Report on Annual General Meeting Proceedings WILSON BAYLY HOLMES - OVCON LIMITED (Incorporated in the Republic of South Africa) (Registration number 1982/011014/06) Share code: WBO ISIN: ZAE000009932 (“the company”) REPORT ON ANNUAL GENERAL MEETING PROCEEDINGS Wilson Bayly Holmes Ovcon-Limited shareholders are advised that at the Annual General Meeting of shareholders held on Wednesday, 20 November 2019, all the ordinary and special resolutions as proposed in the Notice of the Annual General Meeting were approved by the requisite majority of members. In this regard, WBHO confirms the voting statistics from the AGM as follows: % Number Total Number of shares that could be voted at the meeting 100% 59 890 514 Total number of shares present/represented including proxies at 77.89% 46 646 342 meeting Total number of members present 12 Votes In % Votes % Abstentions favour against Ordinary resolution number 1 33 471 463 71.81% 13 142 522 28.19% 32 357 Re: Appointment of the auditors Ordinary resolution number 2.1 45 958 421 98.55% 674 035 1.45% 13 886 Re-election of Ms KM Forbay as a director Ordinary resolution number 2.2 43 440 468 93.16% 3 191 988 6.84% 13 886 Re-election of Ms NS Maziya as a director Ordinary resolution number 2.3 44 899 875 96.28% 1 732 582 3.72% 13 885 Re-election of Mr AJ Bester as a director Ordinary resolution number 3.1 44 504 595 95.48% 2 109 190 4.52% 32 557 Appointment of Mr AJ Bester as Audit committee member Ordinary resolution number 3.2 45 554 631 97.69% 1 077 825 2.31% 13 886 Appointment of RW Gardiner as Audit committee member Ordinary resolution number 3.3 39 204 347 84.07% 7 428 109 15.93% 13 886 Appointment of Ms SN Maziya as Audit committee member Ordinary resolution number 3.4 45 572 573 97.73% 1 059 883 2.27% 13 886 Appointment of Ms Forbay as Audit committee member Ordinary resolution number 4 43 600 952 93.50% 3 031 505 6.50% 13 885 Endorsement of remuneration policy Ordinary resolution number 5 43 560 202 93.41% 3 072 255 6.59% 13 885 Endorsement of remuneration Policy and Implementation report Ordinary resolution number 6 35 584 439 76.31% 11 048 217 23.69% 13 686 Placing unissued shares under the control of the directors Ordinary resolution number 7 46 177 107 99.02% 455 549 0.98% 13 686 Directors’ authority to implement special and ordinary resolutions Special resolution number 1 45 066 683 96.64% 1 565 973 3.36% 13 686 Approval of directors’ fees for 2019/2020 financial year Special resolution number 2 43 878 383 94.09% 2 754 274 5.91% 13 685 Authority to provide financial assistance in terms of section 44 and 45 of the Act. Special resolution number 3 46 109 596 99.08% 428 567 0.92% 108 179 General approval to repurchase company Shares Johannesburg 20 November 2019 Sponsor Investec Bank Limited Date: 20/11/2019 04:02:00 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.