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WIL: WILDERNESS HOLDINGS LIMITED - Minutes of the Annual General Meeting
12 Oct 2017

WIL: WILDERNESS HOLDINGS LIMITED - Minutes of the Annual General Meeting
Minutes of the Annual General Meeting

Wilderness Holdings Limited
(Registration number 2004/2986)
(Registered as an external company in South Africa Registration number 2009/022894/10)
ISIN: BW0000000868
Share code: WIL
("Wilderness" or "the Company")


WILDERNESS HOLDINGS LIMITED

MINUTES OF THE EIGHTH ANNUAL GENERAL MEETING OF MEMBERS HELD AT DELOITTE HOUSE,
PLOT 64518, FAIRGROUNDS OFFICE PARK, GABORONE, BOTSWANA ON WEDNESDAY, 30 AUGUST
2017 AT 09h30


The minutes of the Annual General Meeting are set out below and are published in accordance with the
requirements of the Botswana Stock Exchange:


         PRESENT:                   P Tafa (Chairman) - Chairing
                                    D de la Harpe (Commercial Director - Co Chair)
                                    A Azoulay (CFO)
                                    U Wilgenbus (Group Legal Counsel)

                                    Members in person or by proxy representing 87.5% of the issued
                                    shares

        APOLOGIES:                 K Vincent (CEO)
                                   M Tollman (I-NED)
                                   G Tollman (NED)
                                   C Vinsonneau {NED)
                                   R Marnitz (I-NED)
                                   M McCulloch (NED)
                                   J Hunt (I-NED)
                                   M ter Haar {I-NED)
                                   J Zeitz (I-NED)

        IN ATTENDANCE:             L. Alexander (Group Company Secretary)

        NOTICE & QUORUM:           Due notice having been given, and the necessary quorum being
                                   present, the Chairman declared the meeting duly constituted.

The Chairman welcomed all those present to the eighth annual general meeting ("meeting")
and stated that he would preside over the meeting together with Derek de la Harpe as
Commercial Director (Co-chair) and where necessary, Lu-Anne Alexander as Group Company
Secretary.

The Chairman advised that the minutes of the AGM that was held on the 30 August 2016 were
distributed at the door, and proposed that they be taken as read. There were no objections.

The Co-chair advised the members present that, in terms of article 26.4.4 of the Company's
Constitution, the Chairman may demand a poll on each of the motions that would be laid
before the meeting in order to more accurately reflect the sentiments of shareholders present
in person or by proxy and as such a polI would be exercised at this meeting. The Co-chair
instructed that the secretaries would manage the voting procedures. The Co-chair further
stated that a significant number of the proxy and voting forms had been received and
indicated that due to the intricacy involved in collating and checking the results, the company
would publish the results after the meeting. It was confirmed with members present that all had
already cast their votes and that no additional votes would be cast during the meeting· and that
no additional ballot sheets would be submitted at the end of the meeting.

1. PRESENTATION OF ANNUAL FINANCIAL STATEMENTS AND REPORT

   The Chairman advised that this motion required members to approve the audited financial
   statements, together with the Annual Report and Auditors' Report for the year ended 28
   February 2017. He indicated that a copy of the annual financial statements is tabled before
   this meeting and requested the financial statements be approved and adopted.

   The motion was proposed and seconded.
                   
   The Chairman then invited questions and comments from the floor. No questions were asked
   nor comments made.


2. DIVIDEND

   It was noted that a dividend for the year ended 28 February 2017, of 16.5 thebe per share,
   was declared on 24 May 2017 and paid on 26 June 2017.

RESOLUTIONS

3. SPECIAL RESOLUTION: AMENDMENT OF CLAUSE 13 OF THE CONSTITUTION OF THE COMPANY

   The Chairman requested the meeting defer the special resolution to amend Clause 13 of the
   Company's Constitution pending discussions and negotiations ongoing between the major
   shareholder and the Chairman. The Chairman indicated that no conclusion had been
   reached regarding the negotiations and therefore by consent of the meeting, requested
   that the special resolution be deferred until further notice. The Chairman requested that Mr
   Sipho Ziga, who was present as proxy on behalf of the major shareholder, confirm this
   understanding.Mr Sipho Ziga confirmed this understanding.

   The meeting consented.

4. ORDINARY RESOLUTION NO 1: RE-ELECTION OF DIRECTORS

   The Chairman reported that, in terms of article 18.2.1 of the Company's Constitution, which
   requires that at least one third of the directors retire by rotation from the board at the
   annual general meeting, John Hunt, Marcus ter Haar and Michael Tollman retire from the
   Board and, being eligible, have offered themselves for re-election. The Co-chair
   confirmed that CVs of each director offering themselves for re-election were contained in
   the Annual Report.


    4.1   The Chairman requested a proposal that·John Hunt be re-elected as a director.


          The motion was proposed and seconded and there were no questions.


