Senwesbel Senwes Suidwes Combined Circular - final exec

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION The definitions and interpretations commencing on page 3 of this notice and on page 43 of the Circular attached to this Notice as Annexure \"C\" apply throughout this document, including this cover page (unless the context indicates a contrary intention). NOTICE OF ANNUAL GENERAL MEETING AND FURTHER GENERAL MEETINGS OF SUIDWES SHAREHOLDERS (\"THE MEETINGS\") SUIDWES HOLDINGS (RING FENCED) PROPRIETARY LIMITED (Incorporated in the Republic of South Africa) (Registration number 1998/007242/07) (“Suidwes”) IMPORTANT DATES FOR ALL SUIDWES SHAREHOLDERS: 2020 CIRCULAR RECORD DATE TO RECEIVE NOTICE OF THE 25 April MEETING VOTING RECORD DATE FOR ATTENDANCE, PARTICIPATION 29 May AND VOTING AT THE MEETINGS FORM OF PROXY TO BE LODGED 29 May but before the applicable Resolutions are to be voted on LAST DATE AND TIME FOR SUIDWES SHAREHOLDERS TO 29 May but before the GIVE WRITTEN NOTICE TO SUIDWES OBJECTING, IN TERMS applicable Special OF SECTION 164(3) OF THE ACT, TO THE APPLICABLE SPECIAL RESOLUTIONS TO BE ABLE TO INVOKE APPRAISAL Resolutions are to be voted RIGHTS on DATE OF GENERAL MEETINGS 29 May A SHAREHOLDER WHO IS UNABLE TO ATTEND THE MEETING, MAY APPOINT A PROXY TO REPRESENT HIM/HER AT THE MEETING AND TO VOTE AND SPEAK THEREAT ON HIS/HER BEHALF. THE PROXY FORM ATTACHED AS ANNEXURE A HERETO, MUST BE USED FOR THIS PURPOSE AND MUST BE HANDED IN AT THE REGISTERED OFFICE OF SUIDWES, OR AT ANY SUIDWES RETAIL BRANCH OR SILO (FOR THE ATTENTION OF THE SUIDWES COMPANY SECRETARY) BY MEANS OF ELECTRONIC SUBMISSION OR HAND DELIVERY IN ACCORDANCE WITH THE REQUIREMENTS CONTAINED IN THE NOTICE. 1

NOTICE IS HEREBY GIVEN that a consolidated meeting (comprising of the AGM, the Scheme Meeting, the Class A Shareholder MOI Amendment Meeting, the Class B Shareholder MOI Amendment Meeting and the Suidwes Preference Shareholder MOI Amendment Meeting) of shareholders of the company (\"Suidwes Shareholders\") will be held at the Dutch Reformed Church hall, 5 Voortrekker Street, Leeudoringstad on Friday, 29 May 2020 at 09:00 to dispose of the matters indicated below. HAVING REGARD TO the national disaster declared in Government Notice No 313 of Government Gazette No 43096 on 15 March 2020 and the Regulations issued in terms of section 27(2) of the Disaster Management Act, 2002 on 18 March 2020 which prohibits a gathering of 100 people or more (\"the Gathering Prohibition\"), Suidwes Shareholders are encouraged to exercise their votes in relation to the Resolutions through a Proxy to be granted to the Suidwes Company Secretary (to limit the number of individuals that attend at the Meetings). Should you intend to attend the Meetings in person, you are requested to inform the Suidwes Company Secretary by no later than 27 May 2020 in the form attached to this Notice (as Annexure B) to ensure that suitable alternative arrangements are made, if required, ensuring compliance with the Gathering Prohibition. 2

1 INTERPRETATION 1.1 Unless inconsistent with the context, the terms used in this Notice with a capitalised 1.1.1 first letter, and not otherwise defined herein, shall have the meaning ascribed thereto in the Circular. In addition, unless the context indicates a contrary intention, the following words and expressions bear the meanings assigned to them in their corresponding definition provisions, and cognate expressions bear corresponding meanings: “Act” or “Companies Act” means the Companies Act, No. 71 of 2008, as amended; 1.1.2 \"AGM\" means the 21st Annual General Meeting of Suidwes Shareholders called in terms hereof as provided for in clause 17 of the MOI; 1.1.3 \"AGM Resolutions\" means the special and ordinary resolutions to be tabled at the AGM, which resolutions are set out in paragraph 9 of this Notice and comprise of: (a) Ordinary Resolution 1 of the AGM as set out in paragraph 9.1 below; (b) Ordinary Resolution 2 of the AGM as set out in paragraph 9.2 below; (c) Ordinary Resolution 3 of the AGM as set out in paragraph 9.3 below; (d) Special Resolution 1 of the AGM as set out in paragraph 9.4 below; (e) Special Resolution 2 of the AGM as set out in paragraph 9.5 below; and (f) Special Resolution 3 of the AGM as set out in paragraph 9.6 below; 1.1.4 \"Annual Report\" means the Suidwes Integrated Annual Report which is attached to the Circular as Annexure 8; 1.1.5 \"Circular\" means the combined circular to Suidwes Shareholders as issued by Senwes, Senwesbel and Suidwes simultaneously with this Notice and which circular is attached hereto as Annexure \"C\"; 1.1.6 \"Class A Shareholder\" means the registered holder of Class A Shares in Suidwes as evidenced in the Register at the Voting Record Date; 1.1.7 \"Class A Shareholder MOI Amendment Meeting\" means the Class A Shareholder Meeting called in terms hereof as provided for in section 16 of the Suidwes MOI as read with sections 16 and 36(2)(a) of the Act in order to replace the Suidwes MOI with the Proposed MOI if the Scheme becomes unconditional in accordance with its terms; 1.1.8 \"Class B Shareholder\" means the registered holder of Class B Shares in Suidwes as evidenced in the Register at the Voting Record Date; 1.1.9 \"Class B Shareholder MOI Amendment Meeting\" means the Class B Shareholder meeting called in terms hereof as provided for in section 16 of the Suidwes MOI as read with sections 16 and 36(2)(a) of the Act in order to replace the Suidwes MOI with the Proposed MOI if the Scheme becomes unconditional in accordance with its terms; 1.1.10 \"Class A Shares\" means an ordinary A share with a par value of R0,01 (one cent) each in the share capital of Suidwes; 1.1.11 \"Class B Shares\" means an ordinary B share with a par value of R0,01 (one cent) each in the share capital of Suidwes; 1.1.12 \"Excluded Shareholder\" means those Shareholders that are, pursuant to the provisions of section 115(4) of the Act, excluded from voting in relation to the applicable Special Resolutions, being Senwes; 3

1.1.13 \"Form of Proxy\" means the form of proxy attached to this Notice as Annexure \"A\"; 1.1.14 \"Meetings\" means the consolidated meeting of Suidwes Shareholders called in terms of this Notice and which will encompass the following 3 separate meetings: (a) the AGM; (b) the Scheme Meeting; (c) the Class A Shareholder MOI Amendment Meeting; (d) the Class B Shareholder MOI Amendment Meeting; and (e) the Preference Shareholder MOI Amendment Meeting; to consider and, if deemed fit, approve the Resolutions, with or without modification, as may be postponed or adjourned as required; 1.1.15 \"MOI Amendments\" means the entire replacement, and substitution, of the Suidwes MOI with the Proposed MOI in order to facilitate the shareholding of Senwes and Senwesbel in Suidwes if the Scheme is implemented; 1.1.16 \"MOI Amendment Resolutions\" means the ordinary and special resolutions to be tabled at each of the MOI Amendment Meetings which resolutions are as set out in paragraph 11 below and comprise of: (a) Special Resolution 1 by the Class A Shareholders in respect of the MOI Amendment as set out in paragraph 11.1 below; (b) Special Resolution 1 by the Class B Shareholders in respect of the MOI Amendment as set out in paragraph 12.1 below; (c) Special Resolution 1 by the Suidwes Preference Shareholders in respect of the MOI Amendment as set out in paragraph 13.1 below; (d) Ordinary Resolution 1 by the Class A Shareholders in respect of the MOI Amendment as set out in paragraph 11.2 below; (e) Ordinary Resolution 1 by the Class B Shareholders in respect of the MOI Amendment as set out in paragraph 12.2 below; and (f) Ordinary Resolution 1 by the Suidwes Preference Shareholders in respect of the MOI Amendment as set out in paragraph 13.2 below; 1.1.17 \"Notice\" means this meeting notice as issued to Suidwes Shareholders to convene the Meetings; 1.1.18 \"Preference Shareholder MOI Amendment Meeting\" means the Preference Shareholder meeting called in terms hereof as provided for in section 16 of the Suidwes MOI as read with sections 16 and 36(2)(a) of the Act in order to replace the Suidwes MOI with the Proposed MOI if the Scheme becomes unconditional in accordance with its terms; 1.1.19 \"Proposed MOI\" means the draft MOI attached to the Circular as Annexure 9 which is based on the long standard form Memorandum of Incorporation for Profit Companies as issued in terms of the Regulations under Form CoR 15.1B; 1.1.20 \"Resolutions\" means collectively: (a) the AGM Resolutions; (b) the Scheme Resolutions; and (c) the MOI Amendment Resolutions; 4

1.1.21 \"Scheme Meeting\" means the meeting of Suidwes Shareholders in relation to the Scheme within the meaning, and context, of sections 114 and 115 of the Act; 1.1.22 \"Scheme Resolutions\" means the special and ordinary resolutions to be tabled at the Scheme Meeting which resolutions are as set out in paragraph 10 below and comprise of: (a) Special Resolution 1 of the Scheme as set out in paragraph 10.1 below; (b) Special Resolution 2 of the Scheme as set out in paragraph 10.2 below; (c) Special Resolution 3 of the Scheme as set out in paragraph 10.3 below; (d) Special Resolution 4 of the Scheme as set out in paragraph 10.4 below; and (e) Ordinary Resolution 1 of the Scheme as set out in paragraph 10.5 below; 1.1.23 \"Special Resolutions\" means the special resolutions to be tabled at each of the Meetings and which are set out in this Notice; 1.1.24 \"Suidwes Company Secretary\" means the company secretary of Suidwes (Mr Derek Linde); 1.1.25 \"Suidwes MOI\" means the current Memorandum of Incorporation of Suidwes; 1.1.26 \"Suidwes MOI Amendment Date\" means the date on which Suidwes is in receipt of (i) proof that the MOI Amendments have been lodged with CIPC; and (ii) evidence that same has been accepted by CIPC; 1.1.27 \"Suidwes Ordinary Shareholders\" means the holder of any Suidwes Ordinary Shares; 1.1.28 \"Suidwes Ordinary Shares\" means the ordinary classes A and B shares with a par value of R1.00 (one Rand) each in the issued share capital of Suidwes; 1.1.29 \"Suidwes Preference Share\" means the preference class C shares with no par value in the issued share capital of Suidwes; and 1.1.30 \"Suidwes Preference Shareholder\" means the registered holder of a Preference Share in Suidwes as evidenced in the Register at the Voting Record Date. 2 PURPOSE 2.1 The purpose of the Notice is to call the following 5 separate Meetings in the order set out below and on the basis that each meeting will immediately commence after closing of the preceding meeting: 2.1.1 the AGM; 2.1.2 the Scheme Meeting; 2.1.3 the Class A Shareholder MOI Amendment Meeting; 2.1.4 the Class B Shareholder MOI Amendment Meeting; and 2.1.5 the Preference Shareholder MOI Amendment Meeting. 2.2 If you are in doubt as to what action to take in respect of the matters set out in this Notice including in respect of the Meetings and the Resolutions, please contact your professional advisor without delay. 3 AGENDAS 3.1 The agenda for each of the Meetings is as set out below. 3.2 The Agenda for the AGM 5

3.2.1 Opening and welcoming; 3.2.2 3.2.3 The manner in which voting should be conducted for the AGM Resolutions and whether voting should take place through a show of hands, or a poll, as provided 3.2.4 for in clause 17.22 of the Suidwes MOI; 3.2.5 Consideration of the following documents: 3.2.6 3.2.7 (a) minutes of the 20th annual general meeting of Suidwes Shareholders held on 3.3 26 September 2018; 3.4 3.4.1 (b) The following reports as set out in the Annual Report: 3.4.2 3.4.3 (i) Chairperson's report (page 6 of the Annual Report); 3.4.4 3.5 (ii) Managing Director's report (page 8 of the Annual Report); 3.5.1 (iii) Governance report (available at www.suidwes.co.za); (iv) Sustainability report (available at www.suidwes.co.za); (v) Declaration of Director Responsibility (available at www.suidwes.co.za); (vi) Summarised financial statements as approved by the Suidwes Board (page 20 of the Annual Report); and (vii) Independent Auditor's report (available at www.suidwes.co.za);), (collectively, referred to herein as \"the Reports\"); Confirmation of the appointment of the following directors who were appointed since the last annual general meeting of Suidwes Shareholders: (a) Mr A Botha; and (b) Mr D Jacobs. The consideration of, and passing, with or without modification, the AGM Resolutions; Discussion of any other general matters; and The closing of the AGM. Please note that a copy of the complete annual financial statements for Suidwes can be requested, at no cost, from the Suidwes Company Secretary at the address set out in the Annual Report. The Agenda for the Scheme Meeting General explanation of the Scheme and the rationale behind the proposal; The manner in which voting should be conducted for the Scheme Resolutions and whether voting should take place through a show of hands, or a poll, as provided for in clause 17.22 of the Suidwes MOI; The consideration of, and passing, with or without modification, the Scheme Resolutions; and The closing of the Scheme Meeting. The Agenda for the MOI Amendment Meeting General explanation of the nature of the MOI Amendments and the rationale behind the MOI Amendments; 6

