UNAUDITED CONDENSED CONSOLIDATED INTERIM RESULTS

for the period ended 31 December 2016

Performance summary

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★ Import origins★ Export destinations

Target markets

32% Revenue increased to R823 million

(December 2015: R626 million)

34% Headline earnings per share increased to 37,9 cents pershare

(December 2015: 28,4 cents per share)

4cents Ordinary dividend per share declared

(December 2015: nil)

62% Operating profit increased to R97 million

(December 2015: R60 million)

60% Headline earnings increased to R61 million

(December 2015: R38 million)

38% Net debt to equity (gearing ratio) improved

(December 2015: 47%)

Registered office: First floor, The Oval West, Wanderers Office Park, 52 Corlett Drive, Illovo, 2196 Transfer secretaries: Computershare Investor Services Proprietary LimitedDirectors: MS Teke* (chairman), L Lynch (chief executive officer), JJT Ferreira (group financial director), E van der Merwe*, SS Mafoyane *# (lead independent director), MM Dyasi*#, DM Mncube*#, JR Winer*, MG Mokoka*#

* Non-executive # IndependentCompany secretary: CorpStat Governance Services Proprietary LimitedPrepared by: Commentary: L Lynch and JJT Ferreira, financial results: JJT FerreiraSponsor: Grindrod Bank LimitedRegistered auditors: SizweNtsalubaGobodo IncorporatedInvestor relations: Singular Systems Proprietary Limited

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Unaudited condensed consolidated statement of financial position as at 31 December 2016

Unauditedas at

31 Dec 2016R’000

Unauditedas at

31 Dec 2015R’000

Auditedas at

30 Jun 2016R’000

ASSETS Non-current assets 409 097 425 359 407 857 Property, plant and equipment 135 669 159 805 133 661 Intangible assets and goodwill 273 428 265 554 274 196 Current assets 804 806 614 760 691 546 Inventories 373 835 274 098 343 630 Trade and other receivables 374 981 286 741 297 663 Cash and cash equivalents 55 990 53 921 50 253

Total assets 1 213 903 1 040 119 1 099 403

EQUITY AND LIABILITIES Capital and reserves 601 795 489 531 550 535

Stated capital 208 588 210 888 208 588 Treasury shares (868) (868) (868)Retained income 382 388 266 762 331 056 Reserves 4 103 5 888 4 662 Non-controlling interest 7 584 6 861 7 097 Non-current liabilities 294 401 280 468 248 668

Interest-bearing loans 265 098 248 653 220 269 Deferred tax liability 26 212 28 837 25 563 Provisions 3 091 2 978 2 836 Current liabilities 317 707 270 120 300 200

Trade and other payables 295 586 233 718 275 239 Interest-bearing loans 19 660 34 987 23 295 Current tax liability 2 461 1 415 1 666

Total equity and liabilities 1 213 903 1 040 119 1 099 403

Information related to the number of shares in issue as at 31 December 2016 Total shares in issue (‘000) 161 942 161 942 161 942 Treasury shares (‘000) (641) (641) (641)Shares in issue excluding treasury shares (‘000) 161 301 161 301 161 301 Weighted number of shares in issue (‘000)* 161 301 134 634 147 967

* The increase in shares relates to the 53.3 million shares issued on 1 October 2015. The shares were weighted for six months and nine months for the December 2015 and June 2016 periods respectively.

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Unaudited condensed consolidated statement of comprehensive income for the period ended 31 December 2016

Unaudited as at

31 Dec 2016R’000

Unauditedas at

31 Dec 2015R’000

Auditedas at

30 Jun 2016R’000

Revenue 823 386 625 684 1 363 547

Cost of sales (636 657) (479 566) (1 055 478)

Gross profit 186 729 146 118 308 069

Other income 6 082 1 153 12 398

Operating expenses (95 434) (87 185) (183 339)

Operating profit 97 377 60 086 137 128

Finance income 1 095 266 1 293

Finance costs (15 463) (9 381) (29 208)

Profit before tax 83 009 50 971 109 213

Tax (21 475) (12 305) (29 175)

Profit for the period 61 534 38 666 80 038

Other comprehensive income:

