GROUP INTEGRATED ANNUAL REPORT for the … · 2017-02-02 · GROUP INTEGRATED ANNUAL REPORT for the...

GROUP INTEGRATED ANNUAL REPORT for the year ended 30 September 2016

WINHOLD LIMITED

MISSION STATEMENT:

Grow the Winhold Group in a responsible manner

Continue to increase value for all stakeholders

Continue to develop and empower all employees through training & education in order that they can meet the demands of the market and benefit from the growth of the group

WINHOLD LIMITED

CHAIRMAN’S REPORT 2

FINANCIAL PERFORMANCE AND STATISTICS 3

GROUP STRUCTURE 4

GROUP STRATEGY AND KEY PERFORMANCE AREAS 5

CHIEF EXECUTIVES REPORT 6

BUSINESS PROFILES 8

VALUE–ADDED STATEMENT 16

GROUP SUSTAINABILITY REPORT 17

KING III INDEX 24

CORPORATE GOVERNANCE REPORT 28

REMUNERATION REPORT 38

GROUP RISK MANAGEMENT FRAMEWORK 40

DIRECTORS AND COMPANY SECRETARY 42

STOCK EXCHANGE DATA 44

ANNUAL FINANCIAL STATEMENTS 44

STATEMENT BY THE DIRECTORS AND CERTIFICATE BY THE COMPANY SECRETARY 45

REPORT OF THE DIRECTORS 46

AUDIT AND RISK COMMITEE REPORT 48

ANALYSIS OF SHAREHOLDERS 50

DIRECTORS INTERESTS IN SECURITIES 51

REPORT OF THE INDEPENDENT AUDITORS 52

STATEMENTS OF COMPREHENSIVE INCOME 53

STATEMENTS OF FINANCIAL POSITION 54

STATEMENTS OF CHANGES IN EQUITY 55

STATEMENTS OF CASH FLOWS 56

NOTES TO THE STATEMENTS OF CASH FLOWS 57

NOTES TO THE FINANCIAL STATEMENTS 58

ACCOUNTING POLICIES AND PRESENTATION 89

NOTICE OF THE ANNUAL GENERAL MEETING 98

SHAREHOLDERS DIARY 104

FORM OF PROXY 105

SECTION 58 PROVISIONS 108

WINHOLD ANNUAL REPORT 2016

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CONTENTS PAGE

Although the Group produced disappointing results overall during the past financial year due to a painful turnaround strategy undertaken at a major manufacturing subsidiary, as well as the dam lining division where no major projects were secured in the second half of the financial year, the remainder of the Group produced improved results when compared to the previous year.

The strengthening of the cash flow position has allowed the Company to declare a dividend of 4,0 cents per share (2015 : 7,0 cents per share).

Turnover declined by 6% and the profitability declined by 40,5% to 13,3 cents per share. The cost of the corrective actions plus repositioning of the problem manufacturing plant amounted to approximately 24 cents per share. Management is confident that this will be the final chapter of the underperforming division and that all the corrective actions undertaken will lead to a major turnaround in the coming year.

The construction and agricultural division produced improved results when compared to the previous year in a very depressed and difficult market. Continued development of new innovative products assisted in producing these good results. Although there was no repeat of the extraordinary performance of the dam lining division, it still achieved its budget for the 2016 year. I would like to congratulate Mr Hilbert Schroeder (who heads up this division) and his team, for achieving these results.

In an overtraded market the Gundle branches improved their profitability by 27% versus the previous year. The Swaziland repositioning of its market to increase local Swaziland sales is making good progress, and it should return to a constant profitability this coming year. Both of these divisions report to Mr Garth Remmington and I would like to thank him and his team for their performance.

In the mining sector, Inmins sales decreased by 25%, and this necessitated the merging of four of our branches into two, in order to reduce the overheads. Profitability reduced by 84% for the year. Two of the branches produced good results for the year.

