(Incorporated in Zimbabwe on 2 October 1935 under registration number 18/1935) ABRIDGED CIRCULAR TO SHAREHOLDERS regarding the disposal of the

Groups investment in Tongaat Hulett (Botswana) (Pty) Limited and Bluestar Logistics and incorporating NOTICE CONVENING AN EXTRAORDINARY GENERAL MEETING

Financial Advisor

CIRCULAR TO SHAREHOLDERS

Imara Corporate Finance Zimbabwe (Private) Limited

Sponsoring Broker

Legal Advisor

ABC Stockbrokers (Private) Limited Members of the Zimbabwe Stock Exchange

Dube, Manikai & Hwacha Legal Practioners Share Transfer Secretaries

Auditors and Independent Reporting Accountants

Ernst & Young Chartered Accountants (Zimbabwe)

First Transfer Secretaries (Private) Limited

ABRIDGED CIRCULAR TO SHAREHOLDERS

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the disposal of the Groups investment in Tongaat Hulett (Botswana) (Pty) Limited and Bluestar Logistics and incorporating NOTICE CONVENING AN EXTRAORDINARY GENERAL MEETING PART 1: CHAIRMANS LETTER TO SHAREHOLDERS
5.2 Leave to Hold Scheme Meetings On the 8th of May 2013 the High Court granted the company leave to proceed and hold scheme meetings for the Groups lenders and creditors. The scheme meetings took place on 5th of June 2013.

Notices for the scheme meetings were published in the national newspapers and the proposed scheme of arrangement documents are open for inspection at the offices of the company. 5.3 Classification of Lenders and Creditors The table below provides the classification of the companys lenders and creditors in terms of the proposed scheme of arrangement. Class of Lenders and Creditors Secured Lenders Secured Creditor Unsecured Lenders and Creditors Description Secured lenders are secured by the properties of Star Africa. Secured creditor is the raw sugar supplier and is secured by a ZB Bank guarantee, which is in turn underpinned by the Groups properties, and pledge of the companys shares in THB. Unsecured lenders are the banks and other financial institutions with no security. Unsecured creditors are suppliers with no security.

(Incorporated in Zimbabwe on 2 October 1935 under registration number 18/1935)

Dear Shareholder, 1. Introduction and Background  The introduction of multi-currencies resulted in an illiquid domestic economy. The illiquid economy resulted in enterprises experiencing significant tenure and cost constraints when raising and servicing capital for both working and upgrading the productive infrastructure. The consequence for the manufacturing sector has been below breakeven production, inability to compete with imported products, and an increasingly urgent need for both operational and financial turnaround. As indicated in previous statements to shareholders, the Board is implementing operational and financial restructuring of the company that is underpinned by a planned upgrade of the Harare Refinery, the unbundling and disposal of company operations that are non-core to the sugar refining business, and a scheme of arrangement proposed to the companys lenders and creditors in terms of Section 191 of the Companies Act.  In terms of the scheme of arrangement and in line with the Boards reported objective to unbundle and dispose of non-core operations, the company proposed to partly settle its lenders and creditors. In order to raise cash for partly settling the lenders and creditors, the Board is proposing to dispose the companys investment in Tongaat-Hulett Botswana (Pty) Ltd (THB) and the companys operations, assets and liabilities in the Bluestar Logistics (BSL) division (the Proposed Disposal). The EGM being held on 19 July 2013 will give shareholders the opportunity to vote on the proposed disposal of the companys investment in THB and the Groups operations, assets and liabilities in the BSL division. 2. CURRENT GROUP PROFILE

5.4 Proposed Standstill Arrangement  In order to provide the company with an opportunity to upgrade the Harare Refinery, complete the Proposed Disposals, stabilise the operations and restore its cash flow generative potential, it was proposed that all the classes of the Companys lenders and creditors agree to a standstill arrangement in which the payment of all amounts due is deferred for 6 (six) months counting from the date the scheme of arrangement is sanctioned by the court.

5.5 Proposed Part Settlement The table below shows the part settlement proposed to all the classes of the companys lenders and creditors. Class of Lenders and Creditors Secured Creditor Description of Part Settlement 50% of the proceeds from the disposal of the 33.33% shareholding of starafrica in THB, subject to a minimum part settlement of USD4 million.

