TONGAAT HULETT LIMITED - Results of Annual General Meeting

Results of Annual General Meeting

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

TONGAAT HULETT - RESULTS OF ANNUAL GENERAL MEETING

Shareholders are advised that the results of the Annual General Meeting (AGM) of shareholders held on
Friday, 24 January 2020, at the Corporate Office, Amanzimnyama, Tongaat, are presented below.

Total issued number of ordinary Number of ordinary                   shares Percentage of ordinary shares
shares                          represented at the meeting                  represented at the meeting

135 112 506                            106 671 278                          79%

Abstentions are represented as a percentage of total issued number of ordinary shares.

Details of the results of the voting are as follows:

Resolutions                                                   For                 Against      Abstained

Ordinary Resolution Number 1                            73 375 127            24 625 864        8 670 287
Reappointment of Deloitte and Touche as                    74.87%                25.13%            6.42%
auditors (with Ms R Redfearn as
designated auditor)

Ordinary Resolution Number 2                                     _                       _             _
Re-election of S Beesley as a director
Withdrawn

Ordinary Resolution Number 3 Election                  103 841 852             2 473 761          355 665
of L von Zeuner as a director                              97.67%                  2.33%            0.26%

Ordinary Resolution Number 4                           106 095 270                220 343         355 665
Election of J Hudson as a director                          99.79%                  0.21%           0.26%

Ordinary Resolution Number 5 Election                  106 224 605                 91 008         355 665
of R Aitken as a director                                  99.91%                   0.09%           0.26%

Ordinary Resolution Number 6                           105 696 506                600 507         374 265
Election of L de Beer as a director                         99.44%                  0.56%           0.28%

Ordinary Resolution Number 7 Election                  106 259 037                 56 576         355 665
of J Nel as a director                                     99.95%                   0.05%           0.26%

Ordinary Resolution Number 8 Election                  106 259 037                 56 576         355 665
of R Goetzsche as a director                                99.95%                  0.05%           0.26%

Ordinary Resolution Number 9 Election                  106 213 334                100 073         357 871
of A Sangqu as a director                                   99.91%                  0.09%           0.26%

Ordinary Resolution Number 10 Election                 106 252 664                 60 743         357 871
of D Marokane as a director                                 99.94%                  0.06%           0.26%

Election of Audit &Compliance
Committee until the next AGM:
Ordinary Resolution Number 11 Election                 106 118 057                183 286         369 935
of L de Beer                                               99.83%                   0.17%           0.27%

Ordinary Resolution Number 12 Election                 106 257 169                 62 774         351 335
of R Goetzsche                                             99.94%                   0.06%           0.26%

Ordinary Resolution Number 13 Election                 106 263 376                 56 576         351 335
of J Nel                                                   99.95%                   0.05%           0.26%

Ordinary Resolution Number 14                           96 338 301              9 981 642         351 335
Authorising the placing of unissued share                  90.61%                   9.39%           0.26%
capital under the control of directors,
subject to a maximum of 6 755 625
shares

Ordinary Resolution Number 15                           96 335 801              9 984 142         351 335
Authorising directors to issue shares for                  90.61%                   9.39%           0.26%
cash, subject to a maximum of 6 755 625
shares

Ordinary Resolution Number 16                           87 292 982             19 005 961         372 335
Authorising the adoption of the 2019                       82.12%                  17.88%           0.28%
Conditional Share Plan

Ordinary Resolution Number 17                          106 138 984                52 566          479 728
Authorising directors and company                          99.95%                  0.05%            0.36%
secretary to give effect to the resolutions

Special Resolution Number 1                             86 251 534             20 068 409         351 335
Authorising the repurchase of issued                        81.12%                 18.88%           0.26%
ordinary shares subject to a 5 per cent
maximum

Special Resolution Number 2                            105 857 675                463 168         350 435
Authorising the remuneration payable to                     99.56%                  0.44%           0.26%
directors for their service as directors of
the company

Special Resolution Number 3                            105 738 036                581 507        351 735
Approval of Restructuring Committee                         99.45%                  0.55%          0.26%
fees

Special Resolution Number 4                             87 286 422             19 033 121        351 735
Financial assistance under the 2019                         82.10%                 17.90%          0.26%
Conditional Share Plan

Special Resolution Number 5                             87 286 422             19 012 121        372 735
Issues of shares under the 2019                             82.11%                 17.89%          0.28%
Conditional Share Plan
Non-binding advisory vote Endorsing the                 76 828 398             29 470 145        372 735
company’s remuneration policy                               72.28%                 27.72%          0.28%

Non-binding advisory vote Endorsing the                 61 955 141             44 343 402        372 735
company’s implementation report                             58.28%                 41.72%          0.28%


The proposed ordinary resolution relating to the re-election of Mr S Beesley as a director, as set out in the
notice of the AGM, was withdrawn prior to the commencement of the AGM.

The two non-binding advisory votes on the company’s Remuneration Policy and Implementation Report
received less than 75% support from shareholders. Accordingly, Tongaat Hulett is hereby requesting
shareholders who voted against the non-binding advisory votes or abstained from voting, to provide their
details to the Company Secretary at Johann.vanRooyen@tongaat.com by 24 February 2020, in order for the
Board to arrange engagement with the respective shareholders to ascertain the reasons for their votes.


Tongaat
24 January 2020

Sponsor
Investec Bank Limited

Date: 24-01-2020 03:00:00
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