3.5.2 The manner in which voting should be conducted for the MOI Amendment Resolutions and whether voting should take place through a show of hands, or a 3.5.3 poll, as provided for in clause 17.22 of the Suidwes MOI as read together with 3.5.4 clause 16.2.2 of the Suidwes MOI [which provides that any holder of a specific 3.6 class of shares (being present in person or represented through a proxy), may 3.6.1 demand voting on a poll in relation to the matters pertaining to that class of shares]; 3.6.2 The consideration of, and passing, with or without modification, the MOI 3.6.3 Amendment Resolutions; and 3.6.4 3.7 The closing of the MOI Amendment Meeting. 3.7.1 3.7.2 The Agenda for the Class A Shareholder MOI Amendment Meeting 3.7.3 General explanation of the nature of the MOI Amendments and the rationale 3.7.4 behind the MOI Amendments; 3.8 3.8.1 The manner in which voting should be conducted for the relevant MOI Amendment 3.8.2 Resolutions and whether voting should take place through a show of hands, or a poll, as provided for in clause 17.22 of the Suidwes MOI as read together with 3.8.3 clause 16.2.2 of the Suidwes MOI (which provides that any holder of a specific 3.8.4 class of shares (being present in person or represented through a proxy), may demand voting on a poll in relation to the matters pertaining to that class of shares); The consideration of, and passing, with or without modification, the relevant MOI Amendment Resolutions; and The closing of the Class A Shareholder MOI Amendment Meeting. The Agenda for the Class B Shareholder MOI Amendment Meeting General explanation of the nature of the MOI Amendments and the rationale behind the relevant MOI Amendments; The manner in which voting should be conducted for the relevant MOI Amendment Resolutions and whether voting should take place through a show of hands, or a poll, as provided for in clause 17.22 of the Suidwes MOI as read together with clause 16.2.2 of the Suidwes MOI (which provides that any holder of a specific class of shares (being present in person or represented through a proxy), may demand voting on a poll in relation to the matters pertaining to that class of shares); The consideration of, and passing, with or without modification, the relevant MOI Amendment Resolutions; and The closing of the Class B Shareholder MOI Amendment Meeting. The Agenda for the Preference Shareholder MOI Amendment Meeting General explanation of the nature of the MOI Amendments and the rationale behind the relevant MOI Amendments; The manner in which voting should be conducted for the relevant MOI Amendment Resolutions and whether voting should take place through a show of hands, or a poll, as provided for in clause 17.22 of the Suidwes MOI as read together with clause 16.2.2 of the Suidwes MOI [which provides that any holder of a specific class of shares (being present in person or represented through a proxy), may demand voting on a poll in relation to the matters pertaining to that class of shares]; The consideration of, and passing, with or without modification, the relevant MOI Amendment Resolutions; and The closing of the Preference Shareholder MOI Amendment Meeting. 7

4 VOTING AND PROXY RELATED ASPECTS 4.1 4.2 The Voting Record Date (namely, the date on which Suidwes Shareholders must 4.3 be recorded in the Register in order to be entitled to participate, and vote, in relation to any of the matters to be tabled at the Meetings) is 29 May 2020. 4.4 4.5 In terms of section 63 of the Act, meeting participants must provide satisfactory 4.6 identification. Meeting participants will be required to provide identification to the 4.7 reasonable satisfaction of the chairperson as provided for in clause 17.36 of the 4.7.1 Suidwes MOI and must, therefore, bring a copy of their identity document, passport 4.7.2 or drivers' licence to the relevant Meeting. 5 A Suidwes Shareholder entitled to attend, speak and vote at the relevant Meeting 5.1 may appoint a proxy to attend, speak and vote in his/her stead at the relevant Meeting by completing the Form of Proxy in accordance with its instructions and then (i) emailing it to the Suidwes Company Secretary (Mr Derek Linde) at [email protected] or (ii) delivering it for the attention of the Suidwes Company Secretary at Suidwes' registered address at Suidwes Head Office, 5 Voortrekker Street, Leeudoringstad or at any Suidwes retail outlet or silo, prior to the scheduled time for the Meetings. Alternatively, the Form of Proxy may be handed to the chairperson of the Meeting or the Suidwes Company Secretary at any time before a relevant Resolution is tabled for voting at the relevant Meeting. It is not required that a proxy be a Suidwes Shareholder. The Excluded Shareholder may not vote in relation to the Scheme Resolutions. In terms of clause 17.33 of the Suidwes MOI, if voting is conducted on a show of hands, every Suidwes Shareholder who is present in person or represented by proxy at the Meetings shall have one vote (irrespective of the number of Suidwes Shares held and irrespective of the voting rights that the Suidwes Shareholder would otherwise be entitled to exercise). In terms of clause 17.32.1 of the Suidwes MOI, if voting is conducted on a poll, every – Class A Shareholder and Class B Shareholder shall have that proportion of the total votes in Senwes which the aggregate amount of the nominal value of the shares held by that Shareholder bears to the aggregate of the nominal value of all the Class A Shares and Class B Shares issued by Senwes; and Suidwes Preference Shareholder shall be as follows as prescribed in clause 10(1)(xvii) of Part I of the MOI: (a) In relation to matters that relate exclusively to the Suidwes Preference Shares (being Special Resolution 2 of the Scheme Resolutions, Special Resolution 4 of the Scheme Resolutions and Special Resolution 1 of the MOI Amendment Resolutions to be passed by the Preference Shareholders), the Suidwes Preference Shareholders shall have 1 vote for every Suidwes Preference Share held by such Suidwes Preference Shareholder; and (b) In relation to matters that do not exclusively relate to the Suidwes Preference Shares (being the balance of the Resolutions with the exclusion of the Resolutions set out in paragraph 4.7.2(a) above), the Suidwes Preference Shareholder shall have 1 vote for every 4000 Suidwes Preference Shares held by such Suidwes Preference Shareholder. ELECTRONIC PARTICIPATION AT THE MEETINGS Suidwes Shareholders or their proxies may participate in, but not vote at, the Meetings by way of a teleconference call and, if they wish to do so: 8

5.1.1 must contact the Suidwes Company Secretary (by email at the address 5.1.2 [email protected]) by no later than 16:00 on 28 May 2020 in order to obtain 5.1.3 dial in details for the conference call; 6 will be required to provide identification to the reasonable satisfaction of the 6.1 Suidwes Company Secretary at the Meetings; 6.1.1 will be billed separately by their own telephone providers for the call to participate 6.1.2 in the Meetings, 6.2 on the condition that Suidwes Shareholders and their proxies will not be able to 6.2.1 vote telephonically at the Meetings and will still need to appoint a proxy to vote on their behalf at the Meetings. 6.2.2 QUORUM REQUIREMENTS FOR EACH OF THE MEETINGS 6.2.3 6.3 Quorum requirements for the AGM 6.3.1 In terms of clause 17.11 of the Suidwes MOI, the AGM may not begin unless at least 10 Suidwes Shareholders that are entitled to attend and vote, be present or represented by proxy at the AGM, irrespective of the voting rights represented by those 10 Suidwes Shareholders. Further, in terms of clause 17.12 of the Suidwes MOI, a matter to be decided at the AGM may not begin to be considered unless, at the time the matter is called on the agenda, at least 10 Suidwes Shareholders that are entitled to attend and vote, be present or represented by proxy at the AGM, irrespective of the voting rights represented by those 10 Suidwes Shareholders. Quorum requirements for the Scheme Meeting In terms of section 115(2)(a) read with section 64(3) of the Act, the Scheme Meeting may not begin unless (i) at least 3 Suidwes Shareholders entitled to attend and vote, are present or represented by proxy at the Scheme Meeting; and (ii) sufficient Suidwes Shareholders are present or represented by proxy at the Scheme Meeting to exercise, in aggregate, at least 25% of all the voting rights that are entitled to be exercised in respect of at least one matter to be decided at the Scheme Meeting. Further, a matter to be decided at the Scheme Meeting may not begin to be considered unless, at the time the matter is called on the agenda, (i) at least 3 Suidwes Shareholders entitled to vote on that matter, are present or represented by proxy at the Scheme Meeting; and (ii) sufficient Suidwes Shareholders are present or represented by proxy at the Scheme Meeting to exercise, in aggregate, at least 25% of all the voting rights that are entitled to be exercised on that matter. In accordance with section 115(4) of the Companies Act, the voting rights of the Excluded Shareholder are excluded for purposes of determining whether the applicable quorum requirements for the Scheme Meeting are met. Quorum requirements for the Class A Shareholder MOI Amendment Meeting Irrespective of the provisions of clause 16.2.1 of the Suidwes MOI (which allows for a quorum of at least 2 Suidwes Shareholders that hold more than 10% of the applicable class of shares), in terms of section 64(3) of the Act read with clause 16.2.1 of the Suidwes MOI, the Class A Shareholder MOI Amendment Meeting may not begin unless (i) sufficient Class A Shareholders are present or represented by proxy at the Class A Shareholder MOI Amendment Meeting to exercise, in aggregate, at least 10% of all the voting rights that are entitled to be exercised in respect of at least one matter to be decided at the Class A Shareholder MOI Amendment Meeting and (ii) if there are more than 2 Class A Shareholders at least 3 Class A Shareholders that hold Class A Shares are 9

6.4 present, or represented by proxy, at the Class A Shareholder MOI Amendment Meeting. 6.5 6.5.1 Further, a matter to be decided at the Class A Shareholder MOI Amendment Meeting may not begin to be considered unless, at the time the matter is called on 6.6 the agenda (i) sufficient Class A Shareholders are present or represented by proxy at the Class A Shareholder MOI Amendment Meeting to exercise, in aggregate, at 6.7 least 10% of all the voting rights that are entitled to be exercised in respect of at 6.7.1 least one matter to be decided at the Class A Shareholder MOI Amendment Meeting and (ii) if there are more than 2 Class A Shareholders at least 3 Class A 6.8 Shareholders that hold Class A Shares are present, or represented by proxy, at the Class A Shareholder MOI Amendment Meeting. Quorum requirements for the Class B Shareholder MOI Amendment Meeting Irrespective of the provisions of clause 16.2.1 of the Suidwes MOI (which allows for a quorum of at least 2 Suidwes Shareholders that hold more than 10% of the applicable class of shares), in terms of section 64(3) of the Act read with clause 16.2.1 of the Suidwes MOI, the Class B Shareholder MOI Amendment Meeting may not begin unless (i) sufficient Class B Shareholders are present or represented by proxy at the Class B Shareholder MOI Amendment Meeting to exercise, in aggregate, at least 10% of all the voting rights that are entitled to be exercised in respect of at least one matter to be decided at the Class B Shareholder MOI Amendment Meeting and (ii) if there are more than 2 Class A Shareholders at least 3 Class A Shareholders that hold Class B Shares are present, or represented by proxy, at the Class B Shareholder MOI Amendment Meeting. Further, a matter to be decided at the Class B Shareholder MOI Amendment Meeting may not begin to be considered unless, at the time the matter is called on the agenda (i) sufficient Class B Shareholders are present or represented by proxy at the Class B Shareholder MOI Amendment Meeting to exercise, in aggregate, at least 10% of all the voting rights that are entitled to be exercised in respect of at least one matter to be decided at the Class B Shareholder MOI Amendment Meeting and (ii) if there are more than 2 Class B Shareholders at least 3 Class B Shareholders that hold Class B Shares are present, or represented by proxy, at the Class B Shareholder MOI Amendment Meeting. Quorum requirements for the Preference Shareholder MOI Amendment Meeting Irrespective of the provisions of clause 16.2.1 of the Suidwes MOI (which allows for a quorum of at least 2 Suidwes Shareholders that hold more than 10% of the applicable class of shares), in terms of section 64(3) of the Act read with clause 16.2.1 of the Suidwes MOI, the Preference Shareholder MOI Amendment Meeting may not begin unless (i) sufficient Suidwes Preference Shareholders are present or represented by proxy at the Preference Shareholder MOI Amendment Meeting to exercise, in aggregate, at least 10% of all the voting rights that are entitled to be exercised in respect of at least one matter to be decided at the Preference Shareholder MOI Amendment Meeting and (ii) if there are more than 2 Suidwes Preference Shareholders at least 3 Suidwes Preference Shareholders that hold Suidwes Preference Shares are present, or represented by proxy, at the Preference Shareholder MOI Amendment Meeting. Further, a matter to be decided at the Preference Shareholder MOI Amendment Meeting may not begin to be considered unless, at the time the matter is called on the agenda (i) sufficient Suidwes Preference Shareholders are present or represented by proxy at the Preference Shareholder MOI Amendment Meeting to exercise, in aggregate, at least 10% of all the voting rights that are entitled to be exercised in respect of at least one matter to be decided at the Preference Shareholder MOI Amendment Meeting and (ii) if there are more than 2 Suidwes Preference Shareholders at least 3 Suidwes Preference Shareholders that hold 10

