Joint announcement: Results of Control Instruments general meeting CONTROL INSTRUMENTS GROUP LIMITED (Incorporated in the Republic of South Africa) (Registration number: 1964/003987/06) Share Code: CNL ISIN: ZAE000001665 (“Control Instruments”) TORRE INDUSTRIAL HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number: 2012/144604/06) Share Code: TOR ISIN: ZAE000169322 (“Torre”) JOINT ANNOUNCEMENT: RESULTS OF CONTROL INSTRUMENTS GENERAL MEETING Shareholders are referred to the joint announcement released on SENS on 6 March 2014 by Control Instruments and Torre, as well as the circular to Control Instruments shareholders dated 6 March 2014 regarding the firm intention by Torre to make an offer to acquire up to 100% of the total issued shares in Control Instruments not already owned by Torre, being 91 761 265 shares (the “Offer Shares”), by way of: - a scheme of arrangement in terms of section 114(1)(c) of the Companies Act, No. 71 of 2008, as amended (the “Companies Act”), to be proposed by the board of directors of Control Instruments between Control Instruments and its shareholders (the “Shareholders”) other than Torre (the "Control Instruments Shareholders") (the "Scheme"); or - if the Scheme is not proposed or fails, an offer by and at the election of Torre to the Control Instruments Shareholders to acquire the Offer Shares (the “General Offer”). Shareholders are hereby advised that, at the general meeting of Control Instruments shareholders held today, 7 April 2014, the special resolution to approve the Scheme and the ordinary resolution in connection with the Scheme were passed by the requisite majority of Shareholders. Accordingly, the General Offer will not be made by Torre. Shareholders are further advised that no Control Instruments Shareholders voted against the special resolution to approve the Scheme, and, accordingly, the provisions of section 115(3) of the Companies Act are not applicable to the Scheme. The implementation of the Scheme remains subject to the fulfilment or, if appropriate, waiver (in whole or in part) of the following suspensive conditions by no later than 30 April 2014 or such later date/s as may be agreed to between Torre and Control Instruments: - the receipt of approval from the South African Competition Authorities; - the receipt of unconditional approval from the Takeover Regulation Panel in terms of a compliance certificate to be issued in terms of the Companies Act in relation to the Scheme; and - the counterparties to all material contracts (as agreed between Torre and Control Instruments) consenting to the change of control as a result of the implementation of Scheme. Once all the conditions precedent to the Scheme have been fulfilled or waived (in whole or in part), as the case may be, a further announcement regarding the relevant dates for the implementation of the Scheme will be made. Johannesburg 7 April 2014 Sponsor to Control Instruments: Investec Bank Limited Legal Adviser to Control Instruments: Bowman Gilfillan Incorporated Corporate Advisor to Torre: AfrAsia Corporate Finance Proprietary Limited Designated Adviser to Torre: PSG Capital Proprietary Limited Legal Advisor to Torre: DLA Cliffe Dekker Hofmeyr Incorporated Date: 07/04/2014 02:28:00 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.