Report on 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 (“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, 16 November 2016, 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% 63 190 064 Total number of shares present/represented including proxies at 60% 37 779 289 meeting Total number of members present 6 Votes In % Votes % Abstentions favour against Ordinary resolution number 1 36 198 428 97.3% 1 004 269 2.7% 576 592 Appointment of the auditors Ordinary resolution number 2 37 739 026 100% - 0% 40 263 Election of Ms N Damasane as director Ordinary resolution number 3 36 694 504 97.2% 1 044 522 2.8% 40 263 Election of Ms NS Maziya as director Ordinary resolution number 4.1 37 707 012 99.9% 32 014 0.08% 40 263 Appointment of Ms AN Matyumza as Audit committee member Ordinary resolution number 4.2 37 279 690 100% - 0% 499 599 Appointment of Ms N Damasane as Audit committee member Ordinary resolution number 4.3 37 739 026 100% - 0% 40 263 Appointment of Mr RW Gardiner as Audit committee member Ordinary resolution number 5 37 739 026 100% - 0% 40 263 Appointment of Ms N Damasane as Social and Ethics committee Chairperson Ordinary resolution number 6 37 610 981 99.7% 128 045 0.3% 40 263 Endorsement of remuneration policy Ordinary resolution number 7 23 051 236 61% 14 687 970 39% 40 083 Placing unissued shares under the control of the directors Ordinary resolution number 8 37 739 026 100% - 0% 40 263 Directors’ authority to implement special and ordinary resolutions Special resolution number 1 37 739 026 100% - 0% 40 263 Approval of directors’ fees for 2016/2017 financial year Special resolution number 2 37 314 497 98.9% 424 709 1.1% 40 083 Authority to provide financial assistance in terms of section 44 and 45 of the Act Special resolution number 3 37 610 641 100% - 0% 168 648 General approval to repurchase company shares Johannesburg 16 November 2016 Sponsor Investec Bank Limited Date: 16/11/2016 03:00:00 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.