Crookes Iar 2015

INTEGRATED ANNUAL REPORT
2015
Scope
of the REPORT
The integrated annual report to stakeholders covers the performance
of the operations of the Crookes Brothers Limited group, which includes
subsidiaries, associate companies and joint ventures with communities.
The financial reporting period is for the 12 months ended 31 March 2015.
However, the nature of our business and the intention of this report require
reporting on operational and strategic activities that fall outside of this
period.
The aim of this report is to communicate to all stakeholders an overview of
our operations in a format that is both comprehensive and clear. The full
report, which includes the full company and consolidated annual financial
statements, is available on our website at www.cbl.co.za.
In the period under review, there were no major changes to the business
that materially affect the comparability of the information provided in
this report, other than that readers should be aware of the inclusion of the
operations disposed of in the prior year as discontinued operations in the
2014 financial statements.
The King Code of Governance for South Africa 2009 (King III) and the Global
Reporting Initiatives (GRI) G3 guidelines have guided the compilation of
this report.
This report, together with the full report that includes consolidated annual
financial statements, provides information in accordance with the following:

The framework concepts and the measurement and recognition
requirements of International Financial Reporting Standards (IFRS).
The SAICA Financial Reporting Guides as issued by the Accounting
Practices Committee.

Financial Pronouncements as issued by the Financial Reporting
Standards Council.
The requirements of the International Accounting Standards Boards
IAS 34: Interim Financial Reporting.
The requirements of the Companies Act of South Africa.
The JSE Listings Requirements.
The external auditors, Deloitte & Touche, have provided independent
assurance in respect of the annual financial statements.
The board of directors acknowledges its responsibility to ensure the integrity
of this report and in the opinion of the board, it addresses all material issues
and fairly presents the integrated performance of the organisation. The
board has authorised the release of the integrated annual report for 2015.
The theme of this years integrated

report is SUSTAINABLE GROWTH
This is articulated in the content and images. Most of the photographs are of plants
propagated by Izinyoni Indigenous Nursery, which has been established to provide
flora for the rehabilitation of cane lands and adjacent natural vegetation in the
Mpambanyoni Conservation Development area which will incorporate the groups
planned property developments on the south coast of KwaZulu-Natal.
Contents
BUSINESS OVERVIEW
Scope of the report
Key features
Chairmans message
Strategic focus
Group profile
Board of directors
outside cover flap

1
2
4
8
10
COMMENTARIES
Operating environment
Strategic performance
Financial performance
Operational performance
14
16
18
22
SUSTAINABILITY
Sustainability report
Corporate governance report
Social and ethics committee report
Risk management report
Remuneration report
Stakeholder engagement report
26
32
35
38
40
44
ANNUAL FINANCIAL STATEMENTS

Directors approval of financial statements
Certificate from the company secretary
Independent auditors report
Directors report
Audit committee report
Condensed consolidated statements of:
Profit or loss and other comprehensive income
Financial position
Cash flows
Changes in equity
Segmental analysis
Condensed consolidated notes
48
48
49
50
52
54
55
56
57
58
60
SHAREHOLDER INFORMATION
Shareholder profile
Shareholders diary
Notice of annual general meeting
Form of proxy
Corporate information
Read more in this report

More information available on www.cbl.co.za
64
64
65
attached
inside back cover
Business
OVERVIEW
Key features
20
Revenue from
continuing operations
79
SCOPE OF THE REPORT
KEY FEATURES
Profit after taxation
(R43,1 million)
(R526,1 million)
219
Equity capital
and reserves
Cash from operations
(R62,1 million)
CHAIRMANS MESSAGE
STRATEGIC FOCUS
(R783,6 million)
51
25
Headline earnings
per share
Distributions
per share
(331 cents)
(150 cents)
Sugar cane
production
5,6
BOARD OF DIRECTORS
Return on
shareholders funds
12%
Deciduous fruit
production
Banana
production
(28 209 tons)
(16 862 tons)
BUSINESS OVERVIEW | INTEGRATED ANNUAL REPORT 2015
(655 715 tons)
21%
GROUP PROFILE
Chairmans MESSAGE
In addition to the many challenges and uncertainties facing the
business sector in South Africa, including exchange rate fluctuations,
price volatility, unsettled labour relations, transformation and
land restitution, the agricultural industry also has to withstand the
vagaries of Mother Nature. Droughts, floods, diseases and pests occur
or appear with little warning, yet can have disastrous effects.
These additional challenges are not new to the industry, but very
often make the difference between a good or bad year.
In 2014/15, we continued our strategy of expansion and
diversification, with the consolidation of operations at our recently
acquired High Noon deciduous fruit farm in the Western Cape
and the ongoing development of our greenfield project at Gurue
in Mozambique. The latter has proved to be a tough and testing
project, which contributed to the disappointing financial results.
Although group turnover for the year increased by 20% to
R526 million, headline earnings halved to R42 million, with the
dividend for the full year reduced from 200 cents in the previous
year to 150 cents in order to conserve capital for the ongoing
expansion programme.
The decline in profitability can be attributed primarily to the
difficulties experienced by the groups Swaziland estate. Steps taken
to rationalise the European Union (EU) sugar market ahead of the
termination of the quota arrangement in 2017, as well as global
oversupply, have resulted in a price decrease of over 40% in the EU
in the past 18 months. This has had a major impact on the Swaziland
industry which, for many years, has relied on preferential access to
the lucrative EU market to sell a large portion of its production. The
Swazi sucrose price fell by 14% last year and a further decline is
expected in the current year. Revenue from this operation was also
adversely affected by a debilitating four-week strike and severe
thrips and aphid infestations at the start of the season. As a result,
operating profit from the Swaziland estate declined by R36 million
from the prior year.
The deciduous fruit operation in the Western Cape was also
impacted by lower than expected prices, with Russian sanctions
resulting in an oversupply in Europe and the dramatic fall in the oil
price putting pressure on prices in our major African markets. This,
together with the associated impact on the year-end valuation of
the crop, caused the operating profit from this division to decline by
R22 million.
While the young macadamia orchards at our Murrimo project in
Mozambique are growing well, our first efforts at producing grains
and vegetables for the local market proved far more complex
than originally expected, and were plagued by adverse weather
conditions, logistical difficulties and inexperience in operating
in the Gurue environment. A loss of R5 million was incurred from
these crops. With the lessons learnt, however, we are confident of
developing a thriving business in these products in the undersupplied
local market in time as we continue to establish a long-term revenue
base in the macadamia market.
Despite the difficulties of the past year, the groups strategy for
expansion into Africa remains on track. The recently completed
deciduous fruit expansion with the accompanying large-scale
replanting of orchards to the latest varieties is producing excellent
early results. The first crop from the macadamia orchards planted
at Murrimo is expected in the autumn of 2017. Both these
operations have the potential to drive the growth of the group for
many years to come.
The highlight of the past year from an operations perspective
was undoubtedly the record results in terms of both yield and
quality achieved by our banana operation at Komati. This was
particularly gratifying in view of the recently completed replanting
and upgrading programme, with results exceeding our original
projections by some margin.
An integral part of our strategy of growth and diversification is our

ability to raise capital to finance expansion and new projects. In
the 2013/14 financial year, we disposed of profitable assets that
were not core to our strategy to finance the purchase of assets
where cash flows will be greater and more sustainable in the long
term. Investment into assets such as the High Noon deciduous
orchards in the Western Cape and the macadamia plantations in
Gurue in Mozambique reflect this.
During 2014, the group managing director and I met with
shareholders to discuss and gain support for the boards broad
strategy of diversification and expansion. At the same time
shareholders appetite and support for a rights issue to finance
this strategy was tested. Support for the strategy was unanimous;
The ongoing continuous improvement programme has progressed

in the past year, with the primary focus on our cane estates, where
350 hectares were replanted to the latest varieties with improved
irrigation systems. This programme remains a cornerstone of
our strategy to remain competitive in the face of increasing cost
pressures.
however, many shareholders advised that they would probably not
Steady progress was also made with the rezoning of parts of

the Renishaw farm for commercial, industrial and residential
development, following the approval of the environmental impact
assessment in March 2014. The major hurdle remaining is the
approval of the Department of Agriculture for the rezoning of
agricultural land. This has proved frustratingly slow, but with strong
lobbying from local government, we expect a positive resolution.
issue of shares for cash, which included a claw-back opportunity
The turbulent and uncertain agricultural environment in South

Africa continues to pose challenges. The re-opening of land
claims, labour unrest, changing labour regulations and shifting
B-BBEE goalposts are a few of the issues facing farmers and
the industry, with no obvious solutions at hand. Nonetheless,
the community joint ventures the group has engaged in have
been highly successful thus far. In the current year we are
expanding the area under cane at Mthayiza by 320 hectares to
1 100 hectares with the inclusion of an adjacent farm previously
leased to TSB Sugar. This expansion will have a major impact on
the profitability of the venture and on the long-term prosperity
of our community partners. As a group, we remain committed to
supporting the government in its efforts to transform the industry
on a sound economic basis.
facilitate the strategic initiatives.

In 2015 the board sought and received a premium offer from
its single largest shareholder, Silverlands (SA) Plantations Sarl, to
invest a further R215 million in the company by way of specific
for shareholders who may wish to retain their current overall
shareholding in percentage terms. As part of our ongoing
communication strategy, within regulatory constraints, we have
again endeavoured to communicate our plans to implement the
financing strategy to as many shareholders as possible prior to the
matter being put to a vote at a general meeting to be held late
July.
The board regards this capital-raising exercise as an imperative to
cement a healthy long-term future for the company and to be able
to maintain the historic good dividend flows to our shareholders.
I am confident that the shareholders will give their support to this
initiative.
I would like to take this opportunity to reiterate thanks to my
predecessor as chairman, Guy Wayne, for his service and leadership
to the group. In addition, this year I thank fellow non-executive
directors Paul Bhengu, who retired in February 2015, Chris Chance,
who resigned at the end of May 2015 and Xola Sithole, who
resigned in early June 2015, for their dedication and counsel.
In conclusion, I would like to thank management and all the
groups employees for their enormous efforts, commitment and
loyalty in a particularly tough year; and to my fellow directors,
I express my sincere thanks for their support, dedication and
professional input into the affairs of the group. I have no
doubt this will result in future success and rewards for all
our stakeholders.
The hearing of the land claim over part of the Renishaw property,
is scheduled to take place in the Land Claims Court later this year.
In the interim we have had enquiries from a number of major
South African companies looking to acquire land for commercial
development. We are confident that this development will become
a significant income generator for the group in the future, to the
benefit also of Scottburgh town and local communities, while
preserving the legacy of the Crookes family in the area.
follow a rights issue but understood the necessity to raise funds to
Strategic FOCUS
THE GROUP
The Crookes Brothers group specialises in the

production of primary agricultural products,
including sugar cane, bananas and deciduous fruit
in South Africa, Swaziland and Zambia, with a
major new farming operation under development in
Mozambique for the production of macadamia nuts
and annual crops.
Sugar cane is currently the largest contributor to group revenue

and profit and will remain so for the foreseeable future. We plan to
continue to expand farming operations in southern Africa to exploit
market opportunities for a variety of crops, balancing commodity,
currency and geographic exposure.
We are proud of the groups history as a pioneer in the South African

sugar industry and the reputation it has established for integrity,
excellence and fairness. We believe that our reputation is a major
and sustainable source of competitive advantage in positioning the
group as an employer and partner of choice in the industry.
The groups reputation for excellence is reflected in the commitment,

enthusiasm and loyalty of its employees. Staff development
through bursary schemes, mentorship and on-the-job training is a
core focus. In the current unsettled labour environment in the South
African agricultural sector the group continues to strive to provide a
supportive working environment, to maintain healthy community
and labour relations and to give every employee, at every level, an
opportunity to achieve his or her full potential.
OUR VISION
Global food security has been identified as a key

challenge of the 21st century, with the nutritional
demands of an increasing world population becoming
more difficult to supply from finite natural resources,
specifically water and land.
The demand for food is also driven by changes in dietary patterns in
the rapidly expanding middle classes in China, India and Africa, and
the often unpredictable impact of climate change on agricultural
production.
Sub-Saharan Africa is one of the few areas in the world that still offers
abundant under-utilised land and water resources for a substantial
expansion of agricultural production to meet global food security
needs.
Crookes Brothers has the resources and expertise to capitalise on
this opportunity, with the aim of leading the way in developing farm
production in southern Africa, focusing on the more stable countries
with established administrative and fiscal processes.
VALUES
AND CULTURE
CHALLENGES
Climatic variability
We care
Socio-political forces
We do things right
Market volatility
We keep our promises
Cost increases
It is our vision to become a major player in

the southern African agricultural sector
Strategic FOCUS continued

OUR GOALS
In setting our long-term financial goals we have

considered the characteristics of the industry,
market benchmarks, opportunities, resources and
the expectations of stakeholders.
Our primary financial goal is to

achieve long-term growth in headline
earnings per share (HEPS) of 15%
per annum.
This compares favourably with the average longterm growth of JSE listed companies. In evaluating
the appropriateness of this target, it needs to be
borne in mind that farming is an asset and labourintensive business, which limits opportunities for
rapid growth. Farming is a long-term endeavour,
subject to climatic and market fluctuations, hence
a rolling five-year average is used as a measure of
HEPS growth.
A secondary financial goal is to achieve

a return on equity of greater than 15%
per annum as measured by headline
earnings as a percentage of capital
and reserves.
This is considered aggressive for a farming
operation, where single digit returns are the norm.
In order to achieve these goals we need to
identify and implement high-return projects on a
continuous basis. We plan to invest R500 million
over the five-year period from 2014 to 2018,
with a targeted nominal internal rate of return
(after tax) exceeding 20% per annum on new
capital projects.
The strategy implementation process is
opportunity-driven and hence this expansion may
include investments outside of our current range
of crops in new countries.
CORE STRATEGIES
The group progresses along a broadly defined path from its current position to
our vision of the future. Core strategies define the boundaries of this path.
The achievement of goals requires the

continuous identification, evaluation and
implementation of projects generating
superior returns.
High-return
projects
Quality focus
In all our operations, we follow a philosophy

of continuous improvement, largely
through implementing new technology
and applying best practice management
and conservation techniques.
Continuous
improvement
We mitigate climatic, market, resource,

regulatory and geo-political risks through
the cultivation of a range of crops in a
variety of well-spread geographic areas.
We forge operating partnerships with

like-minded organisations to add value
to the groups agricultural production.
We also establish partnerships with
rural communities in farming and other
ventures to support transformation and
empowerment initiatives.
Geographic
and crop
diversification
Industry
partnerships
The quality of the portfolio of farms under

our management is a key determinant of
success for the group.
Group PROFILE
Crookes Brothers Limited is a South African company with
agricultural operations in the KwaZulu-Natal, Mpumalanga and
Western Cape provinces of South Africa, as well as in Swaziland,
Zambia and Mozambique. While the groups head office is scheduled
to relocate to Mount Edgecombe from Renishaw, the tradition
of the latter as the historical home of the company and
of the Crookes family remains.
The accompanying map indicates the extent and diversity
of the groups operations.
MOZAMBIQUE
ZAMBIA
MPUMALANGA
SWAZILAND
KWAZULU-NATAL
WESTERN CAPE
ZAMBIA
Mazabuka
Leasehold
Sugar cane irrigated
440 hectares
MOZAMBIQUE
Gurue
Leasehold
Under development, macadamias and annual crops
Irrigated and dryland
1 250 hectares
SWAZILAND
Crookes Plantations, Big Bend

Freehold
2 450 hectares
MPUMALANGA
MPUMALANGA FARMS
Komati/Malelane
Individual farms, freehold
and leasehold mix
320 hectares
KWAZULU-NATAL
RIVERSBEND ESTATE
Nkwalini Valley
Leased to Tongaat Hulett Sugar
1 400 hectares
WESTERN CAPE
Elgin Grabouw Villiersdorp

Freehold
Deciduous fruit irrigated
650 hectares
MTHAYIZA FARMING
Malelane
Leasehold, jointly owned
with the Libuyile community
1 100 hectares
MPAMBANYONI ESTATE
Renishaw
Freehold
Awaiting approvals for residential
and commercial development
Sugar cane dry land
740 hectares
Crocworld Conservation
Centre tourist facility
KOMATI ESTATE
Komatipoort
Leasehold
Sugar cane and
bananas irrigated
2 500 hectares
10
Board of DIRECTORS
From left to right: Anthony Hewat, Phumla Mnganga, Xola Sithole, Rodger Stewart, John Barton and Malcolm Rutherford
Anthony Hewat
Xola Sithole
(55)
MA (Oxon), CA(SA)
Independent non-executive director
Audit committee chairman
Appointed to the board: October 2006
(45)
BSc (Hons) (Microbiology)
Member of the audit committee
Appointed to the board: May 2014
Anthony co-founded the Metier private

equity and sustainability investing group
and has extensive private equity investing,
management consulting and financial
accounting experience with Brait, Capital
Partners, Gemini Consulting and Deloitte.
Xola is a business executive and

entrepreneur with a career spanning over
21 years in the finance and investment
sector. He is currently the chief executive
officer of the Mpumalanga Economic
Growth Agency.
Phumla Mnganga
Rodger Stewart (66)
(47)
BA, BEd, MBL, Phd
Remuneration committee chairman
Social and ethics committee chairman
Member of the nominations committee
Phumla is managing director of Lehumo
Womens Investment Holdings. She is the
chairperson of the Tolcon Group board,
serves on the boards of Gold Circle and The
Spar Group, and chairs the social and ethics
committees of these companies. She is also
chairperson of the University of KwaZuluNatal Council and the Siyazisiza Trust.
BSc (Agric)
Member of the risk and social and ethics
committees
Rodger is a non-executive director of the
Institute of Natural Resources. He is a
previous chairman of the South African
Cane Growers Association and of the South
African Sugar Association. Rodger has been
integrally involved in sugar cane operations
and policy at a senior level for more than
three decades.
John Barton (67)
FCMA, CGMA, AMP (Harvard)

Independent non-executive chairman
Nominations committee chairman
Member of the remuneration committee
Appointed chairman: August 2014
John worked for the Anglo American group
and subsidiary company Mondi where he
was CEO and deputy chairman until 2007.
He is a past president of the Durban
Chamber of Commerce and was previously
co-chairman of the KZN Growth Coalition.
John currently holds non-executive
directorship positions at Bell Equipment,
Foskor and Redis Construction Afrika.
Malcolm Rutherford (53)

BCom, BAcc, CA(SA)
Risk committee chairman
Member of the audit committee
Trained at Deloitte and UAL Merchant

Bank, Malcolm spent his working career as
chief financial officer of Dimension Data.
He currently runs his own private equity
fund specialising in agricultural and food
investment.
11
From left to right: Christopher Chance, Guy Clarke, Tim Denton, Gary Vaughan-Smith and Phillip Barker
Christopher Chance (62)
BSc
Non-executive director
Member of the remuneration committee
Appointed to the board: November 1993
Guy Clarke
(59)
MSc (Eng), MBA, Adv Tax Cert
Group managing director
committees
Appointed to the board: April 2006
Prior to his appointment as group managing
director, Guy was a senior executive at
the Industrial Development Corporation
(IDC). During his time at the IDC he was
extensively involved in project evaluation
and implementation in the agricultural and
food industries.
Tim is Head of Agricultural Research for

SilverStreet Capital. He has extensive
experience in the management of large
commercial farms in Africa, including the
development of green-field sites and outgrower schemes.
Gary Vaughan-Smith
(51)
BSc, MPhil, F.I.A
Non-executive director
Member of the nominations committee
Phillip Barker
(62)
BA, ACMA, CGMA
Group financial director
committees
Appointed to the board: June 2010
Phil joined the group in 1985 and
held various positions in financial and
management accounting. He was group
financial manager for a number of years
prior to his appointment to the board.
Gary is chief investment officer of

