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

Report on 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
(“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, 20 November 2019, 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%         59 890 514
  Total number of shares present/represented including proxies at        77.89%       46 646 342
  meeting
  Total number of members present                                                     12

                                          Votes In      %           Votes         %         Abstentions
                                          favour                    against
  Ordinary resolution number 1            33 471 463    71.81%      13 142 522    28.19%      32 357
  Re: Appointment of the auditors

  Ordinary resolution number 2.1          45 958 421    98.55%      674 035        1.45%      13 886
  Re-election of Ms KM Forbay as a
  director

  Ordinary resolution number 2.2          43 440 468    93.16%      3 191 988      6.84%      13 886
  Re-election of Ms NS Maziya as a
  director

  Ordinary resolution number 2.3          44 899 875    96.28%      1 732 582      3.72%      13 885
  Re-election of Mr AJ Bester as a
  director

  Ordinary resolution number 3.1          44 504 595    95.48%      2 109 190     4.52%       32 557
  Appointment of Mr AJ Bester as Audit
  committee member

  Ordinary resolution number 3.2          45 554 631    97.69%      1 077 825     2.31%       13 886
  Appointment of RW Gardiner as Audit
  committee member

  Ordinary resolution number 3.3          39 204 347    84.07%      7 428 109     15.93%      13 886
  Appointment of Ms SN Maziya as
  Audit committee member
  Ordinary resolution number 3.4          45 572 573    97.73%      1 059 883      2.27%      13 886
  Appointment of Ms Forbay as Audit
  committee member

  Ordinary resolution number 4            43 600 952    93.50%      3 031 505      6.50%      13 885
  Endorsement of remuneration policy

  Ordinary resolution number 5            43 560 202    93.41%      3 072 255       6.59%     13 885
  Endorsement of remuneration Policy
  and Implementation report

  Ordinary resolution number 6            35 584 439   76.31%      11 048 217      23.69%     13 686
  Placing unissued shares under the
  control of the directors

  Ordinary resolution number 7            46 177 107   99.02%         455 549       0.98%     13 686
  Directors’ authority to implement
  special and ordinary resolutions

  Special resolution number 1             45 066 683   96.64%       1 565 973       3.36%     13 686
  Approval of directors’ fees for
  2019/2020 financial year

  Special resolution number 2             43 878 383   94.09%       2 754 274       5.91%     13 685
  Authority to provide financial
  assistance in terms of section 44 and
  45 of the Act.

  Special resolution number 3             46 109 596   99.08%         428 567       0.92%    108 179
  General approval to repurchase
  company Shares




Johannesburg
20 November 2019

Sponsor
Investec Bank Limited

Date: 20/11/2019 04:02:00
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