NOTICE Of ANNUAL GENERAL MEETING

Notice is hereby given that the 28 annual general meeting of shareholders of Wilson Bayly Holmes-Ovcon Limited (“the company”) will be held in the board room, ground floor, 53 Andries Street, Wynberg, Sandton at 11:00 on Wednesday 27 October 2010 for the following purposes:

1. ORDINARY BUSINESS
   
 
1.1 To receive and adopt the financial statements and reports of the directors and auditors of the company for the year ended 30 June 2010.
1.2

In accordance with the provisions of the company’s articles of association.

To re-elect Messrs MS Wylie, MW McCulloch and JM Ngobeni as directors by way of separate resolutions, who retire by rotation and being eligible, offer themselves for re-election.

A brief CV of these directors are set out on page 12.

   
  1.2.1

Ordinary resolution 2
“Resolved that Mr MS Wylie who retires in terms of the company’s articles of association and is eligible and available for election, be and is hereby re-elected as a director of the company.”

     
  1.2.2

Ordinary resolution 3
“Resolved that Mr MW McCulloch who retires in terms of the company’s articles of association and is eligible and available for election, be and is hereby re-elected as a director of the company.”

     
  1.2.3 Ordinary resolution 4
“Resolved that Mr JM Ngobeni who retires in terms of the company’s articles of association and is eligible and available for election, be and is hereby re-elected as a director of the company.”
   
1.3 Fees.
   
  1.3.1

Ordinary resolution 5
“Resolved that the fees payable to the non-executive directors for 2010 remain in place for the second year with the exception of the chairman of the audit committee in relation to the additional responsibilities in line with the King II Report.”

For 2009 the fee for the audit chairperson was R100 000 per annum and the increase to R180 000 was effective 1 January 2010 for further approval by the shareholders.

   
1.4 To reappoint BDO South Africa Incorporated as external auditors and to authorise the directors to determine their fee for the past audit.
   
  1.4.1

Ordinary resolution 6
“Resolved that BDO South Africa Incorporated be reappointed as the external auditors of the company until the next annual general meeting and that their fee for the past audit be determined by the directors.”

It is noted that the individual registered auditor who will undertake the audit during the financial year ending 30 June 2010 is Mr S Shaw.

   
1.5 To re-elect the audit committee.
   
  1.5.1 Ordinary resolution 7
The following members of the audit committee:
   
   
Ms NNA Matyumza*   Chairman
Ms NS Mjoli-Mncube*   Member
Mr JM Ngobeni*   Member
Mr MW McCulloch**   Member
     
* independent    
** not independent    
   
1.6 To review the audit committee report.
   
1.7 General authority for directors to issue shares
   
  1.7.1 Ordinary resolution 8
“Resolved that after providing for the shares reserved for the purpose of the company’s share scheme, the balance of unissued ordinary shares be placed under the control of the directors, who are hereby authorized to allot and issue these shares at such times and on such terms as they may decide, subject to The Listing Requirements of the JSE and provided that any shares issued in terms of this authority shall not exceed 10% of the company’s issued share capital prior to such issue.”
   
2. SPECIAL BUSINESS
  To consider and, if deemed fit, to pass, with or without modification, the following resolution as a special resolution:
   
 
2.1 Special resolution 1
“RESOLVED that the directors be and are hereby authorized to approve and implement the repurchase by the company (or a subsidiary of the company), of ordinary shares issued by way of a general authority, which shall only be valid until the company’s next annual general meeting, unless it is then renewed, provided that it shall not extend beyond 15 (fifteen) months from the date of the passing of the special resolution, whichever period is the shorter, in terms of the Companies Act 1973, and the rules and requirements of the JSE Limited (JSE) which provide, inter alia, that the company may only make a general repurchase of its ordinary shares subject to:
   
  the repurchase being implemented through the order book operated by the JSE trading system, without prior understanding or arrangement between the company and the counterparty;
   
  the company being authorised thereto by its articles of association;
   
  repurchases not being made at a price greater than 10% (ten percent) above the weighted average of the market value of the ordinary shares for the 5 (five) business days immediately preceding the date on which the transaction was effected;
   