SilverStreet Capital, a London-based
investment management business focused
on the agricultural sector in Africa. He
previously worked at Gartmore Investment
and ABN AMRO, both based in London.
Note: Xola Sithole and Christopher Chance

resigned from the board subsequent to the
date of this report.
Chris is an agricultural consultant

focusing on fruit exports. He has extensive
experience in the sector, having been
involved in a number of farming enterprises
and initiatives within the sugar and fruit
industries.
Tim Denton
(53)
Alternate non-executive director
12
Commentaries
13
OPERATING ENVIRONMENT
STRATEGIC PERFORMANCE
FINANCIAL PERFORMANCE
OPERATIONAL PERFORMANCE
COMMENTARIES | INTEGRATED ANNUAL REPORT 2015
14
Operating ENVIRONMENT
AGRICULTURAL INDUSTRY
While food security concerns remain a dominant factor in the
global agricultural environment, global surpluses resulting from
good growing conditions in many sectors and regions, as well as
the dramatic decline in the oil price, have combined to drive down
the world prices of many agricultural commodities, including sugar.
Notwithstanding these current market pressures, we believe that
the longer-term positive trend remains intact, driven by a steadily
increasing world population, changing food consumption patterns
in the third worlds growing middle classes, the use of agricultural
products to produce renewable energy, climate change and the
scarcity of unexploited water and land resources.
Farmers and the agricultural industry at large still face numerous
challenges, particularly in the African environment:
volatile markets in response to short-term fluctuations in supply
and demand;
changes in regulatory controls and exchange rates;
the occurrence of extreme climatic events; and
logistical constraints.
In South Africa recent increases in the costs of major inputs such
as wages and electricity have exceeded inflation by a wide margin
and skills and labour are becoming increasingly scarce in the face
of rising urbanisation.
While acknowledging the desperate need for transformation of the
sector in South Africa, changing empowerment, land restitution
and labour regulations also pose challenges. The reopening of the
period for claimants to lodge restitution claims until 2018, as well
as frequent political interventions, add significant uncertainty to
the continued development of the sector and food security in the
country. It is noteworthy that the only remaining land restitution
claim over the farms in the group relates to 400 hectares at
Renishaw, but new claims could be made in future.
Recent changes to labour laws, specifically those relating to shortterm contracts, are expected to lead to further increases in costs
and make compliance more onerous. Labour militancy poses a
serious threat to farm production and farm security.
The revised Broad-based Black Economic Empowerment (B-BBEE)
Codes of Best Practice constitute a major shift in the BEE goalposts,
making even the lowest level of accreditation extremely difficult
to achieve. We plan to employ a specialist consulting company to
advise the group on the way forward and develop further strategies
to meet B-BBEE requirements.
The groups strategy for expansion into southern Africa is
founded on steadily increasing demand for food and other
agricultural products, while at the same time aiming to mitigate
climatic, market and labour risks. Despite the frequent difficulties
experienced by the industry, we believe that this strategy provides
a strong basis for the group to achieve its future growth targets.
MARKETS
Sugar
Global
Over the past year, the world raw sugar price (US no. 11) has
drifted steadily downwards to the current level of around
13 US cents per lb, the lowest level since 2009 and well below its
2011 high of over US 30c per lb. The gradual firming to around
US 22c per lb previously anticipated by industry commentators
has failed to materialise, emphasising the difficulty of predicting
prices, which are largely dependent on production conditions in
major producing countries, specifically India and Brazil, as well
as the fuel price and exchange rates in producer and consumer
countries.
Certainly, few producers worldwide are profitable at the current
price level. While the long-awaited market resurgence is still
expected, a lower plateau of around US 20c per lb is predicted
by industry bodies, due to the weaker Brazilian Real and lower
oil price.
South Africa
Prospects for the South African (SA) sugar market are more
positive. The projected relative sucrose value (RV) price of
R3 851 per ton for the 2015/16 season reflects a 12% increase
from the previous season, largely due to the increased tariff for
imports into the SA market combined with decreased production
due to last years drought in major growing areas in KwaZuluNatal.
Plans for power co-generation (cogen) and the production of
ethanol continue to be beset by bureaucratic delays, however.
Following the drought, these initiatives are becoming more
urgent to ensure the sustainability of dryland cane farming on the
KwaZulu-Natal coast.
Regional
Other southern African markets are subject to different dynamics.
Producers have historically targeted higher priced regional markets
as a priority and sold the balance of their production into the
European Union (EU) quota market. Rationalisation of the
EU market ahead of the planned elimination of the quota system
in 2017 has resulted in a drop in the EU price of more than 40%
in the past 18 months. This has significant implications for the
groups Swaziland and Zambia operations.
The consequences for the Swaziland sugar industry have been
particularly severe. Swaziland exports approximately 40% of its
production to the EU, with the balance sold in the high priced
SA market, without which the industry would not be sustainable
during periods of low world prices. The drop in the EU price has
resulted in a decline in the sucrose price from R3 290 per ton in
the 2014 financial year to R2 834 in 2015, with a price of only
R2 773 per ton projected for the 2016 crop. The global
management consulting firm, Bain & Co, has been employed to
evaluate industry turnaround strategies, including various options
to add value. Ultimately though, a substantial increase in the
world price is required to restore the Swaziland price to a more
sustainable level.
15
Faced with a similar threat, Zambia Sugar (Illovo Sugars subsidiary

in Zambia) has managed to divert much of its production to the
high priced regional markets, considerably reducing the impact of
low EU prices. This option is not readily available to the Swaziland
Sugar Association because of the distance to the markets in
central Africa.
A positive factor for the southern African industry as a whole is
steadily rising consumption in the region due to both the increasing
population and the increasing disposable income with the rapid
GDP growth experienced by several SADC countries. However, in
the long term, producers will need to adapt to world prices and
add maximum value through the production of electricity, ethanol
and chemicals.
Deciduous Fruit
Following a period of firm prices, the deciduous fruit industry in
South Africa is coming under pressure due to good production
in competitor countries. This situation has been exacerbated by
Russian sanctions, which have led to oversupply in Europe, as
well as the low oil price, which has put major African consumer
countries under pressure. Fortunately, the weakening of the Rand
against the US Dollar has supported Rand prices.
The groups production is marketed through the Two-ADay Group (TAD), which is owned by its grower suppliers.
TAD essentially operates as a co-operative, distributing income
to shareholders via rebates on packing and marketing costs.
TAD is a 50% shareholder in Tru-Cape (with Ceres Fruit Growers)
which markets the TAD production. TAD is also a shareholder in
APL Cartons, which gives it access to low-cost packaging material,
and Link Supply Chain Management, which manages logistics for
its exports. Elgin Fruit Juices, a wholly-owned subsidiary of TAD,
processes poor quality fruit not suitable for the local or export
markets to juice. TAD provides a technical advisory service to
growers and a service for the aggregated purchase of chemicals
and fuel.
Bananas
The total South African banana production is marketed locally,
as bananas from sub-tropical regions are generally unsuitable
for export due to under-skin discolouration caused by low winter
temperatures. This makes the market susceptible to dramatic
supply-demand and consequently price fluctuations. These occur
mainly from week to week, but also affect season average prices.
Local prices are coming under increasing pressure from imports
from southern Mozambique, where mainly ex-South African
farmers are rapidly expanding production, taking advantage of
better growing conditions and lower labour costs. Fortunately, the
groups banana operation achieved excellent quality from recently
upgraded plantations, which contributed to good average realised
prices.
The short-term prognosis for the South African market remains

uncertain. While Mozambique production is expected to continue
to grow, SA production will probably decline due to current
pressures in the face of substantial wage increases and the impact
of Panama disease in the Hazyview/White River region. In the
medium term, market forces are expected to restore the supplydemand balance.
Macadamia Nuts
With the first marketable crop of macadamias expected from the
project near Gurue in northern Mozambique in 2017, it is pleasing
to note that the global market for macadamias continues to firm
despite rapidly growing production. This is attributable to the rising
popularity of all tree nuts and particularly macadamias due to
perceived health benefits and the current small share macadamias
have of the total tree nut basket. Rapidly increasing demand from
China has added further impetus to the market. Current prices are
some 50% higher than those used in the financial model that was
used to motivate the case for investment. Accordingly, despite
initial problems experienced with the supplementary annual
crops, the Gurue project is expected to meet the groups targeted
investment return.
TAD supplies fruit to more than 60 countries around the world. This
market diversity considerably mitigates the risk posed by market
volatility. The Crookes Brothers group owns a 19% shareholding in
TAD and supplies approximately 25% of TADs throughput.
The groups banana production is distributed by Lebombo

Growers, in which the group has a 27% shareholding, in line with
its product supply. Lebombo operates on a similar basis to TAD,
distributing its surpluses to grower shareholders via a rebate on
product supplied. Lebombo supplies approximately 23% of the
South African market. It has been particularly successful in the
Western Cape where it has more than 40% market share and has
established a state-of-the-art distribution centre near Wellington
to supply selected retailers directly. A similar facility has been
established in KwaZulu-Natal on a pilot basis.
16
Strategic PERFORMANCE
FURTHER EXPANSION
PROJECT IMPLEMENTATION
During the current year, a lease over

320 hectares of irrigated cane owned by the
Libuyile community will be transferred from
TSB Sugar to Mthayiza Farming, bringing their
total area under cultivation to 1 100 hectares.
e two major initiatives in progress are

Th
the Murrimo macadamia project in Gurue,
Mozambique and the Renishaw property
development project on the south coast of
KwaZulu-Natal.
The cane fields in question are well managed and will require
little upgrading to produce competitive yields. The extension of
the lease area is a reflection of our excellent relations with the
local community and will greatly enhance the profitability of the
operation. It remains our long-term goal to develop Mthayiza
into a large-scale, majority black-owned farming business.
The Mthayiza operation has, to date, met the value and return
parameters anticipated on acquisition.
T he first phase planting of 249 hectares of macadamias was
completed at Gurue during the past year, 300 hectares of

irrigation was installed for annual crops, and a further 400
hectares of land cleared for dryland crops.
We are in negotiations with a development finance institution

to provide finance to increase the macadamia plantings to 450
hectares. This will enable the group to develop the project to
its full potential while considerably mitigating the risks of a
greenfield development in a remote area.
17
Renishaw farm, the historical home of the group, is in the

process of evaluation for the feasibility of large-scale residential
and commercial development.
Environmental approval was received from the Department
of Agriculture and Environmental Affairs for mixed-use
development in March 2014. Approvals from the Department
of Agriculture for the rezoning of agricultural land and the local
authority are required. Restitution of a land claim over part of
the property is also still outstanding. While the claim should not
hold up the start of the development, it may limit the extent of
the development. The case is set to be heard in the Land Claims
Court later in the year.
These approvals will unlock the opportunity to develop some
350 hectares of coastal land over the next two or more decades.
Current initiatives include the establishment of Mpambanyoni
Conservation Development and the Izinyoni Indigenous
Nursery, to ensure responsible management of the coastal
forests and to provide a ready supply of indigenous vegetation
for the planned development.
The first phase of the development is planned to comprise a
mature lifestyle village on the site of the present offices. Several
approaches have also been received from credible sources
to acquire land for commercial, educational and healthcare
development. This project has the potential to become a major
contributor to the growth of the group over the next decade.
CONTINUOUS IMPROVEMENT
The continuous improvement programme
remains a key strategic focus for the group, with
the objective of transforming all the farms within
the portfolio to high-quality production units
capable of delivering superior returns.

The accelerated replant programme on the deciduous
operations was completed during 2014. Since the acquisition
of the Dennebos and Vyeboom farms in 2007 and 2009
respectively, 282 hectares have been replanted to the newest
cultivars/strains using the latest cultivation techniques. As
these orchards mature we expect production to increase from
the current level to approximately 35 000 tons, with a major
impact on the divisions profitability.
INDUSTRY PARTNERSHIPS
One of the groups core strategies is to form
partnerships with businesses able to add value
to our agricultural production. A common set of
values and business approach is key to the success
of these ventures.
The group has a 19% shareholding in the Two-A-Day group
(TAD) which packs, processes and markets the groups deciduous
production and a 27% shareholding in Lebombo Growers, which
markets the banana production from the Komati estate on a
similar basis. We plan to initiate discussions in the current year with
potential marketing partners for the export of macadamias from
Murrimo in Gurue.
COMMUNITY JOINT VENTURES

Participation in joint ventures with the
community recipients of claimed land is an
established strategy of the group.
The group is active in several such ventures.
Mthayiza Farming remains a key strategic partner and we
are focused on supporting the growth of this operation into a
major black-owned agri-business in the Mpumalanga region.
Although the Komati lease still has five years to run, following
the recent allocation of the largest part of this estate to the
Mawewe community by the Department of Rural Development
and Land Reform, we have initiated discussions with Mawewe
community leaders to set up a similar joint venture structure
for the ongoing management of the estate. Initial discussions
have yielded promising results.
The finalisation of the groups appointment as the strategic
partner for a 43-hectare deciduous farm in the Western Cape
is still a work in progress after many delays. Nonetheless,
we believe that the deciduous industry offers potential to
expand our joint venture activities in support of governments
transformation efforts.
We have set up a block-making and sand-mining operation
on our Renishaw farm in conjunction with the neighbouring
Cele community, which has been identified as preferred
empowerment partner for the Renishaw development.
The sugar cane estates in particular have achieved excellent

results by replacing flood and sprinkler irrigation systems with
pivot and drip, resulting in substantial yield improvements as
well as reducing power and water consumption. In the past
year, approximately 350 hectares were upgraded on the
Komati, Swaziland and Zambia estates as well as the Mthayiza
joint venture.

An accelerated replanting of banana orchards was also
completed during 2014. The results from these replanted
operations have exceeded expectations, in terms of both yield
and quality, resulting in record profits from this division in the
current season.
18
Financial PERFORMANCE
FINANCIAL OVERVIEW
Revenue from continuing operations increased by 20% to
R526,1 million (2014: R439,0 million), the major contributors
being deciduous fruit, with the inclusion of a full years revenue
from High Noon, and the banana operation at Komati, with the
improvement in yields, quality and prices.
the reality is that it is difficult to predict pack-out percentages and

prices that will be achieved as the fruit is fed into the world market
over the subsequent 12 months. In this instance the overvaluation
of R11 million had the unintended effect of enhancing the prior
years and depressing this years reported operating profit.
Cash generation from group operations improved markedly to

R62,1 million (2014: R19,5 million).
Consistent with the strategy to undertake long-term investment

in Mozambique, net investment cash outflows of R106,9 million
were significantly higher than last years R33,5 million, the large
investment outflow in that year being offset by the proceeds
from the disposal of Quarrie Farms. This resulted in an increase in
funding requirements of R93,4 million, the major portion of which
was serviced by an increase in short-term borrowings.
Headline earnings for the year at R41,5 million are significantly

below those of the prior year (2014: R84,6 million). There were
a number of factors affecting the earnings performance. Further
commentary on this is included in the operational performance
review which follows this report.
Capital expenditure of R42,0 million has been authorised for the

next 12 months. The lower capex spend, together with a return
to normal operating conditions, will further reduce the pressure
on cash flow. However, an injection of capital is required to fund
growth and to put the company in a position to restore and
maintain an attractive dividend flow in the medium-term. A share
issue to raise R215 million is being recommended to shareholders.
In summary, these factors relate to:

in Swaziland, the reduction in the sucrose price, costs associated
with the prolonged strike and expenditure incurred combatting
the outbreak of disease in the sugar cane;
in the Western Cape, the effect on the reported results of the
valuation estimates of unsold deciduous fruit at the end of the
prior period; and
Our financial goals of achieving long-term growth in headline

earnings per share (HEPS) of 15% per annum and a return on
equity (ROE) greater than 15% were not achieved in the year
under review, with a five-year rolling average HEPS growth of 13%
and an ROE of 6% reported. Nevertheless, on a five- and 10-year
perspective, the earnings trend and shareholder value creation
in Mozambique, losses incurred on the cash crops at Murrimo

due to both weather and logistical problems.
The valuation issue indicates the difficulty of placing a fair value
on the unpacked fruit as required by accounting standards.
Despite using industry experts estimates of price and fruit quality,
REVENUE (Rm)
526,1
753,5
439,0
298,3
342,5
CASH GENERATED
FROM OPERATIONS (Rm)
HEPS (cents)
588,3
362,3
77,2
676,8
62,1
62,2
330,6
41,6
203,9
2011
2012
2013
2014
2015
2011
19,5
2012
2013
2014
2015
RETURN ON
SHAREHOLDERS FUNDS (%)
CAPITAL AND RESERVES (Rm)
2011
2012
2013
2014
2015
DISTRIBUTIONS PER SHARE (cents)
783,6
584,5
439,1
763,8
240,0
30,1
29,0
503,6
17,4
200,0
200,0
160,0
18,3
150,0
5,6
2011
2012
2013
2014
2015
2011
2012
2013
2014
2015
2011
2012
2013
2014
2015
19
FINANCIAL SUMMARY for the year ended 31 March 2015

2015
2014
R000
R000
R000
R000
R000
783 603
526 087
61 109
43 136
41 531
763 778
439 019
90 765
202 697
84 603
3
20
(33)
(79)
(51)
Headline earnings per share

Basic earnings per share
Cash flow from operating activities per share
Dividends declared per share ordinary
Net asset value per share
Market price per share at year-end
cents
cents
cents
cents
cents
cents
330,6
323,9
292,1
150,0
6 231
7 200
676,8
1 609,0
20,5
200,0
6 087
7 000
(51)
(80)
1 325
(25)
2
3
Dividend cover (headline earnings)

Interest cover (operating profit before interest and tax)
Return on shareholders funds
Operating margin
Financial gearing ratio
times
times
%
%
%
2,2
8,5
5,6
11,6
16,7
3,4
20,3
30,1
20,7
7,1
Shareholders equity
Revenue (continuing operations)
Operating profit before taxation
Profit for the year
Headline earnings
20
Financial PERFORMANCE continued

remain positive.
FIVE-YEAR FINANCIAL REVIEW

Consolidated statement of comprehensive income
Revenue
2015
R000
*2014
R000
**2013
R000
**2012
R000
2011
R000
526 087
439 019
362 348
342 514
298 303
61 109
655
166
3 045
(7 316)
251
90 765
1 121
78
4 426
(4 538)
7 430
85 843
158
1 532
33 739
(2 183)
90 286
120
8 708
1 014
(3 467)
4 627
25 794
51
4 501
911
(4 353)
93 741
57 910
(14 774)
99 282
(19 692)
119 089
(30 726)
101 288
(24 906)
120 645
(7 439)
Profit for the year from continuing operations

Operating profit for the year from discontinued operations
Capital profit for the year from discontinued operations
43 136
79 590
8 793
114 314
88 363
5 550
76 382
5 802
113 206
Profit for the year
43 136
202 697
93 913
82 184
113 206
Other comprehensive (loss)/profit

Re-measurement of post-employment obligations
Investment revaluation
Exchange differences on translating foreign operations
1 086
(189)
(2 121)
418
2 821
8 776
(1 516)
(160)
1 542
(2 646)
Other comprehensive (loss)/profit for the year
(1 224)
342
12 015
(1 676)
(1 104)
Total comprehensive income for the year
41 912
203 039
105 928
80 508
112 102
Headline earnings
41 531
84 603
93 327
72 855
25 250
514 116
254 234
20 063
9 635
313 937
460 961
192 883
19 660
6 644
345 722
285 614
145 518
20 827
1 203
329 444
20 837
236 952
116 000
17 026
938
356 376
3 564
177 847
101 730
15 394
650
303 664
1 111 985
1 025 870
803 443
730 856
599 285
783 603
118 320
39 162
45 082
10 936
91 653
23 229
763 778
107 199
19 955
41 763
9 618
34 178
49 379
584 549
88 427
13 513
51 635
10 514
15 911
38 894
503 595
71 456
16 373
45 174
14 470
41 146
38 642
439 056
53 103
6 559
41 076
16 190
22 546
20 755
1 111 985
1 025 870
803 443
730 856
599 285
Operating profit from continuing operations

Share of profit of associate companies
Investment income
Interest received
Finance costs
Capital items realised
Profit before taxation
Taxation
5 977
(5 378)
(257)
Consolidated statement of financial position
Assets
Property, plant and equipment
Bearer biological assets
Investments
Other non-current assets
Current assets
Assets classified as held for sale
Total assets
Equity and liabilities

