Results of Annual General Meeting Howden Africa Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 1996/002982/06) Share code: HWN ISIN: ZAE000010583 ("HAHL" or “the Company”) Results of Annual General Meeting (“AGM”) Shareholders are advised that at the AGM held today, 01 June 2016, ordinary and special resolutions, as specified in the notice of the meeting, were passed by the requisite majority of shareholders except for ordinary resolution 8 (Issue of shares for cash) and special resolution 3 (Authority to grant financial assistance in terms of section 44 of the Companies Act no. 71 of 2008). The statistics of the meeting are as follows: - Total number of ordinary shares in issue in HAHL as at the date of the AGM: 65 729 109; - Total number of issued ordinary shares that could have been voted at the AGM (excluding treasury shares): 65 729 109; and - Total number of issued ordinary shares that were voted in person or by proxy at the AGM: 59 312 609 (which represents 90.24% of the Company’s total issued ordinary shares as well as 90.24% of the total number of issued ordinary shares that could have been voted). Voted for Voted against Abstentions (% of shares (% of shares (% of total Resolutions voted) voted) shares) Ordinary resolution 1 Adoption of annual financial statements 100 0 0 Ordinary resolution 2 External auditors 96.45198 3.54802 0 Ordinary resolution 3.1 Re-appointment of Mitesh Patel as a member and chairman of Audit and Risk Committee 96.45198 3.54802 0 Ordinary resolution 3.2 Re-appointment of Morongwe Malebye as a members of the audit and risk committee 96.32503 3.67497 0 Ordinary resolution 3.3 Appointment of Humphrey Mathe as a members of the audit and risk committee 96.45198 3.54802 0 Ordinary resolution 4 Non-binding advisory endorsement of the Company’s remuneration policy 80.68223 19.31777 0.27385 Ordinary resolution 5.1 Re-election of Ian Brander 94.11389 5.88611 0 Ordinary resolution 5.2 Re-election of James Brown 93.98695 6.01305 0 Ordinary resolution 6 Election of Willy Thomson 94.11389 5.88611 0 Ordinary resolution 7 Control of 15% unissued share capital 71.03566 28.96434 0 Ordinary resolution 8 General authority to issue shares for cash 71.03566 28.96434 0 Special resolution 1 General approval for acquisition of the Company’s shares by the Company or subsidiary 91.73289 8.26711 0 Special resolution 2 Increase in non-executive director’s fees 96.45139 3.54861 0 Special resolution 3 Approval to grant financial assistance in terms of section 44 of the Companies Act no. 71 of 2008 68.50485 31.49515 0 Special resolution 4 Approval to grant financial assistance to a related or interrelated company in terms of section 45 of the Companies Act no. 71 of 2008 84.01045 15.98975 0 Booysens, Johannesburg 01 June 2016 Sponsor: PricewaterhouseCoopers Corporate Finance (Proprietary) Limited Date: 01/06/2016 05:36:00 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.