    4.2   The Chairman requested a proposal that Marcus ter Haar be re-elected as a director.


          The motion was proposed and seconded and there were no questions.


    4.3   The Chairman requested a proposal that Michael Tollman be re-elected as a director.


          The motion was proposed and seconded and there were no questions.


5. ORDINARY RESOLUTION NO 2: TO RE-ELECT THE MEMBERS OF THE AUDIT COMMITTEE

   The Chairman reported that the Company had adopted the principles of King Ill and
   therefore the Audit Committee members were required to be appointed by the
   shareholders each year. The Chairman stated that the Audit Committee members
   appointed at this meeting shall hold office until the next Annual General Meeting and then
   shall be eligible for re-election.

   5.1    The Chairman requested a proposal that Malcolm McCulloch be re-elected as an
          Audit Committee member until the next annual general meeting.

          The motion was proposed and seconded and there were no questions.

   5.2    The Chairman requested a proposal that Marcus ter Haar be re-elected as an
          Audit Committee member until the next annual general meeting.

          The motion was proposed and seconded and there were no questions.

   5.3    The Chairman requested a proposal that Michael Tollman be re-elected as an
          Audit Committee member until the next annual general meeting.

          The motion was proposed and seconded and there were no questions.

  6. ORDINARY RESOLUTION NO 3: RE-APPOINTMENT OF EXTERNAL AUDITORS

     The Chairman advised that the auditors are required to be re-appointed at the annual general
     meeting each year. The Chairman noted that Deloitte and Touche are the company's auditors
     and added that that individual registered auditors, Mr Freddie Els and Ms Carmeni Naidoo
     would be undertaking the audit for the financial year ending 28 February 2018. The Chairman
     requested a proposal that Deloitte and Touche be re-appointed as Auditors of the Company.

     The motion was proposed and seconded and there were no questions.

  7. ORDINARY RESOLUTION NO 4: REMUNERATION OF THE EXTERNAL AUDITORS

     The Chairman highlighted the Report of the Audit Committee on page 110 of the Annual report
     sets out the activities carried out by external auditors for the year ending 28 February 2017.
     Members' approval was sought for the Audit Committee to determine the remuneration of the
     external auditors and the auditors' terms of reference for the ensuing year.

     The motion was proposed and seconded and there were no questions. .

  8. ORDINARY RESOLUTION NO 5: REMUNERATION OF NON-EXECUTIVE DIRECTORS

      The Chairman recused himself and requested the Co-chair to take over the agenda item as,
      as the Chairman, had an interest in the matter as a non-execuitve director.

      The Co-chair advised that in accordance with the Companies Act and Article 20.4 of the
      Company's Constitution the remuneration of non-executive directors for the financial
      year ending 29 February 2017 is required to be approved in the annual general meeting.

      The Co-chair proposed that the fees payable to the Chairman and non-executive directors
      for their services to the Board and Committees of the Board be approved as detailed under
      Ordinary Resolution No. 5 and set out in the Notice of Annual General Meeting:

                                                                                       BWP480 000
       o   Chairman of the Board
                                                                                       BWP200 000
       o   Deputy Chairman
                                                                                       BWP100 000
       o   Non-executive directors
                                                                                        BWP5O 000
       o   Chairman of the Audit Committee
                                                                                        BWP50 000
       o   Chairman of the Investment Committee
                                                                                        BWP50 000
       o   Chairman of the Remuneration and Nomination Committee
                                                                                        BWP50 000
       o   Chairman of the Risk Committee
                                                                                        BWP5O 000
       o   Chairman of the Sustainability Committee
                                                                                        BWP50 000
       o   Chairman of the Safety Review Board


   The motion was proposed and seconded and there were no questions.


   The Chairman requested the Co-chair to continue with the proceedings.


9. SPECIAL BUSINESS: ORDINARY RESOLUTION NO 7: AUTHORITY TO RE-PURCHASE / BUYBACK SHARES

   The Co-chair reminded the meeting that the motion was deferred until further notice as
   consented to by the meeting earlier under agenda item 3.

10.   ADVISORY ENDORSEMENT OF THE REMUNERATION PHILOSOPHY

      The Co-chair advised that, in accordance with the recommendations of King Ill, and as
      reflected in the company's annual report, the members are required to endorse the
      Company's remuneration philosophy through a non-binding advisory vote.

      The motion was proposed and seconded and there were no questions.

11. GENERAL BUSINESS

      No items were discussed under general business.


12. CLOSURE

      The Co-chair thanked all members present for their attendance and indicated once
      more that the results of votes would be verified by the secretaries and published in due
      course. The Co-chair further stated that the company already received proxy votes in
      excess of 80% of the issued capital but it was necessary to make sure that all votes were
      collated accurately and verified by the secretaries and as such would be published later
      in the day or the next day.

      The Co-chair closed the meeting at 1Oh05.

      Confirmed this on this 25th day of September 2017

Date: 12/10/2017 03:09:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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