WILSON BAYLY HOLMES-OVCON LIMITED - Report of Annual General Meeting Proceedings

Report of Annual General Meeting Proceedings

WILSON BAYLY HOLMES - OVCON LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1982/011014/06)
Share code: WBO
ISIN: ZAE000009932
("WBHO" or “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, 11 November 2015, 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        61.46%       40 562 449
  meeting
  Total number of members present                                                     8



                                          Votes In      %           Votes         %         Abstentions
                                          favour                    against

  Ordinary resolution number 1            30 902 357    78.27%      8 577 704     21.72%       1 082 388
  Appointment of the auditors

  Ordinary resolution number 2.1          40 334 735    99.44%        225 925     0.55%            1 789
  Election of Ms AN Matyumza as
  director

  Ordinary resolution number 2.2          40 355 562    99.49%        205 098     0.50%            1 789
  Election of Mr JM Ngobeni as director

  Ordinary resolution number 3.1          39 657 550    98.58%        567 835     1.41%          337 064
  Appointment of Ms AN Matyumza as
  Audit committee member

  Ordinary resolution number 3.2          39 384 714    97.10%      1 175 946     2.89%            1 789
  Appointment of Ms NS Mjoli-Mncube
  as Audit committee member

  Ordinary resolution number 3.3          40 134 675    98.94%       425 985      1.05%            1 789
  Appointment of Mr MJ Ngobeni as
  Audit committee member

  Ordinary resolution number 3.4          40 123 316    98.92%      437 344       1.07%            1 789
  Appointment of Mr RW Gardiner as
  Audit committee member

  Ordinary resolution number 4            39 413 471    98.63%      546 921       1.36%           602 057
  Endorsement of remuneration policy

  Ordinary resolution number 5            22 813 864     57.0%    17 146 528      42.9%           602 057
  Placing unissued shares under the
  control of the directors

  Ordinary resolution number 6            39 889 895    99.95%      17 350        0.04%           655 204
  Directors’ authority to implement
  special and ordinary resolutions

  Special resolution number 1             39 647 679    99.21%      312 713       0.78%           602 057
  Approval of directors’ fees for
  2015/2016 financial year

  Special resolution number 2             40 516 028    99.88%       44 632       0.11%             1 789
  Authority to provide financial
  assistance in terms of section 44 and
  45 of the Act

  Special resolution number 3             31 736 547    78.24%     8 824 113      21.75             1 789
  Amendment of Memorandum of
  Incorporation

  Special resolution number 4             39 792 294    99.64%       140 916      0.35%           629 239
  General approval to repurchase
  company shares


Johannesburg
12 November 2015

Sponsor
Investec Bank Limited

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