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ANSYS LIMITED - Results of the annual general meeting and changes to the board of directors

Release Date: 10/09/2015 10:27
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Results of the annual general meeting and changes to the board of directors

Ansys Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1987/001222/06)
(JSE code: ANS     ISIN: ZAE000097028)
(“Ansys” or “the Company”)


RESULTS OF ANNUAL GENERAL MEETING AND CHANGES TO THE BOARD OF DIRECTORS

RESULTS OF ANNUAL GENERAL MEETING

Shareholders are advised that, at the annual general meeting of Ansys held
yesterday, all the resolutions as set out in the notice of annual general
meeting were passed by the requisite majority of votes.

The number of shares voted in person or by proxy was 276 987 489
representing 63% of the total issued share capital of the same class of
Ansys.

The resolutions proposed at the meeting, together with the percentage of
shares voted or abstained as well as the percentage of votes carried for
and against each resolution are displayed below:


Ordinary Resolution 1
Approval of financial statements.

SHARES VOTED             270 239 039    100%
SHARES ABSTAINED         6 748 450      1.54
VOTES FOR                270 239 039    100%
VOTES AGAINST            0


Ordinary Resolution 2.1
Re-election of Sizakele Mzimela as a member of the board.

SHARES VOTED             276 887 489    100%
SHARES ABSTAINED         100 000        0.02%
VOTES FOR                276 887 489    100%
VOTES AGAINST            0


Ordinary Resolution 2.2
Re-election of Nonhlanhla Mjoli-Mncube as a member of the board.

SHARES VOTED             276 887 489    100%
SHARES ABSTAINED         100 000        0.02%
VOTES FOR                276 887 489    100%
VOTES AGAINST            0

Ordinary Resolution 3:
Reappointment of external auditor of the company for the ensuing year.

SHARES VOTED             276 887 489    100%
SHARES ABSTAINED         100 000        0.02%
VOTES FOR                276 887 489    100%
VOTES AGAINST            0
Ordinary Resolution 4.1:
Re-election of Sizakele Mzimela as a member of the company's Audit & Risk
Committee.

SHARES VOTED             276 887 489         100%
SHARES ABSTAINED         100 000             0.02%
VOTES FOR                276 887 489         100%
VOTES AGAINST            0

Ordinary Resolution 4.2:
Re-election of Fezile Dantile as a member of the company's Audit & Risk
Committee.

SHARES VOTED             276 887 489         100%
SHARES ABSTAINED         100 000             0.02%
VOTES FOR                276 887 489         100%
VOTES AGAINST            0

Ordinary Resolution 4.3:
Re-election of Nonhlanhla Mjoli-Mncube as a member of the company's Audit &
Risk Committee.

SHARES VOTED             276 887 489         100%
SHARES ABSTAINED         100 000             0.02%
VOTES FOR                276 887 489         100%
VOTES AGAINST            0


Ordinary Resolution number 5:
Endorsement of Ansys remuneration policy.

SHARES VOTED             276 887 489         100%
SHARES ABSTAINED         100 000             0.02%
VOTES FOR                274 524 699         99.15%
VOTES AGAINST            2 362 790           0.85%


Ordinary Resolution 6:
General authority to allot     and   issue    authorised   but   unissued   ordinary
shares.

SHARES VOTED             276 887 489         100%
SHARES ABSTAINED         100 000             0.02%
VOTES FOR                270 904 895         97.84%
VOTES AGAINST            5 982 594           2.16%

Ordinary Resolution 7:
General authority to issue shares for cash.

SHARES VOTED             276 887 489         100%
SHARES ABSTAINED         100 000             0.02%
VOTES FOR                270 904 895         97.84%
VOTES AGAINST            5 982 594           2.16%

Ordinary Resolution 8:
Authority to sign documents.
SHARES VOTED              276 887 489      100%
SHARES ABSTAINED          100 000          0.02%
VOTES FOR                 276 887 489      100%
VOTES AGAINST             0

Special resolution no. 1:
Authority for the company repurchase its own shares.

SHARES VOTED              276 887 489      100%
SHARES ABSTAINED          100 000          0.02%
VOTES FOR                 274 214 129      99.03%
VOTES AGAINST             2 673 360        0.97%

Special Resolution 2:
Remuneration of non-executive directors.

SHARES VOTED              276 887 489      100%
SHARES ABSTAINED          107 000          0.02%
VOTES FOR                 272 767 209      98.51%
VOTES AGAINST             4 113 280        1.49%

Special Resolution 3:
Authority to provide    financial   assistance     to   related   and   inter-related
companies.

SHARES VOTED              276 887 489      100%
SHARES ABSTAINED          100 000          0.02%
VOTES FOR                 266 481 045      96.24%
VOTES AGAINST             10 406 444       3.76%


CHANGES TO THE BOARD OF DIRECTORS

Appointment of an independent non-executive director

In compliance with section 3.59 of the Listings Requirements of the JSE
Limited, shareholders are advised that Ndumi Medupe has been appointed as
an independent non-executive director to the board of Ansys with effect
from 9 September 2015.

Ndumi is the founding director of Indyebo Incorporated. She has more than
20 years’ experience in Internal Auditing, Risk Management and Financial
Management. Ndumi completed her articles at Deloitte & Touché and post her
articles she held Financial Management and Business Analyst positions at
Vodacom and MTN respectively.     Ndumi is a board member for Italtile,
Pinnacle Holdings, Foskor and City Lodge.

The board of directors welcomes Ndumi and look forward to her contribution
to the Company.

Resignation of an independent non-executive director

In compliance with section 3.59 of the Listings Requirements of the JSE
Limited, shareholders are advised that Fezile Dantile has resigned as an
independent non-executive director to the board of Ansys with effect from 9
September 2015.

The board of directors thank Fezile Dantile for his contribution to the
Company.
Changes to the composition of the audit and risk committee

In compliance with section 3.59 of the Listings Requirements of the JSE
Limited, shareholders are advised that Coen Bester and Ndumi Medupe were
appointed as members of the audit and risk committee and Nonhlanhla Mjoli-
Mncube resigned as a member of the audit and risk committee but remains
Chairperson of the board with effect from 9 September 2015.

Centurion
10 September 2015

Designated Advisor
Exchange Sponsors

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