ILLOVO SUGAR LIMITED - Results of meeting

Results of meeting

ILLOVO SUGAR LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1906/000622/06)
Share Code: ILV
ISIN: ZAE000083846
(“the Company”)

RESULTS OF ILLOVO SUGAR LIMITED GENERAL MEETING HELD ON 25 MAY 2016

Shareholders are advised that,          at the General Meeting (“GM”) of the
Company held on 25 May 2016, the        special and ordinary resolutions set out
in the Notice of General Meeting        (which was dispatched to shareholders on
26 April 2016), were passed on a        poll by the requisite majorities (being
those set out in the Notice of          the General Meeting in respect of each
resolution).

Details of the results of the voting at the GM are set out below:
Total issued shares – 460 730 557
Total number of shares present or represented at the GM, in person or by
proxy – 432 823 128 shares, being 93.94% of the total issued share
capital, of which 236 569 232 shares (“AOL Shares”) were held by ABF
Overseas Limited (“AOL”).

The following table reflects the resolutions proposed at the GM as well as
the voting results in respect of each of the resolutions proposed:

                               Total number     Shares voted for   Shares voted    Shares
                              of shares voted                      against         abstained
    Special Resolutions
Special       Approval of     196 246 696       189 436 227        6 810 469       7 200
              the Scheme of
Resolution    Arrangement     being 42.59% of   being 96.53% of    being   3.47%   being 0% of
Number 1                      total issued      the total shares   of the total    total issued
                              shares            voted              shares voted    shares
Special       Revocation of   432 815 928       432 806 634        9 294           7 200
Resolution    Special
Number 2      Resolution      being 93.94% of   being   100%  of   Being 0% of     being 0% of
              number 1 if     total issued      the total shares   the     total   total issued
              the Scheme is   shares            voted              shares voted    shares
              terminated
Special       Amendment of    432 815 928       426 005 459        6 810 469       7 200
Resolution    Memorandum of
Number 3      Incorporation   being 93.94% of   being 98.43% of    being   1.57%   being 0% of
                              total issued      the total shares   of the total    total issued
                              shares            voted              shares voted    shares
Ordinary Resolutions
Ordinary      Delisting       432 815 928       432 806 634        9 294           7 200
Resolution    Resolution
Number 1                      being 93.94% of   being   100%  of   Being 0% of     being 0% of
                              total issued      the total shares   the     total   total issued
                              shares            voted              shares voted    shares


Ordinary      Authorising     432 815 928       432 806 634        9 294           7 200
Resolution    Resolution
Number 2                      being 93.94% of   being   100%  of   Being 0% of     being 0% of
                              total issued      the total shares   the     total   total issued
                              shares            voted              shares voted    shares
NOTES:
   1     The voting rights in respect of the AOL Shares were not taken into
         account in the determination of the quorum and approval required in
         respect of Special Resolution Number 1.
  2      The votes cast in respect of the AOL Shares were included in
         calculating the total percentage of the votes cast in favour of
         Special Resolution number 3, but were excluded in the calculation of
         the approval required in terms of Article 8 of the Company’s MOI (ie,
         not less than 50% of the votes of the shareholders who are not
         members of the ABF Group who are present in person or by proxy at the
         meeting, in this case 96.53% voted in favor).
  3      The votes cast in respect of the AOL Shares were included in
         calculating the total percentage of the votes cast in favour of
         Ordinary Resolution Number 1, but were excluded in the calculation of
         the approval required pursuant to section 1.15 of the JSE Listings
         Requirements (ie, more than 50% of the votes of all shareholders
         present or represented by proxy at the General Meeting, excluding any
         controlling shareholders, in this case 100% voted in favor).


J A Kunst
Company Secretary

Ridgeside, Umhlanga
25 May 2016

Sponsor
J.P. Morgan Equities South Africa Proprietary Limited.

Financial adviser and transaction sponsor
The Standard Bank of South Africa Limited

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