TONGAAT HULETT LIMITED - Results of General Meeting

Results of General Meeting

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

RESULTS OF GENERAL MEETING

1.   INTRODUCTION

     Shareholders of THL (“THL Shareholders”) are referred to the SENS announcement and circular
     (the “Circular”) released on 15 December 2021. The Circular convened a general meeting (the
     “General Meeting”) seeking THL Shareholder approval for the resolutions required to be passed
     in respect of the proposed equity capital raise by way of a rights offer (the “Rights Offer”) and
     the transaction recorded in an underwriting, subscription and relationship agreement entered into
     with Magister Investments Limited (“Magister”). In that agreement, inter alia:

     -   Magister committed up to R2 billion to partially underwrite the Rights Offer (the “Underwrite”);
         and

     -   THL and Magister agreed to certain arrangements regulating their relationship after
         implementation of the Rights Offer and the Underwrite as more fully set out in the Circular,

     subject to the fulfilment or waiver of certain conditions precedent.


2.   RESULTS OF GENERAL MEETING

     THL Shareholders are advised that in at the General Meeting held today, 18 January 2022, all
     resolutions tabled were passed by the requisite majority of votes exercised by THL Shareholders.

     Details of the results of voting at the General Meeting are as follows:

     -    Total number of THL ordinary shares in issue on the date of the General Meeting: 135,112,506;
     -    Total number of issued THL ordinary shares voted in the General Meeting: 80 045 647 (which represents
           59% of THL’s total issued ordinary shares).

                                                  Voted for
                                                  (% of total     Voted against          Abstentions
                                                       votes     (% of total votes   (% of total shares
      Resolutions                                 exercised)           exercised)              in issue)
      
      Special Resolution Number 1:               63 613 874           15 986 856               444 917
      Conversion of the authorised
      ordinary shares                              (79.92%)              (20.08%)              (0.33%)
      (whether issued or unissued) from
      par value to no par value shares

      Special Resolution Number 2:               63 137 096           16 508 590               399 961
      Increase of authorised shares by
      the creation of                              (79.27%)              (20.73%)              (0.30%)
      additional ordinary shares

      Special Resolution Number 3:               63 223 803           16 388 469               433 375
      Approval of amendments to the
       memorandum of incorporation of              (79.41%)              (20.59%)              (0.32%)
       the Company

       Special Resolution Number 4:              63 213 105            16 611 483              221 059
       Authorisation to issue ordinary
       shares with voting power equaling           (79.19%)              (20.81%)              (0.16%)
       or exceeding 30% (thirty percent)
       of the voting power of existing
       ordinary shares

       Ordinary Resolution Number 1:             56 463 289            16 577 959            7 004 399
       Waiver of THL Shareholders’
       entitlement to a mandatory offer            (77.30%)              (22.70%)              (5.18%)
       
       Ordinary Resolution Number 2:             44 589 811            16 446 825           19 009 011
       Election of Hamish Rudland as a
       director                                    (73.05%)              (26.95%)             (14.07%)
       
       Ordinary Resolution Number 3:             63 207 719            16 553 757              284 171
       Authorisation to implement
                                                   (79.25%)              (20.75%)              (0.21%)



3.    CONDITIONS PRECEDENT

      The Rights Offer and the transaction with Magister remain subject to the fulfilment, or waiver (to
      the extent permissible), of the remaining conditions precedent set out in the Circular.

4.    THL RESPONSIBILITY STATEMENT

      The THL directors collectively and individually accept full responsibility for the accuracy of the
      information contained in this announcement, and confirm that, to the best of their knowledge
      and belief, there are no facts which have been omitted which would make any statement in this
      announcement false or misleading, and that all reasonable enquiries to ascertain such facts
      have been made.


Tongaat
18 January 2022

Financial Advisors to THL
Rothschild & Co South Africa Proprietary Limited
PricewaterhouseCoopers Corporate Finance Proprietary Limited

Transaction Sponsor to THL
PricewaterhouseCoopers Corporate Finance Proprietary Limited

Legal Advisor to THL
Bowman Gilfillan Inc.

Legal Advisor to Magister
Fluxmans Inc.

Date: 18-01-2022 03:40:00
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