WILSON BAYLY HOLMES-OVCON LIMITED - Results of AGM

Results of AGM

WILSON BAYLY HOLMES - OVCON LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1982/011014/06)
Share code: WBO
ISIN: ZAE000009932
(“the company”)

REPORT ON ANNUAL GENERAL MEETING PROCEEDINGS

Wilson Bayly Holmes Ovcon-Limited shareholders are advised that at the Annual General
Meeting of shareholders held on Wednesday, 12 November 2014, all the ordinary and
special resolutions as proposed in the Notice of the Annual General Meeting were
approved by the requisite majority of members. In this regard, WBHO confirms the voting
statistics from the AGM as follows:

                                                                         %            Number
 Total Number of shares that could be voted at the meeting               100%         66 000 000
 Total number of shares present/represented including proxies at         67.94%       44 843 578
 meeting
 Total number of members present                                                      8




                                         Votes In      %           Votes          %         Abstenti
                                         favour                    against                  ons
 Ordinary resolution number 1            44 393 802    98.99%      49 146         0.10%     400 630
 Appointment of the auditors

 Ordinary resolution number 2            44 808 173    99.92%      27 146         0.06%     8 259
 Election of Mr RW Gardiner as
 director

 Ordinary resolution number 3.1          44 834 781    99.98%      538            0.00%     8 259
 Election of Ms SN Maziya as director

 Ordinary resolution number 3.2          44 796 565    99.89%      38 754         0.08%     8 259
 Election of Ms NS Mjoli-Mncube as
 director

 Ordinary resolution number 4.1          43 819 286    97.71%      1 016 033      2.26%     8 259
 Appointment of Ms AN Matyumza as
 Audit committee member

 Ordinary resolution number 4.2          44 834 781    99.98%      538            0.00%     8 259
 Appointment of Ms NS Mjoli-Mncube
 as Audit committee member

 Ordinary resolution number 4.3          44 834 781    99.98%      538            0.00%     8 259
 Appointment of Mr MJ Ngobeni as
 Audit committee member

 Ordinary resolution number 4.4          44 834 781    99.98%      538            0.00%     8 259
 Appointment of Mr RW Gardiner as
 Audit committee member

Ordinary resolution number 5             43 671 014    97.38%      1 164 305      2.59%     8 259
Endorsement of remuneration policy

Ordinary resolution number 6             31 852 554    71.03%      12 982 765     28.95%    8 259
Placing unissued shares under the
control of the directors

Ordinary resolution number 7             44 834 781    99.98%      538            0.00%     8 259
Directors’ authority to implement
special and ordinary resolutions

Ordinary resolution number 8             42 818 429    95.48%      2 016 890      4.49%     8 259
Adoption of new WBHO 2013 Share
Plan
 
Special resolution number 1              43 024 687    95.94%      1 810 632      4.03%     8 259
Approval of directors’ fees for
2014/2015 financial year

Special resolution number 2              43 537 913    97.08%      1 297 406      2.89%     8 259
Authority to provide financial
assistance in terms of section 44 and
45 of the Act

Special resolution number 3              44 834 781    99.98%      538            0.00%     8 259
General approval to repurchase
company shares




 Johannesburg
 13 November 2014

 Sponsor
 Investec Bank Limited

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