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AAFGRI AAFGRI

TOWARDS CONTINENTAL GROWTH

AUDITED SUmmARISED CoNSoLIDATED FINANCIAL RESULTS for the year ended 30 June 2013 and cash dividend declaration

Company SecretaryMs M Shikwinya, PO Box 11054, Centurion, 0046

Income tax reference number9217/001/71/9

BankersABSA Bank Limited, FirstRand Bank LimitedInvestec Bank Limited, Land and Agricultural Development Bank of SA Limited, Nedcor Limited, Standard Bank of SA Limited, Standard Chartered Bank

AuditorsPricewaterhouseCoopers Inc.32 Ida Street, Menlyn Park, 0102PO Box 35296, Menlo Park, 0102Tel (012) 429 0000

Transfer secretariesComputershare Investor Services Proprietary Limited70 Marshall Street, Johannesburg, 2001PO Box 61051, Marshalltown, 2107 Tel (011) 370 5000

SponsorInvestec Bank Limited100 Grayston Drive, Sandton, 2196PO Box 785700, Sandton, 2146Tel (011) 286 7000

DIRECTORATE Non-executiveJPR Mbau (Chairman), L de Beer (Deputy Chairman), DD Barber, LM Koyana, BA Mabuza, CT Vorster, NC Wentzel, LL von Zeuner, L Stephens

ExecutiveCP Venter (Chief Executive Officer), GJ Geel (Financial Director)

AFGRI Limited12 Byls Bridge BoulevardHighveld Ext 73 Centurion 0157PO Box 11054 Centurion 0046GPS 25°51’46.13”S 28°12’24.74” E

[email protected]

www.afgri.co.za

T +27 11 063 2347F +27 87 942 7463

1AFGRIAudi ted summarised consol idated f inancial resul ts | 30 June 2013

AFGRI LIMITED (Incorporated in the Republic of South Africa) (Registration number: 1995/004030/06) ISIN number: ZAE000040549 Share code: AFR

Years1923 -2013

Revenue from all operations up 10%

HEPS from all operations down 32,9% to 38,0 cents (2012: 56,6 cents)

Strong performance from Agri Services and Financial Services Segments

BEE ownership structure has been successfully extended and re�nanced

AFGRI Poultry reporting R229,2 million loss before taxation, after impairing R116,8 million amid a distressed industry.

R642 million increase in cash and cash equivalents

Debt to equity ratio improves further to 0,86 times (2012: 1,80 times)

2

COMMENTARY

The directors of AFGRI Limited (AFGRI) are pleased to present the audited summarised consolidated annual financial results of the AFGRI Group of companies (the Group) for the year ended 30 June 2013.

The Group’s performance reflects a decline in profitability from R196 million to R99 million following the economic downturn and the significant and unabated imports of cheap poultry products, which led to the Poultry business unit incurring a loss of R229,2 million (including an impairment of R117 million). Results were further marked by less than pleasing results delivered by the Animal Feeds business, due to high raw material costs, and the Retail business given lower consumer demand in the current economic climate.

The remaining business units performed very well. Grain Management and Equipment produced similar results with record grain deliveries received and smaller format tractors selling extremely well especially in Africa. The Financial Services business unit, now operating effectively on an agency model, increased fee income underpinning the strategy implemented. Milestones reached include further African expansion, now present or operating in seven countries, the implementation of the merger of the retail businesses with that of Senwes, the extension and refinancing of the Group’s BEE structure as well as the restructure of the International business unit which will house all international investments including those in Africa and Australia.

Operation environmentThe dynamic surrounding AFGRI Poultry remains of great concern with the industry facing challenges of crisis proportion. The sector has been adversely affected by massive imports of poultry products from Latin America and the European Union. Consequently, decisive and effective government tariff protection against poultry dumping is imperative if the sector is to avoid a calamity.

Financial reviewHeadline earnings per share (HEPS) decreased by 32,9% to 38,0 cents (2012: 56,6 cents) for the year ended 30 June 2013 and earnings per share (EPS) decreasing by 50,3% to 29,0 cents (2012: 58,3 cents). The main drivers for these results were the poor performance of the Group’s Protein division and the Australian operations as well as an impairment of R22 million on trade and other receivables due to the outcome of legal arbitration on a dispute with a debtor subsequent to year end

(refer to note 15). Significant headline earnings adjustments include the profit recorded on the merger of the Group’s retail business with Senwes of R110,2 million, which was offset by the impairments of R139 million relating to the Poultry and Australian business units.

Revenue from continuing operations increased by 13% to R8 573 million. This increase is partially attributable to the impact of the weaker Rand on the translation of the revenue of the Group’s foreign operations, the impact of the acquisition of the Nigerian business on 1 November 2012 and the inclusion of both AFGRI Equipment in Zimbabwe and AFGRI Milling for a full year (2012: 10 months and 7 months respectively). Excluding these factors, revenue increased by 10,4% marked by increased tractor sales, higher volumes through both the Group’s storage facilities, the Nedan production plant and the impact of higher commodity prices on products.

The Group’s selling and administrative expenses increased by 15,8% to R1 630 million. Eliminating the impact of foreign exchange translation and the acquisitions already mentioned, selling and administrative expenses increased by 11,2%. This increase is largely attributable to the R139 million increase in the Group’s impairment charge for the year which contributes 9,6% of the increase. Other factors are the above inflation increases in energy-related costs, as well as start-up costs relating to the diversification of the Group’s operations across the continent.

The finalisation of the Group’s fee-based business model within its Financial Services segment and the conversion of short-term facilities into long-term facilities in June 2012 resulted in the Group’s finance costs declining by 30% to R233 million (2012: R331 million).

Profit after taxation for the year from continuing operations was R27 million (2012: R182 million) which is analysed in the Group’s business segment results. The announced merger of the Group’s retail business with that of Senwes resulted in the need to reflect it as a discontinued operation for 11 months of the year despite the fact that the Group retains a 50% shareholding in the joint venture. The profit realised with the merger of R110,2 million was also reported under discontinued operations. Profit after taxation from all operations decreased by 49% to R99 million.


