Acceptance Of Options Granted In Terms Of The Digicore Staff Share Incentive Trust Scheme DIGICORE HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number: 1998/012601/06) Share Code: DGC ISIN Number: ZAE000016945 ('DigiCore' or 'the Company') ACCEPTANCE OF OPTIONS GRANTED IN TERMS OF THE DIGICORE STAFF SHARE INCENTIVE TRUST SCHEME In compliance with rules 3.63 to 3.74 of the JSE Limited Listings Requirements, the following information is disclosed: 1. NAME OF DIRECTOR D du Rand COMPANY OF WHICH I AM A DIRECTOR DigiCore Holdings Limited STATUS: EXECUTIVE/NON-EXECUTIVE Executive TYPE OF SECURITIES Options to subscribe for ordinary shares in the share capital of DigiCore CLASS OF SECURITIES Ordinary DATE OF SHARE OPTION ACCEPTANCE 10 October 2013 OPTION STRIKE PRICE (CENTS) 150 NUMBER OF OPTIONS ACCEPTANCE 500 000 TOTAL RAND VALUE OF OPTIONS R750 000 STRIKE DATES OF OPTIONS* 20% from 4 October 2014 40% from 4 October 2015 70% from 4 October 2016 100% from 4 October 2017 PERIOD OF EXERCISE Participants have a 10 year period from the respective strike dates during which options can be exercised, after vesting. NATURE OF TRANSACTION Direct Beneficial NATURE AND EXTENT OF INTEREST IN Acceptance of options to TRANSACTION subscribe for ordinary shares in terms of a share incentive scheme (off-market transaction) 2. NAME OF DIRECTOR MD Rousseau COMPANY OF WHICH I AM A DIRECTOR DigiCore Holdings Limited STATUS: EXECUTIVE/NON-EXECUTIVE Executive TYPE OF SECURITIES Options to subscribe for ordinary shares in the share capital of DigiCore CLASS OF SECURITIES Ordinary DATE OF SHARE OPTION ACCEPTANCE 10 October 2013 OPTION STRIKE PRICE (CENTS) 150 NUMBER OF OPTIONS ACCEPTANCE 500 000 TOTAL RAND VALUE OF OPTIONS R750 000 STRIKE DATES OF OPTIONS* 20% from 4 October 2014 40% from 4 October 2015 70% from 4 October 2016 100% from 4 October 2017 PERIOD OF EXERCISE Participants have a 10 year period from the respective strike dates during which options can be exercised, after vesting. NATURE OF TRANSACTION Direct Beneficial NATURE AND EXTENT OF INTEREST IN Acceptance of options to TRANSACTION subscribe for ordinary shares in terms of a share incentive scheme (off-market transaction) 3. NAME OF DIRECTOR PJ (Cobus) Grové COMPANY OF WHICH I AM A DIRECTOR DigiCore Holdings Limited STATUS: EXECUTIVE/NON-EXECUTIVE Executive TYPE OF SECURITIES Options to subscribe for ordinary shares in the share capital of DigiCore CLASS OF SECURITIES Ordinary DATE OF SHARE OPTION ACCEPTANCE 10 October 2013 OPTION STRIKE PRICE (CENTS) 150 NUMBER OF OPTIONS ACCEPTANCE 1 500 000 TOTAL RAND VALUE OF OPTIONS R2 250 000 STRIKE DATES OF OPTIONS* 20% from 4 October 2014 40% from 4 October 2015 70% from 4 October 2016 100% from 4 October 2017 PERIOD OF EXERCISE Participants have a 10 year period from the respective strike dates during which options can be exercised, after vesting. NATURE OF TRANSACTION Direct Beneficial NATURE AND EXTENT OF INTEREST IN Acceptance of options to TRANSACTION subscribe for ordinary shares in terms of a share incentive scheme (off-market transaction) 4. NAME OF DIRECTOR EP (Pierre) Bruwer MAJOR SUBSIDIARY COMPANY OF WHICH I AM A C-track (SA) DIRECTOR (Pty) Ltd STATUS: EXECUTIVE/NON-EXECUTIVE Executive TYPE OF SECURITIES Options to subscribe for ordinary shares in the share capital of DigiCore CLASS OF SECURITIES