Dealings in securities by directors and company secretary of Tharisa and directors of major subsidiary Tharisa plc (Incorporated in the Republic of Cyprus with limited liability) (Registration number HE223412) JSE share code: THA ISIN: CY0103562118 ('Tharisa') Dealings in securities by directors and company secretary of Tharisa and directors of major subsidiary In compliance with paragraph 3.63 of the JSE Limited Listings Requirements, Tharisa hereby advises shareholders of the vesting and settlement of Conditional Awards and the vesting of Appreciation Rights on 18 June 2015, in accordance with the rules of the Tharisa Share Award Plan (“TSAP”). In terms of the rules of the TSAP, tax obligations arising on the vesting date shall be for the account of the participant and provision is made for part settlement in cash or the sale of sufficient shares to fund the tax obligations, if required. Vesting and settlement of Conditional Awards granted on 9 April 2014 Name: Loucas Pouroulis Company: Tharisa plc Position: Executive director Transaction date: 18 June 2015 Nature of transaction: Off-market vesting and settlement of Conditional Awards in shares Class of securities: Ordinary shares Number of Conditional Awards vested: 53 684 Number of shares issued: 53 684 Issue price: * ZAR6.30 per share Total value of transaction:* ZAR338 209.20 Nature of interest: Direct, beneficial Clearance to deal: Yes Name: Phoevos Pouroulis Company: Tharisa plc Position: Executive director Transaction date: 18 June 2015 Nature of transaction: Off-market vesting and settlement of Conditional Awards in shares Class of securities: Ordinary shares Number of Conditional Awards vested: 44 737 Number of shares issued: 44 737 Issue price: * ZAR6.30 per share Total value of transaction:* ZAR281 843.10 Nature of interest: Direct, beneficial Clearance to deal: Yes Name: Michael Gifford Jones Company: Tharisa plc Position: Executive director Transaction date: 18 June 2015 Nature of transaction: Off-market vesting and settlement of Conditional Awards in shares Class of securities: Ordinary shares Number of Conditional Awards vested: 40 263 Number of shares issued: 40 263 Issue price: * ZAR6.30 per share Total value of transaction:* ZAR253 656.90 Nature of interest: Direct, beneficial Clearance to deal: Yes Name: Sanet de Witt Company: Tharisa plc Position: Group Company Secretary Transaction date: 18 June 2015 Nature of transaction: Off-market vesting and settlement of Conditional Awards in shares and cash Class of securities: Ordinary shares Number of Conditional Awards vested: 10 544 Number of shares issued: 6 221 Number of awards settled in cash: 4 323 Issue/settlement price: * ZAR6.30 per share Total value of transaction:* ZAR66 427.20 Nature of interest: Direct, beneficial Clearance to deal: Yes Name: Leon Richardson Company: Tharisa Minerals (Pty) Ltd Position: Executive director Transaction date: 18 June 2015 Nature of transaction: Off-market vesting and settlement of Conditional Awards in shares Class of securities: Ordinary shares Number of Conditional Awards vested: 26 316 Number of shares issued: 26 316 Issue price: * ZAR6.30 per share Total value of transaction:* ZAR165 790.80 Nature of interest: Direct, beneficial Clearance to deal: Yes Name: Thabang Gabriel Maluke Company: Tharisa Minerals (Pty) Ltd Position: Executive director Transaction date: 18 June 2015 Nature of transaction: Off-market vesting and settlement of Conditional Awards in shares Class of securities: Ordinary shares Number of Conditional Awards vested: 12 552 Number of shares issued: 12 552 Issue price: * ZAR6.30 per share Total value of transaction:* ZAR79,077.60 Nature of interest: Direct, beneficial Clearance to deal: Yes Name: Moira June Jaquet-Briner Company: Tharisa Minerals (Pty) Ltd Position: Non-executive director Transaction date: 18 June 2015 Nature of transaction: Off-market vesting and settlement of Conditional Awards in shares Class of securities: Ordinary