7 Suidwes Preference Shares are present, or represented by proxy, at the 7.1 Preference Shareholder MOI Amendment Meeting. 7.1.1 7.1.2 APPROVAL REQUIREMENTS FOR THE ADOPTION OF EACH OF THE 7.2 RESOLUTIONS 7.2.1 Approval Requirements for the adoption of the AGM Resolutions 7.2.2 For Ordinary Resolution 1, 2 and 3 of the AGM to be approved, each of these 7.2.3 resolutions must be supported by more than 50% (fifty percent) of the voting rights to be cast on the resolution as per section 1 of the Act. 7.2.4 For Special Resolution 1, 2 and 3 of the AGM to be approved, each of these 7.2.5 resolutions must be supported by at least 65% (sixty five percent) of the voting rights to be cast on the resolution as per clause 1 of the MOI. 7.3 7.3.1 Approval Requirements for the adoption of the Scheme Resolutions 7.3.2 7.4 For Special Resolution 1 of the Scheme to be approved by Suidwes Ordinary 7.4.1 Shareholders, it must be supported by at least 65% (sixty five percent) of the votes exercised on the resolution by Suidwes Ordinary Shareholders. The Excluded Shareholder and the Suidwes Preference Shareholders will be excluded from voting on Special Resolution 1 of the Scheme. For Special Resolution 2 of the Scheme to be approved by Suidwes Preference Shareholders, it must be supported by at least 65% (sixty five percent) of the votes exercised on the resolution by Suidwes Preference Shareholders. The Excluded Shareholder and the Suidwes Ordinary Shareholders will be excluded from voting on Special Resolution 2 of the Scheme. For Special Resolution 3 of the Scheme to be approved by Suidwes Ordinary Shareholders, it must be supported by at least 65% (sixty five percent) of the votes exercised on the resolution by Suidwes Ordinary Shareholders. The Excluded Shareholder and the Suidwes Preference Shareholders will be excluded from voting on Special Resolution 3 of the Scheme. For Special Resolution 4 of the Scheme to be approved by Suidwes Preference Shareholders, it must be supported by at least 65% (sixty five percent) of the votes exercised on the resolution by Suidwes Preference Shareholders. The Excluded Shareholder and the Suidwes Ordinary Shareholders will be excluded from voting on Special Resolution 4 of the Scheme. For Ordinary Resolution 1 of the Scheme to be approved, it must be supported by more than 50% (fifty percent) of the votes exercised on the resolution as per section 1 of the Act. The Excluded Shareholder will be excluded from voting on Ordinary Resolution 1 of the Scheme. Specific aspects to note in relation to the Scheme Resolutions Special Resolutions 1 and 2 of the Scheme and Ordinary Resolution 1 of the Scheme will only be implemented if the Conditions Precedent to the Scheme are fulfilled or, where capable of waiver, waived. Special Resolutions 3 and 4 of the Scheme will only be put to Suidwes Shareholders at the Meeting if Suidwes received a written notice from any Suidwes Shareholder objecting to the Scheme in terms of section 164(9)(c) of the Act. Approval Requirements for the adoption of the Class A Shareholder MOI Amendment Resolutions For Special Resolution 1 of the Class A MOI Amendment to be approved by Class A Shareholders that hold Class A Shares, it must be supported by at least 65% (sixty five percent) of the votes exercised on the resolution by such Class A 11

7.4.2 Shareholders that hold Class A Shares as per clause 1 of the MOI read with clause 7.5 16 thereof. 7.5.1 For Ordinary Resolution 1 of the Class A MOI Amendments to be approved by 7.5.2 Class A Shareholders that hold A Class Shares it must be supported by more than 7.6 50% (fifty percent) of the votes exercised on the resolution by such Class A 7.6.1 Shareholders that hold Class A Shares as per section 1 of the Act. 7.6.2 Approval Requirements for the adoption of the Class B Shareholder MOI Amendment Resolutions 8 8.1 For Special Resolution 1 of the Class B MOI Amendment to be approved by Class 8.2 B Shareholders that hold Class B Shares, it must be supported by at least 65% 8.3 (sixty five percent) of the votes exercised on the resolution by such Class B Shareholders that hold Class B Shares as per clause 1 of the MOI read with clause 8.4 16 thereof. 8.4.1 For Ordinary Resolution 1 of the Class B MOI Amendments to be approved by Class B Shareholders that hold B Class Shares it must be supported by more than 50% (fifty percent) of the votes exercised on the resolution by such Class B Shareholders that hold Class B Shares as per section 1 of the Act. Approval Requirements for the adoption of the Preference Shareholder MOI Amendment Resolutions For Special Resolution 1 of the Preference Shareholder MOI Amendment to be approved by the Suidwes Preference Shareholders that hold Suidwes Preference Shares, it must be supported by at least 65% (sixty five percent) of the votes exercised on the resolution by such Suidwes Preference Shareholders that hold Suidwes Preference Shares as per clause 1 of the MOI read with clause 16 thereof. For Ordinary Resolution 1 of the Preference Shareholder MOI Amendments to be approved by the Suidwes Preference Shareholders that hold Suidwes Preference Shares it must be supported by more than 50% (fifty percent) of the votes exercised on the resolution by such Suidwes Preference Shareholders that hold Suidwes Preference Shares as per section 1 of the Act. APPRAISAL RIGHTS FOR DISSENTING SHAREHOLDERS Suidwes Shareholders are hereby informed and advised of their Appraisal Rights in terms of section 164 of the Act. Their attention is drawn to the provisions of section 164 which are set out in Annexure 6 to the Circular. A very high-level explanation of these Appraisal Rights is set out below and Suidwes Shareholders are encouraged to study Annexure 6 to the Circular in detail. In terms of section 164 of the Act, at any time before the Scheme Resolutions or the MOI Amendment Resolutions (or any other applicable Resolution to which section 164 applies) is voted on, a Suidwes Shareholder may give Suidwes a written notice objecting to the Scheme Resolutions or the MOI Amendment Resolutions (or such other applicable Resolution to which section 164 applies). Within 10 South African Business Days after Suidwes has adopted the Scheme Resolutions or MOI Amendment Resolutions (or any other applicable Resolution to which section 164 applies), Suidwes must send a notice that the Scheme Resolutions, or MOI Amendment Resolutions (or any other applicable Resolution to which section 164 applies) have been adopted to each Suidwes Shareholder who (\"the Eligible Shareholder\"): gave a valid written notice of objection to Suidwes as contemplated above; 12

8.4.2 has not withdrawn that notice; and 8.4.3 8.5 has voted against the Scheme Resolutions or MOI Amendment Resolutions (or 8.6 any other applicable Resolution to which section 164 applies). 9 9.1 An Eligible Shareholder is entitled, within 20 South African Business Days after receiving Suidwes' aforementioned notice of the adoption of Scheme Resolutions 9.2 or MOI Amendment Resolutions (or any other applicable Resolution to which section 164 applies), to demand that Suidwes pay the Eligible Shareholder the fair 9.3 value for all of the Eligible Shareholder’s Suidwes Shares. 9.4 Please refer to the extracts of section 164 of the Companies Act as set out in Annexure 6 to the Circular for more details in relation to the Appraisal Rights for Dissenting Shareholders. AGM RESOLUTIONS ORDINARY RESOLUTION 1 OF THE AGM – Approval of the appointment of the auditor \"RESOLVED THAT PriceWaterhouseCoopers be appointed as the auditors of Suidwes for the financial year ending on 30 April 2020\". Reason for and effect of Ordinary Resolution 1 of the AGM The reason for and effect of Ordinary Resolution 1 of the AGM is to obtain approval to appoint an auditor as required in clause 20.35 of the MOI. ORDINARY RESOLUTION 2 OF THE AGM – Adoption of the financial statements \"RESOLVED THAT the audited consolidated annual financial statements for Suidwes for the year ended 30 April 2019, including the Reports, be adopted and approved.\" Reason for and effect of Ordinary Resolution 2 of the AGM The reason for and effect of Ordinary Resolution 2 of the AGM is to obtain approval for the financial statements of Suidwes as required in terms of clause 17.10 of the MOI. ORDINARY RESOLUTION 3 OF THE AGM – Selection and appointment of members of the Audit Committee \"RESOLVED THAT, in terms of section 94(2) of the Act, Mr A Botha (B.Com (Hons) Accounting, Mr T Geldenhuys (B.Com (Hons) Banking, Mr F Marx (B.Com (Hons) Economics) and Mr D Pretorius (M.Com Computer Auditing, CA(SA)) be elected as members to the Suidwes Audit Committee until the date of the next annual general meeting of Suidwes Shareholders Reason for and effect of Ordinary Resolution 3 of the AGM The reason for and effect of Ordinary Resolution 3 of the AGM is to appoint members to the Audit Committee as required pursuant to section 94(2) of the Act. SPECIAL RESOLUTION 1 OF THE AGM – Approval of director remuneration \"RESOLVED THAT in terms of section 66(9) of the Act read together with clause 18.4 of the MOI, Suidwes be and is hereby authorised with retrospective effect from 30 April 2019 to decrease the remuneration of its directors with 15% which remuneration shall be effective until the date of the next annual general meeting of Suidwes Shareholders.\" 13

Reason for and effect of Special Resolution 1 of the AGM The reason for and effect of Special Resolution 1 of the AGM is to authorise the reduction in payment of director remuneration as required in clause 18.4 of the MOI. 9.5 SPECIAL RESOLUTION 2 OF THE AGM – Authority to provide financial assistance in terms of section 44 of the Act “RESOLVED THAT in terms of section 44 of the Act, as a general approval, the Suidwes Board may, from time to time, authorise Suidwes to provide any direct or indirect financial assistance, as defined in section 44 of the Act, to any group company for such amounts and on such terms and conditions as the Suidwes Board may determine for the purpose of, or in connection with, the subscription for securities to be issued by that company or any related and interrelated companies or for the purchase of securities of the company or related and interrelated companies, provided that the aforementioned approval shall be valid until the date of the next annual general meeting of Suidwes.” Reason for and effect of Special Resolution 2 of the AGM The reason for and effect of Special Resolution 2 of the AGM is to authorise the Suidwes Board to provide financial assistance as envisaged by section 44 of the Act and read with clause 1.2 of the MOI. 9.6 SPECIAL RESOLUTION 3 OF THE AGM – Authority to provide financial assistance in terms of section 45 of the Act \"RESOLVED THAT in terms of section 45 of the Act, as a general approval, the Suidwes Board may from time to time authorise Suidwes to provide any direct or indirect financial assistance, as defined in section 45 of the Act, to any related or interrelated company or corporation for such amounts and on such terms and conditions as the Suidwes Board may determine, provided that the aforementioned approval shall be valid until the date of the next annual general meeting of Suidwes Shareholders.” Reason for and effect of Special Resolution 3 of the AGM The reason for and effect of Special Resolution 3 of the AGM is to authorise the Suidwes Board to provide financial assistance as envisaged by section 45 of the Act and read with clause 1.2 of the MOI. 10 RESOLUTIONS REQUIRED TO APPROVE THE SCHEME 10.1 SPECIAL RESOLUTION 1 OF THE SCHEME– Approval of the Scheme by Class A Shareholders and Class B Shareholders in terms of sections 114 and 115 of the Companies Act “RESOLVED THAT the scheme of arrangement in terms of section 114 of the Act (as detailed fully in the Circular and as same may be amended or varied as contemplated in the Circular) proposed by the Suidwes Board between Suidwes and the Suidwes Ordinary Shareholders in terms of which, amongst other things, if such scheme of arrangement becomes unconditional in accordance with its terms: (a) Senwes and Senwesbel will acquire, on the terms and subject to the conditions set out in the Circular (as same may be amended or varied as contemplated in the Circular) all the Scheme Shares; and (b) each Scheme Participant will receive the Scheme Consideration elected, or deemed to be elected, by such Scheme Participant as provided for in the Circular; 14

be and is hereby approved as a special resolution in terms of section 115(2)(a) of the Act as amended.” Reason for and effect of Special Resolution 1 of the Scheme. The reason for and the effect of Special Resolution 1 of the Scheme is to obtain approval from the Class A Shareholders and Class B Shareholders, as required in terms of section 114 read with section 115 of the Act, for the Scheme proposed by the Suidwes Board as contemplated in the Circular. The Class A Shareholders and Class B Shareholders are referred to the Circular for detailed information relating to the reason for and effect of Special Resolution 1 of the Scheme. 10.2 SPECIAL RESOLUTION 2 OF THE SCHEME – Approval of the Scheme by the Suidwes Preference Shareholders in terms of sections 114 and 115 of the Companies Act “RESOLVED THAT the scheme of arrangement in terms of section 114 of the Act (as detailed fully in the Circular and as same may be amended or varied as contemplated in the Circular) proposed by the Suidwes Board between Suidwes and the Suidwes Preference Shareholders in terms of which, amongst other things, if such scheme of arrangement becomes unconditional in accordance with its terms: (a) Senwes and Senwesbel will acquire, on the terms and subject to the conditions set out in the Circular (as same may be amended or varied as contemplated in the Circular) all the Scheme Shares; and (b) each Scheme Participant will receive the Scheme Consideration elected as detailed for the Suidwes Preference Shares with reference to the year of issue of the applicable Suidwes Preference Share, be and is hereby approved as a special resolution in terms of section 115(2)(a) of the Act as amended.” Reason for and effect of Special Resolution 2 of the Scheme. The reason for and the effect of Special Resolution 2 of the Scheme is to obtain approval from the Suidwes Preference Shareholders, as required in terms of section 114 read with section 115 of the Act, for the Scheme proposed by the Suidwes Board as contemplated in the Circular. The Suidwes Preference Shareholders are referred to the Circular for detailed information relating to the reason for and effect of Special Resolution 2 of the Scheme. 10.3 SPECIAL RESOLUTION 3 OF THE SCHEME– Revocation of Special Resolution 1 of the Scheme if the Conditions Precedent are not fulfilled and Dissenting Shareholders have exercised Appraisal Rights “RESOLVED THAT if Special Resolution 1 of the Scheme is adopted, but if the Scheme fails to become unconditional in accordance with its terms and/or if the Scheme fails for any other reason then, and with effect from the date of such an event, Special Resolution 1 of the Scheme is deemed revoked as contemplated in section 164(9)(c) of the Act with the result that each Dissenting Shareholder that has, pursuant to the adoption of the relevant revoked Special Resolutions, sent a demand to Suidwes in terms of sections 164(5) to (8) of the Act requiring to be paid the fair value of his Suidwes Shares, shall cease to have, and be deemed not to have had any payment right under section 164 of the Act pursuant to the adoption of the relevant revoked Special Resolution 1 of the Scheme.\" Reason for and effect of Special Resolution 3 of the Scheme: The reason for Special Resolution 3 of the Scheme is to remove Dissenting Shareholders’ right to payment under section 164 of the Companies Act in the circumstances set out therein. The effect of Special Resolution 3 of the Scheme is to remove a Dissenting Shareholder’s right to payment under section 164 of the Companies Act in such circumstances. 15

