Senwesbel Senwes Suidwes Combined Circular - final exec

\"VAT\" means the value-added tax levied in terms of the Value-Added \"Voting Record Date\" Tax Act, No. 89 of 1991, as amended; \"ZAPS\" means the date on which Suidwes Shareholders must be recorded in the Register in order to be entitled to participate and vote at the Meetings, which date is expected to be on 29 May 2020, or such other date and time as the Offerors may direct in writing; and means the ZAR X publishing service which communicates issuer news to shareholders. 51

DIRECTORS OF SUIDWES: Chairman: JJ (Hansie) Viljoen (57) Qualifications: B.Agric Vice Chairman: FE (Frans) Marx (57) Qualifications: B.Com (Hons) Economics Group Chief Executive Officer: Dr HD (Herman) van Schalkwyk (53) Qualifications: B.Com Agricultural Economics, B.Com (Hons) Agricultural Economics, M.Com Cum Laude, Agricultural Economics, PhD Agricultural Economics Group Chief Financial Officer: D (Debbie) Bester (33) Qualifications: B.Compt, B.Compt (Hons), CA (SA Group Chief Legal Officer & Group Secretary D (Derek) Linde (46) Qualifications : B.Iuris LLB MBA, Attorney of the High Court PF (Piet) Delport (72) GT (Thean) Geldenhuys (41) Qualifications: B.Com (Hons) Banking GL (Gert) Malherbe (62) Qualifications: B.Agric A (Anton) Botha (56) Qualifications: B.Com (Hons) Accounting PA (Petrus) Roux (54) Qualifications: B.Agric GJ (Deon) Pretorius (62) Qualifications: M.Com Computer Auditing , CA (SA). DIRECTORS OF SENWESBEL: Chairman: AJ (Dries) Kruger (69) Qualifications: B Compt (Hons), CA (SA) Vice Chairman: NDP (Nico) Liebenberg (51) Qualifications: B.Com (Hons), M.Sustainable Agriculture JDM (Danie) Minnaar (55) Qualifications: B.Com (Economics) JJ (Jaco) Minnaar (43) Qualifications: B.Eng (Agriculture) TF (Tom) van Rooyen (54) Qualifications: B.Sc Agric (Hons) (Agricultural Economics) WH (Thabo) van Zyl (45) Qualifications: B.Sc Agric (Agricultural Economics) 52

DIRECTORS OF SENWES: Chairman: JDM (Danie) Minnaar (55) Qualifications: B.Com (Economics) Vice Chairman: SF (Steve) Booysen (58) Qualifications: B.Compt (Hons), D.Com, CA (SA) Group Chief Executive Officer: F (Francois) Strydom (60) Qualifications: B.Sc Agric (Hons) (Animal Science) Chief Financial Officer: CF (Corne) Kruger (47) Qualifications: B.Com (Hons), CA (SA) Group Company Secretary & Chief Legal Counsel EM (Elmarie) Joynt (50) Qualifications : B.Com (Law) LLB LLM, Attorney of the High Court VJ (Venete) Klein (61) Executive leadership programmes AJ (Dries) Kruger (69) Qualifications: B.Compt (Hons), CA (SA) NDP (Nico) Liebenberg (51) Qualifications: B.Comm (Hons), M. Sustainable Agriculture JS (Kobus) Marais (65) B. Agricultural Management JJ (Jaco) Minnaar (43) Qualifications: B.Eng (Agriculture) SM (Simon) Mohapi (63) Qualifications: Stock Market College (SA), Financial Planning JPN (Pieter) Stander (59) B AgricAdmin(Hons) (Agricultural Economics) TF (Tom) van Rooyen (53) Qualifications: B.Sc Agric (Hons) (Agricultural Economics) WH (Thabo) van Zyl (45) Qualifications: B.Sc Agric (Agricultural Economics) AG (Andrew) Waller (58) Qualifications: B.Com (Hons), CA (SA) 53

___________________________________________________________________________ COMBINED CIRCULAR TO SUIDWES SHAREHOLDERS SECTION A: INTRODUCTION, PURPOSE OF THE COMBINED CIRCULAR, INFORMATION OF THE OFFERORS AND DESCRIPTION OF THE SENWES BUSINESS 1 Introduction 1.1 The Suidwes Shareholders are referred to the joint announcement relating to the firm intention by Senwesbel and Senwes to make an offer to acquire the entire issued share capital of Suidwes pursuant to the proposed Scheme published on 27 February 2020. 1.2 Implementation of the Scheme is subject to the fulfilment or waiver (if capable of waiver) of the Conditions Precedent including, amongst other things, approval of the Scheme by the Suidwes Shareholders pursuant to the provisions of sections 114 and 115 of the Companies Act and that the Suidwes MOI Amendment Date be achieved. 1.3 The Scheme, including the Offer, does not constitute an \"affected transaction\" as defined in section 117(1)(c) of the Act since Suidwes is not a regulated company within the meaning of the Act. 1.4 Should the Scheme become unconditional, Senwes and Senwesbel shall acquire the Suidwes Shares from the Scheme Participants and the Scheme Participants will be deemed to have disposed of all of their Suidwes Shares for the Scheme Consideration, resulting in Suidwes becoming a wholly owned subsidiary of the Senwes Group. 2 Purpose of the Circular and application of the Takeover Regulations 2.1 As mentioned earlier, the Scheme and Offer do not constitute an \"affected transaction\" within the meaning of section 117(1)(c) of the Act and, as such, the Takeover Regulations do not apply to the Scheme. 2.2 It is specifically noted that, even though this Circular follows, in some respects, a similar format to the format prescribed for circulars in the Takeover Regulations, it should not be regarded as a circular within the meaning, or parameters, of the Takeover Regulations and the Circular does not fall within the parameters of Regulation 106 of the Takeover Regulations. 2.3 The purpose of this Circular is to provide Suidwes Shareholders with relevant information regarding the Scheme including: (a) the report of the Independent Expert’s prepared in terms of section 114(3) of the Act; (b) the recommendations of the Suidwes Board and the Boards of the Offerors in respect of the Scheme; and (c) the rationale, and context, behind the Notice and proposed Scheme Resolutions. This Circular is attached as Annexure C to the Notice. 3 Rationale For The Scheme The Suidwes Shareholders are referred to the letter from the Group Chief Executive of Senwes (acting on behalf of the Senwes Board) as included earlier in this Circular and which explains the rationale for the Scheme in detail. 54

4 Information of Senwes Group: Group Structure and Operational Segments 4.1 Senwes is one of the leading agricultural companies in South Africa, that is deeply rooted in agriculture and has a rich and proud history which extends over a period of 111 years. 4.2 Senwes serves the agricultural sector with a strategic focus which rests on a few pillars – agricultural services, resources, investments, logistical services, financial services and corporate support services. Senwes has over 60 active grain silo complexes and owns more than 25% of the total South African commercial storage capacity. Senwes is also the exclusive John Deere agent in the central region of South Africa and supplies mechanical services from 28 branches and 17 mechanisation workshops. The Senwes Group has business units in the Northwest, Free State, Gauteng, Mpumalanga, Kwazulu-Natal, Eastern Cape, Northern Cape and Western Cape and has personnel complement of just over 3 000 employees. 4.3 As at the Last Practicable Date, the Senwes Group structure comprises of the following main business segments: Market Access, Input Supply, Financial Services and Corporate Services, which are described more fully in the paragraphs below: 4.3.1 Market Access • Senwes Grainlink specialises in the handling and storage of grain and is positioned between the producer and the off taker. This link, which represents Senwes Grainlink in the producer value chain, is capable of handling approximately 20% of South Africa's grain and oilseeds in an average production year. The 59 silo complexes and ten depot structures have a total storage capacity of 4 600 000 tons, which represents more than 25% of the total South African commercial storage capacity. 55

Senwes Grainlink has 2 223 silo bins, where grain and oilseeds are received, dried, cleaned and stored. A more streamlined process has been put in place for the procurement and marketing of grain in order to optimise the turnaround times of producers and offtakers. The trading of grain is done on a central basis, although the procurement action is decentralised with 15 procurement offices. • Tradevantage Grain, a subsidiary of Senwes, the shareholding which is housed in Senwes Agrowth (Pty) Ltd and part of the Black Economic Empowerment structure, provides an extensive grain marketing and trading service to both national and international clients relating to maize, oilseeds, wheat and sundry soft commodities. • Grainovation, is a leading logistics operator in the agricultural sector and offers specialised logistics solutions to both producer and buyers of grain and oilseeds. • Senwes Seed plays a key role in the agri value chain in Orkney and Hartswater. Senwes Seed is a seed processor with an excellent reputation amongst producers and in the market. • ESC (Electronic Silo Certificates) is a platform for the management and trading of silo certificates for the producer. 4.3.2 Input Supply • Senwes Equipment is an agricultural equipment and services partner of distinction and offers mechanisation and maintenance solutions. Senwes Equipment supplies whole goods, spares and workshop services to producers from 28 retail outlets and 17 mechanisation workshops. Senwes Equipment is the exclusive John Deere and JCB agent in certain areas of South Africa, where the quality of the equipment runs parallel with the supply channel. Through the implementation of precision farming practices, Senwes Equipment assists producers with solution driven services in order to increase their profits and to keep their input costs as low as possible. During October 2018, Senwes acquired the business of Staalmeester, an agricultural equipment manufacturer and importer of bespoke equipment. Falcon Agricultural Equipment became part of the Equipment offering at the latter part of 2019. • JD Implemente, a joint venture with the Tomlinson family, enabled Senwes Equipment to expand its market share in the Western and Eastern Cape. JD Implemente renders services to producers through six business units by providing excellent agri- mechanisation and maintenance solutions. Unequalled aftersales service exceeds the producers' expectations time and again. • Hinterland Holdings is a joint venture holding company with Afgri Operations Limited that holds the interests in Hinterland Fuels (Pty) Ltd and is the property owner of the retail branches of Hinterland SA. • Hinterland SA is an integrated wholesale and retail supply chain that provides producers with input products for a wide variety of farming practices. Hinterland offers a wide variety of hardware and convenience products to the farming community and the general public, such as irrigation equipment, DIY-products, hardware, animal remedies and animal feed. Hinterland conducts business from 64 retail outlets and five convenience stores. Hinterland Fuels (Pty) Ltd conducts business as a fuel retailer from 55 fuel stations and depots throughout the Hinterland area. The wholesale side of Hinterland imports products (agricultural equipment, pumps, hardware and tools etc.) via two distribution centres in Johannesburg and Bethlehem, where such products are repacked and distributed to more than 1 500 destinations throughout Southern Africa. 56

