Directors’ dealings in securities METAIR INVESTMENTS LIMITED (Reg No. 1948/031013/06) (Incorporated in the Republic of South Africa) Share code : MTA ISIN code : ZAE000090692 (“Metair” or “Company”) DIRECTORS’ DEALINGS IN SECURITIES 1. ALLOCTION OF PERFORMANCE SHARES In terms of paragraph 3.63 of the Listings Requirements of the JSE Limited (“Listings Requirements”), we hereby advise of the following acceptances of performance shares (“Performance Shares”), which may be settled in cash or Metair ordinary shares, in terms of The Metair Investments Limited 2009 Share Plan (“Share Plan”), by directors of the Company and its major subsidiaries (“Participants”). The terms and conditions of the Performance Shares are: Date of award 2 April 2015 Number of Performance Shares awarded 70 417 to participants Price paid per Performance Share Nil Total value of transaction Nil Allocation price per Performance Share R33.90 Class of securities Ordinary shares Nature of transaction Acceptance of Performance Shares Nature of interest Direct beneficial Vesting date 2 April 2018 Vesting period Performance Shares vest on the third anniversary of the award date to the extent that the Company has met specified performance criteria during the intervening period Transaction completed on market No Clearance obtained in terms of paragraph Yes 3.66 of the Listings Requirements The nature of the interest of all Participants is direct beneficial. The Performance Shares were accepted by the following Participants: Director Company name No. of Deemed value Performance of Shares Performance accepted Shares (Rand) Mr L. Denner Mutlu Holding Anonim 14 240 482 736.00 Sirketi (“Mutlu Holding”) Mr C.J. Janse van Mutlu Holding 4 762 161 431.80 Rensburg Director Company name No. of Deemed value Performance of Shares Performance accepted Shares (Rand) Mr K.E. Lello Metair 13 431 455 310.90 Mr S. Douwenga Metair 10 135 343 576.50 Mr C.T. Loock Metair 27 849 944 081.10 2. Settlement of Performance and Bonus Shares Metair herewith advises of the settlement of Performance Shares and bonus shares (“Bonus Shares”) conditionally granted on 4 April 2012 to certain participants. The Performance Shares and Bonus Shares were awarded in terms of Share Plan. In terms of the provisions of the Share Plan, the Bonus Shares are to be settled following vesting and the Performance Shares are to be settled following vesting and once the Metair board of directors has determined the extent to which the performance criteria imposed on the award have been achieved. The terms and conditions of the Performance Shares are: Date of award 4 April 2012 Date Performance Shares settled 7 April 2015 Total number of Performance Shares 46 256 settled on 7 April 2015 Price paid per Performance Share Nil Deemed value of the Performance Shares R1 579 642.40 on settlement (based on the prevailing market price being the closing price for Metair shares on 2 April 2015 of 3 415 cents per share) Class of securities Ordinary shares Nature of transaction Settlement of Performance Shares Vesting date 7 April 2015 Vesting period Performance Shares vest on the third anniversary of the award date to the extent that the Company has met specified performance criteria during the intervening period Transaction completed on market No Clearance obtained in terms of paragraph Yes 3.66 of the Listings Requirements The terms and conditions of the Bonus Shares are: Date of award 4 April 2012 Date Bonus Shares settled 7 April 2015 Total number of Bonus Shares settled on 37 305 7 April 2015 Price paid per Bonus Share Nil Deemed value of the Bonus Shares on R1 273 965.75 settlement (based on the prevailing market price being the closing price for Metair shares on 2 April 2015 of 3 415 cents per share) Class of securities Ordinary shares Nature of transaction Settlement of Bonus Shares Vesting date 7 April 2015 Vesting period Bonus Shares vest on the third anniversary of the award date Transaction completed on market No Clearance obtained in terms of paragraph Yes 3.66 of the Listings Requirements The details of the settlement of the Performance Shares per Participant are set out below. The nature of the interest of all Participants is direct beneficial. Director Company name No. of Deemed value Performance of settled Shares settled Performance Shares (Rand) Mr L. Denner Mutlu Holding Anonim 10 420 355 843.00 Sirketi (“Mutlu Holding”) Mr C.J. Janse van Mutlu Holding 3 900 133 185.00 Rensburg Mr K.E. Lello Metair 10 665 364 209.75 Mr C.T. Loock Metair 21 271 726 404.65 The details of the settlement of the Bonus Shares per Participant are set out below. The nature of the interest of all Participants is direct beneficial. Director Company name No. of Bonus Deemed value Shares of settled settled Bonus Shares (Rand) Mr L. Denner Mutlu Holding 7 164 244 650.60 Mr C.J. Janse van Mutlu Holding 4 919 167 983.85 Rensburg Mr K.E. Lello Metair 7 255 247 758.25 Mr C.T. Loock Metair 17 967 613 573.05 3. Disposal of Performance and Bonus Shares Following the settlement of the Performance Shares and Bonus Shares, Participants disposed of their Metair ordinary shares off-market on 8 April 2015 at a share price of R34.20 (“Disposal”) as detailed in the table below. The nature of the interest of all Participants in the Disposal is direct beneficial and clearance in terms of paragraph 3.66 of the Listings Requirements was obtained in all instances. Proceeds from No. of ordinary Director Company name Disposal shares disposed (Rand) Mr L. Denner Mutlu Holding 17 584 601 372.80 Mr C.J. Janse van Mutlu Holding 8 819 301 609.80 Rensburg Mr K.E. Lello Metair 17 920 612 864.00 Mr C.T. Loock Metair 39 238 1 341 939.60 Johannesburg 10 April 2015 Sponsor One Capital Date: 10/04/2015 09:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 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