Changes to the board, dealings in securities by associates and section 122 acquisition of shares 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”) CHANGES TO THE BOARD, COMMITTEES AND COMPANY SECRETARY, SHARE DEALINGS OF ASSOCIATES OF SUBSIDIARY DIRECTORS AND SECTION 122 ANNOUNCEMENT 1. CHANGES TO THE BOARD, COMMITTEES AND COMPANY SECRETARY In accordance and compliance with paragraph 3.59 of the JSE Listings Requirements, Torre wishes to advise shareholders of the following changes which are effective 11 April 2014: 1.1 Messrs Alan Keschner and Quentin van Breda have resigned as directors. The Board expresses its appreciation to them for their services to the group. 1.2 Mr Chris Seabrooke B.Com, B Acc, MBA, FCMA has been appointed an independent non-executive director of Torre and a member of its audit and risk and nominations and remuneration committees. Chris is CEO of Sabvest Limited, Chairman of Transaction Capital Limited and Metrofile Holdings Limited, Deputy Chairman of Massmart Holdings Limited and a director of Brait SE, Datatec Limited, and Net1 UEPS Technologies Inc. He is a director of a number of unlisted companies including Mineworkers Investment Company (Pty Ltd and is also Deputy Chairman of Primedia Holdings (Pty) Ltd. 1.3 Mr Moss Ngoasheng has been appointed an independent non- executive director of Torre and a member of its nominations and remuneration and social and ethics committees. Moss is CEO of Safika Holdings (Pty) Ltd. He served as economic advisor to the Presidency of South Africa from 1995 to 2000 under Presidents Nelson Mandela and Thabo Mbeki, served on the Economic Policy Unit of the African National Congress for a number of years and was a consultant on aspects of economic policy in South Africa to The World Bank and National Housing Forum (South Africa). 1.4 Neil Esterhuysen Attorneys Inc have resigned as Company secretary of Torre. The Board thanks them for their services to the Group. 1.5 Mr Sean Graham has been appointed Company Secretary of Torre. Sean was previously Company secretary of Control Instruments Group Ltd. 2. SHARE DEALINGS OF ASSOCIATES OF DIRECTORS OF SUBSIDIARIES In compliance with paragraphs 3.63 to 3.74 of the JSE Listings Requirements, the following dealings by associates of directors of a subsidiary of Torre are disclosed below: COMPANY : Torre Industrial Holdings Limited NAME OF DIRECTOR : Mark Scott NAME OF ASSOCIATE Creeky Glen Trust STATUS OF DIRECTOR : Managing Director of major subsidiary of Torre, TGS TYPE AND CLASS OF SECURITIES : Ordinary Shares NATURE OF TRANSACTION : Shares were transferred to settle advisory fees related to the sale of TGS to Torre, off-market NATURE AND EXTENT OF : Indirect Beneficial DIRECTOR’S INTEREST IN THE TRANSACTION DATE OF TRADE : 11 April 2014 DEEMED PRICE PER SHARE : R2.89 TOTAL NUMBER OF SECURITIES : 364 463 TRANSACTED TOTAL RAND VALUE OF SECURITIES : R1 053 298 CONFIRMATION THAT CLEARANCE : Not required HAS BEEN GIVEN IN TERMS OF PARAGRAPH 3.66 COMPANY : Torre Industrial Holdings Limited NAME OF DIRECTOR : Barry Cunningham NAME OF ASSOCIATE Inhimwe Trust STATUS OF DIRECTOR : Managing Director of major subsidiary of Torre, TGS TYPE AND CLASS OF SECURITIES : Ordinary Shares NATURE OF TRANSACTION : Shares were transferred to settle advisory fees related to the sale of TGS to Torre, off-market NATURE AND EXTENT OF : Indirect Beneficial DIRECTOR’S INTEREST IN THE TRANSACTION DATE OF TRADE : 11 April 2014 DEEMED PRICE PER SHARE : R2.89 TOTAL NUMBER OF SECURITIES : 364 463 TRANSACTED TOTAL RAND VALUE OF SECURITIES : R1 053 298 CONFIRMATION THAT CLEARANCE : Not required HAS BEEN GIVEN IN TERMS OF PARAGRAPH 3.66 3. SECTION 122 DISCLOSURE OF ACQUISITION OF SECURITIES In accordance with section 122 (3)(b) of the Companies Act No. 71 of 2008, as amended, and paragraph 3.83(b) of the Listings Requirements of the JSE, shareholders are hereby advised that the Company has received formal notification from Sabvest Finance and Guarantee Corporation Ltd that it has acquired a beneficial interest in the ordinary shares of the Company, such that its shareholding in the Company increased to 7.47%. The Company will notify the TRP of the above in accordance with its obligations under section 122 of the Companies Act. Johannesburg 14 April 2014 Corporate Adviser to Torre AfrAsia Corporate Finance (Pty) Ltd Designated Adviser PSG Capital (Pty) Ltd Date: 14/04/2014 05:27:00 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.