• Bastion Lime, a joint venture business with NWK Limited that specialises in the mining and marketing of high quality lime at its four mines in the North West province. It supplies dolomitic and high quality lime and gypsum products for agricultural and industrial purposes. The mining rights are held in Oos-Transvaalse Kalk Verskaffers (Pty) Limited (“OTKV”), a company owned by Bastion Lime and BEE shareholders. • Staalmeester Agricultural Equipment is one of the oldest agricultural machinery manufacturing companies in Southern Africa. A well-established agricultural equipment business, situated in Hartbeesfontein in the North West Province, who manufacture and import equipment that serves small and medium farmers’ agricultural equipment needs. • Falcon Agricultural Equipment is the largest manufacturer of rotary cutters in Africa. The company opened its doors in 1985 at its current premises in Howick, KwaZulu-Natal. Falcon distributes products through a network of over 350 authorised dealers with approximately 110 dedicated mechanisation dealers countrywide. it also distributes products across our borders into other African countries such as Botswana, Kenya, Malawi, Mozambique, Namibia, Uganda, Swaziland, Tanzania, Zambia and Zimbabwe. • KLK Landbou Limited is a diversified agricultural business with its head office in Upington and footprint with main business operations in the Northern Cape. It is involved in hides and skins, livestock abattoirs, export of raisins, retail, wholesale distribution of fuel and motor agencies. 4.3.3 Financial Services • Senwes Credit, a division of Senwes, offers producers a range of unique and effective financial products such as, inter alia, production loans, monthly accounts, credit arrange- ments of a long-term nature (term loans) and hire purchase transactions. Senwes Credit understands the challenges which producers face in an uncertain economic climate and for this reason it makes financial arrangements with the off takers of grain in order to extend bridging finance for the operating costs of their businesses. • Senwes Agricultural Services renders specialised services with a focus on the addition of value to agronomy, animal science, farm management, agricultural economics, soil analysis and information services and the establishment of emerging farmers. • SENWK Group (comprising Certisure Brokers and Univision Broker Services), a joint venture with NWK Limited, is an insurance company with numerous specialist areas which agricultural, commercial and individual clients can benefit from. Asset insurance, crop insurance, financial planning, credit life insurance, corporate insurance, game insurance and medical aid schemes form the cornerstones of this company. The convenience of tailor-made insurance products for every producer, client or member of the public ensures a competitive edge without equal. Certisure renders broker and administrative services (through Univision Broker Services) and the risk requirements of clients are addressed and catered for. • Senwes Asset Finance, a joint venture with Wesbank, offers comprehensive financial services focused on movable assets and bonds – a service which offers the best in terms of business development and sustainable growth. • Molemi Sele Management, an associated company with AFGRI Operations Limited and NWK Limited, is the owner of a cell insurance company for credit life insurance within Guardrisk Life and focuses on underwriting risks within the credit life insurance domain. 57

4.3.4 Thobo Trust Thobo Trust serves as strategic partner for Senwes' black economic empowerment and socio-economic development objectives. Farm workers, emerging farmers and communities in rural areas where Senwes conducts business, derive the most benefit from the trusts’ projects. The Thobo Trust is a shareholder in Senwes Agrowth (Pty) Ltd, in turn the holding company of Tradevantage Grain (Pty) Ltd. It also holds interests in Hinterland Fuels and OTKV as their BEE partner. 5 Main Shareholders Senwesbel was established as a public company as part of the scheme of arrangement with the members of the then Sentraalwes Co-operative Limited upon the conversion of the co-operative into a public company, Senwes, with the intent that Senwesbel would always hold a minimum of 35.1% of the shares in Senwes. As at the date of this Circular, Senwesbel holds nearly 53% interest in the issued share capital of Senwes. Senwesbel has been in existence for 24 years and does not conduct any operational business. Senwes, the primary subsidiary of Senwesbel, was incorporated as a public company on 10 April 1997 and was converted from a primary agricultural co-operative as such. The co-operative was established in 1909 and Senwes celebrates its 111th years anniversary in 2020. In terms of the Senwesbel MOI, only bona fide producers (farmers) are qualified to be or to become shareholders in Senwesbel. The control of the Senwes Group is therefore protected, and this can only be changed by means of special resolution of the shareholders amending the Senwesbel MOI. During September 2013, Grindrod Trading Holdings Proprietary Limited (“Grindrod”), a logistics company, acquired 20% of the issued share capital of Senwes from inter alia the previous empowerment shareholders of Senwesbel. Senwesbel and Grindrod together now own approximately 73% of the issued shares in Senwes. 6 Strategic progress and future prospects Senwes adopted a focused rolling ten year strategy in 2010 and achieved major growth in the Group over the past nine years. The following strategic actions have been implemented: • Innovation and Integration was adopted throughout all units in order to create improved co-ordination between business units, ensure better client service and increased control over marketing actions, better research and product development and the design of technological solutions, thereby increasing client intimacy and the consequent retention of clients. • Senwes also increased its appetite in the high probability grain trading book and concentrated and centralised this ability. Additional channels were established and Senwes and Absa Asset Management established a qualified Collective Investment Scheme as a Hedge Fund during September 2016. • The board of directors of Senwes approved the Senwes loyalty scheme known as “Agri Rewards” which focus on rewarding customers and at the same time, creating adequate value for the shareholder. The scheme was announced during August 2016 effective as from 1 May 2016. During 2019, the scheme unlocked value and offered participants an opportunity to convert its Agri Rewards benefits into shares in Senwes. This opportunity was accepted widely and 722 new Senwes shareholders joined the company. 58

The Senwes strategy, which is in the making, contains as the main drivers the following: • It is becoming increasingly clear that business in South Africa is in the process of externalising successfully to lower risk jurisdictions. Senwes’ objectives remain to externalise and to diversify at the same time. Expansion to new markets can address both aspects at the same time. • Joint ventures were one of the success stories the strategy will continue to build upon. Further consolidation via joint ventures will bring about critical mass due to strategic positioning, as well as synergies which will improve the sustainability and the ability of the business to survive. As soon as the platform has been established with sufficient critical mass, reorganisation and subsequent specialisation can follow, which will reposition the business for growth. • More extensive participation in the logistics networks is foreseen, particularly in view of inward and outward transport. The South African farmer is competing with prices in world markets at present and the current inefficiencies which relate to transport require a new, appropriate solution. Various role players in the value chain are already focusing on this aspect. • Certain areas in the grain value chain have been yielding good returns over time. Senwes attempts to increase its involvement in these areas. • Guided by Senwes’ purpose statement, mission, strategic goal, focus and evolution, its strategic focus areas are based on 6 (six) pillars, namely: Diversification, horizontal integration and consolidation, internal integration of the customer, reorganisation of business models, increased investment in efficiencies and externalisation and unlocking of value synergies. These focus areas are discussed in more detail in the strategic action plans for each and progress therewith are more comprehensively reported in the Senwes Annual Report 2019 on page 40. 59

SECTION B: TERMS AND CONDITIONS OF THE SCHEME In terms of section 114(1) of the Act, the Suidwes Board proposes the Scheme, as set out in this Section B between Suidwes and the Suidwes Shareholders. 1 Overview and effects of the Scheme 1.1 The Scheme will be implemented in accordance with the applicable requirements of the Act and the Regulations. 1.2 In terms of the Scheme, and subject to the Scheme becoming unconditional, the Offerors will acquire the Scheme Shares from the Scheme Participants for the Scheme Consideration, whereupon Suidwes will become a subsidiary of the Senwes Group. 1.3 If the Scheme becomes unconditional and, on and with effect from, the Implementation Date: (a) the Scheme Participants (whether or not they voted in favour of the Scheme, or abstained or refrained from voting) shall be deemed to have disposed of and transferred their Scheme Shares (including all rights, interests and benefits attaching thereto), free from Encumbrances, to the applicable Senwes or Senwesbel Offeror; (b) the applicable Offeror shall acquire and/or be deemed to have acquired registered and beneficial ownership, free of Encumbrances, of all the Scheme Shares; (c) the disposal, and transfer, by each Scheme Participant of the Scheme Shares held by such Scheme Participant to the applicable Offeror, and the acquisition of registered and beneficial ownership of those Scheme Shares by the applicable Offeror shall be effected; and (d) Scheme Participants shall be entitled to receive the Scheme Consideration, on the Scheme Consideration Payment Date. 1.4 Each Scheme Participant irrevocably, unconditionally authorises and empowers Suidwes in rem suam (that is, irrevocably for Suidwes’ advantage), as principal, with power of substitution, to cause the Scheme Shares held by such Scheme Participant to be disposed of and transferred to, and registered in the name of, the applicable Offeror on or at any time after the Implementation Date, and to do all such things and take all such steps (including the signing of any transfer form) as Suidwes in its discretion considers necessary in order to effect that transfer and registration. 1.5 Each Scheme Participant is deemed, on and with effect from the Implementation Date, to have warranted and undertaken in favour of the Offeror, that (i) with the exclusion of the Suidwes Shareholder Pledge, the relevant Scheme Shares are not subject to a pledge or otherwise Encumbered, or (ii) if subject to any such pledge or Encumbrance, such Scheme Shares shall be released from such pledge or other Encumbrance immediately on payment and discharge of the Scheme Consideration. In this regard such Scheme Participants irrevocably authorise and appoint Suidwes, Senwes and Senwesbel, in rem suam (that is, irrevocably for Suidwes, Senwesbel and Senwes' advantage), with full power of substitution, to act as agent in the name, place and stead of such Scheme Participants in doing all things and signing all documents in ensuring that the relevant Scheme Shares are released from any pledge or Encumbrance, including the removal of any endorsements to that effect present in the Register. 1.6 The Cash Consideration shall, in Suidwes' sole discretion and election, be reduced with an amount equal to any indebtedness which a Scheme Participant has towards any 60

