TONGAAT HULETT LIMITED - Notice to affected persons

Notice to affected persons

TONGAAT HULETT LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1892/000610/06
Share code: TON
ISIN: ZAE000096541
(the "Company")


                            NOTICE TO AFFECTED PERSONS


Shareholders and Affected Persons are advised that a notice has been issued in accordance
with section 128 of the Companies Act 71 of 2008 ("the Companies Act"), as amended, read
together with sections 144, 145 and 146 of the Act, to Affected Persons ("Notice").

The Notice advises Affected Persons that the Company was placed under business rescue
on 27 October 2022. A business rescue plan ("BR Plan") proposed by Vision was approved
by the requisite majority of creditors on 11 January 2024. The BR Plan contemplated the
acquisition by Vision of the historic Lender Group's claims and the implementation of either a
debt-to-equity conversion or, failing that, an asset sale transaction. As shareholders did not
support the debt-to-equity proposal, the BR Plan required implementation of a series of sale
agreements ("Sale Agreements") in terms of which Vision would acquire the Company's
operating assets and certain regional investments and assume responsibility for funding and
stabilising the business.

The implementation of the BR Plan was subject to the fulfilment of several non-negotiable
conditions contained in the Sale Agreements, including:

   •   the refinancing of the Industrial Development Corporation's post-commencement
       funding facility of R2.3 billion;
   •   the funding of an escrow account of R517 million in respect of the South African Sugar
       Association, pending legal proceedings; and
   •   the provision of R75 million for distribution to concurrent creditors.

The Business Rescue Practitioners ("BRPs") advise Affected Persons and shareholders that
the Sale Agreements have lapsed, with Vision declining to grant an extension. As a result, the
BR Plan is no longer capable of implementation.

In accordance with section 141(2)(a) of the Companies Act, the BRPs have therefore
concluded that there is no longer a reasonable prospect of rescuing the Company.
Consequently, on 12 February 2026, the BRPs filed an application in court for the provisional
liquidation of the Company.

The BRPs and management acknowledge the uncertainty that this development creates for
employees, growers, suppliers, customers, creditors and affected communities, and express
appreciation for the resilience and support demonstrated during this challenging period.
Further communication will follow as next steps are assessed in accordance with the
Companies Act.

Shareholders and Affected Persons are reminded that all notices and documents relating to
the business rescue proceedings of the Company are published and made available on the
Company's website under the "Business Rescue" tab at https://www.tongaat.com/business-
rescue/.
12 February 2026

Sponsor
PSG Capital

Date: 12-02-2026 12:23:00
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