Notice to shareholders of the company in terms of Section 45(5) of the Companies Act TORRE INDUSTRIES LIMITED Incorporated in the Republic of South Africa (Registration number: 2012/144604/06) Share code: TOR ISIN: ZAE000188629 (“Torre” or “the Company”) NOTICE TO SHAREHOLDERS OF THE COMPANY IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT, 71 of 2008(“THE ACT”) 1 Section 45(5) of the Companies Act requires a company to provide written notice to its shareholders, amongst others, of the decision to provide financial assistance if the total value of all loans, debts, obligations or assistance contemplated in that resolution, together with any previous such resolution during the same financial year, exceeds one-tenth of 1% of the company’s net worth at the time of the resolution. 2 Shareholders approved a special resolution at the Annual General Meeting of the Company held on 10 December 2014, authorising the board of directors, from time to time, to provide any direct or indirect financial assistance, as defined in section 45(1) of the Act to any subsidiary as contemplated in section 45(2) of the Act, for such amounts and on such terms and conditions as the board may determine. 3 Financial assistance to subsidiaries includes the authority to transfer funds against loan accounts between group companies, in terms of the centralised treasury function of the group and for the group to continue issuing guarantees in favour of financial institutions and certain major suppliers for credit and advances by those entities to the Company’s operating subsidiaries. 4 The board of directors has authorised the Company to advance the proceeds from the Private Placement, as approved by shareholders at a General Meeting held on 13 May 2015, to group companies in the form of direct or indirect financial assistance. The proceeds of the Private Placement amounted to R 348,556,648. 5 The Board has satisfied itself that: 5.1 immediately before providing the financial assistance, the Company would satisfy the solvency and liquidity test as contemplated in section 4 of the Companies Act; 5.2 the terms under which the financial assistance was provided were fair and reasonable to the Company; and 5.3 there has been due compliance with the requirements of the Company’s constitutional documents and with the Companies Act. Johannesburg 29 May 2015 Sponsor and Corporate Finance Adviser AfrAsia Corporate Finance (Pty) Ltd Date: 29/05/2015 03:35:00 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.