entity within the Suidwes group as secured by way of the Suidwes Shareholder Pledge. Suidwes shall, therefore, in its sole discretion, be entitled to require that the Offeror make payment of the Cash Consideration directly to the applicable entity within the Suidwes group in order to settle the aforementioned indebtedness of the Scheme Participant, in full or in part, on behalf of such Scheme Participant. The Scheme Participant shall be deemed to authorise the Offeror, in rem suam (that is, irrevocably for Senwes’ or Senwesbel's advantage), as principal, with power of substitution, to cause the settlement, or partial settlement, of the Scheme Participant's indebtedness to the applicable Suidwes entity 1.7 Any Scheme Consideration remaining after such deduction shall be paid to the Scheme Participant. 1.8 Suidwes, as principal, shall procure that the Offerors, comply with its obligations under the Scheme, and Suidwes alone shall have the right to enforce those obligations (if necessary) against the Offeror. 1.9 The rights of the Scheme Participants to receive the Scheme Consideration will be rights enforceable by the Scheme Participants against Suidwes only. Scheme Participants will be entitled to require Suidwes to enforce its rights in terms of the Scheme against the applicable Offeror. 1.10 The effect of the Scheme, inter alia, will be that the Offeror, will, with effect from the Implementation Date, become the registered and beneficial owner of all the Suidwes Shares (including all rights, interests and benefits attaching thereto) and free of Encumbrances. 1.11 The Offerors and Suidwes agree that, upon the Scheme becoming unconditional, they will give effect to the terms and conditions of the Scheme and will take all actions and sign all necessary documents to give effect to, and implement, the Scheme. 1.12 The Scheme is subject to, amongst other things, approval from the Suidwes Shareholders. 2 Appraisal Rights 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. 3 Dissenting Shareholders 3.1 Any Dissenting Shareholder that withdraws its demand made in terms of sections 164(5) to 164(8) of the Act, either voluntarily or pursuant to an order of Court, or that allows an offer by the Senwes Group in terms of section 164(11) of the Act to lapse without exercising its rights in terms of section 164(14) of the Act, shall: (a) on or prior to the Scheme Consideration Record Date, be deemed to be a Scheme Participant and be subject to the provisions of the Scheme; and (b) after the Scheme Consideration Record Date, be deemed to have been a Scheme Participant and be subject to the provisions of the Scheme, provided that settlement of the Scheme Consideration due to such Dissenting Shareholder, and the transfer of such Dissenting Shareholder’s Suidwes Shares to the applicable Offeror shall take place on the latest of (i) the Implementation Date, (ii) the Scheme Consideration Payment Date; and (iii) the date which is 5 (five) Business Days after that Dissenting Shareholder so withdrew its demand or allowed the offer to lapse, as the case may be. 61

3.2 The wording of section 164 of the Act (which sets out the Appraisal Rights) is included in Annexure 6 to this Circular. 4 Termination of the Scheme 4.1 Suidwes Shareholders should note that, notwithstanding that the Scheme Resolutions may have been approved in terms of section 115(3) of the Act, Suidwes will, in certain circumstances, not be permitted, to proceed to implement the Scheme without the approval of the Court. A copy of section 115 of the Act pertaining to the required approval(s) for the Scheme is set out in Annexure 6 to this Circular. Suidwes has agreed in the Implementation Agreement that it will not treat any Resolution as a nullity (as contemplated in section 115(5)(b) of the Act). 4.2 Failure or lapsing of the Scheme shall be without prejudice to the rights of Suidwes, Senwes or Senwesbel to bring any other claim or action available at Law against the other arising from a breach of the Implementation Agreement, and shall not affect those provisions of the Implementation Agreement which expressly provide that they will operate after any such failure or lapsing of the Scheme or which by implication must continue to have effect thereafter. 5 Selection of the Scheme Consideration by Ordinary Shareholder Scheme Participants 5.1 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 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. 5.2 Only Ordinary Shareholder Scheme Participants that meet the Qualifying Criteria may select the Consideration Shares option as set out in clause 5.15.1(b) above. 5.3 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 Suidwes Shares). 5.4 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. 5.5 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. 62

6 Scheme Consideration applicable in relation to the Preference Shareholder Scheme Participants 6.1 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. 6.2 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 2013 1,76 (one rand and seventy six cents) 2014 1,44 (one rand and forty four cents) 2015 1,39 (one rand and thirty nine cents) 2016 1,16 (one rand and sixteen cents) 2017 1.10 (one rand and ten cents) 2018 1,08 (one rand and eight cents) 6.3 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. 7 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. 8 Payment of Cash Consideration and issue of the Consideration Shares 8.1.1 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. 8.1.2 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, 63

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. 8.2 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. 8.3 Senwesbel confirms that it has sufficient authorised capital available to settle 100% (one hundred percent) of the Consideration Shares, so elected, by Ordinary Shareholder Scheme Participants as Qualifying Persons. 8.4 Senwes confirms that it has adequate cash resources available from its current banking facilities with Absa Bank Limited to settle 100% (one hundred percent) of the Ordinary Share Cash Consideration so elected by Ordinary Shareholder Scheme Participants and the Preference Share Cash Consideration payable to Preference Shareholder Scheme Participants. 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. 9 Conditions Precedent 9.1 The Scheme shall be subject to and suspensively conditional upon, the fulfilment or waiver, as the case may be that, by 31 August 2020, the Conditions Precedent have been fulfilled. 9.2 Without prejudice to the validity period of the Offer, the Offerors and Suidwes may, collectively, but not individually (irrespective of the fact that some of the Conditions Precedent have been stipulated for the benefit of any one entity), by agreement in writing, extend the date for the fulfilment of any one or more of the Conditions Precedent. 9.3 The Offerors and Suidwes shall use their reasonable commercial endeavours to procure the fulfilment of the Conditions Precedent within the timeframe permitted therefor in terms of paragraph 9.1. 9.4 An announcement as to whether the Scheme has become unconditional will be published to Suidwes Shareholders as soon as practically possible after the Scheme has been approved by the Competition Authorities which date is subject to change without prejudice to the rights of the Parties to extend the date for fulfilment of the Conditions Precedent or the non-fulfilment of any Condition Precedent. 64

10 Financial Effects 10.1 For a Senwesbel Shareholder: The pro forma financial effects on Senwesbel’s NAV per share, EPS and HEPS are reflected in Annexure 2. 11 Other terms of the Scheme 11.1 The Scheme may be amended, varied or revised in such manner as the Offerors in their sole discretion may determine, provided that no such amendment, variation or revision shall be made: (a) to reduce the value of the Scheme Consideration; and (b) unless an announcement containing the amendment, variation or revised Offer is made prior to the Scheme Consideration Record Date. 11.2 No amendment, variation or revision of the Scheme shall be valid, unless it is made in writing and signed by duly authorised representatives of the Offerors. Without prejudice to any of their other rights, the Offerors reserve the right to condone, in their sole discretion, the non-observance by a Suidwes Shareholder of any of the terms or conditions of the Scheme. 11.3 If the Scheme is amended, varied or revised in a manner which makes it more favourable to Suidwes Shareholders, the benefit of such improved offer will automatically accrue to any Suidwes Shareholder who has elected the Scheme Consideration, by completing and submitting the Form of Election in accordance with the requirements of this Circular, prior to the amendment, variation or revision being made. 11.4 A Suidwes Shareholder that has completed and submitted the Form of Election in accordance with the requirements of this Circular, shall be deemed to have accepted any improved offer pursuant to any such amendment, variation or revision, and shall constitute an irrevocable authority and power of attorney in rem suam to any director or authorised representative of the Offerors (that is, irrevocably for such director or authorised representative's advantage) to: (a) accept such amended, varied or revised offer on behalf of such Suidwes Shareholder; and (b) execute on behalf of and in the name of such Suidwes Shareholder all such further documents (if any) as may be required to give effect to such acceptance. 12 Tax Consequences for Suidwes Shareholders The tax consequences for the Suidwes Shareholders will depend on the individual tax circumstances of each Suidwes Shareholder. Suidwes Shareholders should seek advice from appropriate professional advisors if they are in doubt about their tax position. 13 Election and Surrender Procedures 13.1 Form of Election 13.1.1 Suidwes Shareholders should complete the Form of Election attached to this Circular in accordance with the instructions therein and forward it in accordance with the 65

