Proposed Disposal of T and E Pipe Systems and Renewal of Further Cautionary Winhold Limited (Incorporated in the Republic of South Africa) (Registration number 1945/019679/06) Share code WNH ISIN ZAE000033916 (“Winhold” or “the company”) ANNOUNCEMENT TO SHAREHOLDERS REGARDING THE PROPOSED DISPOSAL OF T AND E PIPE SYSTEMS (A DIVISION OF INMINS TRADING PROPRIETARY LIMITED, A 74.9% OWNED SUBSIDIARY OF WINHOLD) (“T AND E”) AND RENEWAL OF FURTHER CAUTIONARY ANNOUNCEMENT 1. INTRODUCTION Further to the further cautionary announcement dated 2 August 2012, shareholders are advised that Winhold has entered into an agreement in principle in terms of which it will dispose of its interests in T and E to Robor Limited (“the purchaser” and “the disposal”) and the conclusion of a supply agreement with Inmins, preliminary details of which are contained in this announcement. The definitive agreements governing the disposal are in the course of preparation. The disposal is subject inter alia to the conditions precedent set out in paragraph 4 below. 2. RATIONALE FOR THE DISPOSAL T and E has experienced difficult market conditions which suppressed volumes significantly which caused under utilisation of capacity resulting in severe funding pressures. The ROBOR Group have in-group products available which otherwise had to be outsourced which makes the product more competitive and this should enable T and E to become profitable again. Robor will also sign a distribution agreement with Inmins to distribute their full range of products. 3. DETAILS OF THE DISPOSAL 3.1 Winhold will dispose of T and E to the purchaser for an amount to be determined after the due diligence exercise. The consideration will be settled in cash on the closing date of the disposal, which will be the third business day after the fulfilment of the conditions precedent set out below (“the closing date”). 3.2 The agreement will contain limited warranties that are usually found in agreements regarding transactions of this nature. 3.3 The proceeds of the disposal will be used to reduce debt and improve the gearing profile of the company. 4. CONDITIONS PRECEDENT The conditions precedent to which the disposal is subject are, inter alia: 4.1 The completion of a due diligence review by Robor; 4.2 Finalization of legal agreements, including the Robor product distribution agreement; 4.3 a written resolution of the board of directors of Winhold and Robor approving the transactions; 4.4 approval of the disposal by the shareholders of Winhold in a special general meeting; 4.5 approval of the documentation required to implement the disposal by the necessary regulatory authorities, including the Johannesburg Stock Exchange; and the Competition Commission of South Africa. 5. FINANCIAL EFFECTS OF THE DISPOSAL The financial effects of the disposal cannot at this stage be determined with any reasonable accuracy and such effects therefore will be published in a further announcement once they have been determined and the agreement concluded. 6. RENEWAL OF FURTHER CAUTIONARY ANNOUNCEMENT The further cautionary announcement dated 2 August 2012 is hereby renewed and will be withdrawn when the financial effects of the disposal are released. 7. CIRCULAR TO SHAREHOLDERS A circular containing details of the disposal and a notice convening a special general meeting of the company will be posted to the shareholders of Winhold in due course. By order of the board. Johannesburg 4 September 2012 Sponsor Attorneys Arcay Moela Sponsors Fluxmans Auditors and Reporting Accountants BDO South Africa Inc. Date: 05/09/2012 09:23:00 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.