Proposed Delisting Of Howden And Cautionary Announcement Howden Africa Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 1996/002982/06) JSE code: HWN ISIN: ZAE000010583 (“Howden” or “the Company”) PROPOSED DELISTING OF HOWDEN AND CAUTIONARY ANNOUNCEMENT Shareholders are advised that the board of directors of Howden (“Board”) has been considering the continued viability of the listing of Howden on the Main Board of the Johannesburg Stock Exchange (“JSE”). The Board has considered, inter alia, the following factors: . the opportunity to provide an exit for Howden minority shareholders from shares that are tightly held with relatively poor liquidity and analyst coverage; . 55.39% of the shares in Howden are held by its ultimate holding company, Colfax Corporation, which itself is a listed entity and duplicates regulatory processes and associated costs; . the Company not expecting to raise equity capital in the near future nor make use of a listed share scheme to incentivise staff; and . the necessity to complete a black economic empowerment transaction within the Howden group which the Board believes is significantly easier to achieve in an unlisted environment. Having considered the above and other relevant factors, the Board has resolved, in principle, to proceed towards seeking a possible delisting of Howden from the JSE by means of a share buyback implemented through a scheme of arrangement to minority shareholders ("Proposed Delisting"). This announcement does not constitute an offer or an undertaking to make an offer to shareholders by any party, including by Howden. The Proposed Delisting will be subject to all relevant regulatory requirements and approvals (including approvals required in terms of the Companies Act, 2008, the Companies’ Regulations, 2011 and the JSE Listings Requirements) and may have a material effect on the price of the Company’s securities. Accordingly, shareholders are advised to exercise caution when dealing in the Company’s securities until a further announcement is made. Johannesburg 26 September 2018 Corporate Advisor: Deloitte Capital (Pty) Limited Transaction Sponsor: Deloitte & Touche Sponsor Services (Pty) Ltd Legal Advisor: Webber Wentzel Date: 26/09/2018 09:00:00 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.