Response to Sam Sole dated 17 January 2022

Tongaat has undertaken a due diligence process on Magister Investments Limited

(“Magister”) and not only considers Magister as a suitable investor but also a strategic
shareholder due to its experience and interests in the region, which is expected to be
of significant benefit to Tongaat. Contrary to what you state, there has in fact been
little controversy around the intention by Tongaat to proceed with a rights offer partially
underwritten by Magister and/or Magister’s links to the Rudland family. Most of the
concern rather, has been around the size of the rights offer, control and the potential
dilutive effect on existing shareholders who may not wish or are unable to follow their
rights. This is understandable, but perhaps unavoidable given Tongaat’s financial
situation.

Magister is a Mauritian investment holding company controlled by a Board of Directors

who act in the best interests of the numerous entities it has investments in, being both
in listed public companies and in the private sphere. We employ high levels of
corporate governance in all businesses we are invested in and we believe this
contributes to their sustainable success. I am the founder and promotor of Magister
and have over 20 years business experience across various sectors, from co-founding
a transport company in 1998, I now have diversified interests across many sectors
and industries in Southern Africa.

All of Magister’s investments, like Tongaat, faced an uncertain future and are being
turned around into successful businesses. Magister has seen an opportunity to make
a strategic investment into Tongaat, a company that is by no means in a strong position
and it requires hard decisions to be made to turn around its fortunes. With Tongaat’s
largest operating business being in Zimbabwe, our local knowledge of the landscape
and operating environment will be of significant benefit to Tongaat. Magister believes
that the turnaround of Tongaat will take time. However, we are confident that it will
happen successfully under the current board and management team, and that
shareholders and stakeholders who have lost their value over recent years will see
light and we believe, a positive return at the end of the process.

To clarify confusion around the extent of the “Magister Group’s” involvement in the
transaction, please note that the partial underwrite by Magister, is a transaction solely
between Tongaat and Magister, not the “Magister Group”. The agreement governing
the transaction, being the Underwriting, Subscription and Relationship Agreement,
broadens the restrictions and undertakings placed upon Magister (such as non-
compete) to the defined “Magister Group”. This was a requirement of Tongaat aimed
at widening restrictions placed upon entities related to the Rudland family in order to
regulate their relationship with Tongaat. Magister’s underwriting obligations have
nothing to do with any other entity.

Magister’s funding arrangements are proprietary and confidential, suffice to state that
Magister has provided Tongaat with a bank guarantee issued by The Standard Bank
of South Africa to support its underwriting commitments and, as such, this has gone
through and passed all banking regulatory processes such as KYC and AML
requirements. Whilst it may be salacious to allege that the transaction is funded by
proceeds of illegal cigarette sales, there is absolutely no substance to this.
Furthermore, there is no substance to allegations of state capture in Zimbabwe by the
Rudland family. The reports and links have been published without evidence, compiled
based on internet research and we have never been interviewed nor commented on
any such allegations. Such reporting is unprofessional, reckless and extremely
damaging, and stands wrongfully to threaten economies and livelihoods to which our
businesses significantly contribute. The Rudland family has operated in Zimbabwe
successfully for many generations, are proudly Zimbabwean and committed to building
and protecting their interests and their employees’ interests with integrity and
commitment.

Magister has no involvement or interest in Gold Leaf Tobacco Corporation, nor does
Gold Leaf Tobacco Corporation have anything to do with the transaction between
Magister and Tongaat. We do not represent Gold Leaf and as such your allegations
against that company and queries should be directed to them. Should you wish to
engage Gold Leaf Tobacco Corporation please contact Mr. Saint
at raees@saintlaw.co.za.

• Hamish Rudland, Magister Investments Limited