Voluntary update and new 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”) VOLUNTARY UPDATE AND NEW CAUTIONARY ANNOUNCEMENT With a number of corporate transactions currently underway, the Company felt it appropriate to provide shareholders with an overview of the transaction processes as well as the anticipated order of their announcement and completion. Private Placement On 13 January 2014 Torre announced that it had scheduled a road show to potential investors during January 2014 to raise a minimum of R175 000 000 by way of a private placement of new Torre shares. The private placement road show was completed on Friday 24 January 2014 and an announcement to shareholders on the success thereof, together with pro forma financial effects, will be made on or before Friday 7 February 2014. The private placement is expected to be completed on or before Friday 4 April 2014. Control Instruments On 12 December 2013 Torre announced the acquisition of 34.26% of Control Instruments Group Limited (“Control Instruments”). Torre also indicated that it was considering acquiring additional shares to further increase its interest in Control Instruments (“Potential CI Acquisition”). On 13 January 2014 Torre announced that the Potential CI Acquisition was progressing successfully but remained subject to the conclusion of a satisfactory due diligence review. Shareholders are advised that an announcement containing further information on the progress of the Potential CI Acquisition will be released on or before Friday 7 February 2014. Kanu On 12 December 2013 Torre cautioned shareholders that it had entered into discussions regarding the acquisition of a West African equipment business (“Kanu Acquisition”). On 13 January 2014 Torre announced that those discussions led to the signing of a term sheet. Certain of the terms of the Kanu Acquisition were detailed in that SENS announcement. Shareholders are advised that a further announcement on the Kanu Acquisition, containing the final transaction terms and pro forma financial effects, will be released on or before Friday 28 February 2014. The Kanu Acquisition is expected to be completed on or before Friday 28 February 2014. Beech On 13 January 2014 Torre announced that it had signed a term sheet to acquire 100% of a Mauritian company, Beech Finance Limited (“Beech Acquisition”). Certain of the terms of the Beech Acquisition were detailed in that SENS announcement. Shareholders are advised that a further announcement on the Beech Acquisition, containing the final transaction terms and pro forma financial effects, will be released on or before 28 February 2014. The Beech Acquisition is expected to be completed on or before Friday 28 February 2014. Power Parts On 13 January 2014 Torre voluntarily announced that it had concluded an agreement to acquire 51% of a Namibian spare parts business, Power Parts Namibia CC (“Power Parts Acquisition”). The Power Parts Acquisition remains conditional on the approval of the Namibian Competition Commission, which approval is expected imminently. Shareholders are advised that no further announcements will be made with respect to the Power Parts Acquisition unless this approval is not granted. Cautionary Shareholders are advised that Torre is in negotiations regarding the acquisition of a business in the materials handling sector. If the acquisition is successfully concluded, it may have a material effect on the price of the Company’s securities. Accordingly, shareholders are advised to exercise caution when dealing in the Company’s securities until a further announcement is made in this regard. Johannesburg 28 January 2014 Corporate Adviser to Torre AfrAsia Corporate Finance (Pty) Limited Designated Adviser PSG Capital Proprietary Limited Date: 28/01/2014 05:13:00 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.