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resolution 8 (General authority to issue shares for cash) which was not passed and ordinary resolution 5.2 which was withdrawn.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Ordinary resolution 5.1 Re-election of Ian Brander 91.91 8.09 0.01 Ordinary resolution 5.2 Re-election of James Brown Withdrawn Ordinary resolution 5.3 Re-election of William Thomson 94.07 5.93 0.01 Ordinary resolution 6 Election of Suleman Badat 97.83 2.17 0.01 Ordinary resolution 7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 Date: 31/05/2018 03:25:00 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.