10.4 SPECIAL RESOLUTION 4 OF THE SCHEME – Revocation of Special Resolution 2 of the Scheme if the Conditions Precedent are not fulfilled and Dissenting Shareholders have exercised Appraisal Rights “RESOLVED THAT if Special Resolution 2 of the Scheme is adopted, but if the Scheme fails to become unconditional in accordance with its terms and/or if the Scheme fails for any other reason then, and with effect from the date of such an event, Special Resolution 2 of the Scheme is deemed revoked as contemplated in section 164(9)(c) of the Act with the result that each Dissenting Shareholder that has, pursuant to the adoption of the relevant revoked Special Resolutions, sent a demand to Suidwes in terms of sections 164(5) to (8) of the Act requiring to be paid the fair value of his Suidwes Shares, shall cease to have, and be deemed not to have had any payment right under section 164 of the Act pursuant to the adoption of Special Resolution 2 of the Scheme.\" Reason for and effect of Special Resolution 4 of the Scheme: The reason for Special Resolution 4 of the Scheme is to remove Dissenting Shareholders’ right to payment under section 164 of the Companies Act in the circumstances set out therein. The effect of Special Resolution 4 is to remove a Dissenting Shareholder’s right to payment under section 164 of the Companies Act in such circumstances. 10.5 ORDINARY RESOLUTION 1 OF THE SCHEME – Implementation of the Scheme and authority granted to directors and Suidwes Company Secretary “RESOLVED THAT each director of Suidwes and the Suidwes Company Secretary be and is hereby individually authorised to do all such things, including signing all such documentation, as are necessary or desirable to give effect to the resolutions relating to the Scheme as passed at the Meeting.” Reason for and effect of Ordinary Resolution 1 of the Scheme – The reason for and effect Ordinary Resolution 1 of the Scheme is to authorise the directors or the Suidwes Company Secretary individually to do all such things, including signing of documents and entering into of agreements, to give effect to and implement the resolutions in relation to the Scheme as approved at the General Meeting. 11 RESOLUTIONS REQUIRED BY THE CLASS A SHAREHOLDERS TO AMEND THE MOI 11.1 SPECIAL RESOLUTION 1 OF THE CLASS A SHAREHOLDER MOI AMENDMENT MEETING – Approval of the amendment of the MOI by the Class A Shareholders “RESOLVED THAT, subject to the approval of the Scheme Resolutions and the Scheme becoming unconditional in accordance with its terms, the Suidwes MOI be amended, with effect from the Suidwes MOI Amendment Date, by replacing the Suidwes MOI in its entirety with the Proposed MOI. Reason for and effect of Special Resolution 1 of the MOI Amendment – The reason for and effect of Special Resolution 1 of the MOI Amendment is to authorise that the Suidwes MOI be replaced in its entirety with the Proposed MOI to facilitate the shareholding of the Offerors in Suidwes should the Scheme be implemented. 11.2 ORDINARY RESOLUTION 1 OF THE CLASS A SHAREHOLDER MOI AMENDMENT MEETING – Implementation of the MOI Amendment \"RESOLVED THAT, subject to the approval of the Scheme Resolutions and the Scheme becoming unconditional in accordance with its terms, the directors of Suidwes or the Suidwes Company Secretary be and is hereby individually authorised to do all such things, including signing all such documentation, as are necessary or desirable to give effect to the resolutions relating to the MOI Amendment as passed at the Class A Shareholder MOI Amendment Meeting.” 16

Reason for and effect of Ordinary Resolution 1 of the Class A Shareholder MOI Amendment Meeting – The reason for and effect of Ordinary Resolution 1 of the Class A Shareholder MOI Amendment Meeting is to authorise any director or the Suidwes Company Secretary to do all such things, including signing of documents and entering into of agreements, to give effect to and implement the resolutions in relation to the MOI Amendment as approved at the Class A Shareholder MOI Amendment Meeting. 12 RESOLUTIONS REQUIRED BY THE CLASS B SHAREHOLDERS TO AMEND THE MOI 12.1 SPECIAL RESOLUTION 1 OF THE CLASS B SHAREHOLDER MOI AMENDMENT MEETING– Approval of the amendment of the MOI by the Class B Shareholders “RESOLVED THAT, subject to the approval of the Scheme Resolutions and the Scheme becoming unconditional in accordance with its terms, the Suidwes MOI be amended, with effect from the Suidwes MOI Amendment Date, by replacing the Suidwes MOI in its entirety with the Proposed MOI. Reason for and effect of Special Resolution 1 of the MOI Amendment – The reason for and effect of Special Resolution 2 of the MOI Amendment is to authorise that the Suidwes MOI be replaced in its entirety with the Proposed MOI to facilitate the shareholding of the Offerors in Suidwes should the Scheme be implemented. 12.2 ORDINARY RESOLUTION 1 OF THE CLASS B SHAREHOLDER MOI AMENDMENT MEETING– Implementation of the MOI Amendment \"RESOLVED THAT, subject to the approval of the Scheme Resolutions and the Scheme becoming unconditional in accordance with its terms, the directors of Suidwes or the Suidwes Company Secretary be and is hereby individually authorised to do all such things, including signing all such documentation, as are necessary or desirable to give effect to the resolutions relating to the MOI Amendment as passed at the Class B Shareholder MOI Amendment Meeting.” Reason for and effect of Ordinary Resolution 1 of the Class B Shareholder MOI Amendment Meeting – The reason for and effect of Ordinary Resolution 1 of the Class B Shareholder MOI Amendment Meeting is to authorise any director or the Suidwes Company Secretary to do all such things, including signing of documents and entering into of agreements, to give effect to and implement the resolutions in relation to the MOI Amendment as approved at the Class B Shareholder MOI Amendment Meeting. 13 RESOLUTIONS REQUIRED BY THE SUIDWES PREFERENCE SHAREHOLDERS TO AMEND THE MOI 13.1 SPECIAL RESOLUTION 1 OF THE PREFERENCE SHAREHOLDERS MOI AMENDMENT MEETING – Approval of the amendment of the MOI by the Suidwes Preference Shareholders “RESOLVED THAT, subject to the approval of the Scheme Resolutions and the Scheme becoming unconditional in accordance with its terms, the Suidwes MOI be amended, with effect from the Suidwes MOI Amendment Date, by replacing the Suidwes MOI in its entirety with the Proposed MOI. Reason for and effect of Special Resolution 1 of the MOI Amendment – The reason for and effect of Special Resolution 3 of the MOI Amendment is to authorise that the Suidwes MOI be replaced in its entirety with the Proposed MOI to facilitate the shareholding of the Offerors in Suidwes should the Scheme be implemented. 17

13.2 ORDINARY RESOLUTION 1 OF THE PREFERENCE SHAREHOLDER MOI AMENDMENT MEETING– Implementation of the MOI Amendment \"RESOLVED THAT, subject to the approval of the Scheme Resolutions and the Scheme becoming unconditional in accordance with its terms, each director of Suidwes and the Suidwes Company Secretary be and is hereby individually authorised to do all such things, including signing all such documentation, as are necessary or desirable to give effect to the resolutions relating to the MOI Amendment as passed at the Preference Shareholder MOI Amendment Meeting.” Reason for and effect of Ordinary Resolution 1 of the Preference Shareholder MOI Amendment Meeting – The reason for and effect of Ordinary Resolution 1 of the Preference Shareholder MOI Amendment Meeting is to authorise any director or the Suidwes Company Secretary to do all such things, including signing of documents and entering into of agreements, to give effect to and implement the resolutions in relation to the MOI Amendment as approved at the Preference Shareholder MOI Amendment Meeting. By Order of the Suidwes Board Derek Linde Group Chief Legal Officer and Group Secretary Leeudoringstad 25 April 2020 18

Annexure \"A\" FORM OF PROXY IN RESPECT OF THE MEETINGS OF SUIDWES SHAREHOLDERS SUIDWES HOLDINGS (RF) PROPRIETARY LIMITED (Registration number 1998/007242/07) (\"Suidwes\") FORM OF PROXY The interpretations and definitions commencing on page 43 of the Circular which is attached as Annexure \"C\" to the Notice as read together with the interpretations and definitions commencing on page 3 of the Notice to which this Form or Proxy is attached apply throughout this Form of Proxy (unless the context clearly indicates a contrary intention). For use by Suidwes Shareholders at the Meetings of Suidwes Shareholders to be held at 9:00 on 29 May 2020, at the Dutch Reformed Church Hall, Voortrekker Street, Leeudoringstad, South Africa or any adjourned or postponed meeting. Please read the summary of the terms of section 58 of the Companies Act provided below carefully, which sets out, amongst other things, the rights of Suidwes Shareholders regarding the appointment of proxies. I/ We (please PRINT names in full) from (address)________________________________________ with home telephone number__________________________________ work telephone number _______________________ and email address ___________________________ being the holder of ____________________________Class A Shares in Suidwes; and/or being the holder of ____________________________Class B Shares in Suidwes; and/or being the holder of ____________________________Suidwes Preference Shares do hereby appoint from or failing him/her, 1. from or failing him/her, 2. from or failing him/her, 3. 4. the chairperson of the Meeting as my/our proxy to attend, speak and vote for me/us at the Meetings convened for purposes of considering and, if deemed fit, passing, with or without modification the Resolutions to be proposed thereat (and at each postponement or adjournment thereof) and to vote for and/or against the resolutions and/or abstain from voting for and/or against the Resolutions, in respect of the Suidwes Shares registered in my/our name(s), in accordance with the following instructions or in accordance with my/our instruction notes attached hereto 19

For Against Abstain (a) Ordinary resolution 1 of the AGM – Approval of the appointment of the auditor (b) Ordinary resolution 2 of the AGM – Adoption of the financial statements (c) Ordinary resolution 3 of the AGM – Selection and appointment of members of the Audit Committee (d) Special resolution 1 of the AGM – Approval of director remuneration (e) Special resolution 2 of the AGM – Authority to provide financial assistance in terms of section 44 of the Act (f) Special resolution 3 of the AGM – Authority to provide financial assistance in terms of section 45 of the Act (g) Special Resolution 1 of the Scheme – Approval of the Scheme by Class A Shareholders and Class B Shareholders in terms of sections 114 and 115 of the Companies Act (h) Special Resolution 2 of the Scheme – Approval of the Scheme by the Suidwes Preference Shareholders in terms of sections 114 and 115 of the Companies Act (i) Special Resolution 3 of the Scheme – Revocation of Special Resolution 1 of the Scheme if the Conditions Precedent are not fulfilled and Dissenting Shareholders have exercised Appraisal Rights (j) Special Resolution 4 of the Scheme – Revocation of Special Resolution 2 of the Scheme if the Conditions Precedent are not fulfilled and Dissenting Shareholders have exercised Appraisal Rights (k) Ordinary Resolution 1 of the Scheme – Implementation of the Scheme and authority granted to directors and Suidwes Company Secretary (l) Special Resolution 1 by the Class A Shareholders in respect of the MOI Amendment – Approval of the amendment of the MOI by the Class A Shareholders (m)Special Resolution 1 by the Class B Shareholders in respect of the MOI Amendment – Approval of the amendment of the MOI by the Class B Shareholders (n) Special Resolution 1 by the Suidwes Preference Shareholders in respect of the MOI Amendment – Approval of the amendment of the MOI by the Suidwes Preference Shareholders (o) Ordinary Resolution 1 by the Class A shareholders in respect of the MOI Amendment – Implementation of the MOI Amendment (p) Ordinary Resolution 1 by the Class B shareholders in respect of the MOI Amendment – Implementation of the MOI Amendment (q) Ordinary Resolution 1 by the Suidwes Preference Shareholders in respect of the MOI Amendment – Implementation of the MOI Amendment 20

* Indicate instruction to the proxy by marking the above table with an \"X\" where desired, and should the vote be by a show of hands, each show of hand will be considered one vote, irrespective of the total voting rights he/she is entitled to. If no instruction is provided, the proxy (if not the chairperson of the meeting) shall be entitled to vote or abstain from voting as the proxy holder deems fit. If the proxy is the chairperson of the Meeting, he shall be deemed to be instructed to vote in favour of the Resolutions set out above in respect of all Suidwes Shares held by the Suidwes Shareholder. I further agree that, in the event that it is demanded that voting for any of the Resolutions be conducted at a poll, that I will abide thereby and this proxy must then be exercised based on my voting rights as set out in clause 17.32.1 of the Suidwes MOI in relation to the Suidwes Ordinary Shares and in clause 10(1)(xvii) of Part I of the Suidwes MOI in relation to the Suidwes Preference Shares. Signed at ______________________________ on ____________________________ 2020 Signature________________________________________ Name of Individual/Entity ____________________________________________ Suidwes Member Number __________________ Capacity (where applicable)___________________________________________ Note: Authority of signatory to be attached – see notes below Assisted by (where applicable): Full name (please PRINT name) Signature_______________________________________Capacity_________________ 21

