DIRECTORS DEALINGS – TRADING OF WBHO ORDINARY SHARES

Subsequent to the vesting of the 2017 allocation of Performance Shares, the following directors sold vested shares through on-market trades. The nature of all the trades are direct beneficial.

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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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UNAUDITED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 31 DECEMBER 2020

FINANCIAL HIGHLIGHTS:
The Group’s operations in Africa and the United Kingdom once again produced solid results over
the first six months of the financial year amidst a challenging environment. Despite further losses incurred within the infrastructure business in Australia, both the Australian building operations and the wider Group returned to profitability.

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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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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

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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