2.1 Background  starafricacorporation limited (starafrica or the Group) has operations in food, engineering, transport and real estate sectors. The company was established in 1935, principally as a sugar refiner, operating under the name of Rhodesia Sugar Refinery. The Groups growth has been driven by its core business of sugar refining. 2.2 Main business overview Food business The food business consists of: - Goldstar Sugars - Country Choice Foods - THB Goldstar Sugars, which is the Groups oldest brand, has grown substantially from its beginnings in 1935 to command a leading market position in Zimbabwe. It currently operates one refinery in Harare, with an installed capacity of 250 000 tonnes per year.  However, the plant is now old and needs replacement and as a result Goldstar Sugar has consistently posted losses since dollarization. Country Choice Foods is Zimbabwes largest manufacturer and marketer of sugar speciality products. Such products include: icing sugar, caster sugar, old fashioned brown sugar, pencil and envelope sugars, syrups, and caramel. Country Choice Foods also markets and distributes molasses and liquid sugar, both of which are by-products from the sugar refining process. Country Choice Foods has been trading profitably to date.  THB packs, distributes and markets sugar within Botswana under the brand name Blue Crystals. Starafrica holds a 33.3% stake, with Tongaat Hulett Group holding the remaining 66.7%. THB holds about 75% of the market share in Botswana. THBs performance has been commendable with annual average turnover of US$ 40 million, and profit after tax of US$ 3.5 million. Packaging The packaging business comprises Highfield Bag, and Polyfilm Plastics.   Established in the 1960s and acquired by starafrica in 1995, Highfield Bag produces polyethylene woven bags, shade cloth, and potato and orange pockets. It is the supplier of branded bags to the sugar industry in Zimbabwe. Polyfilm Plastics manufactures plain and printed plastic bags, general industrial tubing, bags and sheeting of all sizes and gauges and is a supplier of packaging to the sugar industry Polyfilm currently cannot compete as the printing technology is outdated. The packaging business had been posting losses since 2009. Transport The Group operates a logistics business under BSL.  BSL originally addressed the transport requirements of the sugar refineries, transporting raw sugar to the refineries, and refined sugar to the market. Today, it is one of the leading transporters in the haulage industry with over 45 rigs-20 of which were financed by PTA Bank and are fairly new. Bluestar currently provides haulage services to Unki Mine and Zimplats. Property The property business comprises Silverstar Properties.  Silverstar Properties is involved in the ownership, leasing, management, and development of commercial, residential, retail and industrial properties across the country. Since 2010, the Company has been forced to sell some of the properties to recapitalise the Group. The current property portfolio is valued at US$17 million. 3. Rationale for the Proposed Disposals The following factors provide the rationale for the Proposed Disposals: In order to focus the effort of companys management in the operational and financial turnaround of the core business of sugar refining,  the Board decided that the non-core operations of the company, which include the Proposed Disposals, be unbundled and disposed; and In order to incentivise the companys lenders and creditors to agree to the restructuring of the outstanding debt, it was  proposed that all the companys lenders and creditors shall be partly settled under the scheme of arrangement. The Proposed Disposals are intended to raise the cash required by the company for the part settlement. 4. Planned Upgrade of the Harare Refinery The Group commissioned Intergrated Casetech Consultants (Private) Limited (ICCPL) of India to conduct an audit of the Harare sugar refinery and recommend upgrades to improve: plant performance and quality of refined sugar; and minimise refining losses and operating costs. A tripartite agreement was subsequently signed by the Group and other financiers for the USD5.0 million financing and upgrade of the Harare sugar refinery, and the requisite deposit was paid. The design of the upgrading equipment was completed and the manufacture of the upgrade equipment is now in progress. The equipment will be delivered to Zimbabwe upon delivery of letters of credit to ICCPL. It is anticipated that the upgrade of the refinery will be completed before 31 December 2013. 5. Proposed Scheme of Arrangement 5.1 Background to the Scheme of Arrangement As was indicated in the chairmans statement for the half year ended 30 September 2012, the company sought the assistance of financial and legal advisers to expedite the processes to restructure the companys businesses. The Board considered the various debt restructuring options presented by the advisers and resolved that the debt restructuring be pursued as a scheme of arrangement in terms of Section 191 of the Companies Act. Subject to attaining the requisite majorities at the duly convened scheme meetings and sanctioning of the court, a Section 191 scheme of arrangement provides for the results of the debt restructuring to be binding on the companys lenders and creditors.

Secured Lenders The lower of 25% of the outstanding balance due to secured lenders and 50% of the net proceeds from the Proposed Disposals. Net proceeds are defined as proceeds from the Proposed Disposals after deducting the part settlement payable to the secured raw sugar supplier. Unsecured Lenders and Creditors The lower of 20% of the outstanding balance to unsecured Lenders and Creditors and 40% of the net proceeds from the Proposed Disposals. 5.6 Proposed Interest Rate The interest rate proposed to all classes of the companys lenders and creditors under the scheme of arrangement is shown in the table below. Class of Lenders and Creditors Interest Rate Secured Creditor The lower of the current interest rate charged by the secured creditor and 10% per annum. It is proposed that the interest be payable quarterly in arrears. Secured Lenders The lower of the current interest rate charged by the individual secured lenders and 10% per annum. It is proposed that the interest be payable quarterly in arrears. Unsecured Lenders and Creditors The lower of the current interest rate charged by individual unsecured Lenders and 12% per annum. It is proposed that the interest be payable quarterly in arrears until the secured  lenders and creditors are fully settled after which the interest shall be paid monthly. 5.7 Proposed Settlement Period The proposed period over which all the companys lenders and creditors are to be settled in terms of the scheme of arrangement is shown in the table below. Class of Lenders and Creditors Settlement Period 18 months from the date the scheme of arrangement is sanctioned by the court with a conditional option for the company to extend the date of settlement by a further 6 months. 18 months from the date the scheme of arrangement is sanctioned by the court with a conditional option for the company to extend the date of settlement by a further 6 months. 30 months from the date the scheme of arrangement is sanctioned by the court with a conditional option for the company to extend the date of settlement by a further 6 months.