SUMMARY OF RIGHTS CONTAINED IN SECTION 58 OF THE COMPANIES ACT In terms of section 58 of the Companies Act: A shareholder of a company may in accordance with the provisions of section 58 of the Companies Act, appoint any individual (including an individual who is not a shareholder of that company) as a proxy to participate in, and speak and vote at, a shareholders’ meeting on behalf of such shareholder. A proxy appointment – (a) must be in writing, dated and signed by the shareholder; and (b) remains valid for – (i) one year after the date on which it was signed; or (ii) any longer or shorter period expressly set out in the appointment, unless it is revoked in a manner contemplated in section 58(4)(c), or expires earlier as contemplated in section 58(8)(d). A shareholder may appoint two or more persons concurrently as proxies and may appoint more than one proxy to exercise voting rights attached to different securities held by the shareholder. A proxy may delegate his authority to act on behalf of a shareholder to another person, subject to any restriction set out in the instrument appointing such proxy. A copy of the instrument appointing a proxy must be delivered to the company, or to any other person on behalf of the company, before the proxy exercises any rights of the shareholder at a shareholders meeting. Irrespective of the form of instrument used to appoint a proxy, the appointment of a proxy is suspended at any time and to the extent that the relevant shareholder chooses to act directly and in person in the exercise of any of such shareholder’s rights as a shareholder. Any appointment by a shareholder of a proxy is revocable, unless the form of instrument used to appoint such proxy states otherwise. If an appointment of a proxy is revocable, a shareholder may revoke the proxy appointment by (i) cancelling it in writing or making a later inconsistent appointment of a proxy and (ii) delivering a copy of the revocation instrument to the proxy and to the relevant company. The revocation of a proxy appointment constitutes a complete and final cancellation of the proxy’s authority to act on behalf of the shareholder as of the later of – (a) the date stated in the revocation instrument, if any; or (b) the date on which the revocation instrument was delivered as required in section 58(4)(c)(ii). If the instrument appointing a proxy or proxies has been delivered by a shareholder to a company, then, for so long as that appointment remains in effect, any notice that is required in terms of the Companies Act or such company’s memorandum of incorporation to be delivered to a shareholder must be delivered by such company to: –– the relevant shareholder; or –– the proxy or proxies, if the relevant shareholder has: (i) directed such company to do so, in writing and (ii) paid any reasonable fee charged by such company for doing so. A proxy appointed by a shareholder is entitled to exercise, or abstain from exercising, any voting right of such shareholder without direction, except to the extent that the relevant company’s memorandum of incorporation, or the instrument appointing the proxy, provides otherwise. 22

Notes: (a) In terms of clause 17.54 of the Suidwes MOI, each Suidwes Shareholder is entitled to appoint only one proxy (none of whom need to be a Suidwes Shareholder) to attend, speak and vote in place of that Suidwes Shareholder at the Meeting, therefore excluding section 58(3)(a) of the Companies Act with the result that a Suidwes Shareholder is not entitled to appoint 2 or more proxies concurrently. (b) A Suidwes Shareholder entitled to attend and vote at the Meeting may insert the name of a proxy or the names of two alternative proxies of the Suidwes Shareholder’s choice in the space/s provided with or without deleting “the chairperson of the Meeting” but the Suidwes Shareholder must initial any such deletion. The person whose name stands first on the Form of Proxy and who is present at the Meeting will be entitled to act as proxy to the exclusion of those whose names follow. In the event that no names are indicated, the proxy shall be exercised by the chairperson of the Meeting. (c) Completed Proxy forms should be returned by (i) emailing it to the Suidwes Company Secretary at [email protected] or (ii) delivering it for the attention of the Suidwes Company Secretary at Suidwes' registered address at Suidwes Head Office, 5 Voortrekker Street, Leeudoringstad or at any Suidwes retail outlet or silo prior to the scheduled time for the Meetings. Alternatively, the Form of Proxy may be handed to the chairperson of the Meeting or the Suidwes Company Secretary at any time before a relevant Resolution is tabled for voting at the relevant Meeting. (d) It is not required that a proxy be a Suidwes Shareholder. (e) The completion and lodging of this Form of Proxy will not preclude the relevant Suidwes Shareholder from attending the Meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such Suidwes Shareholder wish to do so. (f) The chairperson of the General Meeting may accept or reject any Form of Proxy not completed and/or received in accordance with these notes or with the requirements of the Suidwes MOI. (g) Documentary evidence establishing the authority of a person signing this Form of Proxy in a representative capacity (e.g. for a company, close corporation, trust, pension fund, deceased estate, etc.) must be attached to this Form of Proxy, unless previously recorded by Suidwes. (h) Where this Form of Proxy is signed under power of attorney, such power of attorney must accompany this Form of Proxy, unless it has been registered by Suidwes or waived by the chairperson of the Meeting. (i) This Form of Proxy shall be valid at any resumption of an adjourned or postponed meeting to which it relates although this Form of Proxy shall not be used at the resumption of an adjourned or postponed meeting if it could not have been used at the Meeting of Suidwes Shareholders from which it was adjourned or postponed for any reason other than if it was not lodged timeously for the meeting from which the adjournment took place. (j) This Form of Proxy shall in addition to the authority conferred by the Act except insofar as it provides otherwise, be deemed to confer the power generally to act at the Meeting of Suidwes Shareholders in question, subject to any specific direction contained in this Form of Proxy as to the manner of voting. (k) A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the death or mental disorder of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the Suidwes 23

Shares in respect of which the proxy is given, provided that no notification in writing of such death, insanity, revocation or transfer as aforesaid shall have been received by the Company Secretary of Suidwes before the commencement of the meeting or adjourned meeting at which the proxy is used. (l) Any proxy appointed pursuant to this Form of Proxy may not delegate her or his authority to act on behalf of the relevant Suidwes Shareholder and the provisions of section 58(3)(b) of the Act are excluded pursuant to clause 17.54 of the MOI. (m) Any alteration or correction made to this form of proxy, other than the deletion of alternatives, must be initialled by the signatory/ies. 24

Annexure B Intention to attend in person For the Attention of the Suidwes Company Secretary Mr Derek Linde By way of email: [email protected]; or By hand delivery: Suidwes Head Office, 5 Voortrekker Street, Leeudoringstad Dear Mr Linde INTENTION TO ATTEND THE MEETINGS IN PERSON 1 I refer to the Notice of Annual General Meeting and General Meetings of Suidwes Shareholders that will take place on 29 May 2020 at 09:00. 2 Kindly note that I ____________________________________, with Suidwes member number __________________ or my duly appointed proxy, intend to attend the Meetings in person. Your faithfully ________________________________ [insert name of Suidwes Shareholder] 25

Annexure C _____________________________________________________________________________ THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION The interpretations and definitions commencing on page 43 of this Circular apply throughout this Circular, including this cover page (unless the context clearly indicates a contrary intention) as read together with the interpretations and definitions commencing on page 3 of the Notice. Please take note of the following actions required by Suidwes Shareholders: 1. This entire Circular is important and should be read carefully, with particular attention paid to the section titled Actions required by Suidwes Shareholders in relation to the Scheme, commencing on page 34 of this Circular. 2. If you have disposed of all, or any, of your Suidwes Shares, please forward this Circular to the purchaser of such shares or to the agent through whom the disposal was effected. 3. If you are in any doubt as to what action to take or require an understanding of the commercial, tax, legal, accounting or any other effects of a particular action as it affects you, please consult your banker, applicable CSDP, attorney or other professional advisor immediately. 4. Senwes, Senwesbel and Suidwes do not accept responsibility, and will not be held liable, for any action of, or omission by, any professional advisor, broker, applicable CSDP or agent of any beneficial owner of the Suidwes Shares including, without limitation, any failure on the part of the professional advisor, broker, applicable CSDP or agent of any beneficial owner of Suidwes Shares to notify such beneficial owner of the transactions set out in this Circular. SENWES LIMITED SENWESBEL LIMITED ISIN NUMBER: ZAEZ00000018 ISIN NUMBER: ZAEZ00000026 (Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa) (Registration number 1997/005336/06) (Registration number 1996/017629/06) (“Senwes”) (“Senwesbel”) (hereinafter referred to jointly as “the Senwes Group” or “the Offerors”) SUIDWES HOLDINGS (RING FENCED) PROPRIETARY LIMITED (Incorporated in the Republic of South Africa) (Registration number 1998/007242/07) (“Suidwes”) 26

________________________________________________________________________ COMBINED CIRCULAR TO SUIDWES SHAREHOLDERS Regarding • a scheme of arrangement in terms of section 114 of the Act proposed by the Suidwes Board between Suidwes and the Suidwes Shareholders in terms of which, if successfully implemented, the Senwes Group will acquire all of the Suidwes Shares for the Scheme Consideration and matters ancillary thereto, including: o details of the Offer to Suidwes Shareholders to purchase all the Suidwes Shares; o a description of the Scheme Consideration, comprising the Cash Consideration or Consideration Shares, as the case may be; and incorporating amongst other things: • a report prepared by the Independent Expert in respect of the Proposed Transaction in accordance with section 114(2) and (3) of the Act; • the Form of Election in respect of the Scheme; • an extract of the Senwesbel MOI containing the Qualifying Criteria for a Qualifying Person; • extracts from the consolidated financial information of Senwesbel and Senwes for the previous three financial years; • extracts of section 115 of the Act dealing with the approval requirements for the Scheme; and • a statement of Appraisal Rights in terms of section 164(2) of the Act. 27

Licenced Exchange in respect of Attorneys for the Offerors the Offerors' securities This Circular is available in English and Afrikaans. Copies of the Circular may be obtained during normal business hours from the registered office of the Senwes Group or Suidwes, the address of which is set out in the ''Corporate Information\" section of this Circular or online at www.senwes.co.za or www.suidwes.co.za from the date of issue of this Circular until the Scheme Consideration Record Date. If there are any inconsistencies between the Afrikaans and English versions of the Circular, then the English version shall prevail. Date of issue: 30 April 2020 28

CORPORATE AND ADVISOR INFORMATION IN RESPECT OF THE SENWES GROUP: Attorneys: Company secretary and registered office Clyde & Co Inc. of Senwes / Transfer secretary 6th Floor Katherine & West Building EM Joynt 114 West Street Senwes Limited SANDTON 1 Charel de Klerk Street 2196 KLERKSDORP South Africa 2570 South Africa Tel no.: +27 10 286 0350 (PO Box 31, Klerksdorp, 2570) Independent External Auditors Tel no.: +27 18 464 7104 Ernst & Young Incorporated Date and place of incorporation of (Registration number: 2005/002308/21) Senwes: 102 Rivonia Road Republic of South Africa, 10 April 1997 SANDTON 2196 Date and place of incorporation of South Africa Senwesbel: Republic of South Africa, 11 December 1996 (Private Bag X14, Sandton, 2146) Company secretary and registered office Central Security Depository of Senwesbel Participant: AE Scholtz Computershare Proprietary Limited 1 Charel de Klerk Street (Registration number: 2000/006082/07) KLERKSDORP Rosebank Towers 2570 15 Biermann Avenue South Africa ROSEBANK 2196 (PO Box 31, Klerksdorp, 2570) South Africa Tel no.: +27 18 464 7104 (PO Box 61051, Marshalltown, 2107) Appointed Advisor in terms of the ZAR X Tel no.: +27 11 370 5000 Listing Requirements: EM Joynt 1 Charel de Klerk Street KLERKSDORP 2570 South Africa (PO Box 31, Klerksdorp, 2570) Tel no.: +27 18 464 7104 29

Central Securities Depository: The licenced exchange: Strate Proprietary Limited ZAR X Proprietary Limited (Registration number: 1998/022242/07) (Registration number 2015/089692/07) 1st Floor First Floor 9 Fricker Road Jindal Africa Building Illovo Boulevard 22 Kildoon Road Illovo BRYANSTON SANDTON 2021 2196 South Africa South Africa Tel no.: +27 10 442 5500 Tel no.: +27 11 759 5300 IN RESPECT OF SUIDWES: Attorneys: Company secretary and registered office of Clyde & Co Inc. Suidwes 6th Floor Katherine & West Building D Linde 114 West Street Suidwes Company Secretary & Registered SANDTON Office 2196 Voortrekker Street South Africa LEEUDORINGSTAD 2640 Tel no.: +27 10 286 0350 South Africa (PO Box 5, Leeudoringstad, 2640) Tel no.: +27 18 581 1000 Date and place of incorporation of Suidwes: Republic of South Africa,16 April 1998 Independent Expert: Johannes Frederik Basson CA (SA) 5 Batavia Street Welgemoed BELLVILLE 7530 Bellville South Africa email address: [email protected] Tel no.: +27 21 913 1138 Cell no.: +27 82 565 5711 30

_______________________________________________________________________ TABLE OF CONTENTS ________________________________________________________________________ CORPORATE AND ADVISOR INFORMATION 29 IMPORTANT LEGAL INFORMATION 33 ACTION REQUIRED BY SUIDWES SHAREHOLDERS IN RELATION TO THE SCHEME 34 1 Voting, attendance and representation at the Meetings 34 2 Electronic participation at Meetings 35 3 Selection and settlement of the Scheme Consideration 35 4 Surrender of documents of title 37 5 Payment of Cash Consideration and issue of the Consideration Shares 37 6 Request for further information 38 7 Dissenting Shareholders 38 8 Foreign Suidwes Shareholders 38 SALIENT DATES AND TIMES RELATING TO THE SCHEME 39 LETTER TO SUIDWES SHAREHOLDERS 41 INTERPRETATIONS AND DEFINITIONS 43 DIRECTORS 52 COMBINED CIRCULAR TO SUIDWES SHAREHOLDERS 54 SECTION A: INTRODUCTION, PURPOSE OF THE COMBINED CIRCULAR, INFORMA- TION OF THE OFFERORS AND DESCRIPTION OF THE SENWES BUSINESS 54 1 Introduction 54 2 Purpose of the Circular and application of the Takeover Regulations 54 3 Rationale For The Scheme 54 4 Information of Senwes Group: Group Structure and Operational Segments 55 5 Main Shareholders 58 6 Strategic progress and future prospects 58 SECTION B: TERMS AND CONDITIONS OF THE SCHEME 60 1 Overview and effects of the Scheme 60 2 Appraisal Rights 61 3 Dissenting Shareholders 61 4 Termination of the Scheme 62 5 Selection of the Scheme Consideration by Ordinary Shareholder Scheme Participants 62 6 Scheme Consideration applicable in relation to the Preference Shareholder Scheme Participants 63 7 Surrender of documents of title 63 8 Payment of Cash Consideration and issue of the Consideration Shares 63 9 Conditions Precedent 64 10 Financial Effects 65 11 Other terms of the Scheme 65 31

