DISTRIB. AND WAREHOUSING NETWORK LD - Results of annual general meeting and changes to the board

Results of annual general meeting and changes to the board

Distribution and Warehousing Network Limited
(Incorporated in the Republic of South Africa)
(Registration number 1984/008265/06)
Share code: DAW & ISIN code: ZAE000018834
("DAWN" or the “Company”)

RESULTS OF ANNUAL GENERAL MEETING AND CHANGES TO THE BOARD

Shareholders are advised that, at the annual general meeting of DAWN held on 18 November 2016 as set out in
the notice of the annual general meeting dated 14 July 2016 were voted on at the AGM as follows:

                                                                                                   %       Number
Total number of shares in issue that could be voted at the meeting                    100       242,242,904
Total number of shares present/represented at the meeting including proxies          52.12      126,267,815


                                     Votes in                    Votes                      Shares voted Abstentions         %
                                                        %                           %
                                      favour                    against

Ordinary Resolution Number 1:
Re-election of directors:
1.1 Mr V Mokoena                       126250309    99.99900       1258          0.00100     126251567      16248         0.00671
1.2 Mr S Connelly                      126250309    99.99900       1258          0.00100
                                                                                   0.00      126251567      16248         0.00671
1.3 Mr G Nakos                         126250309    99.99900       1258          0.00100     126251567      16248         0.00671
1.4 Mr H Bester                        126250309    99.99900       1258          0.00100     126251567      16248         0.00671

Ordinary Resolution Number
2: Approval of re-appointment                                                                                 1
of external auditor                    126251309    99.99797       2558          0.00203     126253867      13948         0.00576

Ordinary Resolution Number
3: Approval of election of audit
and risk committee members:
3.1 Mr S Mayet (chairman)              126253609    99.99980       258           0.00020     126253867      13948         0.00576
3.2 Mr LM Alberts                      126253609    99.99980       258           0.00020     126253867      13948         0.00576
                                       191751112   98.11                           1.89
3.3 Mr DM Mncube                       126253867 100.00000           0           0.00000     126253867      13948         0.00576
                                       194077624   99.30                           0.70
Ordinary Resolution Number 4:
To endorse the company’s
remuneration policy and its
implementation                         126243617    99.99921         0           0.00079     126244617      23198         0.00958

Ordinary Resolution Number 5:
General authority to directors to
allot and issue authorised but
unissued ordinary shares               20738857     16.42639    105514460        83.57361    126253317      14498         0.00598

Ordinary Resolution Number 6:
General authority to allot and
                                       14175854     11.22831    112075163        88.77169    126251017      16798         0.00693
issue shares for cash


Ordinary Resolution Number 7:
Authorising the directors to           126253867 100.00000           0           0.00000     126253867      13948         0.00576
implement the special and
ordinary resolutions
Special Resolution Number 1:
Approval of general authority to       58537045     46.36456    67716822         53.63544    126253867      13948         0.00576
acquire (repurchase) Company
shares
Special Resolution Number
2: Approval of the                     126243359    99.99900         0           0.00100     126246917      20898         0.00958
remuneration of the non-
executive directors
  Special Resolution Number 3:
  Authority to provide financial
  assistance to any company or            126245917     99.99921         0          0.00079      126246917         20898       0.00863
  corporation which is related or
  inter-related to the Company




CHANGES TO THE BOARD – RESIGNATION OF EXECUTIVE DIRECTOR

In terms of paragraph 3.59 of the JSE Listings Requirements, the Board of Directors would hereby like to inform DAWN shareholders of the
resignation of Mr Hanr? Bester as Acting Financial Director effective 18 November 2016. Mr Bester will remain in employment as the Group
Financial Manager. As advised to shareholders on the 26 October 2016, Mr David Austin has been appointed as the Financial Director of the
Group. The board wishes to thank Mr Bester for his commitment during his tenure as acting chief financial officer.

CHANGES IN FUNCTIONS OF DIRECTORS

In terms of section 3.59 (c) of the Listings Requirements of the JSE Limited, shareholders are advised that Mr David Austin has been appointed
as a member of the Risk Committee with effect from 18 November 2016.



 For and on behalf of the Board

 Johannesburg
 18 November 2016

 Sponsor
 Deloitte & Touche Sponsor Services (Pty) Limited

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