Director dealing in securities METAIR INVESTMENTS LIMITED (Reg No. 1948/031013/06) (Incorporated in the Republic of South Africa) Share code : MTA ISIN code : ZAE000090692 (“Metair”) DIRECTORS’ DEALINGS IN SECURITIES In accordance with the requirements of paragraphs 3.63 to 3.74 of the JSE Limited Listings Requirements (“Listings Requirements”), the following off-market transactions by directors of Metair and its major subsidiaries are hereby disclosed. On 25 November 2010, Metair ordinary shares ("Shares") were conditionally granted (“Share Appreciation Rights”), to certain of the directors of Metair and its major subsidiaries (“Participants”) in accordance with The Metair Investments Limited 2009 Share Plan (“Share Plan”). These Share Appreciation Rights have partially vested and have been exercised by the Participants pursuant to which the Participants received Shares at no cost. In order to facilitate the disposal of these Shares received by the Participants in an orderly fashion, the Participants have entered into a pooled sale in terms of which the Participant's Shares were disposed through a single arranged on-market trade on 26 November 2014. DETAILS OF SALE OF SHARES Date of transaction 26 November 2014 Nature of transaction On-market sale of Shares Class of Share Ordinary shares Price per Share R35.307 Total number of Shares sold 69 559 Total value of Shares sold R 2 455 919.63 Written clearance to deal obtained Yes Further details of the exercise of the Share Appreciation Rights, the related receipt of Shares and sale of Shares are provided below: DETAILS OF EXERCISE OF SHARE APPRECIATION RIGHTS Total number of Shares exercised 83 469 Deemed value of Share Appreciation Rights on exercise R3 115 897.77 at a price of R37.33 per Share, being the 20 day VWAP as at the 24 November 2014 Class of securities Ordinary shares Nature of transaction Off-market acquisition of Shares pursuant to the exercise of Share Appreciation Rights at no cost Date of award 25 November 2010 Date of Share Appreciation Rights exercised 25 November 2014 Vesting period In equal thirds on the 3rd, 4th and 5th anniversaries but need not be exercised until the 6th anniversary Written clearance to deal obtained Yes Details of the exercise of the Share Appreciation Rights, the related receipt of Shares and sale of Shares by directors of Metair and its major subsidiaries who were Participants are tabled below. The nature of the interest of all Participants is direct beneficial. Director Company name No. of Deemed value No. of Value of Share of Share Shares Shares sold Appreciat Appreciation sold (Rand) ion Rights Rights exercised exercised (Rand) Mr A. Webb Metindustrial (Pty) Ltd 3 297 123 077.01 - - Mr M. Slattery Metindustrial (Pty) Ltd 3 504 130 804.32 3 504 123 715.73 Mr R. Bezuidenhout Metindustrial (Pty) Ltd 3 531 131 812.23 3 531 124 669.02 Ms H. McLachlan Metindustrial (Pty) Ltd 3 648 136 179.84 3 648 128 799.94 Mr A. Becker Metindustrial (Pty) Ltd 10 731 400 588.23 10 731 378 879.42 Mr B. Sivlal Metindustrial (Pty) Ltd 3 927 146 594.91 - - Mr C. Ellison Metindustrial (Pty) Ltd 3 361 125 466.13 3 361 118 666.83 Mr M. Barley Metindustrial (Pty) Ltd 3 682 137 449.06 3 682 130 000.37 Dr L. Denner Mutlu Holding Anonim Sirketi 10 964 409 286.12 10 964 387 105.95 Mr C.J. Janse van Mutlu Holding Anonim Rensburg Sirketi 2 345 87 538.85 2 345 82 794.92 Mr C.T. Loock Metair 22 993 858 328.69 22 993 811 813.85 Mr K. Lello Metair 11 486 428 772.38 4 800 169 473.60 The terms and conditions of the share appreciation rights are: Date of award 26 November 2014 Number of SARs awarded to Participants 220 949 Price paid per SAR Nil Total value of transaction Nil Allocation price per SAR R37.35 Nature of transaction Acceptance of awards First vesting date 26 November 2017 Vesting period In equal thirds on 3rd, 4th and 5th anniversaries but need not be exercised until the 6th anniversary Transaction completed on market No Clearance obtained in terms of paragraph 3.66 of the Listings Yes Requirements The details of the allocation of the Share Appreciation Rights per Participant are set out below. The nature of the interest of all Participants is direct beneficial. No. of SARs Director Company name accepted Mr R. Bezuidenhout Metindustrial (Pty) Ltd 14 908 Ms H. McLachlan Metindustrial (Pty) Ltd 6 560 Mr M. Slattery Metindustrial (Pty) Ltd 6 240 Mr A. Webb Metindustrial (Pty) Ltd 5 867 Mr J. Ward Metindustrial (Pty) Ltd 3 771 Mr N. Mavhungu Metindustrial (Pty) Ltd 6 370 Mr MC. Mahlanu Metindustrial (Pty) Ltd 3 465 Mr A. Becker Metindustrial (Pty) Ltd 18 674 Mr B. Sivlal Metindustrial (Pty) Ltd 7 022 Mr C. Ellison Metindustrial (Pty) Ltd 5 836 Mr M. Barley Metindustrial (Pty) Ltd 7 463 Mr M. Barley Metindustrial (Pty) Ltd 6 492 Dr L. Denner Mutlu Holding Anonim Sirketi 25 580 Mr C.J. Janse van Rensburg Mutlu Holding Anonim Sirketi 4 661 Mr C.T. Loock Metair 49 732 Mr S. Douwenga Metair 22 493 Mr K. Lello Metair 25 815 The terms and conditions of the share appreciation rights are: Date of award 26 November 2014 Number of SARs awarded to Participants 250 000 Price paid per SAR Nil Total value of transaction Nil Allocation price per SAR R37.35 Nature of transaction Acceptance of awards First vesting date 26 November 2017 Vesting period 20% per annum over the following 5 years from vesting date Transaction completed on market No Clearance obtained in terms of paragraph 3.66 of the Listings Yes Requirements The details of the allocation of the Share Appreciation Rights per Participant are set out below. The nature of the interest of all Participants is direct beneficial. No. of SARs Director Company name accepted Mr S. Douwenga Metair 250 000 Johannesburg 27 November 2014 Sponsor One Capital Date: 27/11/2014 09:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 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