The extension and refinancing of the Group’s BEE transaction resulted in a more simplified structure with shareholding at an AFGRI Operations Limited level of 26,76%. The Group no longer consolidates the structure, which has resulted in a decrease in debt of R561 million and a net increase in equity of R625 million. Shareholders are referred to the previous SENS announcements released on 31 July 2012, 4 December 2012, 12 April 2013 and 3 June 2013 respectively.

The Group’s continued focus on working capital management helped to contain the impact of high commodity prices on inventory values. Overall the Group reported a R503 million improvement in net working capital.

The Group generated cash of R802 million from its operating activities, which was mainly applied toward capital expenditure and dividend distributions. Capital expenditure is analysed in the Group’s business segment results. The Group’s net cash inflow for the year was R642 million (2012: R192 million).

Operations reviewAFGRI focuses activities in three segments – Agri Services, Financial Services, and Foods. Agri Services comprises the Retail and Equipment division as well as the Grain Management division. The Financial Services segment contains the business units of Unigro and GroCapital which are the most significant, and the Foods segment includes the Animal Protein division, made up of Poultry and Animal Feeds and the Oil, Milling and Protein division.

Agri ServicesAFGRI Agri Services experienced a good year, marked by high opening stock levels in the silo business coupled with good tractor sales across the continent.

Tractor sales remained strong throughout the year with the Equipment business unit recording a record number of tractors and combine harvesters sold. The continued focus on enhanced equipment sales on the continent was rewarded with increased tractor sales of 50% to 401 units compared to the sale of 267 units in 2012.

Results from the Australian operation were disappointing. Difficult trading conditions and the

longer than expected turnaround implementation contributed to the decision to impair the R22,1 million goodwill in this operation. An overall loss before taxation of R34,7 million (2012: R5,1 million loss) was reported for the year. The operation has been restructured and rebranded, creating an improved platform for the 2014 financial year.

The Retail business unit experienced lower consumer demand and an intensely competitive retail environment putting pressure on both volumes and margins. The merger of this unit with the retail business of Senwes, where AFGRI retains a 50% shareholding in the joint venture, was successfully concluded on 1 June 2013 and branded as Hinterland, retaining the AFGRI Town & Country as well as the Senwes Village brand to ensure customers continuity.

Opening stock levels in the Grain Management division were 69% higher than the prior year, accompanied by an 11% decrease in receipts over the year with closing stock 18% higher on a comparative basis. Average storage days per ton decreased by 19% year-on-year.

Grain management’s results were negatively impacted by the already mentioned R22 million impairment due to the outcome of legal arbitration with a debtor subsequent to year end.

Financial ServicesThe Financial Services segment focused efforts on fee income generating business, and returned a stellar performance on the back of a broader product offering.

The finalisation of the fee-based business model in the previous financial year allowed Unigro to focus on generating top line growth. With a renewed sales focus and a wider product offering Unigro managed to grow the average debtors’ book under management, on behalf of the Land Bank, by 71% to R2,9 billion (2012: R1,7 billion). This growth was supported by the upturn in equipment sales within the Equipment business unit.

Volatility in the commodity market, together with new hedging products offered to clients, fuelled volumes in the broking business of GroCapital. This translated to an increase of 19% in fee-based income compared to the prior year.

4

COMMENTARY continued

FoodsThis was a disappointing year for AFGRI Foods. A poultry industry in distress, high feed prices and a heavily oversupplied local poultry market contributed to reduced margin. Consequently a loss before the impairment of R112,4 million (2012: R89,3 million loss) was reported for the year.

Although AFGRI Poultry managed to improve efficiencies and implement cost savings initiatives to soften the impact of lost margin, a decision was taken to impair goodwill and other intangible assets to the value of R116,8 million given the current circumstances. This resulted in an overall loss before taxation of R229,2 million (2012: loss of R89,3 million) for AFGRI Poultry, a deterioration of 157%.

The remaining units within the Foods segment delivered satisfactory results despite the difficult trading conditions and higher energy costs which placed margins under pressure. Cost inflation was managed down to a minimum at AFGRI Animal Feeds and with a dedicated focus on working capital management, this unit reduced finance charges for the year but lost margin as a result of the high raw material prices. AFGRI Milling had its first full year as part of the Group and continued to deliver a good performance. Revenue was up 91% to R540 million (12% on a comparative basis), with profit before taxation reaching R22 million (2012: R14 million). Nedan had a good year, with profits returning to levels last seen in 2011. This unit reported an increase of 151% in profit before taxation to R20 million (2012: R8 million).

Final dividend A final dividend of 3,30 cents per share (2012: 9,85 cents per share) was declared bringing the total dividend for the year to 18,95 cents per share, a decrease of 33,0%.

Changes to the Board of Directors Jan van der Schyff resigned as Financial Director effective 4 September 2012. Johan Geel was appointed acting Financial Director on the same date and on 24 October 2012 appointed permanently to the position as Financial Director.

Nyeleti Shirilele resigned from the Board of Directors with effect from 13 November 2012 due to other commitments.

The Board appointed two independent non-executive directors, Louis von Zeuner and Louisa Stephens effective 1 April 2013, bringing a wealth of corporate and banking experience to the Board.

In line with the Board succession plan, Linda de Beer was appointed Deputy Chairman effective 21 November 2012.

OutlookAFGRI’s agri business prospects for the foreseeable future remain positive. A record summer crop, receiving 3,5 million tons into our storage facilities between March and August coupled with enhanced product diversification is gaining traction and extending our grain management expertise across the continent. An increased presence in Africa will benefit the Equipment business unit as well as Collateral Management. The crystallisation of synergies in the retail transaction with Senwes should contribute positively to the Group.

The success of a repositioned Financial Services business, based on fee income and with new products in place will further add to the Group.

