METROFILE HOLDINGS LIMITED - Acceptance of conditional shares in terms of the Metrofile Holdings Limited conditional share plan

Acceptance of conditional shares in terms of the  Metrofile Holdings Limited conditional share plan

Metrofile Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1983/012697/06)
Share code: MFL
ISIN Code: ZAE000061727
("Metrofile Holdings" or "the Company")


ACCEPTANCE OF CONDITIONAL SHARES IN TERMS OF THE METROFILE HOLDINGS LIMITED CONDITIONAL
SHARE PLAN


Shareholders are referred to the announcement released on the Stock Exchange News Service
of the JSE Limited on 14 December 2016, for the results of the Annual General Meeting where
shareholders approved the Metrofile Holdings Limited Conditional Share Plan (“CSP”).

In the above regard and in compliance with paragraphs 3.63 to 3.65 of the JSE Limited
Listings Requirements, notification is hereby given that the following directors of the
Company and directors of major subsidiaries of the Company have accepted a conditional
right to Metrofile Holdings Shares issued in terms of the CSP.

CSP awards are subject to retention and performance criteria and vest as follows:

-   30% of award to vest in full after 3 years, subject to continued employment.
-   70% of award to vest in full after 3 years, linked to predefined performance criteria.
-   All CSP awards have a strike price of Rnil and a notional value of R4.75 per security.

Clearances in terms of the JSE Limited Listings Requirements were obtained.

Name of director                                 P G Serima
Name of company                                  Metrofile Holdings Limited
Date transaction was effected                    15 December 2016
Class of security                                CSP awards in respect of ordinary shares
Number of CSP awards                             631 579
Total value                                      R3 000 000.25
Nature of transaction                            Off market acceptance of allocation of CSP awards
Nature of interest                               Direct beneficial

Name of director                                 M C McGowan
Name of company                                  Metrofile Holdings Limited
Date transaction was effected                    15 December 2016
Class of security                                CSP awards in respect of ordinary shares
Number of CSP awards                             303 158
Total value                                      R1 440 000.50
Nature of transaction                            Off market acceptance of allocation of CSP awards
Nature of interest                               Direct beneficial

Name of director                                 W K Clarke
Name of company                                  Metrofile Proprietary Limited
Date transaction was effected                    15 December 2016
Class of security                                CSP awards in respect of ordinary shares
Number of CSP awards                             252 632
Total value                                      R1 200 002.00
Nature of transaction                            Off market acceptance of allocation of CSP awards
Nature of interest                               Direct beneficial

Name of director                                 V Massyn
Name of company                                  Metrofile Proprietary Limited
Date transaction was effected                    15 December 2016
Class of security                                CSP awards in respect of ordinary shares
Number of CSP awards                             63 478
Total value                                      R301 520.50
Nature of transaction                            Off market acceptance of allocation of CSP awards
Nature of interest                               Direct beneficial


Johannesburg
20 December 2016

Sponsor
The Standard Bank of South Africa Limited
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