Award of DBP and CSP Rights in terms of Imperial Share Incentive Schemes Imperial Holdings Limited (Incorporated in the Republic of South Africa) Registration number: 1946/021048/06 Share code: IPL ISIN: ZAE000067211 (‘Imperial’ or “Company”) AWARD OF DBP AND CSP RIGHTS IN TERMS OF IMPERIAL SHARE INCENTIVE SCHEMES In compliance with the Listings Requirements of the JSE Limited the following information is provided: Imperial has awarded Deferred Bonus Plan (DBP) and Conditional Share Plan (CSP) rights to its executive directors as follows: DBP rights entitle the director to commit an equal number of Imperial shares to the scheme, which will be held in escrow until vesting in September 2019. Upon vesting, Imperial will be obliged to deliver a matching share for each committed share. CSP rights will vest in September 2019 and entitle the director to receive a number of Imperial shares subject to the achievement, of specific performance conditions determined by the Board. Name of director Number of DBP Number of CSP Total value MJ Lamberti 43 383* 80 340 R15 808 000 P Michaux 43 046 R5 500 000 M Swanepoel 50 873 R6 500 000 OS Arbee 54 003 R6 900 000 *Consistent with his election not to receive cash compensation and to be fully aligned with shareholders’ interests, this DBP award was made to Mr Lamberti. The Company has also awarded 6 990 DBP rights and 59 893 share appreciation rights (“SAR”) to the Company Secretary of Imperial, Mr R Venter, with a total value of R8 545 640. All of the above rights were awarded at R127.77 per share. The effective date for the aforementioned transactions is 18 May 2016. Prior written approval in terms of paragraph 3.66 of the Listings Requirements was obtained. All CSP’s DBP’s and SAR’s awards were done off-market. Company Secretary RA Venter 23 May 2016 Sponsor: Merrill Lynch South Africa (Pty) Limited Date: 23/05/2016 05:07:00 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.