Challenges faced by the Poultry business unit pertaining to the uncertainty of the imposition of import tariffs and a lack of clarity on local brining percentages we expect will remain until Government imposes a change. AFGRI continues to engage with Government and regulatory bodies in this regard. AFGRI does not foresee relief in Animal Feeds input costs and expects overall margin pressure in the Poultry business unit to remain due to the inability to recoup costs.

Despite Poultry pressures, finalisation of the Nedan expansion projects and the commissioning of the wheat mill in Harrismith are positive enhancements for AFGRI.

By order of the Board

JPR Mbau CP VenterChairman Chief Executive Officer

3 September 2013


REPORT OF THE INDEPENDENT AUDITOR ON THE SUMMARISED CONSOLIDATED FINANCIAL STATEMENTS TO THE SHAREHOLDERS OF AFGRI LIMITED

The summarised consolidated financial statements, which comprise the summarised consolidated balance sheet as at 30 June 2013, the summarised consolidated income statement, and the summarised consolidated statements of comprehensive income, changes in equity and cash flows for the year then ended, and related notes, as set out on pages 6 to 18, are derived from the audited consolidated financial statements of AFGRI Limited for the year ended 30 June 2013. We expressed an unmodified audit opinion on those consolidated financial statements in our report dated 3 September 2013. Our auditor’s report on the audited consolidated financial statements contained an other matter paragraph (refer below). The summarised consolidated financial statements do not contain all the disclosures required by International Financial Reporting Standards and the requirements of the Companies Act of South Africa as applicable to annual financial statements. Reading the summarised consolidated financial statements, therefore, is not a substitute for reading the audited consolidated financial statements of AFGRI Limited. Directors’ responsibility for the summarised consolidated financial statementsThe Company’s directors are responsible for the preparation of the summarised audited consolidated financial statements in accordance with the JSE Limited’s (JSE) requirements for summarised financial statements, set out in note 1 to the summarised consolidated financial statements, and the requirements of the Companies Act of South Africa as applicable to summarised financial statements. Auditor’s responsibilityOur responsibility is to express an opinion on the summarised consolidated financial statements based on our procedures, which were conducted in accordance with International Standards on Auditing (ISA) 810 – Engagements to Report on Summary Financial Statements.

OpinionIn our opinion, the summarised consolidated financial statements derived from the audited consolidated financial statements of AFGRI Limited for the year ended 30 June 2013 are consistent, in all material respects, with those consolidated financial statements, in accordance with the JSE’s requirements for summarised financial statements, set out in note 1 to the summarised consolidated financial statements, and the requirements of the Companies Act of South Africa as applicable to summarised financial statements.

The other matter paragraph in our audit report dated 30 June 2013 states that as part of our audit of the consolidated financial statements for the year ended 30 June 2013, we have read the Directors’ Report, the Audit and Risk Committee’s Report and the Company Secretary’s Certificate for the purpose of identifying whether there are material inconsistencies between these reports and the audited consolidated financial statements. These reports are the responsibility of the respective preparers. The other matter paragraph states that, based on reading these reports, we have not identified material inconsistencies between these reports and the audited consolidated financial statements. The paragraph furthermore states that we have not audited these reports and accordingly do not express an opinion on these reports. The other matter paragraph does not have an effect on the summarised consolidated financial statements or our opinion thereon.

PricewaterhouseCoopers Inc. Director: JL RoosRegistered Auditor Pretoria

3 September 2013

6

GROUP BALANCE SHEET

at 30 June Note

2013 Rm

2012Rm

Restated*

ASSETSNon-current assets 3 089 2 757 Property, plant and equipment 2 2 241 2 001Goodwill 2 74 170 Other intangible assets 2 109 180 Investments in associates 47 47 Investments in joint ventures 301 11Derivative financial instruments 4 6Other financial assets 46 41Financial receivables 49 154Biological assets 9 8Deferred income tax assets 209 139Current assets 4 288 3 763Inventories 1 141 1 021 Biological assets 98 89 Trade and other receivables 2 162 2 217 Trade receivables financed by banks 141 127 Derivative financial instruments 70 53 Other financial assets 18 9Income tax assets 17 16 Cash and cash equivalents and cash collateral deposits 641 231 Cash collateral deposits 77 76 Cash and cash equivalents 564 155

Assets of disposal groups classified as held-for-sale 19 664Total assets 7 396 7 184EQUITY AND LIABILITIESCapital and reserves attributable to the Company’s equityholders 2 182 1 750 Share capital# – –Treasury shares (86) (86)Incentive trust shares (122) (123)Fair value and other reserves 143 (23)Retained earnings 2 247 1 982Non-controlling interest 238 4Total equity 2 420 1 754Non-current liabilities 2 295 2 130Borrowings 2 058 1 909Derivative financial instruments 2 4Deferred income tax liabilities 220 201Other financial liabilities 5 –Other liabilities 10 16Current liabilities 2 679 3 154 Trade and other payables 1 889 1 609 Derivative financial instruments 64 64 Other financial liabilities 29 –Income and other tax liabilities 37 4 Short-term portion of long-term borrowings 96 678 Call loans and bank overdrafts 424 664 Borrowings from banks to finance trade receivables 140 135 Liabilities of disposal groups classified as held-for-sale 2 146 Total liabilities 4 976 5 430 Total equity and liabilities 7 396 7 184 # Share capital issued to the value of R 3 755 (2012: R 3 755).* Prior year information has been restated – refer to note 16.

