ANNUAL FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2019

AVAILABILITY OF DOCUMENTS	2
DECLARATION BY THE GROUP COMPANY SECRETARY	2
PREPARATION OF FINANCIAL STATEMENTS	2
AUDIT COMMITTEE'S REPORT TO STAKEHOLDERS	3
DIRECTORS' REPORTS	6
SHAREHOLDER ANALYSES	9
EXTERNAL AUDITOR'S REPORTS	18
BASIS OF REPORTING AND SIGNIFICANTACCOUNTING POLICIES	21
FINANCIAL STATEMENTS	29
ADMINISTRATION	100

AVAILABILITY OF DOCUMENTS

These annual financial statements are available electronically at https://www.aeciworld.com/reports/ar-2019/pdf/full-afs.pdf. The integrated annual report is also available on the Company's website (https://www.aeciworld.com/reports/ar-2019/pdf/full-iar.pdf) as is the Notice of Annual General Meeting of shareholders scheduled to be held on 26 May 2020 (https://www.aeciworld.com/reports/ar-2019/pdf/agm-notice.pdf). Stakeholders are advised that they are entitled to request printed copies of all or any of these documents by contacting the Group Company Secretary, in writing, as follows: EN Rapoo, Group Company Secretary, AECI Ltd, Private Bag X21, Gallo Manor, 2052; [email protected] or [email protected].

DECLARATION BY THE GROUP COMPANY SECRETARY

I hereby confirm that AECI Ltd has lodged with the Registrar of Companies all such returns in respect of the year under review as are required of a public company in terms of the Companies Act, and that all such returns are, to the best of my knowledge and belief, true, correct and up-to-date.

Nomini Rapoo Group Company Secretary

Woodmead, Sandton 24 February 2020

PREPARATION OF FINANCIAL STATEMENTS

The Group consolidated financial statements and the Company financial statements were published on 25 February 2020 and are for the year ended 31 December 2019. These comprise the Audit Committee's report to stakeholders, the Directors' report, the Declaration by the Group Company Secretary, the External Auditor's Report, the Basis of Reporting and Significant Accounting Policies, and the financial statements.

These financial statements have been audited as required by the Companies Act and their preparation was supervised by the Chief Financial Officer, Mr KM Kathan CA(SA), AMP (Harvard).

AUDIT COMMITTEE'S REPORT TO STAKEHOLDERS

Dear stakeholders

This report is provided by the Audit Committee ("the Committee") appointed in respect of the 2019 financial year of AECI Ltd. This report incorporates the requirements of the Companies Act, other regulatory requirements and King IV principles. The Committee's operation is guided by detailed terms of reference that are informed by the Companies Act and King IV and were approved by the Board.

MEMBERSHIP

The Committee was nominated by the Board in respect of the 2019 financial year and its members were confirmed by shareholders at the AGM held on 29 May 2019. Shareholders will be requested to confirm the appointment of the members of the Committee presenting themselves for re-election for the 2020 financial year at the AGM scheduled for 26 May 2020.

The Committee comprises solely Independent Non-executive Directors. Abridged biographies of these Directors are published at:

https://www.aeciworld.com/about-leadership.php

Members in the period were:

› PG Sibiya (appointed Chairman on 28 October 2019)
› FFT De Buck (appointed on 28 November 2019)
› GW Dempster (resigned on 29 May 2019)
› G Gomwe (Chairman until 28 October 2019)
› AJ Morgan

The Chief Executive, the Chief Financial Officer, the Group Financial Manager, the External Auditor and Internal Audit attend by invitation, as does the Group Tax Manager as required.

Mr Morgan has served on the Committee since 2010. He has indicated his intention to resign from the Board and relinquish all related responsibilities at the upcoming AGM. The Committee thanks him for his service and guidance during his tenure.

Mr Gomwe joined the Committee in 2015 and served as Chairman from September 2017 to October 2019, when Ms Sibiya succeeded him. He remains a Committee member. Ms De Buck was appointed in November 2019.

