CLOVER INDUSTRIES LIMITED - Ratio applicable to the scrip distribution

Ratio applicable to the scrip distribution

Clover Industries Limited
(Incorporated in the Republic of South Africa)
Registration number: 2003/030429/06
Tax number: 9657/002/71/4
JSE Ordinary Share code: CLR
NSX Ordinary Share code: CLN
ISIN No: ZAE000152377
(“Clover” or “the Company”)

RATIO APPLICABLE TO THE SCRIP DISTRIBUTION

Shareholders are referred to the Company's results for the six months period ended 31 December 2016,
released on the Stock Exchange News Service on 1 March 2017 and in the press on 2 March 2017 in which
they were advised of the Company's declaration of an interim distribution for the six months ended
31 December 2016 of 24.21000 cents per share from retained earnings, by way of the issue of fully-paid
Clover ordinary shares with a par value of 5 cents per share (“the Scrip Distribution”) to ordinary
shareholders (“Shareholders”) recorded in the register of the Company at the close of business on the
Record Date, being Friday, 21 April 2017 (“the Record Date”).

Shareholders will, however, be entitled to elect to receive a cash dividend of 24.21000 cents per ordinary
share (“the Cash Dividend”) with a par value of 5 cents per share held on the Record Date in respect of all or
part of their ordinary shareholding, instead of the Scrip Distribution.

A circular setting out, inter alia, the terms of the Scrip Distribution and Cash Dividend alternative, including a
Form of Election, was posted to shareholders on Wednesday, 29 March 2017.

The Cash Dividend will be paid only to those:

-   certificated Shareholders whose Forms of Election to receive the Cash Dividend, in respect of all or part
    of their shareholding, are received by the Transfer Secretaries on or before 12h00 on Friday, 21 April
    2017; and
-   dematerialised Shareholders who have instructed their CSDP or broker accordingly and in the manner
    and time stipulated in their agreement with such CSDP or broker.

The number of Scrip Distribution shares to which each Shareholder will become entitled pursuant to the
Scrip Distribution (to the extent that such Shareholder has not elected to receive the Cash Dividend) will be
determined by reference to such Shareholder's ordinary shareholding in Clover (at the close of business on
the Record Date) in relation to the ratio that 24.21000 cents bears to 1909 cents, representing the volume
weighted average price ("VWAP") of an ordinary Clover share traded on the Johannesburg Stock Exchange
("JSE") during the 15-day trading period ending on Thursday, 6 April 2017. The ratio of Scrip Distribution
shares to which each Shareholder will become entitled pursuant to the Scrip Distribution (to the extent that
such Shareholder has not elected to receive the Cash Dividend) is therefore 1.2682 Scrip Distribution share
for every 100 ordinary shares held on the Record Date.

Where the application of this ratio gives rise to a fraction of an ordinary share, such fraction will be rounded
down to the nearest whole number, resulting in allocations of whole ordinary shares and a cash payment for
the fraction.

The applicable cash payment will be determined with reference to the VWAP of an ordinary Clover share
traded on the JSE on Wednesday, 19 April 2017, (being the day on which an ordinary Clover share begins
trading 'ex' the entitlement to receive the Scrip Distribution or the Cash Dividend alternative), discounted by
10%.

The applicable cash payment will be announced on SENS on Thursday, 20 April 2017.

Example of Scrip Distribution entitlement:
This example assumes that a Shareholder holds 100 ordinary shares at the close of business on the Record
Date and does not elect to receive the Cash Dividend in respect of all or part of their shareholding.

New ordinary share entitlement =
(100 x 24.21000) / VWAP
= 1.2682 new Scrip Distribution share
(then apply the Rounding Provision described above)
= 1 Scrip Distribution share in respect of the 100 ordinary shares held.

Johannesburg
7 April 2017

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

NSX Sponsor
IJG SECURITIES

Date: 07/04/2017 10:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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