DISTRIB. AND WAREHOUSING NETWORK LD - Results of annual general meeting and DAWN remuneration policy

Results of annual general meeting and DAWN remuneration policy

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 DAWN REMUNERATION POLICY

           Shareholders are advised that, at the annual general meeting of DAWN held on 20 November 2015, all resolutions
           as set out in the notice of the annual general meeting dated 11 September 2015 were passed by the requisite
           majority of members. In this regard, DAWN confirms the voting statistics from the AGM were as follows:

                                                                                                      %        Number
             Total number of shares in issue that could be voted at themeeting                       100        242,242,904
             Total number of shares present/represented at the meeting including proxies             81         195,467,367


                                              Votes in                 Votes                    Shares          Absten-          %
                                                              %                        %
                                               favour                 against                    voted           tions

Ordinary Resolution Number 1:
Re-election of directors:
1.1 Mr LM Alberts                             193116658     98.81      2326512         1.19    195443170         24197          0.01
1.2 Mr DA Tod                                 191751112     98.11      3692058         1.89    195443170         24197          0.01
1.3 Ms RD Roos                                194077624     99.30      1365546         0.70    195443170         24197          0.01
1.4 Mr S Mayet                                195443170      100          0             0      195443170         24197          0.01
1.5 Mr DJ Fouché                              193313627     98.91      2129543         1.09    195443170         24197          0.01

Ordinary Resolution Number 2:
Approval of re-appointment of
external auditor                              195443170      100          0             0      195443170         24197          0.01

Ordinary Resolution Number 3:
Approval of election of audit and risk
committee members:
3.1 Mr S Mayet (chairman)                     195443170      100          0             0      195443170         24197          0.01
3.2 Mr LM Alberts                             193116658     98.81      2326512         1.19    195443170         24197          0.01
                                              191751112     98.11                      1.89
3.3 Mr DM Mncube                              195443170      100          0             0      195443170         24197          0.01
                                              194077624     99.30                      0.70
Ordinary Resolution Number 4:
Approval of signing authority                 195443170      100          0             0      195443170         24197          0.01

Ordinary Resolution Number 5.1:
Approval of the remuneration policy by
way of a non-binding, advisory vote           125399836     64.16     70043334        35.84    195443170         24197          0.01

Ordinary Resolution Number 5.2:
Approval of the updated remuneration
                                              123270293     63.07     72172877        36.93    195443170         24197          0.01
policy by way of a non-binding,
advisory vote

Special Resolution Number 1:
Approval of general authority to acquire      193116658     98.81      2326512         1.19    195443170         24197          0.01
(repurchase) Company shares
Special Resolution Number 2:
Approval of the remuneration of the           195443170      100          0             0      195443170         24197          0.01
non-executive directors

Special Resolution Number 3:
Authority to provide financial assistance     193313627     98.91      2129543         1.09    195443170         24197          0.01
to any company or corporation which is
related or inter-related to the Company


DAWN REMUNERATION POLICY

The board of directors of DAWN (“the Board”) takes note that one resolution, ordinary resolution 5, a non-binding advisory endorsement
relating to executive remuneration for 2015 and 2016 financial years respectively, had a low margin of acceptance.

The Board can however confirm that the 2015 remuneration policy, which was based solely on KPIs and did not take into consideration the
financial performance of the group, was not applied.

As a result of the losses incurred by DAWN for financial year ended 31 March 2015, notwithstanding the achievement of KPIs by DAWN
executives and prescribed officers, the short term bonuses were not approved by the Board and this decision was fully supported by the
executive management team.

In respect of the 2016 policy, the Board has recently identified certain aspects of this policy that needed to be reassessed. This is currently
under review and the Board is consulting with professional advisors on this matter to ensure benchmarking and best practices are followed
which will ensure that DAWN is able to employ and retain top talent in the future.

The Board will communicate the amendments to the 2016 remuneration policy to stakeholders in due course.

For and on behalf of the Board

Johannesburg
20 November 2015

Sponsor
Deloitte & Touche Sponsor Services (Pty) Limited

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