PURPOSE

The purpose of the Committee is to:

› assist the Board in overseeing the quality and integrity of the Company's integrated reporting process, specifically as it relates to the financial statements, and announcements in respect of the financial results, thereby enhancing the credibility of financial reporting and providing a channel for communication between the Board, the Internal and External Auditors and management;

› ensure that an effective control environment in the AECI Group is maintained by supporting the Board in the discharge of its duties relating to the safeguarding of assets, the operation of adequate systems and controls, the integrity of financial statements and reporting and related risk management;
› provide the Company's Financial Director, the External Auditor and the Head of Internal Audit with unrestricted access to the Committee and its Chairman, as required, in relation to any matter falling within the remit of the Committee;
› meet with the External Auditor, Senior Managers, Executives and Executive Directors as the Committee may elect;
› review and recommend to the Company's Board, for approval, the Company's unaudited interim financial results for the half-year to 30 June;
› review and recommend to the Company's Board, for approval, the Company's audited financial statements for the financial year to 31 December;
› oversee the activities of, and ensure coordination between, the activities of the Internal and External Auditors;

Five meetings were held in the year. Dates and attendance were as follows:

DIRECTOR	22 FEB	22 MAY	16 JUL 1	19 JUL	23 NOV
GW Dempster (resigned from the Committee on 29 May 2019)	✓	✓	—	—	—
MA Dytor*	✓	✓	✓	✓	✓
G Gomwe (Chairman until 28 October 2019)	✓	✓	✓	✓	✓
KM Kathan *	✓	✓	✓	✓	✓
AJ Morgan	✓	✓	✓	✓	✓
PG Sibiya (Chairman from 28 October 2019)	✓	✓	✓	✓	✓

1 Special meeting.

* By invitation.

› perform duties that are assigned to it by the Companies Act and as governed by other legislative requirements, including the statutory Audit Committee functions required for some subsidiary companies;
› receive and deal with any complaints concerning accounting practices, the Internal Audit function or the content and audit of financial statements or related matters;
› conduct annual reviews of the Committee's work and terms of reference and make recommendations to the Board to ensure that the Committee operates at maximum effectiveness; and
› assess the performance and effectiveness of the Committee and its members on a regular basis.

In addition, the Chairman of the Committee meets regularly with the Head of Internal Audit without the External Auditor, other Executive Board members or the Company's Financial Director being present.

EXECUTION OF FUNCTIONS

The Committee executed its duties and responsibilities during the 2019 financial year in accordance with its terms of reference as they relate to the Group's accounting, internal auditing, internal control, and integrated reporting practices, specifically relating to the financial statements, and pursuant to the provisions of the JSE Listings Requirements.

During the year under review:

In respect of the External Auditor and the external audit, the Committee among other matters:

› nominated Deloitte & Touche as the External Auditor to shareholders for appointment as auditor for the financial year ended 31 December 2019, and ensured that the appointment complied with all applicable legal and regulatory requirements for the appointment of an auditor. The Committee confirms that the auditor is accredited by the JSE;
› approved the external audit engagement letter, the audit plan and the budgeted audit fees payable to the External Auditor;
› reviewed the audit, evaluated the effectiveness of the auditor, its independence and evaluated the External Auditor's internal quality control procedures;
› obtained an annual written statement from the auditor that its independence was not impaired;
› obtained assurance that no member of the external audit team was hired by the Company or its subsidiaries during the year;
› obtained assurances from the External Auditor that adequate accounting records were being maintained by the Company and its subsidiaries;
› applied a policy setting out the categories of non-audit services that the External Auditor may or may not provide, split between permitted, permissible and prohibited services;
› approved all non-audit services with Deloitte & Touche from its appointment onwards;

› considered whether any Reportable Irregularities were identified and reported by the External Auditor in terms of the Auditing Profession Act, No. 26 of 2005, and determined that there were none.

The Committee is satisfied with the quality of the external audit in relation to the audit quality indicators.

