Results of annual general meeting and details of engagement with shareholders York Timber Holdings Limited Incorporated in the Republic of South Africa Registration number: 1916/004890/06 JSE share code: YRK ISIN: ZAE000133450 (“York” or the “Company”) RESULTS OF ANNUAL GENERAL MEETING AND DETAILS OF ENGAGEMENT WITH SHAREHOLDERS Results of Annual General Meeting York shareholders (“Shareholders”) are advised that at the annual general meeting (“AGM”) of Shareholders held on Wednesday, 6 November 2019, all the ordinary and special resolutions as set out in the notice of AGM dated 27 September 2019, save for the non-binding ordinary resolutions number 5.1 and 5.2 and ordinary resolution number 6, were approved by the requisite majority of Shareholders present or represented by proxy. All resolutions proposed at the AGM, together with the percentage of shares abstained, as well as the percentage of votes carried for and against each resolution, are as follows: Ordinary resolution number 1: Adoption of the consolidated and separate annual financial statements Shares Voted Abstained For Against 269 036 267 0.01% 99.96% 0.04% 81.22% Ordinary resolution number 2: Re-election of directors who retire by rotation (by separate resolutions) Ordinary resolution number 2.1: Dr Jim Myers Shares Voted Abstained For Against 268 942 015 0.04% 99.18% 0.82% 81.19% Ordinary resolution number 2.2: Dr Azar Jammine Shares Voted Abstained For Against 259 330 382 2.94% 99.96% 0.04% 78.29% Ordinary resolution number 2.3: Shakeel Meer Shares Voted Abstained For Against 259 321 882 2.94% 99.15% 0.85% 78.29% To ratify the appointment of the following directors who were appointed by the Board as independent non-executive directors of the Company with effect from 14 February 2019 Ordinary resolution number 2.4: Max Nyanteh Shares Voted Abstained For Against 259 327 902 2.94% 99.15% 0.85% 78.29% Ordinary resolution number 2.5: Hetisani Mbanyele-Ntshinga Shares Voted Abstained For Against 268 925 995 0.04% 99.18% 0.82% 81.19% Ordinary resolution number 2.6: Andries Brink Shares Voted Abstained For Against 259 341 402 2.94% 99.15% 0.85% 78.29% Ordinary resolution number 3: Appointment of external auditor Shares Voted Abstained For Against 268 950 515 0.04% 99.97% 0.03% 81.19% Ordinary resolution number 4: Election of Audit Committee members (by separate resolutions) Ordinary resolution number 4.1: Andries Brink Shares Voted Abstained For Against 257 227 383 3.57% 99.96% 0.04% 77.66% Ordinary resolution number 4.2: Dr Azar Jammine Shares Voted Abstained For Against 257 310 615 3.55% 99.96% 0.04% 77.68% Ordinary resolution number 4.3: Max Nyanteh Shares Voted Abstained For Against 257 216 363 3.58% 99.96% 0.04% 77.65% * Ordinary resolution number 5.1 : Endorsement of York’s remuneration policy Shares Voted Abstained For Against 269 044 767 0.01% 17.12% 82.88% 81.22% * Ordinary resolution number 5.2 : Endorsement of York’s remuneration implementation report Shares Voted Abstained For Against 269 036 267 0.01% 17.12% 82.88% 81.22% *As a result of more than 25% of the votes cast against non-binding ordinary resolutions number 5.1 and 5.2, York invites those Shareholders who voted against either of these resolutions to engage with the Company. Further details of the method of engagement are set out at the end of this announcement. Ordinary resolution number 6: General authority to issue shares for cash Shares Voted Abstained For Against 268 940 515 0.04% 70.83% 29.17% 81.19% Ordinary resolution number 7**: Placing authorised but unissued shares under the control of the Board Shares Voted Abstained For Against 268 940 515 0.04% 69.34% 30.66% 81.19% ** A modification to ordinary resolution number 7 was tabled at the AGM prior to proposing the resolution. In terms of the modification, the Board will have control of the authorised but unissued shares of York, subject to a limit of 10% of the issued ordinary share capital of the Company (excluding treasury shares), representing not more than 31 604 801 ordinary shares in the issued ordinary share capital of the Company. Special resolution number 1: General authority to acquire (repurchase) shares Shares Voted Abstained For Against 268 950 515 0.04% 78.54% 21.46% 81.19% Special resolution number 2: Financial assistance in terms of sections 44 and 45 of the Companies Act Shares Voted Abstained For Against 268 929 495 0.04% 99.97% 0.03% 81.19% Notes - Percentages of shares voted are calculated in relation to the total issued share capital of York. - Percentages of shares for and against are calculated in relation to the total number of shares voted for each resolution. - Abstentions are calculated as a percentage in relation to the total issued share capital of York. Details of engagement with shareholders As required in terms of the King IV Report on Corporate Governance for South Africa, 2016 and paragraph 3.84(k) of the JSE Limited Listings Requirements, York invites those Shareholders who voted against non-binding ordinary resolutions number 5.1 and 5.2 (“Dissenting Shareholders”) to engage with the Company regarding their views on York’s remuneration policy and remuneration implementation report. Dissenting Shareholders may forward their concerns / questions regarding York’s remuneration policy and the implementation thereof to the company secretary via email at shsieh@york.co.za by 4pm on Friday, 8 November 2019. Following receipt of written communication by the company secretary, such Dissenting Shareholders will be informed of the date and time to attend a meeting (and for those who are unable to attend, participate via teleconference) with the Chairman of the Remuneration Committee, Dr Azar Jammine (“Meeting”), to discuss the concerns / questions raised. The venue of the Meeting and dial-in details will also be communicated to Dissenting Shareholders who have forwarded their concerns / questions to the company secretary. Sabie, Mpumalanga 7 November 2019 Sponsor One Capital Date: 07/11/2019 11:00:00 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.