Joint announcement-results of meetings relating to offer by Wescoal to acquire entire issued share capital of Keaton WESCOAL HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number 2005/006913/06) Share code: WSL ISIN: ZAE000069639 (“Wescoal”) KEATON ENERGY HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number 2006/011090/06) Share code: KEH ISIN: ZAE000117420 (“Keaton Energy”) JOINT ANNOUNCEMENT – RESULTS OF MEETINGS RELATING TO THE OFFER BY WESCOAL TO ACQUIRE ALL OF THE ISSUED ORDINARY SHARE CAPITAL OF KEATON ENERGY (“TRANSACTION”) Wescoal and Keaton Energy shareholders are referred to the joint firm intention offer announcement (“Firm Intention Announcement”) published by Wescoal and Keaton Energy on 2 February 2017. Unless defined in this announcement or if the context dictates otherwise, capitalised terms used in this announcement have the same meanings as given in the Firm Intention Announcement. 1. Wescoal General Meeting Wescoal Shareholders are advised that the voting results at the Wescoal General Meeting held at 08:00 on Friday, 2 June 2017, regarding the approval by Wescoal Shareholders for the implementation of the Transaction, were as follows: Resolution Number of Number of For 2 Against 2 Abstained 3 Wescoal Wescoal Shares Shares present at present as a the Wescoal percentage General of Wescoal Meeting Shares in issue 1 Ordinary Resolution 1: Approval of the Transaction as a Category 1 transaction in terms of the JSE Listings Requirements 230 707 163 63.64% 100.00% 0.00% 0.08% Note: 1 Based on 362 528 951 Wescoal Shares in issue as at the date of the Wescoal General Meeting. 2 In relation to the total number of Wescoal Shares voted (whether for or against) at the Wescoal General Meeting. 3 In relation to the total number of Wescoal Shares capable of being voted at the Wescoal General Meeting, being 362 528 951 Wescoal Shares in issue less 12 504 000 Wescoal Shares held in treasury. Based on the above voting results (i) the Wescoal General Meeting was quorate; and (ii) the resolution was passed by the requisite majority of Wescoal Shareholders present in person or represented by proxy at the Wescoal General Meeting. 2. Scheme Meeting Keaton Energy Shareholders are advised that the voting results at the Scheme Meeting held at 10:00 on Friday, 2 June 2017, regarding the approval by Keaton Energy Shareholders for the implementation of the Scheme, were as follows: Resolution Number of Number of For 2 Against 2,4 Abstained 3 Keaton Keaton Energy Energy Shares Shares present at present as a the Scheme percentage Meeting of Keaton Energy Shares in issue 1 Special Resolution 1: Approval and implementation of the Scheme 243 234 068 83.10% 99.41% 0.59% 0.06% Special Resolution 2: Revocation of Special Resolution 1 in terms of section 164(9)(c) of the Companies Act 243 234 068 83.10% 99.37% 0.63% 0.10% Ordinary Resolution 1: Delisting Resolution 243 234 068 83.10% 99.41% 0.59% 0.06% Ordinary Resolution 2: Authority 243 234 068 83.10% 99.41% 0.59% 0.10% Note: 1 Based on 292 684 630 Keaton Energy Shares in issue as at the date of the Scheme Meeting. 2 In relation to the total number of Keaton Energy Shares voted at the Scheme Meeting. 3 In relation to the total number of Keaton Energy Shares capable of being voted at the Scheme Meeting, being 292 684 630 Keaton Energy Shares in issue. 4 Keaton Energy received written objections from Keaton Energy Shareholders in terms of section 164 of the Companies Act (representing 0.58% of the Keaton Energy Shares present at the Scheme Meeting). Based on the above voting results (i) the Scheme Meeting was quorate; and (ii) the resolutions were passed by the requisite majority of Keaton Energy Shareholders present in person or represented by proxy at the Scheme Meeting. 3. Update on the fulfilment of Scheme Conditions As regards the fulfilment of the Scheme Conditions, the last remaining material Scheme Condition that is not capable of being waived is the unconditional approval of the Transaction by the relevant competition authorities, or the conditional approval which is subject to Wescoal and Keaton Energy’s acceptance of the terms and conditions imposed by the competition authorities. The Transaction merger notification was filed with the Competition Commission (“Commission”) on 6 April 2017. The Commission has not raised any material concerns with regards to the Transaction from a competition law or public interest perspective to date and the Commission’s decision is anticipated to be received before 6 July 2017. 4. Salient dates and times Given the anticipated date of receipt of the Commission’s decision on or before 6 July 2017, the salient dates and times released by Wescoal and Keaton Energy in a joint announcement on SENS on 4 May 2017 as regards the expected date of fulfilment of the Scheme Conditions and therefore the publication of a finalisation announcement will be revised. As soon as Wescoal and Keaton Energy have more certainty around the date of fulfilment of the Scheme Conditions, they will release a joint announcement on SENS detailing updated salient dates and times pertaining to the implementation of the Transaction. 5. Keaton Energy responsibility statement The Keaton Energy Independent Board accepts responsibility for the information contained in this announcement to the extent that it relates to Keaton Energy. To the best of their knowledge and belief, the information contained in this announcement is true and nothing has been omitted which is likely to affect the importance of the information. 6. Wescoal responsibility statement The Wescoal Board accepts responsibility for the information contained in this announcement to the extent that it relates to Wescoal. To the best of their knowledge and belief, the information contained in this announcement is true and nothing has been omitted which is likely to affect the importance of the information. Johannesburg 2 June 2017 Investment Bank, Corporate Advisor and Sponsor to Wescoal Nedbank Corporate and Investment Banking, a division of Nedbank Limited Legal Advisor to Wescoal Edward Nathan Sonnenbergs Inc. Corporate Advisor to Keaton Energy Taurum Proprietary Limited Legal Advisor to Keaton Energy Werksmans Inc. Sponsor to Keaton Energy Investec Bank Limited Date: 02/06/2017 12:30:00 Produced by the JSE SENS Department. 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