In respect of the financial statements, the Committee among other matters:

› confirmed the going concern as the basis of preparation of the interim and annual financial statements;
› reviewed compliance with the financial conditions of loan covenants and determined that the capital of the Company was adequate;
› examined and reviewed the interim and annual financial statements, as well as all financial information disclosed to stakeholders, prior to submission to and approval by the Board;
› ensured that the financial statements fairly present the financial position of the Company and of the Group as at the end of the financial year and the results of operations and cash flows for the financial year, and considered the basis on which the Company and the Group were determined to be going concerns;
› considered accounting treatments, significant unusual transactions and accounting judgements;
› considered the appropriateness of the Accounting Policies and adopted any changes thereto;
› ensured that the Company has established appropriate financial reporting procedures, and that those procedures are operating effectively;
› reviewed the External Auditor's audit report;
› reviewed the representation letter relating to the Group financial statements, which was signed by management;
› considered any problems identified and reviewed any significant legal and tax matters that could have a material impact on the financial statements; and
› met separately with management, the External Auditor and the Head of Internal Audit.

In respect of internal control and Internal Audit, including ad hoc investigations, the Committee among other matters:

› reviewed and approved the Internal Audit charter and annual audit plan and evaluated the independence, effectiveness and performance of the Internal Audit function and compliance with its charter;
› considered the reports of the Internal Auditor and the External Auditor on the Group's systems of internal control including financial controls, business risk management and the maintenance of effective internal control systems;
› received assurance that proper and adequate accounting records were maintained and that the systems safeguarded the assets against unauthorised use or disposal thereof;
› reviewed significant issues raised by the internal audit processes and the adequacy of corrective actions in response to significant internal audit findings; and
› based on the above, the Committee formed the opinion that there were no material breakdowns in internal control, including financial controls, business risk management and maintenance of effective material control systems.

In respect of risk management and IT, the Committee, insofar as relevant to its functions:

› considered the reports of Internal Audit and the External Auditor insofar as these were relevant to risk management and IT and could have an impact on financial controls, and ensured that the related management action plans were adequate;
› reviewed the progress made by management on the IT general control environment, which has received significant attention, and agrees that this area is of critical importance to the Group and focus must be maintained to ensure delivery of the enhancements in this key area. This will enable reliance on general IT controls and a more efficient audit approach to be adopted by the External Auditor;
› agreed that whilst a formal combined assurance model is not yet in place, embedding and strengthening the strategic and operational risk management environment is a key process to ensure that a solid foundation is laid for the development of a formal combined assurance model; and
› reviewed and considered feedback from the Financial Review and Risk Committees' meetings, including those that related to risk management and IT.

In respect of legal and regulatory requirements to the extent that these may have an impact on the financial statements, the Committee:

› monitored complaints received via the Group's whistle-blowing service, including complaints or concerns regarding accounting matters, Internal Audit, internal accounting controls, contents of the financial statements, potential violations of the law and questionable accounting or auditing matters; and
› considered reports provided by management, Internal Audit and the External Auditor regarding compliance with legal and regulatory requirements.

In respect of the coordination of assurance activities, the Committee reviewed the plans and work outputs of the external and internal auditors and concluded that these were adequate to address all significant financial risks facing the business.

Considered the appropriateness of the experience and expertise of the Chief Financial Officer and Financial Director and his Finance team and concluded that these were appropriate.

Considered the appropriateness of the experience and expertise and the effectiveness of the Head of Internal Audit and concluded that both his experience and expertise were appropriate.

The Committee has noted the following additions to its duties in terms of the JSE Listings Requirements amendment that took effect on 2 December 2019, and will address fulfilment of these duties in its 2020 work plan: to consider all entities included in the consolidated Group IFRS financial statements, to ensure that it has access to all the financial information, to allow the Company to effectively prepare and report on the financial statements of the Group.

CHANGE IN INTERNAL AUDIT MODEL

For the last number of years, the AECI Group's Internal Audit function operated as an in-house resource. The Audit Committee, assisted by the Executive Committee, reviewed this arrangement and concluded that a change to a co-sourcing model was appropriate.

The Group has diversified its geographic footprint extensively in recent years. This has resulted in a corresponding increase in complexity in governance matters such as auditing owing to differences in language, culture and regulatory requirements. As a consequence, the need for in-country specialist knowledge became evident. Accordingly, and at the conclusion of a detailed and rigorous process, PricewaterhouseCoopers ("PwC") was appointed as AECI's co-sourced Internal Audit partner, with effect from 1 October 2019. A core group of Internal Audit Managers remained with AECI and the balance of the team transferred to PwC.

