TONGAAT HULETT LIMITED - Notice to affected persons

Evidence from the filing

• The definitive lapse of the Sale Agreements and the conclusion that rescue is no longer possible provides clear direction for the company's future, ending a period of protracted uncertainty for investors.

  “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.”

• The Business Rescue Practitioners' action of filing for provisional liquidation in accordance with section 141(2)(a) of the Companies Act demonstrates a commitment to an orderly and legally compliant process, which provides administrative transparency.

  “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 ongoing commitment to publish all business rescue documents on the company's website ensures continued information access for affected persons during this transition phase, fostering transparency.

  “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/.”

• The primary business rescue plan (BR Plan) has unequivocally failed due to the lapse of the Sale Agreements and Vision declining to grant an extension, indicating no viable path for the company to exit business rescue.

  “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.”

• As a direct consequence of the failed BR Plan, the Business Rescue Practitioners have concluded there is no reasonable prospect of rescuing the Company and have formally filed an application for provisional liquidation, effectively signaling the end for equity holders.

  “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 failure to fulfil substantial non-negotiable conditions, including the refinancing of a R2.3 billion facility for the IDC, funding a R517 million escrow for the SA Sugar Association, and providing R75 million for concurrent creditors, means significant liabilities remain unresolved and will complicate any liquidation process, likely leaving no value for shareholders.

  “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 previous rejection by shareholders of a debt-to-equity conversion proposal, forcing reliance on the now-lapsed asset sale agreements, implies a missed opportunity for a potentially less severe restructuring and highlights the inherent difficulties in achieving consensus for a viable rescue.

  “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.”