Howden Africa Holdings Limited - Licence Agreement Between Howden And Its

Howden Africa Holdings Limited - Licence Agreement Between Howden And Its       
                                 Holding Company                                
Howden Africa Holdings Limited                                                  
(Incorporated in the Republic of South Africa)                                  
(Registration number 1996/002982/06)                                            
Share code: HWN & ISIN: ZAE000010583                                            
("HAHL" or "the Company")                                                       
LICENCE AGREEMENT BETWEEN HAHL AND ITS HOLDING COMPANY HOWDEN HOLDINGS LIMITED  
("HHL")                                                                         
1.   Introduction                                                               
1.1  Shareholders are advised that HAHL has entered into a new licence agreement
("the licence agreement") with its UK based holding company, Howden Holdings    
Limited ("HHL"), which secures the company"s rights to leading global           
technology, for the foreseeable future. This new agreement replaces the original
agreement, which was initially signed in 1973.                                  
1.2  In consideration of HAHL"s payment of the royalties under the licence      
     agreement, HHL has granted HAHL the right to manufacture, sell, promote and
     use specific products on the African Continent, including without          
     limitation Madagascar, Reunion and Mauritius but excluding Algeria, Egypt  
and Morocco. This agreement does not cover products where design rights are
     owned by HAHL.                                                             
2.   Terms and conditions pertaining to the licence agreement                   
The licence agreement takes effect from 1 January 2005, and shall continue for  
an initial period of five years from that date, subject to no material breach or
default by either party. Thereafter the agreement will continue for successive  
periods of one year.                                                            
Based on management"s estimates and the current level of activity within the    
company, these payments are expected to amount to approximately R1m (one million
Rand) for the year ending 31 December 2005, an amount similar to the amount that
would have been paid under the previous agreement. The terms of the new         
agreement provide for a maximum payment of R3m (three million Rand) in any      
calendar year for the first five years.                                         
3.   Categorisation of the Licence agreement                                    
     The licence agreement is classified as a small related party transaction in
     terms of the Listings Requirements of JSE Limited ("JSE"). Since these     
arrangements are essentially in the form of a renewal of existing          
     arrangements and since the new agreement has recently been approved by the 
     Exchange Control Authorities, and as part of this process received the     
     approval of the Department of Trade and Industry, the JSE has agreed to the
company"s request that no fair and reasonable opinion be provided, and has 
     provided the requisite dispensation to the company.                        
15 December 2005                                                                
Advisor and Sponsor to HAHL                                                     
PricewaterhouseCoopers Corporate Finance (Pty) Ltd                              
(Registration number 1970/003711/07)                                            
Attorneys                                                                       
Cliffe Dekker Attorneys                                                         
Date: 15/12/2005 05:05:14 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department