Report on Annual General Meeting Proceedings Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06) JSE code: KEH ISIN code: ZAE000117420 ('Keaton' or the ‘Company’) REPORT ON ANNUAL GENERAL MEETING PROCEEDINGS Keaton shareholders are advised that at the Annual General Meeting of members held on Friday, 30 October 2015, the ordinary and special resolutions proposed in the Notice of Annual General Meeting were voted on as confirmed in the voting statistics from the Annual General Meeting set out below: % Number Total number of shares that could be voted at meeting 100% 228 262 542 Total number of shares present/represented including proxies at 75.54% 172 435 340 meeting (including shares abstained from voting) Total number of members present 8 Votes in % Votes % Abstentions % of Passed favour against issued /Failed share capital Ordinary Resolution 172 386 190 99.97% - 0% 49 150 0.03% Passed Number 1 Acceptance of Annual Financial Statements Ordinary Resolution 172 386 190 99.97% - 0% 49 150 0.03% Passed Number 2.1 Re-election of Mr MT Witteveen as a director Ordinary Resolution 172 386 190 99.97% - 0% 49 150 0.03% Passed Number 2.2 Re-election of Mr HG Mai as a director Ordinary Resolution 172 386 190 99.97% - 0% 49 150 0.03% Passed Number 3.1 Re-election of Mr LX Mtumtum as lead independent non- executive director Ordinary Resolution 172 386 190 99.97% - 0% 49 150 0.03% Passed Number 3.2 Re-election of Mr GH Kemp as a director Ordinary Resolution 172 386 190 99.97% - 0% 49 150 0.03% Passed Number 3.3 Re-election of Mr OP Sadler as a director Ordinary Resolution 172 386 190 99.97% - 0% 49 150 0.03% Passed Number 4.1 Re-election of Mr LX Mtumtum as member and chairman of the audit committee Ordinary Resolution 172 386 190 99.97% - 0% 49 150 0.03% Passed Number 4.2 Re-election of Mr GH Kemp as a member of the audit committee Ordinary Resolution 172 386 190 99.97% - 0% 49 150 0.03% Passed Number 4.3 Re-election of Mr OP Sadler as a member of the audit committee Ordinary Resolution 172 386 190 99.97% - 0% 49 150 0.03% Passed Number 5 Re-appointment of KPMG Inc. as external auditors of the company Ordinary Resolution 93 909 779 54.46% 78 476 411 45.51% 49 150 0.03% Passed Number 6 Control of authorised but unissued shares Ordinary Resolution 93 909 779 54.46% 78 476 411 45.51% 49 150 0.03% Failed Number 7 General authority to issue shares for cash Ordinary Resolution 93 909 779 54.46% - 0% 78 525 561 45.54% Passed Number 8 Approval, through a non-binding advisory vote, of the group remuneration policy Special Resolution 93 909 779 54.46% 78 476 411 45.51% 49 150 0.03% Failed Number 1 Approval of non- executive directors’ remuneration Special Resolution 93 909 779 54.46% - 0% 78 525 561 45.54% Failed Number 2 Financial assistance as contemplated in section 44 and 45 of the Companies Act Special Resolution 93 909 779 54.46% - 0% 78 525 561 45.54% Failed Number 3 Issuing shares for purposes of the Keaton Energy Long- Term Performance Incentive Scheme Special Resolution 172 386 190 99.97% - 0% 49 150 0.03% Passed Number 4 Issuing shares for purposes of the Keaton Energy 2013 Share Plan Special Resolution 172 386 190 99.97% - 0% 49 150 0.03% Passed Number 5 General authority to repurchase shares Special Resolution 172 386 190 99.97% - 0% 49 150 0.03% Passed Number Amendment of Memorandum of Incorporation Johannesburg 30 October 2015 Sponsor Investec Bank Limited Date: 30/10/2015 05:30:00 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.