instructions set out in the clause 3.1.1 of the section titled Actions required by Suidwes Shareholders in relation to the Scheme, commencing on page 34 of this Circular. 13.1.2 Delivery of the Form of Election is at the risk of the Suidwes Shareholder concerned. If such Form of Election is sent through the post, it is recommended that they are sent to the Secretary by registered post. 13.2 Elections irrevocable All Forms of Election submitted as required on or prior to the Scheme Consideration Record Date shall be irrevocable and may not be withdrawn. 13.3 Transaction receipts 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. 13.4 General 13.4.1 The Offer is not an offer in any jurisdiction in which it is illegal to make such an offer. In such circumstances the Circular 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. 13.4.2 Senwes reserves its right, in its discretion, to condone or treat as invalid any Form of Election without proof of the authority of the person signing the Form of Election where such proof has not been lodged with or recorded by the Secretary. 13.5 Foreign Suidwes Shareholders In the case of Foreign Suidwes Shareholders whose registered address in the Register is outside the Common Monetary Area, the Scheme Consideration will be settled as set out below. The Scheme Consideration due to a Suidwes Shareholder who is: (a) an emigrant from South Africa whose Document(s) of Title have been restrictively endorsed “non-resident” under the Exchange Control Regulations, will be deposited in a blocked rand account with the nominated authorised dealer in foreign exchange in South Africa controlling his blocked assets, or, failing such nomination, be held by Senwes in a non-interest bearing account until such time as a written instruction is received as to the disposal of such amount; (b) a non-resident of South Africa who has never resided in South Africa and whose document(s) of title have been restrictively endorsed “non-resident” under the Exchange Control Regulations, will be deposited in a non-resident account with the nominated authorised dealer in foreign exchange in South Africa, or, failing such nomination, be held by Senwes in a non-interest bearing account until such time as a written instruction is received as to the disposal of such amount. (c) The attached Form of Election makes provision for Suidwes Shareholders who are Foreign Suidwes Shareholders to provide the instructions and to nominate the authorised dealer referred to above. 66

13.6 No set-off of consideration Subject to the rights of Suidwes in relation to the Suidwes Shareholder Pledge, settlement of the Scheme Consideration, will be implemented in full in accordance with the terms of the Offer without any right of set off, and free from all liens, counterclaims, or other analogous right to which the Offerors may otherwise be, or claim to be, entitled against the applicable Suidwes Shareholder. 14 Suidwes Shares held by the Offerors or its Directors and other Arrangements 14.1 There were no dealings in Suidwes Shares by the Offerors’ directors or, as far as the directors of the Offerors are aware, by Suidwes' directors in Senwes Shares and/or Senwesbel Shares during the period of 6 (six) months prior to the Last Practicable Date. 14.2 There are no persons who, acting in concert with the Offerors, own or control any Suidwes Shares, neither have there been any dealings in Suidwes Shares by any such persons during the period referred to in clause 14.1 above 14.3 Save as disclosed in this Circular: (a) no arrangements, undertakings or agreements have been concluded between the Offerors and Suidwes or any persons acting in concert with any of them which is material to Suidwes Shareholders in their decision to approve the Scheme; (b) no arrangements, undertakings, options or agreements (including any compensation arrangements) which are material to Suidwes Shareholders in their decision to approve the Scheme exist between the Offerors and Suidwes, or any concert party, or any director of the Offerors or Suidwes or any person who was a director of the Offerors or Suidwes during the period of 12 (twelve) months prior to the date of the Offer, or any holder of the Scheme Shares or any person who was a holder thereof within the period of 12 (twelve) months prior to the date of the Offer; and (c) no asset revaluation or profit forecasts have been made in regard to the Offer. 14.4 The Offer will have no effect on the emoluments of the directors of Suidwes. 14.5 Suidwes Shares acquired by the Offerors in terms of the Offer will be in negotiable form and will ultimately be owned by either the Offerors or one of them, depending on the election made by the Offerees. 14.6 Other beneficial interests 14.6.1 Senwes directly holds a beneficial interest in Suidwes of 564 599 Suidwes Shares comprising 1.06% of the entire issued Suidwes Shares. 14.6.2 As such, and as required pursuant to the provisions of section 115(4) of the Act, Senwes shall not be entitled to exercise any voting rights in relation to the special resolution to be tabled at the Scheme Meeting pursuant to section 115 of the Act. 67

15 Material Provisions of the Implementation Agreement 15.1 Non-solicitation and undertakings by Suidwes 15.1.1 In terms of clause 15.5 of the Implementation Agreement, Suidwes and each of Suidwes' subsidiaries shall not unless than in the ordinary course of business: (a) Undertake or be party to any fundamental transactions as envisaged in Chapter 5 of the Act; (b) Reorganise, amalgamate or merge Suidwes or any of Suidwes’ subsidiaries with any other person or entity, or acquire or agree to acquire by amalgamating, merging or consolidating with, purchasing the shares of or substantially all of the assets of or otherwise, any business or any corporation, partnership, association or other business organization or division thereof; and (c) Declare, recommend, pay or make or propose to declare, recommend, pay or make any dividends or other distributions (whether payable in cash or otherwise) to any Suidwes Shareholder. 15.1.2 In terms of the Implementation Agreement, the Suidwes Board will propose the Scheme of Arrangement to the Suidwes Shareholders and clause 4 of the Implementation Agreement provides that the Suidwes Board will recommend to the Suidwes Shareholders to vote in favour of the Scheme and each of the Resolutions. 15.2 Representations and warranties In terms of the Implementation Agreement, the parties thereto have provided to each other representations and warranties appropriate for a transaction of the nature of the Proposed Transaction, including but not limited to warranties that: (a) confirm that both companies are validly incorporated and have the power and capacity to carry on their respective business and manage its assets; (b) confirm the binding and enforceable rights and obligations under the agreement; (c) ensure that both parties will continue to have the necessary capacity to perform their obligations under the agreement; and (d) any execution or performance in terms of the agreement will not contravene any laws or constitutional documents or breach any terms as set out in the agreement. 15.3 Termination 15.3.1 The termination rights contemplated in clause 18 of the Implementation Agreement have lapsed upon the distribution of this Circular and the parties to the Implementation Agreement no longer have any termination rights. 15.3.2 However, failure or lapsing of the Scheme shall be without prejudice to the rights of Suidwes, Senwes or Senwesbel to bring any other claim or action available at Law against the other arising from a breach of the Implementation Agreement, and shall not affect those provisions of the Implementation Agreement which expressly provide they will operate after any such failure or lapsing of the Scheme or which by implication must continue to have effect thereafter. 68

16 Material provisions of the Loan Agreement 16.1 In terms of the provisions of the Loan Agreement, Senwes agreed to provide two loan facilities to Suidwes Investments in amounts of R144 870 078,03 (one hundred and forty four million eight hundred and seventy thousand and seventy eight rand and three cent) and R363 734 885,10 (three hundred and sixty three million seven hundred and thirty four thousand eight hundred and eighty five rand and ten cents), respectively (\"the Loan Facilities\"). 16.2 Senwes agreed to provide the Loan Facilities to Suidwes Investments to enable Suidwes Investments and Suidwes Agriculture Proprietary Limited to repay its indebtedness to the Land Bank. 16.3 The Loan Agreement is standard for loan transactions of this nature and the loan obligation of Senwes (to advance the Loan Facilities to Suidwes Investments) is subject to the fulfilment, or waiver, of various conditions precedent as set out in Annexure 1 to the Loan Agreement. 16.4 Suidwes Investments issued various undertakings and warranties to Senwes which are standard and market practice for a loan of this nature. 16.5 Clause 10.1 of the Loan Agreement provides for a mandatory prepayment of the Loan Facilities upon the happening of prescribed events – with the result that Senwes may upon the occurrence of any of these events, on written notice to Suidwes Investments, elect to cancel the Loan Facilities and to declare the Facility Outstandings (as such term is defined in the Loan Agreement) due and payable, whereupon the Loan Facilities will be cancelled and all Facility Outstandings will become immediately due and payable. 16.6 The Loan Agreement provides for an equity conversion process in clause 10.2 whereby the Loan Facilities will be converted into equity (so that Senwes will acquire prescribed shares in Suidwes Investments) if certain prescribed authorisations (including approval from the Competition Authorities for the Scheme) have been received. 16.7 If any of the relevant authorities (including the Competition Authority) rejects or dismisses the Scheme, no equity conversion shall be implemented and the Facility Outstandings shall remain a loan repayable by 30 April 2021. The Loan Facilities carry interest at the Prime Rate. 17 Financial Information 17.1 The extracts of the audited annual financial statements for the 3 (three) financial years ended 30 April 2017, 30 April 2018 and 30 April 2019 of the Offerors and also the unaudited interim financial statements for the 3 (three) 6 (six) month periods ended 31 October 2017, 31 October 2018 and 31 October 2019 of the Offerors are included in Annexures 1, 1.1, 2 and 2.1. 17.2 The monthly average market prices and volumes of Senwes Shares and Senwesbel Shares traded since 20 February 2017 are available on the ZAR X website: www.zarx.co.za. 18 Consents The professional advisors whose names are set out in the “Corporate Information” section of this Circular, have consented in writing to act in the capacities stated and to 69

