TONGAAT HULETT LIMITED - Appointment of the independent third party

Appointment of the independent third party

Tongaat Hulett Limited
(Incorporated in the Republic of South Africa)
Registration number 1892/000610/06
JSE Share Code: TON
ISIN: ZAE000096541
("Tongaat" or the "Company")

Appointment of the independent third party

Shareholders (“THL Shareholders”) are referred to:

   -   the firm intention announcement released by Tongaat on 28 February 2020 wherein the
       Company advised THL Shareholders that it had entered into an agreement to dispose of
       its starch business as a going concern to KLL Group Proprietary Limited, a wholly owned
       subsidiary of Barloworld Limited (“KLL Group”) (“Disposal”); and

   -   subsequent announcements, the last of which was dated 6 July 2020, regarding, inter alia,
       the notification from KLL Group advising the Company that KLL had formed a view that a
       material adverse change (“MAC”) had occurred.

The Company remains firmly of the view that a MAC has not occurred.

THL Shareholders are advised that Tongaat and KLL Group have now referred the dispute as to
whether a MAC has occurred for determination by Rothschild and Co South Africa (“Independent
Third Party”).

It is anticipated that the Independent Third Party will deliver its determination on or about 21
September 2020. Absent manifest error or fraud, the determination of the Independent Third Party
will be final and binding.

The Company remains fully committed to the fulfilment of the suspensive conditions and the
implementation of the Disposal.

Having regard to the MAC dispute referred to in this announcement, THL Shareholders are
advised to continue to exercise caution when dealing in the Company's securities.

The board of directors of the Company, individually and collectively, accepts full responsibility for
the accuracy of the information contained in this announcement. In addition, the board of directors
of the Company certifies that to the best of its knowledge and belief, the information contained in
this announcement solely pertaining to the Company is true and, where appropriate, does not
omit anything that is likely to affect the importance of the information contained herein, and that
all reasonable enquiries to ascertain such information has been made.

Tongaat
7 July 2020

Financial Adviser and Transaction Sponsor to Tongaat

PricewaterhouseCoopers Corporate Finance Proprietary Limited

Legal Adviser to Tongaat

Bowmans

Date: 07-07-2020 05:30:00
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