Cautionary Announcement to Shareholders WINHOLD LIMITED (Incorporated in the Republic of South Africa) (Registration number 1945/019679/06) Share Code: WNH ISIN: ZAE000033916 (“the company”) CAUTIONARY ANNOUNCEMENT TO SHAREHOLDERS Shareholders are advised that the board of directors has received an offer from Wafima Manufacturing and Distribution Holdings Proprietary Limited (“Wafima”) to acquire 100% of the issued share capital of the company for a consideration of 125 cents per share, payable in cash (“the offer”). Shareholders of the company owning or controlling approximately 68% of the issued share capital of the company have provided Wafima with irrevocable undertakings in writing to accept the offer should it proceed as envisaged. It is anticipated that the offer will be implemented by way of a scheme of arrangement in terms of the Companies Act, 2008 (“the Act”). The terms and conditions governing the scheme and its implementation will in due course be provided to shareholders in accordance with the Regulations of the Act governing transactions of this nature, including inter alia the provision of a bank guarantee in respect of the consideration due on acceptance of the offer in terms of Regulations 111(4) and 111(5) of the Act. Shareholders are therefore urged to exercise caution when dealing in their shares until further announcements in this regard are made. By order of the board. Germiston 26 May 2017 Sponsor Arbor Capital Sponsors Date: 26/05/2017 12:00:00 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.