Independent reporting accountants'
assurance report

20 May 2011

The Directors
Tongaat Hulett Limited
P O Box 3

Dear Sirs

Independent Reporting Accountants’ Assurance Report on the Pro Forma Financial Information of Tongaat Hulett Limited
We have performed our limited assurance engagement in respect of the unaudited 12 month period ended 31 March 2010 comparative pro forma income statement and segmental result information which is to be included in Tongaat Hulett Limited’s SENS announcement of results and as an annexure to the company’s 31 March 2011 annual financial statements. The pro forma financial information as set out in the enclosed Annexure 1 has been prepared in accordance with the requirements of the JSE Limited (“JSE”) Listings Requirements, for illustrative purposes only, to provide certain comparative financial information as a consequence of the change in Tongaat Hulett Limited’s prior year reporting period from December, to a 15 month period ended 31 March 2010.

Directors’ responsibility
The directors are responsible for the compilation, contents and presentation of the pro forma financial information to be contained in the company’s SENS announcement of results and annual financial statements and the financial information from which it has been prepared. Their responsibility includes determining that: the pro forma financial information has been properly compiled on the basis stated; the basis is consistent with the accounting policies of Tongaat Hulett Limited; and the pro forma adjustments are appropriate for the purposes of the pro forma financial information disclosed in terms of the JSE Listings Requirements.

Reporting accountants’ responsibility
Our responsibility is to express our limited assurance conclusion on the comparative pro forma financial information included in the SENS announcement of results and as an annexure to the company’s 31 March 2011 annual financial statements. We conducted our assurance engagement in accordance with the International Standard on Assurance Engagements applicable to Assurance Engagements Other Than Audits or Reviews of Historical Financial Information and the Guide on Pro Forma Financial Information issued by SAICA.

This standard requires us to obtain sufficient appropriate evidence on which to base our conclusion
We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the pro forma financial information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

Sources of information and work performed
Our procedures consisted primarily of comparing the unadjusted financial information with the source documents, considering the pro forma adjustments in light of the accounting policies of Tongaat Hulett Limited, considering the evidence supporting the pro forma adjustments and discussing the adjusted pro forma financial information with the directors of the company.

In arriving at our conclusion, we have relied upon financial information prepared by the directors of Tongaat Hulett Limited and other information from various public, financial and industry sources.

While our work performed has involved an analysis of the historical published audited financial information and other information provided to us, our assurance engagement does not constitute an audit or review of any of the underlying financial information conducted in accordance with International Standards on Auditing or International Standards on Review Engagements and accordingly, we do not express an audit or review opinion.

In a limited assurance engagement, the evidence-gathering procedures are more limited than for a reasonable assurance engagement and therefore less assurance is obtained than in a reasonable assurance engagement. We believe our evidence obtained is sufficient and appropriate to provide a basis for our conclusion.

Based on our examination of the evidence obtained, nothing has come to our attention, which causes us to believe that, in terms of the section 8.17 and 8.30 of the JSE Listings Requirements:

  • the pro forma financial information has not been properly
  • such basis is inconsistent with the accounting policies of the
  • the adjustments are not appropriate for the purposes of the pro

We consent to the inclusion of this report, which will form part of the SENS announcement of results, to be issued on or about 30 May 2011, and as an Annexure to the company’s 31 March 2011 annual financial statements, in the form and context in which it will appear.

Deloitte &Touche

Deloitte &Touche
Registered Auditors
Per JAR Welch
2 Pencarrow Park
Pencarrow Crescent
La Lucia Ridge Office Estate
La Lucia, 4051

National Executive: GG Gelink Chief Executive AE Swiegers Chief Operating Officer GM Pinnock Audit DL Kennedy Risk Advisory NB Kader Tax and Legal Services L Geeringh Consulting L Bam Corporate Finance JK Mazzacco Human Resources CR Beukman Finance TJ Brown Clients NT Mtoba Chairman of the Board MJ Comber Deputy Chairman of the Board.

Regional Leader: GC Brazier

A full list of partners and directors is available on request.