shares Number of Conditional Awards vested: 17 544 Number of shares issued: 17 544 Issue price: * ZAR6.30 per share Total value of transaction:* ZAR110 527.20 Nature of interest: Direct, beneficial Clearance to deal: Yes Name: Sizakele Renee Ngwenya Company: Tharisa Minerals (Pty) Ltd Position: Non-executive director Transaction date: 18 June 2015 Nature of transaction: Off-market vesting and settlement of Conditional Awards in shares Class of securities: Ordinary shares Number of Conditional Awards vested: 17 544 Number of shares issued: 17 544 Issue price: * ZAR6.30 per share Total value of transaction:* ZAR110 527.20 Nature of interest: Direct, beneficial Clearance to deal: Yes Name: Gugu Yvonne Yolande Company: Tharisa Minerals (Pty) Ltd Position: Alternate non-executive director Transaction date: 18 June 2015 Nature of transaction: Off-market vesting and settlement of Conditional Awards in shares Class of securities: Ordinary shares Number of Conditional Awards vested: 17 544 Number of shares issued: 17 544 Issue price: * ZAR6.30 per share Total value of transaction:* ZAR110 527.20 Nature of interest: Direct, beneficial Clearance to deal: Yes * Using the closing market price of ZAR6.30 on 18 June 2015. Vesting of Appreciation Rights granted on 9 April 2014 In terms of the rules of the TSAP, participants are entitled to receive the increase in share value above the award price, which may at the election of Tharisa be either cash or share settled. Appreciation Rights vest in two equal annual tranches with the ability to exercise at any time up to five years from the date of the award. Name: Loucas Pouroulis Company: Tharisa plc Position: Executive director Nature of transaction: Off-market vesting of Appreciation Rights Date of award: 9 April 2014 Market value at date of award: ZAR38.00 per share Vesting date: 18 June 2015 Number of Appreciation Rights vested: 33 553 Nature of interest: Direct, beneficial Clearance to deal: Not required Name: Phoevos Pouroulis Company: Tharisa plc Position: Executive director Nature of transaction: Off-market vesting of Appreciation Rights Date of award: 9 April 2014 Market value at date of award: ZAR38.00 per share Vesting date: 18 June 2015 Number of Appreciation Rights vested: 40 263 Nature of interest: Direct, beneficial Clearance to deal: Not required Name: Michael Gifford Jones Company: Tharisa plc Position: Executive director Nature of transaction: Off-market vesting of Appreciation Rights Date of award: 9 April 2014 Market value at date of award: ZAR38.00 per share Vesting date: 18 June 2015 Number of Appreciation Rights vested: 30 197 Nature of interest: Direct, beneficial Clearance to deal: Not required Name: Sanet de Witt Company: Tharisa plc Position: Group Company Secretary Nature of transaction: Off-market vesting of Appreciation Rights Date of award: 9 April 2014 Market value at date of award: ZAR38.00 per share Vesting date: 18 June 2015 Number of Appreciation Rights vested: 10 544 Nature of interest: Direct, beneficial Clearance to deal: Not required Name: Leon Richardson Company: Tharisa Minerals (Pty) Ltd Position: Executive director Nature of transaction: Off-market vesting of Appreciation Rights Date of award: 9 April 2014 Market value at date of award: ZAR38.00 per share Vesting date: 18 June 2015 Number of Appreciation Rights vested: 19 737 Nature of interest: Direct, beneficial Clearance to deal: Not required Name: Thabang Gabriel Maluke Company: Tharisa Minerals (Pty) Ltd Position: Executive director Nature of transaction: Off-market vesting of Appreciation Rights Date of award: 9 April 2014 Market value at date of award: ZAR38.00 per share Vesting date: 18 June 2015 Number of Appreciation Rights vested: 12 553 Nature of interest: Direct, beneficial Clearance to deal: Not required Paphos, Cyprus 19 June 2015 Sponsor Investec Bank Limited Date: 19/06/2015 05:25:00 Produced by the JSE SENS Department. 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