Stellar / Torre - Stellar Capital mandatory offer to Torre shareholders becomes unconditional 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”) STELLAR CAPITAL MANDATORY OFFER TO TORRE SHAREHOLDERS BECOMES UNCONDITIONAL 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 was 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”). The combined Offer circular was posted to Torre shareholders on Wednesday, 27 July 2016. 2 OFFER UNCONDITIONAL Shareholders are now advised that the Offer is unconditional in accordance with its terms. The Offer will remain open for a further 10 business days, pursuant to Regulation 105(5)(b) of the Takeover Regulations, 2011. Accordingly, the remaining salient dates pertaining to the Offer are as follows: Event 2016 Last day to trade in Torre shares in order to be eligible to accept the Offer Tuesday 11October Torre Shares trade ex the entitlement to accept the Offer Wednesday, 12 October Announcement released on SENS in respect of the cash payment applicable to fractional entitlements, based on the volume weighted average price of Stellar shares traded on Wednesday, 5 October 2016, discounted by 10% Thursday, 13 October Record date to determine which shareholders are eligible to accept the Offer Friday, 14 October Closing date of the Offer at 12:00 on Friday, 14 October Date of discharge of the Offer consideration Monday, 17 October Results of the Offer to be announced on SENS Monday, 17 October Results of the Offer to be published in the press Tuesday, 18 October Johannesburg 30 September 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: 30/09/2016 12:35:00 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.