Secured Creditor Secured Lenders Unsecured Lenders and Creditors (concurrent creditors)

5.8 Results of Scheme On 5 June 2013, Schemes of Arrangement (the Schemes) meetings were held at Chapman Golf Club. The results of the vote in respect of the Schemes were as follows: Secured raw sugar supplier scheme meeting

Number Value

Voting in favour of the scheme One (1) 100% $7 960 548.00 100% Voting against the scheme Nil 0% Nil 0% Abstained from voting Nil 0% Nil 0% Total in attendance and eligible to vote One (1) 100% $7 960 548.00 100% Secured lenders scheme Number Value Voting in favour of the scheme Two( 2) 100% $9 646 443.70 100% Voting against the scheme Nil 0% Nil 0% Abstained from voting Nil 0% Nil 0% Total in attendance and eligible to vote Two (2) 100% $9 646 443.70 100% Concurrent creditors scheme Number Value Voting in favour of the scheme Sixteen (16) 84.21% $18 201 539.08 Voting against the scheme Three (3) 15.79% $1 267 197.94 Abstained from voting Nil 0% Nil Total in attendance and eligible to vote Nineteen (19) 100% $19 468 737.02 93.49% 6.51% 0% 100%

All the Schemes were duly passed in terms of Section 191 of the Companies Act Chapter 24:03.

A copy of the Scheme of Arrangement Chairmans report, together with a copy of the scrutineers report is be available for inspection from the office of the Chairman Justice George Smith at 281 Herbert Chitepo Avenue, Harare and the Companys head office at 45 Douglas Road, Workington, Harare.

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the disposal of the Groups investment in Tongaat Hulett (Botswana) (Pty) Limited and Bluestar Logistics and incorporating NOTICE CONVENING AN EXTRAORDINARY GENERAL MEETING PART 1: CHAIRMANS LETTER TO SHAREHOLDERS (Continued)
The Companys lenders and creditors are entitled to attend or to be represented by Counsel at the High Court hearing for the sanctioning of the Schemes, which is set down for 7 August 2013. 5.9 Conditions Precedent to the Proposed Scheme of Arrangement The proposed scheme of arrangement is subject to the following conditions precedent being fulfilled: The Proposed Disposals being approved by the shareholders of the company at an EGM in terms of Section 183 of the  Companies Act; The disposal of the Groups investment in THB at a minimum disposal price of USD 4 million; The execution and becoming unconditional of the supply and installation agreement for the upgrading of the companies Harare sugar  refinery; The holding of the scheme meetings where the Groups lenders and creditors will be entitled to speak and vote; The secured creditor scheme being approved by the secured creditor; The secured lenders scheme being approved by a majority in number of the secured lenders representing not less than three fourths in  value of the votes excisable by the secured lenders present and voting, either in person or by proxy, at the secured lenders meeting; The concurrent creditors scheme being approved by a majority in number of the concurrent creditors representing not less than three  fourths in value of the votes excisable by the concurrent creditors present and voting, either in person or by proxy, at the concurrent creditors meeting; The schemes being sanctioned by the High Court in terms of Section 191 of the Companies Act; and Certified copies of the Order of Court sanctioning the Schemes being registered by the Registrar of Companies in terms of Section 191(3)  of the Companies Act. 6. Background Information on the Proposed Disposals 10.1 Pro Forma Statement of Comprehensive Income for the year ended 31 March 2013

6.1 THB THB is the largest sugar packaging and selling private company in Botswana. It was incorporated in 1984 as Sugar Packers (Pty) Ltd. It changed its name to Sugar Industries (Pty) Limited in 1990 and from 2012 to Tongaat-Hulett (Botswana) (Pty) Limited. 6.2 BSL  BSL is mainly involved in the transportation of platinum concentrates and ore within Zimbabwe and from Zimbabwe to refineries in South Africa. The transportation of raw and refined sugar is a limited component of the business because Goldstar Sugars mainly uses rail, which is a cheaper source of transporting bulk raw sugar from the low veld. BSL has 72 employees and is an entirely owned transport division of the company. 7. Financial Information on the Proposed Disposals 7.1 THB Financial information on THB for the three years ended 31 March 2011, 2012 and 2013 is set out in the table below. 2013 2012 2011 USD USD USD Revenue 43 024 324 46 337 911 40 721 811 Cost of sale (36 778 893) (40 086 409) (35 948 728) Gross profit 6 245 431 6 251 502 4 773 083 Other income 21 493 83 548 107 164 Admin and distribution expenses (1 706 435) (1 592 561) (1 384 989) Operating profit 4 560 489 4 742 489 3 495 258 Finance income 69 627 67 811 59 355 Finance costs - (1 431) (11 545) Profit before tax 4 630 116 4 808 869 3 543 068 Tax expense (1 042 085) (726 609) (785 671) Profit for the year 3 588 031 4 082 260 2 757 397

Details Effects of Proposed Audited Disposals Notes Pro Forma USD USD USD Revenue 24 314 615 - 24 314 615 Cost of sales (22 520 233) - (22 520 233) Gross Profit 1 794 392 - 1 794 392 Other income 185 019 - 185 019 Fair value gain on investment property 48 000 - 48 000 Administrative expenses (10 273 522) (270 000) 1 (10 543 522) Operating loss (8 246 111) (270 000) (8 516 111) Impairment loss (1 094 993) - (1 094 993) (Loss)/profit on disposal of associate and business (53 368) 4 029 003 2 3 975 635 Net exchange loss (4 154) - (4 154) Finance costs (5 322 188) - (5 322 188) Finance income 6 659 - 6 659 Income from associate 1 195 997 - 1 195 997 Loss before tax (13 518 158) 3 759 003 (9 759 155) Income tax (2 593 738) (350 000) 3 (2 943 738) Loss for the period (16 111 896) - (12 702 893) Loss for the period from discontinued operations (358 177) (358 177) Loss for the period (16 470 073) 3 409 003 (13 061 070) Other comprehensive income Impairment on previously revalued assets (2 644 452) (2 644 452) Exchange differences on translating foreign operations (446 603) 208 141 4 (238 462) Fair value adjustment on available-for-sale investments (1 062) (1 062) Income tax effects relating to other comprehensive income 681 000 681 000 Recycling of translation reserve on disposal of subsidiary 53 368 53 368 Total comprehensive loss for the period (18 827 822) 3 617 144 (15 210 678) Number of shares in issue 518 469 120 518 469 120 Basic EPS (cents) (3.20) (2.50) Headline EPS (cents) (3.17) (3.29) Notes:

1. Expenses for the Proposed Disposals. 2. Profit on the Proposed Disposals excluding expenses. 3. Capital Gains Tax on the proceeds of the proposed disposal. 4. Recycling foreign currency translation reserve to profit and loss.

