CLOVER INDUSTRIES LIMITED - Allocation and acceptance of share appreciation rights (SARs) by executive directors and other executives

Allocation and acceptance of share appreciation rights (“SARs”) by executive directors and other executives

CLOVER INDUSTRIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2003/030429/06)
Ordinary Share code: CLR
NSX Ordinary Share code: CLN
ISIN: ZAE000152377
("Clover Industries" or "the Company")

ALLOCATION AND ACCEPTANCE OF SHARE APPRECIATION RIGHTS (“SARs”) BY
EXECUTIVE DIRECTORS AND OTHER EXECUTIVES

In accordance with the approved Restated Clover Share Appreciation
Rights Plan (2010), the following annual (top-up) SARs were
allocated on 30 June 2017(“Allocation Date”) to, and accepted by
executive directors and other executives of the Company on 30 June
2017 at an allocation price of R16.75 per SAR, which is based on
the volume weighted average price of an ordinary share on the JSE
over the seven trading days immediately prior to the Allocation
Date (being 30 June 2017).

EXECUTIVE DIRECTORS

Mr JH Vorster
Total number of SARs allocated and accepted: 1 087 427
Allocation Price: R 16-75
Allocation Date: 30 June 2017
Deemed value of transaction: R18 214 402-20

Mr ER Bosch
Total number of SARs allocated and accepted: 426 302
Allocation Price: R 16-75
Allocation Date: 30 June 2017
Deemed value of transaction: R7 140 558-50

OTHER EXECUTIVES

Mr JHF Botes
Total number of SARs allocated and accepted: 417 645
Allocation Price: R 16-75
Allocation Date: 30 June 2017
Deemed value of transaction: R6 995 553-75

Mr H Lubbe
Total number of SARs allocated and accepted: 413 886
Allocation Price: R 16-75
Allocation Date: 30 June 2017
Deemed value of transaction: R6 932 590-50

Mr MM Palmeiro
Total number of SARs allocated and accepted: 423 249
Allocation Price: R 16-75
Allocation Date: 30 June 2017
Deemed value of transaction: R7 089 420-75

Mr J van Heerden
Total number of SARs allocated and accepted: 340 330
Allocation Price: R 16-75
Allocation Date: 30 June 2017
Deemed value of transaction: R5 700 527-50

All of the SARs allocated may be exercised on or after the third
anniversary of the Allocation Date.

The SARs will only vest on the date referred to above if the
applicable performance criteria as determined by the Group
Remuneration Committee (“Remco”) have been met.

All SARs which have vested must be exercised by the Executive on
or before the fifth anniversary of the Allocation Date relating to
such allocation of SARs.

In respect of each SAR exercised, the Executive Director and/or
other Executive will be entitled to be settled, with such number
of ordinary shares as could be acquired on the JSE at the fair
market value (being the volume weighted average price of an
ordinary share on the JSE over the seven trading days immediately
prior to the exercise date) on date of exercise of the SAR (“Fair
Market Value”) using a cash amount equal to A where A is
calculated in accordance with the following formula -

A = (B – C)

where -

A = the Due Amount;

B = the Fair Market Value of an ordinary share on the date on
    which such SAR is exercised;

C = the Allocation Price of such SAR,

provided that the Due Amount shall never be less than Rnil;
provided further that Remco may, instead of settling an Executive
Director and/or Executive as aforesaid, determine that he shall be
paid a cash amount equal to A in the aforegoing formula.

Approval for the individual allocations has been given and the
individual allocations have been duly accepted, all interests are
directly beneficial and all transactions occurred off the market.



Johannesburg
3 July 2017

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

NSX Sponsor
IJG Securities

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