Exchange differences from translating foreign operations (559) – (685)

Total comprehensive income for the period 60 975 38 666 79 353

Profit for the period attributable to:

Equity holders of the parent 61 047 38 113 78 477

Non-controlling interest 487 553 1 561

Reconciliation of earnings and headline earningsfor the period ended 31 December 2016

Earnings 61 047 38 113 78 477

Adjusted for the after-tax effect of:

Loss from sale of fixed asset – 52 795

Profit on sale of business – – (613)

Headline earnings 61 047 38 165 78 659

Earnings per share (cents)*

– Basic 37,85 28,31 53,04

– Headline 37,85 28,35 53,16

* The entity had no specific items resulting in any dilution of the specific earnings numbers. Therefore, no specific diluted earnings per share are indicated for the various categories.

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Unaudited condensed consolidated statement of cash flows for the period ended 31 December 2016

Unaudited condensed consolidated statement of changes in equity for the period ended 31 December 2016

Unaudited as at

31 Dec 2016R’000

Unauditedas at

31 Dec 2015R’000

Auditedas at

30 Jun 2016R’000

Cash flow (utilised in)/generated from:

Operating activities 14 403 (14 239) 104 291

Finance costs (14 368) (9 049) (27 915)

Tax paid (17 611) (15 903) (30 806)

Cash flow utilised in investing activities (7 880) (237 636) (227 455)

Cash flow generated from financing activities 31 194 381 707 291 541

Cash generated/(deficit) for the period 5 738 104 880 109 656

Cash and cash equivalents:

– Beginning of the period 49 943 (50 959) (59 713)

– End of the period 55 681 53 921 49 943

Sharecapital

R’000

Sharepremium

R’000

Retainedincome

R’000

TreasurysharesR’000

ReservesR’000

Non-controlling

interestR’000

Total equity

R’000

Balance at 30 June 2015 1 086 49 802 253 677 (868) 5 347 63 260 372 304

Issue of new shares 533 159 467 – – – – 160 000

Movements – – (25 029) – 541 (56 952) (81 440)

Total comprehensive income for the period – – 38 114 – – 553 38 667

Balance at 31 December 2015 1 619 209 269 266 762 (868) 5 888 6 861 489 531

Movements – (2 300) 23 931 – (541) (772) 20 318

Total comprehensive income for the period – – 40 363 – (685) 1 008 40 686

Balance at 30 June 2016 1 619 206 969 331 056 (868) 4 662 7 097 550 535

Total comprehensive income for the period – – 61 047 – (559) 487 60 975

Dividend – – (9 715) – – – (9 715)Balance at 31 December 2016 1 619 206 969 382 388 (868) 4 103 7 584 601 795

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for the period ended 31 December 2016

Segmental analysis

Revenue R’000

Gross profit R’000

Operating profit R’000

Assets R’000

Liabilities R’000

31 December 2016Agricultural 155 973 51 871 29 128 326 239 76 963 Food 397 102 67 536 50 649 422 335 142 347 Industrial 221 249* 45 565 21 183 295 149 93 466 Water 49 062 21 757 4 778 120 038 28 964 Other – – (8 361) 50 142 270 368

Total 823 386 186 729 97 377 1 213 903 612 108

31 December 2015Agricultural 142 639 43 300 24 767 195 597 84 492Food 161 479 24 962 18 877 226 935 109 601Industrial 260 117* 48 766 14 200 270 471 119 296Water 61 452 29 090 7 049 143 522 88 651Other – – (4 807) 203 594 148 548

Total 625 684 146 118 60 086 1 040 119 550 588

30 June 2016

Agricultural 268 455 80 979 37 330 292 920 66 743

Food 467 682 75 143 56 428 340 779 123 610

Industrial 514 629 98 590 42 673 310 081 109 166

Water 112 781 53 357 12 062 112 246 23 047Other – – (11 365) 43 377 226 302

Total 1 363 547 308 069 137 128 1 099 403 548 868

The segmental report of the Group is based on the information reported to the chief operating decision maker. The analysis is presented after taking certain intercompany and intersegmental transactions into account.* Lead chrome plant closure end March 2016 revenue included to December 2015 amounted to R67 million.

