Results of Annual General Meeting WINHOLD LIMITED (Incorporated in the Republic of South Africa) (Registration number 1945/019679/06) Share Code: WNH ISIN: ZAE000033916 (“the company”) RESULTS OF ANNUAL GENERAL MEETING (“AGM”) Shareholders are advised that all the resolutions contained in the notice convening the AGM were approved by the requisite majorities of shareholders present in person or represented by proxy at the AGM of the company held on 22 February 2017. The issued share capital of the company consists of 126 215 131 ordinary shares of no par value, of which 709 345 ordinary shares are held as treasury shares. The number of shares to be taken into account for voting at the AGM is therefore 125 505 786. Details of the resolutions and the voting are contained in the table below. Resolution proposed Total number Votes in Votes Abstentions: of votes cast: favour: % against: % % of issued number (% of share capital issued share capital) Ordinary resolution number 1: 1.1 To re-elect Ms. M Fry as a director of the 89 425 724 89 425 724 -- 180 518 company (70.85%) (100%) (0.00%) (0.14%) 1.2 To re-elect Ms. R Naidoo as a director of 89 425 724 89 425 724 -- 180 518 the company (70.85%) (100%) (0.00%) (0.14%) Ordinary resolution number 2: 2.1 To re-elect Ms. M Fry as a member of the 89 425 724 89 425 724 -- 180 518 audit and risk committee (70.85%) (100%) (0.00%) (0.14%) 2.2 To re-elect Mr. H Jeena as a member 89 425 724 89 425 724 -- 180 518 and chairman of the audit and risk committee (70.85%) (100%) (0.00%) (0.14%) 2.3 To re-elect Ms. R Naidoo as a member of 89 425 724 89 425 724 -- 180 518 the audit and risk committee (70.85%) (100%) (0.00%) (0.14%) 2.4 To re-elect Mr. PC Nash as a member of 89 425 724 89 425 724 -- 180 518 the audit and risk committee (70.85%) (100%) (0.00%) (0.14%) Ordinary resolution number 3: To re-appoint Mazars as independent auditors and Mr. B Bank as the designated audit partner to the company and to approve 89 425 724 89 425 724 -- 180 518 the auditors’ remuneration (70.85%) (100%) (0.00%) (0.14%) Ordinary resolution number 4: To approve the remuneration policy of the 89 425 724 89 420 724 5 000 180 518 company (70.85%) (99.99%) (0.01%) (0.14%) Ordinary resolution number 5: To place the authorised but unissued share capital of the company under the control of 89 425 724 89 420 724 5 000 180 518 the directors (70.85%) (99.99%) (0.01%) (0.14%) Ordinary resolution number 6: To authorise a director or the company secretary to do all such things and sign all such documents to implement resolutions set 89 425 724 89 425 724 -- 180 518 out in the notice to this general meeting (70.85%) (100%) (0.00%) (0.14%) Special resolution number 1: To approve the remuneration for non- executive directors from 1 March 2017 until 89 425 724 89 420 724 5 000 180 518 the next Annual General Meeting (70.85%) (99.99%) (0.01%) (0.14%) Special resolution number 2: To authorise the directors to provide financial assistance to related and inter-related 89 425 724 89 420 724 5 000 180 518 entities to the company (70.85%) (99.99%) (0.01%) (0.14%) Special resolution number 3: To authorise the directors to provide financial assistance for the subscription for or purchase of securities by related and inter- 89 425 724 87 352 139 2 073 585 180 518 related entities to the company (70.85%) (97.68%) (2.32%) (0.14%) By order of the board. Germiston 23 February 2017 Sponsor Arbor Capital Sponsors Proprietary Limited Date: 23/02/2017 11:08:00 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.