Report on Annual General Meeting Proceedings WILSON BAYLY HOLMES - OVCON LIMITED (Incorporated in the Republic of South Africa) (Registration number 1982/011014/06) Share code: WBO ISIN: ZAE000009932 (“the company”) REPORT ON ANNUAL GENERAL MEETING PROCEEDINGS Wilson Bayly Holmes Ovcon-Limited shareholders are advised that at the Annual General Meeting of shareholders held on Wednesday, 22 November 2017, all the ordinary and special resolutions as proposed in the Notice of the Annual General Meeting were approved by the requisite majority of members. In this regard, WBHO confirms the voting statistics from the AGM as follows: % Number Total Number of shares that could be voted at the meeting 100% 63 190 064 Total number of shares present/represented including proxies at 71% 44 612 122 meeting Total number of members present 9 Votes In % Votes % Abstentions favour against Ordinary resolution number 1 36 313 278 82.16% 7 885 259 17.84% 413 585 Re: Appointment of the auditors Ordinary resolution number 2 44 479 104 99.91% 39 893 0.09% 93 125 Re -Election of Mr RW Gardiner as director Ordinary resolution number 3.1 Appointment of Ms AN Matyumza as Audit committee Resolution Withdrawn Ordinary resolution number 3.2 44 449 227 99.91% 39 893 0.09% 123 002 Appointment of Mr RW Gardiner as Audit Committee member Ordinary resolution number 3.3 43 919 747 98.72% 569 373 1.28% 123 002 Appointment of Ms SN Maziya as Audit Committee member Ordinary resolution number 4 43 065 728 96.74% 1 453 119 3.26% 93 275 Endorsement of remuneration policy Ordinary resolution number 5 42 959 451 96.50% 1 559 396 3.50% 93 275 Endorsement of remuneration Policy Implementation report Ordinary resolution number 6 29 930 124 67.23% 14 588 883 32.77% 93 115 Placing unissued shares under the control of the directors Ordinary resolution number 7 44 519 007 100% 0.00% 93 115 Directors’ authority to implement special and ordinary resolutions Special resolution number 1 43 938 840 98.93% 474 530 1.07% 198 752 Approval of directors’ fees for 2017/2018 financial year Special resolution number 2 42 431 041 95.31% 2 087 806 4.69% 93 275 Authority to provide financial assistance in terms of section 44 and 45 of the Act. Special resolution number 3 44 412 630 100% 890 0.00% 198 602 General approval to repurchase company Shares Johannesburg 23 November 2017 Sponsor Investec Bank Limited Date: 23/11/2017 07:05:00 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.