TONGAAT HULETT LIMITED - Results of the vote of shareholders of Tongaat Hulett

Results of the vote of shareholders of Tongaat Hulett

Tongaat Hulett Limited
Registration number 1892/000610/06
Share code: TON
ISIN ZAE000096541
(“Tongaat Hulett”)

STATEMENT IN TERMS OF SECTION 60(4) OF THE COMPANIES ACT, 2008
(“Act”) DESCRIBING THE RESULTS OF THE VOTE OF SHAREHOLDERS OF
TONGAAT HULETT

Shareholders are referred to the circular to shareholders dated 27 November 2019, in which
the following resolutions were proposed:

“Special Resolution No. 1 – Approval of New MOI
“Resolved as a special resolution that, in terms of section 16(1)(c) read with section
16(5)(a) of the Act, the Existing MOI be and is hereby substituted by the New MOI, with
effect from the date of filing of the New MOI with CIPC, and accordingly that the Company
adopts the New MOI, the salient features of which are set forth in Annexure 1 to the
Circular.””


“Special Resolution No. 2 – Financial Assistance
“Resolved as a special resolution that that the Board be and is hereby granted the authority
to authorise the Company to provide direct or indirect financial assistance (as defined in
the Act) that the Board may deem fit to any related or inter-related company or corporation
of the Company, or to a person related to the Company or any such company or corporation,
on such terms and conditions and for such amounts as the Board may determine, including,
inter alia, in connection with the New SA Facilities.””


“Ordinary Resolution – Authority to implement
“Resolved as an ordinary resolution that each director and the company secretary of
Tongaat Hulett be and is hereby authorised, on behalf of the Company, to do or cause to be
done all such things, and sign or cause to be signed all such documentation, as may be
necessary or desirable to give effect to the special resolutions above, and insofar as any
such actions have been taken before the adoption of this resolution, such actions be and are
hereby ratified and approved to the fullest extent permitted by law.””
All the above resolutions were adopted by shareholders.

Details of the results of the voting are as follows:

Special Resolution No. 1: Approval of New MOI

         For                   Against                 Abstain         Shares voted
      69 430 599              6 568 498                 7 866           75 999 097

       91.36%                   8.64%                  0.01%          56.25% of issued
                                                                           shares

Special Resolution No. 2: Financial Assistance

         For                   Against                 Abstain         Shares voted
      71 918 197              4 080 900                 7 866           75 999 097

       94.63%                   5.37%                  0.01%          56.25% of issued
                                                                           shares

Ordinary Resolution: Authority to implement

         For                   Against                 Abstain         Shares voted
      72 361 717              3 637 380                 7 866           75 999 097

       95.21%                   4.79%                  0.01%          56.25% of issued
                                                                           shares

The new memorandum of incorporation referred to in Special Resolution No. 1 above is to
be filed with the Companies and Intellectual Property Commission.

This announcement constitutes delivery of the statement required in terms of section 60(4)
of the Act.

9 January 2020

Legal advisers
Bowman Gilfillan Inc.

Sponsor
Investec Bank Limited

Date: 09-01-2020 08:30:00
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