Award of Rights in Terms of Imperial Share Incentive Schemes Imperial Holdings Limited (Incorporated in the Republic of South Africa) Registration number: 1946/021048/06 ISIN: ZAE000067211 Share code: IPL (‘Imperial’ or “Company”) AWARD OF RIGHTS IN TERMS OF IMPERIAL SHARE INCENTIVE SCHEMES In compliance with the Listings Requirements of the JSE Limited the following information is provided: Imperial has awarded Deferred Bonus Plan (DBP) and Conditional Share Plan (CSP) rights to its executive directors and directors of material subsidiaries as set out below. These awards are in respect of the 2018 financial year as disclosed in the Integrated Annual Report, which allocations had been deferred until after completion of the unbundling of Motus Holdings Limited. DBP rights entitle the director to commit an equal number of Imperial shares to the scheme, which will be held in escrow until vesting in September 2021. Upon vesting, Imperial will be obliged to deliver a matching share for each committed share. CSP rights will vest in September 2021, 2022 and 2023 and entitle the director to receive a number of Imperial shares subject to the achievement of specific cumulative performance conditions determined by the Board as follows: Condition Target Weighting HEPS Compared to Peer group with 30% vesting 35% if performance is above the lower quartile and 100% vesting if performance is in the upper quartile of the Peer group Return on Invested 2% over Weighted Average Cost of 20% Capital Capital. 0% vests if performance is (ROIC) below target. Operating Profit Inflation + twice GDP growth in 20% growth International and SA Divisions, >10% growth in African Regions, weighted for the revenue contribution of each territory. 0% vests if performance is below target. Succession planning Must be in place at each vesting date 15% Board must approve the adequacy of succession. Discretionary To assess non-quantifiable performance 10% over the vesting period Directors of Imperial Holdings Limited Name of director Number of DBP Number of CSP Deemed total value M Akoojee 142 111 460 900 R39,250,000 JG de Beer 76 817 307 267 R25,000,000 M Swanepoel 162 851* - R10,600,000 Directors of material subsidiaries Name of director Number of DBP Number of CSP Deemed total value H Bicil 32 563 253 495 R18 619 500 N vd Westhuizen 21 985 238 132** R16 931 000 *Vests in 2019 **CSP rights will vest in September 2021 and 2022 All CSP and DBP awards were done off-market effective 30 November 2018 and the Imperial share price used to calculate the deemed total value of the awards is R65.09. In relation to all transactions, prior written approval in terms of paragraph 3.66 of the Listings Requirements was obtained and nature of interest is direct beneficial. Company Secretary RA Venter 5 December 2018 BEDFORDVIEW Sponsor: Merrill Lynch South Africa (Pty) Limited Date: 05/12/2018 04:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.