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
("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 12 September 2018(“Allocation Date”) to executive
directors and other executives of the Company on 12 September 2018
at an allocation price of R15.57 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 11 September 2018).

EXECUTIVE DIRECTORS

Mr JH Vorster
Total number of SARs allocated and accepted: 1 195 682
Allocation Price: R 15-57
Allocation Date: 12 September 2018
Deemed value of transaction: R18 616 –768 - 74

Mr FF Scheepers
Total number of SARs allocated and accepted: 547 781
Allocation Price: R 15-57
Allocation Date: 12 September 2018
Deemed value of transaction: R8 528 950 - 17

OTHER EXECUTIVES

Mr JHF Botes
Total number of SARs allocated and accepted: 459 926
Allocation Price: R 15-57
Allocation Date: 12 September 2018
Deemed value of transaction: R7 161 047 - 82

Mr H Lubbe
Total number of SARs allocated and accepted: 455 598
Allocation Price: R 15-57
Allocation Date: 12 September 2018
Deemed value of transaction: R7 093 660 -86

Mr MM Palmeiro
Total number of SARs allocated and accepted: 465 075
Allocation Price: R 15-57
Allocation Date: 12 September 2018
Deemed value of transaction: R7 241 217 - 75

Mr J van Heerden
Total number of SARs allocated and accepted: 453 118
Allocation Price: R 15-57
Allocation Date: 12 September 2018
Deemed value of transaction: R7 055 047 - 26

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
Director and/or other Executives 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 acceptance of the individual allocations has been
given, all interests are direct, beneficial and all transactions
occurred off-market.

Neither the Executive Directors nor the other Executives exercised
discretion in their acceptance of the individual allocations,
which are granted in terms of annual top-up allocations forming
part of their remuneration packages.

Johannesburg
21 September 2018

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

NSX Sponsor
Mercantec Capital Namibia Proprietary Limited
Date: 21/09/2018 12:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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