COMBINED MOTOR HOLDINGS LIMITED - Allocation of share appreciation rights

Allocation of share appreciation rights

Combined Motor Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1965/000270/06)
Share code: CMH     ISIN: ZAE000088050
(“the Company”)

ALLOCATION OF SHARE APPRECIATION RIGHTS

In compliance with the requirements of paragraphs 3.63 to 3.74
of the JSE Limited Listings Requirements, the following grants
and acceptances of equity-settled share appreciation rights
(“SARs”) in terms of the Company´s Share Appreciation Rights
Scheme 2010, should be noted:

Name of Company:             Combined Motor holdings Limited

Executive director:          Stuart Keith Jackson
Date of grant:               1 June 2016
Date of acceptance:          1 June 2016
Number of SARs:              150 000
Grant price:                 R17.15
Vesting date:                1/3 - 1 June 2019
                             1/3 - 1 June 2020
                             1/3 - 1 June 2021
Lapse date:                  6 months after vesting
Performance criteria:        Achievement of agreed earnings
                             per share targets over six years
Extent of interest:          Direct beneficial
Clearance obtained:          Yes

Executive director:          Bruce William John Barritt
Date of grant:               1 June 2016
Date of acceptance:          1 June 2016
Number of SARs:              200 000
Grant price:                 R17.15
Vesting date:                1/3 - 1 June 2019
                             1/3 - 1 June 2020
                             1/3 - 1 June 2021
Lapse date:                  6 months after vesting
Performance criteria:        Achievement of agreed earnings
                             per share targets over six years
Extent of interest:          Direct beneficial
Clearance obtained:          Yes


Company secretary:            Kerrianne Fonseca
Date of grant:                1 June 2016
Date of acceptance:           1 June 2016
Number of SARs:               50 000
Grant price:                  R17.15
Vesting date:                 1/3 - 1 June 2019
                              1/3 - 1 June 2020
                              1/3 - 1 June 2021
Lapse date:                   6 months after vesting
Performance criteria:         Achievement of agreed earnings
                              per share targets over six years
Extent of interest:           Direct beneficial
Clearance obtained:           Yes

Name of major subsidiary:     Kempster Sedgwick Proprietary
                              Limited

Director of major subsidiary: Steven Leslie Atkinson
Date of grant:                1 June 2016
Date of acceptance:           1 June 2016
Number of SARs:               150 000
Grant price:                  R17.15
Vesting date:                 1/3 - 1 June 2019
                              1/3 - 1 June 2020
                              1/3 - 1 June 2021
Lapse date:                   6 months after vesting
Performance criteria:         Achievement of agreed earnings
                              per share targets over six years
Extent of interest:           Direct beneficial
Clearance obtained:           Yes


A value cannot be attributed to the SARS until the vesting
dates.

All the aforementioned were off-market transactions.

Durban
2 June 2016

Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd

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