Dealings in securities KAP Industrial Holdings Limited Incorporated in the Republic of South Africa) Registration number: 1978/000181/06 Share Code: KAP ISIN: ZAE0000171963 (“KAP”, “the Company” or “the Group”) In compliance with rules 3.63 to 3.74 of the JSE Limited Listings Requirements (“Listing Requirements”), the following information is disclosed: 1. Grant of share rights under the KAP Performance Share Rights Scheme (the “Share Rights Scheme”) Off-market grants of share rights over ordinary shares of no par value in KAP at R0.20 (twenty cents) per share have been made to directors within the Group in terms of the 2012 Scheme. These share rights, which are held directly and beneficially, shall mature on or about the third anniversary of the grant date of 1 December 2015. Vesting will be subject to the relevant performance criteria being met. Directors of the Company and of its major subsidiaries were granted the following rights: Group Name of Status Number of Total Rand Company Director rights value granted R KAP Karel Johan Executive 1 556 726 311 345.20 Industrial Grove Director Holdings Ltd KAP Gary Noel Executive 1 151 851 230 370.20 Industrial Chaplin Director Holdings Ltd KAP John Peter Executive 573 339 114 667.80 Industrial Haveman Director Holdings Ltd KAP Ugo Marco Executive 597 190 119 438.00 Automotive Gianni Director (Pty) Ltd Frigerio KAP Mark Executive 265 837 53 167.40 Automotive Balladon Director (Pty) Ltd PG Bison Gerhardus Executive 607 739 121 547.80 Holdings Victor Director (Pty) Ltd PG Bison Frans Executive 486 191 97 238.20 Holdings Hendrik Director (Pty) Ltd Olivier PG Bison Leigh Executive 607 739 121 547.80 (Pty)Ltd Randall Director Pollard PG Bison Gavin van Executive 492 985 98 597.00 (Pty) Ltd der Merwe Director Unitrans Nico Boshoff Executive 655 670 131 134.00 Holdings Director (Pty) Ltd Unitrans Theunis Roux Executive 745 341 149 068.20 Supply Chain Nel Director Solutions (Pty) Ltd Unitrans Roelf Executive 368 815 73 763.00 Supply Chain Adriaan de Director Solutions Beer (Pty) Ltd Unitrans Peter Eric Executive 596 272 119 254.40 Supply Chain Hancock Director Solutions (Pty) Ltd Unitrans Benjamin Executive 232 675 46 535.00 Supply Chain Niel Jamie Director Solutions (Pty) Ltd Unitrans Ray Hemraj Executive 271 495 54 299.00 Supply Chain Singh Director Solutions (Pty) Ltd Unitrans Bramdutt Executive 159 500 31 900.00 Supply Chain Saniparsad Director Solutions Ramroop (Pty) Ltd Unitrans Sibusiso Executive 275 892 55 178.40 Supply Chain Penwell Director Solutions Lunga (Pty) Ltd Unitrans Thembinkosi Executive 193 745 38 749.00 Supply Chain Siyolo Director Solutions (Pty) Ltd The rights were granted to participants in terms of the Share Rights Scheme and accordingly, no clearance as contemplated in Rule 3.66 of the Listings Requirements is required. 2. Dealings in securities by a director of a major subsidiary of KAP Notice is given, of the following transaction in respect of the Company’s shares by a director of a major subsidiary of KAP: NAME OF DIRECTOR Mark Balladon STATUS Executive director of a major subsidiary of KAP NAME OF MAJOR SUBSIDIARIES KAP Automotive Proprietary Limited TYPE OF SECURITIES Ordinary shares of no par value in KAP DATE OF TRANSACTIONS 04 December 2015 CENTS PER SHARE Average: 689.43 High: 686 Low: 690 NUMBER OF SECURITIES TRANSACTED 100 000 TOTAL RAND VALUE OF SECURITIES R 689 430.00 NATURE OF TRANSACTIONS Purchase of shares (On Market transactions) NATURE AND EXTENT OF DIRECTOR’S Direct, beneficial INTEREST IN THE TRANSACTIONS CONFIRMATION THAT CLEARANCE HAS BEEN GIVEN IN TERMS OF Yes PARAGRAPH 3.66 DATE OF CONFIRMATION 04 December 2015 By order of the Board Steinhoff Africa Secretarial Services Proprietary Limited Company Secretary 07 December 2015 Sponsor: PSG Capital Proprietary Limited Date: 07/12/2015 05:00:00 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.