Declaration of scrip distribution with a cash dividend alternative

Tongaat Hulett Limited
Registration number 1892/000610/06
JSE share code: TON
ISIN: ZAE000096541


Notice is hereby given that the   Board has declared a final distribution (number 165) for the financial period   ended 31 March 2010, by way of the issue of fully paid ordinary shares of R1,00   each as a scrip distribution payable to ordinary shareholders recorded in the   register on the record date, being Friday, 16 July 2010 (“scrip distribution”).   Ordinary shareholders will be entitled, in respect of all or part of their   shareholding, to elect to receive a cash dividend of 175 cents per ordinary   share in lieu of the scrip distribution, which will be paid only to those   ordinary shareholders who elect to receive the cash dividend, in respect of all   or part of their shareholding, on or before 12:00 on Friday, 16 July 2010 (“the   cash dividend alternative”).

The cash dividend   alternative will be paid out of profits while the new ordinary shares to be   issued pursuant to the scrip distribution will be issued as a capitalisation of   part of the share premium account.

2.   Terms of the scrip distribution

The number of new ordinary   shares to which ordinary shareholders participating in the scrip distribution   will become entitled will be determined in the ratio that 175 cents multiplied   by a factor of 1,05 bears to the volume weighted average price (“VWAP”) of   ordinary shares on the JSE Limited (“JSE”) during the 22-day trading period   ending on Thursday, 1 July 2010. Details of the ratio will be released on the   Securities Exchange News Service of the JSE (“SENS”) by no later than 12:00 on   Friday, 2 July 2010 and published in the South African press the following   business day.

  2.1   Fractions

Trading   in the Strate environment does not permit fractions and  fractional entitlements. Accordingly, where an ordinary    shareholder’s entitlement to new ordinary shares calculated in  accordance with the above formula gives rise to a fraction of a  new   ordinary share, such fraction of a new ordinary share will  be rounded up to the nearest whole number where the fraction is  greater than or equal to 0,5 and rounded down to the nearest  whole number where the fraction is less than 0,5.


  2.2   Circular and salient dates

A circular relating to the scrip distribution and the cash  dividend alternative will be posted to ordinary shareholders onor about Friday, 18 June 2010.

In accordance with the provisions of Strate, the electronic  settlement and custody system used by the JSE, the relevant  dates for the scrip distribution/cash dividend alternative are  as follows:

Circular and form of election posted toordinary shareholders onFriday, 18 June
Announcement of the ratio applicable to thescrip distribution, based on the
22–dayVWAP ending on Thursday, 1 July 2010,released on SENS by 12:00 on                  
Friday, 2 July
Announcement of the ratio applicable to thescrip distribution published in the SouthAfrican press on                             Monday, 5 July
Last day to   trade in order to be eligible  for the   scrip distribution/cash dividend
alternative   (“CUM” scrip distribution/cash  dividend   alternative) on                    
Friday, 9 July
Ordinary shares trade “EX” the scripdistribution/cash dividend alternative   onMonday, 12 July
Listing of maximum possible number of newordinary shares that could be issued
interms of the scrip distribution on        
Monday, 12 July
Last day to elect the cash dividendalternative instead of the scrip  distribution by 12:00 on                     Friday, 16 July
Record date in respect of the scripdistribution/cash dividend alternative   on     Friday, 16 July
Ordinary share certificates and dividendcheques posted and Central Securities     
Depositary Participant (CSDP)/brokeraccounts credited/updated (payment date)on                                        
    22 July
Maximum number of new ordinary shareslisted adjusted to reflect the actual
number of new ordinary shares issued   on  
Friday, 23 July

All times provided in this announcement are South African local  time. The above dates and times are subject to change. Any  changes will be released on SENS and published in the South African press.

Ordinary share certificates may not be dematerialised or  rematerialised, nor may transfers between registers take place  between Monday, 12 July 2010 and Friday, 16 July 2010, both  days inclusive.

3.   Payment of the cash dividend alternative

To the extent elected by   ordinary shareholders, the cash dividend alternative is declared in the   currency of the Republic of South Africa. Dividends paid by the United Kingdom   transfer secretaries will be paid in British currency at the rate of exchange ruling   at the close of business on Friday, 9 July 2010.

Where applicable, dividends in   respect of certificated ordinary shares will be transferred electronically to   ordinary shareholders’ bank accounts on the payment date. In the absence of   specific mandates, dividend cheques will be posted to ordinary shareholders.   Ordinary shareholders who hold dematerialised shares will have their accounts   at their CSDP or broker credited/updated on Thursday, 22 July 2010.

For   and on behalf of the Board

MAC   Mahlari
Company   Secretary

Tongaat,   KwaZulu-Natal

26   May 2010
Advisor and transaction sponsor

Rand Merchant Bank (a division of FirstRand Bank   Limited)

Investec Bank Limited

Shepstone & Wylie

Transfer Secretaries
Computershare Investor Services (Proprietary) Limited