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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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

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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TRADING STATEMENT IN RESPECT OF THE YEAR ENDED 30 JUNE 2020 TAKING COGNIZANCE OF THE EFFECT OF COVID-19 AND THE COMPLETION OF THE WESTERN ROADS UPGRADE (WRU) PROJECT

Governments around the world have announced wide-spread measures to contain the outbreak of the Covid-19 pandemic. Due
to the Group’s geographic diversity, these measures have affected operations within each country to varying degrees and severity
at different times.
WBHO continues to work closely with all stakeholders to ensure our industry operates safely under Covid-19 and in compliance
with particular government recommendations. The health and safety of our employees is non-negotiable and the group’s senior
management has worked tirelessly to ensure operational projects remain safe. All divisions were, and are, ready to safely
recommence work.

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RESPONSE TO RECEIPT OF UNSOLICITED, INDICATIVE, NON-BINDING PROPOSAL FOR PROBUILD

Wilson Bayly Holmes-Ovcon Limited (“WBHO” or “the Company”) confirms that, from time to time, it
receives unsolicited approaches for Probuild ranging from strategic alliances and partnerships to
acquisition interest in the business. This includes a number of recent approaches. WBHO also confirms
that it has received an unsolicited, indicative, non-binding and conditional proposal from a major
international construction and civil services company to acquire WBHO’s 88% interest in Probuild

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Director dealing in shares

In compliance with paragraphs 3.63 to 3.74 of the JSE Limited Listings Requirements, Wilson Bayly
Holmes-Ovcon Limited hereby announces the following transactions:

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Acquisition of securities by Old Mutual 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 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 15% of the total issued ordinary shares of the Company.
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