Capital and reserves
Deferred taxation
Long-term borrowings interest-bearing
Long-term liability interest-free
Post-employment obligations
Current liabilities interest-bearing
Trade and other payables and provisions
Total equity and liabilities
Consolidated statement of cash flows
Cash generated from operations

Net finance costs
Taxation paid
62 108
(4 271)
(21 134)
19 451
(112)
(16 781)
77 188
(2 183)
(17 431)
62 210
(3 467)
(5 469)
41 561
(4 353)
(20 470)
Cash inflow from operating activities

Dividends paid
36 703
(23 231)
2 558
(20 953)
57 574
(26 628)
53 274
(16 100)
16 738
(14 862)
13 472
(106 896)
(18 395)
(33 459)
(22 820)
(29 033)
37 174
(58 114)
1 876
55 936
(93 424)
(51 854)
38 474
(20 940)
57 812
Net cash inflow/(outflow) from operating activities

Net cash (outflow)/inflow from investing activities
(Increase)/decrease in funding requirements
* Re-presented to reclassify interest received as an operating activity and occupational interest as an investing activity.
** Re-presented to account for discontinued operations and accounting standard changes.
21
FIVE-YEAR FINANCIAL REVIEW continued

Notes
Share performance

Basic earnings per share
Dividends declared per share ordinary
Dividends declared per share special
Dividend cover (headline earnings)
Earnings yield (headline earnings)
Dividend yield
Net asset value per share
Market price per share closing

highest

lowest
Closing price/net asset value per share
Price/headline earnings ratio at year-end
Shares in issue (year-end)
Shares in issue (weighted during year)
Volume of shares traded
Number of share transactions
Value of shares traded
Volume of shares traded/issued shares
cents
cents
cents
cents
times
%
%
cents
cents
cents
cents
%
times
000
000
000
*2014
R000
**2013
R000
**2012
R000
2011
R000
330,6
323,9
150,0
2,2
4,6
2,1
6 231
7 200
8 297
6 689
115,6
21,8
12 577
12 564
1 175
435
85,2
9,3
676,8
1 609,0
200,0
3,4
9,7
2,9
6 087
7 000
7 500
4 997
115,0
10,3
12 547
12 501
343
438
21,2
2,7
753,5
760,8
240,0
3,1
13,6
4,3
4 720
5 550
6 000
4 600
117,6
7,4
12 385
12 385
3 956
285
205,6
31,9
588,3
631,9
200,0
2,9
12,5
4,3
4 066
4 700
5 200
3 250
115,6
8,0
12 385
12 385
608
229
24,2
4,9
203,9
911,0
110,0
50,0
1,9
5,7
4,4
3 545
3 600
4 500
3 050
101,5
17,7
12 385
12 385
314
191
12,3
2,5
%
%
%
%
5
6
7
8
5,6
5,0
5,8
11,6
30,1
28,3
10,1
20,7
18,3
17,4
12,5
23,7
17,4
16,0
14,9
26,4
29,0
25,7
5,4
8,6
%
%
times
cents
times
9
10
11
12
13
41,9
16,7
2,7
292,1
8,5
34,3
7,1
4,1
20,5
20,3
37,4
5,0
6,4
464,9
40,1
45,1
11,4
4,5
430,1
28,6
36,5
6,6
7,0
135,1
7,0
Return on shareholders funds

Taxed return on net assets
Pre-tax return on total assets
Operating margin
Total liabilities to total shareholders funds

Financial gearing ratio
Current ratio
Cash flow per share
Interest cover
2
3
Rm
%
Returns and profitability
Solvency and liquidity
2015
R000
* Re-presented to reclassify interest received as an operating activity and occupational interest as an investing activity.
** Re-presented to account for discontinued operations and accounting standard changes.
1. Dividend/cash distribution cover

Headline earnings per share divided by
cash distributions and ordinary dividends
per share (interim: paid; final: declared).
2. Dividend/cash distribution yield
Dividends per share (interim: paid; final:
declared) and cash distributions per share
as a percentage of year-end market price.
3. Net asset value per share
Shareholders funds divided by the number
of shares in issue at year-end.
4. Price:headline earnings ratio

Market price at year-end divided by
headline earnings per share.
5. Return on shareholders funds

Profit after taxation, expressed as a
percentage of the average of the financial
periods opening and closing shareholders
funds.
6. Taxed return on net assets

Profit after taxation, expressed as a
percentage of average net assets.
7. Pre-tax return on total assets
(continuing operations)

Operating profit before interest and
taxation (but including income from
investments), expressed as a percentage
of the average of the financial periods
opening and closing total assets.
8. Operating margin
(continuing operations)
Operating profit before interest, expressed
as a percentage of revenue.
9. Total liabilities ratio

Interest-bearing debt and other liabilities,
expressed as a percentage of shareholders
funds.
10. Financial gearing ratio

Interest-bearing debt, expressed as a
percentage of shareholders funds.
11. Current ratio
Current assets divided by current liabilities.
12. Cash flow per share

Cash available from operating activities
divided by the weighted average number
of shares in issue during the year.
13. Interest cover (continuing operations)
Operating profit before interest paid and
taxation (but including income from
investments), divided by interest paid.
Notes to the five-year financial review
22
Operational PERFORMANCE
SUGAR CANE
Total cane production of 655 715 tons was 8% lower than the
previous year due to the exclusion of the discontinued KwaCele
operation, which passed to outright community ownership in
the previous year. Excluding KwaCele, cane production increased
by 3%. Revenue of R281,2 million was 4% higher than the
previous year and operating profit before overheads 17% lower at
R73,4 million. The decrease in profit from cane was mainly due to
lower yields and a significantly lower price in Swaziland.
The South African RV (relative sucrose value) price increased
by 10% to R3 438 per ton from the previous year (after a price
decrease in 2014), the ERC (estimated recoverable crystal) price in
Zambia decreased by 5% to R3 571 per ton, and the Swaziland
sucrose price decreased by 14% to R2 834 per ton.
Komati
The yield of 225 562 tons was 4% higher than that of the
previous year, despite the carry-over to the new season of the
harvest of 8 000 tons, necessitated by the mill strike during
the year. Operating profit from cane increased by 55% to
R48,5 million, driven by the higher RV price and good cane quality.
Mthayiza
Operating profit increased by 73% to R11,5 million as a result of
an increase in production of 10% to 72 583 tons, an increase in
the RV content and the increase in the RV price.
Malelane
These farms, comprising a total cultivatable area of 322 hectares,
have recently been upgraded, so comparative results are not
meaningful at this stage. Production increased to 32 400 tons and
operating profit to R7,3 million.
Swaziland
Operating profit decreased sharply to R1,8 million largely due to
the substantial drop in the Swaziland sucrose price. Production
decreased by 2% to 236 676 tons from the previous year under
the combined effects of a severe thrips/aphid infestation and a
four-week strike. The decline in profit was exacerbated by a further
decline in sucrose price expected in 2015/16, with a resulting
decrease in the biological asset value of standing cane at year-end.
Zambia
Operating profit was 23% lower than the previous year at
R7,2 million, despite a 10% increase in production to
54 693 tons, largely as a result of the weaker price. The erratic
supply of power and water continue to pose problems for the
estate.
Renishaw
Operating profit decreased by 67% to R1,3 million, despite the
higher price, largely due to a 22% decrease in production to
33 801 tons. A large area of carry-over cane was cut in the previous
season, which boosted production in that year. As an agricultural
operation, this estate has been marginal for a number of years,
reinforcing the decision to investigate property development
opportunities.
Summary: cane production
Estate
Area
harvested
hectares
Yield
tons per
hectare
2 323
1 911
713
302
438
628
101,9
118,0
101,9
107,4
124,8
53,8
Swaziland
Komati
Mthayiza
Malelane
Zambia
Renishaw
RV/
Sucrose(1)/
Production
ERC(2)
tons
%
236 676
225 562
72 583
32 400
54 693
33 801
13,6(1)
13,3
13,7
14,0
12,4(2)
12,9
DECIDUOUS FRUIT
In the 2015 financial year revenue increased by 57% to
R141,9 million, largely due to the addition of the High Noon
farm to the operation, but operating profit declined by 58% to
R16,2 million. The decline in profit was caused by an essentially
static price in the face of a substantial increase in costs,
exacerbated by lower valuation of the crop at year-end compared
to the previous year.
The average price for fruit decreased by 1% from the 2013 to the
2014 season, driven by a decline in hard currency prices in the
groups major markets, which was essentially countered by quality
improvements and the weak Rand.
From the 2016 season, we expect a rapid increase in fruit volumes
as the replanted orchards mature.
BANANAS
Banana production increased by 12% to 16 862 tons, with an
increase in the Lebombo (first grade) percentage from 61% to
71% following the completion of the accelerated replanting
programme. The Lebombo proportion was less than 50% prior
to the upgrade. Revenue increased by 28% to R84,9 million and
operating profit by 132% to R15,9 million due to the increased
production and a 15% increase in average price, due mainly to
improved quality achieved from the new plantations and improved
prices per grade.
23
MACADAMIA NUTS
A total of 249 hectares has been established, with the balance of
the first-phase orchards, totalling 55 hectares, in the process of
being planted. The development of the trees has been exceptional
and we expect good yields when the trees start bearing. In time,
we expect this operation to become a major contributor to group
profitability.
As noted, deciduous prices are also under pressure due to the

Russian sanctions and the low oil price. Fortunately, the weak Rand
is expected to provide some relief. Wide fluctuations in deciduous
prices are common however, and we believe that this division will
become a major contributor to the groups profits in the future.
Banana prices are the subject of speculation at this early stage, but
we expect a continuation of the good yields and quality achieved
in 2014/15.
CASH CROPS
Initial efforts to produce a range of grain and vegetable crops to
complement the macadamias was beset by numerous difficulties,
caused by poor quality seed, unexpected diseases and a cyclone.
The current plantings are faring much better and are expected to
make a substantial contribution towards covering the overheads
of the operation in the current financial year. With strong local
demand for a variety of food crops, this operation offers good
potential for expansion.
There should be some relief from rising costs, however. Fuel,

chemical and fertiliser prices are generally lower than the
previous year, although above inflation increases are expected
in wage and electricity costs. With a total annual electricity bill of
R32 million for irrigation alone, the group is vulnerable to a further
price increase as recommended by the National Energy Regulator
(NERSA).
FUTURE PROSPECTS
Management is committed to disciplined cost control and the

continuous improvement strategy is focused on optimising
efficiency by increasing yields and quality, improving productivity,
and reducing water and electricity consumption.
Prospects for the 2015/16 year are more positive, although little
relief is expected from the difficult market environment. Higher
prices for cane are expected in South Africa and Zambia, but the
Swaziland cane price is likely to come under increasing pressure due
to low EU and world prices. The Swaziland estate has traditionally
been a major contributor to the groups profit, and as long as the
world sugar price remains severely depressed, the group will not
achieve its full potential.
The prospects for the medium term are exciting, with the replanted
deciduous fruit orchards approaching maturity, the macadamia
orchards coming into production and the implementation of the
Renishaw development imminent. Depending on the success of
the capital-raising exercise, several other high-return projects/
acquisitions could be undertaken to build on the Africa expansion
strategy.
Five-year agricultural statistics review
Deciduous fruit
Hectares
Hectares harvested
Tons harvested
Apples
Pears
Net price per kilogram export fruit
Apples
Pears
Bananas
Hectares
Tons harvested
Price per kilogram
2014
2013
2012
2011
6 659
655 715
3 438
2 834
3 571
7 912
711 012
3 138
3 290
3 777
7 849
644 421
3 197
2 888
2 963
7 171
636 728
3 018
2 252
2 580
6 993
563 113
2 572
1 891
2 228
629
448
629
455
409
280
404
319
374
329
25 986
2 223
19 899
3 458
14 858
2 285
12 786
3 097
11 546
2 387
Rand
Rand
6,32
6,18
5,60
7,01
4,64
4,45
3,79
3,71
3,48
3,27
Rand
395
16 862
5,19
369
15 034
4,51
340
12 638
4,30
320
12 618
4,23
362
14 602
3,63
Rand
Rand
Rand
* The cane hectares and tons harvested shown in the prior years include operations since discontinued.
Cane
Hectares
Tons harvested*
Average RV price per ton South Africa
Average sucrose price per ton Swaziland
Average ERC price per ton Zambia
2015
24
Sustainability
25
SUSTAINABILITY REPORT
CORPORATE GOVERNANCE
REPORT
SOCIAL AND ETHICS
COMMITTEE REPORT
RISK MANAGEMENT REPORT
REMUNERATION REPORT
STAKEHOLDER
ENGAGEMENT REPORT
SUSTAINABILITY | INTEGRATED ANNUAL REPORT 2015
26
Sustainability REPORT
Sustainable development
ensures that we meet our
present needs without
compromising our ability to
meet future needs.
Considerations of sustainability become increasingly important
as global climate change poses new challenges for the future of
humanity and social issues become more relevant to the growing
world population.
As a significant regional player in the agricultural sector, Crookes
Brothers focuses on optimising the social and environmental
impact of its operations, without compromising economic
viability. It is the groups goal to position itself as employer and
partner of choice for employees, communities, business initiatives
and governments.
ECONOMIC IMPACT
Rural economies
As a major employer in the various regions in which we operate

and as a community business partner in some of those regions,
Crookes Brothers plays an increasingly significant economic role
in rural communities in South Africa, Swaziland, Zambia and
Mozambique.
As a farming company, we proactively support the socio-economic
transformation of the community residents of the areas in which
we operate.
Employment
The group provides permanent employment for 2 000 people
and contracts a further 1 500 short-term seasonal staff. Rural
communities in close proximity to our farming operations are the
main beneficiaries of the wages and benefits earned.
Preferential procurement
We have a preferential procurement policy that supports the
participation of historically disadvantaged communities in
economically beneficial activities. Local suppliers of goods and
services are utilised whenever feasible and a growing proportion
of our procurement spend is received by small and emerging
businesses.
Entrepreneurial development
It is a core strategy to increase the provision of agricultural
management and mentoring services to the community recipients
of land restitution. For some time we have been involved in a joint
venture with 1 000 households comprising the Libuyile community
near Malelane (Mthayiza Farming). The group has a minority
shareholding in this operation and is the operating partner in

control. The initiative is considered a model for post land restitution
co-operation and management.
The groups Belleview deciduous fruit farm is a similar land
transformation project and we are in the process of working with
the Department of Rural Development and Land Reform of the
Western Cape to establish a joint venture with ex-employees.
In 2014 we handed over the operational reins of KwaCele
Farming to the community property trust established by the Cele
community, comprising 800 households residing in an area inland
of KwaDukuza in KwaZulu-Natal. This model of transformation has
become independent of Crookes Brothers in a relatively short time.
At Scottburgh, we established Mpambinyoni Construction
Supplies (MCS) in which the local Cele community and historically
disadvantaged individuals have a 37% shareholding and Crookes
Brothers holds a minority share. MCS mines sand on Crookes
Brothers property and manufactures bricks and blocks for the
construction industry.
On receipt of the necessary rezoning approvals and resolution of
the land restitution claim, we plan to involve the Cele community
in the Renishaw property development project.
Economic value creation

The value-added statement shows the wealth created and
distributed by the group. During the 2015 financial year
R239 million was created, with R189 million (79%) being
distributed to employees, providers of capital and governments.
27
Value-added statement for the year ended 31 March 2015
140 448
25 491
Distributions
Interest paid
23 231
7 316
20 953
4 538
To pay direct taxation to the state
15 197
42 046
189 398
207 985
Wealth retained for future growth
49 054
202 223
Depreciation
Retained earnings
30 502
18 552
24 953
177 270
238 452
410 208
Retentions
143 654
30 547
Wealth distributed
To pay employees salaries, wages and other benefits
To pay providers of capital
Percentage distributions 2014

49%
35%
5%
10%
1%
Retentions
410 208
6%
State
238 452
3%
State
635 838
(225 630)
10%
Providers of
finance
532 155
(293 703)
Materials and services purchased
21%
Providers of
finance
490 419
2 489
133 598
1 121
78
8 133
Shareholders
526 087
1 951
251
655
166
3 045
Wealth created
Revenue
Other operating income
Capital items
Share of profit of associate company
Dividends received
Interest received
60%
Shareholders
2014
R000
Employees
2015
R000
Percentage distributions 2015
Employees
Value-added is the wealth created and this statement shows how this wealth has been
distributed amongst its various stakeholders
28
Sustainability REPORT continued

SOCIAL IMPACT
Employer of choice
The group endeavours to offer equal opportunities to all and avoid

discrimination based on race and gender, not only by adhering to
the standards set out in codes of practice, but also by establishing
a culture of fairness, transparency and reward for effort. We are
committed to maintaining a supportive management culture and
encouraging open communication in all our operations.
We have several ongoing initiatives to establish a position as
employer of choice in the agricultural industry. In addition to
competitive salaries and performance-based incentives for staff,
these initiatives include an employee wellness programme,
continuous upgrading of company housing and employee facilities,
various corporate social investment initiatives and bursary, training
and development schemes.
Talent management
The group recognises that the expertise of its staff is central to
the achievement of its regional growth strategy. Crookes Brothers
is committed to ensuring that all employees are given the
opportunity to develop to their full potential to meet their own
aspirations and enhance the groups value. To this end, we have
implemented a talent management system that aims to ensure
that we attract and retain the best talent and skills available, that
mission-critical positions and roles are staffed with key people and
that a pipeline of talent and skills is provided for the future.
Skills development
The maintenance and development of an adequate skills base is
identified as a critical component in ensuring the sustainability of
the agricultural industry into the future. The groups core strategic
goal of continued expansion outside South African borders and
across a range of crops requires an ongoing commitment to skills
development. Our processes integrate selection and recruitment,
training, coaching and mentoring, promotion and succession
planning to meet our goals. Over 1 000 staff were trained in the
2014/15 financial year.
The skills development initiatives include a bursary programme

for selected candidates pursuing qualifications in agricultural
sciences through South African universities. In 2014 two students
were funded to study towards Bachelor of Science degrees in
Agriculture. Another student was funded to study a Bachelor of
Technology in Agricultural Management and graduated at the
end of 2014. He was subsequently appointed as a trainee in our
deciduous fruit operation.
Our farm manager development programme continues to create
a talent pipeline from supervisory to farm management level. The
programme is supported by internal on-the-job training, coaching
and mentoring, as well as specific training courses offered by the
Sugar Association of South Africa and other service providers.
In the past financial year, the group employed six agricultural
trainees in addition to the bursary students mentioned above,
and we currently have nine agricultural trainees and two finance
trainees on the programme. We work closely with AgriSeta, which
provides partial funding for some of the trainees.
Health and Safety

