Exercise of Share Appreciation Rights and Sale of Shares by a Director and Directors of a Major Subsidiary WORKFORCE HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number 2006/018145/06) Share code: WKF ISIN: ZAE000087847 (“Workforce” or “the Company”) EXERCISE OF SHARE APPRECIATION RIGHTS AND SALE OF SHARES BY A DIRECTOR AND DIRECTORS OF A MAJOR SUBSIDIARY In compliance with paragraphs 3.63 to 3.74 (both inclusive) of the Listings Requirements of JSE Limited, the following is disclosed: Name of director: Willem van Wyk Company: Workforce Holdings Limited Nature of transaction: Off market exercise of 750 000 share appreciation rights in respect of the employee share appreciation rights scheme (“Scheme”). The benefit attributable to the director is the difference between the market price (R1.26), calculated as the average traded price over the three month period preceding the vesting date, and the strike price (R0.50) per share, settled by the Scheme through the award of shares at market price to the value of the net after tax gain realised, amounting to 266 904 shares. Class of securities: Ordinary shares Extent of director’s interest: Indirect beneficial Grant date: 5 December 2012 Vesting date: 31 December 2015 Exercise date: 3 May 2016 Share appreciation right strike price: 50 cents Share price at exercise date: R1.26 Number of securities awarded: 266 904 Total value of shares awarded: R336 299.04 Clearance to deal obtained: Yes Name of director: Duan Nortje Company: The Workforce Group Proprietary Limited Nature of transaction: On market sale of ordinary shares following the off market exercise of 50 000 share appreciation rights in respect of the Scheme. The benefit attributable to the director is the difference between the market price (R1.26), calculated as the average traded price over the three month period preceding the vesting date, and the strike price (R0.50) per share, settled by the Scheme through the award of shares at market price to the value of the net after tax gain realised, amounting to 17 794 shares. Class of securities: Ordinary shares Extent of director’s interest: Indirect beneficial Grant date: 5 December 2012 Vesting date: 31 December 2015 Exercise date: 3 May 2016 Share appreciation right strike price: 50 cents Share price at exercise date: R1.26 Number of securities awarded: 17 794 Total value of shares awarded: R22 420.44 Date of sale: 3 May 2016 Selling price per security: R1.26 Total value of sale: R22 420.44 Clearance to deal obtained: Yes Name of director: Rachel Hough Company: The Workforce Group Proprietary Limited Nature of transaction: On market sale of ordinary shares following the off market exercise of 50 000 share appreciation rights in respect of the Scheme. The benefit attributable to the director is the difference between the market price (R1.26), calculated as the average traded price over the three month period preceding the vesting date, and the strike price (R0.50) per share, settled by the Scheme through the award of shares at market price to the value of the net after tax gain realised, amounting to 17 794 shares. Class of securities: Ordinary shares Extent of director’s interest: Indirect beneficial Grant date: 5 December 2012 Vesting date: 31 December 2015 Exercise date: 3 May 2016 Share appreciation right strike price: 50 cents Share price at exercise date: R1.26 Number of securities awarded: 17 794 Total value of shares awarded: R22 420.44 Date of sale: 3 May 2016 Selling price per security: R1.26 Total value of sale: R22 420.44 Clearance to deal obtained: Yes Johannesburg 9 May 2016 Designated Adviser Merchantec Capital Date: 09/05/2016 02:21:00 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.