Distell : Result of the Distell general meeting of shareholders

DISTELL GROUP HOLDINGS LIMITED

Incorporated in the Republic of South Africa

Registration number: 2016/394974/06

Share code: DGH

ISIN: ZAE000248811

("Distell" or "the Company")

RESULT OF THE DISTELL GENERAL MEETING OF SHAREHOLDERS

Unless otherwise indicated, capitalised terms in this announcement shall bear the meaning ascribed thereto in the Distell circular ("Circular"), distributed on Thursday, 26 May 2022.

1. INTRODUCTION
   Distell Shareholders are referred to the Distell Scheme Circular distributed to Distell Shareholders on 17 January 2022, regarding the Scheme proposed by the Distell Board to the Distell Shareholders.
   Distell Shareholders approved all special and ordinary resolutions required in respect of the Scheme at the Scheme meeting held on 15 February 2022.
   As set out in the Distell Scheme Circular, it is proposed that all Treasury Shares be repurchased by Distell and Delisted and Cancelled prior to the Scheme Implementation Date.
   The General Meeting was held today for the purposes of Distell Shareholders considering and, if deemed fit, passing, with or without modification, the special and ordinary resolutions contained in the Notice of General Meeting.
2. RESULT OF THE GENERAL MEETING
   The Distell Board is pleased to announce that the special and ordinary resolutions required to give effect to the Treasury Share Repurchase were approved by the requisite majority of votes at the General Meeting held today, Monday, 27 June 2022, at 11h00 SAST.
   The results of the resolutions are as follows:

Resolutions	Votes cast disclosed as a	Number of	Shares voted	Shares abstained
	percentage of the total	shares voted	disclosed as a	disclosed as a
	number of shares voted		percentage of the	percentage of the
	at the meeting		total issued	total issued
				shares3	shares3
	Distell Ordinary		Distell Ordinary	Distell Ordinary
	Shares ("Ord")		Shares ("Ord")	Shares ("Ord")
	Distell B Shares ("B")		Distell B Shares	Distell B Shares
	For	Against		("B")	("B")
Special Resolution	94,29% Ord	5,71% Ord	169 773 843	76,10% Ord	3,79% Ord
Number 1: Approval of	100,00% B	0,00% B	Distell Ordinary	100,00% B	0,00% B
the Treasury Share			Shares
Repurchase			124 226 613
			Distell B
			Shares
Ordinary Resolution	94,29% Ord	5,71% Ord	169 773 243	76,10% Ord	3,79% Ord
Number 1: Authorisation	100,00% B	0,00% B	Distell Ordinary	0,00% B	0,00% B
of Directors			Shares
			124 226 613
			Distell B
			Shares

Notes:

1. Any proxy appointments giving discretion to the Chairman of the General Meeting were voted "for" the resolutions and are included in the totals above.
2. A vote "abstained" is, in accordance with the memorandum of incorporation of Distell, not counted in the calculation of the votes (either "for" or "against" a resolution) and was deemed not to have exercised a vote in respect of such resolution.
3. As at Friday, 17 June 2022, being the voting record date, the total issued ordinary shares of Distell is 223 102 356 Distell Ordinary Shares and 124 226 613 Distell B Shares. As at Friday, 17 June 2022, the total votable ordinary shares on the resolutions, excluding treasury shares, is 222 754 877 Distell Ordinary Shares and 124 226 613 Distell B Shares.

3. REPONSIBILITY STATEMENT

To the extent required by law, the Distell Board, individually and collectively, accepts responsibility for the information contained in this announcement insofar as it relates to Distell. In addition, the Distell Board confirms that, to the best of its knowledge and belief, the information contained in this announcement, as it relates to Distell, is true and correct and, where appropriate, does not omit anything that is likely to affect the importance of the information contained herein pertaining to Distell and that all reasonable enquiries to ascertain such information have been made.

Stellenbosch

27 June 2022

Financial Adviser, Merchant Bank and Transaction Sponsor

Rand Merchant Bank, a division of FirstRand Bank Limited

Legal adviser

ENSafrica