10.2 Pro Forma Financial Position A pro forma statement of financial position for the Group showing the effect of the Proposed Disposals on the net asset value share and  assuming the Proposed Disposals had been effective as at 31 March 2013 is set out below. The pro forma statement of financial position has been prepared for illustrative purposes only and consequently it cannot give a complete picture of the financial performance of the company on completion of the Proposed Disposals.

Pro Forma Statement of Financial Position As At 31 March 2013 Details Effects of Proposed Audited Disposals Notes Pro Forma USD USD USD Details Assets Non-current assets Property, plant and equipment 21 243 663 - 21 243 663 Investment property 2 766 000 - 2 766 000 Other financial asset 11 181 - 11 181 Total non-current assets 24 020 844 - 24 020 844 Current assets Inventories 3 792 544 - 3 792 544 Trade and other receivables 2 112 419 - 2 112 419 Prepayments 888 744 - 888 744 Cash and cash equivalents 432 986 230 000 1 662 986 7 226 693 - 7 456 693 Assets held for sale 10 757 559 (7 068 035) 2 3 689 524 Total current assets 17 984 252 - 11 146 217 Total assets 42 005 096 (6 838 035) 35 167 061 Equity and liabilities Equity Issued capital 9 615 681 - 9 615 681 Non-distributable reserve 26 451 549 - 26 451 549 Retained loss (49 756 126) 5 294 553 3 (44 461 573) Reserves of disposal group classified as held for sale 1 786 536 (1 677 409) 4 109 127 Equity attributable to equity holders of the parent (11 902 360) - (8 285 216) Non controlling interest 1 544 331 - 1 534 331 Total equity (10 368 029) 3 617 144 (6 750 885) Non current liabilities Loans and borrowings 10 000 000 - 10 000 000 Deferred Taxation 2 187 255 - 2 187 255 Total non-current liabilities 12 187 255 - 12 187 255 Current liabilities Trade and other payables 20 131 313 (4 000 000) 5 16 131 313 Loans and borrowings 17 290 319 (4 500 000) 6 12 790 319 Provision for tax 442 125 350 000 7 792 125 Total current liabilities 37 863 757 (8 150 000) 29 713 757 Liabilities associated with assets held for sale 2 322 113 (2 305 179) 8 16 934 40 185 870 (10 455 179) 29 730 691 Total equity and liabilities 42 005 096 (6 838 035) 35 167 061 Shares in Issue 518 469 120 518 469 120 NAV (Cents) (2.00) (1.30) Notes:

7.2 BSL Financial information on BSL for the three years ended 31 March 2011, 2012 and 2013 is set out in the table below. 2013 2012 Details USD USD Revenue 5 102 305 7 473 178 Cost of sales (3 388 467) (5 069 190) Gross profit 1 763 839 2 403 988 Other income 933 - Depreciation (524 965) (520 796) Staff costs (443 261) (472 151) Selling & distribution (820) (3 344) Management fees (108 087) (146 595) Other administration costs (443 447) (685 937) Operating profit 244 192 575 164 Finance costs (223 085) (249 891) Profit/(loss) before tax 21 107 325 273

2011 USD 4 891 724 (3 468 710) 1 423 015 12 754 (416 248) (401 851) (9 816) (97 935) (665 899) (155 979) (155 515) (311 494)

8 Settlement of the Consideration The consideration is being settled by way of cash and payable after signing the Sale and Purchase Agreement and within 30 days from the date the conditions precedent to the Proposed Disposals are fully realised. 9. Applications of Funds Raised from the Proposed Disposals Set out below is an analysis of the application of the funds expected to be raised through the disposal: Details USD000 Gross proceeds 9 000 THB 7 000 BSL 2 000 Application of proceeds from the Proposed Disposals: Expenses for the Proposed Disposals 270 Part Settlement to Lenders and Creditors 8 500 Secured creditor 4 000 Secured lenders 2 500 Unsecured lenders and creditors 2 000 Working Capital 230 Total 9 000

10. Financial Effects of the Proposed Disposals 10.1 Pro Forma Statement of Comprehensive Income A pro forma statement of comprehensive income for the Group showing the effect of the Proposed Disposals on the earnings per share and  assuming the Proposed Disposals had been effective for the period ended 31 March 2013 is set out below. The pro forma income statement has been prepared for illustrative purposes only and consequently it cannot give a complete picture of the financial performance of the company on completion of the Proposed Disposals.

