Directors resolution to apply for winding up of the company and further cautionary announcement Erbacon Investment Holdings Limited Incorporated in the Republic of South Africa (Registration number: 2007/014490/06) Share code: ERB ISIN: ZAE000111571 (“Erbacon” or “the Company”) DIRECTORS RESOLUTION TO APPLY FOR WINDING-UP OF THE COMPANY AND FURTHER CAUTIONARY ANNOUNCEMENT 1. Exercise of Security over Civcon Shares 1.1 Shareholders are referred to the announcement issued on 2 October 2013 notifying them that the Company’s major guarantee provider had indicated to the Company that it would exercise its rights over the shares in Civcon Construction (Pty) Limited (“Civcon”) (“Civcon Shares”), which Civcon Shares had been pledged to the major guarantee provider as security for the financial facilities made available to the Company by the major guarantee provider (“Pledge”). The major guarantee provider duly exercised its rights in terms of the Pledge and is therefore entitled to dispose of the Civcon Shares. 1.2 The announcement further indicated that the value to be realised by the Company on the transfer of the Civcon shares was under negotiation, however the net effect was likely to be a material decrease in the net tangible asset value of the Company compared to the position as at 28 February 2013. 1.3 Shareholders are hereby advised that an agreement has been reached with the Company’s major guarantee provider, Civcon, Civcon Holdings(Pty) Limited (“Civcon Holdings”) and the Company, in terms of which the major guarantee provider disposed of the Civcon Shares to Civcon Holdings and in terms of which, in exchange for consenting to the disposal, the Company has been released of all its indebtedness and other potential liabilities relating to its subsidiaries to the guarantee provider and its liabilities in respect of its loan account with Civcon. 1.4 The above disposal will be implemented with effect from 31 October 2013. The effect of implementing the above will be that the Company will not have any other operational assets left and will therefore be unable to continue to conduct its business. The further effect will be that the Company’s liabilities will exceed its assets. 2. Directors Resolution to Wind-up the Company 2.1 The remaining directors of the Company have considered the financial position of the Company and the potential for it to continue to operate. The directors have concluded that, taking into account the options available to the Company, it is unable to continue as a going concern. The directors have therefore resolved to take the necessary actions for the Company to be wound-up. 3. Further Cautionary Announcement Further announcements regarding the winding-up of the Company will be made in due course and shareholders are advised to continue to exercise caution when dealing in the Company’s securities. 30 October 2013 Johannesburg Designated adviser: PSG Capital Proprietary Limited Date: 30/10/2013 05:30:00 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.