DISTELL GROUP LIMITED - Report on proceedings at the annual general meeting

Report on proceedings at the annual general meeting

Distell Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1988/005808/06)
ISIN: ZAE000028668
Share code: DST
("Distell”)

REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING

At the twenty eight (28th) annual general meeting (“AGM”) of the shareholders of Distell held today, 20 October 2016 all the ordinary and special resolutions proposed
at the meeting were approved by the requisite majority of votes. In this regard, Distell confirms the voting statistics from the AGM as follows:

                                              Votes carried disclosed as a
                                       percentage in relation to the total                               Shares voted        Shares abstained
                                             number of shares voted at the                             disclosed as a          disclosed as a
                                                                   meeting          Number of           percentage in           percentage in
Resolutions                                                                      shares voted   relation to the total   relation to the total             
                                                                                                issued share capital*   issued share capital*
                                                                                                  
                                                                                                
                                                  For              Against
1. Adoption of annual financial
statements                                    100.00%                0.00%        201 578 832                  90.65%                   0.11%
2. Reappointment of
PricewaterhouseCoopers Inc. as
auditors of the company for the                98.79%                1.21%        201 578 832                  90.65%                   0.11%
2016/2017 financial year
3. Re-election of directors/alternate
director
3.1 Ms GP Dingaan (alternate director)         99.99%                0.01%        201 578 832                  90.65%                   0.11%
3.2 Dr DP du Plessis                          100.00%                0.00%        201 578 832                  90.65%                   0.11%
3.3 Mr KA Hedderwick                          100.00%                0.00%        201 578 832                  90.65%                   0.11%
3.4 Ms EG Matenge-Sebesho                      99.98%                0.02%        201 578 832                  90.65%                   0.11%
3.5 Ms LM Mojela                               99.99%                0.01%        201 578 832                  90.65%                   0.11%
3.6 Mr DM Nurek                                98.71%                1.29%        201 388 662                  90.65%                   0.19%
3.7 Mr CA Otto                                 99.98%                0.02%        201 578 832                  90.65%                   0.11%
4. Election of audit committee
members
4.1 Ms GP Dingaan                              99.99%                0.01%        201 578 832                  90.65%                   0.11%
4.2 Dr DP du Plessis                          100.00%                0.00%        201 578 832                  90.65%                   0.11%
4.3 Ms CE Sevillano-Barredo                   100.00%                0.00%        201 578 832                  90.65%                   0.11%
5. Authority to place unissued shares
under the control of the                       95.52%                4.48%        200 561 263                  90.19%                   0.57%
directors
6. Signature of documents                     100.00%                0.00%        201 578 832                  90.65%                   0.11%
7. Endorsement of remuneration policy          97.56%                2.44%        200 561 263                  90.19%                   0.57%
Special Resolution Number 1
Approval of 2017 non-executive
directors’ remuneration                        99.67%                0.33%        201 578 832                  90.65%                   0.11%
Special Resolution Number 2
Approval of remuneration of non-
executive directors for additional
services performed on behalf of the            98.38%                1.62%        201 578 832                  90.65%                   0.11%
company
Special Resolution Number 3
Adoption of amendment to
Memorandum of Incorporation                   100.00%                0.00%        201 578 832                  90.65%                   0.11%
Special Resolution Number 4
Adoption of amendment to
Memorandum of Incorporation                   100.00%                0.00%        201 578 832                  90.65%                   0.11%

*Total issued share capital is 222 382 356.


The special resolution/s will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course.

Stellenbosch
20 October 2016

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

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