Exercise of Share Appreciation Rights and Sale Of Shares by Directors of Major Subsidiaries 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 DIRECTORS OF MAJOR SUBSIDIARIES 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: Frieda Hall Company: The Workforce Group Proprietary Limited Nature of transaction: On market sale of ordinary shares following the off market exercise of 250 000 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 88 969 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: 8 June 2016 Share appreciation right strike price: 50 cents Share price at exercise date: R1.26 Number of securities awarded: 88 969 Total value of shares awarded: R112 100.94 Date of sale: 8 June 2016 Selling price per security: R1.26 Total value of sale: R112 100.94 Clearance to deal obtained: Yes Name of director: Sean Momberg Company: The Workforce Group Proprietary Limited Nature of transaction: Off market exercise of 500 000 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 177 400 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: 8 June 2016 Share appreciation right strike price: 50 cents Share price at exercise date: R1.26 Number of securities awarded: 177 400 Total value of shares awarded: R223 524.00 Clearance to deal obtained: Yes Name of director: Carol Knoetze Company: The Workforce Group Proprietary Limited Nature of transaction: Off market exercise of 250 000 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 88 655 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: 8 June 2016 Share appreciation right strike price: 50 cents Share price at exercise date: R1.26 Number of securities awarded: 88 655 Total value of shares awarded: R111 705.30 Clearance to deal obtained: Yes Name of director: Preshene Batohi 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: 8 June 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 Clearance to deal obtained: Yes Name of director: Evelyn Vanassche Company: The Workforce Group Proprietary Limited Nature of transaction: On market sale of ordinary shares following the off market exercise of 500 000 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 177 937 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: 8 June 2016 Share appreciation right strike price: 50 cents Share price at exercise date: R1.26 Number of securities awarded: 177 937 Total value of shares awarded: R224 200.62 Date of sale: 8 June 2016 Selling price per security: R1.26 Total value of sale: R224 200.62 Clearance to deal obtained: Yes Name of director: Steven Herscovitz Company: Training Force Proprietary Limited Nature of transaction: Off market exercise of 250 000 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 88 655 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: 8 June 2016 Share appreciation right strike price: 50 cents Share price at exercise date: R1.26 Number of securities awarded: 88 655 Total value of shares awarded: R111 705.30 Clearance to deal obtained: Yes Johannesburg 13 June 2016 Designated Adviser Merchantec Capital Date: 13/06/2016 04:35:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 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