Results of Annual General Meeting Howden Africa Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 1996/002982/06) Share code: HWN ISIN: ZAE000010583 ("HAHL" or “the Company”) Results of Annual General Meeting (“AGM”) Shareholders are advised that at the AGM held today, 01 June 2017, ordinary and special resolutions, as specified in the notice of the meeting, were passed by the requisite majority of shareholders except for ordinary resolution 8 (General authority to issue shares for cash). The statistics of the meeting are as follows: - Total number of ordinary shares in issue in HAHL as at the date of the AGM: 65 729 109; - Total number of issued ordinary shares that could have been voted at the AGM (excluding treasury shares): 65 729 109; and - Total number of issued ordinary shares that were voted in person or by proxy at the AGM: 57 924 750 (which represents 88% of the Company’s total issued ordinary shares. Voted for Voted against Abstentions (% of shares (% of shares (% of total Resolutions voted) voted) shares) Ordinary resolution 1 Adoption of annual financial statements 99.77 0.23 0.02 Ordinary resolution 2 External auditors 100 0 0.02 Ordinary resolution 3.1 Re-appointment of Mitesh Patel as a member and chairman of Audit and Risk Committee 97.39 2.61 0.02 Ordinary resolution 3.2 Re-appointment of Morongwe Malebye as a members of the audit and risk committee 97.39 2.61 0.02 Ordinary resolution 3.3 Appointment of Humphrey Mathe as a members of the audit and risk committee 97.39 2.61 0.02 Ordinary resolution 4 Non-binding advisory endorsement of the Company’s remuneration policy 93.19 6.81 0.02 Ordinary resolution 5.1 Re-election of Morongwe Malebye 97.16 2.84 0.02 Ordinary resolution 5.2 Re-election of Humphrey Mathe 97.16 2.84 0.02 Ordinary resolution 5.3 Re-election of Mitesh Patel 97.16 2.84 0.02 Ordinary resolution 6 Election of Marinella Vigouroux 100 0 0.02 Ordinary resolution 7 Control of 15% unissued share capital 63.16 36.84 0.02 Ordinary resolution 8 General authority to issue shares for cash 63.16 36.84 0.02 Special resolution 1 General approval for acquisition of the Company’s shares by the Company or subsidiary 93.45 6.55 0.02 Special resolution 2 Increase in non-executive director’s fees 97.39 2.61 0.02 Booysens, Johannesburg 02 June 2017 Sponsor: PricewaterhouseCoopers Corporate Finance (Proprietary) Limited Date: 02/06/2017 12:10:00 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.