Report on proceedings at the annual general meeting Distell Group Limited (Incorporated in the Republic of South Africa) (Registration number 1988/005808/06) ISIN: ZAE000028668 Share code: DST ("Distell”) REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING At the twenty eight (28th) annual general meeting (“AGM”) of the shareholders of Distell held today, 20 October 2016 all the ordinary and special resolutions proposed at the meeting were approved by the requisite majority of votes. In this regard, Distell confirms the voting statistics from the AGM as follows: Votes carried disclosed as a percentage in relation to the total Shares voted Shares abstained number of shares voted at the disclosed as a disclosed as a meeting Number of percentage in percentage in Resolutions shares voted relation to the total relation to the total issued share capital* issued share capital* For Against 1. Adoption of annual financial statements 100.00% 0.00% 201 578 832 90.65% 0.11% 2. Reappointment of PricewaterhouseCoopers Inc. as auditors of the company for the 98.79% 1.21% 201 578 832 90.65% 0.11% 2016/2017 financial year 3. Re-election of directors/alternate director 3.1 Ms GP Dingaan (alternate director) 99.99% 0.01% 201 578 832 90.65% 0.11% 3.2 Dr DP du Plessis 100.00% 0.00% 201 578 832 90.65% 0.11% 3.3 Mr KA Hedderwick 100.00% 0.00% 201 578 832 90.65% 0.11% 3.4 Ms EG Matenge-Sebesho 99.98% 0.02% 201 578 832 90.65% 0.11% 3.5 Ms LM Mojela 99.99% 0.01% 201 578 832 90.65% 0.11% 3.6 Mr DM Nurek 98.71% 1.29% 201 388 662 90.65% 0.19% 3.7 Mr CA Otto 99.98% 0.02% 201 578 832 90.65% 0.11% 4. Election of audit committee members 4.1 Ms GP Dingaan 99.99% 0.01% 201 578 832 90.65% 0.11% 4.2 Dr DP du Plessis 100.00% 0.00% 201 578 832 90.65% 0.11% 4.3 Ms CE Sevillano-Barredo 100.00% 0.00% 201 578 832 90.65% 0.11% 5. Authority to place unissued shares under the control of the 95.52% 4.48% 200 561 263 90.19% 0.57% directors 6. Signature of documents 100.00% 0.00% 201 578 832 90.65% 0.11% 7. Endorsement of remuneration policy 97.56% 2.44% 200 561 263 90.19% 0.57% Special Resolution Number 1 Approval of 2017 non-executive directors’ remuneration 99.67% 0.33% 201 578 832 90.65% 0.11% Special Resolution Number 2 Approval of remuneration of non- executive directors for additional services performed on behalf of the 98.38% 1.62% 201 578 832 90.65% 0.11% company Special Resolution Number 3 Adoption of amendment to Memorandum of Incorporation 100.00% 0.00% 201 578 832 90.65% 0.11% Special Resolution Number 4 Adoption of amendment to Memorandum of Incorporation 100.00% 0.00% 201 578 832 90.65% 0.11% *Total issued share capital is 222 382 356. The special resolution/s will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course. Stellenbosch 20 October 2016 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 20/10/2016 02:19:00 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.