their names being used in this Circular in their respective capacities, and have not withdrawn their consent prior to publication of this Circular. 19 Governing law This Circular and all documents issued in relation thereto, will be governed by and construed in accordance with, the laws of South Africa and will be subject to the exclusive jurisdiction of the South African courts. 20 Directors’ Responsibility Statement The directors of the Offerors and Suidwes whose names are set out in the “Corporate Information” section to this Circular accept and take, individually and collectively, full responsibility for the accuracy of the information set out in this Circular and certify that, to the best of their knowledge and belief, no other facts have been omitted that would make any statement in this Circular false or misleading and have made all reasonable enquiries to ascertain such facts. 21 Opinion and recommendations 21.1 The Suidwes Board has appointed the Independent Expert, as an independent advisor to provide an independent expert opinion regarding the Scheme and to make appropriate recommendations to the Suidwes Board in the form of a report envisaged in section 114(3) of the Act. 21.2 Taking into consideration the terms and conditions of the Scheme, the Independent Expert issued a report to the Suidwes Shareholders. Please refer to Annexure 5 for the full report of the Independent Expert regarding the Scheme. 21.3 The Suidwes Board after due consideration of the report of the Independent Expert are unanimously of the view that the Scheme should be recommended and that Suidwes Shareholders vote in favour of the Resolutions. 21.4 The Directors of Suidwes who hold Suidwes Shares intend to vote such Suidwes Shares in favour of the Scheme and the Resolutions. 21.5 The Offerors are of the opinion that the Scheme is in the interests of the Offerors as well as Suidwes Shareholders and the Offerors recommend that the Suidwes Shareholders vote in favour of the Resolutions. 22 Costs of the Offer All regulatory costs pertaining to the Offer and all matters incidental to it, excluding the payment of Securities Transfer Tax on the sold shares shall be borne proportionally between the Offerors and Suidwes: provided that each of the Offerors and Suidwes shall born its own legal costs for the advice regarding and preparation of this Circular. 23 Documents available for inspection The following documents, or copies thereof, are available for inspection at the Secretary at the head office of Senwes and Senwesbel, at 1 Charel de Klerk Street, Klerksdorp, 2570 or the secretary of Suidwes at 5 Voortrekker Street, Leeudoringstad, 2640, during normal business hours from the date of this Circular until the Scheme Consideration Record Date, namely: (a) The original signed copy of this Circular; 70

(b) the MOIs of Suidwes, Senwes and Senwesbel; (c) a signed copy of the Implementation Agreement; (d) a signed copy of the Loan Agreement; (e) a signed copy of the Independent Expert’s Report; (f) the originals of the letters of consent by the attorneys consenting to the publication of their names in the form and context in which they appear in this Circular; (g) the audited annual financial statements of Senwes and Senwesbel for the 3 (three) financial years ended 30 April 2017, 30 April 2018 and 30 April 2019 and the unaudited interim financial statements for the 3(three) 6 (six) month periods ended 31 October 2017, 31 October 2018 and 31 October 2019; (h) the Senwes LTI Share Incentive Trust Deed, describing the provisions of the long-term forfeitable incentive scheme for Senwes Shares to the executive management of Senwes. SIGNED AT KLERKSDORP ON 25 APRIL 2020 BY FRANCOIS STRYDOM ON BEHALF OF THE SENWES BOARD AND THE SENWESBEL BOARD Francois Strydom Group Chief Executive Officer Klerksdorp SIGNED AT LEEUDORINGSTAD ON 25 APRIL 2020 BY DR HERMAN VAN SCHALKWYK ON BEHALF OF THE SUIDWES BOARD Dr Herman van Schalkwyk Group Chief Executive Officer Leeudoringstad 71

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 BASIS OF PREPARATION The summary of the consolidated statements of financial position, statements of comprehensive income, statements of changes in equity and statements of cash flows of Senwes Limited for the 3 (three) financial years ended 30 April 2017, 30 April 2018 and 30 April 2019 have been extracted and compiled (without adjustment) from the audited consolidated annual financial statements of Senwes Limited (\"Senwes Extracts\"). The Senwes Extracts were prepared in accordance with criteria developed by management and not necessarily in accordance with International Financial Reporting Standards (“IFRS”). Under management's established criteria, management disclosed all relevant information as determined by management, in the extracts. The preparation of this Annexure is the responsibility of the directors of Senwes Limited. The audited consolidated financial statements from where the Senwes Extracts were compiled are available on Senwes’ website at www.senwes.co.za 72

THREE YEARS EXTRACTED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION OF SENWES LIMITED AS AT 30 APRIL 2019 GROUP 2017 R'm R'm 2018 R'm ASSETS 715 567 471 Non-current assets 9 - - Property, plant and equipment 227 265 228 Goodwill 28 27 25 Investment in joint ventures 5 4 4 Investment in associate 6 3 7 Other financial assets Long-term portion of other loans receivable 1 204 1 079 1 031 Loans and other receivables 24 31 11 Deferred tax asset Total non-current assets 2 218 1 976 1 777 Current assets 609 995 674 2 881 2 828 2 557 Inventory Trade and other receivables 28 134 36 Other loans receivable 234 144 75 Inventory held to satisfy firm sales 128 Derivative financial instruments 52 53 Tax receivable 7 - - Cash and short-term deposits - 14 Total current assets 31 3 484 3 842 4 154 TOTAL ASSETS 5 261 6 060 6 130 73

2019 GROUP 2017 R'm R'm 2018 R'm EQUITY AND LIABILITIES 1 1 1 Equity 67 67 67 Issued capital (160) (168) (126) Share premium 31 44 33 Treasury shares 2 397 2 215 1 995 Reserves 2 336 2 159 1 970 Retained earnings 27 20 19 Own equity 2 363 2 179 1 989 Non-controlling interest Total equity 1 002 1 002 1 002 59 37 - Non-current liabilities 49 - Interest-bearing loans 107 Other financial liabilities 1 168 1 088 1 002 Deferred tax liability Total non-current liabilities 536 598 459 39 79 Current liabilities - 1 837 1 985 Trade and other payables 46 43 1 574 Contract liabilities 30 66 43 Interest-bearing loans - 8 Other loans payable 26 47 169 Derivative financial instruments - 3 - Tax payable - Short-term incentive bonuses 15 28 14 Bank overdraft - Other financial liabilities 2 529 6 - Provisions 2 863 Total current liabilities 3 697 11 Total liabilities 6 060 3 951 2 270 TOTAL EQUITY AND LIABILITIES 6 130 3 272 5 261 74

THREE YEARS EXTRACTED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR SENWES LIMITED FOR THE YEARS ENDED 30 APRIL GROUP Services rendered 2019 2018 2017 Finance Income R'm R'm R'm Income from sale of goods Revenue 813 793 409 Cost of sales 374 340 328 Gross profit 1 500 1 659 1 730 Distribution, sales and administrative expenses 2 687 2 792 2 467 Operating profit (1 224) (1 358) (1 373) Finance costs 1 463 1 434 1 094 Share of (loss)/profit from joint ventures and associate (858) (774) (680) Profit before tax 605 660 414 Taxation (213) (223) (204) Profit for the year after tax (5) Other comprehensive income to be reclassified to profit or 6 432 19 loss in subsequent periods, net of tax 398 (121) 229 (115) 311 (62) Share of other comprehensive income of joint venture 283 167 Total comprehensive income for the year, net of tax - (1) 1 283 310 168 Profit attributable to: 281 310 166 Equity holders of the parent 2 11 Non-controlling interest Total comprehensive income attributable to: 281 309 167 Equity holders of the parent 2 11 Non-controlling interest 75

2019 2018 2017 EARNINGS AND NORMALISED HEADLINE EARNINGS R’m R’m R’m Earnings per statement of comprehensive income 281 310 166 Adjustments: (5) - (2) Profit from sale of property, plant and equipment - (2) - Gains on the disposal of investment in joint venture 5 - Impairment of goodwill - 1 - (Reversal)/Impairment of investments, property, plant and equipment (5) and loans 1 - Tax effect of adjustments 282 - 164 Headline earnings 304 Abnormal/once-off items: - 17 Impairment of investment and loans - 8 - Restructuring costs 16 13 - Legal/consultation fees 1 - Loss on foreign exchange on capital loans - 2 1 Other once-off items (4) 1 1 Tax effect of adjustments 295 - Normalised headline earnings 166 179 (1) 183 Weighted average number of shares in issue (‘000) 169,1 327 168 885 Earnings per share (cents) 177,5 167 269 Normalised headline earnings per share (cents) 161,1 185,3 98,3 Diluted earnings per share (cents) 169,1 195,5 108,4 Diluted normalised headline earnings per share (cents) 171,5 180,9 91,8 101,2 DIVIDENDS FOR THE YEAR 2019 2018 2017 cents/ cents/ cents/ Dividend paid during the year share share share Final dividend previous year Interim dividend 57 52 40 Final dividend per share 27 25 20 30 27 20 30 27 25 76

