e40b9e01-b890-4ad6-82f1-c499df6c8f9d.pdf

Keaton Energy Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2006/011090/06)

JSE code: KEH

ISIN code: ZAE000117420

('Keaton' or the 'Company')


REPORT ON ANNUAL GENERAL MEETING PROCEEDINGS


Keaton shareholders are advised that at the Annual General Meeting of members held on Friday, 30 October 2015, the ordinary and special resolutions proposed in the Notice of Annual General Meeting were voted on as confirmed in the voting statistics from the Annual General Meeting set out below:


%

Number

Total number of shares that could be voted at meeting

100%

228 262 542

Total number of shares present/represented including proxies at meeting (including shares abstained from voting)

75.54%

172 435 340

Total number of members present

8


Votes in favour

%

Votes against

%

Abstentio ns

% of issued share capital

Passed

/Failed

Ordinary Resolution Number 1

172 386 190

99.97%

-

0%

49 150

0.03%

Passed

Acceptance of Annual

Financial Statements

Ordinary Resolution Number 2.1

172 386 190

99.97%

-

0%

49 150

0.03%

Passed

Re-election of Mr MT

Witteveen as a director

Ordinary Resolution Number 2.2

172 386 190

99.97%

-

0%

49 150

0.03%

Passed

Re-election of Mr HG

Mai as a director

Ordinary Resolution Number 3.1

172 386 190

99.97%

-

0%

49 150

0.03%

Passed

Re-election of Mr LX

Mtumtum as lead independent non- executive director


Ordinary Resolution Number 3.2

172 386 190

99.97%

-

0%

49 150

0.03%

Passed

Re-election of Mr GH

Kemp as a director

Ordinary Resolution Number 3.3

172 386 190

99.97%

-

0%

49 150

0.03%

Passed

Re-election of Mr OP

Sadler as a director

Ordinary Resolution Number 4.1

172 386 190

99.97%

-

0%

49 150

0.03%

Passed

Re-election of Mr LX

Mtumtum as member and chairman of the audit committee

Ordinary Resolution Number 4.2

172 386 190

99.97%

-

0%

49 150

0.03%

Passed

Re-election of Mr GH

Kemp as a member of the audit committee

Ordinary Resolution Number 4.3

172 386 190

99.97%

-

0%

49 150

0.03%

Passed

Re-election of Mr OP

Sadler as a member of the audit committee

Ordinary Resolution Number 5

172 386 190

99.97%

-

0%

49 150

0.03%

Passed

Re-appointment of

KPMG Inc. as external auditors of the company

Ordinary Resolution Number 6

93 909 779

54.46%

78 476

411

45.51%

49 150

0.03%

Passed

Control of authorised

but unissued shares

Ordinary Resolution Number 7

93 909 779

54.46%

78 476

411

45.51%

49 150

0.03%

Failed

General authority to

issue shares for cash

Ordinary Resolution Number 8

93 909 779

54.46%

-

0%

78 525

561

45.54%

Passed

Approval, through a

non-binding advisory


vote, of the group remuneration policy

Special Resolution Number 1

93 909 779

54.46%

78 476

411

45.51%

49 150

0.03%

Failed

Approval of non-

executive directors' remuneration

Special Resolution Number 2

93 909 779

54.46%

-

0%

78 525

561

45.54%

Failed

Financial assistance as

contemplated in section 44 and 45 of the Companies Act

Special Resolution Number 3

93 909 779

54.46%

-

0%

78 525

561

45.54%

Failed

Issuing shares for

purposes of the Keaton Energy Long- Term Performance Incentive Scheme

Special Resolution Number 4

172 386 190

99.97%

-

0%

49 150

0.03%

Passed

Issuing shares for

purposes of the Keaton Energy 2013 Share Plan

Special Resolution Number 5

172 386 190

99.97%

-

0%

49 150

0.03%

Passed

General authority to

repurchase shares

Special Resolution Number

172 386 190

99.97%

-

0%

49 150

0.03%

Passed

Amendment of

Memorandum of Incorporation


Johannesburg 30 October 2015


Sponsor

Investec Bank Limited

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