WINHOLD LIMITED - Results of Annual General Meeting

Results of Annual General Meeting

WINHOLD LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1945/019679/06)

Share Code: WNH                ISIN: ZAE000033916

(“the company”)


RESULTS OF ANNUAL GENERAL MEETING (“AGM”)



Shareholders are advised that all the resolutions contained in the notice convening the AGM were approved
by the requisite majorities of shareholders present in person or represented by proxy at the AGM of the
company held on 22 February 2017.


The issued share capital of the company consists of 126 215 131 ordinary shares of no par value, of which
709 345 ordinary shares are held as treasury shares. The number of shares to be taken into account for
voting at the AGM is therefore 125 505 786.


Details of the resolutions and the voting are contained in the table below.


Resolution proposed                              Total number      Votes      in   Votes         Abstentions:
                                                 of votes cast:    favour: %       against: %    % of issued
                                                 number (% of                                    share capital
                                                 issued share
                                                 capital)
Ordinary resolution number 1:
1.1 To re-elect Ms. M Fry as a director of the       89 425 724     89 425 724             --          180 518
     company                                           (70.85%)         (100%)         (0.00%)         (0.14%)
1.2 To re-elect Ms. R Naidoo as a director of        89 425 724     89 425 724             --          180 518
     the company                                       (70.85%)         (100%)         (0.00%)         (0.14%)
Ordinary resolution number 2:
2.1 To re-elect Ms. M Fry as a member of the         89 425 724     89 425 724             --          180 518
audit and risk committee                               (70.85%)         (100%)         (0.00%)         (0.14%)
2.2 To re-elect Mr. H Jeena as a member              89 425 724     89 425 724             --          180 518
and chairman of the audit and risk committee           (70.85%)         (100%)         (0.00%)         (0.14%)
2.3 To re-elect Ms. R Naidoo as a member of          89 425 724     89 425 724             --          180 518
the audit and risk committee                           (70.85%)         (100%)         (0.00%)         (0.14%)
2.4 To re-elect Mr. PC Nash as a member of           89 425 724     89 425 724             --          180 518
the audit and risk committee                           (70.85%)         (100%)         (0.00%)         (0.14%)
Ordinary resolution number 3:
To    re-appoint   Mazars    as   independent
auditors and Mr. B Bank as the designated
audit partner to the company and to approve          89 425 724     89 425 724              --        180 518
the auditors’ remuneration                             (70.85%)         (100%)         (0.00%)        (0.14%)
Ordinary resolution number 4:
To approve the remuneration policy of the            89 425 724     89 420 724          5 000         180 518
company                                                (70.85%)       (99.99%)         (0.01%)        (0.14%)
Ordinary resolution number 5:
To place the authorised but unissued share
capital of the company under the control of          89 425 724     89 420 724          5 000         180 518
the directors                                          (70.85%)       (99.99%)         (0.01%)        (0.14%)
Ordinary resolution number 6:
To authorise a director or the company
secretary to do all such things and sign all
such documents to implement resolutions set          89 425 724     89 425 724              --        180 518
out in the notice to this general meeting              (70.85%)         (100%)           (0.00%)      (0.14%)


Special resolution number 1:
To approve the remuneration for non-
executive directors from 1 March 2017 until          89 425 724     89 420 724            5 000       180 518
the next Annual General Meeting                        (70.85%)       (99.99%)          (0.01%)       (0.14%)
Special resolution number 2:
To authorise the directors to provide financial
assistance      to    related   and   inter-related  89 425 724     89 420 724            5 000       180 518
entities to the company                                (70.85%)       (99.99%)          (0.01%)       (0.14%)
Special resolution number 3:
To authorise the directors to provide financial
assistance for the subscription for or
purchase of securities by related and inter-         89 425 724     87 352 139        2 073 585       180 518
related entities to the company                        (70.85%)       (97.68%)          (2.32%)       (0.14%)




By order of the board.


Germiston
23 February 2017


Sponsor
Arbor Capital Sponsors Proprietary Limited

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