WILSON BAYLY HOLMES-OVCON LIMITED - Changes to the Directorate and Board Committees

Changes to the Directorate and Board Committees

Wilson Bayly Holmes - Ovcon Ltd
(Incorporated in the Republic of South Africa)
(Registration number 1982/011014/06)
Share code: WBO ISIN: ZAE000009932


Changes to the Directorate and Board Committees

Resignation and Retirement

In compliance with the Listings Requirements of the JSE Limited, shareholders are
advised of the resignation of Ms Gando Matyumza effective 24th November 2017 as
Independent Non-executive Director and Lead Independent Director. Mr Ross Gardiner
will be appointed as Lead Independent Director effective 24th November 2017.

Ms Matyumza served as an Independent Non-executive Director for eight (8) years and
also held the positions as Chairpersons of the Audit Committee and Nomination
Committee, and in addition was a member of the Social and Ethics Committee.

Mr James Ngobeni is retiring at the AGM on Wednesday, 22nd November 2017 and will
not be available for re-election to the board. He served as an Independent Non-
executive Director of the board for 11 years.

The Chairman of the Board, Mr Mike Wylie, expressed the Boards appreciation,
gratitude and heartfelt thanks to Ms Matyumza and Mr Ngobeni for their valued
contribution and guidance.

Appointments

Messrs Hatla Ntene, Cobus Bester and Ms Karen Forbay will join the board with effect
from 1 November 2017 as Independent Non-executive Directors.

Hatla Ntene
B.Sc (Surv), Dip.Con. Econ, Dip.Civ.Eng, PROS,PMAQS

Hatla is a Professional Registered Quantity Surveyor. He was a director and partner of the well known
quantity surveying firm, Farrow Laing Ntene. He has served as an executive and non-executive director of
property related companies both in RSA and internationally. His experience in the Construction industry
spans over 30 years .

Cobus Bester
B Comm. (ACC) Hons , CA ( SA)

Cobus started his career in the construction industry as a Financial Manager at Basil Read and retired as
the Chief Financial Officer of Murray & Roberts in April 2017. He held several Executive Director positions at
Concor Holdings and Murray and Roberts Limited. His experience in the Construction industry spans over
30 years.

Karen Forbay
B Com , B com ( Economics & Finance ) Hons, B Com (Accounting ) Hons, Hdip ( Tax), Post Grad Dipl
(Leadership).
Karen held a variety of senior positions at Transnet, in Treasury, Finance, Marketing and Capital Projects.
Her experience spans across many disciplines and she currently consults on property and financial matters.

The Board is delighted in welcoming them, as they bring a broad range of experience
and knowledge and looks forward to their contribution.

Board Committees

The changes to the Committees take into account the unique skills, experience of each
newly appointed director, and aligns the Board with the recommendations of the King IV
Code on Corporate Governance.

Following implementation of the abovementioned directors to the Board , the
Committees will be constituted as follows :

 AUDIT COMMITTEE                                      REMUNERATION COMMITTEE

 Cobus Bester ( Chairman)                             Savannah Maziya ( Chairperson)
 Karen Forbay                                         Ross Gardiner
 Ross Gardiner                                        Hatla Ntene
 Savannah Maziya


 SOCIAL AND ETHICS COMMITTEE                          RISK COMMITTEE

 Hatla Ntene ( Chairman)                              Ross Gardiner ( Chairman )
 Ross Gardiner                                        Cobus Bester
 Karen Forbay                                         Karen Forbay
                                                      Savannah Maziya

 NOMINATIONS COMMITTEE

 Mike Wylie
 Cobus Bester
 Karen Forbay
 Ross Gardiner
 Savannah Maziya
 Hatla Ntene


Johannesburg
1 November 2017

Sponsor
Investec Bank Limited

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