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Commentary

STRATEGIC OVERVIEWRolfes is a black empowered platform chemical group targeting the need for food security, clean water and manufacturing demand through its four strategically placed divisions being Agricultural, Food, Industrial and Water, expanding proactively in domestic, developed and foreign emerging markets.

As part of its core organic growth strategy, the Group concentrates on further diversification of its specialist non-commodity low-volume, high-margin product ranges and increasing its geographical footprint into various markets while targeting the optimal leveraging of its current cost and distribution platforms. The Group seeks to acquisitively expand its current four divisions by targeting high-barrier-to-entry specialist chemical companies.

GROUP PRODUCT OFFERING AND DIVISIONAL STRUCTUREThe Group manufactures and distributes a diverse range of market-leading, high-quality commodity and specialist chemical and organic products to various industries.

The Agricultural division develops, manufactures and distributes products that promote plant root and foliar health, soil nutrition, disease prevention and control, and various other agricultural remedies in high value and wheat and maize crops.

The Food division distributes imported and locally manufactured products to the food and beverage, bakery, dairy, pharmaceutical and cosmetics industries.

The Industrial division manufactures and distributes industrial chemicals, including various organic and inorganic products including additives, in-plant and point-of-sale dispersions, leather chemicals and solutions, solvents, lacquer thinners, pigments, surfactants, cleaning solvents, water treatment products, creosotes and waxes.

The Water division provides specialised water purification solutions and products to the industrial, mining, home and personal care markets. Additionally, the division manufactures and distributes pure beneficiated silica to the mining, metallurgical, fertiliser, water-filtration and construction industries. The Group’s international footprint and customer base extends to Asia, the rest of Africa, and eastern and western Europe, with operations currently in Botswana, Zambia and Romania.

GROUP FINANCIAL PERFORMANCEGroup revenue increased by 32% to R823 million (December 2015: R626 million). Exports, including sales and services rendered in the foreign subsidiaries amounted to R82 million comprising 10% of total revenue to December 2016 (December 2015: R95 million comprising 13% of total revenue).

Operating profit increased to R97 million (December 2015: R60 million) at a margin of 11,8% of revenue (December 2015: 9,6%). EBITDA increased by 58% to R103 million (December 2015: R65 million). EBITDA is calculated as operating profits adjusted for depreciation and amortisation of R5,7 million (December 2015: R5 million).

Headline earnings increased by 60% to R61 million (December 2015: R38 million). Headline earnings per share increased by 34% to 37,9 cents (December 2015: 28,4 cents). The weighted average number of shares in issue for the period was 161 301 668 (December 2015: 134 634 168).

Net finance costs increased to R14 million (December 2015: R9 million) mainly due to higher interest paid relating to acquisitive long-term debt. Interest cover remained constant at seven times (December 2015: seven times) with the net debt to equity ratio (gearing) improving to 38% at December 2016 (December 2015: 47%).

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Commentary continued

GROUP CASH FLOW PERFORMANCECash generated from operating activities improved by 201% to R14 million (December 2015: R14 million deficit). Net working capital investment of R453 million represents the normal seasonal increase in inventory of R30  million, increase in accounts receivable of R77 million and an increase in accounts payable of R20 million. Debtors’ days of 74 days (December 2015: 74 days). Stock days decreased to 92 days (excluding stock in transit) (December 2015: 105 days). Due to seasonality in especially the Agricultural and Food divisions’ working capital is realised in cash during the second half of the financial year. The Group is expected to realise this working capital at gross profit margins similar to those achieved up to December 2016, resulting in cash generation from operations. Creditors’ days decreased to 61 days (excluding stock in transit) (December 2015: 79 days). The net investment in working capital increased to 105 days (December 2015: 100 days).

Cash flow utilised in investing activities of R7,9 million includes capital expenditure, research and development and infrastructure expansion capital expenditure. The cash flow generated from financing activities of R31 million includes facility utilisation and dividends declared during the current dividend cycle.