KEY AUDIT MATTER

The Committee noted the key audit matter set out in the External Auditor's Report, as follows:

› the impairment assessment of goodwill amounts and indefinite life intangible assets that arose on the acquisition of Schirm GmbH and Much Asphalt (Pty) Ltd.

The Committee has considered and evaluated this matter and is satisfied that it is represented correctly.

INDEPENDENCE OF THE EXTERNAL AUDITOR

The Committee is satisfied that Deloitte & Touche is independent of the Company and the Group after taking the following factors into account:

› representations made by Deloitte & Touche to the Committee;
› the Committee's review of the performance of the External Auditor and consequently nominated, for approval at the forthcoming AGM, Deloitte & Touche as the External Auditor for the 2020 financial year;
› the auditor does not, except as External Auditor or in rendering permitted non-audit services, receive any remuneration or other benefits from the Company (please refer to "Non-Audit Service Fees" below, and the Company's Non-Audit Services Policy, in particular. This is available at https://www.aeciworld.com/pdf/ policies/non-audit-services-policy.pdf;
› this is Deloitte & Touche's second year of appointment as External Auditor;
› the designated external audit partner has served for the same period; and
› in accordance with the criteria specified for independence by the Independent Regulatory Board for Auditors and international regulatory bodies.

NON-AUDIT SERVICE FEES

Deloitte & Touche was nominated as External Auditor by the Committee and appointed as External Auditor by shareholders at the AGM held on 29 May 2019.

Prior to appointment as External Auditor, Deloitte & Touche provided certain non-audit services to the Company. This work included a review of the Group's sustainability reporting, consulting services on the Group's innovation projects (the latter services were phased out in the first half of 2019), advisory services on government incentive programmes (which commenced prior to the appointment as External Auditor and in respect of which Deloitte & Touche no longer provides services) and sundry benchmarking and survey consulting. The auditor's independence was not impaired by this consultancy, advisory or other work undertaken.

All the service assignments still in progress at the time of Deloitte & Touche being appointed as External Auditor have now been completed. All services, other than those carried over and now complete, previously performed which could potentially have impaired the independence of Deloitte & Touche were transferred to other service providers. All new non-audit services performed by Deloitte & Touche during 2019 complied with the Company's Non-Audit Services Policy in terms of the type of service provided as well as the quantum thereof. The Committee, in line with this Policy, approved all non-audit services performed by Deloitte & Touche during the year. All non-audit services are pre-approved by Deloitte & Touche in accordance with their independence policy framework.

ANNUAL FINANCIAL STATEMENTS

Following the review by the Committee of the annual financial statements of AECI Ltd for the year ended 31 December 2019, the Committee is of the view that in all material respects they comply with the relevant provisions of the Companies Act and IFRS and fairly present the Group and Company financial position at that date and the results of operations and cash flows for the year then ended.

Having met its obligations, the Committee recommended the annual financial statements for the year ended 31 December 2019 for approval to the AECI Board on 24 February 2020.

The Board has approved this report, which will be open for discussion at the forthcoming AGM.

On behalf of the Audit Committee

Philisiwe Sibiya Chairman

Woodmead, Sandton 24 February 2020

DIRECTORS' REPORT

The Directors have pleasure in submitting their report together with the consolidated and separate financial statements for the year ended 31 December 2019.

NATURE OF BUSINESS

PROFILE AND STRATEGY

AECI is a diversified Group of 16 companies. It has regional and international businesses in Africa, Europe, Asia's South Eastern region, North America, South America and Australia. Products and services are provided to a broad spectrum of customers in the mining, water treatment, plant and animal health, food and beverage, infrastructure and general industrial sectors.