7

BUSINESS SEGMENT RESULTS

AGRI SERVICES FINANCIAL SERVICES FOODSRetail and Equipment Grain Management Animal Protein Oil, Milling and Protein

2013Rm

2012*Rm

2013Rm

2012*Rm

2013Rm

2012*Rm

2013Rm

2012*Rm

2013Rm

2012*Rm

Gross segment revenue 2 264 2 274 790 492 366 368 4 010 3 571 1 361 1 087– Sales of goods and services 2 264 2 273 790 492 270 219 4 010 3 571 1 361 1 087– Interest – 1 – – 96 149 – – – –Operating profit/(loss) (before items listed below) 81 97 217 239 120 153 77 184 92 59Other amounts included in operating profit/(loss) (35) (9) (22) (19) (12) (13) (149) (72) (20) (12) – other operating income – – – – 3 4 – – – – – impairment of goodwill (22) – – – – – (71) – – – – depreciation and amortisation (13) (9) (22) (19) (15) (17) (78) (72) (20) (12)Operating profit/(loss) 46 88 195 220 108 140 (72) 112 72 47Other items of profit and loss 1 7 – 1 (5) (1) 2 (3) – – Fair value adjustment to disposal group assets – – – – – – – – – – Share of profit/(loss) on joint ventures 1 – – – (5) 1 2 (3) – – Share of profit on associates – 7 – 1 – (2) – – – –Profit/(loss) before finance costs 47 95 195 221 103 139 (70) 109 72 47 Net finance costs (16) (26) (7) (27) (12) (81) (71) (70) (30) (25)Profit/(loss) before income tax 31 69 188 194 91 58 (141) 39 42 22Income tax expense Profit after income tax Assets 1 681 2 039 1 139 1 094 1 171 1 274 2 038 1 978 805 697Non-current assets 384 225 481 419 275 246 1 160 1 173 544 430Other current assets 759 1 345 222 208 52 158 365 299 97 94Trade and other receivables 451 427 429 462 734 790 498 504 164 172Cash and cash equivalents and cash collateral deposits 87 42 7 5 110 80 15 2 – 1Liabilities 568 708 678 424 543 402 1 311 1 292 411 349Non-current liabilities 7 4 13 6 19 15 496 509 197 37Other current liabilities 555 679 665 418 318 251 531 575 147 147Borrowings to finance trade receivables – – – – 140 135 – – – –Short-term borrowings and bank overdrafts 6 25 – – 66 1 284 208 67 165

Capital expenditure 56 75 58 47 6 19 120 125 126 100Geographical analysisSouth Africa Gross segment revenue 1 609 1 392 530 492 331 368 3 940 3 571 1 361 1 087 Profit before taxation 52 63 192 194 83 58 (145) 39 42 22 Total assets 1 101 1 265 970 1 094 865 1 274 1 982 1 978 805 697 Total liabilities 371 581 674 424 477 402 1 283 1 292 411 349Non-South Africa Gross segment revenue 655 882 260 – 35 – 70 – – – Profit before taxation (21) 6 (4) – 8 – 4 – – – Total assets 580 774 169 – 306 – 56 – – – Total liabilities 197 127 4 – 66 – 28 – – –* Prior year information has been restated – refer to note 16.

AGRI SERVICES FINANCIAL SERVICES FOODSRetail and Equipment Grain Management Animal Protein Oil, Milling and Protein

2013Rm

2012*Rm

2013Rm

2012*Rm

2013Rm

2012*Rm

2013Rm

2012*Rm

2013Rm

2012*Rm

Gross segment revenue 2 264 2 274 790 492 366 368 4 010 3 571 1 361 1 087– Sales of goods and services 2 264 2 273 790 492 270 219 4 010 3 571 1 361 1 087– Interest – 1 – – 96 149 – – – –Operating profit/(loss) (before items listed below) 81 97 217 239 120 153 77 184 92 59Other amounts included in operating profit/(loss) (35) (9) (22) (19) (12) (13) (149) (72) (20) (12) – other operating income – – – – 3 4 – – – – – impairment of goodwill (22) – – – – – (71) – – – – depreciation and amortisation (13) (9) (22) (19) (15) (17) (78) (72) (20) (12)Operating profit/(loss) 46 88 195 220 108 140 (72) 112 72 47Other items of profit and loss 1 7 – 1 (5) (1) 2 (3) – – Fair value adjustment to disposal group assets – – – – – – – – – – Share of profit/(loss) on joint ventures 1 – – – (5) 1 2 (3) – – Share of profit on associates – 7 – 1 – (2) – – – –Profit/(loss) before finance costs 47 95 195 221 103 139 (70) 109 72 47 Net finance costs (16) (26) (7) (27) (12) (81) (71) (70) (30) (25)Profit/(loss) before income tax 31 69 188 194 91 58 (141) 39 42 22Income tax expense Profit after income tax Assets 1 681 2 039 1 139 1 094 1 171 1 274 2 038 1 978 805 697Non-current assets 384 225 481 419 275 246 1 160 1 173 544 430Other current assets 759 1 345 222 208 52 158 365 299 97 94Trade and other receivables 451 427 429 462 734 790 498 504 164 172Cash and cash equivalents and cash collateral deposits 87 42 7 5 110 80 15 2 – 1Liabilities 568 708 678 424 543 402 1 311 1 292 411 349Non-current liabilities 7 4 13 6 19 15 496 509 197 37Other current liabilities 555 679 665 418 318 251 531 575 147 147Borrowings to finance trade receivables – – – – 140 135 – – – –Short-term borrowings and bank overdrafts 6 25 – – 66 1 284 208 67 165

Capital expenditure 56 75 58 47 6 19 120 125 126 100Geographical analysisSouth Africa Gross segment revenue 1 609 1 392 530 492 331 368 3 940 3 571 1 361 1 087 Profit before taxation 52 63 192 194 83 58 (145) 39 42 22 Total assets 1 101 1 265 970 1 094 865 1 274 1 982 1 978 805 697 Total liabilities 371 581 674 424 477 402 1 283 1 292 411 349Non-South Africa Gross segment revenue 655 882 260 – 35 – 70 – – – Profit before taxation (21) 6 (4) – 8 – 4 – – – Total assets 580 774 169 – 306 – 56 – – – Total liabilities 197 127 4 – 66 – 28 – – –* Prior year information has been restated – refer to note 16.