Crookes Brothers recognises its moral and legal responsibility to
protect the health and safety of its employees or any persons
affected by the operations of the group. As a core priority focus, our
goal is to succeed in creating a health and safety culture instilled
throughout the company and integrated into every task carried
out. The health and safety related behaviour of individuals at all
levels of the organisation is influenced by the health and safety
culture, and their behaviours in turn shape the culture.
Wellness
The wellness programme is based on a holistic approach to
employee well-being, Wellness interventions are extended beyond
staff and employees to reach their families and communities
as well.
The focus areas of the programme are primary health care, health
education and HIV/AIDS. We have collaborated with local public
healthcare facilities to improve the delivery of services to assist
employees and their communities. We also provide access to the
services of the South African Social Security Agency (SASSA) on all
our farms. Private service providers are contracted to support our
estates in Komatipoort, Malelane and the Western Cape. Wellness
programmes presented by these service providers included peer
education, condom distribution, workplace policy education,
community outreach and HIV counselling and testing.
In 2014, the group observed World Aids Day across all our
operations within and outside South Africa. HIV/AIDS education,
voluntary counselling and testing and TB testing were conducted
to assist employees in identifying and monitoring their health risk.
29
Corporate social investment
Transformation
The group is committed to assist in improving the lives of the

disadvantaged communities in the areas in which it operates.
Our CSI programme is needs-driven and directed towards the
promotion of community health, the establishment of good
community relations, improving access to education and training,
and protecting and rehabilitating the natural environment. It is a
product of engagement and consultation and in the past year the
focus has been on education, with the majority of the initiatives
addressing the challenges faced in the public schools in the
communities in which we operate.
Support for the transformation of the agricultural sector, in terms

of the transfer of ownership and skills and the upliftment of the
communities in which we operate, is a key element of the groups
strategy, both in South Africa and SADC.
These education initiatives include subsidising teachers salaries,

providing teacher accommodation, the purchase of desks and
chairs, the provision of water reticulation systems, water tanks and
ablution facilities, and the building of classrooms.
In the past financial year over half a million Rand was spent on CSI.
The majority was spent on the upliftment of local schools in the
areas in which we operate, including Shonkweni and Mahlashana
Primary Schools in the Renishaw community; Mgubho Combined
School in Mpumalanga where we provided financial assistance
to provide extra science and maths lessons for matric students,
resulting in an increase of 11% in the matric pass rate; Mpumelelo
Primary School in Malelane, where toilets were built and a borehole
repaired to provide drinkable water; Daniel Le Roux Primary school
in the Western Cape where we fund teachers salaries; Manyovu
School in Swaziland where we built three classrooms; and the
funding of salaries for teachers and cleaners at Ngoma Basic
School in Zambia.
Industrial relations
The unrest experienced in previous years in the agricultural sector
emphasised the importance of maintaining sound and functional
relationships with employees and their representative structures.
Unions are recognised on four of the groups estates/divisions:

Komati, Swaziland, Murrimo in Mozambique and the deciduous
division in the Western Cape. The Mthayiza joint venture, Renishaw
estate and Hagiar Kim estate in Zambia are not unionised and
issues are dealt with through Employee Representative Forums.
The JV model has been proven by Crookes Brothers to be an

effective option for land reform. In this model, the community
retains ownership of the land but partners with an established
commercial farmer to farm the land. The farming company
typically leases the land from the community and the commercial
farmer has a management contract with the farming company to
provide administration and technical services, as well as to train
and mentor aspirant farmers from the community. This model
not only ensures the commercial viability of the business, but also
facilitates community involvement at all levels. Our reputation for
integrity, excellence and fairness is a key differentiator in earning
selection as a preferred partner in such structures.
These joint ventures include a 1 100 hectare irrigated cane farming
operation (Mthayiza Farming) near Malelane in Mpumalanga and
a 45 hectare deciduous fruit operation (Belleview) in the Western
Cape which is in the process of being set up. In the Scottburgh
area we have established a successful sand-mining and brickmaking venture with the local community on a similar basis.
We continually seek opportunities to establish viable businesses
with community partners as an effective transformation
mechanism. We pride ourselves on the success of these ventures
and believe that with the right government support we can play a
far wider role in this arena.
Employment equity is a further focus area in terms of the groups
transformation activities. We strive to increase representivity in
management through the implementation of affirmative action
employment policies, supplemented by well-established training
and mentorship programmes. Of the four new appointments
made at management level in the financial year in South Africa,
two were from previously disadvantaged communities.
We follow similar policies in the other southern African countries
in which the group operates to increase the involvement of the
indigenous populations in the agricultural sector and ensure
that the benefits derived from agriculture are shared with local
communities.
Our operations were largely unaffected by disruptions during the

past year, except for a four-week strike in Swaziland which coincided
with widespread strikes throughout the Swaziland sugar industry.
This was ultimately peacefully resolved, but proved costly in terms
of the impact of reduced yields, due to inadequate irrigation,
for the period of the strike. We are committed to continuous
interaction and communication at all levels with our employees
and their representatives.
This has largely been achieved through co-operation with

government in transferring properties to communities under land
restitution legislation and the establishment of joint venture (JV)
farming operations with the community recipients of claimed land.
The group has transferred land to the value of R288 million to the
government or communities on a willing buyerwilling seller basis.
30
Sustainability REPORT continued

ENVIRONMENTAL IMPACT
The group is committed to the sustainable production of primary

agricultural products in a manner that is not only economically
viable and socially acceptable, but also environmentally sound.
Climate change
Although the threats posed by climate change are well
documented on a macro scale, little information is available to
determine an appropriate response at the micro level. Certainly
though, it appears that the occurrence of extreme climatic events
and climatic variability are increasing. We mitigate these risks by
diversifying our operations geographically, in terms of crop types
and with appropriate technology to reduce water and electricity
demand.
Environmental management
It is our goal to establish the group as a benchmark for good
farming practice. Accordingly, we endeavour to employ best
management practices in our operations to ensure agricultural
production on a sustainable basis with a positive impact on the
environment. We base our management practices on farming
guidelines for deciduous fruit and bananas advocated by Global
GAP (Good Agricultural Practices) and SUSFARMS (Sustainable
Sugarcane Farm Management System) initiated by the South
African Sugar Research Institute.
Some years ago, we established a forum of senior agricultural

managers to evaluate global best practice standards, and update
and monitor the implementation of the EMP. The plans are estateand crop-specific and incorporate programmes with the following
elements:
Conservation of flora and fauna

Problem plants are categorised according to the Conservation
of Agricultural Resources Act, 1983. A number of the category
1 plants (problematic species) occur on our estates. The control
process focuses on the initial drastic reduction of the existing
population by uprooting, treating with registered herbicides and
biological control, followed by repeated programmes to remove
seedlings, root suckers and coppice growth. This is coupled with
the rehabilitation of indigenous species in the areas that have had
the alien vegetation removed.
Hunting is not permitted on any estates and poaching is controlled
by security patrols. The maintenance of natural species and
rehabilitation of indigenous species assist with conservation by
creating safe and natural habitats for animals and birds.
Soil improvement
Conservation farming is primarily aimed at improving soil health.
We outline some of the specific techniques used below.
Global GAP is an international best practice standard designed to

minimise possible detrimental environmental impacts of farming
operations, promote responsible use of chemicals and ensure a
responsible approach to worker health and safety.
We allow a fallow period between uprooting an old crop or

orchard and replanting with the same material.
In all our operations, we aim to conserve and upgrade natural

assets, maintain and enhance critical ecosystems and use
agricultural resources sustainably. In order to achieve this, each
estate has drawn up an environmental management plan (EMP)
as well as accompanying action plans, which are updated and
audited each year.
We perform soil analyses to determine the chemical condition

of the soil and the quantity and type of ameliorants to be
used. Soil cultivation is limited to the fallow period when we
incorporate ameliorants (e.g. lime and gypsum) in the soil
to the potential root depth. Unnecessary soil disturbance is
therefore avoided.
Chemical fumigation is limited, with environmentally friendly

products used where possible.
31
We plant green manure (fallow) crops to enhance soil health

and fertility. Soils are rejuvenated and problem weeds
controlled. The areas selected are where the soil has become
degraded and requires increased organic matter to improve
soil structure and fertility.
Integrated pest management

We use inorganic fertilisers responsibly to satisfy the
nutritional needs of the crops. Application rates are based
on recommendations provided by well-known research
institutions. We apply organic fertilisers in some instances as a
means to increase the organic matter content of the soil.
The deciduous fruit farms have adopted an integrated pest

management approach that complies with both Global GAP and
Natures Choice standards as required by the European and UK
retailers. Emphasis is placed on using biologically friendly products
that are pest- and disease-specific.
We implement green cane harvesting and trash blanketing

where possible on the sugar cane estates, as this reduces
smoke pollution, increases soil organic matter content, reduces
water runoff and limits weed infestation.
Electricity
We lay out drainage and water-carrying structures according

to good agricultural practices and land-use plans, thereby
reducing soil erosion. We plant waterways with grass to slow
the flow of water.
We apply mulch to increase the organic content of the soil,
reduce moisture content fluctuations and maintain constant
soil temperatures, resulting in better crop health, growth and
quality. We use wood chips as mulch on the groups fruit
estates. The wood chips are derived from grubbed orchards,
thereby reducing air pollution through burning old trees.
Application of agro-chemicals and fertilisers

We take extreme care when applying pesticides, herbicides and
fertiliser adjacent to natural watercourses to ensure that minimal
pollution of water occurs.
We plant cane areas susceptible to eldana (stem borer) with tolerant

varieties and cut these areas annually. An outbreak of thrips and
cane aphids occurred on all estates recently and necessitated a
scientific approach to the use of registered pesticides.
A reduction in electricity consumption and associated electricity

costs is the target of an ongoing project. Low energy pumps,
variable speed drives, optimisation of irrigation systems, use of heat
pumps instead of geysers and use of off-peak tariffs are methods
used to reduce consumption and costs. The co-generation of
electricity from cane bagasse may also offer opportunities in the
medium term.
We monitor, record and report electricity usage across the group.
Water
On our irrigated farms, we are gradually changing from high wateruse systems to drip and pivot irrigation systems that are more
efficient, as part of our continuous improvement programme. The
increased use of probes to measure soil moisture as well as the
interpretation of the results by irrigation specialists are resulting
in more detailed irrigation scheduling which also has a positive
impact in reducing both water and electricity usage.
We monitor, record and report water usage across the group.
32
Corporate governance REPORT

GOVERNANCE, ETHICS AND
COMPLIANCE STRUCTURES
The board of directors is fully committed to
the principles of good corporate governance as
set out in the King Report on Governance for
South Africa 2009 (King III) and in the King
Code of Governance Principles for South Africa
2009 (the Code). The groups stated policy is
to conduct business in accordance with the
principles of integrity, accountability, fairness and
transparency.
The group has a written Code of Business Ethics and a set of
Professional Management Practices with which all directors and
employees are required to comply.
The board receives assurance on the groups compliance with
applicable laws, regulations, codes and standards from reports
of the chairmen of board committees. These committees have a
delegated duty to monitor the legislative and regulatory framework
and the groups adherence to the applicable laws, regulations,
codes and standards. Compliance is a regular item on the agenda
of the board committees and management regularly submits a
compliance evaluation report.
The board of directors has satisfied itself that the group has
complied during the period under review, in all material respects,
with King III and the Code as well as the JSE Listings Requirements.
The group utilises the Governance Assessment Instrument (GAI)
of the Institute of Directors (IODSA) in order to assess its level of
compliance with the recommendations of the King Report. It has
achieved an overall AAA rating (highest application level).
An abbreviated 27-point compliance assessment scorecard, based
on chapter 2 of the King Report, is shown on page 37.
ASSURANCE
King III introduced the combined assurance model, which proposes
that assurance be affected on three levels by management,
internal and external assurance providers.
In accordance with these principles:

the first level of assurance is via managements quality
assurance processes and self-audits, with the reporting line to
executive management;
the second level of assurance is through risk management,
compliance functions and the safety, health and environmental
management processes, with the reporting line to the
agricultural managers forum and the executive management
committee; and

the third level comprises internal audit, external audit,
regulators, certification bodies and insurance assessors,
with the reporting line to the board of directors via the audit
committee, risk committee and social and ethics committee.
BOARD OF DIRECTORS
The group has a unitary board structure, which comprises a majority
of non-executive directors, most of whom are independent.
Brief biographical details of each of the directors are set out on
pages 10 and 11 of this integrated annual report.
The responsibility for the functioning of the board and the
executive responsibility for managing the business are separated
and the chairman is an independent non-executive director.
The boards objective is to ensure responsible business leadership
in a manner that balances the needs of all stakeholders.
The board aims to retain full and effective control of the group and
to give strategic direction to management.
The detailed responsibilities of the board are set out in a formal
charter, which is updated from time to time to align it with
corporate law and governance best practice. The group has
adopted a written Directors Code of Conduct, as well as a formal
document detailing the chairmans roles and responsibilities.
Appointments to the board are made after consideration of the
recommendations of the nominations committee and are subject
to confirmation by shareholders at the first annual general meeting
after appointment.
Non-executive directors are subject to retirement and re-election
by shareholders at intervals of no more than three years. Nonexecutive directors who have served three terms or more of three
years each are subject to retirement and re-election annually. No
directors have served in excess of the recommended nine years in
total.
John Barton was appointed chairman at the annual general
meeting of shareholders held on 1 August 2014, replacing Guy
Wayne on the latters retirement from the board on that date.
Non-executive director Paul Bhengu retired from the board, on
attaining mandatory retirement age, on 25 February 2015.
Chris Chance and Xola Sithole resigned their positions as nonexecutive directors, subsequent to the end of the year under
review, on 29 May 2015 and 6 June 2015 respectively.
The board regularly evaluates its own performance and that
of its members through a formal process of detailed evaluation
questionnaires, discussion of results and formulation of action plans
at a board meeting, as well as individual engagement between
the chairman and each board member. Board committees follow
similar processes.
For the year under review, the board fulfilled its responsibilities
in compliance with its charter.
33
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
Independent non-executive directors

JR Barton
Chairman and nominations committee chair
JAF Hewat
Audit committee chair
P Mnganga
Remuneration and social and ethics committee chair
MT Rutherford Risk committee chair
XG Sithole(1)
RE Stewart
GP Wayne(2)
Non-executive directors
P Bhengu(3)
CJH Chance(4)
G Vaughan-Smith
Executive directors
PJ Barker
Group financial director
GS Clarke
Board
Audit
5/5
4/5
5/5
5/5
2/3
5/5
2/2
1/1
2/2
2/2
1/1
RemuRisk neration
Nominations
3/3
1/1
2/2
1/1
Social
and
Ethics
2/2
2/2
2/2
2/2
1/1
5/5
4/5
5/5
2/2
5/5
5/5
2/2
2/2
2/3
1/1
2/2
2/2
(1) Appointed 30 May 2014, resigned 6 June 2015

(2) Retired 1 August 2014
(3) Retired 25 February 2015
(4) Resigned 29 May 2015
BOARD COMMITTEES
AUDIT COMMITTEE
The board has established five committees to assist in discharging

its responsibilities without reducing its accountability.
The audit committee is a statutory committee in terms of the

Companies Act. The audit committee report, which includes
details of its responsibilities and activities, is included in the annual
financial statements on pages 52 and 53 of this report.
The board formally delegates responsibilities to the audit

committee, the risk committee, the remuneration committee, the
nominations committee and the social and ethics committee.
Independent non-executive directors chair the board committees

and membership of the committees is made up of predominantly
non-executive directors. The chairmen of the board committees
attend the annual general meeting in order to respond to
shareholder queries.
The chairmen and members of the board committees are
appointed annually at the first board meeting after the annual
general meeting. Audit committee members are elected each year
at the annual general meeting of shareholders.
Qualifications
Designation
Appointed
Anthony Hewat*
MA (Oxon),
CA(SA)
Independent
non-executive
Nov 2006
Malcolm
Rutherford
BCom, BAcc,
CA(SA)
Independent
non-executive
Jan 2009
Xola Sithole
BSc (Hons)
(Microbiology)
Independent
non-executive
Aug 2014
* Chairman
Xola Sithole was appointed to the committee on 29 August
2014, to replace John Barton on the latters appointment as
chairman of the board of directors. Mr Sithole resigned his
directorship, subsequent to the financial year-end, on 6 June
2015. His position on the audit committee will be filled by
Rodger Stewart, independent non-executive director.
Composition and proceedings: An independent non-executive
director chairs the committee, which consists exclusively of
independent non-executive directors. The group managing
director, group financial director, group financial manager, chief
audit executive and internal audit manager attend meetings by
invitation but do not have a vote. In addition, representatives
of the external auditors attend committee meetings to answer
queries. The committee is required to meet at least twice a year.
Board-approved charters define terms of reference, reporting

procedures and scope of authority for each board committee.
The committees and the board review and update the charters
annually to stay abreast of developments in corporate law and
governance best practice.
Member
34
Corporate governance REPORT continued

Role: A formal charter, which details statutory and delegated
duties, governs the committeess activities.
The function of the committee is to assist the directors in
discharging their responsibilities relating to the safeguarding
of assets, the operation of adequate and effective systems and
control processes, the preparation of fairly presented financial
statements in compliance with all applicable legal and regulatory
requirements and accounting standards, and the oversight of the
external and internal audit appointments and functions.
REMUNERATION COMMITTEE
Member
Qualifications
Designation
Appointed
Phumla
Mnganga*
BA, B.Ed., MBL,

PhD
Independent
non-executive
Aug 2014
John Barton
FCMA, CGMA,
AMP (Harvard)
Independent
non-executive
Aug 2013
Chris Chance
BSc
Non-executive
Jan 2009
* Chairman
Phumla Mnganga was appointed chairman of the committee on
29 August 2014, assuming the role relinquished by John Barton on
his appointment as chairman of the board. Chris Chance resigned
as a non-executive director on 29 May 2015 and a replacement
will be appointed at the next board meeting.
director chairs the committee, which consists exclusively of nonexecutive directors, the majority of whom are independent. The
managing director attends the meetings by invitation, but does
not participate in discussions regarding his own remuneration. The
committee is required to meet at least once a year.
Role: The objective of the committee, which operates under
formal terms of reference approved by the board, is to ensure
that the company remunerates directors, executives and senior
management fairly and responsibly.
The remuneration philosophy and practices are enunciated in
the groups remuneration policy, which is reproduced in full on
pages 40 and 41 of this corporate governance report.
NOMINATIONS COMMITTEE
Member
Qualifications
Designation
Appointed
John Barton*
FCMA, CGMA,
AMP (Harvard)
Independent
non-executive
Aug 2014
Phumla
Mnganga
BA, B.Ed., MBL,

PhD
Independent
non-executive
Feb 2014
Gary VaughanSmith
BSc, MPhil, F.I.A. Non-executive
Aug 2013
* Chairman
John Barton was appointed to this committee and elected its
chairman on 29 August 2014, replacing Guy Wayne on his
retirement.

director chairs this committee, which consists exclusively of nonexecutive directors, the majority of whom are independent.
The managing director attends the meetings by invitation. The
committee is required to meet at least once a year.
Role: The objective of the nominations committee, which operates
under formal terms of reference, is to ensure that the board has
the appropriate composition to execute its duties effectively. It
is mandated to review and make representations to the board
on the structure, size and composition of the board and its
committees and new appointments to the board are subject to
the recommendation of this committee.
RISK COMMITTEE
Member
Qualifications
Designation
Appointed
Malcolm
Rutherford*
BCom, BAcc,
CA(SA)
Independent
non-executive
Apr 2010
Rodger Stewart
BSc (Agric)
Independent
non-executive
Aug 2011
Phillip Barker
BA, ACMA,
CGMA
Executive
Jun 2010
Guy Clarke
MSc (Eng), MBA,

Adv Tax Cert
Executive
May 2010
* Chairman
Composition and proceedings: The committee consists of two
independent non-executive directors, one of whom chairs the
meetings, the group managing director and the group financial
director. The group financial manager and group human resources
manager attend meetings by invitation. The committee is required
to meet at least twice a year.
Role: A charter governs the committee, with a formal risk policy
and strategy document guiding its responsibilities and activities.
The primary objective of the committee is to assist the board
and the audit committee to fulfil their corporate governance
responsibilities relating to the management of risk in the group.
Their role is to oversee the identification of risks, ensure the
development of policies, procedures and controls, evaluate
risk mitigation strategies, promote effective and efficient risk
management practices and provide appropriate advice on risk
issues to facilitate decision-making by the board.
There is an ongoing process for identifying, evaluating and
managing the strategic risks faced by the group. These are subject
to review and discussion at both risk committee and board
meetings.
The risk management report, presented on pages 38 and 39 of
this report, provides further detail regarding the risk management
process.
35
SOCIAL AND ETHICS COMMITTEE

The social and ethics committee is a statutory committee in terms
of the Companies Act and the committee report, which includes
details of its responsibilities and activities, is included immediately
below.
Social and Ethics Committee report