The Group's strategy is to be the supplier of choice in the markets in which it operates and to continue to grow domestically as well as through ongoing expansion of its footprint within the geographies and markets served. In line with this strategy, businesses are managed in five growth pillars: Mining Solutions (AEL Intelligent Blasting, Experse and Senmin), Water & Process (ImproChem), Plant & Animal Health (Nulandis and Schirm), Food & Beverage (Lake Foods and Southern Canned Products), and Chemicals (Chemfit, Chemical Initiatives, ChemSystems, Industrial Oleochemical Products, Much Asphalt and SANS Technical Fibers). Included in this pillar is the Specialty Minerals South Africa joint venture.

These pillars are AECI's key operating segments.

AECI also has a property division, Acacia Real Estate. Its main activities are the management of the Company's leasing portfolio and the provision of services at the Umbogintwini Industrial Complex in KwaZulu-Natal. Together with Head Office support functions, including the treasury, Acacia Real Estate constitutes the Group's sixth reporting segment, namely Property & Corporate.

All business activities are underpinned by the Group's BIGGER values — of being Bold, Innovative, Going Green and being Engaged and Responsible.

MINING SOLUTIONS

These businesses provide a mine-to-mineral solution for the mining sector internationally. The offering includes surfactants for explosives manufacture, commercial explosives, initiating systems and blasting services right through the value chain to chemicals for ore beneficiation and tailings treatment.

WATER & PROCESS

ImproChem provides integrated water treatment and process chemicals, and equipment solutions, for a diverse range of applications in Africa. These include, inter alia, public and industrial water, desalination and utilities.

PLANT & ANIMAL HEALTH

Nulandis manufactures and supplies an extensive range of crop protection products, plant nutrients and services for the agricultural sector in Africa.

Schirm, based in Germany, is a contract manufacturer of agrochemicals and fine chemicals with a European and US footprint. It is the premier provider of external agrochemical formulation services in Europe.

FOOD & BEVERAGE

The businesses in this pillar supply ingredients and commodities to the dairy, beverage, wine, meat, bakery, health and nutrition industries.

The other main activity is the manufacture and distribution of a broad range of juice-based products and drinks, including formulated compounds, fruit concentrate blends and emulsions.

CHEMICALS

AECI's Chemicals businesses supply chemical raw materials and related services for use across a broad spectrum of customers in the manufacturing, infrastructure and general industrial sectors, mainly in South Africa and in other Southern African countries. SANS Technical Fibers is based in the USA.

AECI was registered as a company in South Africa in 1924 and has been listed on the JSE since 1966. The Company reported a profit for the year ended 31 December 2019 of R1,3 billion after tax. At the end of 2019 its market capitalisation was R13 billion and it had 7 506 employees.

INTERESTS OF DIRECTORS, THE DIRECTOR OF A MAJOR SUBSIDIARY, THE GROUP COMPANY SECRETARY AND PRESCRIBED OFFICERS IN ORDINARY SHARES

At 31 December 2019 the Directors, the Director of a major subsidiary (viz. AECI Mining Solutions Ltd), the Group Company Secretary and the Prescribed Officers had direct beneficial interests in the Company's ordinary share capital as set out on the facing page. None of their associates (as defined in terms of the JSE Listings Requirements) had any interests. No individual's direct beneficial interests changed between the end of the financial year and the publication of the annual financial statements on 25 February 2020 and none of them have any interests in the Company's preference shares.

No Non-executive Director has been granted options or shares. The Executive Directors, the Director of AECI Mining Solutions, the Group Company Secretary and the Prescribed Officers have been issued long-term incentive benefits as disclosed in note 31 to the financial statements.

BORROWING POWERS

In terms of its MOI the Company has unlimited borrowing powers.

INTERESTS IN ORDINARY SHARES

	2019Direct	2019Indirect	2018Direct	2018Indirect
EXECUTIVE DIRECTORS
MA Dytor	105 097	—	83 291	—
KM Kathan	94 814	—	78 873	—
	199 911	—	162 164	—
DIRECTOR OF AECI MINING SOLUTIONS LTD,A MAJOR SUBSIDIARY
EE Ludick	9 250	—	8 240	—
	9 250	—	8 240	—
Prescribed Officers
MVK Matshitse *	—	—	13 364	—
DK Murray	10 487	—	5 639	—
DJ Mulqueeny	8 578	—	—	—
	19 065	—	19 003	—
GROUP COMPANY SECRETARY
EN Rapoo	8 223	—	4 145	—
	8 223	—	4 145	—
	236 449	—	193 552	—

* Retired on 31 January 2019.