THREE YEARS EXTRACTED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR SENWES LIMITED FOR THE YEARS ENDED 30 APRIL Issued share capital Share premium Treasury shares Share-based payment reserve Change in ownership Fair value adjustments Retained earnings Non-controlling interest Total equity GROUP R’m R’m R’m R’m R’m R’m R’m R’m R’m 1 67 (126) 31 (14) 5 1 899 19 1 882 Balance as at 30 April 2016 - -- - - 1 166 1 168 Total comprehensive income - -- - - - 166 1 167 Profit for the year - -- - - 1- -1 Other comprehensive income - -- - - - (70) (1) (71) - -- 10 - -- - 10 Dividends 1 67 (126) 41 (14) 6 1 995 19 1 989 Equity-settled share-based - -- - - (1) 310 1 310 payment scheme – Vesting - -- - - - 310 1 311 Balance as at - -- - - (1) - - (1) 30 April 2017 - -- - - - (90) Total comprehensive - -2 (5) - - (90) - (3) income -- Profit for the year - - (44) - - - (44) - -- 17 - -- - 17 Other comprehensive income -- 1 67 (168) 53 (14) 20 2 179 Dividends 5 2 215 - -- - - 2 283 Equity-settled share-based - 281 payment scheme – Vesting - -- - - 2 283 Treasury shares purchased - -- - - - 281 -- - -- - - -- - (99) Equity-settled share-based - -- - - - (99) 55 payment scheme – Expense - -- - (14) -- - (14) -- Balance as at - -8 (8) - -- 30 April 2018 -- Total comprehensive - -- 9 - -9 income -- Profit for the year 1 67 (160) 54 (28) 27 2 363 5 2 397 Other comprehensive income Dividends Acquisition of subsidiary Change in ownership of joint venture Equity-settled share-based payment scheme – Vesting Equity-settled share-based payment scheme – Expense Balance as at 30 April 2019 77

THREE YEARS EXTRACTED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR SENWES LIMITED FOR THE YEARS ENDED 30 APRIL GROUP Net cash flows from operating activities 2019 2018 2017 Cash from operating activities R'm R'm R'm Finance costs paid Tax paid 139 286 165 Dividends paid 708 813 457 Changes in operating capital (213) (223) (204) Net cash flows used in investment activities (64) (86) (50) (99) (90) (71) Purchase of property, plant and equipment (193) (128) 33 Proceeds from the disposal of property, plant and equipment (104) (256) Acquisition of subsidiary (188) (141) (186) Additional investments in joint ventures and associate (116) 3 3 Dividends received from investments in joint ventures (25) - 2 - - Additional loans received from related parties - (25) 4 Repayment of loans from related parties 2 4 55 Additional loans to related parties 14 2 (56) Repayment of loans to related parties (11) (44) (124) Net cash flows before financing activities (49) (16) 3 Net cash used in financing activities 150 7 30 Treasury shares purchased 35 (21) (47) Net increase/(decrease) in cash and cash equivalents (1) - Cash and cash equivalents – beginning of the year (47) Cash and cash equivalents – end of the year (1) - (17) 34 14 (21) (3) 35 (3) 31 14 78

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 ______________________________________________________________________________ BASIS OF PREPARATION The summary of the consolidated statements of financial position, statements of comprehensive income, statements of changes in equity and statements of cash flows of Senwes Limited for the 3 (three) 6 (six) month periods ended 31 October 2017, 31 October 2018 and 31 October 2019 have been extracted and compiled (without adjustment) from the unaudited condensed interim financial statements of Senwes Limited (“Senwes Interim Extracts”). The Senwes Interim Extracts were prepared in accordance with criteria developed by management and not necessarily in accordance with International Financial Reporting Standards (“IFRS”). Under management's established criteria, management disclosed all relevant information as determined by management, in the Senwes Interim Extracts. The preparation of this Annexure is the responsibility of the directors of Senwes Limited The unaudited condensed interim financial statements from where the Senwes Interim Extracts were compiled are available on Senwes’ website at www.senwes.co.za 79

THREE SIX MONTH EXTRACTED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION OF SENWES LIMITED AS AT 31 OCTOBER 2019 GROUP 2017 R'm R'm 2018 R'm ASSETS 1 078 672 491 Non-current assets 1 - - Property, plant and equipment - - Investment property 12 9 - Right of use asset 9 Goodwill 244 231 Investment in joint ventures 212 27 25 Investment in associate 29 5 4 Other financial assets 2 9 - Long-term portion of other loans receivable 5 Loans and other receivables 1 121 1 049 Deferred tax asset 1 206 34 4 Total non-current assets 37 2 121 1 804 2 591 Current assets 1 210 1 004 1 584 Inventory 2 387 1 975 1 816 Trade and other receivables Other loans receivable 5 128 31 Inventory held to satisfy firm sales 304 199 218 Derivative financial instruments Cash and short-term deposits 30 28 42 Total current assets 128 32 304 4 064 3 366 3 995 TOTAL ASSETS 6 655 5 487 5 799 80

2019 GROUP 2017 R'm R'm 2018 R'm EQUITY AND LIABILITIES 1 1 1 Equity 67 67 67 Issued capital (128) (160) (148) Share premium 14 41 35 Treasury shares 2 513 2 321 2 096 Reserves 2 467 2 270 2 051 Retained earnings 310 26 20 Own equity 2 777 2 296 2 071 Non-controlling interest Total equity 1 028 1 002 1 002 72 52 20 Non-current liabilities 10 - - Interest-bearing loans 12 - - Other financial liabilities 80 - Lease liabilities 130 Government subsidy 1 252 1 134 1 022 Deferred tax liability Total non-current liabilities 885 519 795 70 139 - Current liabilities 1 261 Trade and other payables 1 406 1 738 Contract liabilities 70 55 82 Interest-bearing loans 16 39 46 Other loans payable 2 - Derivative financial instruments 1 - - Short-term portion of lease liabilities 5 - 15 Short-term portion of government subsidy 12 14 27 Tax payable 23 - Short-term incentive bonuses 128 - 3 Bank overdraft 31 7 Provisions 2 706 Total current liabilities 2 626 2 057 Total liabilities 3 728 TOTAL EQUITY AND LIABILITIES 3 878 3 191 5 799 6 655 5 487 81

THREE SIX MONTH EXTRACTED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR SENWES LIMITED FOR THE PERIODS ENDED 31 OCTOBER GROUP Revenue 2019 2018 2017 R'm R'm R'm Operating profit before depreciation and amortisation 1 954 1 478 1 951 (EBITDA) Depreciation and amortisation 420 335 330 Operating profit before interest (EBIT) (36) (27) (23) 307 Finance costs 384 308 (111) (129) (99) 196 Profit after finance costs 255 209 1 Share of (loss)/profit from joint ventures and associate (11) 6 197 (51) Profit before tax 244 215 146 Taxation (65) (59) Profit 179 156 Other comprehensive income to be reclassified to profit -11 or loss in subsequent periods, net of tax (3) - - Share of other comprehensive income of joint venture 176 157 147 Fair value adjustment on financial asset at fair value through other comprehensive income Total comprehensive income, net of tax Profit attributable to: 168 155 145 Equity holders of the parent 11 1 1 Non-controlling interest Total comprehensive income attributable to: 165 156 146 Equity holders of the parent 11 1 1 Non-controlling interest 82

EARNINGS AND NORMALISED HEADLINE EARNINGS 2019 2018 2017 R’m R’m R’m Earnings per statement of comprehensive income Adjustments: 168 155 145 Profit from sale of property, plant and equipment (2) (1) - Impairment of property, plant and equipment and intangible assets Gain from acquisition of subsidiary 2-- Profit from sale of available-for-sale financial assets Impairment of goodwill (21) - - Tax effect of adjustments Headline earnings - - (3) Abnormal/once-off items: Impairment of investment and loans -3 - Legal/consultation fees Once-off non-operating expenses 1-- Tax effect of adjustments Normalised headline earnings 148 157 142 Weighted average number of shares in issue (‘000) Earnings per share (cents) - - 7 Normalised headline earnings per share (cents) (1) 1 12 Diluted earnings per share (cents) 8 Diluted normalised headline earnings per share (cents) - (2) 2 - 164 1 DIVIDENDS PER SHARE 147 164 166 299 Dividends paid during the period 169 633 93,3 167 782 Interim dividend 99,7 98,5 86,9 Final dividend 86,9 88,9 97,8 Net asset value per share (cents) 96,1 93,9 80,2 83,8 90,7 2019 2018 2017 cents/ cents/ cents/ share share share 30,0 30,0 27,0 30,0 30,0 27,0 - - - 1 454 1 365 1 227 83

THREE SIX MONTH EXTRACTED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR SENWES LIMITED FOR THE PERIODS ENDED 31 OCTOBER Issued share capital and share premium Treasury shares Retained earnings Other reserves Non-controlling interest Total GROUP R’m R’m R’m R’m R’m R’m 68 (160) 2 397 31 27 2 363 Balance as at 30 April 2019 - - - 11 Profit for the period - - 168 (3) - 179 Other comprehensive income - - - - (5) (3) Dividends paid 32 - - (57) Acquisition of subsidiary - - (52) *- 278 310 Change in interest in subsidiary - (22) - - (1) (1) Treasury shares purchased 32 - - (22) Treasury shares sold (32) 22 - - Equity-settled share-based payment - - (22) - - scheme – Vesting - - - Equity-settled share based-payment - 8 - scheme – Expense (128) - - Balance at 31 October 2019 68 14 8 2 513 310 Balance as at 30 April 2018 2 777 Profit for the period 68 (168) 2 213 44 20 2 177 - - 155 - 1 156 Other comprehensive income - - -1 -1 - - (47) - - (47) Dividends paid - - - -55 8 - (8) - - Acquisition of subsidiary Equity-settled share-based payment - - -4 -4 scheme – Vesting Equity-settled share based payment 68 (160) 2 321 41 26 2 296 scheme Expense Balance as at 31 October 2018 Balance as at 30 April 2017 68 (126) 1 995 33 19 1 989 Profit for the period - - 145 - 1 146 Other comprehensive income - - -1 -1 Dividends paid - - (44) - - (44) Acquisition of treasury shares - (26) - - - (26) Equity-settled share-based payment scheme -4 -1 -5 Balance as at 31 October 2017 68 (148) 2 096 35 20 2 071 *The change in interest in subsidiary is below R0,5 million. 84

