Results of annual general meeting and changes to the board 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 CHANGES TO THE BOARD Shareholders are advised that, at the annual general meeting of DAWN held on 18 November 2016 as set out in the notice of the annual general meeting dated 14 July 2016 were voted on at the AGM as follows: % Number Total number of shares in issue that could be voted at the meeting 100 242,242,904 Total number of shares present/represented at the meeting including proxies 52.12 126,267,815 Votes in Votes Shares voted Abstentions % % % favour against Ordinary Resolution Number 1: Re-election of directors: 1.1 Mr V Mokoena 126250309 99.99900 1258 0.00100 126251567 16248 0.00671 1.2 Mr S Connelly 126250309 99.99900 1258 0.00100 0.00 126251567 16248 0.00671 1.3 Mr G Nakos 126250309 99.99900 1258 0.00100 126251567 16248 0.00671 1.4 Mr H Bester 126250309 99.99900 1258 0.00100 126251567 16248 0.00671 Ordinary Resolution Number 2: Approval of re-appointment 1 of external auditor 126251309 99.99797 2558 0.00203 126253867 13948 0.00576 Ordinary Resolution Number 3: Approval of election of audit and risk committee members: 3.1 Mr S Mayet (chairman) 126253609 99.99980 258 0.00020 126253867 13948 0.00576 3.2 Mr LM Alberts 126253609 99.99980 258 0.00020 126253867 13948 0.00576 191751112 98.11 1.89 3.3 Mr DM Mncube 126253867 100.00000 0 0.00000 126253867 13948 0.00576 194077624 99.30 0.70 Ordinary Resolution Number 4: To endorse the company’s remuneration policy and its implementation 126243617 99.99921 0 0.00079 126244617 23198 0.00958 Ordinary Resolution Number 5: General authority to directors to allot and issue authorised but unissued ordinary shares 20738857 16.42639 105514460 83.57361 126253317 14498 0.00598 Ordinary Resolution Number 6: General authority to allot and 14175854 11.22831 112075163 88.77169 126251017 16798 0.00693 issue shares for cash Ordinary Resolution Number 7: Authorising the directors to 126253867 100.00000 0 0.00000 126253867 13948 0.00576 implement the special and ordinary resolutions Special Resolution Number 1: Approval of general authority to 58537045 46.36456 67716822 53.63544 126253867 13948 0.00576 acquire (repurchase) Company shares Special Resolution Number 2: Approval of the 126243359 99.99900 0 0.00100 126246917 20898 0.00958 remuneration of the non- executive directors Special Resolution Number 3: Authority to provide financial assistance to any company or 126245917 99.99921 0 0.00079 126246917 20898 0.00863 corporation which is related or inter-related to the Company CHANGES TO THE BOARD – RESIGNATION OF EXECUTIVE DIRECTOR In terms of paragraph 3.59 of the JSE Listings Requirements, the Board of Directors would hereby like to inform DAWN shareholders of the resignation of Mr Hanr? Bester as Acting Financial Director effective 18 November 2016. Mr Bester will remain in employment as the Group Financial Manager. As advised to shareholders on the 26 October 2016, Mr David Austin has been appointed as the Financial Director of the Group. The board wishes to thank Mr Bester for his commitment during his tenure as acting chief financial officer. CHANGES IN FUNCTIONS OF DIRECTORS In terms of section 3.59 (c) of the Listings Requirements of the JSE Limited, shareholders are advised that Mr David Austin has been appointed as a member of the Risk Committee with effect from 18 November 2016. For and on behalf of the Board Johannesburg 18 November 2016 Sponsor Deloitte & Touche Sponsor Services (Pty) Limited Date: 18/11/2016 05:33:00 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.