Masonite Africa : 19 May 2016 - Masonite Results of General Meeting

24b7f3e5-926e-4543-830d-5d3406a79f1f.pdf MASONITE (AFRICA) LIMITED

(Incorporated in the Republic of South Africa) (Registration number 1942/015502/06)

Share code: MAS ISIN: ZAE000004289

("Masonite" or "the Company") (Under supervision)

RESULTS OF THE MEETING TO ADOPT THE PROPOSED BUSINESS RESCUE PLAN

Masonite shareholders ("Shareholders") are referred to the announcement released by Masonite on the Stock Exchange News Service on 5 May 2016 ("SENS Announcement"), which advised Shareholders of the publication of the proposed business rescue plan ("the Plan") and of the meeting ("Meeting") in terms of section 150 and 151 of the Companies Act, No. 71 of 2008, as amended, as well as the announcement released on Monday, 16 May 2016 where Shareholders were advised that the Meeting and voting on the Plan was adjourned until Thursday, May 19, 2016. ("Adjourned Meeting").

The purpose of the Adjourned Meeting was to obtain creditor and Shareholder approval of the Plan, details of which were summarised in the SENS Announcement. Shareholders are advised that at the Adjourned Meeting, the Plan was approved by the requisite majority of creditors and Shareholders.

Details of the results of the voting at the Meeting are as follows:

Proposal to adjourn the Adjourned Meeting for 45 business days as requested by TWK Investments Limited

Percentage value of creditors voted	Percentage for	Percentage against	Percentage abstentions
88.9%	-	100%	-

Issued share capital voted	For	Against	Abstentions
5 775 324, being 80.9%	183 422, being 3.2%	5 591 902, being 96.8%	-

Proposal to adjourn the Adjourned Meeting for 7 days as requested by Sappi South Africa Limited

Percentage value of creditors voted	Percentage for	Percentage against	Percentage abstentions
88.9%	-	100%	-

Issued share capital voted	For	Against	Abstentions
5 775 324, being 80.9%	183 422, being 3.2%	5 591 902, being 96.8%	-

Approval of the proposed amendment to the Plan

Percentage value of creditors voted	Percentage for	Percentage against	Percentage abstentions
88.9%	100%	-	-

Issued share capital voted	For	Against	Abstentions
5 775 324, being 80.9%	5 775 324, being 100.0%	-	-

Approval of the Plan, as amended

Percentage value of creditors voted	Percentage for	Percentage against	Percentage abstentions
88.9%	100%	-	-

Issued share capital voted	For	Against	Abstentions
5 775 324, being 80.9%	5 592 052, being 96.8%	183 272, being 3.2%	-

Approval of the business rescue practitioner success fee

Percentage value of creditors voted	Percentage for	Percentage against	Percentage abstentions
88.9%	100%	-	-

Issued share capital voted	For	Against	Abstentions
5 775 324, being 80.9%	5 592 052, being 96.8%	183 272, being 3.2%	-

The Plan, as amended, remains subject to a number of conditions precedent and a further announcement or announcements will be released regarding the fulfilment and/or waiver of the outstanding conditions precedent to the transactions at the appropriate time/s.

Durban

19 May 2016

Investment Bank

Investec Bank Limited

Sponsor

Nedbank Corporate and Investment Banking

Legal Advisors

Norton Rose Fulbright South Africa Inc.

Communication Advisors

Brunswick Group