THREE SIX MONTH EXTRACTED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR SENWES LIMITED FOR THE PERIODS ENDED 31 OCTOBER GROUP Cash flow from operating activities 2019 2018 2017 Tax paid R'm R'm R'm Finance costs paid Dividends paid 416 349 350 Changes in operating capital (59) (26) (30) Net cash flows from operating activities (118) (99) (111) Net cash flows (used in)/from investment activities (52) (47) (44) (25) 138 Net cash flows before financing activities 92 152 303 Net cash from/(used in) financing activities 279 (124) Net increase/(decrease) in cash and cash equivalents (185) 8 Cash and cash equivalents – beginning of the period 28 Cash and cash equivalents – end of the period 94 7 311 3 (21) 35 290 97 (3) 31 32 14 128 304 85

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 BASIS OF PREPARATION The summary of the consolidated statements of financial position, statements of comprehensive income, statements of changes in equity and statements of cash flows of Senwesbel Limited for the 3 (three) financial years ended 30 April 2017, 30 April 2018 and 30 April 2019 have been extracted and compiled (without adjustment) from the audited consolidated annual financial statements of Senwesbel Limited (\"Senwesbel Extracts\"). The Senwesbel Extracts were prepared in accordance with criteria developed by management and not necessarily in accordance with International Financial Reporting Standards (“IFRS”). Under management's established criteria, management disclosed all relevant information as determined by management, in the Senwesbel Extracts. The preparation of this Annexure is the responsibility of the directors of Senwesbel Limited. The audited consolidated financial statements from where the Senwesbel Extracts were compiled and are available on Senwes’ website at www.senwes.co.za. 86

THREE YEARS EXTRACTED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION OF SENWESBEL LIMITED AS AT 30 APRIL 2019 GROUP 2017 R'm R'm 2018 R'm ASSETS 1 438 1 291 1 202 Non-current assets 9 - - Property, plant and equipment Goodwill 227 265 228 Investment in joint ventures 28 27 25 Investment in associate 5 4 4 Other financial assets 6 3 7 Long-term portion of other loans receivable Loans and other receivables 1 204 1 079 1 031 Deferred tax asset 24 31 11 Total non-current assets 2 941 2 700 2 508 Current assets 609 995 674 Inventory 2 881 2 828 2 557 Trade and other receivables Other loans receivable 28 134 36 Inventory held to satisfy firm sales 234 144 75 Derivative financial instruments 128 Tax receivable 52 53 Cash and short-term deposits 7 - - Total current assets - 14 31 3 484 TOTAL ASSETS 3 842 4 154 5 992 6 783 6 854 87

2019 GROUP 2017 R'm R'm 2018 R'm EQUITY AND LIABILITIES 5 1 1 Equity 498 498 498 Issued capital Share premium 78 78 78 Non-distributable reserve 45 56 48 Other reserves 981 871 762 Retained earnings 1 607 1 504 1 387 Own equity 1 243 1 163 1 099 Non-controlling interest 2 850 2 667 2 486 Total equity 1 002 1 002 1 002 Non-current liabilities 59 - - Interest-bearing loans Other financial liabilities 310 252 204 Deferred tax liability 1 371 1 254 1 206 Total non-current liabilities 538 599 460 Current liabilities 39 79 - Trade and other payables Contract liabilities 1 837 1 985 1 574 Interest-bearing loans 46 43 43 Other loans payable 30 66 Derivative financial instruments - 8 169 Tax payable 26 47 - Short-term incentive bonuses 31 35 Bank overdraft - 65 14 Other financial liabilities 15 6 29 Provisions Total current liabilities 2 562 2 933 - Total liabilities 11 TOTAL EQUITY AND LIABILITIES 3 933 4 187 6 783 6 854 2 300 3 506 5 992 88

THREE YEARS EXTRACTED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR SENWESBEL LIMITED FOR THE YEARS ENDED 30 APRIL GROUP Services rendered 2019 2018 2017 Finance Income R'm R'm R'm Income from sale of goods Revenue 813 793 409 Cost of sales 374 340 328 Gross profit 1 500 1 659 1 730 Distribution, sales and administrative expenses 2 687 2 792 2 467 Operating profit (1 224) (1 358) (1 373) Finance costs 1 463 1 434 1 094 Share of (loss)/profit from joint ventures and associate (863) (786) (683) Profit before tax 600 648 411 Taxation (215) (225) (206) Profit for the year after tax (5) 6 418 19 Other comprehensive income to be reclassified to profit 391 (121) 224 or loss in subsequent periods, net of tax (115) 297 (62) Share of other comprehensive income of joint venture 276 162 Total comprehensive income net of tax 1 -1 277 297 163 Profit attributable to: 154 164 89 Equity holders of the parent 122 133 73 Non-controlling interest Total comprehensive income attributable to: 155 164 90 Equity holders of the parent 122 133 73 Non-controlling interest 89

2019 2018 2017 EARNINGS AND NORMALISED HEADLINE EARNINGS R’m R’m R’m 154 164 89 Earnings per statement of comprehensive income Adjustments: (3) - (1) - (1) - Profit from sale of property, plant and equipment 31 - Gains on the disposal of investment in joint venture -5 - Impairment of goodwill -- - Impairment of property, plant and equipment and intangible assets Tax effect of adjustments 154 169 88 Headline earnings Abnormal/once-off items: - 5 9 Impairment of investment and loans - 7 - Restructuring costs 9 1 - Legal/consultation fees 1 1 - Loss on foreign exchange on capital loans (2) (1) - Tax effect of adjustments 162 182 97 Normalised headline earnings 114 104 116 311 116 410 Weighted average number of shares in issue (‘000) 134,7 141,0 76,1 Earnings per share (cents) 141,7 156,8 83,3 Normalised headline earnings per share (cents) DIVIDENDS FOR THE YEAR 2019 2018 2017 cents/ cents/ cents/ Dividend paid during the year share share share Final dividend previous year Interim dividend 40 34 27 Final dividend per share proposed 19 15 13 21 19 14 21 19 15 90

THREE YEARS EXTRACTED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR SENWESBEL LIMITED FOR THE YEARS ENDED 30 APRIL Issued share capital Share premium Non-distributable reserves Change in ownership and other reserves Fair value adjustments Share-based payment reserve Retained earnings Equity of subsidiary Non-controlling interest Total equity GROUP R’m R’m R’m R’m R’m R’m R’m R’m R’m R’m 1 498 78 45 (29) 17 705 3 1 078 2 396 Balance as at 30 April 2016 - - - - - - 89 1 73 163 Total comprehensive income -- - - - - 89 - 73 162 Profit for the year -- - - -- - - - - -1 - 1 Other comprehensive income -- - - - - (32) - (33) (65) Dividends -6 -- 5 11 Equity-settled share-based payment scheme - - -5 - - - - (24) (19) Shares purchased from non- controlling shareholders 1 498 78 50 (29) 23 762 4 1 099 2 486 Balance as at 30 April 2017 -- -- - - 164 - 133 297 -- -- Total comprehensive -- -- - - 164 - 133 297 income -- -- - (40) (80) - - (40) - 5 12 Profit for the year -- - 15 -7 - Dividends -- -- Equity-settled share-based --- - (15) - payment scheme -- - (14) Shares purchased from non- - - (15) - - (15) controlling shareholders Repurchase of own equity --- - (19) (33) shares Senwes share buy-back of 1 498 78 51 (29) 30 871 4 1 163 2 667 treasury shares -- -- -- -- - - 154 1 122 277 Balance as at 30 April 2018 -- -- 4- -- - - 154 - 122 276 Total comprehensive income -- -- --- 1 -1 Profit for the year -- -- - - (45) - (43) (84) Other comprehensive income -- - (5) - (7) - -7 - Dividends -- -- --- - (6) (6) Equity-settled share-based -- -- --- - (5) (10) payment scheme - Vesting Shares purchased from non- --- -55 controlling shareholders Change in ownership of joint - -1 - -1 venture Change in investment in 5 498 78 46 (29) 23 981 5 1 243 2 850 subsidiary Prior year adjustment in subsidiary Balance as at 30 April 2019 91

THREE YEARS EXTRACTED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR SENWESBEL LIMITED FOR THE YEARS ENDED 30 APRIL GROUP 2019 2018 2017 R'm R'm R'm Net cash flows from operating activities 148 290 166 Cash from operating activities 704 809 454 Finance costs paid (215) (225) (206) Tax paid Dividends paid (64) (86) (50) Changes in operating capital (84) (80) (65) (193) (128) Net cash flows used in investment activities 33 (112) (248) Purchase of property, plant and equipment (203) Proceeds from the disposal of property, plant and equipment (188) (141) (Purchase of)/proceeds from the sale of financial asset 3 3 (116) Additional investments in joint ventures and associate 8 2 Acquisition of subsidiary (6) - Dividends received from investments in joint ventures - - (18) Additional loans received from related parties 4 (25) Repayment of loans from related parties (25) Additional loans advanced to related parties 2 55 - Repayment of loans to related parties (124) 4 Net cash flows before financing activities 14 2 Net cash used in financing activities (11) (56) (44) Treasury shares purchased (49) 3 (15) Buy-back of shares/transactions with non-controlling shareholders 148 7 Net (decrease)/increase in cash and cash equivalents 42 (37) Cash and cash equivalents - beginning of the year 36 (62) - Cash and cash equivalents - end of the year (1) (47) - (1) (15) - (20) (37) - 22 35 (15) (15) (35) (35) - 92

