Application for business rescue received and cautionary announcement RBA HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number: 1999/009701/06) (Share Code: RBA ISIN Code: ZAE000199642) (“RBA” or “the Company”) APPLICATION FOR BUSINESS RESCUE RECEIVED AND CAUTIONARY ANNOUNCEMENT NOTIFICATION TO THE SHAREHOLDERS OF THE COMPANY IN TERMS OF SECTIONS 131(2)(b) AND 6(11)(b) OF THE COMPANIES ACT NO. 71 OF 2008, AS AMENDED (“the Act”), AS READ WITH REGULATIONS 7 AND 124 OF THE ACT 1. Shareholders of the Company are hereby notified that the trustees for the time being of the Housing Impact Fund South Africa Trust (“the trustees”) have applied to the High Court of South Africa, Gauteng Local Division, Johannesburg (“the High Court”), for an order placing the Company under supervision and commencing business rescue proceedings in terms of section 131(1) of the Act and appointing Trevor Glaum as the business rescue practitioner of the Company (“the application”). A similar application has been made in respect of the Company’s wholly owned subsidiary, RBA Developments (JHB) Proprietary Limited (“RBA Developments”). 2. The Housing Impact Fund South Africa (“HIFSA”) is aware that in order for business rescue to succeed, the operations of the Company and RBA Developments must continue during business rescue proceedings and that this will probably require an injection of working capital. HIFSA is willing to make available (within reason and subject to appropriate authorisation) such funding as will be necessary during the process as post-commencement finance. 3. The trustees have relied on the following in support of the application: 3.1. the trustees are “affected persons” as defined in section 128 of the Act by virtue of the fact that the HIFSA is both a shareholder and a creditor of the Company; 3.2. the Company is financially distressed in that it is, inter alia, experiencing a cash flow crisis. As a result of the aforegoing it is highly unlikely that the Company will be able to pay all of its debts as they become due and payable within the immediately ensuing six months. In addition, it is likely that the Company will become insolvent within the next six months as its assets will be severely impaired and will be exceeded by its liabilities; 3.3. there is a reasonable prospect for rescuing the Company if the affairs, business, property, debt and other liabilities and equity of the Company are restructured or, alternatively, that placing the Company in business rescue will result in a better return for the creditors or shareholders of the Company than would result from the immediate liquidation of the Company; and 3.4. it is just and equitable for financial reasons that the High Court grant an order placing the Company under supervision and commencing business rescue proceedings. 4. Kindly be advised that the application will be heard at the High Court, Johannesburg on Tuesday, 23 February 2016 at 10h00 or so soon thereafter as counsel may be heard. In this regard, should you wish to oppose the application you are required to deliver your notice of intention to oppose by 11 February 2016 and your answering papers by 15 February 2016. 5. Further be advised that affected persons, such as shareholders, are entitled to participate in the proceedings, which proceedings may result in their rights being affected. 6. Copies of the application are available from Juliette de Hutton of Edward Nathan Sonnenbergs Inc. on 021 410 2500 or jdehutton@ensafrica.com as follows: 6.1. an electronic copy of the application will be transmitted by electronic mail to all shareholders of the Company on request by the shareholder for such a copy; and 6.2. hard copies of the application will be made available to the shareholders of the company, free of charge, on request by the shareholder for a such a copy of the application. 7. The board of the Company is considering its position. 8. The Company has informed the JSE Limited (the “JSE”) of the aforegoing and has requested the JSE to suspend the trading in its shares on the JSE with immediate effect. 9. In the light of the aforegoing, shareholders are advised to exercise caution when dealing in the Company’s securities until a further announcement is made. 9 February 2016 Braamfontein Designated Adviser Exchange Sponsors Date: 09/02/2016 03:52:00 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.