Member
Qualifications
Designation
Appointed
Phumla
Mnganga*
BA, B.Ed.,
MBL. PhD
Independent
non-executive
Aug 2011
Rodger Stewart
BSc (Agric)
Independent
non-executive
Aug 2011
Phillip Barker
BA, ACMA,
CGMA
Executive
Aug 2011
Guy Clarke
MSc (Eng),
Executive
MBA, Adv Tax Cert
Aug 2011
In the coming year the committee will continue to focus on

ensuring further progress towards compliance with internationally
recognised governance standards, as embodied in guidelines
provided by the International Finance Corporation (IFC), the
International Labour Organisation (ILO) and the Organisation for
Economic Co-operation and Development (OECD).
Codes of best practice: The group is committed to the principles
of integrity, accountability and transparency. The implementation
of sound corporate governance practices has been an integral
part of the groups business operations for many years. The board
has continued to provide effective leadership based on an ethical
foundation, as articulated in the Code of Business Ethics.
Assurance: Based on the processes in place, assurances obtained
and information reported, it is our opinion that the social and
ethics committee has executed its duties and responsibilities in
accordance with the requirements of the Companies Act and its
terms of reference.
* Chairman
Terms of reference: The social and ethics committee has
adopted formal terms of reference in the form of a charter,
approved by the board of directors.
Phumla Mnganga
Social and ethics committee chairman
Composition and proceedings: The committee consists of two

independent non-executive directors, one of whom chairs the
meetings, the group managing director and the group financial
director. The group human resources manager and other executive
managers attend meetings by invitation. The committee is
required to meet at least twice a year.
The executive directors, together with the senior executives

responsible for finance, human resources and operations,
constitute the core executive committee that meet weekly to
discuss current relevant operational issues.
Primary objective and role: The primary objective of the

committee is to assist the board to fulfil its corporate governance
responsibilities relating to social and economic development, good
corporate citizenship, the environment, health and public safety,
consumer relations, labour and employment.
On a quarterly basis, the full executive management team,

which includes the executive directors, operations management
and head office support services management, meets to review
operational performance, capital programmes, project progress
and issues of strategic importance.
The committees role is to monitor the groups activities with

regard to these issues, to draw matters within its mandate to the
attention of the board and to report to shareholders at the annual
general meeting.
COMPANY SECRETARY
The committee continues to monitor compliance with relevant

legislation and regulations as well as with the groups code of
ethics. In addition, the committee approved the groups corporate
social responsibility policy and corporate social investment (CSI)
budget, reviewed the employment equity (EE) report, reviewed
the health and safety incident report, noted the groups talent
management and employee development reports and monitored
the employee housing strategy plan.
The board is assisted by a suitably qualified company secretary,

Highway Corporate Services (Proprietary) Limited, whose
competence and expertise are regularly assessed in accordance
with the JSE Listings Requirements.
The company secretary maintains an arms length relationship
with the board and its directors and is recognised as the gatekeeper
of good governance. Directors have access to the advice and
services of the company secretary who provides guidance on their
responsibilities according to the prevailing regulatory and statutory
environment and the manner in which such responsibilities should
be discharged.
JSE SPONSOR
Sasfin Capital, a division of Sasfin Bank Limited, is mandated
to act as the groups sponsor. Sasfin provides an annual audit
programme checklist to assist compliance with the continuing
obligations and other applicable rules and regulations imposed by
the JSE Listings Requirements.
Committee activities: During the period under review the

committee, in line with its corporate governance responsibilities,
reviewed the committee charter and annual work plan, conducted
a self-assessment of the committees performance, reviewed the
appropriateness of the expertise and experience of committee
members and updated the social and ethics committee resource
pack. It also reviewed and updated the groups code of ethics and
professional management practices documents.
EXECUTIVE COMMITTEE
36
Corporate governance REPORT continued

INFORMATION TECHNOLOGY (IT)
FINANCIAL STATEMENTS
The board has assigned the responsibility of monitoring IT

governance to the risk committee. Management has analysed
the recommendations of King III with regard to IT governance
best practice and is in the process of enhancing its governance
framework and processes.
The directors are responsible for the preparation and integrity of

the annual financial statements and other information presented
in the integrated annual report in a manner that fairly presents the
state of affairs and results of the operations of the company and
the group.
INTERNAL AUDIT
The annual financial statements are prepared in accordance with

the framework concepts and the measurement and recognition
requirements of International Financial Reporting Standards (IFRS),
the SAICA Financial Reporting Guides as issued by the Accounting
Practices Committee, Financial Pronouncements as issued by
the Financial Reporting Standards Council, the requirements of
the International Accounting Standards Boards IAS 34: Interim
Financial Reporting, the requirements of the Companies Act, No
71 of South Africa and the JSE Listings Requirements.
A formal charter, approved by the audit committee, defines the

scope and responsibilities of internal audit. The annual internal
audit plan, approved by the audit committee, is risk-based.
The department acts as an independent appraisal function, which
conducts reviews of operations and management procedures. It
reports findings and recommendations to management, the audit
committee and the risk committee.
The head of internal audit reports administratively to the financial
director and functionally to the chairman of the audit committee
to whom he has unrestricted access.
INTERNAL CONTROLS
The group maintains internal controls and systems designed to
provide reasonable assurance as to the integrity and reliability of
the financial statements and to safeguard, verify and maintain
accountability for its assets. Such controls and systems are based
on established policies and procedures. These are implemented
by trained personnel and are monitored, dependent upon the
particular circumstances, through:

the use by management of internal accounting control
checklists;
the establishment of defalcation reporting procedures;
the functions of the internal audit department; and

the use of suitably qualified external assurance services
to conduct independent quality reviews of the scope and
approach of the groups internal audit function.
There are comprehensive management reporting disciplines
in place, which include the preparation of annual budgets by
all operating and service units. The board reviews and approves
individual and consolidated operational budgets.
Management structures report monthly results and the financial
status of operating units against approved budgets and prior
years. The board reviews profit projections and cash flow forecasts,
which are updated quarterly.
Nothing has come to the attention of the directors to indicate any
material breakdown in the functioning of internal controls and
systems during the year under review.
The external auditors are responsible for carrying out an

independent examination of the financial statements in
accordance with International Standards on Auditing and
reporting their findings thereon.
In the opinion of the directors, the group has adequate resources
to continue in operational existence for the foreseeable future.
Financial gearing, cash flows and access to equity and loan capital
are considered to be sufficient to fund existing activities and any
chosen opportunities to expand the business cost-effectively. For
this reason, the directors continue to adopt the going-concern
basis in preparing the annual financial statements.
CONFLICTS OF INTEREST
Directors are obliged to disclose their shareholdings, additional
directorships and any potential conflicts of interest, direct or
indirect, that may arise, at every board meeting. These are
appropriately managed and recorded in a register and in the
minutes of the meeting.
The group has a formal policy governing the dissemination of pricesensitive information and only the chairman and the managing
director may discuss matters which may involve price-sensitive
information with third parties within appropriately regulated
confidentiality undertakings.
Directors and officers of the group who have access to unpublished
and price-sensitive information are prohibited from dealing in
shares of the company during restricted periods, covering those
immediately prior to the announcement of the interim and final
results, whilst the company is under a cautionary announcement,
as well as at any other time the directors may deem it necessary.
Directors and the company secretary may not deal in the
companys shares without advising the chairman in advance and
after receiving clearance from him. Officers of the company may
not deal in the companys shares without advising the managing
director in advance and after receiving clearance from him. Share
dealings by directors of the company are notified to the JSE for
publication via the Stock Exchange News Services (SENS).
37
KING III COMPLIANCE SCORECARD

Key:
Applied
*Substantially applied
#Partially applied
~Not applied
Notes
The board should appreciate that strategy, risk, performance and sustainability are inseparable
The board should provide effective leadership based on an ethical foundation
The board should ensure that the company is and is seen to be a responsible corporate citizen
The board should ensure that the companys ethics are managed effectively
The board should ensure that the company has an effective and independent audit committee
The board should be responsible for the governance of risk
The board should be responsible for information technology (IT) governance
The board should ensure that the company complies with applicable laws and considers adherence to non-binding
rules, codes and standards
The board should ensure that there is an effective risk-based internal audit
The board should appreciate that stakeholders perceptions affect the companys reputation
The board should ensure the integrity of the companys integrated report
The board should report on the effectiveness of the companys system of internal controls
The board and its directors should act in the best interests of the company
The board should consider business rescue proceedings or other turnaround mechanisms as soon as the company is
financially distressed as defined in the Act
The board should elect a chairman of the board who is an independent non-executive director. The CEO of the
company should not also fulfil the role of chairman of the board
The board should appoint the chief executive officer and establish a framework for the delegation of authority
The board should comprise a balance of power, with a majority of non-executive directors. The majority of nonexecutive directors should be independent
Directors should be appointed through a formal process
The induction and ongoing training and development of directors should be conducted through formal processes
The board should be assisted by a competent, suitably qualified and experienced company secretary
The evaluation of the board, its committees and the individual directors should be performed every year
The board should delegate certain functions to well-structured committees but without abdicating its own
responsibilities
A governance framework should be agreed between the group and its subsidiary boards
Companies should remunerate directors and executives fairly and responsibly
Companies should disclose the remuneration of each individual director and certain senior executives
Shareholders should approve the companys remuneration policy
Notes:
1. The board has delegated the oversight of IT governance to the risk committee, which ensures that management gives the necessary
attention to the implementation of an improved IT governance framework with the aim of better aligning IT to the groups
performance and sustainability targets.
ACCESS TO INFORMATION
The group complies with the requirements of the Promotion of Access to Information Act, 2000. The relevant information is available on
application from the group head office. No request for access to records was received during the year under review.
The board should act as the focal point for and custodian of corporate governance
38
Risk management REPORT

The board recognises that the proactive
engagement of risk is an essential aspect of the
groups core business and is thus fully committed
to and accountable for an effective risk
management process that mitigates exposure to
losses and enhances exposure to opportunities by
identifying, understanding and managing risks
in accordance with a defined risk management
strategy.
A formal strategy document defines the groups risk management
objectives, its risk management structure, and the roles and
responsibilities of the board, the risk committee, a risk facilitator,
management, the executive committee, the audit committee and
internal audit.
In pursuance of risk management objectives, the board undertakes
to:

openly disclose, both internally and externally, the risk
management process to ensure that stakeholders view the
group as a transparent organisation;
ensure the establishment of awareness and understanding of
the risk management framework at the appropriate levels of
the organisation;
constantly identify, manage, monitor and report on risk; and
hold management accountable for the effective management
of those risks.
To ensure that the risk management process is effective,

the board:

executes the process under the governance of a risk
management strategy, the key components of which are
documented in the risk management strategy document;

identifies risks through an objective driven process, which
assesses the impact that risks would have on the achievement
of the objectives of the organisation; and
has a clearly defined responsibility structure.
Risk assessment workshops are held annually and risk management
is a standing item on the quarterly executive committee meeting
agenda.
The key strategic risks identified during workshops and meetings,
together with current and planned actions to mitigate these risks,
have been summarised in the table opposite.
The board appoints the risk committee to assist it in carrying out
its responsibilities in relation to risk management, which relates
to the facilitation, development, establishment and maintenance
of an efficient and effective risk management process in the
organisation.
Detailed on page 34 in the corporate governance section of this
integrated annual report are the composition, proceedings and
role of the risk committee.
Based on assurances obtained and information reported, it is
the boards opinion that the systems and processes in place, as
described above, have ensured effective risk management during
the period under review.
39
Description of risk
Mitigating controls/actions
CLIMATIC RISKS
Extreme weather conditions; and
long-term changes in weather patterns.
Geographic diversification
Product diversification
Portfolio of quality farms
Irrigation
Asset insurance
MARKET RISKS
Volatility in agricultural markets;
prolonged market weakness; and
exchange rate volatility.
Skilled marketing partners

Market diversification
Balance of long- and short-term crops
OPERATIONAL RISKS
Project delays and/or cost over-runs;
termination of lease agreements; and
input cost pressures.
Evaluation and implementation skills

Rigorous project analysis
Added-value partnerships
Tried and tested systems
Limit greenfield projects
Proactive engagement with stakeholders
Aim to be the partner of choice in community joint ventures
Geographic and product diversification
Budgetary control systems
RESOURCE RISKS
Scarcity of quality land;
interruption of electricity supply;
disruption in water supply;
shortage of skills; and
labour unrest.
Best practice environmental management
Standby generators at key sites
Efficient irrigation systems
Participation in irrigation management structures
Skills development programmes
Aim to be employer of choice
Maintain good labour relations
REGULATORY RISKS
Compliance monitoring through board committees
Engagement with legal and tax consultants
Market, product and geographic diversification
Proactive monitoring of planned changes
FINANCIAL RISKS
Fluctuations in exchange rates; and
cash flow pressure.
Geographic and market diversification

Regular monitoring of funding requirements, resources and facilities
Adequate facilities to manage working capital requirements
Proactive engagement with funding providers
REPUTATIONAL RISKS
Negative incident with reputational consequence.
Stakeholder management
Partnerships with local communities
Maintain culture of dignity and respect
GEO-POLITICAL RISKS
Land restitution claims;
unstable political regimes; and
unlawful occupation of farms.
Settlement of valid claims

Proactive monitoring of proposed legislative changes
Relationship management
Stakeholder engagement
Sound corporate governance
Corporate social investment initiatives
Legislative and regulatory compliance;

agricultural market controls; and
legislative changes.
40
Remuneration REPORT
The objective of the remuneration management
strategy is to employ the necessary skills
to achieve strategic objectives and to base
remuneration on personal and group
performance in accordance with competitive
market practices.
The application of the remuneration management practices
ensures that performance management is an integral
part of remuneration with the aim of attracting, retaining
and motivating talented people and encouraging superior
performance. It also forms an integral part of competing to be
a preferred employer.
The board has delegated responsibility for oversight of the
remuneration management policy and practices to the
remuneration committee, as indicated in the board committees
section of the Corporate Governance report on page 34.
REMUNERATION POLICY
Preamble
As a listed agricultural company operating throughout southern
Africa, the Crookes Brothers Limited (CBL) remuneration policy
needs to be consistent throughout the group, while at the same
time taking account of regional and industry norms. This is
achieved by offering a combination of fixed and incentive-based
remuneration to attract the right mix of expertise and experience
to achieve the groups objectives.
Objectives
The policy has the following key objectives:
To support the groups strategic objective of becoming a major
player in the southern African agricultural sector.
To support the groups objective of becoming employer of
choice in regions in which it operates.
To attract and retain people with the right skills, expertise,
experience and commitment to achieve the required growth
and financial performance to realise the groups strategic
objectives.
To reflect the groups culture of equity and fairness, in correlating
levels of remuneration with individuals contribution, roles and
responsibilities.
To take account of scarce skills and regional variances in order
to attract appropriate skills.

To motivate employees and reward them for exceptional
performance.
To enable employees to share in the financial success of the
company.
Remuneration structure
The remuneration packages offered by CBL comprise the following
elements, as appropriate for different job grades:

Fixed remuneration, including base pay and benefits (all
permanent staff).

Short-term incentive, based on achievement of short-term
financial and strategic objectives (Paterson bands C3 to E4).

Long-term incentive, comprising share options, based on
achievement of long-term financial and strategic objectives, to
reward senior executives for increasing returns to shareholders
(Paterson D and E bands).
Fixed (guaranteed) remuneration

The following basic structure applies in terms of fixed remuneration:
All permanent positions are defined by a job description and are
allocated a Paterson grading according to the job description.

Seasonal jobs (e.g. picking fruit and cutting cane) are
remunerated purely on a task basis.
Salary bands generally ranging from 80% to 120% of a
median are defined for each Paterson grading.
The salary bands are adjusted periodically using the results of
appropriate external salary surveys.
An employees position within a salary band depends on his
or her performance, skills, experience, commitment and years
of service, as well as the scarcity of skills in the relevant job
category.

Remuneration for employees in the C band and above is
defined as a total-cost-to-company package.
Annual increases are awarded to take account of the impact
of inflation on the cost of living, and also to adjust employees
relative salaries within a salary band.
Apart from annual increases, increases are also granted for
promotions when these occur, or special adjustments to take
account of the factors listed above.
Short-term incentive
Performance-based incentive pay is offered to employees ranked
Paterson grade C3 and above.
Performance is evaluated annually at year-end and bonuses
awarded accordingly. Bonuses are paid within three months of the
year-end. Performance reviews done for all qualifying employees
ensure that problem areas are addressed, that a transparent
process is maintained and appropriate development plans are put
in place.
41
Performance is rated according to a balanced scorecard which takes

into account individual, divisional and company performance,
with a mix of subjective and objective measures, as well as each
individuals achievement of specific objectives and personal
development targets.
The performance rating of employees ranked D2 and below is
reviewed by the executive committee and those for executives
by the remuneration committee of the board to ensure that the
ratings are equitable and consistent.
A detailed performance bonus policy outlines the philosophy
and process in detail. The policy is updated by the remuneration
committee on a regular basis to meet the needs of the group and
to maintain alignment with industry best practice.
Long-term incentive
Non-executive directors remuneration

The remuneration of non-executive directors, including that for
participation on board committees, is reviewed annually in terms
of market standards. Fees are recommended by the board and
approved by the shareholders at annual general meetings.
Non-executive directors are compensated based on the
responsibility assumed and their overall contribution and input to
the company, not just for attendance at meetings. On this basis,
non-executive directors receive an annual fee, payable quarterly
in arrears, for their services on the board and board committees.
There are no contractual arrangements for compensation for
the loss of office for any directors. Non-executive directors do
not receive short-term incentives, nor do they participate in the
companys long-term incentive scheme.
The long-term incentive scheme is designed to retain key senior

executives in the medium to long term, to focus their attention on
long-term strategic imperatives and to ensure sustainable future
growth of the group.
Over and above their remuneration as members of the board and

its various committees, non-executive directors are compensated
at market-related rates for undertaking consulting work for the
company.
This scheme is governed by a detailed policy which is also updated

as required by the remuneration committee. In terms of the
scheme, share options may be offered to senior executives on an
annual basis. Eligibility criteria, the quantum of the allocations and
the conditions governing each allocation are determined by the
remuneration committee.
PERFORMANCE BONUS POLICY
Governance
The board remuneration committee meets bi-annually to consider
strategic and policy issues, review remuneration of non-executive
directors, approve salary increases for executives and senior
management, approve the performance bonus and approve the
granting of share options.
The remuneration committee comprises three non-executive

directors and is chaired by an independent non-executive director.
The managing director attends the meetings by invitation and
assists the committee in its deliberations except when issues
relating to his own remuneration or performance are discussed.
No executive directors are involved in determining their own
remuneration.
The total bonus payable to each eligible employee is adjusted in

accordance with a group profitability target, based on return on
capital employed, set annually by the remuneration committee,
the adjustment being in the ratio of achieved return to target
return. No bonuses are paid if the achieved return is less than
70% of the target return, and a 30% bonus premium is paid if the
achieved return is greater than 120% of the target return, capped
at 100% of the individuals TCTC package.
The board has the discretion to amend or cancel the payment of
the performance-based incentive to all or individual employees.
The board, in consultation with the remuneration committee,

may amend the remuneration policy from time to time to comply
with applicable legislation and/or industry best practice, or as
circumstances may require.
All employees occupying positions Paterson grade C3 and above,

qualify for a performance-based incentive bonus. The quantum
of the maximum bonus ranges from 20% to 60% of total costto-company (TCTC) remuneration package, based on grade. The
performance of each eligible employee is evaluated in terms
of a balanced scorecard. Objective production/profit targets
constitute 40% of the scorecard, subjective competency targets
constitute 40% and group strategic targets the remaining 20%.
42
Remuneration REPORT continued

DIRECTORS FEES AND REMUNERATION
Executive directors
Executive directors are remunerated in accordance with the remuneration policy and do not have rights to additional benefits which are not
available to be awarded to other executive management.
Guy Clarkes appointment as group managing director is subject to a fixed-term service contract which expires on 1 August 2016.
Mr Phillip Barker, group financial director, is not subject to a fixed-term service contract.
There are no prescribed officers who are not executive directors of the company.
Salary
R000
Retirement
and
medical
Bonus contributions
R000
R000
Share
options
excercised
R000
Other
benefits
R000
Total
R000
For the year ended 31 March 2015