  an announcement being published as soon as the company has repurchased ordinary shares constituting, on a cumulative basis, 3% (three percent) of the initial number of ordinary shares, and for each 3% (three percent) in aggregate of the initial number of ordinary shares repurchased thereafter, containing full details of such repurchase;
   
  repurchases not exceeding 20% (twenty percent) in aggregate of the company’s issued ordinary share capital in any one financial year;
   
  repurchases by a subsidiary up to a maximum of 10% (ten percent) of the number of issued ordinary shares of the company;
   
  the company’s sponsor confirming the adequacy of the company’s working capital for purposes of undertaking the repurchase of ordinary shares in writing to the JSE upon entering the market to proceed with the repurchase;
   
  the company remaining in compliance with paragraphs 3.37 to 3.41 of the JSE Listings Requirements concerning shareholder spread after such repurchase;
   
  the company and/or its subsidiaries not repurchasing securities during a prohibited period as defined in paragraph 3.67 of the JSE Listings Requirements, unless it has in place a repurchase programme where the dates and quantities of securities to be traded during the relevant period are fixed and full details of the programme have been disclosed in an announcement published on SENS prior to the commencement of the prohibited period; and
   
  the company only appointing one agent to effect any repurchases on its behalf.”
   
  The directors, having considered the effects of the repurchase of the maximum number of ordinary shares in terms of the aforegoing general authority, are of the opinion that for a period of 12 (twelve) months after the date of the notice of the annual general meeting:
   
  the company and the group will be able, in the ordinary course of business, to pay its debts;
   
  the working capital of the company and the group will be adequate for ordinary business purposes;
   
  the assets of the company and the group, fairly valued in accordance with generally accepted accounting practice, will exceed the liabilities of the company and the group; and
   
  the company’s and the group’s ordinary share capital and reserves will be adequate for ordinary business purposes.
   
  The following additional information, is provided in terms of the JSE Listings Requirements for purposes of this general authority:
   
  Directors and management– pages 12 and 16
   
  Responsibility statement – page 75
   
  Major shareholders – page 26
   
  Directors’ interest in ordinary shares – page 1
   
  Share capital of the company– page 100
   
  Litigation statement
The directors whose names appear on pages 12 of the annual report, are not aware of any legal or arbitration proceedings, including proceedings that are pending or threatened, that may have or have had in the recent past, being at least the previous 12 (twelve) months, a material effect on the group’s financial position.
   
  Material changes
Other than the facts and developments reported on in the annual report, there have been no material changes in the affairs or financial position of the company and its subsidiaries since the date of signature of the audit report and up to the date of this notice.
   
 

Opinion of the directors
The directors have no specific intention, at present, for the company to repurchase any of its shares but consider that such a general authority should be put in place should an opportunity present itself to do so during the year which is in the best interests of the company and its shareholders.

The reason for and effect of the special resolution is to grant the directors of the company a general authority in terms of the Companies Act 1973 and the JSE Listings Requirements for the repurchase by the company (or by a subsidiary of the company) of the company’s ordinary shares.


3. TO TRANSACT SUCH OTHER BUSINESS AS MAY BE TRANSACTED AT AN ANNUAL GENERAL MEETING.
   
 

Voting instructions
A member registered as such (either as the holder of shares in certificated form and whose name is reflected in the register of company members, or as the holder of shares in dematerialised form and whose name is reflected in a sub-register maintained by a CSDP) is entitled to appoint one or more proxies to attend, speak and, on a poll, vote in his/her stead should he/she be unable to attend the annual general meeting, but wishes to be represented thereat.

A proxy need not be a member of the company. Proxy forms should be forwarded to reach the office of the Transfer Secretaries, Computershare Investor Services (Proprietary) Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) at least 48 hours before the commencement of the meeting.

Shareholders who have dematerialised their shares in the company such that their holdings are no longer recorded in their own names should arrange with their CSDP or broker for the necessary authority to attend the annual general meeting. Should they be unable, or do not wish to attend but wish to be represented at the meeting, they should provide their CSDP or broker with their voting instructions in terms of the agreements entered into between the shareholder and CSDP or broker concerned.

By order of the board

Mrs S Vally-Kara
Company secretary

23 September 2010