Results of Annual General Meeting WINHOLD LIMITED (Incorporated in the Republic of South Africa) (Registration number 1945/019679/06) Share Code: WNH ISIN: ZAE000033916 (“the company”) RESULTS OF ANNUAL GENERAL MEETING (“AGM”) Shareholders are advised that all the resolutions contained in the notice convening the AGM were approved by the requisite majorities of shareholders present in person or represented by proxy at the AGM of the company held on 26 February 2015. Details of the resolutions and the voting are contained in the table below. Resolution proposed Total number Votes in Votes Abstentions: of votes cast: favour: % against: % of issued number (% of % share capital issued share capital) Ordinary resolution number 1: 1.1 To re-elect Ms. NP Mnxasana as Withdrawn NA NA NA a director of the company 1.2 To re-elect Ms. R Naidoo as a 97 870 725 100% 0 0 director of the company (78,16%) Ordinary resolution number 2: 2.1 To re-elect Ms. NP Mnxasana as a Withdrawn NA NA NA member of the audit and risk committee 2.2 To re-elect Ms. R Naidoo as a 97 870 725 100% 0 0 member of the audit and risk (78,16%) committee 2.3 To re-elect Mr. PC Nash as a 97 870 725 100% 0 0 member of the audit and risk (78,16%) committee Ordinary resolution number 3: to re- appoint BDO South Africa Inc. as independent auditors and Mr. S Shaw as the designated audit partner to the company and to approve the auditors’ remuneration until the conclusion of 97 528 315 100% 0 0.27% the tender process to appoint new (77,88%) auditors during the year Ordinary resolution number 4: to 97 870 725 100% 0 0 approve the remuneration policy of (78,16%) the company Ordinary resolution number 5: to place 97 870 725 90,48% 9.51% 0 the authorised but unissued share (78,16%) capital of the company under the control of the directors Ordinary resolution number 6: to authorise a director or the company 97 870 725 100% 0 0 secretary to do all such things and (78,16%) sign all such documents to implement resolutions set out in the notice to this general meeting Special resolution number 1: to approve the remuneration scheme for 88 903 673 100% 0 7.10% non-executive directors from 1 March (71,00%) 2015 until the next annual general meeting Special resolution number 2: to authorise the directors to provide 97 870 725 100% 0 0 financial assistance to related and (78,16%) inter-related parties to the company Special resolution number 3: to authorise the directors to provide 97 870 725 100% 0 0 financial assistance for the (78,16%) subscription for or purchase of securities by related and inter-related parties to the company By order of the board. Germiston 27 February 2015 Sponsor Arbor Capital Sponsors Proprietary Limited Date: 27/02/2015 04:25:00 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.