Report of 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
(“WBHO” or “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, 11 November 2015, 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:

Download the full release

Macquarie Group Limited: CEO construction conference

MACQUARIE GROUP LIMITED (“MACQUARIE ”): CEO CONSTRUCTION CONFERENCE

Shareholders are advised that Macquarie is hosting a CEO Construction Conference on Wednesday, 28 October 2015 at which the Company’s management will be submitting a presentation. The presentation will be made available on the Company’s website at www.wbho.co.za.

Johannesburg
28 October 2015
Sponsor: Investec Bank Limited

Dealing in securities by a director

WBO – Wilson Bayly Holmes – Ovcon Ltd – Sale of Shares
Wilson Bayly Holmes – Ovcon Ltd
(Incorporated in the Republic of South Africa)
(Registration number 1982/011014/06)
Share code: WBO ISIN: ZAE000009932

DEALING IN SECURITIES BY DIRECTOR

In compliance with Rules 3.63 – 3.65 of the JSE Listing Requirements, the following information is disclosed:

Download the full release

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 2015, including summarised consolidated financial statements for the same period, is available on the company’s website at www.wbho.co.za, with effect from Wednesday, 15 October 2015.

NO CHANGE STATEMENT
The summarised consolidated financial statements included in the Integrated report contain no changes or modifications to the audited summarised consolidated financial statements for the year ended 30 June 2015 published on SENS on 31 August 2015 and posted to shareholders on 3 September 2015.

The audited summarised consolidated financial statements for the year ended 30 June 2015 are an extract of the full audited consolidated financial statements which have been audited by BDO South Africa Incorporated and their unmodified report is available for inspection at the company’s registered office.
The full audited consolidated financial statements for the year ended 30 June 2015 are also available on the company’s website.

NOTICE OF ANNUAL GENERAL MEETING
The 33rd annual general meeting of Wilson Bayly Holmes-Ovcon Limited will be held at 53 Andries Street, Wynberg, Sandton on Wednesday 11 November 2015 at 11h00 for the purpose of conducting the business as stated in the Notice of Annual General Meeting in the 2015 abridged financial statements.

The record date for shareholders to be recorded in the register of the Company in order to be able to attend, participate and vote at the annual general meeting is Friday, 6 November 2015 (“voting record date”). Accordingly the last date to trade in order to be registered in the Company’s register of shareholders is Friday, 30 October 2015. Forms of proxy must be lodged by no later than 11h00 on Tuesday, 10 November 2015.

15 October 2015
Johannesburg

Sponsor: Investec Bank Limited

Audited summary consolidated financial statements for the year ended 30 June 2015

Continuing operations

Performance

Revenue from continuing operations increased by 15% from R25,7b to R29,5b for the year ended 30 June 2015. Growth of 23% from Australia and 21% from the rest of Africa underpinned this performance, however, moderate growth of 3% was also achieved by our local South African businesses.

The 23% decrease in operating profit before non-trading items from R1b to R793m is primarily due to the margin of 0,1% (2014: 2%) achieved in Australia for the year, resulting in a decrease in the overall margin from 4% to 2,7%. Four loss-making projects within the group’s Australian civil businesses, combined with poor trading conditions in general, were the main contributors behind this disappointing performance. The performance of the group’s African based businesses improved marginally from R779m to R783m, where healthy profitability within the Building and civil engineering division largely offset declining margins within the Roads and earthworks division.

The results included under Property developments represent the transfer of the remaining stands at the Simbithi Eco-Estate near the King Shaka International Airport in KZN.

Download the full release

Trading statement

The directors of Wilson Bayly Holmes-Ovcon Ltd hereby advise shareholders that, in respect of the consolidated results for the year ended 30 June 2015, earnings per share and headline earnings per share are expected to vary by the percentages and amounts included in the table below:-

Download the full release

Business update

The directors of WBHO wish to advise shareholders of developments within the company in the second half of the financial year ending 30 June 2015.

Download the full release

Acquisition of securities by clients of Allan Gray Proprietary Limited (“Allan Gray”)

Wilson Bayly Holmes-Ovcon Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1982/011014/06)
Share code: WBO
ISIN: ZAE000009932

Acquisition of securities by clients of Allan Gray Proprietary Limited (“Allan Gray”)

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 clients of Allan Gray, have, in aggregate, acquired an interest in the ordinary shares of the Company, such that the total interest in the ordinary shares of the Company held by Allan Gray’s clients now amounts to 10.4119% of the total issued ordinary shares of the Company.

Wilson Bayly Holmes-Ovcon Limited hereby confirms that it has received the required notice from Allan Gray in terms of Section 122(1) of the Act. As required in terms of section 122(3) (a) of the Act, Wilson Bayly Holmes- Ovcon Limited has filed the required notice with the Takeover Regulation Panel.

Sponsor: Investec Bank Limited

Johannesburg
18 March 2015

Granting of rights

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”)

GRANTING OF RIGHTS TO PARTICIPATE IN THE 2013 WBHO SHARE PLAN APPROVED BY SHAREHOLDERS AT THE ANNUAL GENERAL MEETING IN NOVEMBER 2014
Executive Directors, Prescribed Officers and the Company Secretary have been granted rights to participate in the Company’s share incentive plan as follows:

Download the full release

Unaudited interim summary consolidated financial statements for the six months ended 31 December 2014

FINANCIAL REVIEW
Continuing operations

Revenue from continuing operations increased by 11% to R14,7 billion supported by moderate growth across all the group‟s business segments. The 9% growth achieved by the Building and civil engineering division continues to reflect the strength within local building markets. The Roads and earthworks division grew by 13%.

In Australia, revenue in dollar terms increased by 6%, consisting of an 18% increase in revenue from the building divisions being partially offset by a 39% decline in revenues from the civil businesses. In rand terms Australian revenue increased by
12%.

Revenue in respect of the continuing operations within the Construction materials segment, namely the reinforcing and ready-mix businesses, also achieved growth of 12%. In aggregate, operating profit from continuing operations before non-trading items decreased by 26% to R397 million, at a margin of 2,7%, compared to R535 million (restated to exclude the losses from discontinued operations) at a margin of 4,1% in the comparative period. The predominant reason behind the decrease in the overall margin for the current period relates to losses incurred within both Australian civil businesses as a result of three material loss-making contracts together with a particularly subdued market.

The margin of 4,4% achieved by the Building and civil engineering division is in line with that of the prior period, while the Roads and earthworks margin continues to decline (7,1% at December FY15 compared to 8,8% at December FY14) due to competitive conditions across all markets and an under-performing project in Botswana. The margin of 2,5% achieved from continuing operations within the construction materials segments shows some improvement from the 1,1% achieved at 30 June 2014 but remains lower than the 3% achieved in the comparative period.

Download the full release