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, 70 000 000 new Interwaste shares, raising R91 130 000 in equity capital (the “Share Placement”). 2. Details of the Share Placement In terms of the Share Placement, 70 000 000 new Interwaste shares (the “Placement Shares”) will be issued as follows: Issue to Number of Issue price Proceeds Shares per share from issue (cents) (R) To public shareholders as defined in the JSE Limited 62 250 000 130 80 925 000 Listings Requirements (the “Listings Requirements”) To non-public shareholders as defined in the Listings Requirements: - Coronation Capital Limited 6 500 000 130 8 450 000 To non-public shareholders who are also related parties as defined in the Listings Requirements: - Gavin Tipper 1 250 000 140.4 1 755 000 Total 70 000 000 91 130 000 The price of 130 cents per share at which 68 750 000 of the share will be issued to public shareholders, and non-public shareholders who are not considered to be related parties in terms of the Listings Requirements, represents a discount of 7.4% to the 30 trading day volume weighted average price up to and including 30 September 2014, being the day prior to the date on which the price of the issue was agreed. The price of 140.4 cents per share at which 1 250 000 shares will be issued to parties who are considered to be related parties in terms of the Listings Requirements is equal to the 30 trading day volume weighted average price up to and including 30 September 2014, being the day prior to the date on which the price of the issue was agreed. 62 250 000 of the Placement Shares will be issued to public shareholders, as defined in 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”). 7 750 000 of the Placement will be issued to non-public shareholders, as defined in the Listings Requirements (the “Specific Issue”), requiring the approval of shareholders as detailed in paragraph 4 below. 3. Rationale for the Share Placement The new equity will be used to fund the additional 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. 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 3 October 2014 Corporate and Designated Advisor Grindrod Bank Limited Date: 03/10/2014 10:21:00 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.