Further announcement regarding the proposed disposal of the starch business and further cautionary announcement Tongaat Hulett Limited (Incorporated in the Republic of South Africa) Registration number 1892/000610/06 JSE Share Code: TON ISIN: ZAE000096541 ("THL" or the "Company") Further announcement regarding the proposed disposal of the starch business and further cautionary announcement Shareholders (“THL Shareholders”) are referred to: - the firm intention announcement released by THL on 28 February 2020 wherein the Company advised THL Shareholders that it had entered into an agreement to dispose (“Disposal”) of its starch business (“Sale Business”) as a going concern to KLL Group Proprietary Limited, a wholly owned subsidiary of Barloworld Limited (“KLL Group”); - the announcement released on 12 May 2020 which stated that KLL Group had advised THL that KLL Group is of the view that the COVID-19 global pandemic and the consequences thereof constitute an event that is reasonably likely to cause the EBITDA of the Sale Business for the financial year ending 31 March 2021 to be 82.5% or less of the EBITDA of the Sale Business for the financial year ended on 31 March 2020, and that, therefore, KLL is of the view that a material adverse change (“MAC”) has occurred. (“First MAC Notice”); and - the announcement released on 7 July 2020, regarding, the referral of the dispute as to whether a MAC has occurred to Rothschild and Co South Africa Proprietary Limited (“Independent Expert”) for determination. Due to a dispute regarding the focus of the Independent Expert’s determination, and in order to deal with the substantive matters in dispute without delay and on an expeditious basis, KLL Group has issued a further MAC notice (“Second MAC Notice”). The Second MAC Notice states that KLL Group has formed the view that the impact of, inter alia, the global Covid-19 pandemic, and the national lockdown in its evolving form, is reasonably likely to cause the EBITDA of the Sale Business for the financial year ending 31 March 2021 to be 82.5% or less of the EBITDA of the Sale Business for the financial year ended on 31 March 2020 (if the closing date is deemed to be 1 April 2019), and that, therefore, KLL Group is of the view that a MAC has occurred. The Company remains firmly of the view that a MAC has not occurred. The parties have agreed that the dispute resolution process followed to date will determine all disputes arising in respect of the First MAC Notice and Second MAC Notice. In other words, there will be a single consolidated determination by the Independent Expert and the sole dispute to be decided by the Independent Expert is whether or not a MAC has occurred. The Disposal remains subject to conditions precedent, including, inter alia, a determination of the MAC dispute in favour of the Company. THL remains fully committed to the fulfilment of the conditions precedent and the implementation of the Disposal. Further cautionary announcement Having regard to the MAC dispute referred to in this announcement, shareholders are advised to continue to exercise caution when dealing in the Company's securities. Directors’ responsibility statement 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 14 August 2020 Financial Adviser and Transaction Sponsor to THL PricewaterhouseCoopers Corporate Finance Proprietary Limited Legal Adviser to THL Bowmans Date: 14-08-2020 05:10:00 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.