GS Clarke
PJ Barker
2 269
1 290
431
341
1 369
372
4 069
2 003
Total
3 559
772
1 369
372
6 072
For the year ended 31 March 2014

GS Clarke
PJ Barker
2 130
1 229
1 091
783
406
321
167
3 627
2 500
Total
3 359
1 874
727
167
6 127
Non-executive directors
Non-executive directors do not have employment contracts with the company and are paid for their services as both directors and boardappointed committee members and in accordance with the groups remuneration policy.
Fees for non-executive directors are recommended by the remuneration committee, recommended by the board and approved by
shareholders at the annual general meeting. Proposed fees for the period 1 April 2015 to 31 March 2016 in respect of directorship and
membership of the board and the various board committees are detailed in the directors report in the annual financial statements and in
the notice of the annual general meeting.
For the period ended 31 March 2015, fees paid to non-executive directors totalled R2 091 100 (2014: R1 650 500) as follows:
JR Barton
P Bhengu*
CJH Chance#
JAF Hewat
P Mnganga
MT Rutherford
XGS Sithole~
RE Stewart
G Vaughan-Smith
GP Wayne^
Total
* Retired 25 February 2015

#
Resigned 29 May 2015
~ Appointed 30 May 2014, resigned 6 June 2015
^ Retired 1 August 2014
Directors
fees
2015
R000
Directors
fees
2014
R000
Committee
fees
2015
R000
Committee
fees
2014
R000
323
150
150
150
150
150
112
150
150
127
128
128
128
128
128
128
128
350
46
45
20
106
63
92
38
48
10
11
39
40
22
108
22
85
63
26
1 612
1 246
479
405
43
THE CROOKES BROTHERS SHARE OPTION SCHEME

As approved at an annual general meeting of shareholders, a total of 900 000 ordinary shares is reserved and placed under the control of
the directors for the purpose of the Crookes Brothers Share Option Scheme for employees. At the discretion of the board, share options are
awarded for outstanding contributions to meeting the strategic objectives of the business. Options are exercisable at a price equal to the
volume-weighted average price of a share on the JSE over the 20 trading days immediately prior to the day on which the option was granted,
vest after stipulated periods over five years and are exercisable up to a maximum of ten years from the date of grant.
Options granted and unexpired as at 31 March 2015

Options
as at
31 March
2014
Options
Weighted
granted
average
during option price
the year
(cents)
Options
forfeited
during
the year
Options
exercised
during
the year
Exercise
price
(cents)
Options
as at
31 March
2015
Executive directors
GS Clarke
PJ Barker
Management
135 000
31 000
60 000
23 000
48 000
5 228
4 486
6 708
(31 000)
(30 000)
2 999
128 000
31 000
77 000
Total
226 000
71 000
5 613
(31 000)
(30 000)
236 000
Options available at 31 March 2015 for further grants

Options
as at
31 March
2015
Number of shares
Shares reserved for the share option scheme
Shares issued to the end of the financial year
Options granted and unexpired as shown above
Balance available
900 000
(415 000)
(236 000)
249 000
44
Stakeholder engagement REPORT

The directors appreciate that stakeholder
relationship management is an essential element
of strategy implementation supporting longterm sustainability objectives. The board has set
up processes to regularly consider and address
legitimate interests of stakeholders with the
conviction that stakeholder perceptions affect
the groups reputation and stakeholder support
influences group performance.
Stakeholder management poses significant challenges due to
the large number of diverse stakeholders, arising from the variety
of crops produced in diverse geographic locations. The board
considers stakeholder management particularly important because
of the impact of agriculture on the daily lives of communities in
terms of job opportunities, water quality and availability, food
security and land occupation. Because of this, government and
quasi-government institutions tend to take a keen interest in the

agricultural sector. In South Africa alone, the group deals, on a
regular basis, with the Department of Agriculture, Department of
Rural Development and Land Reform, the Land Claims Commission,
the Department of Water Affairs, the Department of Labour, all at
both regional and national level, and local municipal structures.
To address this challenge, both centrally and at regional level,
we have compiled a comprehensive stakeholder database
and introduced a formalised planning and reporting structure.
Stakeholder interaction is a management priority.
At regional or estate level, the general managers are responsible
for the identification of stakeholders and the management of
these stakeholders, including communication and relationships,
the reporting process and the continuity and follow-up of matters
arising from the interactions.
The group executive committee carries the responsibility for
the facilitation and co-ordination of an integrated process. The
internal audit team periodically evaluates the results and reports
thereon to the risk committee.
45
Stakeholder groupings and responsibilities
Engagement process
BUSINESS PARTNERS
Consistent trading performance
Efficient dispute resolution process
Transparent and effective communication
Ad hoc informal communication

Participation on boards of directors
Regular management meetings
Participation in management development workshops
COMMUNITIES
Business opportunities
Employment opportunities
Investment
Programmed meetings
Corporate Social Investment initiatives
Ad hoc problem-solving
CUSTOMERS
Quality products
Reliable delivery
Sustainability of relationship
Formal interaction driven by line management

Ad hoc informal contact
EMPLOYEES
Challenging and safe work
Fair remuneration and benefits
Sound inter-group relationships
Formal and informal interaction on a daily basis

Internal communication channels
GOVERNMENT AND REGULATORS

Land restitution
Regulatory compliance
Sector transformation
Structured communication programme

Formal meetings
Ad hoc problem-solving
SHAREHOLDERS AND INVESTORS

Sustainable returns
Long-term growth
Consistent trading performance
Annual general meeting

Integrated annual report
SENS announcements and press releases
One-on-one meetings
SUPPLIERS
Formal and informal interaction via line management
Ad hoc informal contact and problem-solving
Communication of requirements
Fair payment terms
Sustainability of relationship
46
Annual Financial
STATEMENTS
47
DIRECTORS APPROVAL OF
FINANCIAL STATEMENTS
CERTIFICATE
FROM THE COMPANY SECRETARY
INDEPENDENT AUDITORS REPORT
DIRECTORS REPORT
AUDIT COMMITTEE REPORT
CONDENSED CONSOLIDATED
STATEMENTS OF:
PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
FINANCIAL POSITION
CASH FLOWS
SEGMENTAL ANALYSIS
CONDENSED CONSOLIDATED NOTES
ANNUAL FINANCIAL STATEMENTS | INTEGRATED ANNUAL REPORT 2015
CHANGES IN EQUITY
48
Directors APPROVAL of the financial statements

The directors of the company are responsible for the integrity and objectivity of the annual financial statements and other information
contained in this integrated annual report, which has been prepared in accordance with International Financial Reporting Standards and in
the manner required by the Companies Act of South Africa.
In discharging this responsibility, the group maintains suitable internal control systems designed to provide reasonable assurance that assets
are safeguarded and transactions are executed and recorded in accordance with group policies.
The directors, supported by the audit committee, are satisfied that such controls, systems and procedures are in place to minimise the
possibility of material loss or misstatement.
The directors believe that the group has adequate resources to continue in operation for the foreseeable future. Therefore, the financial
statements have been prepared on a going-concern basis.
The annual financial statements have been prepared on behalf of Crookes Brothers Limited by Nigel Naidoo CA(SA) under the supervision
of Phillip Barker BA, ACMA, CGMA, group financial director.
The board of directors approved the annual financial statements and the condensed consolidated annual financial statements version on
29 May 2015. They are signed on its behalf by:
John Barton
Chairman
Guy Clarke
Renishaw
29 May 2015
Certificate from the COMPANY SECRETARY

I hereby certify that the company has lodged with the Companies and Intellectual Property Commission, all such returns that are required of
a public company in terms of the Companies Act, 2008, as amended, in respect of the year ended 31 March 2015 and that all such returns
are true, correct and up to date.
Highway Corporate Services (Pty) Ltd

Company secretary
Renishaw
29 May 2015
49
Independent AUDITORS REPORT

TO THE SHAREHOLDERS OF CROOKES BROTHERS LIMITED
The summary consolidated financial statements of Crookes Brothers Limited, contained in the accompanying annual integrated report,
which comprise the summary consolidated statement of financial position as at 31 March 2015, the summary consolidated statements
of profit or loss and other comprehensive income, the summary consolidated changes in equity and cash flows for the year then ended,
and related notes, are derived from the audited consolidated financial statements of Crookes Brothers Limited for the year ended
31 March 2015. We expressed an unmodified audit opinion on those consolidated financial statements in our report dated 1 June 2015.
Our auditors report on the audited consolidated financial statements contained an Other Matter paragraph Other reports required by the
Companies Act (included below).
The summary 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 summary consolidated
financial statements, therefore, is not a substitute for reading the audited consolidated financial statements of Crookes Brothers Limited.
DIRECTORS RESPONSIBILITY FOR THE SUMMARY CONSOLIDATED FINANCIAL STATEMENTS

The directors are responsible for the preparation of the summary consolidated financial statements in accordance with the requirements
of the JSE Limited Listings Requirements and the requirements of the Companies Act of South Africa as applicable to summary financial
statements, and for such internal control as the directors determine is necessary to enable the preparation of the summary consolidated
financial statements that are free from material misstatement, whether due to fraud or error.
The JSE Limited Listings Requirements require preliminary reports to be prepared in accordance with the framework concepts and the
measurement and recognition requirements of International Financial Reporting Standards (IFRS), the SAICA Financial Reporting Guides as
issued by the Accounting Practices Committee and Financial Pronouncements as issued by the Financial Reporting Standards Council, and
to also, as a minimum, contain the information required by IAS 34 Interim Financial Reporting.
AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on the summary consolidated financial statements based on our procedures, which were conducted
in accordance with International Standard on Auditing (ISA) 810, Engagements to Report on Summary Financial Statements.
OPINION
OTHER REPORTS REQUIRED BY THE COMPANIES ACT

The other reports required by the Companies Act paragraph in our audit report dated 1 June 2015 states that as part of our audit of the
consolidated financial statements for the year ended 31 March 2015, we have read the Directors Report, the Audit Committees Report and
the Company Secretarys 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 paragraph also states that,
based on reading these reports, we have not identified material inconsistencies between these reports and the audited annual 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 paragraph does not have an effect on the summary consolidated financial statements or our opinion thereon.
OTHER MATTER
We have not audited future financial performance and expectations by management included in the accompanying summary consolidated
financial statements and accordingly do not express any opinion thereon.
Deloitte & Touche

Registered Auditors
Per GD Kruger CA (SA), RA
Partner
1 June 2015
In our opinion, the summary consolidated financial statements derived from the audited consolidated financial statements of Crookes
Brothers Limited for the year ended 31 March 2015 are consistent, in all material respects, with those consolidated financial statements, in
accordance with the requirements of the JSE Limited Listings Requirements for provisional reports, and the requirements of the Companies
Act of South Africa as applicable to summary financial statements.
50
Directors REPORT
The directors have pleasure in submitting the annual financial statements of the group for the year ended 31 March 2015.
Nature of business
The Crookes Brothers group specialises in the production of primary agricultural products, including sugar cane, bananas and deciduous
fruit in South Africa, Swaziland and Zambia, with a major new farming operation under development in Mozambique for the production of
macadamia nuts, grain and vegetables. Sugar cane is currently the largest contributor to group revenue and profit.
Share capital
The authorised share capital at 31 March 2015 consisted of 16 000 000 shares of 25 cents each (2014: 16 000 000). The company has
no unlisted securities.
The number of issued shares is 12 576 817 at 31 March 2015 (2014: 12 546 817).
The company holds no treasury shares and has not repurchased any of its own shares during the year under review.
Financial results
Group attributable earnings for the year ended 31 March 2015 was R40,7 million (2014: R201,1 million), representing earnings per share
of 323,9 cents (2014: 1 609,0 cents). Headline earnings per share were 330,6 cents (2014: 676,8 cents).
The company has no restrictive funding arrangements.
Full details of the financial position and results of the group are set out in the annual financial statements.
Going-concern
The directors believe that the group has adequate resources to continue in operation for the foreseeable future and the financial statements
have, therefore, been prepared on a going-concern basis.
Dividends
The following dividends per share were declared in respect of the year ended 31 March 2015:
An ordinary interim dividend of 65,0 cents (2013: 80,0 cents) declared in November 2014 and paid in January 2015.
An ordinary final dividend of 85,0 cents (2014: 120,0 cents) declared in May 2015 and payable in July 2015.
The aggregate distribution in respect of the year ended 31 March 2015 is therefore 150,0 cents (2014: 200,0 cents) per share.
Directorate and company secretary

The names of the directors at the date of this report are set out on pages 10 and 11 of this report and the name and business address of
the company secretary on the inside back cover.
Having reached mandatory retirement age, Paul Bhengu retired from the board on 25 February 2015 and Chris Chance resigned his
directorship on 29 May 2015.
Note: Subsequent to the financial year-end and the date of this report, Xola Sithole resigned his directorship.
In terms of the companys memorandum of incorporation John Barton, Anthony Hewat and Gary Vaughan-Smith retire at the annual
general meeting and, being eligible, offer themselves for re-election.
Interests of directors in share capital

At 31 March 2015, the directors of the company held beneficial interests in 112 000 of the companys issued ordinary shares. Since
the end of the financial year to the date of this report the interests of the directors have changed with the resignation of non-executive
director Chris Chance on the date of this report, 29 May 2015. The register of interests of directors and managers in the share capital of
the company is available for inspection at the registered office of the company. Details of the shares held per individual director, as at
31 March 2015, are listed opposite.
51
Director
PJ Barker
CJH Chance
GS Clarke
2015
Direct
2015
Indirect
2014
Direct
2014
Indirect
25 500
11 500
75 000
25 500
500
75 000
37 000
75 000
26 000
75 000
In addition, at 31 March 2015, managers of the company held 45 250 shares (2014: 46 000 shares).
Non-executive director Gary Vaughan-Smith and non-executive alternate director Tim Denton represent the interests of, and are directly
and indirectly interested in, Silverlands (SA) Plantations Sarl, a wholly-owned subsidiary of SilverStreet Private Equity Strategies SICAR
Silverlands Fund (the Silverlands Fund), a private equity fund based in Luxembourg. The Silverlands Fund is managed by SilverStreet
Management Sarl (the funds General Partner) of which they are directors and shareholders. Both also have invested interests in
the Silverlands Fund. Silverlands (SA) Plantations Sarl owned 4 156 550 shares at year-end (2014: 3 856 680), representing 33,1%
(2014: 30,7%) of the issued share capital of the company.
Directors remuneration
At the forthcoming annual general meeting, shareholders will be requested to pass a non-binding advisory vote approving the groups
remuneration policy and a special resolution to approve increases in fees payable to non-executive directors with effect from 1 April 2015
as follows:
Proposed
Rands
per annum
Board
Chairman
Other non-executive board members
380 000
150 000
405 000
160 000
Audit Committee
Chairman
Other members
106 500
50 000
113 500
53 000
Remuneration Committee
Chairman
Other members
30 000
20 000
32 000
21 500
Nominations Committee
Chairman
Other members
15 000
10 000
16 000
10 500
Risk Committee
Chairman
42 000
28 000
44 500
30 000
Social and Ethics Committee

Chairman
30 000
20 000
32 000
21 500
Retirement funds
Employer-elected trustees
17 000
18 000
Subsidiary companies
The names and financial information in respect of the interest of the company in its subsidiaries are set out in the full integrated annual
report on the companys website at www.cbl.co.za.
Special resolutions adopted by the company and its subsidiary companies

The company or its subsidiary companies have passed no special resolutions since the date of the previous annual report.
Events after the reporting period

There have been no major changes in the affairs or financial position of the company or its subsidiary companies since the end of the period
under review.
Current
Rands
per annum
52
Audit committee REPORT

The audit committee is a committee of the board of directors. In addition to having specific statutory responsibilities in terms of the
Companies Act, it assists the board through advising and making recommendations on financial reporting, oversight of internal financial
controls, external and internal audit functions and statutory and regulatory compliance of the company and the group.
Terms of reference
The audit committee has adopted formal terms of reference that have been approved by the board of directors. The committee has
executed its duties during the past financial year in accordance with these terms of reference.
Composition
The committee consists of three independent non-executive directors. At 31 March 2015, the audit committee comprised:
Anthony Hewat
Malcolm Rutherford
Xola Sithole
MA (Oxon), CA(SA)
BCom, BAcc, CA(SA)
BSc (Hons) (Microbiology)
Xola Sithole was appointed to serve on this committee to replace John Barton who assumed the role of board chairman after the 2014
annual general meeting.
Note: Subsequent to the financial year-end and the date of this report, Xola Sithole resigned his non-executive directorship. His position on
the audit committee will be filled by Rodger Stewart, independent non-executive director.
The group managing director, group financial director, senior financial and IT executives of the group and representatives from the external
and internal auditors attend the committee meetings by invitation. The auditors, both external and internal, have unrestricted access to the
audit committee chairman or any other member of the committee as required.
Meetings
The audit committee held two meetings during the period under review and there was full attendance at both meetings.
Statutory duties
In execution of its statutory duties during the financial year under review, the audit committee:
nominated for appointment as auditor, Deloitte & Touche, who, in its opinion, is independent of the company;
determined the fees to be paid to Deloitte & Touche;
determined Deloitte & Touches terms of engagement;
ensured that the appointment of Deloitte & Touche complied with the relevant provisions of the Companies Act and King III;
pre-approved all non-audit service contracts with Deloitte & Touche;
confirmed that there were no complaints relating to accounting practices and internal audit of the company, the content or auditing of
its financial statements, the internal financial controls of the company and any other related matters; and
advised the board that, regarding matters concerning the companys accounting policies, financial control, records and reporting,
it concurs that the adoption of the going-concern premise in the preparation of the financial statements is appropriate.
Internal financial controls and internal audit

In execution of its delegated duties in this area, the committee has:
reviewed and recommended the internal audit charter for approval;
evaluated the independence, effectiveness and performance of the internal audit function;
reviewed the effectiveness of the companys system of key internal financial controls;
reviewed the competence, qualifications and experience of the company secretary;
reviewed significant issues raised by the external and internal audit process and the adequacy of corrective action in response to such
findings;
reviewed audit reports regarding the adequacy of accounting records; and
reviewed policies and procedures for preventing and detecting fraud.
The chief audit executive functionally reported to the audit committee, had unrestricted access to the audit committee chairman, and is of
the opinion that significant internal financial controls operated effectively during the period under review.
Based on the processes and assurances obtained, the audit committee believes that significant internal financial controls are effective.
53
Regulatory compliance
The audit committee has complied with all applicable legal, regulatory and other responsibilities, including a written response to the
JSE Limited on 5 February 2015, related to their findings and requirements, emanating from a pro-active monitoring review of the annual
financial statements for the year ended 31 March 2014.
External audit
Based on processes followed and assurances received, the committee is satisfied that Deloitte & Touche is independent of the group.
The committee confirmed that no reportable irregularities were identified and reported by the external auditors in terms of the Auditing
Professions Act, No 26 of 2005.
Based on our satisfaction with the results of the activities outlined above, the audit committee has recommended to the board that Deloitte
& Touche should be reappointed for 2016, with the designated auditor being Camilla Howard-Browne.
Finance function
We believe that Phillip Barker, the group financial director for the period under review and up to the date of this report, possessed the
appropriate expertise and experience to meet his responsibilities in that position. We are also satisfied with the expertise and adequacy
of resources within the finance function. In making these assessments we have obtained feedback from both external and internal audit.
Based on the processes and assurances obtained, we believe that the accounting practices are effective.
Financial statements
Based on the processes and assurances obtained, we recommend that the current annual financial statements be approved by the board.
On behalf of the audit committee
Anthony Hewat
Audit committee chairman
Renishaw
29 May 2015
54
CONDENSED CONSOLIDATED STATEMENT OF

PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
for the year ended 31 March 2015
Notes
Continuing operations
Revenue
2015
R'000
2014
R'000
526 087
439 019
(324 031)
(256 129)
Gross profit
Other operating income
Distribution expenses
Operating and administrative expenses
202 056
1 951
(51 042)
(91 856)
182 890
2 489
(43 568)
(51 046)
Operating profit
Share of profit of associate companies
Investment income
Finance costs
Capital items
61 109
655
3 211
(7 316)
251
90 765
1121
4 504
(4 538)
7 430
57 910
(14 774)
99 282
(19 692)
43 136
79 590
123 107
43 136
202 697
Cost of sales
1
2