OTHER TOTAL TOTALCorporate Agri Sizwe and Izitsalo SPVs Inter-group eliminations Continuing operations Discontinued operations All operations

2013Rm

2012*Rm

2013Rm

2012*Rm

2013Rm

2012*Rm

2013Rm

2012*Rm

2013Rm

2012*Rm

2013Rm

2012*Rm

– – – – (218) (227) 8 573 7 565 1 743 1 809 10 316 9 374– – – – (218) (227) 8 477 7 415 1 743 1 809 10 220 9 224– – – – – – 96 150 – – 96 150

(54) (29) – – – – 533 703 108 34 641 737(10) (17) – – – – (248) (142) (3) (7) (251) (149)10 10 – – – – 13 14 – – 13 14

– – – – – – (93) – – – (93) –(20) (27) – – – – (168) (156) (3) (7) (171) (163)(64) (46) – – – – 285 561 105 27 390 588

– – – – – – (2) 4 (9) – (11) 4– – – – – – – – (9) – (9) –– – – – – – (2) (2) – – (2) (2)– – – – – – – 6 – – – 6

(64) (46) – – – – 283 565 96 27 379 5921 1 (75) (80) – – (210) (308) (15) (11) (225) (319)

(63) (45) (75) (80) – – 73 257 81 16 154 273(46) (75) (9) (2) (55) (77)27 182 72 14 99 196

711 448 – (38) (149) (308) 7 396 7 184 7 396 7 184245 256 – 8 – – 3 089 2 757 3 089 2 75717 56 – – (149) (308) 1 363 1 852 1 363 1 85227 35 – (46) – – 2 303 2 344 2 303 2 344

422 101 – – – – 641 231 641 2311 629 1 898 – 557 (164) (200) 4 976 5 430 4 976 5 4301 563 1 559 – – – – 2 295 2 130 2 295 2 130

66 74 – 557 (164) (200) 2 117 2 501 2 117 2 501– – – – – – 140 135 140 135– 265 – – – – 424 664 424 664

4 7 – – – – 370 373 370 373

– – – – (218) (227) 7 553 6 683 1 743 1 809 9 296 8 492(63) (45) (75) (80) – – 86 251 81 16 167 267

711 448 – (38) (149) (308) 6 285 6 410 – – 6 285 6 4101 629 1 898 – 557 (164) (200) 4 681 5 303 – – 4 681 5 303

– – – – – – 1 020 882 – – 1 020 882– – – – – – (13) 6 – – (13) 6– – – – – – 1 111 774 – – 1 111 774– – – – – – 295 127 – – 295 127

10Audi ted summarised consol idated f inancial resul ts | 30 June 2013

OTHER TOTAL TOTALCorporate Agri Sizwe and Izitsalo SPVs Inter-group eliminations Continuing operations Discontinued operations All operations

2013Rm

2012*Rm

2013Rm

2012*Rm

2013Rm

2012*Rm

2013Rm

2012*Rm

2013Rm

2012*Rm

2013Rm

2012*Rm

– – – – (218) (227) 8 573 7 565 1 743 1 809 10 316 9 374– – – – (218) (227) 8 477 7 415 1 743 1 809 10 220 9 224– – – – – – 96 150 – – 96 150

(54) (29) – – – – 533 703 108 34 641 737(10) (17) – – – – (248) (142) (3) (7) (251) (149)10 10 – – – – 13 14 – – 13 14

– – – – – – (93) – – – (93) –(20) (27) – – – – (168) (156) (3) (7) (171) (163)(64) (46) – – – – 285 561 105 27 390 588

– – – – – – (2) 4 (9) – (11) 4– – – – – – – – (9) – (9) –– – – – – – (2) (2) – – (2) (2)– – – – – – – 6 – – – 6

(64) (46) – – – – 283 565 96 27 379 5921 1 (75) (80) – – (210) (308) (15) (11) (225) (319)

(63) (45) (75) (80) – – 73 257 81 16 154 273(46) (75) (9) (2) (55) (77)27 182 72 14 99 196

711 448 – (38) (149) (308) 7 396 7 184 7 396 7 184245 256 – 8 – – 3 089 2 757 3 089 2 75717 56 – – (149) (308) 1 363 1 852 1 363 1 85227 35 – (46) – – 2 303 2 344 2 303 2 344

422 101 – – – – 641 231 641 2311 629 1 898 – 557 (164) (200) 4 976 5 430 4 976 5 4301 563 1 559 – – – – 2 295 2 130 2 295 2 130

66 74 – 557 (164) (200) 2 117 2 501 2 117 2 501– – – – – – 140 135 140 135– 265 – – – – 424 664 424 664

4 7 – – – – 370 373 370 373

– – – – (218) (227) 7 553 6 683 1 743 1 809 9 296 8 492(63) (45) (75) (80) – – 86 251 81 16 167 267

711 448 – (38) (149) (308) 6 285 6 410 – – 6 285 6 4101 629 1 898 – 557 (164) (200) 4 681 5 303 – – 4 681 5 303

– – – – – – 1 020 882 – – 1 020 882– – – – – – (13) 6 – – (13) 6– – – – – – 1 111 774 – – 1 111 774– – – – – – 295 127 – – 295 127

11AfgriAudi ted summarised consol idated f inancial resul ts | 30 June 2013

Group Income statement

Year ended 30 June Note

2013 rm

2012Rm

Restated*

continuing operations:

Sales of goods and rendering of services 8 477 7 415

Interest on trade receivables financed by banks 11 134

Interest on other trade receivables 85 16

Total revenue 8 573 7 565

Cost of sales (6 671) (5 609)

Gross profit 1 902 1 956

Other operating income 13 14

Selling and administration expenses (1 630) (1 407)

Operating profit 285 563

Interest received 3 23 23

Finance costs 3 (233) (331)

Share of loss of joint ventures (2) (2)

Share of profit of associates – 6

Profit before income tax 73 259

Income tax expense (46) (77)

Profit for the year from continuing operations 27 182

Discontinued operations:

