Report On Annual General Meeting Proceedings Phumelela Gaming &Leisure Limited (Incorporated in the Republic of South Africa) (Registration number 1997/016610/06) Share code: PHM ISIN: ZAE000039269 (“Phumelela” or “the Company”) REPORT ON ANNUAL GENERAL MEETING PROCEEDINGS Phumelela shareholders are advised that at the Annual General Meeting of members held on 11 December 2018, all the ordinary and special resolutions as proposed in the Notice of Annual General Meeting were approved by the requisite majority of members. In this regard, Phumelela confirms the voting statistics from the Annual General Meeting as follows: % Number Total number of shares that could be voted at meeting 100% 102 500 558 Total number of shares present/represented including proxies at 77% 78 760 420 meeting (including shares abstained from voting) Votes in % Votes % Abstentions % favour against Ordinary resolution 1: To 78 639 391 100% 975 0% 120 054 0.12% receive and adopt the annual financial statement for the year ended 31 July 2018 Ordinary resolution 2.1: 78 325 891 100% 975 0% 433 554 0.42% Appointment of Mr. S Muller as director of the Company Ordinary resolution 2.2: 78 325 891 100% 975 0% 433 554 0.42% Appointment of Mr. SA Mahlalela as director of the Company Ordinary resolution 2.3: 78 325 891 100% 975 0% 433 554 0.42% Appointment of Ms. FS Magubane as director of the Company Ordinary resolution 2.4: 70 044 610 97.09% 2 282 256 2.91% 433 54 0.42% Appointment of Mr. M Tembe as director of the Company Ordinary resolution 3: Re- 72 203 250 92.18% 6 123 616 7.82% 433 554 0.42% election of the following Director: Mr.B Kantor Ordinary resolution 4: Re- 77 755 149 99.27% 571 717 0.73% 433 554 0.42% election of the following Director: Mr. KC Khampepe Ordinary resolution 5.1: To elect 78 325 891 100 % 975 0% 433 554 0.42% the following Risk and Audit committee member: Mr. S Muller Ordinary resolution 5.2: To elect 77 630 632 91.11 % 696 234 0.89% 433 544 0.42% the following Risk and Audit committee member: Mr. JB Walters Ordinary resolution 5.3: To elect 78 325 891 100% 975 0% 433 554 0.42% the following Risk and Audit committee member: Mr. SA Mahlalela Ordinary resolution 5.4: To elect 77 507 239 98.95% 819 627 1.05% 433 554 0.42% the following Risk and Audit committee member- Ms. NJ Mboweni Ordinary resolution 5.5: 78 202 498 99.84% 124 368 0.16% 433 554 0.42% To elect the following Risk and Audit committee member- Ms. FS Magubane Ordinary resolution 6: 74 548 665 94.80% 4 091 701 5.20% 120 054 0.12% Reappointment of KPMG Inc. as independent auditors for the ensuing year Ordinary resolution 7: Placement of 68 974 197 87.71% 9 666 169 12.29% 120 054 0.12% shares under the control of the directors Ordinary resolution 8: General 62 446 864 79.41% 16 193 502 20.59% 120 054 0.12% authority to issue shares for cash Ordinary resolution 9: To endorse 75 663 975 96.22% 2 976 391 3.78% 120 054 0.12% non-binding advisory vote on Remuneration Policy Ordinary resolution 10: To endorse 75 663 975 96.22% 2 976 391 3.78% 120 054 0.12% non-binding advisory vote on Remuneration implementation report Ordinary resolution 11: Approval of 75 541 235 96.06% 3 098 302 3.94% 120 883 0.12% CEO and FD Share Option Scheme Ordinary resolution 12: Approval of 75 541 235 96.06% 3 098 302 3.94% 120 883 0.12% the directors to act in terms of Resolution 11 Special resolution 1: To approve 78 598 913 99.95% 41 453 0.05% 120 054 0.12% the non-executive directors' remuneration for the ensuing year Special resolution 2: To enable 73 189 015 93.07% 5 451 351 6.93% 120 054 0.12% the provision of financial assistance to related or interrelated companies or corporations or directors and prescribed officers Special resolution 3: A general 78 392 963 99.69% 247 403 0.31% 120 054 0.12% approval for the Company to acquire Phumelela Gaming and Leisure Limited Shares Johannesburg 11 December 2018 Sponsor Investec Bank Limited Date: 11/12/2018 03:45:00 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.