1. Net cash from the disposal proceeds retained in the business 2. Assets in the division and associate company that are subject to the Proposed Disposals. 3. Net movement in retained earnings, post the Proposed Disposals. 4. Non-distributable reserves, transferred to retained earnings post the Proposed Disposals 5. Proceeds from the Proposed Disposals utilised for part settlement to the secured raw sugar supplier as part of the proposed scheme of arrangement. 6. Proceeds from the Proposed Disposals utilised for part settlement to the secured lenders and concurrent creditors in terms of the proposed scheme of arrangement. 7. Capital gains tax on the Proposed Disposals 8. Liabilities in the logistics division, which are subject to the Proposed Disposals. 11. Expenses of the Proposed Disposals The expenses of the Proposed Disposals for legal and financial advisors as well as for regulatory expenses are estimated to a total USD 270 000. 12. Taxation arising from the proposed disposals

12.1 THB  In terms of existing legislation starafrica is obliged to pay five percent (5%) capital gains tax to ZIMRA in respect of the THB shares being sold. This amount will be paid over once the sale has been concluded. 12.2 BSL The recoupment resulting from the disposal of the BSL business will have no tax impact as the company has got a tax loss brought forward. The business will be disposed off as a going concern to a registered operator hence no VAT will be payable.

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the disposal of the Groups investment in Tongaat Hulett (Botswana) (Pty) Limited and Bluestar Logistics and incorporating NOTICE CONVENING AN EXTRAORDINARY GENERAL MEETING PART 1: CHAIRMANS LETTER TO SHAREHOLDERS (Continued)
13. Consequences of not Raising Additional Cash 17.4 Raw Sugar Supply Arrangement Raw sugar contributes 70% of the working capital requirements of the Group. In order to reduce the working capital burden on the company and allow for the sustained supply of raw sugar to meet the customer demand for refined sugar, the company has concluded an arrangement with the raw sugar supplier, which effectively defers payment for the raw sugar supplied until the raw sugar is refined, sold to customers, and cash is collected. 17.5 Refined sugar market The regional sugar industry is subject to Annexure 7 of the SADC Trade Protocol, which provides for mechanisms to prevent imported sugar from disrupting markets in sugar producing countries such as Zimbabwe. The Group will pursue mechanisms to prevent the dumping of refined sugar in the local market. The mechanisms will only be activated after the plant upgrade is completed in order to ensure that the company can meet local market demand. 18. DIVIDENDS  On conclusion of the disposal, it is expected that starafrica will continue to apply its traditional policy of a not less than three times dividend cover. In this regard, however, due to the on-going impact of the prevailing macro-economic climate which is expected to continue for the remainder of the financial year and over the medium term, the Directors remain of the opinion that the declaration of a dividend for the year ending 31 March 2014 will be subject to the Groups cash flow requirements. 19. CONDITIONS PRECEDENT The Disposals are each subject the following conditions precedent: (a) The disposal being approved by the shareholders of the Group at the EGM in terms of section 183 of the Companies Act (b) Completion of due diligence by the potential buyer on THB; (c) Signing of the Sale and Purchase Agreements between the company and the potential buyers; (d) Exchange control approval for the disposal of starafricas investment in THB; (e) Receipt of disposal proceeds; and (f )  Zimbabwe Sugar Sales (ZSS) releasing the shares of the company in THB, which were pledged to ZSS as security. ZSS shall release the pledged shares concurrently with the payment of the minimum of USD4 million from the proceeds on the disposal of the company shares in THB. 20. STARAFRICA EGM  starafrica shareholders are accordingly being asked to approve the disposal of the companys investments.   Set out at the end of this Circular is the Notice which contains details of the various Resolutions and convenes the EGM, to be held at 45 Douglas Road, Workington, Harare, on 19 July 2013, 0900 hours, at which time the Resolutions will be proposed for approval by Shareholders, either present in person or by proxy.  Shareholders are asked to complete and return the enclosed Form of Proxy, in accordance with the instructions printed thereon, as soon as possible, but in any event by no later than 1200 hours, 17 July 2013. The return of the Form of Proxy does not preclude a Shareholder from attending the EGM and voting in person. 21. STATUTORY INFORMATION IN RESPECT OF THE PROPOSAL In addition to the aspects already covered in this letter, the following statutory and regulatory information is supplied in  accordance with the ZSE Listing Requirements: 21.1 Voting rights All holders of Ordinary Shares entitled to vote will be entitled to attend and vote at the EGM. A holder of Ordinary Shares who is present in person, by authorised representative or by proxy shall: have one vote on a show of hands; and on a poll, have one vote for every Ordinary Share held or represented by him/her. Each starafrica Shareholder entitled to attend and vote at the EGM is entitled to appoint one or more proxies (none of whom need be a shareholder of starafrica) to attend and vote in his/her/its stead. 22. DIRECTORS, MANAGEMENT AND EMPLOYEES

In the event the Proposed Disposals are not implemented: The Group will be unable to partly settle the secured creditor, which is a condition precedent to the  success of the proposed scheme of arrangement; The Group will not be able to partly settle the other lenders and creditors and consequently the company will continue to be burdened by high interest charges; The amounts due to lenders and creditors are overdue and may result in lenders and creditors pursuing default litigations; and Business continuity may be threatened by working capital constraints.

