Settlement agreement with the South African government WILSON BAYLY HOLMES - OVCON LIMITED Building and civil engineering contractors (Registration no. 1982/011014/06) ISIN No: ZAE 000009932 Share code: WBO (“WBHO” or “the Company”) SETTLEMENT AGREEMENT WITH THE SOUTH AFRICAN GOVERNMENT Shareholders are referred to the SENS announcement dated 11 October 2016 in which WBHO advised that WBHO Construction (Pty) Ltd (WBHO) a subsidiary of Wilson Bayly Holmes – Ovcon Limited had entered into a settlement agreement (the Settlement Agreement) with the government of the Republic of South Africa (the Government). WBHO has adopted the development initiative to mentor three emerging contractors in the construction business as defined below in the previous SENS announcement: “The Construction Companies have also individually undertaken to either: (i) launch development initiatives with the aim of identifying, developing and mentoring up to three emerging contractors (Emerging Contractors), to ensure that the Emerging Contractors will have the necessary skills and quantity of work required to generate a cumulative combined annual turnover equal to at least 25% of the annual South African civil engineering and general building construction works turnover of the relevant Construction Company within 7 years. Aligned to this obligation, are fixed interim period transformation targets .” Further to the abovementioned settlement agreement with the South African Government which was signed on the 11th of October 2016, WBHO has concluded agreements with Fikile Construction (Pty) Ltd, Motheo Construction (Pty) Ltd and Edwin Construction (Pty) Ltd who now become our Development contractors whose turnover should in 7 years represent more than 25% of WBHO’s South African turnover in Civil & Building and Roads & Earthworks . Johannesburg 29 November 2016 Sponsor: Investec Bank Limited Date: 29/11/2016 12:00:00 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.