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 (“the 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 NH Vlok 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 9 December 2014 OPTION STRIKE PRICE (CENTS) 210 NUMBER OF OPTIONS ALLOCATED 3 000 000 TOTAL RAND VALUE OF OPTIONS R6 300 000.00 STRIKE DATES OF OPTIONS* 20% from 9 December 2015 40% from 9 December 2016 70% from 9 December 2017 100% from 9 December 2018 PERIOD OF EXERCISE Participants have a 10 year period from the respective strike dates during which options can be exercised, after vesting. NATURE AND EXTENT OF INTEREST IN TRANSACTION Direct Beneficial NATURE OF TRANSACTION Acceptance of options to subscribe for ordinary shares in terms of a share incentive scheme (off-market transaction) 2. NAME OF DIRECTOR N Bofilatos MAJOR SUBSIDIARY COMPANY OF WHICH I C-track (SA) (Pty) Ltd AM A DIRECTOR AND GROUP COMPANY SECRETARY 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 9 December 2014 OPTION STRIKE PRICE (CENTS) 285 NUMBER OF OPTIONS ALLOCATED 500 000 TOTAL RAND VALUE OF OPTIONS R1 425 000.00 STRIKE DATES OF OPTIONS* 20% from 9 December 2015 40% from 9 December 2016 70% from 9 December 2017 100% from 9 December 2018 PERIOD OF EXERCISE Participants have a 10 year period from the respective strike dates during which options can be exercised, after vesting. NATURE AND EXTENT OF INTEREST IN TRANSACTION Direct Beneficial NATURE OF TRANSACTION Acceptance of options to subscribe for ordinary shares in terms of a share incentive scheme (off-market transaction) * Options granted under the Scheme and accepted by the 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. 9 December 2014 Centurion Sponsor PSG Capital (Proprietary) Limited Date: 09/12/2014 12:35:00 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.