OPERATIONAL REVIEW Agricultural The division supplies products mostly into high value specialised permanent and semi-permanent crops. Its product positioning provides a natural defence against prolonged drought conditions. Effective procurement and resource restructuring further counteracted the impact of the drought on the business operating profit performance although the drought conditions improved towards the latter part of November 2016, resulting in solid growth on operating profit level compared to the July to December 2015 period.

Revenue increased by 9% to R156 million (December 2015: R143 million). Gross profit margins increased to 33,3% (December 2015: 30,4%) mainly due to the effective implementation of procurement backward integration initiatives.

Operating costs increased to R23 million (December 2015: R19 million) due to an investment in technical resources and capabilities. The operating profit margin improved to 18,7% from 17,4% in December 2015.

Capital expenditure of R4,2 million includes mainly R&D costs incurred during the current reporting period.

The development of distribution channels for foliar feeds in the rest of Africa and Europe is ongoing. New product registrations are granted continuously both locally and internationally. Formal trials and testing of the green PGPR (bacterial) products are progressing well.

FoodBragan Chemicals is an importer and distributor of commodity and speciality products in the food and beverage, bakery, dairy, pharmaceutical and cosmetics industries. Growth drivers include national market share, rising food prices and increased staple demand.

Revenue increased by 146% to R397 million (December 2015: R161 million – included for three months from 1 October 2015). Gross profit margins increased to 17% (December 2015: 15,5%) largely driven by pricing strategies and volume increases.

Operating costs increased to R17 million (December 2015: R6 million – included for three months from 1 October 2015). The operating profit margin improved to 12,8% from 11,7% in December 2015.

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The business is expanding its geographical footprint and product ranges locally and into neighbouring countries. Group initiatives include the focused and combined export drive of product into southern African countries leveraging off the existing group infrastructure to ensure low cost increases.

Capital expenditure amounted to R1,5 million, incurred to improve logistics capacity.

Industrial Revenue decreased by 15% to R221 million (December 2015: R260 million – lead chrome pigment product sales (plant closed) included of R67 million). Gross profit margins increased to 20,6% (December 2015: 18,7%), mainly due to the   closure of the lower margin lead chrome manufacturing plant in March 2016. Operating   margins improved to 9,6% (December 2015: 5,5%).

Operating costs decreased by 30% to R24 million (December 2015: R35 million). The operating profit margin improved to 9,6% from 5,5% in December 2015.

The division has benefited from overhead cost and resource consolidation with the Water division.

Increased product volume demand in industrial products and leather, export growth, good cost control and effective treasury management contributed to the pleasing performance of the business unit.

Capital expenditure of R1,1 million included the continued improvement of quality management systems, investment into testing/laboratory facilities and transport fleet upgrades. The Industrial division will continue to focus on adding new higher margin specialist product lines and export growth leveraging of its current cost base.

Water The Water division’s period to date performance was hampered by certain petrochemical tender award deadline extentions. Revenue decreased by 20% to R49 million (December 2015: R61 million) and gross profit margins decreased to 44,3% (December 2015: 47,3%), mostly attributable to a once-off tender awarded and completed in the prior years. Operating costs decreased by 23% to R17 million (December 2015: R22 million) due to successful restructuring initiatives and management team changes.

The business, realigned and suitably focused, will capitalise on opportunities in larger and heavy industrial industries in South Africa to ensure sustainable growth.

OPERATING ENVIRONMENT AND PROSPECTSNotwithstanding a challenging economic environment, the Group is performing in line with expectations and further growth in earnings is expected in the period ahead.

Any forward-looking statements in this announcement have not been reviewed and reported on by the Company’s auditors.

CASH DIVIDEND DECLARATION In accordance with Board policy to review dividend payments to shareholders at the end of each reporting period, notice is hereby given that the Board declared a final gross cash dividend of 4 cents per ordinary share for the six months ended 31 December 2016 (“interim dividend”). The interim dividend will be payable to shareholders recorded in the register of the Company at the close of business on the record date appearing below.

The number of ordinary shares in issue at the date of this declaration is 161 942 800.

