ACQUISITION OF SECURITIES BY PUBLIC INVESTMENT CORPORATION SOC LIMITED (“PIC”)

In accordance with section 122(3)(b) of the Companies Act, 71 of 2008 (“the Act”), and
section 3.83(b) of the JSE Listing Requirements, shareholders are advised that Wilson
Bayly Holmes-Ovcon Limited has received formal notification that PIC, have, acquired an
interest in the ordinary shares of the Company, such that the total interest in the ordinary
shares of the Company held by PIC now amounts to 25.069% of the total issued ordinary
shares of the Company.

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RETIREMENT OF CURRENT COMPANY SECRETARY AND APPOINTMENT OF A NEW COMPANY SECRETARY

Shareholders are advised that Shereen Vally-Kara will retire as company secretary of the Company,
with effect from 31 March 2021 and Donna Msiska has been appointed company secretary of the
Company with effect from 1 April 2021.

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DIRECTORS DEALINGS – VESTING OF THE 2017 ALLOCATION OF THE WBHO SHARE PLAN

As was disclosed in the 2020 Integrated Report, the 2017 allocation of performance shares vested at approximately 150% of the allocation. These shares vested on 11 March 2021 and were transferred off-market to the affected executives. The interests in these transactions will be directly and beneficially held by the respective executives.
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DEALING IN SECURITIES BY A PRESCRIBED OFFICER

In compliance with paragraphs 3.63 to 3.74 of the JSE Listing Requirements, WBHO hereby
announces the following transaction:
Name of prescribed officer: EA Mashishi
Date of transaction: 4 March 2021
Number of securities: 5 000
Price per share R 99.85
Total value of transaction: R 499 250.00
Class of shares: Ordinary shares
Nature and extent of interest: Sale of shares “on market” as a direct beneficiary

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TRADING STATEMENT IN RESPECT OF THE SIX MONTHS ENDED 31 DECEMBER 2020

Shareholders are referred to the Business Update and Trading Statement in respect of the six months ended 31 December 2020
which was released on SENS on 17 February 2021 and are now advised that when compared to the earnings per share (“EPS”) of
412 cents per share and headline earnings per share (“HEPS”) of 411 cents per share for the half year ended 31 December 2019,
the EPS and HEPS of the Company for the period ended 31 December 2020 are now expected to be lower by at least 92% and 80%
respectively, equating to 32 cents and 81 cents, respectively. The reason for the slight improvement is as a result of finalising the
tax charge for the period.
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BUSINESS UPDATE AND TRADING STATEMENT IN RESPECT OF THE SIX MONTHS ENDED 31 DECEMBER 2020

WBHO’s operations in Africa and the United Kingdom produced solid results over the first six months of the financial year
amidst a challenging environment. The Group will return to operating profitability even though it has been negatively
affected by further previously unidentified costs to complete the WRU project.

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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, 10 February 2021, all the ordinary and special
resolutions as proposed in the Notice of the Annual General Meeting were approved by the
requisite majority of members.

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Acquisition of securities by Old Mutual Limited (“Old Mutual”)

In accordance with section 122(3)(b) of the Companies Act, 71 of 2008 (“the Act”), and section 3.83(b) of the JSE Listing Requirements, shareholders are advised that Wilson Bayly Holmes-Ovcon Limited has received formal notification that Old Mutual, have, acquired an interest in the ordinary shares of the Company, such that the total interest in the ordinary shares of the Company held by Old Mutual now amounts to 20.17% of the total issued ordinary shares of the Company.

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WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT

Further to the renewal of Cautionary Announcement released on SENS on 9 December 2020 and Cautionary
Announcement released on SENS on 28 October 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”).

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Renewal of cautionary announcement

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

RENEWAL OF CAUTIONARY ANNOUNCEMENT
Further to the cautionary announcement released on SENS on 28 October 2020, in respect of 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”). Shareholders are advised that negotiations are still in progress in respect of the Proposed Transaction which, if successfully concluded may have a material effect on the price of the Company’s securities.
Accordingly, shareholders are advised to continue exercising caution when dealing in the Company’s securities until a full announcement is made.
Johannesburg
9 December 2020
Sponsor: Investec Bank Limited

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