12 Tax Consequences for Suidwes Shareholders 65 13 Election and Surrender Procedures 65 14 Suidwes Shares held by the Offerors or its Directors and other Arrangements 67 15 Material Provisions of the Implementation Agreement 68 16 Material provisions of the Loan Agreement 69 17 Financial Information 69 18 Consents 69 19 Governing law 70 20 Directors’ Responsibility Statement 70 21 Opinion and recommendations 70 22 Costs of the Offer 70 23 Documents available for inspection 70 Annexure 1: Summarised extracts from the audited annual financial statements of Senwes Limited for the 3 (three) financial years ended 30 April 2017, 30 April 2018 and 30 April 2019 72 Annexure 1.1: Summarised extracts from the unaudited interim financial statements of Senwes Limited for the 3 (three) six month periods ended 31 October 2017, 31 October 2018 and 31 October 2019 79 Annexure 2: Summarised extracts from the audited annual financial statements of Senwesbel Limited for the 3 (three) financial years ended 30 April 2017, 30 April 2018 and 30 April 2019 86 Annexure 2.1: Summarised extracts from the unaudited interim financial statements 93 of Senwesbel Limited for the 3 (three) six month periods ended 31 October 2017, 31 October 2018 and 31 October 2019 Annexure 3: Extract of clause 40.2 of the Senwesbel MOI explaining the Qualifying 100 Criteria for Qualifying Persons Annexure 4: Form of Election for use by Suidwes Shareholders 101 Application form to take up Senwesbel shares 104 Annexure 5: Report of the Independent Expert 106 Annexure 6: Summary of sections 115 and 164 of the Companies Act 107 Annexure 7: Extract of clause 8 of the Implementation Agreement 114 Annexure 8: Suidwes Integrated Annual Report 115 Annexure 9: Proposed MOI 116 32

IMPORTANT LEGAL INFORMATION DEFINITIONS AND INTERPRETATIONS The interpretations and definitions commencing on page 43 of this Circular apply throughout this Circular as read together with the interpretations and definitions commencing on page 3 of the Notice, including this section on Important Legal Information (unless the context clearly indicates a contrary intention). FORWARD-LOOKING STATEMENTS Statements in this Circular may include ''forward-looking statements'' that express or imply expectations of future events or results. Forward-looking statements are statements that are not historical facts. These statements include financial projections and estimates and their underlying assumptions, and statements regarding plans, objectives and expectations with regard to future operations, products and services, and statements regarding future performance. Forward-looking statements are generally identified by the words ''anticipates'', ''believes'', ''estimates'', ''expects'', ''intends'' and similar expressions. All forward-looking statements involve a number of risks, uncertainties and other factors, and Senwes, Senwesbel and Suidwes cannot give assurances that those statements will prove to be correct. Risks, uncertainties and other factors that could cause actual events or results to differ from those expressed or implied by the forward-looking statements include, without limitation, changes in the economic or political situation in South Africa or any other relevant jurisdiction, changes in the agricultural industry in South Africa or worldwide and the performance of Senwes, Senwesbel or Suidwes. Although both the Offerors and Suidwes believe that the expectations reflected in the forward-looking statements are reasonable, Suidwes Shareholders are cautioned that forward-looking information and statements are subject to various risks and uncertainties – many of which are difficult to predict and generally beyond the control of any party – that could cause actual events or results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Senwes, Senwesbel and Suidwes do not undertake any obligation to update any forward-looking information or statements. None of the forward-looking statements have been reviewed nor reported on by the Independent External Auditors. APPLICABLE LAW AND FOREIGN SUIDWES SHAREHOLDERS The Scheme may be affected by the laws of the relevant jurisdiction of Foreign Suidwes Shareholders. Such Foreign Suidwes Shareholders should inform themselves about and observe any applicable legal requirements of such jurisdictions. It is the responsibility of the Foreign Suidwes Shareholder to satisfy himself as to the full observance of the laws and regulatory requirements of such jurisdictions including obtaining any governmental, exchange control or other consents or the making of any filings which may be required, the compliance with necessary formalities, the payment of any transfer or taxes or other requisite payments due in such jurisdiction. The Scheme complies with, and is governed by, the laws of South Africa and is subject to applicable South African laws and regulations, including the Act, and may not be forwarded or transmitted to jurisdictions outside South Africa in which it is illegal to make such Offer. In such circumstances, the Circular and all accompanying documents is not intended to, and does not constitute, or form part of, an offer of whatsoever nature or form or a solicitation of any such offer, vote or approval in such jurisdiction and is sent for information purposes only. Any Foreign Suidwes Shareholder who is in doubt as to his position including, without limitation, his tax status and potential liabilities should consult a suitable independent professional advisor in the applicable jurisdiction on an urgent basis. 33

ACTION REQUIRED BY SUIDWES SHAREHOLDERS IN RELATION TO THE SCHEME This Circular is important and requires your immediate attention. The interpretations and definitions commencing on page 43 of this Circular as read together with the interpretations and definitions commencing on page 3 of the Notice apply to this section (unless the context clearly indicates otherwise). Please take careful note of the following provisions regarding the actions required by Suidwes Shareholders. If you are in any doubt as to what action to take or require an understanding of the commercial, legal, tax, accounting or other effects of a particular action as it affects you, please consult your banker, attorney or other professional advisor immediately. If you have disposed of all, or any, of your Suidwes Shares, please forward this Circular to the purchaser of such Suidwes Shares or to the agent through whom such disposal was effected. An Annual General Meeting and further general meetings of Suidwes Shareholders (\"the Meetings\") is scheduled to be held at 9:00 on 29 May 2020, at the Dutch Reformed Church Hall, Voortrekker Street, Leeudoringstad to consider and, if deemed fit, to pass, with or without modification, the Resolutions required to, amongst other things, approve and implement the Scheme with the result that the Offerors will acquire all of the Suidwes Shares and the Scheme Participants will receive the Scheme Consideration. 1 Voting, attendance and representation at the Meetings 1.1 You may attend, speak and vote at the Meetings in person (or, if you are a company or other body corporate, be represented by a duly authorised natural person) subject to the provisions of sections 57 and 58 of the Act, provided that the Excluded Shareholder shall not be entitled to vote in relation to the Scheme Resolutions. Alternatively, you may appoint a proxy to represent you at the Meetings by completing the Form of Proxy in accordance with its instructions and then (i) emailing it to the Suidwes Company Secretary at [email protected] or (ii) delivering it for the attention of the Suidwes Company Secretary at Suidwes registered address at Suidwes Head Office, 5 Voortrekker Street Leeudoringstad or at any Suidwes retail outlet or silo prior to the scheduled time for the Meetings. Alternatively, the Form of Proxy may be handed to the chairperson of the Meeting or the Suidwes Company Secretary at any time before a relevant Resolution is tabled for voting at the relevant Meeting 1.2 Having regard to the national disaster declared in Government Notice No. 313 of Government Gazette No. 43096 on 15 March 2020 and the Regulations issued in terms of section 27(2) of the Disaster Management Act, 2002 on 18 March 2020 which prohibits a gathering of 100 people or more (\"the Gathering Prohibition\"), Suidwes Shareholders are encouraged to exercise their votes in relation to the Resolutions through a Proxy to be granted to the Suidwes Company Secretary (to limit the number of individuals that attend at the Meetings). Should you intend to attend the Meetings in person, you are requested to inform the Suidwes Company Secretary by no later than 27 May 2020 in the form attached as Annexure B to the Notice to ensure that suitable alternative arrangements are made, if required, ensuring compliance with the Gathering Prohibition. 34

2 Electronic participation at Meetings 2.1 Suidwes Shareholders or their proxies may participate in, but not vote at, the Meetings by way of a teleconference call and, if they wish to do so: 2.1.1 must contact the Suidwes Company Secretary (by email at the address [email protected]) by no later than 16:00 on 28 May 2020 in order to obtain dial in details for the conference call; 2.1.2 will be required to provide identification to the reasonable satisfaction of the company secretary of Suidwes at the Meetings; 2.1.3 will be billed separately by their own telephone providers for the call to participate in the Meetings, on the condition that Suidwes Shareholders and their proxies will not be able to vote telephonically at the Meetings and will still need to appoint a proxy to vote on their behalf at the Meetings. 3 Selection and settlement of the Scheme Consideration 3.1 General 3.1.1 Scheme Participants should complete the Form of Election in accordance with the instructions therein and forward so as to be received by no later than 12:00 on the Scheme Consideration Record Date. More specifically, delivery should be as follows: (a) by hand: at 1 Charel de Klerk Street, Klerksdorp, North West Province, South Africa; or (b) via registered post: PO Box 31, Klerksdorp, 2570, North West Province, South Africa; or (c) via fax: + 086 673 3041; or (d) via email: [email protected] or [email protected]; or (e) Form of Elections may also be provided to the Suidwes Company Secretary: Derek Linde at +27 (018) 581 1000 or [email protected], who shall provide these Forms of Election to the Offerors before 12:00 on the Scheme Consideration Record Date. 3.1.2 The Senwes Group prefers to receive the Form of Election by way of email. 3.1.3 Delivery of the Form of Election is at the risk of the Scheme Participant concerned. If the Form of Election is sent through the post, it is recommended that it be sent to the Secretary by registered post. 3.1.4 No receipts will be issued by Senwes acknowledging the Form of Election. If a Scheme Participant specifically requests an acknowledgement of receipt, such Scheme Participant is requested to prepare such receipt and submit it to Senwes, for Senwes' signature, together with the Form of Election. 3.1.5 If the Form of Election is issued under a power of attorney, then such power of attorney, or a notarial certified copy thereof, should accompany the Form of Election. 3.1.6 Where the Scheme Participant is a company or a close corporation or a trust, a certified copy of the directors’ or members’ or trustees’ resolution authorising the signing of this Form of Election must be submitted if so requested by Senwes. 3.2 Selection of the Scheme Consideration by Ordinary Shareholder Scheme Participants 3.2.1 Subject to the remaining paragraphs set out herein, the Ordinary Shareholder Scheme Participants may select only one of the following options in relation to the 35

Scheme Consideration in respect of all the Suidwes Ordinary Shares held by such Ordinary Shareholder Scheme Participant: (a) the Ordinary Share Cash Consideration option in terms of which Senwes will compensate the Ordinary Shareholder Scheme Participants at R1,30 (one Rand and thirty cents) per Suidwes Ordinary Share; or (b) the Consideration Share option in terms of which 1 Senwesbel Share will be issued to the Ordinary Shareholder Scheme Participants for every 3 Suidwes Ordinary Shares. 3.2.2 Only Ordinary Shareholder Scheme Participants that meet the Qualifying Criteria may select the Consideration Shares option as set out in clause 3.2.1(b) above. 3.2.3 A combination of selection options is not allowed. For the avoidance of doubt, the Ordinary Shareholder Scheme Participants may not select both the Ordinary Share Cash Consideration (as consideration for a part of its Suidwes Shares) and the Consideration Shares (as consideration for the other part of its Consideration Shares). 3.2.4 An Ordinary Shareholder Scheme Participant, who is not a Qualifying Person, will not be entitled to select the option for the Consideration Shares. In the event that an Ordinary Shareholder Scheme Participant that does not qualify, select the Consideration Shares, such Ordinary Shareholder Scheme Participant shall be deemed to have selected the Ordinary Share Cash Consideration. 3.2.5 If an Ordinary Shareholder Scheme Participant fails to deliver the Form of Election by the prescribed date and in the prescribed manner it shall be deemed that such Ordinary Shareholder Scheme Participant selected the Ordinary Share Cash Consideration. 3.3 Scheme Consideration applicable in relation to the Preference Shareholder Scheme Participants 3.3.1 The consideration payable to the Preference Shareholder Scheme Participants shall be limited to the Preference Share Cash Consideration and, therefore, the Preference Shareholder Scheme Participants are not required to exercise any selection in relation to the Scheme Consideration. 3.3.2 The Preference Share Cash Consideration shall be determined in accordance with a discounted value of such Preference Shares depending on the issue year as per the table below which Preference Share Cash Consideration is based on the year of issue of the Preference Share: Preference share issue Preference Share Cash Consideration offered date per Suidwes Preference Share – Rands 1,76 (one rand and seventy six cents) 2013 1,44 (one rand and forty four cents) 2014 1,39 (one rand and thirty nine cents) 2015 1,16 (one rand and sixteen cents) 2016 1,10 (one rand and ten cents) 2017 1,08 (one rand and eight cents) 2018 3.3.3 Preference Shareholder Scheme Participants should still complete the Form of Election in accordance with the instructions therein to nominate their bank details in order to facilitate the payment process. 36