Income tax expense
Profit for the year from continuing operations
Discontinued operations
Profit for the year from discontinued operations
Profit for the year

Other comprehensive (loss)/income, net of tax
Items that may not be reclassified subsequently to profit or loss
Remeasurement of defined benefit asset
Remeasurement of post-employment medical aid obligation
Items that may be reclassified subsequently to profit or loss
Net fair value gain on available-for-sale financial assets
Reclassification adjustments on available-for-sale financial assets disposed of during the year
Exchange differences on translating foreign operations
1 962
(876)
4 746
1231
1 086
5977
15
(204)
(2121)
2 052
(7 430)
(257)
(2 310)
(5 635)
Other comprehensive (loss)/income for the year, net of tax
(1 224)
Total comprehensive income for the year
41 912
203 039
Profit for the year from continuing operations attributable to:

Shareholders of the company
Non-controlling interests
40 697
2 439
79 144
446
43 136
79 590
122 002
1105
123 107
39 473
2 439
79 486
446
41 912
79 932
122 002
1105
123 107
(cents)
(cents)
323,9
317,9
1609,0
1580,4
(cents)
(cents)
323,9
317,9
633,1
621,9
330,6
324,5
676,8
664,7
Profit for the year from discontinued operations attributable to:

Total comprehensive income for the year from continuing operations attributable to:
Total comprehensive income for the year from discontinued operations attributable to:
Earnings per share
From continuing and discontinued operations
Basic
Diluted
From continuing operations
Basic
Diluted
Basic
Diluted
342
3
(cents)
(cents)
55

FINANCIAL POSITION
as at 31 March 2015
2014
R000
ASSETS
Non-current assets
798 048
680 148
Property, plant and equipment

Bearer biological assets
Unlisted investments
Investment in associates
Retirement benefit surplus
Unsecured loans long-term
514 116
254 234
727
19 336
9 095
540
460 961
192 883
979
18 681
5 990
654
Current assets
313 937
345 722
60 655
52 808
183 919
945
45 659
9 686
13 073
189 808
954
55 171
14 636
3 498
28 847
1 111 985
1 025 870
EQUITY AND LIABILITIES

Capital and reserves
783 603
763 778
Share capital
Share premium
Investment revaluation reserve
Foreign currency translation reserve
Share-based payment reserve
Retained earnings
3 144
9 865
869
2 725
1 036
761 356
3 137
8 972
1 058
4 846
792
742 804
Equity attributable to owners of the company

778 995
4 608
761 609
2 169
Non-current liabilities
213 500
178 535
Deferred taxation
Long-term borrowings: interest-bearing
Long-term liability: interest-free
Post-employment medical aid obligation
118 320
39 162
45 082
10 936
107 199
19 955
41 763
9 618
Current liabilities
114 882
83 557
14 076
91 653
7 222
538
330
1 063
26 517
34 178
13 339
470
9 053
1 111 985
1 025 870
Inventories
Biological assets
crops
livestock
Trade and other receivables
Taxation
Other financial assets
Unsecured loans short-term
Cash and cash equivalents
Total assets
Trade and other payables

Short-term borrowings: interest-bearing
Provisions
Outside shareholders loan
Taxation
Dividend withholding taxation
Total equity and liabilities
2015
R000
56

CASH FLOWS

2015
R000
*2014
R000
Operating activities
Operating profit for the year from continuing operations
Operating profit for the year from discontinued operations
Other comprehensive income
Adjustment for non-cash items:
Depreciation
Change in fair value of biological assets crops (excluding expansions)
Other non-cash items
61 109
1 508
90 765
16 063
8 301
30 502
(15 698)
(3108)
24 953
(65 822)
( 5 027)
Operating cash flows before movements in working capital

Increase in inventories
Decrease/(increase) in trade and other receivables
(Decrease)/increase in trade and other payables
74 313
( 7 847)
8 083
(12 441)
69 233
( 24 480)
(26 059)
757
Cash generated from operations

Interest received*
Finance costs
Taxation paid
62 108
3 045
(7 316)
(21 134)
19 451
4 426
(4 538)
(16 781)
36 703
2 558
Net cash flows from operating activities

Investing activities
Occupational interest and dividends received*
Net proceeds on redemption of investments
Proceeds on disposal of livestock
Consideration on disposal of property, plant and equipment
Decrease/(increase) in unsecured loans
Payments for property, plant and equipment
Net cash outflow on disposal of subsidiary
Investment in expansion of area under crop
Net consideration paid for biological assets on acquired farms
Investment in associate companies
Net cash used in investing activities
Financing activities
Net increase in long-term borrowings
Net increase in short-term borrowings
Proceeds from issue of equity instruments of the company
Net increase in outside shareholders loans
Cash dividends paid prior financial year final
Cash dividends paid current financial year interim
Net cash generated by financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of the year
Cash and cash equivalents at end of the year
40
15 038
1 178
3 498
(88 081)
(38 569)
3 798
42 533
5 461
142 779
(2 621)
(201 973)
(6 553)
(2 034)
(12 599)
(2 250)
(106 896)
(33 459)
19 207
57 475
900
68
(15 056)
(8 175)
18 709
25 299
73
(10 916)
(10 037)
54 419
23 128
(15 774)
28847
(7 773)
36 620
13 073
28 847
* Prior year restated to reclassify interest received as an operating activity and occupational interest received as an investing activity.
57

CHANGES IN EQUITY
Share
Foreign
capital Investment
currency
and revaluation translation
premium
reserve
reserve
R000
R000
R'000
Balance at 1 April 2013
Net profit attributable to shareholders
Other comprehensive (loss)/income
Total comprehensive (loss)/income
for the year
Dividends declared
Capitalisation share issue
final 2013 dividend
Change in non-controlling shareholding
Share-based payment expense
Balance at 31 March 2014
Net profit attributable to shareholders
Other comprehensive (loss)/income
Total comprehensive (loss)/income
for the year
Dividends declared and paid
Exercise of share options
Share-based payment expense
Balance at 31 March 2015
3 208
6 436
(5 378)
(5 378)
Sharebased
payment
reserve
R000
(257)
720
(257)
5 103
Retained
earnings
R000
Attributable to
owners
of the
company
R000
Noncontrolling
interest in
subsidiary
R000
Group
total
R000
565 534
201 146
5 977
581 001
201 146
342
3 548
1 551
584 549
202 697
342
207 123
(29 853)
201 488
(29 853)
1 551
203 039
(29 853)
8 901
72
4 846
742 804
40 697
1 086
761 609
40 697
(1224)
2 169
2 439
763 778
43 136
(1 224)
41 783
(23 231)
39 473
(23 231)
900
244
2 439
41 912
(23 231)
900
244
761 356
778 995
4 608
783 603
12 109
1 058
(189)
(2121)
792
900
(189)
(2121)
244
869
2 725
13 009
1 036
8 901
72
(2 930)
8 901
(2 930)
72
58
SEGMENTAL ANALYSIS
Year to 31 March 2015

Revenue
Operating profit/(loss)
Loss on disposal of
p
roperty, plant and
equipment
Unallocated
corporate expenses
Consolidated
operating profit/(loss)
Balance sheet
Assets
Segment assets
Investments and loans
Unallocated corporate
current assets
Sugar
cane
R000
Deciduous
fruit
R000
Bananas
R000
281 281
141 851
84 930
73 366
16 183
15 949
Macadamias
R000
Other
operations
R000
Total
continuing
operations
R000
Total
discontinued
operations
R000
Group
total
R000
18 025
526 087
526 087
7 630
107 945
107 945
( 5 183)
(1 165)
(45 671)
73 366
16 183
15 949
434 958
294 764
34 024
( 5 183)
142 291
7 630
107 945
61 109
9 010
915 047
915 047
20 603
176 335
Consolidated
total assets
1 111 985
Liabilities
Unallocated
corporate liabilities
328 382
Consolidated
total liabilities
328 382
Other information
Capital expenditure
on property, plant and
equipment*
Depreciation
25 281
13 614
9 019
3 668
1 928
870
44 924
5 384
6 929
6 966
88 081
30 502
88 081
30 502
* Capital expenditure on property, plant and equipment from other operations includes R2 million in property development costs on the Renishaw farm.
59
Year to 31 March 2014

Revenue
Operating profit/(loss)
Profit on disposal of
p
roperty, plant and
equipment
Unallocated
corporate expenses
Consolidated
operating profit/(loss)
Balance sheet
Assets
Segment assets
Investments and loans
Short-term financial assets
Unallocated corporate
current assets
Sugar
cane
R000
Deciduous
fruit
R000
Bananas
R000
270 811
90 605
66 408
88 728
38 617
6 871
Macadamias
R000
Other
operations
R000
Total
continuing
operations
R000
Total
discontinued
operations
R000
Group
total
R000
11 195
439 019
51 400
490 419
7 711
141 340
16 063
157 403
(587)
230
(50 805)
88 728
38 617
6 871
413 769
284 516
31 589
(587)
78 822
7 711
141 340
16 063
106 828
35 910
844 606
844 606
23 812
14 635
142 817
Consolidated total assets
1 025 870
Liabilities
Unallocated
corporate liabilities
262 092
Consolidated
total liabilities
262 092
45 308
13 156
95 695
3 024
1 338
680
31 000
2 538
28 323
4 771
201 664
24 169
309
784
201 973
24 953
^ Other operations capital includes expenditure incurred to complete the Renishaw office renovations and implementation of a new financial accounting
system.
Other information
Capital expenditure
on property, plant and
equipment^
Depreciation
60
CONDENSED CONSOLIDATED NOTES

2015
R000
2014
R000
166
3 045
78
4 426
3 211
4 504
251
7430
Profit attributable to shareholders of Crookes Brothers Limited

Adjusted for:
Profit on disposal of shares
Tax effect of the disposal of shares
Loss on disposal of subsidiary
Capital profit on disposal of property, plant and equipment
Loss/(profit) on disposal of plant and equipment
Tax effect of the adjustments
40697
201146
Headline earnings
41531
84603
330,6
324,5
676,8
664,7
15 623
26 457
11 183
89 644
42 080
100 827
86
86
1. Investment income
Dividends received from unlisted investments and preference shares

Interest received on loans and deposits
2. Capital items
Profit on disposal of available-for-sale investments
3. Headline earnings per share

Headline earnings per share (diluted)
(251)
33
1165
(113)
(cents)
(cents)
(7430)
(19)
2815
(126168)
(230)
14489
4. Other salient features

4.1
4.2
Proposed capital expenditure

Contracted
Authorised by the directors but not yet contracted
Guarantees
61
5. Discontinued operations
5.1
Disposal of Quarrie Farm

On 25 November 2013, the company sold its grain and sheep operation, located near Napier in the Southern Cape. The disposal
of the operation was consistent with the groups long-term strategy to achieve maximum sustainable return from its assets. The
disposal of the operation was completed on 17 January 2014 on conclusion of transfer of the properties, realising a material
capital gain for the group.
5.2
Disposal of shareholding in KwaCele Farming (Pty) Ltd

On 31 March 2014, the group disposed of its 49% shareholding in KwaCele Farming (Pty) Ltd, which was a company engaged in
sugar cane farming near kwaDukuza, KwaZulu-Natal. The company was a strategic partner of the group and the last remaining
significant contributor to group results from dryland sugar cane farming. Details of the assets and liabilities disposed of are
disclosed in the annual financial statements on the companys website at www.cbl.co.za.
The combined results of the discontinued operations (i.e. grain and sheep operation and sugar cane subsidiary), included in
profit or loss for the prior year, are set out below.
2015
R000
2014
R000
Revenue
Expenses
51 400
(35 337)
Operating profit
Net finance income
Profit on sale of land, buildings, plant and equipment
Loss on sale of subsidiary
16 063
3 720
126 168
(2 815)

Taxation
143 136
(20 029)
Profit for the year from discontinued operations
123 107
62
Shareholder
INFORMATION
63
SHAREHOLDER PROFILE
SHAREHOLDERS DIARY
NOTICE OF
ANNUAL GENERAL MEETING
FORM OF PROXY
CORPORATE INFORMATION
SHAREHOLDER INFORMATION | INTEGRATED ANNUAL REPORT 2015
64
Shareholder PROFILE
Number of
shareholdings
Percentage
of total
shareholdings
Number
of shares
Percentage of
shares in issue
318
134
43
46
17
16
55,4
23,3
7,5
8,0
3,0
2,8
223 667
665 560
589 530
1 585 770
1 278 348
8 233 942
1,8
5,3
4,7
12,6
10,2
65,4
574
100,0
12 576 817
100,0
4 156 550
112 000
55 571
33,1
0,9
0,4
Shareholder spread
1 2 000 shares
2 001 10 000 shares
10 001 20 000 shares
20 001 50 000 shares
50 001 100 000 shares
Over 100 000 shares
Shareholder type
Non-public shareholders
Silverlands (SA) Plantations Sarl
Directors (direct and indirect holdings)
Associates of directors
1
3
3
7
1,2
4 324 121
34,4
Public shareholders
567
98,8
8 252 696
65,6
Total
574
100,0
12 576 817
100,0
Trusts
Stockbrokers and nominees
Individuals
Private companies and other corporations
101
6
409
58
17,6
1,1
71,2
10,1
4 497 297
32 975
2 595 985
5 450 560
35,8
0,3
20,6
43,3
Total
574
100,0
12 576 817
100,0
Silverlands (SA) Plantations Sarl

Ellingham Estate (Pty) Ltd
T C B Crookes Grandchildrens Trust
4 156 550
840 000
700 000
33,1
6,6
5,6
Total
5 696 550
45,3
Shareholder distribution
Beneficial shareholders with a holding greater than 5% of the shares in issue
Shareholders DIARY
Financial year-end
March
July
Reports and profit statements
Distributions
Interim
Final
Interim report
November
Audited group results
May
Annual report and financial statements
June
declaration
November
payable
January
declaration
May
payable
July
65
Notice of ANNUAL GENERAL MEETING

Notice is hereby given that the 102nd annual general meeting of shareholders of Crookes Brothers Limited (Crookes Brothers or the
company), in respect of the financial year ended 31 March 2015, will be held at the Durban Country Club, Isaiah Ntshangase Road, Durban,
on Friday, 31 July 2015 at 11:00 (the AGM or the annual general meeting).
PURPOSE
The purpose of the annual general meeting is to transact the business set out in the agenda below:
AGENDA
PRESENTATION OF ANNUAL FINANCIAL STATEMENTS
o present the audited annual financial statements of the company, including the reports of the directors, audit committee, social and ethics
T
committee and auditors, for the year ended 31 March 2015.
he condensed group annual financial statements are included in the integrated annual report, while the full set of annual financial
T
statements is available on the companys website at www.cbl.co.za.
O CONSIDER AND, IF DEEMED FIT, APPROVE, WITH OR WITHOUT MODIFICATION, THE

T
FOLLOWING ORDINARY RESOLUTIONS:
Note: For any of the ordinary resolutions numbers 1 to 4 to be adopted, more than 50% of the voting rights exercised on each such ordinary
resolution must be exercised in favour thereof.
1. ORDINARY RESOLUTION NUMBER 1: RE-APPOINTMENT OF EXTERNAL AUDITORS

Resolved to authorise the company to re-appoint, on the recommendation of the audit committee of the company, the external
auditors, Deloitte & Touche, with the designated auditor currently being Mrs Camilla Howard-Browne, until the conclusion of the next
annual general meeting.
The reason for this ordinary resolution is that the company, being a public listed company, must have its financial results audited and
such auditor must be appointed or re-appointed, as the case may be, each year at the annual general meeting of the company.
2. ORDINARY RESOLUTION NUMBER 2: RE-ELECTION OF NON-EXECUTIVE DIRECTORS

The nominations committee of the company assessed the performance of each of the retiring directors and the board of directors
considered the findings of the nominations committee. Based on these findings, the board recommends to shareholders the reelection of each of the retiring directors as set out in ordinary resolution number 2.1
2.1 The following non-executive directors retire by rotation in terms of clause 24.7.1 of the companys memorandum of incorporation
and, being eligible, offer themselves for re-election, each by way of a separate vote. Brief curricula vitae in respect of these
directors are shown on pages 10 and 11 of the 2015 integrated annual report to which this notice is attached.
2.1.1
Resolved that Mr JR Barton be and is hereby re-elected as a non-executive director of the company.
2.1.2
Resolved that Mr JAF Hewat be and is hereby re-elected as a non-executive director of the company.
2.1.3
Resolved that Mr G Vaughan-Smith be and is hereby re-elected as a non-executive director of the company.
The reason for this ordinary resolution is that the companys memorandum of incorporation and to the extent applicable the
Companies Act (Act 71 of 2008) as amended (the Companies Act), require that a component of the companys non-executive
directors retire every year at the companys annual general meeting and, being eligible, may offer themselves for re-election as
directors.
66
Notice of ANNUAL GENERAL MEETING continued

3. ORDINARY RESOLUTION NUMBER 3: ELECTION OF THE MEMBERS OF THE AUDIT COMMITTEE
Resolved that the following independent non-executive directors be and are hereby individually re-elected or elected, as the case may
be, by way of a separate vote, as members of the audit committee to remain members until the conclusion of the next annual general
meeting of the company:

3.1 Mr JAF Hewat;
3.2 Mr MT Rutherford; and
3.3 Mr RE Stewart.
Brief curricula vitae in respect of these directors are shown on page 10 of the 2015 integrated annual report to which this notice is
attached.
The reason for this ordinary resolution is that the company, being a public listed company, must appoint an audit committee and the
Companies Act requires that the members of such audit committee be appointed or re-appointed, as the case may be, at each annual
general meeting of the company.
4. ORDINARY RESOLUTION NUMBER 4: ENDORSEMENT OF THE COMPANYS REMUNERATION

POLICY BY WAY OF A NON-BINDING ADVISORY VOTE
Resolved to consider and endorse, by way of a non-binding advisory vote, the companys remuneration policy and its implementation.
The reason for this ordinary resolution is to request shareholders to signify their approval of the companys remuneration policy by way
of a non-binding advisory resolution as is provided for in the King Report on Governance for South Africa 2009 (King III). The policy
is outlined on pages 40 to 41 of the 2015 integrated annual report.
TO CONSIDER AND, IF DEEMED FIT, TO APPROVE, WITH OR WITHOUT MODIFICATION, THE
FOLLOWING SPECIAL RESOLUTIONS:
Note: For the special resolutions to be adopted, at least 75% of the voting rights exercised on each special resolution must be
exercised in favour thereof.
5. SPECIAL RESOLUTION NUMBER 1 AUTHORITY TO REPURCHASE OWN SHARES

Resolved that the company or any subsidiary of the company, as the case may be, subject to the Companies Act, the companys
memorandum of incorporation and the JSE Listings Requirements, may repurchase ordinary shares issued by the company, provided
that this authority shall be valid only until the date of the next annual general meeting of the company or for 15 (fifteen) months from
the date of the resolution, whichever is the shorter, and may be varied by a special resolution at any general meeting of the company
at any time prior to the annual general meeting.

