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(with Ms R Redfearn as designated auditor) Ordinary Resolution Number 2 _ _ _ Re-election of S Beesley as a director Withdrawn Ordinary Resolution Number 3 Election 103 841 852 2 473 761 355 665 of L von Zeuner as a director 97.67% 2.33% 0.26% Ordinary Resolution Number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 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. 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