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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SUMMARY AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2020

FINANCIAL PERFORMANCE:
The Group results were severely affected this year by the impact of two material loss-making projects
in Australia and the COVID-19 global pandemic.
– Revenue for the year increased by 6% to R43 billion (2019: R41 billion)
– Earnings per share decreased by 200% to a loss per share of 937 cents (2019: earnings of 939 cents per share)
– Headline earnings per share decreased by 199% to a headline loss per share of 923 cents (2019: earnings of 932 cents per share)
– The net asset value amounts to R5,9 billion (2019: R6,1 billion)
– Cash and cash equivalents increased by 28% to R7,6 billion (2019: R6 billion)
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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

TRADING STATEMENT IN RESPECT OF THE YEAR ENDED 30 JUNE 2020

Shareholders are referred to the market update published on SENS on 3 June 2020 in which stakeholders were advised
of the potential impact of COVID-19 and two material loss-making projects in Australia on the performance of the
Group for the financial year ending 30 June 2020.
The directors of WBHO now hereby advise shareholders of the full extent of these events.
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Acquisition of securities by Public Investment Corporation SOC Ltd

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 20.130% of the total issued ordinary shares of the Company.

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Financial results – notification of reliance on the FSCA market notice dated 7 July 2020

Shareholders are referred to the JSE general announcement published on SENS on 8 July 2020 advising the market that the
outbreak of the COVID-19 pandemic and subsequent national lockdown in South Africa has caused significant financial reporting
challenges for issuers.

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