GOING CONCERN

The financial statements have been prepared using appropriate accounting policies, supported by reasonable and prudent judgements and estimates. The Directors are of the opinion that the Company and its subsidiaries, joint ventures and associates have adequate resources to continue as going concerns in the foreseeable future.

SHARE CAPITAL AND SHARE PREMIUM

The issued share capital of the Company is 121 829 083 listed ordinary shares of R1 each (2018: 121 829 083 shares), 10 117 951 unlisted redeemable convertible B ordinary shares of no par value (2018: 10 117 951 shares) and 3 000 000 listed 5,5% cumulative preference shares of R2 each (2018: 3 000 000 shares).

STRATE

The dematerialisation of the Company's issued shares commenced in July 2001. Shares still in paper form are no longer good for delivery and will need to be dematerialised before participation in any transaction.

Shareholders may direct any enquiries in this regard to the Company's Transfer Secretaries on telephone number +27 (0) 861 100 950 in South Africa, or +44 (0) 870 889 3176 in the United Kingdom.

An interim ordinary cash dividend of 156 cents was declared on 23 July 2019 and was paid on 2 September 2019.

A final ordinary cash dividend of 414 cents was declared on 24 February 2020 and will be paid on 6 April 2020.

Preference share dividends were paid on 14 June 2019 and on 13 December 2019. See note 26 to the financial statements for details in this regard.

CHANGES TO THE BOARD

The following changes in Non-executive Directors were announced during the year:

RESIGNATIONS

› Mr Graham Dempster, with effect from 30 September 2019;
› Ms Zellah Fuphe, with effect from 26 November 2019.

APPOINTMENTS

› Ms Fikile De Buck, with effect from 1 June 2019;
› Messrs Steve Dawson and Walter Dissinger, with effect from 1 January 2020.

DIRECTORATE AND SECRETARY

Details of the Directorate and Secretary of the Company are available at:

https://www. aeciworld.com/about-leadership.php

In terms of the Company's MOI Mr KM Kathan, Dr KDK Mokhele and Adv R Ramashia retire by rotation at the forthcoming AGM and, being eligible, offer themselves for re-election.

As already indicated, Ms De Buck was appointed to the Board on 1 June 2019 and the appointments of Messrs Dawson and Dissinger took effect on 1 January 2020, after the reporting date.

MAJOR SHAREHOLDERS

Details of the interests of shareholders who hold beneficial interests equal to or in excess of 5% of the Company's ordinary share capital are included in note 13 to the financial statements.

SPECIAL RESOLUTIONS

The Company passed the following resolutions at the AGM held on 29 May 2019:

1. to approve the annual fees payable by the Company to its Non-executive Directors;
1. to grant the Directors a general authority to repurchase the Company's issued shares; and
1. to grant the Directors the authority to cause the Company to provide financial assistance to any company or other legal entity which is related or inter-related to the Company.

MATERIAL CHANGES

There have been no material changes in the financial or trading position of the Company and its subsidiaries since 31 December 2019.

REGULATORY INTERACTION

The Group is involved in various legal proceedings and is in consultation with its legal counsel, assessing the outcome of these proceedings on an ongoing basis. As proceedings progress, the Group's management makes provision in respect of legal proceedings where appropriate. Litigations, current or pending, are not likely to have a material adverse effect on the Group.

INTERESTS OF DIRECTORS, DIRECTORS OF MAJOR SUBSIDIARIES, THE GROUP COMPANY SECRETARY AND PRESCRIBED OFFICERS

During 2019 no contracts were entered into in which the above individual/s had an interest and which significantly affected the business of the Group. The same individual/s had no interests in any third party or company responsible for managing any of the business activities of the Group.

