DISTRIBUTION AND WAREHOUSING NETWORK LIMITED - Results Of Annual General Meeting

Results Of Annual General Meeting

     Distribution and Warehousing Network Limited
     (Incorporated in the Republic of South Africa)
     (Registration number 1984/008265/06)
     Share code: DAW & ISIN code: ZAE000018834
     ("DAWN" or the “Company”)

     RESULTS OF ANNUAL GENERAL MEETING

     Shareholders are advised that at the Annual General Meeting (“AGM”) of DAWN shareholders held today on Friday, 31 August 2018, all resolutions
     required to be passed in order to approve the proposed resolutions were passed by the requisite majority of shareholders.

     Details of the results of the AGM are as follows:

     -     total number of shares in issue (excluding treasury shares) that could have been voted at the AGM: 586 713 008; and
     -     total number of shares present in person or by proxy was 372 438 836, representing 63.48% of the total shares in issue that could have been voted.

                                           Number of       % of                   For                        Against            Abstained, in relation to
                                          shares voted     total                                                                  total shares in issue
           Resolution proposed                            shares
                                                          voted

                                                                         Shares            %          Shares            %          Shares             %

Ordinary Resolution Number 1:
Re-appointment and ratification
of appointment of directors
 .       Ordinary resolution number 1.1   371 741 601     63.36%       371 741 601       100%            0              0%        697 235           0.12%
            George Nakos

 .       Ordinary resolution number 1.2   371 741 601     63.36%       341 792 346      91.94%      29 949 255         8.06%      697 235           0.12%
            Steve Naudé

Ordinary Resolution Number 2:
Appointment of audit
committee members for the
year ending 31 March 2019
  . Ordinary resolution number 2.1     371 741 601   63.36%   371 741 601   100%         0          0%      697 235   0.12%
         Charles Boles

  . Ordinary resolution number 2.2     371 741 601   63.36%   371 741 601   100%         0          0%      697 235   0.12%
         Dinga Mncube

  .   Ordinary resolution number 2.3   371 741 601   63.36%   371 741 601   100%         0          0%      697 235   0.12%
         Steve Naudé

Ordinary Resolution Number 3
Non-binding advisory
endorsement of the
remuneration policy and the
remuneration
implementation report:
  .   Ordinary resolution number 3.1   371 741 601   63.36%   371 710 081   99.99%     31 520      0.01%    697 235   0.12%
      To approve, as a non-binding
      advisory vote, the company’s
      remuneration policy for the
      year ending 31 March 2019

  .   Ordinary resolution number 3.2   371 741 601   63.36%   371 710 081   99.99%     31 520      0.01%    697 235   0.12%
      To approve, as a non-binding
      advisory vote, the company’s
      remuneration implementation
      report for the year ended 31
      March 2018

Ordinary Resolution Number 4           371 741 601   63.36%   232 995 640   62.68%   138 745 961   37.32%   697 235   0.12%

Authorising the directors to allot
and issue authorised but
unissued ordinary shares

Ordinary Resolution Number 5           371 741 601   63.36%   371 741 601   100%         0          0%      697 235   0.12%
Authorising the directors to
implement the special and
ordinary resolutions

Special Resolution Number 1         371 741 401      63.36%          371 741 401   100%         0         0%     697 435   0.12%

Approval of non-executive
directors’ fees

Special Resolution Number 2         371 741 401      63.36%          341 792 146   91.94%   29 949 255   8.06%   697 435   0.12%

Authority to provide financial
assistance in terms of section 44
of the Companies Act

Special Resolution Number 3         371 741 401      63.36%          371 741 401   100%         0         0%     697 435   0.12%

Authority to provide financial
assistance in terms of section 45
of the Companies Act



   Johannesburg
   31 August 2018

   Sponsor: Deloitte & Touche Sponsor Services Proprietary Limited

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