Allocation and acceptance of share appreciation rights (“SARs”) by an executive management member CLOVER INDUSTRIES LIMITED (Incorporated in the Republic of South Africa) (Registration number 2003/030429/06) Share code: CLR ISIN: ZAE000152377 ("Clover” or "the Company") ALLOCATION AND ACCEPTANCE OF SHARE APPRECIATION RIGHTS (“SARs”) BY AN EXECUTIVE MANAGEMENT MEMBER In accordance with the approved Restated Clover Share Appreciation Rights Plan (2010), the following SARs were allocated on 26 September 2014 (“Allocation Date”) and accepted by a member of Clover’s executive management (“Executive”) on 24 December 2014 at an allocation price of R17.55 per SAR. The allocation price is based on the volume weighted average price of an ordinary share traded on the JSE Limited (“JSE”) over the seven trading days immediately preceding the Allocation Date. EXECUTIVE Mr. J van Heerden Total number of SARs allocated and accepted: 501 425 Transaction value: R8,800,008.75 Due to the Company having traded under a cautionary announcement from the period 16 July 2014 to 22 December 2014, the Executive was unable to accept the aforementioned allocation until such time as the prohibited period ended. The SARs may be exercised as follows: - up to one third of the SARs allocated may be exercised on or after the third anniversary of the allocation date; - up to two thirds of the SARs allocated may be exercised on or after the fourth anniversary of the allocation date, to the extent that they have not been exercised previously; and - all of the SARs allocated may be exercised on or after the fifth anniversary of the allocation date, to the extent that they have not been exercised previously. All SARs that have vested must be exercised by the Executive on or before the seventh anniversary of the SARs’ allocation date. No performance criteria need to be met before the SARs vest as set out above as this allocation will act as a retention mechanism. In respect of each SAR exercised, the Executive will be entitled to be settled, with such number of ordinary shares as could be acquired on the JSE at the fair market value (being the volume weighted average price of an ordinary share on the JSE over the seven trading days immediately prior to the exercise date) on date of exercise of the SAR (“Fair Market Value”) using a cash amount equal to A where A is calculated in accordance with the following formula - A = (B – C) where - A = the Due Amount; B = the Fair Market Value of an ordinary share on the date on which such SAR is exercised; C = the Allocation Price of such SAR, provided that the Due Amount shall never be less than Rnil; provided further that Remco may, instead of settling an Executive Director and/or Executive as aforesaid, determine that he shall be paid a cash amount equal to A in the aforegoing formula. Approval for the individual allocation has been granted, the Executive’s interest in the transaction is direct, beneficial and that the transaction occurred off market. Johannesburg 24 December 2014 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 24/12/2014 11:10:00 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.