ANNEXURE 2.1 SUMMARISED EXTRACTS FROM THE UNAUDITED INTERIM FINANCIAL STATEMENTS OF SENWESBEL LIMITED FOR THE 3 (THREE) SIX MONTH PERIODS ENDED 31 OCTOBER 2017, 31 OCTOBER 2018 AND 31 OCTOBER 2019 BASIS OF PREPARATION The summary of the consolidated statements of financial position, statements of comprehensive income, statements of changes in equity and statements of cash flows of Senwesbel Limited for the 3 (three) 6 (six) month periods ended 31 October 2017, 31 October 2018 and 31 October 2019, were extracted and compiled (without adjustment) from the unaudited condensed interim financial statements of Senwesbel Limited (“Senwesbel Interim Extracts”). The Senwesbel Interim Extracts were prepared in accordance with criteria developed by management and not necessarily in accordance with International Financial Reporting Standards (“IFRS”). Under management's established criteria, management disclosed all relevant information as determined by management, in the Senwesbel Interim Extracts. The preparation of this Annexure is the responsibility of the directors of Senwesbel Limited. The unaudited condensed interim financial statements from where the Senwesbel Interim Extracts were compiled are available on Senwes’ website at www.senwes.co.za. 93

THREE SIX MONTH EXTRACTED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION OF SENWESBEL LIMITED AS AT 31 OCTOBER 2019 GROUP 2017 R'm R'm 2018 R'm ASSETS 1 802 1 395 1 223 Non-current assets 1 - - Property, plant and equipment - - Investment property 12 9 - Right of use asset 9 Goodwill 244 231 Investment in joint ventures 212 27 25 Investment in associate 29 5 4 Other financial assets 2 9 - Long-term portion of other loans receivable 5 Loans and other receivables 1 121 1 049 Deferred tax asset 1 205 34 4 Total non-current assets 37 2 844 2 536 3 314 Current assets 1 210 1 004 1 584 Inventory 2 386 1 975 1 816 Trade and other receivables Other loans receivable 5 128 31 Inventory held to satisfy firm sales 304 199 218 Derivative financial instruments Cash and short-term deposits 31 28 42 Total current assets 128 32 304 4 064 3 366 3 995 TOTAL ASSETS 7 378 6 210 6 531 94

2019 GROUP 2017 R'm R'm 2018 R'm EQUITY AND LIABILITIES 13 5 1 Equity 498 498 498 Issued capital 137 131 130 Share premium 1 075 929 824 Reserves 1 723 1 563 1 453 Retained earnings 1 545 1 226 1 117 Own equity 3 268 2 789 2 570 Non-controlling interest Total equity 1 028 1 002 1 002 10 - - Non-current liabilities 12 - - Interest-bearing loans 72 - Lease liabilities 52 Government subsidy 333 283 204 Other financial liabilities 1 455 1 337 1 206 Deferred tax liability Total non-current liabilities 891 519 798 70 139 - Current liabilities 1 261 Trade and other payables 1 406 1 738 Contract liabilities 70 55 82 Interest-bearing loans 15 38 46 Other loans payable 5 14 15 Derivative financial instruments 12 23 27 Tax payable 28 26 Short-term incentive bonuses 157 - Bank overdraft 2 - - Short-term portion of lease liabilities 1 - 23 Short-term portion of government subsidy 7 Provisions 26 2 755 Total current liabilities 2 084 Total liabilities 2 655 3 961 TOTAL EQUITY AND LIABILITIES 3 421 6 531 4 110 6 210 7 378 95

THREE SIX MONTH EXTRACTED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR SENWESBEL LIMITED FOR THE PERIODS ENDED 31 OCTOBER GROUP Revenue 2019 2018 2017 R'm R'm R'm Operating profit before depreciation and amortisation 1 954 1 478 1 951 (EBITDA) Depreciation and amortisation 422 334 328 Operating profit before interest (EBIT) (36) (27) (23) Finance costs 305 386 307 (113) Profit after finance costs (130) (100) 192 Share of (loss)/profit from joint ventures and associate 256 207 1 Profit before tax (11) 6 193 Taxation (51) Profit 245 213 142 Other comprehensive income to be reclassified to (65) (59) profit or loss in subsequent periods, net of tax 180 154 Share of other comprehensive income of joint venture (3) - - Total comprehensive income, net of tax 177 154 142 Profit attributable to: 118 86 79 Equity holders of the parent 62 68 63 Non-controlling interest 116 86 79 Total comprehensive income attributable to: 61 68 63 Equity holders of the parent Non-controlling interest 96

2019 2018 2017 EARNINGS AND NORMALISED HEADLINE EARNINGS R’m R’m R’m 118 86 79 Earnings per statement of comprehensive income Adjustments: (2) (1) - Profit from sale of property, plant and equipment - - (2) Profit from sale of available-for-sale financial assets Impairment of goodwill -2 - Impairment of property, plant and equipment and intangible assets Gain from acquisition of subsidiary 2-- Headline earnings Abnormal/once-off items: (25) - - Impairment of investment and loans 93 87 77 Loss on foreign exchange on capital loans Legal/consultation fees - -4 Once-off non-operating expenses Tax effect of adjustments --- Normalised headline earnings (1) 1 7 Weighted average number of shares in issue (‘000) Earnings per share (cents) -51 Normalised headline earnings per share (cents) 1 (1) 1 DIVIDENDS PER SHARE Dividend paid during the period 93 92 90 Interim dividend Final dividend 116 092 114 151 116 410 Net asset value per share 102,0 75,3 67,9 79,8 80,9 77,2 2019 2018 2017 cents/ cents/ cents/ share share share 21,0 21,0 19,0 21,0 21,0 19,0 - - - 1 484 1 364 1 248 97

THREE SIX MONTH EXTRACTED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR SENWESBEL LIMITED FOR THE PERIODS ENDED 31 OCTOBER Issued share capital and share premium Non-distributable reserves Other reserves Change in ownership Retained earnings Total Non-controlling interest GROUP R’m R’m R’m R’m R’m R’m R’m Balance at 30 April 2019 (Audited) 503 78 (6) 51 981 1 607 1 243 Profit for the period - - - - 118 Dividends paid - - - - (24) 118 62 Fair value adjustment - - (2) - - (24) (27) Shares Issued during the year 8 - - - - Acquisition of subsidiary - - - - - (2) (1) Equity-settled share-based payment scheme - - - - 8 - - Vesting (12) - Equity-settled share-based payment scheme 278 - Expense (12) (11) Purchase of interest from non-controlling shareholders - -4 - -44 Acquisition of treasury shares - - - 6 - 6 (17) Balance at 31 October 2019 (Unaudited) - - - 18 - 18 14 Balance as at 30 April 2018 511 78 (16) 75 1 075 1 723 1 545 Profit for the period Dividends paid 499 78 - 58 869 1 504 1 163 Scrip dividend paid Acquisition of subsidiary - - - - 86 86 68 Equity-settled share-based payment scheme – Vesting - - - - (17) (17) (21) Equity-settled share-based payment scheme – Expense 4 - - - (4) - - Change in ownership Balance as at 31 October 2018 - - - - - -5 - - (5) - (5) (10) - Balance as at 30 April 2017 Profit for the period - -3 - -32 Dividends paid Equity-settled share-based payment scheme - - - (3) - (3) 9 Change in ownership 503 78 (2) 55 929 1 563 1 226 Balance as at 31 October 2017 499 78 (2) 50 762 1 387 1 099 - - - - 79 79 63 - - - - (17) (17) (20) - -1 - -1 - - - - 3 - 3 (25) 499 78 (1) 53 824 1 453 1 117 98

THREE SIX MONTH EXTRACTED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR SENWESBEL LIMITED FOR THE PERIODS ENDED 30 APRIL GROUP Cash flow from operating activities 2019 2018 2017 Tax paid R'm R'm R'm Finance costs paid Dividends paid 414 347 348 Changes in operating capital (59) (26) (30) Net cash flows from operating activities (119) (100) (113) Net cash flows used in investment activities (47) (42) (37) Net cash flows before financing activities (25) 138 Net cash from financing activities 92 154 306 Net increase/(decrease) in cash and cash equivalents 281 (120) (13) Cash and cash equivalents – beginning of the period (184) 293 Cash and cash equivalents – end of period 34 97 5 - 2 293 39 (15) 99 (35) 278 - 4 99 99

ANNEXURE 3: EXTRACT OF CLAUSE 40.2 OF THE SENWESBEL MOI EXPLAINING THE QUALIFYING CRITERIA FOR QUALIFYING PERSONS “Qualifying Person” means a person that on the date of transfer or the relevant written request as contemplated in clause 40.2 of the MOI – (a) Conducts a bona fide farming enterprise as his principal occupation and business undertaking; or (b) in the case of a company, a close corporation or any other association of persons, a person who is controlled (directly and indirectly) by persons who comply with the requirement set out in clause (a); or (c) in the case of a trust, the main business of the trust comply with the requirements set out in clause (a) or is being held for the benefit of a person or persons, who on that date, by a family connection or otherwise, comply mainly to the requirement as provided in clause (a) above; (d) is an heir of shares in the Company inherited from a shareholder; or (e) a transferee of Securities held by a person who complies with the requirement set out in clause (a) as a direct consequence of the restructuring of such person’s farming enterprise or such person’s estate for estate planning purposes; or (f) becomes a transferee of Securities in its capacity as a beneficiary of a trust who holds such security for the benefit of such transferee; or (g) is a subsidiary of the Company.” 100