WINHOLD LIMITED - Results of Annual General Meeting ("AGM")

Results of Annual General Meeting ("AGM")

WINHOLD LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1945/019679/06)
Share Code: WNH       ISIN: ZAE000033916
(“the company”)


RESULTS OF ANNUAL GENERAL MEETING (“AGM”)


Shareholders are advised that all the resolutions contained in the notice convening the AGM were approved
by the requisite majorities of shareholders present in person or represented by proxy at the AGM of the
company held on 25 February 2016.

Details of the resolutions and the voting are contained in the table below.

Resolution proposed                                  Total number          Votes in     Votes    Abstentions:
                                                   of votes cast:         favour: %  against:     % of issued
                                                     number (% of                           %   share capital
                                                     issued share
                                                         capital)
Ordinary resolution number 1:
1.1 To re-elect Mr. H Jeena as a director of           97 982 056
     the company                                            (78%)              100%        0%              0%
1.2 To re-elect Mr. WAR Wenteler as a                  97 982 056
     director of the company                                (78%)              100%        0%              0%
Ordinary resolution number 2:
2.1 To re-elect Mr. H Jeena as a member of             97 982 056
     the audit and risk committee                           (78%)              100%        0%              0%
2.2 To re-elect Ms. R Naidoo as a member of            97 982 056
     the audit and risk committee                           (78%)              100%        0%              0%
2.3 To re-elect Mr. PC Nash as a member of             97 982 056
     the audit and risk committee                           (78%)              100%        0%              0%
Ordinary resolution number 3:
To re-appoint Mazars as independent auditors           97 982 056
and Mr. S Vorster as the designated audit                   (78%)              100%        0%              0%
partner to the company and to approve the
auditors’ remuneration
Ordinary resolution number 4:
To approve the remuneration policy of the              97 982 056
company                                                     (78%)              100%        0%              0%
Ordinary resolution number 5:
To place the authorised but unissued share             97 982 056
capital of the company under the control of the             (78%)            96.92%     3.08%              0%
directors
Ordinary resolution number 6:
To authorise a director or the company                 97 982 056
secretary to do all such things and sign all                (78%)              100%        0%              0%
such documents to implement resolutions set
out in the notice to this general meeting

Special resolution number 1:
To approve the remuneration for non-                   97 982 056
executive directors from 1 March 2016 until the             (78%)              100%        0%              0%
next Annual General Meeting
Special resolution number 2:
To authorise the directors to provide financial        97 982 056
assistance to related and inter-related entities            (78%)              100%        0%              0%
to the company
Special resolution number 3:
To authorise the directors to provide financial        97 982 056
assistance for the subscription for or purchase             (78%)              100%        0%              0%
of securities by related and inter-related
entities to the company

Note: Ms. M Fry, who was appointed as an independent non-executive director of the company with effect
from 1 February 2016, retired at the annual general meeting in terms of the Memorandum of Incorporation.
The board of the company has confirmed her reappointment with immediate effect until the next annual
general meeting.

By order of the board.

Germiston
26 February 2015

Sponsor
Arbor Capital Sponsors Proprietary Limited

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