Specific repurchase of ordinary shares in WBHO Wilson Bayly Holmes - Ovcon Ltd (Incorporated in the Republic of South Africa) (Registration number 1982/011014/06) Share code: WBO ISIN: ZAE000009932 (“WBHO” or “the Company”) SPECIFIC REPURCHASE OF ORDINARY SHARES IN WBHO INTRODUCTION At a general meeting held on 11 October 2006 relating to the introduction of a BEE shareholding into WBHO, shareholders passed, inter alia, a special resolution whereby WBHO is required to repurchase from Akani Investment Holdings (Proprietary) Limited (“Akani”), at a purchase price of one cent per share, so many ordinary shares in WHBO as determined under the applicable repurchase formula detailed in the subscription and repurchase agreements. In terms of the subscription and repurchase agreements WBHO has, with effect from 3 December 2015 repurchased 2 809 936 of WBHO shares from Akani as detailed below Total number of ordinary shares repurchased 2 809 936 Total value of ordinary shares repurchased R 28 099.36 Price per ordinary share R0.01 Ordinary shares in issue on 30 June 2015, the date of WBHO’s most recent financial year end 66 000 000 Issued share capital after the cancellation 63 190 064 Akani allocated and unallocated shares held after cancellation 6 829 501 Treasury shares as defined by the JSE Listing requirements held 3 032 522 after the cancellation Opinion of the directors The directors of WBHO have considered the impact of the share repurchase and are of the opinion that: - WBHO and its subsidiaries will in the ordinary course of business be able, to repay its debts for a period of 12 months from the date of this announcement. - the assets of WBHO and its subsidiaries are in excess of the liabilities, measured in accordance with the accounting policies used in the latest audited consolidated annual financial statements for the year ended 30 June 2015. - the ordinary share capital and reserves of WBHO and its subsidiaries will be adequate for a period of 12 months from the date of this announcement. - the working capital of WBHO and its subsidiaries will be adequate for a period of 12 months from the date of this announcement. The directors have assessed the possible effects of the repurchase of shares on the liquidity and solvency of WBHO prior to the implementation of the share repurchase and are satisfied that WBHO and its subsidiaries have passed the solvency and liquidity test and that there have been no material changes to the financial position of WBHO and its subsidiaries since the test was performed. Financial Impact The specific repurchase will be funded from WBHO’s cash facilities and will result in a decrease in equity as a result of the repurchase and cancellation of WBHO shares. JSE LISTING Application will be made to the JSE for the cancellation of the 2 809 936 shares, which represent 4.26% of WBHO’s current issued share capital. For and on behalf of the Board Johannesburg 11 December 2015 Sponsor Investec Bank Limited Date: 11/12/2015 04:00:00 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.