14. Income statement Below is the summarised income statement for the past four years for starafrica. 2013 2012 USD USD Revenue 24 314 615 53 183 616 cost of sales (22 520 223) (50 945 481) Gross Profit 1 794 392 2 238 135 other income 185 019 748 395 gain on investment property 48 000 508 000 Expenses (10 273 522) (10 165 991) Operating profit (8 246 111) (6 671 461) restructuring costs - (795 805) loss on disposal of subsidiary (53 368) - Impairment loss (1 094 993) - Finance costs (5 326 341) (2 587 993) Finance income 6 659 74 276 Share of profits of an associate 1 195 997 1 358 810 Profit before tax (13 518 157) (8 622 173) Tax credit/(expense) (2 593 738) 1 911 194 Loss for the year (16 111 895) (6 710 979) Discontinued operations Loss after tax from discontinued operations (358 177) (1 724 636) Loss for the year (16 470 072) (8 435 615) 15. Statement of financial position Below is the Statement of Financial Position for the Group for the 2013 financial year. ASSETS Non-current assets Property, plant and equipment Investment property Investment in an associate Investment in subsidiaries Other financial assets Deferred tax asset Current assets Inventories Trade and other receivables Prepayments and deposits Cash and cash equivalents Assets held for sale Total assets EQUITY AND LIABILITIES Equity attributable to equity holders of the parent Issued capital Share premium Non-distributable reserves (Accumulated losses)/retained earnings Reserves of disposal group classified as held for sale Non-controlling interest Total equity Non-current liabilities Finance lease liability Loans and borrowings Deferred tax liability Current liabilities Trade and other payables Loans and borrowings Finance lease liability Income tax payable Bank overdraft Liabilities associated with assets held for sale Total equity and liabilities

2011 USD 56 937 631 (53 739 352) 3 198 279 584 143 438,057 (13 039 813) (8 819 334) - - - (2 770 609) 545 491 919 132 (10 125 320) 2 767 518 (7 357 802) (9 768 443) (17 126 245)

2010 USD 103 705 965 (93 780 454) 9 925 511 429 426 (20 701 331) (10 346 394) (3 781 700) 228 225 730 772 (13 169 097) 3 624 061 (9 545 036) (1 409 609) (10 954 645)

2013 USD

2012 USD

21 243 663 2 766 000 - - 11 181 - 24 020 844

31 325 485 2 268 000 2 328 564 151 130 1 586 637 37 659 816

3 792 544 2 112 419 888 744 432 986 7 226 693 10 757 559 17 984 252 42 005 096

3 688 204 3 725 243 888 976 2 599 130 10 901 553 5 287 076 16 188 629 53 848 445

51 847 9 563 834 26 451 549 (49 756 126) 1 786 536 (11 902 360) 1 534 331 (10 368 029) - 10 000 000 2 187 255 12 187 255 20 131 313 17 290 319 - 442 125 - 37 863 757 2 322 113 40 185 870 42 005 096

51 847 9 563 834 30 486 707 (33 157 717) 109 127 7 053 798 1 538 393 8 592 191 110 609 18 588 330 1 862 634 20 561 573 14 363 541 7 479 637 85 425 487 137 1 759 047 24 174 787 519 894 24 694 681 53 848 445

22.1 Directors details Full Names Position Mr Joseph Shenjere Mutizwa Chairman Dr Samuel Mwadayingenyi Mushiri Chief Executive Officer Mr Regis Virimai Mutyiri Finance Director Mr Kenzias Chibota Non-Executive Director Dr Joseph Kanyekanye Non-Executive Director Mr Timothy Nathan Chiganze Non-Executive Director Mr Rungamo Jekeso Mbire Non-Executive Director Dr Henry Chikova Non-Executive Director 23. DIRECTORS INTERESTS

23.1 Interests in ordinary shares As at 28 June 2013, (being the Last Practicable Date before the publication of this document), the Directors, directly and/or indirectly, held beneficial interests aggregating approximately 34 917 826. starafrica shares representing 6.74% of the issued share capital of the Group. Details of the direct and indirect interests held by the starafrica Directors in starafrica shares are set out below: Director Number of starafrica Shares held 28 June 2013 Mr J S Mutizwa 30 832 308 Dr M S Mushiri 4 085 518 Mr R V Mutyiri - Mr K Chibota - Dr J Kanyekanye - Mr T N Chiganze - Mr R J Mbire - Dr H Chikova - 24. BUSINESS RISK FACTORS

16. INDEPENDENT REPORTING ACCOUNTANTS The information set out in Paragraph 14 and 15 should be read in conjunction with the report of The Independent Reporting Accountants which is set out in APPENDIX 1 of the Circular to Shareholders. 17. FUTURE PROSPECTS A number of initiatives with a significant impact on future prospects of the Group are being pursued, and including the following: 17.1 Upgrade of the Harare Refinery The Group has concluded installation and financing agreements for the upgrade of the Harare refinery. The upgrade will have a significant impact on its future prospects of the company, which include: The yield and quality of refined sugar; Reduction in the amount of coal and electricity used during refining; Reduction in the amount of chemicals used during refining; and Reduction in operating costs as the refinery will become more automated. 17.2 Disposal of non-core business  In addition to the Proposed Disposals, initiatives to dispose the other business units that are not core to sugar refining are continuing and it is anticipated that the unbundling and disposal process will be completed during the financial year ending 31 March 2014. The disposal of non-core business units will reduce operating losses and focus management effort on the turnaround of the core business. 17.3 Proposed scheme of arrangement As indicated elsewhere in this circular, the Group has proposed a scheme of arrangement to creditors and lenders. Once approved and sanctioned by the court, the scheme of arrangement will relieve the significant cash flow pressure currently being experienced by the Group and allow for the business to be stabilised both in terms of operations and cash flows.

