Report of Annual General Meeting Proceedings WILSON BAYLY HOLMES - OVCON LIMITED (Incorporated in the Republic of South Africa) (Registration number 1982/011014/06) Share code: WBO ISIN: ZAE000009932 ("WBHO" or “the company”) REPORT ON ANNUAL GENERAL MEETING PROCEEDINGS Wilson Bayly Holmes Ovcon-Limited shareholders are advised that at the Annual General Meeting of shareholders held on Wednesday, 11 November 2015, all the ordinary and special resolutions as proposed in the Notice of the Annual General Meeting were approved by the requisite majority of members. In this regard, WBHO confirms the voting statistics from the AGM as follows: % Number Total Number of shares that could be voted at the meeting 100% 66 000 000 Total number of shares present/represented including proxies at 61.46% 40 562 449 meeting Total number of members present 8 Votes In % Votes % Abstentions favour against Ordinary resolution number 1 30 902 357 78.27% 8 577 704 21.72% 1 082 388 Appointment of the auditors Ordinary resolution number 2.1 40 334 735 99.44% 225 925 0.55% 1 789 Election of Ms AN Matyumza as director Ordinary resolution number 2.2 40 355 562 99.49% 205 098 0.50% 1 789 Election of Mr JM Ngobeni as director Ordinary resolution number 3.1 39 657 550 98.58% 567 835 1.41% 337 064 Appointment of Ms AN Matyumza as Audit committee member Ordinary resolution number 3.2 39 384 714 97.10% 1 175 946 2.89% 1 789 Appointment of Ms NS Mjoli-Mncube as Audit committee member Ordinary resolution number 3.3 40 134 675 98.94% 425 985 1.05% 1 789 Appointment of Mr MJ Ngobeni as Audit committee member Ordinary resolution number 3.4 40 123 316 98.92% 437 344 1.07% 1 789 Appointment of Mr RW Gardiner as Audit committee member Ordinary resolution number 4 39 413 471 98.63% 546 921 1.36% 602 057 Endorsement of remuneration policy Ordinary resolution number 5 22 813 864 57.0% 17 146 528 42.9% 602 057 Placing unissued shares under the control of the directors Ordinary resolution number 6 39 889 895 99.95% 17 350 0.04% 655 204 Directors’ authority to implement special and ordinary resolutions Special resolution number 1 39 647 679 99.21% 312 713 0.78% 602 057 Approval of directors’ fees for 2015/2016 financial year Special resolution number 2 40 516 028 99.88% 44 632 0.11% 1 789 Authority to provide financial assistance in terms of section 44 and 45 of the Act Special resolution number 3 31 736 547 78.24% 8 824 113 21.75 1 789 Amendment of Memorandum of Incorporation Special resolution number 4 39 792 294 99.64% 140 916 0.35% 629 239 General approval to repurchase company shares Johannesburg 12 November 2015 Sponsor Investec Bank Limited Date: 12/11/2015 01:10:00 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.