Companies Act 71 of 2008 Section 45(5) (a) announcement HOWDEN AFRICA HOLDINGS LIMITED (Incorporated in Republic of South Africa) (Registration Number 1996/002982/06) Share Code: HWN ISIN: ZAE000010583 ("HAHL") VOLUNTARY ANNOUNCEMENT-COMPANIES ACT 71 OF 2008 SECTION 45(5)(a) ANNOUNCEMENT 1. The shareholders of Howden Africa Holdings Ltd (“the Company”) adopted a special resolution in terms of section 45(3)(a)(ii) of the Companies Act 71 of 2008, as amended (“the Act”) at the Company’s annual general meeting held on 30 May 2013, in terms of which they approved the board of directors of the Company (“the Board”) and/or any of its subsidiaries providing, in terms of and subject to the provisions of section 45 of the Act, direct or indirect financial assistance by way of a loan, guarantee, the provision of security or otherwise to any companies or corporations that are related or interrelated to the Company and/or its subsidiaries at any time during the period of two years up to a maximum aggregate limit of R400 000 000. 2. On 28 November 2013 the Board adopted a resolution in terms of section 45(2) the Act (“section 45 board resolution”), authorising the following: 2.1 The Company bind itself to The Standard Bank of South Africa Limited ("the Bank") as surety and co-principal debtor for any present and future indebtedness of: 2.1.1 Howden Africa (Proprietary) Limited (Registration Number: 2006/014232/07); and/or 2.1.2 James Howden Holdings Limited (Registration Number: 1946/022533/06); and/or 2.1.3 Howden Donkin (Proprietary) Limited (Registration Number: 1965/006731/07) ("the Debtor") to the Bank; 2.2 The Company cede all its claims which it jointly or severally now or in the future has against the Debtor for any reason, as a continuing covering security for all its indebtedness to the Bank, whether existing, future or contingent and whether in terms of the said suretyship or otherwise, in a form similar to the Bank's form of Suretyship and Cession of Claims which has been submitted to and approved by this meeting ("the Security"); and 2.3 The Security be for an amount limited to a maximum of R10 000 000.00 (Ten million rand) plus further interest, collection commission and costs on the attorney and client scale. 3. In addition to paragraph 2 above the following subsidiaries adopted similar section 45 board resolutions on 3 December 2013: 3.1 Howden Africa (Pty) Ltd agreed to stand as surety for the following companies to a maximum of R200 million: 3.1.1 Howden Africa Holdings Ltd 3.1.2 James Howden Holdings Ltd 3.1.3 Howden Donkin (Pty) Ltd 3.2 James Howden Holdings Ltd agreed to stand as surety for the following companies to a maximum of R90 million: 3.2.1 Howden Africa Holdings Ltd 3.2.2 Howden Africa (Pty) Ltd 3.2.3 Howden Donkin (Pty) Ltd 3.3 Howden Donkin (Pty) Ltd agreed to stand as surety for the following companies to a maximum of R1 million: 3.3.1 Howden Africa Holdings Ltd 3.3.2 Howden Africa (Pty) Ltd 3.3.3 James Howden Holdings Ltd 4. It is confirmed that the Company and its subsidiaries guaranteed the debts of eachother in the aggregate of R301 million. 5. Prior to authorising the loans contemplated in paragraph 2 and 3, the Board of the Company and its subsidiaries were satisfied that: 5.1 Immediately after providing the financial assistance, the relevant company would satisfy the solvency and liquidity test set out in section 4 of the Companies Act, as contemplated in section 45(3)(b)(i) of the Companies Act; 5.2 The terms under which the financial assistance is proposed to be given are fair and reasonable to the relevant company, as contemplated in section 45(3)(b)(ii) of the Companies Act; and 5.3 The conditions or restrictions regarding the granting of financial assistance set out in the Company’s Memorandum of Incorporation had been satisfied, as contemplated in section 45(4) of the Companies Act. 6. At the time when the Board of the company and its respective subsidiaries adopted the section 45 board resolutions, the financial assistance contemplated therein exceeded one-tenth of 1% of the Company’s or relevant subsidiary’s net worth, and the Company and its subsidiaries hereby provides notice of the section 45 board resolution to the Company’s shareholders as required by section 45(5)of the Companies Act. 11 December 2013 Sponsor PricewaterhouseCoopers Corporate Finance (Pty) Ltd (Registration number 1970/003711/07) Date: 11/12/2013 02:24:00 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. 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