Profit for the year from discontinued operations 9 81 14

Loss on remeasurement of assets of disposal groups 9 (9) –

Profit for the year 99 196

Profit for the year attributable to:

Equityholders of the Company 98 195

Non-controlling interest

– BEE partners (2) –

– Other non-controlling interest 3 1


Number of shares in issue (million) 375,5 375,5

Weighted average number of shares in issue (million) 335,9 333,6

Diluted weighted average number of shares in issue (million) 357,4 357,0

Earnings per share from continuing operations attributable to the equityholders of the Company during the year (cents per share) 7,0 55,3

Profit per share from discontinued operations attributable to the equityholders of the Company during the year (cents per share) 22,0 3,0

Earnings per share from all operations attributable to the equityholders of the Company during the year (cents per share) 29,0 58,3

Diluted earnings per share from continuing operations attributable to the equityholders of the Company during the year (cents per share) 6,7 51,6

Diluted profit per share from discontinued operations attributable to the equityholders of the Company during the year (cents per share) 20,6 2,8

Diluted earnings per share from all operations attributable to the equityholders of the Company during the year (cents per share) 27,3 54,4 * Prior year information has been restated – refer to note 16.

12

Year ended 30 June

2013 Rm

2012Rm

Restated*


Other comprehensive income:

Items that may be reclassified to profit and loss subsequently

Exchange differences on translating foreign operations 25 36

Share of comprehensive income from joint ventures (2) 4

Cash flow hedges 6 (4)

Other comprehensive income for the year, net of tax 29 36

Total comprehensive income for the year 128 232

Total comprehensive income attributable to:

Equityholders of the Company 127 231

Non-controlling interest

– BEE partner (2) –

– Other non-controlling interest 3 1

128 232

* Prior year information has been restated – refer to note 16.

GROUP STATEMENT OF COMPREHENSIVE INCOME


Notice is hereby given that the directors of AFGRI, in terms of section 46 of the South African Companies Act (Act 71 of 2008), have declared a final gross cash dividend of 3,30 cents per share (2,805 cents per share net of dividend withholding tax, where applicable) for the year ended 30 June 2013. The dividend has been declared from income reserves and no secondary tax on companies credits have been used. A dividend withholding tax of 15% will be applicable to all shareholders who are not exempt. The issued share capital of AFGRI is 375 503 580 ordinary shares. In accordance with settlement procedures of STRATE, the following dates will apply to the final dividend:

Last day to trade cum the dividend Friday, 15 November 2013Trading ex dividend commences Monday, 18 November 2013Record date Friday, 22 November 2013Dividend payment date Monday, 25 November 2013

There will be no dematerialisation or rematerialisation of AFGRI shares between Monday, 18 November 2013 and Friday, 22 November 2013, both dates inclusive.

By order of the Board

M ShikwinyaGroup Company SecretaryCenturion

DECLARATION OF FINAL CASH DIVIDEND

GROUP CASH FLOW STATEMENT

Year ended 30 June

2013Rm

2012Rm

Restated*

Operating activities

Cash generated by operations before changes in working capital and tax paid 369 444

Changes in working capital 503 (1 531)

Taxation paid (70) (60)

Net cash generated from/(utilised in) operating activities 802 (1 147)

Net cash utilised in investing activities (321) (611)

Net cash generated from financing activities 161 1 950

Net increase in cash and cash equivalents 642 192

Cash and cash equivalents at beginning of the year (501) (693)

Cash and cash equivalents at end of the year 141 (501)

Cash collateral deposits 77 76

Cash and cash equivalents and cash collateral deposits 218 (425)

– Included in cash and cash equivalents and cash collateral deposits 217 (433)

– Included in assets from disposed groups classified as held-for-sale 1 8


14

GROUP STATEMENT OF CHANGES IN EQUITY

RmShare

capital

Fair value

and other

reservesRetainedearnings

Treasuryshares

In-centive

trustshares

Total share-

holders’equity

BEEpartners

Othernon-con-

trollinginterests

Totalequity

Balance 30 June 2011 – (64) 1 858 (90) (133) 1 571 – 4 1 575

Profit for the year – – 195 – – 195 – 1 196

Other comprehensive income for the year – 36 – – – 36 – – 36

Payment to non-controlling interests – – – – – – – (1) (1)

Share-based payments – 7 – – – 7 – – 7

Dividends paid – – (73) – – (73) – – (73)

Disposal of incentive shares – – – – 16 16 – – 16

Executive Share Award Scheme shares – – – – (6) (6) – – (6)

Treasury shares issued to Executive Share Awards Scheme – – – 4 – 4 – – 4

BEE partner’s share to non-distributable reserve – (2) 2 – – – – – –

Balance 30 June 2012 – (23) 1 982 (86) (123) 1 750 – 4 1 754

Profit for the year – – 98 – – 98 (2) 3 99

Other comprehensive income for the year – 29 – – – 29 – – 29

Share-based payments – 7 – – – 7 – – 7

Dividends paid – – (88) – – (88) – – (88)

Disposal of incentive shares – – – – 3 3 – – 3

Forfeiture of awards under scheme shares – – – – (2) (2) – – (2)

BEE partners share to non-distributable reserve – (35) 35 – – – – – –

Transaction with non-controlling interests – BEE partners – – (56) – – (56) 330 – 274

Deconsolidation of BEE SPVs – 165 280 – – 445 – – 445

Payment of non-controlling interests – – – – – – (94) – (94)

Transaction with other non-controlling interests – – (4) – – (4) – (6) (10)

Recognition of non-controlling interest in business combination – – – – – – – 3 3

Balance 30 June 2013 – 143 2 247 (86) (122) 2 182 234 4 2 420


1. Basis of preparation and accounting policiesThese audited summarised consolidated financial results have been prepared in accordance with International Financial Reporting Standards (IFRS) IAS 34 under the historical cost convention, as modified by the revaluation of available-for-sale financial assets and financial liabilities (including derivative financial instruments) and biological assets at fair value through profit or loss, the Listings Requirements of the JSE Limited (JSE) and the South African Companies Act (Act 71 of 2008) as amended, on a basis consistent with that of the prior year, except for the change in accounting policies as disclosed in note 16.1 and the early adoption of IAS 1 – Presentation of Financial Statements (effective 1 January 2013). The preparation of the summarised consolidated annual financial statements has been supervised by the Group Financial Director, GJ Geel CA(SA).

