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 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.