Results of annual general meeting and DAWN remuneration policy Distribution and Warehousing Network Limited (Incorporated in the Republic of South Africa) (Registration number 1984/008265/06) Share code: DAW & ISIN code: ZAE000018834 ("DAWN" or the “Company”) RESULTS OF ANNUAL GENERAL MEETING AND DAWN REMUNERATION POLICY Shareholders are advised that, at the annual general meeting of DAWN held on 20 November 2015, all resolutions as set out in the notice of the annual general meeting dated 11 September 2015 were passed by the requisite majority of members. In this regard, DAWN confirms the voting statistics from the AGM were as follows: % Number Total number of shares in issue that could be voted at themeeting 100 242,242,904 Total number of shares present/represented at the meeting including proxies 81 195,467,367 Votes in Votes Shares Absten- % % % favour against voted tions Ordinary Resolution Number 1: Re-election of directors: 1.1 Mr LM Alberts 193116658 98.81 2326512 1.19 195443170 24197 0.01 1.2 Mr DA Tod 191751112 98.11 3692058 1.89 195443170 24197 0.01 1.3 Ms RD Roos 194077624 99.30 1365546 0.70 195443170 24197 0.01 1.4 Mr S Mayet 195443170 100 0 0 195443170 24197 0.01 1.5 Mr DJ Fouché 193313627 98.91 2129543 1.09 195443170 24197 0.01 Ordinary Resolution Number 2: Approval of re-appointment of external auditor 195443170 100 0 0 195443170 24197 0.01 Ordinary Resolution Number 3: Approval of election of audit and risk committee members: 3.1 Mr S Mayet (chairman) 195443170 100 0 0 195443170 24197 0.01 3.2 Mr LM Alberts 193116658 98.81 2326512 1.19 195443170 24197 0.01 191751112 98.11 1.89 3.3 Mr DM Mncube 195443170 100 0 0 195443170 24197 0.01 194077624 99.30 0.70 Ordinary Resolution Number 4: Approval of signing authority 195443170 100 0 0 195443170 24197 0.01 Ordinary Resolution Number 5.1: Approval of the remuneration policy by way of a non-binding, advisory vote 125399836 64.16 70043334 35.84 195443170 24197 0.01 Ordinary Resolution Number 5.2: Approval of the updated remuneration 123270293 63.07 72172877 36.93 195443170 24197 0.01 policy by way of a non-binding, advisory vote Special Resolution Number 1: Approval of general authority to acquire 193116658 98.81 2326512 1.19 195443170 24197 0.01 (repurchase) Company shares Special Resolution Number 2: Approval of the remuneration of the 195443170 100 0 0 195443170 24197 0.01 non-executive directors Special Resolution Number 3: Authority to provide financial assistance 193313627 98.91 2129543 1.09 195443170 24197 0.01 to any company or corporation which is related or inter-related to the Company DAWN REMUNERATION POLICY The board of directors of DAWN (“the Board”) takes note that one resolution, ordinary resolution 5, a non-binding advisory endorsement relating to executive remuneration for 2015 and 2016 financial years respectively, had a low margin of acceptance. The Board can however confirm that the 2015 remuneration policy, which was based solely on KPIs and did not take into consideration the financial performance of the group, was not applied. As a result of the losses incurred by DAWN for financial year ended 31 March 2015, notwithstanding the achievement of KPIs by DAWN executives and prescribed officers, the short term bonuses were not approved by the Board and this decision was fully supported by the executive management team. In respect of the 2016 policy, the Board has recently identified certain aspects of this policy that needed to be reassessed. This is currently under review and the Board is consulting with professional advisors on this matter to ensure benchmarking and best practices are followed which will ensure that DAWN is able to employ and retain top talent in the future. The Board will communicate the amendments to the 2016 remuneration policy to stakeholders in due course. For and on behalf of the Board Johannesburg 20 November 2015 Sponsor Deloitte & Touche Sponsor Services (Pty) Limited Date: 20/11/2015 03:10:00 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.