31 March 2013 30 832 308 4 085 518 -

24.1 Financial Risk Management The Groups financial instruments comprise bank loans and over-drafts and short term deposits. The main purpose of these financial instruments is to raise finance for the Groups operations or to achieve a return on surplus short term funds. The Group has various other financial assets and financial liabilities such as trade receivables and trade payables, which arise directly from its operations. The main risks arising from the Groups financial instruments are interest rate risk, foreign currency risk and credit risk. 24.2 Interest Rate Risk The Groups exposure to risk for changes in market interest rates relates primarily to variable short term overdraft rates. The Groups policy is to manage its interest cost by limiting exposure to overdrafts and where borrowings are required, to borrow at favourable and fixed rates of interest. 24.3 Foreign Currency Risk Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Group has transactional currency exposures. Such exposure arises from services and licences offered to the Group by providers outside Zimbabwe and are billed in currencies other than the Groups functional currency. The exposure is managed through continuously seeking for foreign currency to pay outstanding balances and commitments. Because of investments in South Africa and Botswana, the groups Statement of financial Position can be affected significantly by movements in the US$/Rand and US$/ Pula exchange rates respectively 24.4 Credit Risk The Group trades only with recognised, creditworthy third parties. It is the Groups policy that all customers who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an on-going basis with the result that the Groups exposure to bad debts is not significant.

ABRIDGED CIRCULAR TO SHAREHOLDERS

page 5

the disposal of the Groups investment in Tongaat Hulett (Botswana) (Pty) Limited and Bluestar Logistics and incorporating NOTICE CONVENING AN EXTRAORDINARY GENERAL MEETING PART 1: CHAIRMANS LETTER TO SHAREHOLDERS (Continued)
The Groups objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts and bank loans. The table below summarises the maturity profile of the Groups financial liabilities at 31 March 2013 based on contractual undiscounted payments. 2013 Loans and borrowings long term Loans and borrowings short term Bank overdraft Trade and other payables -continuing operations (Note 21) -discontinued operations (Note 9.2) 2012 Loans and borrowings long term Loans and borrowings short term Finance lease liability Bank overdraft Trade and other payables -continuing operations -discontinued operations Less than 4 months USD 4 to 12 More than months 12 months USD USD Total USD 34. INTEREST BEARING LOANS AND BORROWINGS

34.1 Borrowing powers of the Directors  In terms of the companys Articles of Association, the amount at any one time owing in respect of monies borrowed or secured by the directors, taken together with the aggregate of all similar borrowings of its subsidiary companies (but excluding inter-company) shall not without the sanction of the company in General Meeting, by ordinary resolution, exceed an amount twice the consolidated shareholders equity. The borrowings available for utilisation are as follows . 2013 2012 USD USD Authorised borrowings per Articles of Association - 17 184 382 Total borrowings 28 998 704 28 023 048 -Continuing operations 27 290 319 28 023 048 -Discontinued operations 1 708 385 Excess over borrowing limit (28 998 704) (10 838 666)

- 10 638 636 - 20 745 041 20 131 313 613 728 31 383 677

5 696 115 5 696 115

15 071 886 - - - - 15 071 886

15 071 886 16 334 751 20 745 041 13 819 302 434 054 52 151 678

The borrowings exceed the limits per the articles of association by USD 28 998 704 as at 31 March 2013. At the time the borrowings were incurred the group was within its borrowing limits. However due to the continued losses reserves have been eroded resulting in borrowings exceeding the limits per the articles of association. 35. MATERIAL CONTRACTS At the date of issue of this Circular, starafrica had not entered into any material contracts, other than in the ordinary course of business. 36. LITIGATION STATEMENTS

Less than 4 months USD

4 to 12 More than months 12 months USD USD

Total USD

- 2 297 685 24 102 580 000 14 797 596 14 363 541 434 054 17 699 383

- 7 846 244 72 309 1 302 588 - - - 9 221 141

22 589 552 - 124 836 - - - - 22 714 388

22 589 552 10 143 929 221 247 1 882 588 14 797 596 13 819 302 434 054 49 634 912

The Group is seeking the review in the High Court of an arbitral award in favour of a minority shareholder of a subsidiary company. The matter is still to be heard. The Directors believe there will not be any significant outflow of resources. The Company is challenging in the Labour Court wage increases granted in an arbitration process. 37. EXPERT CONSENTS  The Legal Advisors, Financial Advisor, Transfer Secretaries, Auditors and Independent Reporting Accountants and Sponsoring Brokers have submitted their written consents to act in the capacities stated and to their names being stated in this Circular, and these consents have not been withdrawn as at 28 June 2013. The above mentioned consents are available for inspection by interested parties in terms of paragraph 38 below. 38. DOCUMENTS AND CONSENTS AVAILABLE FOR INSPECTION

25. EXTRACTS FROM THE MEMORANDUM AND ARTICLES OF ASSOCIATION The relevant provisions in starafricas Memorandum and Articles of Association concerning the appointment, qualification, remuneration, borrowing, voting powers and retirement relating to the Directors are available to be viewed along with the other documentation available for inspection as outlined in this Abridged Circular. The ZSE has reviewed the Memorandum and Articles of Association of the Company and has confirmed in writing that they comply with the ZSE Listings Requirements. 26. AUTHORISATION AND APPROVALS FOR THE PROPOSED TRANSACTION Authorisation for proposed transaction will be sought from shareholders at the EGM scheduled for 19 July 2013. Any regulatory approvals required for the proposed transaction will be sought by the Board. The Proposed Disposals can only be implemented once those approvals have been obtained.