It is recorded that the company or any subsidiary of the company may only make a general repurchase of ordinary shares if:
any such acquisition of ordinary shares is effected through the order book operated by the JSE trading system and done without
any prior understanding or arrangement between the company and the counter-party;
the repurchases are made at a price no greater than 10% (ten percent) above the volume weighted average of the market value
for such securities for the 5 (five) business days immediately preceding the date on which the repurchase is effected;
the company or its subsidiaries do not repurchase securities during a prohibited period defined in terms of the JSE Listings
Requirements, unless it has a repurchase programme in place where the dates and quantities of securities to be traded during the
relevant period are fixed (not subject to any variation) and has been submitted to the JSE, in writing, prior to the commencement
of the prohibited period. The company will instruct an independent third party, which makes its investment decisions in relation
to the companys securities independently of, and uninfluenced by, the company, prior to the commencement of the prohibited
period to execute the repurchase programme submitted to the JSE;
the company is so authorised by its memorandum of incorporation;
at any point in time, the company may only appoint one agent to effect any repurchases on the companys behalf;
67
a paid press announcement, containing full details of such repurchases is published as soon as the company has repurchased
ordinary shares constituting, on a cumulative basis, 3% (three percent) of the number of securities in issue prior to the
repurchases and for each 3% (three percent), on a cumulative basis, thereafter; and
acquisitions of the companys securities by the company or its subsidiaries in the aggregate in any one financial year may not
exceed 5% (five percent), in the case of a repurchase by the company and 5% (five percent) in the case of a purchase by a
subsidiary, of the companys issued share capital from the date of the grant of this general authority.
In terms of the general authority given under this special resolution, any acquisition of ordinary shares shall be subject to:
the Companies Act;
the JSE Listings Requirements and any other applicable stock exchange rules, as may be amended from time to time;
the sanction of any other relevant authority whose approval is required in law; and
a resolution by the board that it authorises the repurchase, that the company passed the solvency and liquidity test and that
since the test was done there have been no material changes to the financial position of the company or the group.
After having considered the effect of any repurchases of ordinary shares pursuant to this general authority, the directors of the
company in terms of the Companies Act and the JSE Listings Requirements, confirm that they will not undertake such repurchase of
ordinary shares unless at the time that the contemplated repurchase is to take place:

the company and its subsidiaries will be able to pay their debts as they become due in the ordinary course of business for a
period of 12 (twelve) months after the date of the notice of the annual general meeting;
the consolidated assets of the company and its subsidiaries, fairly valued in accordance with International Financial Reporting
Standards, will be in excess of the consolidated liabilities of the company and its subsidiaries for a period of 12 (twelve) months
after the date of the notice of the annual general meeting;
the company and its subsidiaries will have adequate capital and reserves for the ordinary business purposes of the company and
its subsidiaries for a period of 12 (twelve) months after the date of the notice of the annual general meeting; and
the working capital available to the company and its subsidiaries will be sufficient for the groups ordinary business purposes for
a period of 12 (twelve) months after the date of the notice of the annual general meeting.
The directors of the company are of the opinion that it would be in the interests of the company to approve such general authority for
the repurchase of shares for use in terms of the Crookes Brothers Share Option Scheme ( Share Option Scheme) and thereby allow
the company or any subsidiary of the company, to be in a position to repurchase the securities issued by the company through the
order book of the JSE, should the market conditions and price justify such action.
Repurchases will only be made after careful consideration where, in the opinion of the directors, repurchases are in the best interests
of the company and the group.

Reason for and effect of special resolution number 1
The reason for and effect of this special resolution is to enable the company to repurchase shares for allocation to participants in terms
of the Share Option Scheme.

Explanatory note to special resolution number 1
The companys memorandum of incorporation contains a provision allowing the company or any subsidiary of the company to
repurchase securities issued by the company. This is subject to the approval of the shareholders in terms of the companys
memorandum of incorporation and the JSE Listings Requirements.
68

6. SPECIAL RESOLUTION NUMBER 2 REMUNERATION OF NON-EXECUTIVE DIRECTORS
Resolved in accordance with section 66(9) of the Companies Act, that unless otherwise determined by the company in general
meeting, the revised annual fees payable by the company to non-executive directors be approved with effect from 1 April 2015, as
follows:
Current
Rand
per annum
Proposed
Rand
per annum
Board
Chairman
380 000
150 000
405 000
160 000
Audit committee
Chairman
Other members
106 500
50 000
113 500
53 000
Remuneration committee
Chairman
Other members
30 000
20 000
32 000
21 500
Nominations committee
Chairman
Other members
15 000
10 000
16 000
10 500
Risk committee
Chairman
42 000
28 000
44 500
30 000
Social and Ethics committee

Chairman
30 000
20 000
32 000
21 500
Retirement funds
Employer-elected trustees
17 000
18 000
All fees are paid quarterly in arrears.

The reason for this special resolution is to obtain prior approval from shareholders in accordance with the Companies Act for the payment
of the non-executive directors fees and the effect will be that the non-executive directors will be paid in accordance with this resolution.
7. SPECIAL RESOLUTION NUMBER 3 FINANCIAL ASSISTANCE IN TERMS OF SECTION 44 OF THE

COMPANIES ACT

Resolved that, to the extent required by the Companies Act, the board of directors of the company may as a general approval, subject
to compliance with the requirements of the companys memorandum of incorporation and the Companies Act, each as presently
constituted and as amended from time to time, authorise the company to provide direct or indirect financial assistance, by way of
loans, guarantees, the provision of security or otherwise to any person for the purpose of, or in connection with, the subscription of
any option, or any securities (as such term is defined in the Companies Act), issued or to be issued by the company or a related or
inter-related company, or for the purchase of any securities of the company or a related or inter-related company on the basis that
the board of directors of the company is satisfied that following the provision of the financial assistance, the solvency and liquidity test
referred to in section 4 of the Companies Act will, as required in terms of section 44 (3)(b)(i) of the Companies Act, be met and that
the terms under which the financial assistance is proposed to be given as contemplated in section 44 (3)(b)(ii) of the Companies Act
are fair and reasonable to the company and accordingly pass a resolution to this effect.
Such authority is valid for a period of two (2) years commencing on the date of approval of this special resolution.

The reason for and effect of this special resolution is to grant the directors the authority to provide financial assistance to any company
or corporation which is related or inter-related to the company and/or to any financier for the purpose of or in connection with the
subscription or purchase of options, shares or other securities in the company or any related or inter-related company or corporation.
This means that the company is authorised, inter alia, to grant loans to its subsidiaries and to guarantee and furnish security for the
69
debt of its subsidiaries where any such financial assistance is directly or indirectly related to a party subscribing for options, shares or
securities in the company or its subsidiaries.
A typical example of where the company may rely on this authority is where a subsidiary raised funds by way of issuing preference
shares and the third-party funder requires the company to furnish security, by way of a guarantee or otherwise, for the obligations of
its subsidiary to the third-party funder arising from the issue of the preference shares.
8. SPECIAL RESOLUTION NUMBER 4 FINANCIAL ASSISTANCE TO RELATED AND INTER-RELATED

COMPANIES IN TERMS OF SECTION 45 OF THE COMPANIES ACT
Resolved that, to the extent required by the Companies Act, the board of directors of the company may as a general approval, subject
to compliance with the requirements of the companys memorandum of incorporation and the Companies Act, each as presently
constituted and as amended from time to time, authorise the company to provide direct or indirect financial assistance to a related or
inter-related company on the basis that the board of directors of the company is satisfied that following the provision of the financial
assistance, the solvency and liquidity test referred to in section 4 of the Companies Act will, as required in terms of section 45 (3)(b)(i)
of the Companies Act, be met and that the terms under which the financial assistance is proposed to be given as contemplated in
section 45 (3)(b)(ii) of the Companies Act are fair and reasonable to the company and accordingly pass a resolution to this effect.

Such authority is valid for a period of two (2) years commencing on the date of approval of this special resolution.

The reason for and effect of this special resolution is to obtain the necessary approvals from shareholders to allow the company to
provide financial assistance to the companys related or inter-related companies in accordance with the provisions of Section 45 of
the Companies Act, as and when required. This means that the company is inter alia authorised to grant loans to its subsidiaries and
to guarantee the debt of its subsidiaries.

This special resolution does not authorise the provision of financial assistance to a director and/or prescribed officer of the company.
In terms of and pursuant to the provisions of sections 44 and 45 of the Companies Act, the directors of the company confirm that the
board will satisfy itself, after considering all reasonably foreseeable financial circumstances of the company, that immediately after
providing any financial assistance as contemplated in special resolution numbers 3 and 4:
the assets of the company (fairly valued) will equal or exceed the liabilities of the company (fairly valued) (taking into consideration
the reasonably foreseeable contingent assets and liabilities of the company);
the company will be able to pay its debts as they become due in the ordinary course of business for a period of 12 months;
the terms under which any financial assistance is proposed to be provided, will be fair and reasonable to the company; and
all relevant conditions and restrictions (if any) relating to the granting of financial assistance by the company as contained in the
companys memorandum of incorporation have been met.
member who is entitled to attend and vote at the annual general meeting is entitled to appoint a proxy to attend, speak and, on a poll,
A
vote in his/her stead. The proxy need not be a member of the company.
P roxy forms should be forwarded to reach the companys registered office or the companys transfer secretaries at the addresses as stated
on the inside back cover of the 2015 integrated annual report, not less than 48 hours before the commencement of the annual general
meeting.
By order of the board,
Highway Corporate Services (Pty) Limited

Company Secretary
Renishaw
29 May 2015
70

VOTING AND PROXIES
All shareholders are entitled to attend and vote at the annual general meeting. Shareholders who hold their shares in certificated form or who
are own name registered dematerialised shareholders who are unable to attend the annual general meeting but who wish to be represented
thereat, are required to complete and return the attached form of proxy so as to be received by the company, or the companys transfer
secretaries, by not later than 11:00 on Wednesday, 29 July 2015. Shareholders who have dematerialised their shares through a Central
Securities Depository Participant (CSDP) or broker, other than by own name registration, who wish to attend the annual general meeting
should instruct their CSDP or broker to issue them with the necessary authority to attend the annual general meeting, in terms of the custody
agreement entered into between such shareholders and their CSDP or broker. Shareholders who have dematerialised their shares through a
CSDP or broker, other than by own name registration, who wish to vote by way of proxy, should provide their CSDP or broker with their voting
instructions, in terms of the custody agreement entered into between such shareholders and their CSDP or broker. These instructions must
be provided to their CSDP or broker by the cut-off time or date advised by their CSDP or broker for instructions of this nature.
SALIENT DATES
Record date to receive the notice of the annual general meeting
Friday, 19 June 2015
Last date to trade to be eligible to vote
Friday, 17 July 2015
Record date to be eligible to vote
Friday, 24 July 2015
Last date for lodging forms of proxy
Wednesday, 29 July 2015
IDENTIFICATION OF ANNUAL GENERAL MEETING PARTICIPANTS

Please note that in terms of Section 63 (1) of the Companies Act meeting participants (including proxies) are required to provide reasonably
satisfactory identification before being entitled to attend or participate in a meeting. Forms of identification include valid identity documents,
drivers licences and passports.
Form of PROXY
CROOKES BROTHERS LIMITED

Company registration number 1913/000290/06
Share code: CKS ISIN: ZAE000001434
(Crookes Brothers or the company)
For use only by certificated shareholders, own name registered dematerialised shareholders, Central Securities Depository Participants (CSDP) nominee
companies and brokers nominee companies at the annual general meeting of shareholders to be held at the Durban Country Club, at 11:00 on Friday,
31 July 2015.
Dematerialised shareholders other than by own name registration, must not complete this form of proxy and must provide their CSDP or broker with their
voting instructions, or alternatively, should they wish to attend the annual general meeting themselves, they may request the CSDP or broker to provide
them with a letter of representation in terms of the custody agreement entered into between such shareholders and their CSDP or broker.
I/We
(block capitals)
of
(address)
being a member(s) of the above-named company and entitled to vote,

do hereby appoint
of
or failing him/her
of
or failing him/her the chairman of the annual general meeting as my/our proxy to vote for me/us and on my/our behalf at the annual general meeting
of the company to be held on Friday, 31 July 2015, or at any adjournment thereof.
I/We hereby direct that my/our proxy shall exercise his/her discretion as to the manner in which he/she votes, except as indicated below.
Mark with X where applicable
Agenda item
For
Re-appointment of auditors
2.1.1
Re-election of non-executive director Mr JR Barton
2.1.2
Re-election of non-executive director Mr JAF Hewat
2.1.3
Re-election of non-executive director Mr G Vaughan-Smith
3.1
Re-election of audit committee member Mr JAF Hewat
3.2
Re-election of audit committee member Mr MT Rutherford
3.3
Election of audit committee member Mr RE Stewart
4.
Remuneration policy Non-binding advisory vote
5.
Special resolution number 1 Repurchase of shares
6.
Special resolution number 2 Remuneration of non-executive directors
7.
Special resolution number 3 Authority to grant financial assistance in terms of section 44 of the
Companies Act
8.
Special resolution number 4 Authority to grant financial assistance to related and inter-related
companies or corporations in terms of section 45 of the Companies Act
Signed at
on this
Signature
day of
Abstain
2015
Number of shares
Annual general meeting luncheon invitation

Shareholders are advised that a luncheon will be served at the Durban Country Club after the conclusion of the annual general
meeting. In order to assist with catering requirements, shareholders are requested to complete this catering notification card
and post it to Crookes Brothers Limited, PO Renishaw, 4181 or scan and mail it to cclifton@cbl.co.za.
I/We, being a member/members of the above-named company, wish to attend the annual general meeting of the company
to be held on Friday, 31 July 2015 and would like to/cannot attend the shareholders luncheon.
RSVP: No later than 24 July 2015
Signature:
Number of people:
1.
Against
Notes to the form of proxy

A Crookes Brothers shareholder may insert the name of a proxy or the names of two alternative proxies of the Crookes Brothers
shareholders choice in the space/s provided, with or without deleting the chairman of the annual general meeting, but any such
deletion must be initialled by the Crookes Brothers shareholder concerned. The person whose name appears first on the form of proxy
and who is present at the annual general meeting will be entitled to act as proxy to the exclusion of those whose names follow.
Please insert an X in the relevant spaces according to how you wish your votes to be cast. However, if you wish to cast your votes in
respect of a lesser number of shares than you own in Crookes Brothers, insert the number of ordinary shares held in respect of which you
desire to vote. Failure to comply with the above will be deemed to authorise the proxy to vote or to abstain from voting at the annual
general meeting as he/she deems fit in respect of all the shareholders votes exercisable thereat. A Crookes Brothers shareholder or his/
her proxy is not obliged to use all the votes exercisable by the Crookes Bothers shareholder or by his/her proxy, but the total of the votes
cast and in respect whereof abstentions are recorded may not exceed the total of the votes exercisable by the shareholder or by his/
her proxy.
The date must be filled in on the proxy form when it is signed.
The completion and lodging of this form of proxy will not preclude the relevant Crookes Brothers shareholder from attending the annual
general meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof. Where there are
joint holders of shares, the vote of the senior joint holder who tenders a vote, as determined by the order in which the names stand in
the register of members, will be accepted.
Documentary evidence establishing the authority of a person signing the form of proxy in a representative capacity must be attached
to the form of proxy unless previously recorded by the transfer secretaries or the company secretary of Crookes Brothers or waived by the
chairman of the annual general meeting of Crookes Brothers shareholders.
Any alterations or corrections made to the form of proxy must be initialled by the signatory/ies.
A minor must be assisted by his/her parent or guardian unless the relevant documents establishing his/her legal capacity are produced
or have been registered by the transfer secretaries or the company secretary of Crookes Brothers Limited.
Forms of proxy must be received by the company, Crookes Brothers Limited, at Renishaw, KwaZulu-Natal (PO Renishaw, 4181) or by
the companys transfer secretaries, Computershare Investor Services (Pty) Ltd, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051,
Marshalltown, 2107) by not later than 11:00 on Wednesday, 29 July 2015.
The chairman of the annual general meeting may, in his absolute discretion, accept or reject any form of proxy which is completed
other than in accordance with these notes.
If required, additional forms of proxy are available from the company secretary of Crookes Brothers Limited.
Dematerialised shareholders, other than by own name registration, must not complete this form of proxy but must provide their CSDP or
broker with their voting instructions in terms of the custody agreement entered into between such shareholders and their CSDP or broker.
Corporate INFORMATION
Company name:
Registered office:
Postal address:
Telephone:
Telefax:
E-mail:
Website:
Share code:
Company registration number:
Company secretary:
Business address:
Postal address:
Telephone:
Telefax:
Transfer secretaries:
Business address:
Postal address:
Telephone:
Telefax:
Auditors:
Attorneys:
Bankers:
Crookes Brothers Limited

Renishaw, KwaZulu-Natal
PO Renishaw, 4181
039 978 4600
039 978 4628
info@cbl.co.za
www.cbl.co.za
CKS
1913/000290/06
Highway Corporate Services (Proprietary) Limited
14 Hillcrest Office Park, 2 Old Main Road, Hillcrest
PO Box 1319, Hillcrest, 3650
031 765 4989
086 679 3461
Computershare Investor Services (Proprietary) Limited
70 Marshall Street, Johannesburg
PO Box 61051, Marshalltown, 2107
011 370 5000
011 688 5200
Deloitte & Touche
Livingston Leandy Inc.
FirstRand Bank Limited
Investec Bank Limited
Sponsor: Sasfin Capital (A division of Sasfin Bank Limited)
www.cbl.co.za

Crookes Iar 2015

Hochgeladen von

Dokumentinformationen

Originalbeschreibung:

Copyright

Verfügbare Formate

Dieses Dokument teilen

Dokument teilen oder einbetten

Freigabeoptionen

Stufen Sie dieses Dokument als nützlich ein?

Sind diese Inhalte unangemessen?

Copyright:

Verfügbare Formate

Crookes Iar 2015

Hochgeladen von

Copyright:

Verfügbare Formate

INTEGRATED ANNUAL REPORT

The theme of this years integrated

outside cover flap

ANNUAL FINANCIAL STATEMENTS

Read more in this report

SCOPE OF THE REPORT

Profit after taxation

Cash from operations

(28 209 tons)

(16 862 tons)

BUSINESS OVERVIEW | INTEGRATED ANNUAL REPORT 2015

(655 715 tons)

An integral part of our strategy of growth and diversification is our

The ongoing continuous improvement programme has progressed

however, many shareholders advised that they would probably not

Steady progress was also made with the rezoning of parts of

issue of shares for cash, which included a claw-back opportunity

The turbulent and uncertain agricultural environment in South

facilitate the strategic initiatives.

BUSINESS OVERVIEW | INTEGRATED ANNUAL REPORT 2015

follow a rights issue but understood the necessity to raise funds to

The Crookes Brothers group specialises in the

Sugar cane is currently the largest contributor to group revenue

We are proud of the groups history as a pioneer in the South African

The groups reputation for excellence is reflected in the commitment,

Global food security has been identified as a key

We keep our promises

It is our vision to become a major player in

BUSINESS OVERVIEW | INTEGRATED ANNUAL REPORT 2015

Strategic FOCUS continued

In setting our long-term financial goals we have

Our primary financial goal is to

A secondary financial goal is to achieve

The achievement of goals requires the

In all our operations, we follow a philosophy

We mitigate climatic, market, resource,

We forge operating partnerships with

BUSINESS OVERVIEW | INTEGRATED ANNUAL REPORT 2015

The quality of the portfolio of farms under

Crookes Plantations, Big Bend

Elgin Grabouw Villiersdorp

BUSINESS OVERVIEW | INTEGRATED ANNUAL REPORT 2015

Anthony co-founded the Metier private

Xola is a business executive and

Rodger Stewart (66)

John Barton (67)

FCMA, CGMA, AMP (Harvard)

Malcolm Rutherford (53)

Trained at Deloitte and UAL Merchant

Christopher Chance (62)

Tim is Head of Agricultural Research for

Gary is chief investment officer of

Note: Xola Sithole and Christopher Chance

BUSINESS OVERVIEW | INTEGRATED ANNUAL REPORT 2015

Chris is an agricultural consultant

COMMENTARIES | INTEGRATED ANNUAL REPORT 2015

Faced with a similar threat, Zambia Sugar (Illovo Sugars subsidiary

The short-term prognosis for the South African market remains

COMMENTARIES | INTEGRATED ANNUAL REPORT 2015

The groups banana production is distributed by Lebombo

During the current year, a lease over

 e two major initiatives in progress are

T he first phase planting of 249 hectares of macadamias was

e two major initiatives in progress are

T he first phase planting of 249 hectares of macadamias was

We are in negotiations with a development finance institution

Renishaw farm, the historical home of the group, is in the

The sugar cane estates in particular have achieved excellent

in Mozambique, losses incurred on the cash crops at Murrimo