Illovo Sugar : 2016-05-25 Results of Illovo Sugar Limited General Meeting held on 25 May 2016

Microsoft Word - GM results 2016 (6) 25 May 2016.docx

(Incorporated in the Republic of South Africa) Company registration number 1906/000622/06

Share Code: ILV ISIN: ZAE000083846

RESULTS OF ILLOVO SUGAR LIMITED GENERAL MEETING HELD ON 25 MAY 2016

Shareholders are advised that, at the General Meeting ("GM") of the Company held on 25 May 2016, the special and ordinary resolutions set out in the Notice of General Meeting (which was dispatched to shareholders on 26 April 2016), were passed on a poll by the requisite majorities (being those set out in the Notice of the General Meeting in respect of each resolution).

Details of the results of the voting at the GM are set out below: Total issued shares - 460 730 557

Total number of shares present or represented at the GM, in person or by proxy - 432 823 128 shares, being 93.94% of the total issued share capital, of which 236 569 232 shares ("AOL Shares") were held by ABF Overseas Limited ("AOL").

The following table reflects the resolutions proposed at the GM as well as the voting results in respect of each of the resolutions proposed:

Total number of shares voted	Shares voted for	Shares voted against	Shares abstained
Special Resolutions
Special	Approval of the	196 246 696	189 436 227	6 810 469	7 200
Resolution Number 1	Scheme of Arrangement	being 42.59% of total issued shares	being 96.53% of the total shares voted	being 3.47% of the total	being 0% of total issued
				shares voted	shares
Special	Revocation of	432 815 928	432 806 634	9 294	7 200
Resolution Number 2	Special Resolution number 1 if the Scheme is	being 93.94% of total issued shares	being 100% of the total shares voted	Being 0% of the total shares voted	being 0% of total issued shares
	terminated
Special	Amendment of	432 815 928	426 005 459	6 810 469	7 200
Resolution Number 3	Memorandum of Incorporation	being 93.94% of total issued shares	being 98.43% of the total shares voted	being 1.57% of the total	being 0% of total issued
				shares voted	shares
Ordinary Resolutions
Ordinary	Delisting	432 815 928	432 806 634	9 294	7 200
Resolution Number 1	Resolution	being 93.94% of total issued shares	being 100% of the total shares voted	Being 0% of the total	being 0% of total issued
				shares voted	shares
Ordinary	Authorising	432 815 928	432 806 634	9 294	7 200
Resolution Number 2	Resolution	being 93.94% of total issued shares	being 100% of the total shares voted	Being 0% of the total	being 0% of total issued
				shares voted	shares

NOTES:

1. The voting rights in respect of the AOL Shares were not taken into account in the determination of the quorum and approval required in respect of Special Resolution Number 1.

2. The votes cast in respect of the AOL Shares were included in calculating the total percentage of the votes cast in favour of Special Resolution number 3, but were excluded in the calculation of the approval required in terms of Article 8 of the Company's MOI (ie, not less than 50% of the votes of the shareholders who are not members of the ABF Group who are present in person or by proxy at the meeting, in this case 96.53% voted in favor).

3. The votes cast in respect of the AOL Shares were included in calculating the total percentage of the votes cast in favour of Ordinary Resolution Number 1, but were excluded in the calculation of the approval required pursuant to section 1.15 of the JSE Listings Requirements (ie, more than 50% of the votes of all shareholders present or represented by proxy at the General Meeting, excluding any controlling shareholders, in this case 100% voted in favor).

J A Kunst Company Secretary

Ridgeside, Umhlanga 25 May 2016

Sponsor

J.P. Morgan Equities South Africa Proprietary Limited.

Financial adviser and transaction sponsor The Standard Bank of South Africa Limited