Property, plant and equipment

Other intangible assets and goodwill

Year ended

Year ended

Year ended

Year ended

30 June 30 June 30 June 30 June(R’millions) 2013 2012* 2013 2012*

2. Property, plant and equipment, other intangible assets and goodwillCarrying value beginning of the year 2 001 1 697 350 387 Additions 367 368 3 5 Borrowing costs capitalised 10 5 – – Disposals at carrying value (12) (18) (13) – Foreign currency differences 11 10 1 3Depreciation/amortisation (132) (121) (38) (42)Purchase of subsidiaries/business 3 154 19 83 Net sale of subsidiary/business (including assets held-for-sale) (3) (94) – (78)Impairment (4) – (139) (8)Carrying value end of the year 2 241 2 001 183 350


Year ended

Year ended

30 June 30 June(R’millions) 2013 2012*

3. Finance costs and interest IncomeFinance costsInterest paid on bank borrowings used to finance trade receivables (13) (129)Other interest paid to financial institutions (218) (146)Other interest paid to financial institutions as a result of the consolidation of the BEE SPVs (75) (80)Finance cost – Continuing operations (306) (355)Less: Interest included under cost of sales 63 19Less: Borrowing costs capitalised on qualifying assets 10 5 Finance cost – Continuing operations (per income statement) (233) (331)Finance cost – Discontinued operations (17) (13)Finance cost – Total (250) (344)Interest incomeInterest received from financial institutions 5 3 Interest received from independent 3rd parties 18 20 Interest income – Continuing operations (per income statement) 23 23 Interest income – Discontinued operations 2 2 Interest income – Total 25 25 * Prior year information has been restated – refer to note 16.

NOTES TO THE SUMMARISED CONSOLIDATED ANNUAL FINANCIAL STATEMENTS

16

NOTES TO THE SUMMARISED CONSOLIDATED ANNUAL FINANCIAL STATEMENTS continued

Year ended

Year ended

30 June 30 June(Cents) 2013 2012

4. Reconciliation of headline earnings per shareEarnings 29,0 58,3 Impairment of assets 12,6 2,5 Impairment of goodwill 20,3 0,0 Profit on the sale of business (22,9) 0,0 Profit on disposal of assets (1,0) (4,2)Headline earnings 38,0 56,6 Diluted headline earnings 35,7 52,9

5. Business segment resultsThe pre-tax segment results are presented before the allocation of any profits to non-controlling interests. Operating profits after finance costs are shown after a charge for internal interest based on each business unit’s net assets throughout the year. With the exception of the acquisition of the business in Nigeria (included under the Animal Protein division) and the sale of the Group’s foreign investments into the new Mauritius-based holding structure, no other significant changes to the Group’s structure and operations have occurred during the year.

6. Trade receivables financed by banks and related liabilityThe only security for the liability is the trade receivables and, in certain cases, additional cash trade receivables of up to 15% (2012: additional cash trade receivables of up to 10%). The Group carries the risk of loss on these trade receivables. The total value of additional debtors encumbered for these facilities is R25 million (2012: R13 million).

7. Agency agreementsThe Group manages agri and corporate debtors on behalf of third party financial institutions to the amount of R7,7 billion (2012: R4,2 billion). Administration and management fees are paid by these third parties to the Group for services rendered in accordance with the service level agreements.Under the service level agreement with the Land Bank the Group is only liable for bad debts on a second loss basis.On all other service level agreements, the Group is not liable for any bad debts (2012: maximum of between 5% and 10%) of specific debtors administered.The Group receives a fee for the handling, grading, storing and administration of commodities on behalf of third parties. The value of these commodities is R7,2 billion (2012: R5,3 billion).

8. Business combinationsOn 1 November 2012 the Group acquired 51% of the issued share capital of Bnot Harel Nigeria Limited, a company registered in Nigeria, as a going concern. The company acts as a service and inputs provider to the poultry and fish feed industry in Nigeria and is the sole agent for products of certain entities in Nigeria. The purchase consideration amounted to R22,8 million on effective date which includes contingent consideration of R10 million. The contingent consideration is payable in USD including interest, calculated at the ruling deposit rate, on 31 October 2015 should certain retention targets be met by the previous owner. The amount was deposited into an external bank account in USD and is held in escrow on behalf of the previous owner pending compliance with retention targets. The initial accounting for this business combination in terms of IFRS3 is complete and fair values were determined as follows:

(R’millions)

Year ended

30 June 2013

Year ended

30 June 2012

Property, plant and equipment 3 –Intangible assets 10 –Inventory 4 –Trade receivables 8 –Cash and cash equivalents 1 –Other current assets 1 –Trade payables (9) –Deferred tax (1) –Non-controlling interest (3) –

Assets acquired and liabilities assumed 14 –Less: Purchase considerationCash consideration (13) –Contingent consideration (10) –

Goodwill (9) –

Since 1 November 2012 this business unit generated revenue of R70,2 million and a net profit before tax and non-controlling interest share of profits of R5,5 million (before the allocation of internal interest) which were included in the current year results.