REMUNERATION AND EMPLOYEE INCENTIVE PARTICIPATION SCHEMES

Full details regarding the remuneration and participation in the Group's long-term incentive schemes by the Company's Executive Directors, the Director of a major subsidiary, the Group Company Secretary and Prescribed Officers are disclosed in note 31 to the financial statements.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors accept full responsibility for the accuracy of the information given and certify that, to the best of their knowledge and belief:

› there are no facts that have been omitted which would make any statement false or misleading;
› all reasonable enquiries to ascertain such facts have been made; and
› this statement contains all information required by law and the JSE Listings Requirements.

The Directors acknowledge that their responsibility includes:

› ensuring that internal controls relevant to the preparation and fair presentation of these financial statements that are free from material misstatement, whether due to fraud or error, are appropriately designed, implemented and maintained;
› selecting and applying appropriate accounting policies; and
› making accounting estimates that are reasonable in the circumstances.

The Directors' responsibility also includes ensuring that adequate accounting records and an effective system of risk management are maintained.

After giving due, careful and proper consideration to these responsibilities, the Directors believe that their obligations under this statement have been met.

APPROVAL OF CONSOLIDATED AND SEPARATE ANNUAL FINANCIAL STATEMENTS

The consolidated and separate annual financial statements of the Company were approved by the Board of Directors on 24 February 2020 and were signed on that date by:

Mark Dytor Mark Kathan Chief Executive Chief Financial Officer

Woodmead, Sandton 24 February 2020

SHAREHOLDER ANALYSES

1. ANALYSIS OF REGISTERED ORDINARY SHAREHOLDERS AND COMPANY SCHEMES

Source: J.P. Morgan Cazenove

ORDINARY SHAREHOLDERS

REGISTERED SHAREHOLDER SPREAD

In accordance with the JSE Listings Requirements, the following table confirms that on 27 December 2019 the spread of registered shareholders, as detailed in the integrated report and accounts, was:

	Numberof holders	% of totalshareholders	Numberof shares	% ofissued capital
SHAREHOLDER SPREAD
1 – 1 000 shares	3 916	69,93	1 146 681	0,94
1 001 – 10 000 shares	1 131	20,20	3 486 716	2,86
10 001 – 100 000 shares	381	6,80	13 174 987	10,81
100 001 – 1 000 000 shares	154	2,75	53 727 912	44,11
1 000 001 shares and above	18	0,32	50 292 787	41,28
TOTAL	5 600	100,00	121 829 083	100,00

PUBLIC AND NON-PUBLIC SHAREHOLDINGS

Within the shareholder base, we are able to confirm the split between public shareholdings the holdings of Directors1/Company-related schemes as being:

	Numberof holders	% of totalshareholders	Numberof shares	% ofissued capital
SHAREHOLDER TYPE
Public	5 592	99,86	109 707 935	90,05
Non-public	8	0,14	12 121 148	9,95
Treasury	1	0,02	11 884 699	9,76
Directors1/related holdings	7	0,13	236 449	0,19
TOTAL	5 600	100,00	121 829 083	100,00

1 Includes Company Directors, the Director of a major subsidiary, the Group Company Secretary and Principal Officers.

2. SUBSTANTIAL INVESTMENT MANAGEMENT AND BENEFICIAL INTERESTS

SUBSTANTIAL INVESTMENT MANAGEMENT AND BENEFICIAL INTERESTS ABOVE 3%

Through regular analysis of STRATE registered holdings, and pursuant to the provisions of section 56 of the Companies Act, the following shareholders held directly and indirectly equal to or in excess of 3% of the issued share capital as at 27 December 2019:

INVESTMENT MANAGEMENT SHAREHOLDINGS	Total
	shareholding	% of
	(number of shares)	issued capital
INVESTMENT MANAGER
Allan Gray	18 008 013	14,78
PIC	11 955 154	9,81
PSG Asset Management	11 151 112	9,15
Kagiso Asset Management	7 237 542	5,94
Dimensional Fund Advisors	5 306 921	4,36
AECI Community Education and Development Trust	4 426 604	3,63
Investec Asset Management	4 059 837	3,33
The Vanguard Group	3 821 460	3,14
Sanlam Investment Management	3 770 162	3,09
TOTAL	69 736 805	57,24