The industrial division produced excellent results in a depressed market and increased its profitability by 88% over the previous year. Together the Inmins divisions improved its profitability by 26% versus the previous year. The Zenzele division in Durban in which we have a minority shareholding improved its profitability by 15% relative to the previous year. In a most difficult market Mr Renier Kruger and his team produced excellent results and they are to be congratulated.

The Repi division continued producing impressive results due to the excellent service provided and improved on last year’s results. Ms Lorita Diem has to be congratulated on the results achieved.

The Group CEO, Mr Wietsche Fourie and his team, performed well considering the depressed market conditions, while the CFO position remained vacant and he and his team put in an extra effort to absorb the additional duties. The unqualified audit report, as well as the improved standard of reporting is highly appreciated. Thank you all.

All of the board members contributed positively in a most difficult year to steer the Group to a more profitable future. It was a pleasure to work with these directors who helped us, without fear, to steer the Group to calmer waters. Thank you very much to each one of you.

To all the executive management, general management and all staff, thank you for your contributions.

The support of our customers and suppliers is highly appreciated.

Thanks to our shareholders, I can assure you that all of the directors and staff are determined to improve the results drastically in order to improve the return on shareholders funds.

Thank you for continuing to support the Group.

2016 2015 2014 2013 2012 R000 R000 R000 R000 R000

CHAIRMAN’S REPORT

NoN–executive chaiRmaN


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(&) Continuing operations only(*) Refer definitions on inside back cover

FiNaNciaL hiGhLiGhtS

Revenue (&) 1 149 043 1 222 304 1 099 159 988 350 916 899

Operating profit (&) 28 241 39 732 21 408 17 471 23 474

Attributable profit / (loss) 12 911 27 375 13 713 15 642 (3 002)

Earnings / (loss) per share (cents) 13,3 21,8 11,4 11,1 (1,9)

Headline earnings per share (cents) 13,1 21,6 10,9 8,6 1,4

Dividends per share (cents) 7,0 – – – –

Net asset value per share (cents) 239,8 236,5 214,7 203,8 192,4

Net tangible asset value per share (cents) 208,2 203,0 199,1 188,2 176,8

SummaRiSeD GRouP StatemeNtS oF

FiNaNciaL PoSitioN

Property plant and equipment 127 773 134 689 136 252 127 094 149 178

Goodwill 19 541 19 541 19 541 19 541 19 541

Investments 8 326 7 094 63 338 86 293 108 333

Current assets 346 071 414 696 370 662 319 101 342 297

Total assets 521 812 598 580 606 747 568 221 632 530

Ordinary shareholders’ funds 300 904 296 828 269 453 255 740 241 464

Non–controlling interests 11 564 8 615 4 882 6 835 9 530

Interest bearing liabilities 29 183 77 053 113 373 147 090 224 167

Interest free liabilities 180 161 216 084 219 039 158 556 157 369

Total equity and liabilities 521 812 598 580 606 747 568 221 632 530

Ratios (*)

Return on equity (%) 5,3 9,2 5,1 4,2 0,7

Return on assets (%) 3,8 5,2 2,0 2,0 (1,7)

Operating income to turnover (%) 2,5 3,3 1,9 1,8 2,6

Operating EBITDA (R000’s) (&) 43 239 54 216 34 024 31 617 37 573

Gearing (%) 9,7 25,9 42,1 65,2 92,8

Operational gearing (%) 9,7 15,4 19,6 26,6 46,6

Interest cover (times) 4,3 4,9 1,7 1,1 1,9

Current ratio (times) 1,8 1,6 1,4 1,6 1,5

Productivity

Number of permanent employees

(year–end) (&) 695 752 782 786 818

Revenue per employee (R000) (&) 1 653 1 608 1 406 1 256 1 120

Operating profit per employee (R000) (&) 40,6 52,3 27,4 22,2 28,7

2016 2015 2014 2013 2012 R000 R000 R000 R000 R000

FINANCIAL PERFORMANCE AND STATISTICS


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GROUP STRUCTURE


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ZENZELEINDUSTRIAL

SUPPLIES(PTy) LTD

GUNDLEPLASTICS

GROUP (PTy) LTD

• (Germiston, Bloemfontein, Port Elizabeth, Cape Town,

Durban, Mbombela)• Gundle Multisack(Pty) Ltd

INMINS TRADING (PTy) LTD

• Belting & Sprockets SA• Chick Henderson

(Benrose, Cape Town, Boksburg, Highveld, Pretoria, Mbombela)

