Share placement incorporating a general and specific issue of shares for cash Interwaste Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2006/037223/06) Share code: IWE ISIN: ZAE000097903 (“Interwaste” or “the Company”) SHARE PLACEMENT INCORPORATING A GENERAL AND SPECIFIC ISSUE OF SHARES FOR CASH 1. Introduction The board of directors of Interwaste is pleased to advise shareholders that the Company has successfully concluded a capital raising exercise whereby the company has placed, subject to shareholder approval in respect of the Specific Issue component thereof as detailed below, the placement of 66 666 667 new Interwaste shares, raising R50 million in equity capital (the “Share Placement”). 2. Details of the Share Placement In terms of the Share Placement, 66 666 667 new Interwaste shares (the “Placement Shares”) will be issued at a price of 75 cents per share (the “Issue Price”). The Issue Price represents a discount of 5.6% to the 30 trading day volume weighted average price up to an including 7 June 2013, being the day prior to the date on which the price of the issue was agreed. 41 380 201 of the Placement Shares will be issued to public shareholders, as defined in the JSE Limited Listings Requirements (the “Listings Requirements”), in terms of the general authority to issue shares for cash granted to the directors of Interwaste at the Company’s last annual general meeting (the “General Issue”). The balance of the Placement Shares (25 286 466 shares) will be issued to non-public shareholders, as defined in the Listings Requirements (the “Specific Issue”), as follows: To non-public shareholders as defined in the Listings Requirements: - Coronation Capital Limited 20 736 466 - Mike Nicolls 1 000 000 - Craig Henson 500 000 To non-public shareholders who are also related parties as defined in the Listings Requirements: - Gavin Tipper 2 500 000 - Andre Broodryk 500 000 - Dan Nkomo 50 000 Total 25 286 466 3. Rationale for the Share Placement The new equity will be used to fund working capital required as a result of the company’s growth and to finance a number of new projects. The projects are expected to be earnings accretive. 4. Unaudited pro forma financial information The table below sets out the pro forma financial effects of the General Issue and the Specific Issue on the earnings, headline earnings, net asset value and net tangible asset value per ordinary share of Interwaste, based on the audited financial statements of Interwaste for the year ended 31 December 2012. The financial effects are the responsibility of the directors of Interwaste and are prepared for illustrative purposes only and, because of their nature, may not fairly present the financial position of Interwaste, changes in its equity or the results of its operations or cash flows after the General Issue and the Specific Issue. Per ordinary share Before the After the After the Change (cents) Share General issue General Issue Placement and the Specific Issue Earnings 4.49 4.30 4.16 -7.34% Headline earnings 3.89 3.77 3.66 -5.88% Net asset value 74.30 74.39 74.41 0.15% Net tangible asset value 60.10 61.71 62.54 4.06% Number of shares (‘000) 329 311 370 691 395 978 20.24% Notes: 1. The amounts in the "Before the Share Placement" column represent the earnings, headline earnings, net asset value and net tangible asset value per share as disclosed in the audited financial statements for the 12 months ended 31 December 2012. 2. The effect on Earnings per Share and Headline Earnings per Share is calculated as if the Share Placement had taken place on 1 January 2012. 3. The effect on Net Asset Value and Tangible Net Asset Value per share is calculated as if the Share Placement had taken place on 31 December 2012. 4. A portion of the new capital will be used to reduce the overdraft and therefore potential interest savings (at prime interest rate of 8.50%) were taken into account. 5. Total cost relating to the General and Specific Issue of R150 000 have been included in the calculations above. 6. The effects of all benefits and cost relating to the Share Placement have been reduced by the statutory tax rate of 28%. 5. Circular in respect of the Specific Issue The Specific Issue will, in terms of the Listings Requirements, require the approval of Interwaste Shareholders and a circular to Interwaste shareholders relating to the Specific Issue and including a notice of general meeting will be posted to Interwaste shareholders in due course. Germiston 11 June 2013 Corporate and Designated Advisor Grindrod Bank Limited Reporting Accountants and Auditors KPMG Inc. Date: 11/06/2013 12:20:00 Produced by the JSE SENS Department. 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