9. Assets of disposal groups classified as held-for-sale and discontinued operationsAs disclosed in the previous financial year the Group and Senwes Limited (Senwes) entered into binding sale of business agreements on 31 July 2012 with Business Venture Investments No 1658 Proprietary Limited (Newco) in terms of which the Group and Senwes will merge their respective agricultural retail businesses, as well as the Partrite business of AFGRI. Upon completion of the transaction each party will hold 50% of the issued shares in Newco. Subsequent to year-end Newco changed its name to Hinterland Proprietary Limited (Hinterland).As a result of this transaction, this group of assets (disposal group) was disclosed as a disposal group held for sale as at 30 June 2012 and subsequently sold on 1 June 2013. Despite the fact that the Group retains a 50% shareholding in the joint venture, it also met the definition of a discontinued operation, being a separate major line of business disposed in a single transaction, resulting in separate disclosure on the face of the income statement in both the current and prior years. Profit after taxation from discontinued operations increased by R67 million to R81 million (2012: R14 million). This increase is mainly attributable to the R110,2 million profit recorded on the merger.

The transaction was subject to the fulfilment of various suspensive conditions, in particular the unconditional approval of the South African Competition Authorities, which was obtained during April 2013 resulting in the effective date of the transaction being 1 June 2013. Details regarding this transaction were published in SENS on 31 July 2012, 4 December 2012, 12 April 2013 and 3 June 2013 respectively.

10. Disposal of Deposita Systems Proprietary LimitedOn 23 November 2012 the Group entered into a binding sale of business agreement with G4S Cash Solutions Business (SA) Proprietary Limited (hereafter G4S) in terms of which the Group sold its intellectual property right, trademark and patent on automated banking machines registered as “Deposita” together with its 46% investment in Deposita Systems Proprietary Limited for R117,1 million. The transaction was unconditionally approved by the South African Competition Authorities on 11 December 2012 and as a result the effective date of the transaction was 1 January 2013, being the date which G4S took control over the day-to-day operations of the business.

11. Going concernThe Board of Directors is satisfied that, after taking into account the current banking facilities, its utilisation thereof and the budgeted profit and cash flows for the year ending 30 June 2014, the working capital available to AFGRI will be sufficient to meet its requirements for the next 12 months.

12. Corporate governance and JSE Limited (JSE) complianceThe Group applied the principles of good corporate governance as set out in King III and complies with the JSE Listings Requirements regarding the contents of the summarised consolidated annual financial statements.

13. Annual financial statementsA copy of the Group’s annual financial statements for the year ended 30 June 2013 is available at the Group’s registered office and can be obtained from the company secretary, Ms M Shikwinya. The Group’s Integrated Annual Report will be distributed to shareholders on or before 20 September 2013.

(R’millions)

Year ended

30 June 2013

Year ended

30 June 2012

14. Capital commitmentsContracted for additions to property, plant and equipment and intangibles 136 44

Authorised but not yet contracted for additions to property, plant and equipment 196 91

332 135

15. Subsequent eventsAs previously disclosed, the Group’s trade and other receivables included an amount of R45,2 million which was under dispute. The matter was referred to legal arbitration and later to an independent audit firm for expert determination. On 2 September 2013 the Group was notified by the independent audit firm of a determined settlement amount of R22,9 million. Although the determined settlement still needs to be accepted by both parties, this event constitutes an adjusting event after the reporting period in terms of IAS 10 and as a result the Group recognised an impairment on trade and other receivables of R22,3 million.

18

NOTES TO THE SUMMARISED CONSOLIDATED ANNUAL FINANCIAL STATEMENTS continued

16. Change in accounting policy and reclassification of comparative figures16.1 Change in accounting policy

In anticipation of the impact of IFRS 11 – Joint Arrangements (effective June 2014) on the Group’s accounting policies the Group decided to change the way it accounts for its interests in jointly controlled entities under the current IAS 31 — Interests in Joint Ventures from proportionate consolidation to the equity-method of accounting. Comparatives have been restated accordingly and the impact are disclosed below. The Group has adopted IAS 1 – Presentation of Financial Statements (effective 1 January 2013) and concluded that the presentation of a third balance sheet is not material.

(R’millions)June

2012

Balance sheetDecrease in property, plant and equipment (21)Increase in investment in joint ventures 11 Increase in financial receivables 26 Decrease in deferred taxation (1)Decrease in inventories (2)Decrease in trade and other receivables (17)Decrease in cash and cash equivalents (8)Decrease in trade and other payables 12Income statementDecrease in sales of goods and rendering of services (47)Decrease in cost of sales 43 Decrease in other operating expenses (before depreciation) 6Decrease in depreciation 1Increase in share of losses of joint ventures (2)Increase in profit before taxation 1Decrease in income tax expense (1)Statement of comprehensive incomeDecrease in exchange differences on translating foreign operations (4)Increase in share of comprehensive income of joint ventures 4

Statement of changes in equityRetained earnings –

Cash flow statementIncrease in cash utilised in operations 9Decrease in purchase of property, plant and equipment 20Increase in financial receivables granted (26)Increase in acquisition of share in joint venture (11)Decrease in net increase of cash and cash equivalents (8)

16.2 Reclassification of comparative figuresThe finalisation of the Group’s fee based business model within its Financial Services segment resulted in some selling and administration expenses as well as some finance costs within the GroCapital and Unigro business units now being reported as part of cost of sales. It also resulted in the reclassification of interest revenue between interest on trade receivables financed by banks and interest on trade receivables with the same implications for interest paid to banks for trade receivables financing and interest paid to financial institutions.Comparatives have been restated since the change in business model started on 1 December 2011 for Unigro and 29 June 2012 for GroCapital. The impact was as follows:

(R’millions)June

2012

Income statementSale of goods and rendering of services 45Interest on trade receivables financed by banks (45)Cost of sales (41)Selling and administration expenses 22Finance costs 19

The prior year information in the corresponding notes has also been restated as well as the information in the segment report.

17. Audit opinionThese summarised consolidated financial results have been audited by our auditors, PricewaterhouseCoopers Inc., who have performed their audit in accordance with the International Standards on Auditing. Their unqualified audit report is included on page 5. Forecast financial information included in the commentary on results has not been reviewed or audited, in accordance with section 8.40(a) of the JSE Listings Requirements.

46AfgriAudi ted summarised consol idated f inancial resul ts | 30 June 2013

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