Appointment of non-executive director and cautionary announcement TORRE INDUSTRIAL HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number: 2012/144604/06) Share code: TOR ISIN: ZAE000169322 (“Torre” or “the Company”) APPOINTMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR AND CAUTIONARY ANNOUNCEMENT APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR In compliance with section 3.59 of the Listings Requirements of the JSE Limited, the board of directors of Torre is pleased to announce the appointment of Mr Alan Keschner (“Mr Keschner”) as an independent non-executive director with effect from 25 February 2013. Mr Keschner has a BSc in Mechanical Engineering and a Post- Graduate Diploma and Masters Degree in Industrial Administration. Mr Keschner has also completed various advanced courses in finance and management. Mr Keschner has held substantial permanent and interim management positions in both privately held and listed companies and has had executive and non-executive director representation on various boards. He was an executive and main board member of the Hudaco Group for a number of years, a business that is listed on the JSE and focussed on sales and distribution of industrial and automotive consumables. In this role Mr Keschner gained experience that will be invaluable to Torre going forward. Mr Keschner has broad experience in mergers and acquisitions, turnarounds, restructurings, growth initiatives, team development and business and asset sales. He also has extensive global travel and international business experience and close ties to a range of financial institutions and investment funds. Mr Keschner has a strong knowledge of company legislation, legal activities and corporate governance and has experience in advisory, training and mentoring work, including at educational institutions. He has worked in a wide range of industrial and trading industries, including the spare parts, capital equipment and services sectors. The Company welcomes Mr Keschner to the board and looks forward to gaining from his insight and experience. CAUTIONARY ANNOUNCEMENT Shareholders are advised that Torre is in advanced negotiations regarding the acquisition of 100% of the business of Tractor and Grader Supplies (Pty) Ltd (“TGS”). The acquisition of TGS will constitute a Category 1 transaction under the JSE Listing Requirements. If the acquisition is successfully concluded, it may have a material effect on the price of the Company’s securities. The proposed acquisition is consistent with Torre’s strategy of building a diversified portfolio of quality industrial businesses via both acquisitive and organic growth. TGS was established in 1994 in Kempton Park and has been serving the aftermarket earthmoving industry for over 15 years. TGS specializes in repair parts and components for Mining and Construction earthmoving equipment, including wear and undercarriage solutions. TGS has a Rebuild Centre which is fully equipped for complete machine rebuilds and component repairs. TGS has several strategically positioned branches in Southern Africa and boasts ISO 9001:2008 certification. A term sheet has been signed between the parties and Torre expects to finalise its due diligence exercise, sign full legal agreements and secure financing for the acquisition within the next four weeks. Accordingly, shareholders are advised to exercise caution when dealing in the Company’s securities until a further announcement is made in this regard. Johannesburg 25 February 2013 Corporate adviser: AfrAsia Corporate Finance Proprietary Limited Designated adviser: PSG Capital Proprietary Limited Date: 25/02/2013 12:00:00 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.