Ordinary DATE OF SHARE OPTION ACCEPTANCE 10 October 2013 OPTION STRIKE PRICE (CENTS) 150 NUMBER OF OPTIONS ACCEPTED 1 500 000 TOTAL RAND VALUE OF OPTIONS R2 250 000 STRIKE DATES OF OPTIONS* 20% from 4 October 2014 40% from 4 October 2015 70% from 4 October 2016 100% from 4 October 2017 PERIOD OF EXERCISE Participants have a 10 year period from the respective strike dates during which options can be exercised, after vesting. NATURE OF TRANSACTION Direct Beneficial NATURE AND EXTENT OF INTEREST IN Acceptance of options to TRANSACTION subscribe for ordinary shares in terms of a share incentive scheme (off-market transaction) 5. NAME OF DIRECTOR HF Jordt MAJOR SUBSIDIARY COMPANY OF WHICH I AM A DigiCore Fleet Management DIRECTOR (SA) (Pty) Ltd STATUS: EXECUTIVE/NON-EXECUTIVE Executive TYPE OF SECURITIES Options to subscribe for ordinary shares in the share capital of DigiCore CLASS OF SECURITIES Ordinary DATE OF SHARE OPTION ACCEPTANCE 10 October 2013 OPTION STRIKE PRICE (CENTS) 150 NUMBER OF OPTIONS ACCEPTANCE 400 000 TOTAL RAND VALUE OF OPTIONS R600 000 STRIKE DATES OF OPTIONS* 20% from 4 October 2014 40% from 4 October 2015 70% from 4 October 2016 100% from 4 October 2017 PERIOD OF EXERCISE Participants have a 10 year period from the strike date during which options can be exercised, after vesting. NATURE OF TRANSACTION Direct Beneficial NATURE AND EXTENT OF INTEREST IN Acceptance of options to TRANSACTION subscribe for ordinary shares in terms of a share incentive scheme (off-market transaction) 6. NAME OF DIRECTOR J Mostert MAJOR SUBSIDIARY COMPANY OF WHICH I AM A DigiCore Electronics (Pty) Ltd DIRECTOR STATUS: EXECUTIVE/NON-EXECUTIVE Executive TYPE OF SECURITIES Options to subscribe for ordinary shares in the share capital of DigiCore CLASS OF SECURITIES Ordinary DATE OF SHARE OPTION ACCEPTANCE 10 October 2013 OPTION STRIKE PRICE (CENTS) 150 NUMBER OF OPTIONS ACCEPTANCE 300 000 TOTAL RAND VALUE OF OPTIONS R450 000 STRIKE DATES OF OPTIONS* 20% from 4 October 2014 40% from 4 October 2015 70% from 4 October 2016 100% from 4 October 2017 PERIOD OF EXERCISE Participants have a 10 year period from the respective strike date during which options can be exercised, after vesting. NATURE OF TRANSACTION Direct Beneficial NATURE AND EXTENT OF INTEREST IN Acceptance of options to TRANSACTION subscribe for ordinary shares in terms of a share incentive scheme (off-market transaction) 7. NAME OF DIRECTOR DA Nieuwoudt MAJOR SUBSIDIARY COMPANIES OF WHICH I AM A DigiCore Fleet Management DIRECTOR AND GROUP COMPANY SECRETARY (SA) (Pty) Ltd and C-track (SA) (Pty) Ltd STATUS: EXECUTIVE/NON-EXECUTIVE Executive TYPE OF SECURITIES Options to subscribe for ordinary shares in the share capital of DigiCore CLASS OF SECURITIES Ordinary DATE OF SHARE OPTION ACCEPTANCE 10 October 2013 OPTION STRIKE PRICE (CENTS) 150 NUMBER OF OPTIONS ACCEPTANCE 200 000 TOTAL RAND VALUE OF OPTIONS R300 000 STRIKE DATES OF OPTIONS* 20% from 4 October 2014 40% from 4 October 2015 70% from 4 October 2016 100% from 4 October 2017 PERIOD OF EXERCISE Participants have a 10 year period from the respective strike dates during which options can be exercised, after vesting. NATURE OF TRANSACTION Direct Beneficial NATURE AND EXTENT OF INTEREST IN Acceptance of options to TRANSACTION subscribe for ordinary shares in terms of a share incentive scheme (off-market transaction) 8. NAME OF DIRECTOR L Nortje MAJOR SUBSIDIARY COMPANIES OF WHICH I AM A DigiCore Fleet Management DIRECTOR (SA) (Pty) Ltd and C-track (SA) (Pty) Ltd STATUS: EXECUTIVE/NON-EXECUTIVE Executive TYPE OF SECURITIES Options to subscribe for ordinary shares in the share capital of DigiCore CLASS OF SECURITIES Ordinary DATE OF SHARE OPTION ACCEPTANCE 10 October 2013 OPTION STRIKE PRICE (CENTS) 150 NUMBER OF OPTIONS ACCEPTANCE 100 000 TOTAL RAND VALUE OF OPTIONS R150 000 STRIKE DATES OF OPTIONS* 20% from 4 October 2014 40% from 4 October 2015 70% from 4 October 2016 100% from 4 October 2017 PERIOD OF EXERCISE Participants have a 10 year period from the respective strike dates during which options can be exercised, after vesting. NATURE OF TRANSACTION Direct Beneficial NATURE AND EXTENT OF INTEREST IN Acceptance of options to TRANSACTION subscribe for ordinary shares in terms of a share incentive scheme (off-market transaction) 9. NAME OF DIRECTOR M Hill MAJOR SUBSIDIARY COMPANY OF WHICH I AM A DigiCore Fleet Management DIRECTOR (SA) (Pty) Ltd STATUS: EXECUTIVE/NON-EXECUTIVE Executive TYPE OF SECURITIES Options to subscribe for ordinary shares in the share capital of DigiCore CLASS OF SECURITIES Ordinary DATE OF SHARE OPTION ACCEPTANCE 10 October 2013 OPTION STRIKE PRICE (CENTS) 150 NUMBER OF OPTIONS ACCEPTANCE 250 000 TOTAL RAND VALUE OF OPTIONS R375 000 STRIKE DATES OF OPTIONS* 20% from 4 October 2014 40% from 4 October 2015 70% from 4 October 2016 100% from 4 October 2017 PERIOD OF EXERCISE Participants have a 10 year period from the respective strike dates during which options can be exercised, after vesting. NATURE OF TRANSACTION Direct Beneficial NATURE AND EXTENT OF INTEREST IN Acceptance of options to TRANSACTION subscribe for ordinary shares in terms of a share incentive scheme (off-market transaction) 10. NAME OF DIRECTOR A van Rensburg MAJOR SUBSIDIARY COMPANY OF WHICH I AM A DigiCore Electronics (Pty) Ltd DIRECTOR STATUS: EXECUTIVE/NON-EXECUTIVE Executive TYPE OF SECURITIES Options to subscribe for ordinary shares in the share capital of DigiCore CLASS OF SECURITIES Ordinary DATE OF SHARE OPTION ACCEPTANCE 10 October 2013 OPTION STRIKE PRICE (CENTS) 150 NUMBER OF OPTIONS ACCEPTANCE 250 000 TOTAL RAND VALUE OF OPTIONS R375 000 STRIKE DATES OF OPTIONS* 20% from 4 October 2014 40% from 4 October 2015 70% from 4 October 2016 100% from 4 October 2017 PERIOD OF EXERCISE Participants have a 10 year period from the respective strike dates during which options can be exercised, after vesting. NATURE OF TRANSACTION Direct Beneficial NATURE AND EXTENT OF INTEREST IN Acceptance of options to TRANSACTION subscribe for ordinary shares in terms of a share incentive scheme (off-market transaction) * Options granted under the scheme and accepted by beneficiaries will vest at a rate of 20% on each of the first and second anniversaries of the option grant date and at a rate of 30% on each of the third and fourth anniversaries of the option grant date. As a result of the fact that the trustees awarded the options to participants, but same is not exercised, no clearance was required as contemplated in Rule 3.66 of the Listings Requirements of the JSE Limited. 14 October 2013 Centurion Sponsor PSG Capital (Pty) Limited Date: 14/10/2013 11:19:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.