4 Surrender of documents of title The Suidwes Shares are being held in uncertificated form and, therefore, the Suidwes Shareholders are not required to surrender any documents of title. 5 Payment of Cash Consideration and issue of the Consideration Shares 5.1.1 Subject to any deductions that may be required in order to give effect to the Suidwes Shareholder Pledge, the Cash Consideration will be paid, and the Consideration Shares will be issued, on the Scheme Consideration Payment Date being the later of: (a) the Implementation Date; (b) the day on which any Encumbrances over the Suidwes Shares have been released; and (c) the day on which the Suidwes Shares were transferred into the name of Senwes or Senwesbel, as the case may be. 5.1.2 The Cash Consideration will be paid as follows: (a) In relation to those Scheme Participants that have comprehensively completed and delivered the Form of Election in accordance with the procedures prescribed in this Circular, into the bank account which the Scheme Participants nominated in writing for this purpose; (b) In relation to: (i) any Scheme Participant that has failed to nominate a bank account in the Form of Election for purposes of payment of the Cash Consideration; and (ii) a Dissenting Shareholder who becomes a Scheme Participant pursuant to paragraph 3.1 of Section B (Terms and Conditions of the Scheme) of this Circular, the Cash Consideration will be held in trust by Senwes, or its agent, on such Scheme Participant's behalf for a period of 3 years after the Scheme Consideration Payment Date, after which the Cash Consideration due to such Scheme Participant will be forfeited in favour of Senwes. Before such 3 year period, the Cash Consideration shall be released, and paid, to the Scheme Participant upon receipt of the required bank details and any other documents or information which Senwes reasonably requires to make such payment. 5.2 Senwesbel shall issue the Consideration Shares to those Ordinary Shareholder Scheme Participants that have selected the Consideration Share option by submitting the duly completed Form of Election in accordance with the instructions set out in this Circular and which meets the Qualifying Criteria as follows: (a) On the Scheme Consideration Payment Date, provided that the Ordinary Shareholder Scheme Participants complied with any necessary information or documentary requirements to receive the Consideration Shares; and (b) Upon the issue of the Consideration Shares, the Transfer Secretary and CSDP shall post a written confirmation to each such Ordinary Shareholder Scheme Participant. 5.3 The Consideration Shares to be issued to Ordinary Shareholder Scheme Participants electing the Consideration Share option will, on their allotment and issue, rank equal in all respects with the shares in the existing issued ordinary share capital of Senwesbel. 37

6 Request for further information Suidwes Shareholders who wish to obtain additional information regarding the Scheme or the Senwes Group, are invited to contact the Secretary at the address set out in the “Corporate Information” section above, provided that the Secretary shall be entitled to disclose the details of such request to the Suidwes Board as well as to the boards of directors of Senwes and Senwesbel, respectively. 7 Dissenting Shareholders Suidwes Shareholders are hereby advised of their Appraisal Rights in terms of section 164 of the Companies Act. Their attention is drawn to the provisions of that section which are set out in Annexure 6 to the Circular. 8 Foreign Suidwes Shareholders Foreign Suidwes Shareholders should satisfy themselves regarding the full suite of laws applicable to receipt of the Scheme Consideration – which includes obtaining requisite governmental consents, observing prescribed formalities and paying any taxes or duties in the applicable jurisdiction. Foreign Suidwes Shareholders with any questions are advised to consult their professional advisors on an urgent basis. 38

SALIENT DATES AND TIMES RELATING TO THE SCHEME The interpretations and definitions commencing on page 43 of this Circular as read together with the interpretations and definitions commencing on page 3 of the Notice apply to this section unless the context clearly indicates otherwise. DATES AND TIMES RELATING TO THE SCHEME Actions Date or required time period Circular Record Date to determine which Suidwes 25 April 2020 Shareholders are entitled to receive this Circular Circular distributed to Suidwes Shareholders 30 April 2020 Forms of Proxy to be lodged 29 May 2020 but before the applicable Resolutions are to be voted on Voting Record Date to determine which Suidwes Shareholders 29 May 2020 are entitled to vote at the Meetings Last date and time for Suidwes Shareholders to give written Before 29 May 2020 and at notice to Suidwes objecting, in terms of section 164(3) of the any time before the Act, to the applicable Special Resolutions to be able to invoke applicable Special Appraisal Rights Resolutions are to be voted on Meetings of Suidwes Shareholders 29 May 2020 Results of Meetings released to Suidwes Shareholders 3 (Three) days after the meeting If the Scheme is approved by Suidwes Shareholders at the General Meeting: Last date for Suidwes Shareholders who voted against the Within 5 (five) Business Days applicable Special Resolutions (or any other applicable after the vote Resolution to which section 164 applies), to require Suidwes to seek court approval for the applicable Special Resolutions (or any other applicable Resolution to which section 164 applies), in terms of section 115(3)(a) of the Act (where applicable) if at least 15% of the total votes of Suidwes Shareholders at the Meetings were exercised against the Scheme Last date for Suidwes Shareholders who voted against the Within 10 (ten) Business applicable Special Resolutions (or any other applicable Days after the vote Resolution to which section 164 applies), to apply to Court for leave to apply for a review of the Scheme Resolution, in terms of section 115(3)(b) of the Act Last date for Suidwes to send to objecting Suidwes Within 10 (ten) Business Shareholders notices of the adoption of the applicable Special Days after the adoption of the Resolutions (and/or any other applicable Resolution to which Special Resolutions section 164 applies), in accordance with section 164(4) of the Act 39

Last day for objecting Suidwes Shareholders, by reason of the Within 20 (twenty) Business adoption of the applicable Special Resolutions (or any other Days after receipt of the applicable Resolution to which section 164 applies), to make a notice under section 164(4) demand to Suidwes to pay such objecting Suidwes Shareholders the fair value of all Suidwes Shares held by them, in terms of section 164(7) of the Act The following dates assume that all Conditions Precedent to the Scheme are fulfilled or, where applicable, waived and that neither court approval nor the review of the applicable Special Resolutions (or any other applicable Resolution to which section 164 applies) is required and the Offerors shall inform Suidwes Shareholders in writing once all Conditions Precedent to the Scheme have been fulfilled or, where applicable, waived: Scheme Consideration Record Date (for persons that are Within 30 (thirty) days after Scheme Participants to be registered as Suidwes fulfilment of the last Condition Shareholders in the Register to be eligible to receive the Precedent Scheme Consideration) which is expected to be The date on which the Scheme will be implemented provided Within 35 (thirty five) days that all Conditions Precedent have been fulfilled after fulfilment of the last Condition Precedent Payment of the Cash Consideration to eligible Scheme The Scheme Consideration Participants provided that the Form of Election was received Payment Date timeously and in the required form Issue of the Consideration Shares to eligible Ordinary The Scheme Consideration Shareholder Scheme Participants Payment Date • The dates and times provided for in this Circular are subject to change. Suidwes Shareholders will be notified of important dates as well as any changes. • Suidwes Shareholders who wish to exercise their Appraisal Rights are referred to Annexure 6 of this Circular for purposes of determining the relevant timing for the exercise of their Appraisal Rights. The exercise of Appraisal Rights may result in changes to the above dates and times and Suidwes Shareholders will be notified separately of the revised dates and times resulting from any such changes. • Suidwes Shareholders who wish to exercise their right in terms of section 115(3) of the Act, to require the approval of a Court for the Scheme (or any other applicable Resolution), should refer to Annexure 6 of this Circular which includes an extract of section 115 of the Act. Should Suidwes Shareholders exercise their rights in terms of section 115(3) of the Act, the above dates and times may change. • If any of the Meetings is adjourned or postponed, the above dates and times will change, but the Forms of Proxy submitted for the initial Meetings will remain valid in respect of any adjournment or postponement of any of the Meetings. • All times set out herein are local time in South Africa. 40

LETTER TO SUIDWES SHAREHOLDERS The interpretations and definitions commencing on page 43 of this Circular as read together with the interpretations and definitions commencing on page 3 of the Notice apply to this section unless the context clearly indicates otherwise. Dear Suidwes Shareholder Various structural and economic changes have emerged in the agri sector over the past decade. Given the volatile global conditions, local political and economic conditions, drought conditions as well as financial performance challenges, Suidwes has approached Senwes and Senwesbel to provide financial assistance to the Suidwes Group. The financial assistance entailed that Senwes extended a loan to Suidwes Investments in terms of the provisions of the Loan Agreement which was utilised to repay Suidwes Investments’ and Suidwes Agriculture Proprietary Limited's indebtedness to the Land and Agricultural Development Bank of South Africa (“the Land Bank”). Subsequently, the Suidwes Board and the Boards of Directors of Senwes and Senwesbel, as the Offerors, have decided to approach the Suidwes Shareholders jointly with a Scheme of Arrangement as contemplated in sections 114 and 115 of the Act. An Implementation Agreement was concluded on 27 February 2020 in terms of which Suidwes and the Senwes Group agreed that the Scheme shall be presented to Suidwes Shareholders in the form of the Circular. The Senwes Group is therefore making an offer to Suidwes Shareholders to acquire 100% of the Suidwes Shares from the Suidwes Shareholders since the strategic fit between the two operational companies in terms of diversification are highly appropriate. This successful implementation of the Offer would be coupled with the recapitalisation of the Suidwes Group and the conversion of the loan into equity with the result that Suidwes Investments shall issue equity to Senwes. It is submitted that this is the only way that Suidwes will be able to continue as a going concern. We are committed to continue with, and to grow, the Suidwes brand. The critical element of this Offer, which is not negotiable, is the continued service delivery to and involvement of the farmer Suidwes shareholders in a larger combined agricultural business with a wider footprint. This Offer is extended to all Suidwes Shareholders and comprise of a Cash Consideration and Consideration Shares as fully detailed in this Circular. Only qualifying Suidwes Ordinary Shareholders (“bona fide” farmer shareholders within the meaning of the MOI of Senwesbel as attached hereto), have the option to take up shares in Senwesbel, the holding company of Senwes. It is foreseen that aforesaid would create a consolidated platform for the commercial farming sector. Senwesbel intends to change its name to Agricultural Investments Holdings (or similar) after the successful implementation of the Offer. Both Senwes and Senwesbel are listed companies on ZAR X, and accordingly in terms of section 42 of the Income Tax Act, 58 of 1962, (schedule eight), Suidwes Shareholders that elect the share swap (Consideration Shares) qualify for relief and it is expected that most Suidwes Ordinary Shareholders’ liability in terms of capital gains tax should be neutral (all Suidwes 41

Shareholders are, however, strongly advised to procure its own independent advice regarding their personal tax positions regarding both the Cash Consideration and the Consideration Shares). Francois Strydom Group Chief Executive Officer Senwes Limited Klerksdorp 25 April 2020 42

INTERPRETATIONS AND DEFINITIONS In this Circular and the annexures hereto, unless otherwise stated or the context indicates otherwise, the words and phrases in the first column shall have the meanings stated opposite to them in the second column, references to the singular shall include the plural and vice versa, words denoting one gender shall include the other gender and expressions denoting natural persons shall include juristic persons and associations of persons: ''Act'' means the Companies Act, No. 71 of 2008, as amended; ''Announcement'' means the detailed announcement published by Suidwes, Senwes and Senwesbel on 27 February 2020 regarding the Proposed Transaction; \"Appraisal Rights\" means the rights afforded to Suidwes Shareholders in terms of section 164 of the Act, an extract of which is set out in Annexure 6 to this Circular; \"Appointed Advisor\" means the Company Secretary of Senwes, appointed as such as to ensure compliance with the Listings Requirements as provided for in paragraph 13 of the Listings Requirements; \"Business Day\" means any day except any Saturday, any Sunday, or any day which is a public holiday in South Africa, or any day gazetted as such; ''Cash Consideration'' means, as the case may be: • the Preference Share Cash Consideration in relation to the Suidwes Preference Shareholders; and • the Ordinary Share Cash Consideration in relation to the Suidwes Ordinary Shareholders; ''CIPC'' means Companies and Intellectual Property Commission; ''Circular'' means this combined circular in relation to the Scheme issued to Suidwes Shareholders together with all the documents to this bound document and dated 25 April 2020; \"Circular Record Date\" means the record date to determine which Suidwes Shareholders are eligible to receive the Circular, namely 25 April 2020; \"Class A Shareholder MOI means the Class A Shareholder meeting called in terms of the Amendment Meeting\" Notice as provided for in section 16 of the Suidwes MOI as read with sections 16 and 36(2) of the Act in order to replace the Suidwes MOI with the Proposed MOI if the Scheme becomes unconditional in accordance with its terms; \"Class B Shareholder MOI means the Class B Shareholder meeting called in terms of the Amendment Meeting\" Notice as provided for in section 16 of the Suidwes MOI as read with sections 16 and 36(2) of the Act in order to replace 43

\"Common Monetary Area\" the Suidwes MOI with the Proposed MOI if the Scheme ''Competition Act'' becomes unconditional in accordance with its terms; ''Competition Authorities'' ''Conditions Precedent'' means South Africa, Namibia, Lesotho and Swaziland as one monetary union; ''Consideration Shares'' means the Competition Act, No. 89 of 1998, as amended; \"Court\" means the commission established pursuant to Chapter 4, Part A of the Competition Act or the tribunal established pursuant to \"CSD\" Chapter 4, Part B of the Competition Act, or the appeal court \"CSDP\" established pursuant to Chapter 4, Part C of the Competition \"Dematerialised Shares\" or Act, as the case may be; \"Uncertificated\" means the conditions precedent to which the Scheme is subject to and include: • the conditions set out in clause 8 of the Implementation Agreement an extract of which are included in Annexure 7 of this Circular; and • that the MOI Amendments be approved by the applicable Suidwes Shareholders in accordance with the requirements of the Suidwes MOI and that the Suidwes MOI Amendment Date be achieved; means the Senwesbel Shares to be issued to Suidwes Ordinary Shareholders (in the ratio 1 (one) Senwesbel Share offered for every 3 (three) Suidwes Shares) that are Qualifying Persons and that elect to take up shares in Senwesbel as provided for in this Circular and including such fractional shares to be issued per Suidwes Share rounded up to the nearest whole number of a Consideration Share; means any court in South Africa with competent jurisdiction to approve the implementation of the applicable Special Resolutions, or any other applicable Resolution to which section 164 of the Act applies, pursuant to section 115(3) to (7) of the Act and/or to determine the fair value of the Suidwes Shares pursuant to section 164(14) of the Act; means STRATE Proprietary Limited, the Central Securities Depository that has been appointed to provide the infrastructure for holding the uncertificated securities and which infrastructure will provide the clearing and settlement services for the Senwesbel shares traded on ZAR X; means a person that holds in custody and administers securities or an interest in securities as a central securities depository as a participant; means shares that are not evidenced by a certificate or written instrument and are transferable by entry without a written instrument in accordance with the provisions of the Senwesbel MOI’s and the FMA; 44

