Results of Annual General Meeting 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”) Results of Annual General Meeting (“AGM”) Shareholders are advised that at the AGM held today, 02 June 2015, all ordinary and special resolutions, as specified in the notice of the meeting, were passed by the requisite majority of shareholders as follows: - Total number of ordinary shares in issue in HAHL as at the date of the AGM: 65 729 109; - Total number of issued ordinary shares that could have been voted at the AGM (excluding treasury shares):65 729 109; and - Total number of issued ordinary shares that were voted in person or by proxy at the AGM: 51 841 477 (which represents 78.88% of the Company’s total issued ordinary shares as well as 78.88% of the total number of issued ordinary shares that could have been voted). Voted for Voted against Abstentions (% of shares (% of shares (% of total Resolutions voted) voted) shares) Ordinary resolution 1 Adoption of annual financial statements 99.99981 0.00019 0.2478 Ordinary resolution 2 External auditors 99.99981 0.00019 0 Ordinary resolution 3.1 Audit and risk committee 93.24242 6.75758 3.1372 Ordinary resolution 3.2 Appointment of members of the audit and risk committee – Morongwe Malebye 89.53369 10.46631 0 Ordinary resolution 3.3 Appointment of members of the audit and risk committee – Humphrey Mathe 89.53369 10.46631 0 Ordinary resolution 4 Non-binding advisory endorsement of the Company’s remuneration policy 86.90989 13.09011 0 Ordinary resolution 5.1 Re-election of Morongwe Malebye as a director 89.49511 10.50489 0 Ordinary resolution 5.2 Re-election of Humphrey Mathe as a director 89.49511 10.50489 0 Ordinary resolution 5.3 Re-election of Mitesh Patel as a director 93.20224 6.79776 3.1372 Ordinary resolution 5.4 Re-election of Kevin Johnson as a director 99.64714 0.35286 0 Ordinary resolution 5.5 Re-election of Thomas Bärwald as a director 99.49422 0.50578 3.1385 Ordinary resolution 6 Control of unissued share capital 82.19476 17.80524 0 Ordinary resolution 7 General authority to issue shares for cash 82.36614 17.63386 0 Special resolution 1 General approval for acquisition of the Company’s shares by the Company or subsidiary 91.42408 8.57592 0 Special resolution 2 Increase in director’s fees 95.70821 4.29179 0 Answers and questions raised at the AGM will be published on HAHL’s website in due course. Booysens, Johannesburg 02 June 2015 Sponsor: PricewaterhouseCoopers Corporate Finance (Proprietary) Limited Date: 02/06/2015 05:20:00 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.