Posting of combined offer circular to Torre shareholders Stellar Capital Partners Limited Torre Industries Limited (Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa) (Registration number 1998/015580/06) (Registration number 2012/144604/06) Share code: SCP Share Code: TOR ISIN: ZAE000198586 ISIN: ZAE000188629 ("Stellar") (“Torre”) POSTING OF COMBINED OFFER CIRCULAR TO TORRE SHAREHOLDERS 1 INTRODUCTION Shareholders are referred to the joint announcement released on the Stock Exchange News Service (“SENS”) on 23 June 2016 in which they were advised that Stellar had increased its shareholding in Torre from 33.86% to 35.46%, pursuant to which Stellar is obliged to make a mandatory offer to all Torre shareholders to acquire all of the ordinary shares of Torre that Stellar does not already own (“Offer”). 2 POSTING OF COMBINED OFFER CIRCULAR Further to the joint announcement released on SENS on 21 July 2016, regarding an extension granted by the Takeover Regulation Panel for the posting of the combined Offer circular (“Circular”), shareholders are advised that the Circular to Torre shareholders, containing full details of the Offer, has been posted today, 27 July 2016. The Circular can also be accessed on the website of Torre, www.torreindustries.com, as well as on that of Stellar, www.stellarcapitalpartners.co.za. 3 SALIENT DATES The salient dates pertaining to the Offer, also contained in the Circular, are set out in the table below. Item 2016 Opening date of the Offer Thursday, 28 July Offer becomes wholly unconditional and announcement thereof on SENS (in the press the following usiness day) on Friday, 30 September Announcement of amendment of the closing date of the Offer, if applicable Monday, 3 October Last day to trade in Torre shares in order to be eligible to accept the Offer Tuesday, 4 October Torre Shares trade ex the entitlement to accept the Offer Wednesday, 5 October Record date to determine which shareholders are eligible to accept the Offer Friday, 7 October Closing date of the Offer at 12:00 on Friday, 7 October Date of discharge of the Offer consideration Monday, 10 October Results of the Offer to be announced on SENS Monday, 10 October Results of the Offer to be published in the press Tuesday, 11 October Note: The above dates are subject to change in the event that approval from Competition Authorities is required, which will be determined following determination of acceptances of the Offer. Any changes to the salient dates will be announced on SENS. 27 July 2016 Financial adviser and sponsor to Stellar RAND MERCHANT BANK (A division of FirstRand Bank Limited) Sponsor to Torre RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 27/07/2016 05:00:00 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.