HOWDEN AFRICA HOLDINGS LIMITED - Results of Annual General Meeting

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 Wednesday, 30 May 2018, ordinary and
special resolutions, as specified in the notice of the meeting, were passed by the requisite
majority of shareholders with the exception of ordinary resolution 8 (General authority to issue
shares for cash) which was not passed and ordinary resolution 5.2 which was withdrawn. 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:
    57 565 050 (which represents 87.58% 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                                   100                0               0.01
   
    Ordinary resolution 2
    External auditors                            100                0               0.01
    
    Ordinary resolution 3.1
    Re-appointment of Suleman Badat
    as a member and chairman of Audit
    and Risk Committee                           97.83            2.17              0.01
    
    Ordinary resolution 3.2
    Re-appointment of Morongwe
    Malebye as a members of the audit
    and risk committee                           90.69            9.31              0.01
     
    Ordinary resolution 3.3
    Appointment of Humphrey Mathe as
    a members of the audit and risk
    committee                                    91.49            8.51              0.01
    
    Ordinary resolution 4
    Non-binding advisory endorsement
    of the Company’s remuneration
    policy
    Remuneration policy 4.1
                                                 88.93            11.07             0.01
    Implementation report 4.2
                                                 89.16            10.84             0.01
    
    Ordinary resolution 5.1
    Re-election of Ian Brander                   91.91            8.09              0.01
    
    Ordinary resolution 5.2
    Re-election of James Brown                   Withdrawn
   
    Ordinary resolution 5.3
    Re-election of William Thomson               94.07            5.93              0.01
   
    Ordinary resolution 6
    Election of Suleman Badat                    97.83            2.17              0.01
   
    Ordinary resolution 7
    Control of 15% unissued share
    capital                                      64.02            35.98             0.01
  
    Ordinary resolution 8
    General authority to issue shares for
    cash                                         64.02            35.98             0.01
   
    Special resolution 1
    General approval for acquisition of
    the Company’s shares by the
    Company or subsidiary                        91.55            8.45              0.01
   
    Special resolution 2
    Increase in non-executive director’s
    fees                                         91.91            8.09              0.01
  
    Special resolution 3
    Approval for the Company and its
    subsidiaries to grant financial
    ssistance in terms of section 44
    of the Companies Act                         83.48            16.52             0.01
   
    Special resolution 4
    Approval for the company and its
    subsidiaries to grant financial
    assistance to a related or
    interrelated company in terms of
    section 45 of the Companies Act              94.64            5.36              0.01
   
    Special resolution 5:
    Approval for changes to the
    Memorandum of Incorporation                  97.83            2.17              0.01


Booysens, Johannesburg
31 May 2018

Sponsor:
PricewaterhouseCoopers Corporate Finance (Proprietary) Limited

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