Between 1 July 2013 and 19 July 2013, copies of the following documents will be available for inspection, during normal working hours, at the Groups offices, as well as First Transfer Secretaries (Private) Limited (Private) Limited, at the addresses set out in the Corporate Information section at the beginning of this document: The Memorandum and Articles of Association of starafrica; Significant contracts of the Group; Valuation reports for THB and BSL; Independent advisors report on THB and BSL The audited financial statements for starafrica for the years ended 31 March 2010, 2011, 2012 and 2013; The Independent Accountants Report on the financial information of starafrica for the year ended 31 March 2013, The Independent Reporting Accountants Reports on the pro forma financial information on starafrica; and, Signed letters of consent from all experts and advisors. 39. Important Dates EGM notice published Abridged circular to shareholders published Circular posted to shareholders EGM record date for purposes of being entitled to vote at the EGM Last date for lodging Proxy Forms relating to the EGM (1200 hours) EGM of company shareholders (0900 hours) Publication of the results of the EGM

27. OTHER LISTINGS The Companys shares are not listed on any other stock exchange. 28. SHARE CAPITAL

Shares in issue Number of shares In issue as at 31 March 2013 518 469 120 In issue as at 31 March 2012 518 469 120 In issue as at 31 March 2011 518 469 120 Nominal value of shares US$ 0,0001 28.1 Authorised but Unissued Share Capital The authorised but unissued share capital of the Group is allocated as follows: Allocation of unissued shares Unissued shares as at 31 March 2013 281 530 880 28.2 Share options The Group has no share options at the date of this document. 28.3 Variation of Rights According to Article 7 of starafricas Articles of Association, the rights attached to any class of securities issued by the company may be modified, abrogated or varied with the consent in writing of the holders of three-fourths of the nominal amount of the issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. 29. Preferential Rights in Respect of Shares There are no starafrica shares with preferred rights in respect of the Groups share capital. 30. Voting Rights All existing authorised but unissued and issued Starafrica ordinary shares are of the same class and rank pari passu in every respect. 31. ADEQUACY OF CAPITAL

28 June 2013 28 June 2013 1 July 2013 17 July 2013 17 July 2013 19 July 2013 22 July 2013

Notes: The above dates are subject to change and any amendments will be published in the Zimbabwean press. All times indicated above and elsewhere in this Circular are Zimbabwean local times. Queries:  If you have any questions on any aspects of this Circular, please contact your stockbroker, accountant, banker, legal practitioner or other professional advisor, or Kudzi Zhou at Imara Corporate Finance Zimbabwe, (Private) Limited, Block Two, Tendeseka Office Park, Samora Machel Avenue, Harare, Zimbabwe; Telephone number +263 4 701320; Fax +263 4 701319; e-mail: kudzi.zhou@imara.com. 40. DIRECTORS OPINIONS, VOTING RECOMMENDATIONS AND RESPONSIBILITY STATEMENTS

The Directors consider the proposed transaction to be fair and reasonable in so far as Starafricashareholders are concerned and recommend that the shareholders vote in favour of the proposed disposal. The Directors, whose names are given below collectively and individually accept full responsibility for the accuracy of the information given and certify that to the best of their knowledge and belief there are no other facts the omission of which would make any statement false or misleading, that they have made all reasonable enquiries to ascertain such facts and (if applicable) that the Circular contains all information required by law. Signed on the original document at Harare 28 juNE 2013 by the Directors: Signature Signed on original Signed on original Signed on original Signed on original Signed on original Signed on original Signed on original Signed on original

Director Position Mr J S Mutizwa Chairman Dr M S Mushiri Chief Executive Officer Mr. R V Mutyiri Finance Director Mr K Chibota Non-Executive Director Dr J Kanyekanye Non-Executive Director Mr T N Chiganze Non-Executive Director

The Board is of the opinion that the raw sugar supply arrangement, successful implementation of the scheme of arrangement and the upgrade of the Harare Refinery Plant will provide an opportunity for the company to progressively work itself into positive capital.

32. WORKING CAPITAL statement The companys working capital worsened from a negative working capital of USD 8.5 million for the year ended 31 March 2012 to USD 22.2 million for the year ended 31 March 2013. The arrangement with the raw sugar suppliers provides the company with working capital relief, which is a significant relief given that raw sugar contributes 70% of the working capital requirement of the company. 33. MAJOR SHAREHOLDERS According to the information received by the Directors, the following table details the shareholders beneficially holding directly or indirectly at 28 June 2013 being the Last Practicable Date: Shareholder shares held as at 20 May 2013 National Social Security Authority 93 146 061 ZSR Investments (UK) Limited 64 658 771 Old Mutual Life Assurance of Zimbabwe Limited 55 607 354 Interfin Nominee (Private) Limited 35 000 000 Workers Compensation Insurance Fund 31 692 293 J S Mutizwa Family Trust 30 832 308 National Railways of Zimbabwe Contributory Pension Fund 30 742 619 Standard Chartered Nominees (Pvt) Ltd NNR 22 936 403 Turner, Roy 17 633 567 Old Mutual Zimbabwe Limited 12 782 940 Remaining shareholders 123 436 804 Total 518 469 120 % of Total 17.96 12.05 10.73 6.75 6.11 5.95 5.93 4.43 3.40 2.47 24.2 100

Mr R J Mbire Non-Executive Director Dr H Chikova Non-Executive Director

Yours faithfully

Joseph S Mutizwa,

Chairman

Non-Executive Chairman of the Board of Directors of starafricacorporation Limited On Behalf of the Board starafricacorporation Limited