Results of written resolution in terms of section 60 of Companies Act, no 71 of 2008 Howden Africa Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 1996/002982/06) Share code: HWN ISIN: ZAE000010583 ("HAHL" or “the Company”) Result of a written resolution passed in terms of section 60 of Companies Act, no 71 of 2008 (“Companies Act”) We refer to the SENS announcement dated 23 January 2015 relating to the resolution in terms of section 60 of the Companies Act, to shareholders. Ordinary Resolution: Resolved that, in accordance with section 75(7)(b)(i) of the Companies Act the shareholders ratify the entry into of the below intra-group agreements, approved by a unanimous resolution of the board during or about 28 November 2013, in relation to which Howden Group Limited (HGL), a related person to Ian Brander and James Brown by virtue of them being directors of both the Company and HGL which has a personal financial interest: a. A management services agreement concluded between the Company and HGL (the "Management Services Agreement"), on or about 20 December 2013, in terms of which the Company contracted with HGL to provide designated management services; and b. An enterprise (AX) software development license agreement concluded between the Company and HGL (the “Software License Agreement”), on or about 19 September 2014, in terms of which the Company contracted with HGL to obtain a license to utilise designated Howden software. Shareholders are advised that in terms of section 60 (4) of the Companies Act, the ordinary resolution has been approved by a requisite majority and has been adopted by the Company in terms of section 60(2) of the Companies Act. Results as at 13 February 2015 are as follows: % of votes % of votes carried Number of shares % of shares against the % of shares voted for the voted abstained (in resolution(in Issued Share Excluded (in relation to resolution(in (in relation to total relation to total relation to the Capital shares total issued share relation to the issued share issued share total number capital) total number of capital) capital) of shares shares voted) voted) 65,729,109 0 37,202,495 56.60% 0% 99.41% 0.59% Booysens, Johannesburg 17 February 2015 Sponsor: PricewaterhouseCoopers Corporate Finance (Proprietary) Limited Date: 17/02/2015 11:57:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.