Masonite Africa : 29 June 2016 - Masonite Transaction Approval by Competitions Commission

3c06ccfd-337a-4569-b24b-f82df3d81de5.pdf MASONITE (AFRICA) LIMITED

(Incorporated in the Republic of South Africa) (Registration number 1942/015502/06)

Share code: MAS ISIN: ZAE000004289

("Masonite" or "the Company") (Under supervision)

MASONITE TRANSACTION APPROVAL BY THE COMPETITION COMMISSION

Masonite shareholders ("Shareholders") are referred to the announcement confirming the adoption of Masonite's business rescue plan ("Plan") as released on the Stock Exchange News Service ("SENS") on 19 May 2016.

Masonite is pleased to notify Shareholders that the rescue transactions set out in the Plan are now unconditional, and that the effective date of the rescue transactions will be 1 July 2016.

The closing date of the rescue transactions will be on registration of transfer of the forestry properties comprising not less than 85% of the aggregate value of all the forestry properties. Thereafter the first tranche payment will become payable to Shareholders.

In addition, Shareholders are referred to annexures BRP 13A and BRP 13B of the Plan which set out the process to be followed by certificated and dematerialised Shareholders respectively. The Plan can be found on Masonite's website: www.masonite.co.za, under the business rescue tab.

Certificated Shareholders are required to surrender their documents of title in respect of all of their shares in order to receive payment of the first tranche. To do so they are required to complete the surrender and transfer form (contained in BRP 13A of the Plan) and return it, together with the relevant documents of title, to Computershare. Irrespective of whether documents of title are received from certificated Shareholders, they will be deemed to have transferred their shares to Masonite in accordance with the terms of the share repurchase.

Dematerialised Shareholders will have their accounts at their CSDP or broker debited with their shares and credited with the first tranche payment.

A further SENS announcement will be released with the quantum and timing of the first tranche payment per share once it has been determined.

Durban

29 June 2016

Corporate Advisor

Investec Bank Limited

Sponsor

Nedbank Corporate and Investment Banking

Legal Advisors

Norton Rose Fulbright South Africa Inc.

Communication Advisors

Brunswick Group