Implementation of the disposal by THL of its starch business to a wholly owned subsidiary of Barloworld

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

Barloworld Limited
(Incorporated in the Republic of South Africa)
(Registration number 1918/000095/06)
(Income Tax Registration number 9000/051/71/5)
(Share code: BAW)
(JSE ISIN: ZAE000026639)
(Share code: BAWP)
(Bond issuer code: BIBAW)
(JSE ISIN: ZAE000026647)
(Namibian Stock Exchange share code: BWL)
("Barloworld")

Implementation of the disposal by THL of its starch business to a wholly owned subsidiary of
Barloworld

Shareholders of THL and Barloworld are referred to the:

    -   various announcements regarding the proposed acquisition by KLL Group Proprietary Limited, a
        wholly-owned subsidiary of Barloworld, (“KLL Group”) of the Tongaat Hulett starch business (the
        “Starch Business”) from THL in terms of a sale and purchase agreement between THL, Barloworld
        and KLL Group (the “SPA”); and

    -   announcement of 5 October 2020 confirming the fulfilment or waiver of all the suspensive
        conditions in the SPA.

On 31 October 2020, THL delivered the Starch Business to KLL Group, and KLL Group paid an initial cash
amount of ZAR4,986,184,000 (four billion nine hundred and eighty six million one hundred and eighty four
thousand Rand) (the “Initial Amount”), being an estimate of the final purchase consideration based on
financial position of the Starch Business at 30 September 2020.

An amount of ZAR4,536,184,000 (four billion five hundred and thirty-six million one hundred and eighty-
four thousand Rand) has been paid to THL’s lenders in reduction of THL’s South African debt. The balance
of ZAR450,000,000 (four hundred and fifty million Rand) has been paid into an escrow account to cater for
the possibility of claims being made by KLL Group against THL under the warranties or other provisions of
the SPA. Once the 31 October 2020 closing accounts have been finalised, and the final purchase
consideration determined:

    -   a further payment will need to be made by KLL Group if the final purchase consideration exceeds
        the Initial Amount; or

    -   a payment will need to be made by THL to KLL Group if the Initial Amount exceeds the final
        purchase consideration.

Sandton
2 November 2020

Financial Adviser and Transaction Sponsor to THL
PricewaterhouseCoopers Corporate Finance Proprietary Limited

Legal Adviser to THL
Bowmans

Financial Advisor and Transaction Sponsor to Barloworld
Absa Corporate and Investment Banking, a division of Absa Bank Limited

Legal Advisor to Barloworld
DLA Piper Advisory Services Proprietary Limited

JSE Equity and Debt Sponsor to Barloworld
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Date: 02-11-2020 09:25:00
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