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Commentary continued

The salient dates applicable to the interim dividend are as follows:

Declaration date Monday, 20 February 2017

Last date to trade cum dividend

Tuesday, 28 March 2017

Shares commence trading ex dividend

Wednesday, 29 March 2017

Record date Friday, 31 March 2017

Payment date Monday, 3 April 2017

In accordance with paragraphs 11.17(c)(i) to (x) and 11.17(c) of the JSE Listings Requirements, the following additional information is disclosed: • the local dividends tax rate is 15%; • the dividends will be paid from income

reserves; • the gross dividend to be used in determining

the dividends tax is 4 cents per ordinary share; • the dividends tax to be withheld by the

company is equal to 0,60000 cents per ordinary share;

• the gross dividend amount is 4 cents per ordinary share for shareholders exempt from dividends tax;

• the net dividend amount is 3,40000 cents per ordinary share for shareholders not exempt from dividends tax;

• Rolfes Holdings Limited has 161 942 800 ordinary shares in issue (which includes 641 332 treasury shares); and

• Rolfes Holdings Limited’s income tax reference number is 9492/089/14/0.

Where applicable, payment in respect of certificated shareholders will be transferred electronically to shareholders’ bank accounts on the payment date. In the absence of specific mandates, payment cheques will be posted to certificated shareholders at their risk on the payment date. Shareholders who have

dematerialised their shares will have their accounts at their central securities depository Participant or broker credited on the payment date.

No share certificates may be dematerialised or rematerialised between Wednesday, 29 March 2017 and Friday, 31 March 2017 both days inclusive.

BASIS OF PREPARATION The unaudited condensed consolidated interim financial statements are prepared as a going concern on a historical cost basis except for the measurement of the financial assets and liabilities at fair value through profit and loss and at fair value through comprehensive income in accordance with accounting policies. The Board acknowledges its responsibility for the preparation of the unaudited condensed consolidated interim financial results, which were prepared by JJT Ferreira, the Group Financial Director of Rolfes Holdings Limited. The unaudited condensed consolidated interim financial results for the period ended 31 December 2016 have been prepared in accordance with the framework concepts and the measurement and recognition requirements of International Financial Reporting Standards (“IFRS”) and the International Accounting Standard 34 (IAS 34 Interim Financial Reporting), the South African Institute of Chartered Accountants (“SAICA”) Financial Reporting Pronouncements as issued by the Financial Reporting Standards Committee, the interpretations adopted by the International Accounting Standards Board (“IASB”), the JSE Listing Requirements and the Companies Act, No 71 of 2008.

The unaudited condensed consolidated interim financial statements comprise the summarised statement of financial position at

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31 December 2016 and the summarised statements of profit or loss and other comprehensive income, changes in equity and cash flows for the period ended then.

ACCOUNTING POLICIES The unaudited condensed consolidated interim financial results do not include all the information required by IFRS for a full set of consolidated financial statements. The accounting policies adopted in the preparation of the unaudited condensed consolidated interim financial results for the period ended 31 December 2016 are consistent with those applied in the preparation of the annual financial statements for the year ended 30 June 2016. All new interpretations and standards were assessed and adopted with no material impact.

FINANCIAL INSTRUMENTS INFORMATIONThe Group has not disclosed the fair values of financial instruments measured at amortised cost as their carrying amounts closely approximate their fair values. There were no financial instruments measured at fair value that were individually material at the end of the current reporting period.

CORPORATE ACTIONS No actions were noted that should be brought to the attention of the investors.

RELATED PARTY TRANSACTIONS In addition to the acquisitions from related parties and corporate actions with related parties, the Group companies entered into various operational sale and purchase transactions with related parties. These transactions occurred under terms that are not

any different than those arranged with third parties and occurred on an arm’s length and commercial basis.

CHANGES TO THE BOARD There were no changes to the Board in the interim period ended 31 December 2016 or up to date of this report.

SUBSEQUENT EVENTS There are no adjusting or other material events that have occurred between 31 December 2016 and the date of this report which may have a material impact on the understanding of this report and the financial information presented.

On behalf of the Board

MS Teke L LynchChairman Chief Executive Officer20 February 2017

BASTION GRAPHICS

ROLFES HOLDINGS LIMITED(Registration number 2000/002715/06)Incorporated in South AfricaShare code: RLFISIN: ZAE000159836(“Rolfes” or “the Group”)

www.rolfesza.com