\"Dissenting Shareholders\" means Suidwes Shareholders who validly exercise their Appraisal Rights (if applicable) by giving written notice to \"Encumbrances\" Suidwes objecting in advance to, and voting against, the applicable Special Resolutions (or any applicable Resolution to \"Exchange\" or which section 164 applies) at the Meetings and by demanding, \"ZAR X\" in terms of section 164(5) to 164(8) of the Act that Suidwes pay \"Exchange Control to such Suidwes Shareholder the fair value of his Suidwes Regulations\" Shares; \"Excluded Shareholders\" \"Filing\" or \"File\" means a lien, mortgage, option, pledge, hypothecation, \"FMA\" restriction, right of first refusal, right of pre-emption, right of \"Foreign Suidwes retention, right of set-off, third party right or interest, Shareholder\" assignment in security, title extension, trust arrangement, \"Form of Election\" cession in security, security interest of any kind or any other \"Form of Proxy\" encumbrance of any kind and any other type of preferential \"Implementation Agreement\" transaction or agreement having, or which might have, the effect of an encumbrance; ''Implementation Date'' means ZAR X Proprietary Limited, the licenced exchange in terms of the FMA, on which Senwesbel shares are listed and traded; means the Exchange Control Regulations, 1961 as issued under the Currency and Exchanges Act, 1933 as amended; means those Shareholders that are, pursuant to the provisions of section 115(4) of the Act, excluded from voting in relation to the Special Resolutions being Senwes; has the meaning ascribed to \"file\" in the Act; means the Financial Markets Act, No. 19 of 2012, as amended; means a Suidwes Shareholder that is a non-resident of South Africa within the meaning of the Exchange Control Regulations; means the form of election attached to this Circular as Annexure 4 which must be completed and submitted on or before 12:00 on the Scheme Consideration Record Date; means the form of proxy attached as Annexure A to the Notice; means the written agreement entered into between Suidwes, Suidwes Investments and the Senwes Group on 27 February 2020 which written agreement regulates, amongst other things, the conduct and undertakings of the parties with respect to the Scheme; means 35 days after the last Condition Precedent have been fulfilled on the basis that the Offerors will notify Suidwes Shareholders in writing once the Conditions Precedent have been fulfilled; 45

\"Independent Expert\" means Johan Basson, trading as JF Basson CA (SA), the independent expert appointed in accordance with section ''Last Practicable Date'' 114(2) of the Act read with the Regulations which meets the \"Listings Requirements\" requirements for independency prescribed in clause 114(2) of \"Loan Agreement\" the Act and that compiled a report on the terms of the Scheme as required by section 114(3) of the Act; \"Meeting Notice\" \"Meetings\" means 25 April 2020, being the last practicable date prior to the finalisation of this Circular; ''MOI'' \"Notice\" means the ZAR X listings requirements; \"Offer\" \"Offerees\" means the Loan Agreement concluded between Suidwes \"Offerors\" or \"Senwes Group\" Investments and Senwes on 24 February 2020 in terms of \"Ordinary Share Cash which Senwes has agreed, subject to the terms and conditions of that agreement, to advance certain funds to Suidwes Investments; means the notice convening the Meetings per the Cover page of this Circular; means the consolidated meeting of Suidwes Shareholders to be held at 9:00 on 29 May 2020 at Dutch Reformed Church Hall, 5 Voortrekker Street, Leeudoringstad, which will encompass the following 3 separate meetings of Suidwes Shareholders, as more fully set out, and explained, in the Meeting Notice: • the 21st Annual General Meeting of Suidwes Shareholders; • the Scheme Meeting; and • the Class A Shareholder MOI Amendment Meeting; • the Class B Shareholder MOI Amendment Meeting; and • the Preference Shareholder MOI Amendment Meeting; to consider and, if deemed fit, approve the Resolutions with or without modification, as may be postponed or adjourned if required; means the memorandum of incorporation of a company; means the notice convening the Meetings to which this Circular is attached as Annexure C; means the offer made by the Offerors to acquire the Suidwes Shares as set out in Section B of this Circular; means the Suidwes Shareholders to whom the Offer is extended as contained in this Circular; means Senwesbel and Senwes collectively; means the cash consideration payable by Senwes to Ordinary 46

Consideration\" Shareholder Scheme Participants for the Suidwes Ordinary Shares acquired in terms of the Scheme, being an amount of \"Ordinary Shareholder 1,30 (one Rand and thirty cents) per Suidwes Ordinary Share Scheme participants\" which will be payable on the Scheme Consideration Payment \"Preference Share Cash Date; Consideration\" means Scheme Participants that are Suidwes Ordinary \"Preference Shareholder MOI Shareholders; Amendment Meeting\" means the cash consideration payable by Senwes to “Preference Shareholder Preference Shareholder Scheme Participants for the Suidwes Scheme Participants\" Preference Shares as set out in clause 4.4 of Section B (Terms “Prime Rate” and Conditions of the Scheme) of this Circular which ''Proposed Transaction'' consideration shall be payable on the Scheme Consideration \"Qualifying Criteria\" Payment Date; ''Qualifying Person'' means the Preference Shareholder meeting called in terms of the Notice as provided for in section 16 of the Suidwes MOI as ''R'' or ''Rand'' read with sections 16 and 36(2) of the Act in order to replace \"Register\" the Suidwes MOI with the Proposed MOI if the Scheme ''Regulations'' becomes unconditional in accordance with its terms; means Scheme Participants that are Suidwes Preference Shareholders; means the prime rate as defined in the Loan Agreement; means the Scheme; means the criteria used to determine a Qualifying Person as provided for in article 40.2 of the Senwesbel MOI, being a natural or juristic person that conducts bona fide farming as its main business activity or main source of income and an heir of such a Qualifying Person that holds shares in Senwesbel, an extract of which article is attached to this Circular and marked Annexure 3; means a person: • that has submitted an application to become the holder of Senwesbel Shares in the form of Annexure 4 of this Circular and who complies with the Qualification Criteria; and • whose application (to take up Senwesbel Shares) have been approved by the Senwesbel Board and/or the appropriately delegated board committee of Senwesbel as required in terms of clause 40.1 of the Senwesbel MOI; means South African Rand, the official currency of South Africa; means the shareholder register of Suidwes including any sub- registers; means the Companies Act Regulations, 2011, published in 47

\"Resolutions\" terms of section 223 of the Act; \"Scheme\" means all the resolutions to be tabled at each of the Meetings, \"Scheme Consideration\" as set out in the Notice, which include, amongst other things, \"Scheme Consideration the Special Resolutions; Payment Date\" means the scheme of arrangement in terms of section 114 of \"Scheme Consideration the Act, proposed by the Suidwes Board between Suidwes and Record Date\" the Suidwes Shareholders, as more fully described in Section B (Terms and Conditions of the Scheme) of this Circular, in \"Scheme Meeting\" terms of which the Senwes Group will, if the Scheme becomes \"Scheme Participants\" unconditional, on the Implementation Date acquire all the Suidwes Shares from the Scheme Participants for the Scheme Consideration subject to any amendments or variations, and the Scheme Participants will be obliged to transfer their rights, title and interest in and to the Suidwes Shares to the Offerors subject to the Dissenting Shareholder Appraisal Rights; means the Cash Consideration and the Consideration Shares to be paid or issued, as the case may be, to the Scheme Participants as consideration for the Scheme Shares; means the Business Day on which the Cash Consideration will be paid to Scheme Participants and the Consideration Shares will be issued to Ordinary Shareholders Scheme Participants which payment will occur on the later of: (a) the Implementation Date; (b) the day on which any Encumbrances over the Suidwes Shares have been released; and (c) transfer of the Suidwes Shares into the name of Senwes or Senwesbel, as the case may be. means the time and date for persons that are Scheme Participants to be registered as Suidwes Shareholders in the Register to be eligible to receive the Scheme Consideration which is expected to be within 30 days after fulfilment of the last of the conditions precedent or such other date and time as the Offerors may direct in writing and on the basis that the Offerors will notify Suidwes Shareholders in writing once the Conditions Precedent have been fulfilled; means the separate Suidwes Shareholder meeting that will take place at the time, and in accordance with the procedure, set out in the Notice in order to consider and approve, with or without modification, the Scheme Resolutions as set out in the Notice; means all Suidwes Shareholders that are recorded in the Register on the Scheme Consideration Record Date other than the Dissenting Shareholders who have not, whether voluntarily or pursuant to a final order of Court, withdrawn their demands as made in terms of sections 164(5) to (8) of the Act on or prior to the Scheme Consideration Record Date, or allowed any 48

\"Scheme Shares\" offers made to them in terms of section 164(11) of the Act to ''Secretary'' lapse on or prior to the Scheme Consideration Record Date; “Security Transfer Tax” means the Suidwes Shares held by a Scheme Participant on the Scheme Consideration Record Date; ''Senwes'' ''Senwesbel'' means the company secretary of Senwes the details of which ''Senwesbel Board'' or are set out in the applicable Section of the Circular under the ''Senwesbel Directors'' heading Corporate Information of the Senwes Group and its ''Senwesbel MOI'' Advisors; means security transfer tax as provided in the Securities Transfer Tax Act 25 of 2007, together with the Securities Transfer Tax Administration Act, No. 26 of 2007, which is 0.25% of the value of the aggregate amount payable to a Suidwes Shareholder and which is to be paid by the Offerors, if applicable; means Senwes Limited, registration number 1997/005336/06, a public company duly registered and incorporated with limited liability under the laws of South Africa; means Senwesbel Limited, registration number 1996/017629/06, a public company duly registered and incorporated with limited liability under the laws of South Africa; means the board of directors of Senwesbel which, as at the Last Practicable Date, comprised, the persons whose names appear on page 52 of this Circular; means the MOI of Senwesbel; ''Senwesbel Shares'' means listed ordinary shares in the share capital of Senwesbel ''Senwes Board'' or ''Senwes with no par value; Directors'' ''South Africa'' means the board of directors of Senwes which, as at the Last \"Special Resolutions\" Practicable Date, comprised the persons whose names appear \"Suidwes\" on page 53 of this Circular; \"Suidwes Board\" means the Republic of South Africa; \"Suidwes Investments\" means the special resolutions to be tabled, and considered, at the Meetings as defined, and set out, in the Notice; means Suidwes Holdings (Ring-fenced) Limited, registration number 1998/007242/07, a private company duly registered and incorporated with limited liability under the laws of South Africa; means the board of directors of Suidwes; means Suidwes Investments Proprietary Limited, registration number 1998/007601/07, a limited liability company duly 49

\"Suidwes MOI Amendment incorporated in accordance with the laws of South Africa; Date\" \"Suidwes MOI Amendment means the date on which Suidwes is in receipt of (i) proof that Meetings\" the Suidwes MOI Amendments have been lodged with CIPC; and (ii) evidence that same has been accepted by CIPC; \"Suidwes Ordinary Shareholder\" the separate Suidwes Shareholder meeting that will take place \"Suidwes Ordinary Shares\" at the time, and in accordance with the procedure, set out in \"Suidwes Preference the Meeting Notice in order to consider and approve, with or Shareholder\" without modification, the Resolutions regarding the Suidwes \"Suidwes Preference Shares\" MOI Amendments; \"Suidwes Shareholder\" means the holder of any Suidwes Ordinary Shares; \"Suidwes Shareholder Pledge\" means the ordinary classes A and B shares with a par value of R1.00 (one Rand) each in the issued share capital of Suidwes; \"Suidwes Shares\" \"Takeover Regulations\" means the holder of any Suidwes Preference Shares; \"Tax\" means the preference class C shares with no par value in the \"Transfer Secretary\" issued share capital of Suidwes; \"Uncertificated Securities\" means a registered holder of Suidwes Shares as evidenced in the Register at the Circular Record Date who are lawfully entitled to attend and vote at the Meetings and which excludes, for purposes of the passing of the Scheme Resolutions in relation to the Scheme, the Excluded Shareholders; means the pledge in securitatem debiti granted, in terms of clause 22 of the MOI, by Suidwes Shareholders in favour of all the entities within the Suidwes group of companies as security for any indebtedness of a Suidwes Shareholder to any such entity within the Suidwes group of companies; means collectively Suidwes Ordinary Shares and Suidwes Preference Shares; means Chapter 5 of the Regulations; means, unless the context indicates the contrary, any tax, including income tax, capital gains tax, regional service council levies, skills development levies, employees' taxes, unemployment insurance fund levies, compensation for occupational injuries and diseases levies, secondary tax on companies, dividends tax, VAT and any duty or levy (including any penalty or interest) imposed by any law administered by the South African Revenue Service or any other authority entitled to administer taxes in South Africa or other territory having jurisdiction over a party or its business; means the Company Secretary of Senwes; means dematerialised shares as provided in the FMA; 50