Acceptance of Conditional Shares in terms of the Rolfes Holdings Limited Conditional Share Plan ROLFES HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 2000/002715/06) Share Code: RLF & ISIN: ZAE000159836 ("Rolfes" or "the Company") ACCEPTANCE OF CONDITIONAL SHARES IN TERMS OF THE ROLFES HOLDINGS LIMITED CONDITIONAL SHARE PLAN Shareholders are referred to the announcement released on the Stock Exchange News Service of the JSE Limited on 10 April 2017, for the results of the General Meeting where shareholders approved the Rolfes 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 Rolfes Holdings Limited Shares issued in terms of the CSP. CSP awards are subject to performance criteria and vest as follows: - 100% of award to vest in full after 3 financial years, linked to predefined performance criteria. - All CSP awards have a strike price of R Nil and a notional value of R 2,78 per security. Clearances in terms of the JSE Limited Listings Requirements were obtained. Name of director R M Buttle Name of company Rolfes Holdings Limited Date transaction was effected 5 December 2017 Class of security CSP awards in respect of ordinary shares Number of CSP awards 1 177 240 Total value R3 272 727.20 Nature of transaction Off market acceptance of allocation of CSP awards Nature of interest Direct beneficial Name of director A P Broodryk Name of company Rolfes Holdings Limited Date transaction was effected 5 December 2017 Class of security CSP awards in respect of ordinary shares Number of CSP awards 706 344 Total value R1 963 636.32 Nature of transaction Off market acceptance of allocation of CSP awards Nature of interest Direct beneficial Name of director L P Ngubo Name of company All major subsidiaries of Rolfes Holdings Limited Date transaction was effected 5 December 2017 Class of security CSP awards in respect of ordinary shares Number of CSP awards 100 000 Total value R 278 000.00 Nature of transaction Off market acceptance of allocation of CSP awards Nature of interest Direct beneficial Name of director G J Badenhorst Name of company Rolfes Agri Proprietary Limited Date transaction was effected 5 December 2017 Class of security CSP awards in respect of ordinary shares Number of CSP awards 350 000 Total value R 973 000.00 Nature of transaction Off market acceptance of allocation of CSP awards Nature of interest Direct beneficial Name of director N R Bevis Name of company Bragan Chemicals Proprietary Limited Date transaction was effected 5 December 2017 Class of security CSP awards in respect of ordinary shares Number of CSP awards 350 000 Total value R 973 000.00 Nature of transaction Off market acceptance of allocation of CSP awards Nature of interest Direct beneficial Name of director F D Denner Name of company Rolfes Agri Proprietary Limited Date transaction was effected 5 December 2017 Class of security CSP awards in respect of ordinary shares Number of CSP awards 150 000 Total value R 417 000.00 Nature of transaction Off market acceptance of allocation of CSP awards Nature of interest Direct beneficial Name of director L C Govender Name of company Rolfes Chemicals Proprietary Limited Date transaction was effected 5 December 2017 Class of security CSP awards in respect of ordinary shares Number of CSP awards 350 000 Total value R 973 000.00 Nature of transaction Off market acceptance of allocation of CSP awards Nature of interest Direct beneficial Name of director Q T Marais Name of company Rolfes Chemicals Proprietary Limited Date transaction was effected 5 December 2017 Class of security CSP awards in respect of ordinary shares Number of CSP awards 350 000 Total value R 973 000.00 Nature of transaction Off market acceptance of allocation of CSP awards Nature of interest Direct beneficial Name of director A C Opperman Name of company Rolfes Water Proprietary Limited Date transaction was effected 5 December 2017 Class of security CSP awards in respect of ordinary shares Number of CSP awards 350 000 Total value R 973 000.00 Nature of transaction Off market acceptance of allocation of CSP awards Nature of interest Direct beneficial Name of director C J van der Walt Name of company Rolfes Agri Proprietary Limited Date transaction was effected 5 December 2017 Class of security CSP awards in respect of ordinary shares Number of CSP awards 150 000 Total value R 417 000.00 Nature of transaction Off market acceptance of allocation of CSP awards Nature of interest Direct beneficial Johannesburg 6 December 2017 Sponsor: Grindrod Bank Limited Investor relations: Singular Systems Date: 06/12/2017 09:10:00 Produced by the JSE SENS Department. 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