AVAILABILITY OF THE INTEGRATED REPORT, NO CHANGE STATEMENT AND NOTICE OF ANNUAL GENERAL MEETING

WILSON BAYLY HOLMES – OVCON LIMITED (Incorporated in the Republic of South Africa) (Registration number 1982/011014/06)
Share code: WBO
ISIN: ZAE000009932
(“the Company”)

AVAILABILITY OF THE INTEGRATED REPORT, NO CHANGE STATEMENT AND
NOTICE OF ANNUAL GENERAL MEETING

AVAILABIILITY OF THE INTEGRATED REPORT
Shareholders are advised that the Integrated Report for the year ended 30 June 2020 is available on the company’s website at www.wbho.co.za, with effect from Monday, 18 January 2020.

NO CHANGE STATEMENT
The financial information included in the Integrated Report has been extracted from the full audited consolidated financial statements for the year ended 30 June 2020 published on
17 November 2020, or from a previous year’s audited consolidated financial statements where indicated. There have been no changes to the audited consolidated financial statements for the year ended 30 June 2020 since being published.

IMPACT OF COVID-19 ON THE AGM
As a consequence of the impact of the COVID-19 pandemic, limitations have been placed on public gatherings under the Disaster Management Act, 57 of 2002. As a socially responsible corporate citizen, WBHO will now conduct the AGM entirely by way of electronic participation.

NOTICE OF ANNUAL GENERAL MEETING
The 38th annual general meeting of Wilson Bayly Holmes-Ovcon Limited will be held by way of electronic participation on Wednesday 10 February 2021 at 11h00.
Shareholders are referred to the Notice of Annual General Meeting, which forms part of the Integrated report and is available on the Company’s website.
In order for shareholders to attend, participate and vote at the virtual annual general meeting, the record date to be recorded in the register of the Company is Friday, 5 February 2020, the voting record date.
Accordingly, the last date to trade in order to be registered in
the Company’s register of shareholders is Tuesday, 2 February 2020. Forms of proxy must be lodged by no later than 11h00 on Tuesday, 9 February 2020.

18 January 2021
Johannesburg
Sponsor: Investec Bank Limited

Confirmation of date of distribution of integrated annual report and notice of annual general meeting

WILSON BAYLY HOLMES – OVCON LIMITED Building and civil engineering contractors
(Registration no. 1982/011014/06)
ISIN No: ZAE 000009932
Share code: WBO
(“WBHO”, “the Group” or “the Company”)

Further to the audited consolidated financial statements for the financial year ended 30 June 2020 released on SENS on Tuesday, 17 November 2020, shareholders are advised that the integrated annual report and notice of annual general meeting will be made available on 18 January 2021.
The audited consolidated financial statements for the financial year ended 30 June 2020 and the independent auditor’s report thereon are available on the company’s website at www.wbho.co.za

By order of the board

Johannesburg
5 January 2021

Sponsor: Investec Bank Limited

UPDATE REGARDING POTENTIAL PROBUILD TRANSACTION AND CAUTIONARY ANNOUNCEMENT

Wilson Bayly Holmes-Ovcon (“WBHO” or “the Company”) refers to its announcement released on the Stock Exchange News Service (“SENS”) on 3 June 2020 in relation to an unsolicited indicative, non-binding and conditional proposal from a major international construction and civil services company to acquire WBHO’s 88 per cent interest in Probuild (“Proposed Transaction”).

Following a period of discussion, WBHO confirms that the Proposed Transaction is well progressed. Whilst in principle agreement has been reached on the majority of key terms and negotiations are materially advanced, the Proposed Transaction remains subject to finalization and execution of binding transaction documentation and key conditions including counterparty, regulatory and shareholder approvals. Probuild management in Australia have been intimately involved in the Proposed Transaction and are committed to the successful completion of the steps to finalise the Proposed Transaction.

Accordingly, shareholders are advised to exercise caution when dealing in WBHO shares until a further announcement is made.
By order of the board
Johannesburg
28 October 2020
Sponsor: Investec Bank Limited

Unaudited results for the six months ended 31 December 2019

The group delivered mixed results over the period where a solid performance from the African operations (including South Africa) and a strong first half from the United Kingdom (UK) operations were tainted by further losses provided for within the Australian operations.

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Trading update

The directors of WBHO hereby advise shareholders that, in respect of the unaudited consolidated interim results for the period ended 31 December 2019, earnings per share and headline earnings per share are expected to vary by the percentages and amounts included in the table below:-

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AVAILABILITY OF THE INTEGRATED REPORT AND NOTICE OF ANNUAL GENERAL MEETING

Shareholders are advised that the Integrated Report for the year ended 30 June 2019 is available on this website with effect from Tuesday, 29 October 2019.

Download the full report

SUMMARISED AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019, FINAL DIVIDEND ANNOUNCEMENT AND NOTICE OF ANNUAL GENERAL MEETING

The group produced mixed results this year where solid performances from both the African
operations (including South Africa) and United Kingdom (UK) operations were overshadowed by the recognition of a significant provision in respect of anticipated losses on the Western Roads Upgrade (WRU) project in Australia.
– Revenue for the year increased by 16% to R41 billion (2018: R35 billion)
– Earnings per share decreased by 39% to 939 cents per share (2018: 1 534 cents per share)
– Headline earnings per share decreased by 34% to 932 cents per share (2018: 1 415 cents per share)
– Final dividend declared of 190 cents per share resulting in a total dividend for the year of 190 cents per share (2018: 475 cents per share)
– The net asset value amounts to R6.1 billion (2018: R6 billion)

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CHANGES TO THE BOARD AND TRADING STATEMENT

Change in responsibilities and appointment of executive director
Mike Wylie, after 45 years of exemplary service, has indicated that he intends to retire at our Annual General Meeting on the 20th November 2019. His leadership throughout this time has resulted in the continued growth and stability of WBHO.

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Unaudited results for the six months ended 31 December 2018

The group delivered disappointing results over the first six months of the financial year principally due to the recognition of a provision in respect of anticipated future losses on the Western Roads Upgrade (WRU) project (previously referred to as OSAR) in Australia.

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Trading statement

The operating performance of the group over the first six months of the financial year will be negatively affected upon the recognition of a material provision in respect of the anticipated loss to complete the OSAR Western Roads infrastructure project in Australia. The completion of contract anticipated loss is due to the interpretation of the technical specifications within the contract bid design resulting in the underestimation of the physical construction works required under the design and construct contract. The Group is investigating all possible recoveries.

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