2. SUBSTANTIAL INVESTMENT MANAGEMENT AND BENEFICIAL INTERESTS CONTINUED

INVESTMENT MANAGEMENT SHAREHOLDING POSITIONS ABOVE 3% WITH 12-MONTH CHANGE

	shareholding(number of shares)	% ofissued capital
Government Employees Pension Fund ("PIC")	11 603 556	9,52
Allan Gray Balanced Funds	5 662 971	4,65
PSG Flexible Fund	4 907 426	4,03
AECI Community Education and Development Trust	4 426 604	3,63
TOTAL	26 600 557	21,83

BENEFICIAL SHAREHOLDING POSITIONS ABOVE 3% WITH 12-MONTH CHANGE

2. SUBSTANTIAL INVESTMENT MANAGEMENT AND BENEFICIAL INTERESTS CONTINUED

PREVIOUSLY DISCLOSED HOLDINGS

INVESTMENT MANAGERS NOW HOLDING BELOW 3%

	Total
	shareholding	% of
	(number of shares)	issued capital	Previous %
INVESTMENT MANAGERN/A	—	—	—
TOTAL	—	—	—

BENEFICIAL OWNERS NOW HOLDING BELOW 3%
	Totalshareholding	% of
	(number of shares)	issued capital	Previous %
BENEFICIAL OWNER
N/A	—	—	—
TOTAL	—	—	—

3. GEOGRAPHIC SPLIT OF ORDINARY SHAREHOLDERS

GEOGRAPHIC SPLIT OF INVESTMENT MANAGERS AND COMPANY-RELATED HOLDINGS

	Totalshareholding(number of shares)	% ofissued capital
REGION
South Africa	83 679 128	68,69
USA and Canada	18 257 860	14,99
United Kingdom	2 396 189	1,97
Rest of Europe	1 252 119	1,03
Rest of the world	16 243 787	13,32
TOTAL	121 829 083	100,00

GEOGRAPHIC SPLIT OF BENEFICIAL SHAREHOLDERS Total

	shareholding	% of
	(number of shares)	issued capital
REGION
South Africa	83 859 722	68,83
USA and Canada	17 734 453	14,56
United Kingdom	2 020 143	1,66
Rest of Europe	2 698 115	2,21
Rest of the world	15 516 650	12,74
TOTAL	121 829 083	100,00

4. SHAREHOLDER CATEGORIES

An analysis of beneficial shareholdings, supported by the section 56 enquiry process, confirmed the following beneficial shareholder types:

BENEFICIAL SHAREHOLDER CATEGORIES	Total
	shareholding(number of	% of issued
	shares)	capital
CATEGORY
Unit trusts/mutual funds	51 471 937	42,25
Pension funds	33 084 447	27,16
Black Economic Empowerment	5 596 271	4,59
Insurance companies	3 464 474	2,84
Private investor	3 290 563	2,70
Trading position	1 969 683	1,62
Exchange-traded fund	902 427	0,74
Custodians	695 615	0,57
Hedge fund	481 276	0,40
University	418 853	0,34
Medical aid scheme	418 393	0,34
Sovereign wealth	352 161	0,29
Local authority	239 467	0,20
Charity	228 980	0,19
Private equity	73 688	0,06
Remainder	19 140 848	15,71
TOTAL	121 829 083	100,00

BENEFICIAL SHAREHOLDERS SPLIT BY CATEGORY (%)

42,2527,16	Unit trustsPension funds
4,59	Black Economic Empowerment
2,84	Insurance companies
2,70	Private investor
1,62	Trading position
18,47	Remainder

5. ANALYSIS OF INVESTMENT STYLES

Analysis into institutional attributes broadly indicates the following split of investment approach within the shareholder base:

ANALYSIS OF INVESTMENT STYLES (%)

18,55	Value
18,32	Index
15,35	Deep value
13,60	Growth1,14Growth at a reasonable price ("GARP")12,46 Growth excluding GARP
8,13	Quantitative
4,59	Black Economic Empowerment
2,81	Hedge fund
2,09	Trading position
1,85	Retail
14,71	Remainder