• Conway Johnson(Klerksdorp, Kuruman, Phalaborwa,

Rustenburg, Vryheid, Witbank)• Conveyor Hose (Evander)• Millennium Pipe & Steel

GUNDLEPROPERTIES

(PTy) LTD

GUNDLEWOVEN(Pty) Ltd

100%

100% 100%

74.9%

100%

74.9%

34%

39%ZENZELE

INDUSTRIALSUPPLIES

(MPUMALANGA)(PTy) LTD

INMINSPROPERTIES

(PTy) LTD

100%

100%

100%

PLaSTIc INTER–

NaTIONaLLIMITED(Trading as

Swazi PlasticIndustries)

NOVaRa PROfILE

ExTRUSIONS (PTy) LTD(Gundle API

Repi Colourants – SA Distributor)

WINHOLDMANAGEMENT

COMPANy(PTy) LTD

GUNDLE GEO

SyNThETIcS(PTy) LTD

WINHOLD LIMITED

OUR VISIONTo achieve sustainable returns on shareholders funds of at least 15% per annum.

OUR MISSIONWinhold is an investment holding Company. Our mission is to generate a market related equity return from each of the main subsidiaries.

OUR STRATEGYTo achieve our vision the Group is focused on the following key strategic objectives:

Strategic objective 1: Gundle – To fill our production capacity, 24 hours per day for 7 days a week, with the optimal product mix in order to generate a market related equity return.

We aim to achieve this by:• Manufacturing quality products demanded by the market on time in full• Developing new and substitute products• Giving superior customer service• Expanding geographically into Africa

Strategic objective 2: Gundle – To reduce manufacturing costs per unit.

We aim to achieve this by:• Maintaining and improving plant efficiencies• Reducing scrap rates• Reformulating products utilising the latest polymer technologies• Increasing volume through the factories by increasing the customer product base

Strategic objective 3:Inmins – To increase the range of products distributed through the existing distribution network.

We aim to achieve this by:• Selling existing specialist agencies/products through more branches• Gathering market intelligence to understand the changing needs of customers• Identifying alternative (foreign) suppliers of products currently supplied• Identifying new suppliers of product not previously supplied

Strategic objective 4: Inmins – To improve the sales margins of the distribution branches.

We aim to achieve this by:• Changing the concentration on high volume/low margin commodities to technically more advanced products where a ‘technical sell’ will result in higher margins• Combining the volumes of the whole Group to gain procurement advantage in order to drive down costs Strategic objective 5 : Group – to make strategic acquisitions.

We aim to achieve this by:• Actively looking for acquisitions in our core business areas and specifically in our key strategic growth areas

GROUP STRATEGY AND KEY PERFORMANCE AREAS


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HEADLINE NUMBERS

Earnings per share were 13,1 cents per share, down from 21,8 cents per share in 2015. The cost of the implementation of the turnaround strategy in Germiston, which was embarked on at the beginning of the reporting period, was the major contributor to the earnings drop. The exceptional performance in 2015 of Gundle GeoSynthetics, the geo-membrane supplier and installer could not be repeated this financial year. The other businesses either improved on or maintained their 2015 performances.

MARKET CONDITIONS

Economic growth in South Africa remained marginal. Both the mining and manufacturing sectors were subject to low growth resulting in demands for lower prices from their suppliers as they attempted to reduce their operating costs.The overcapacity in the plastic sheet market still exists, making it very difficult to pass cost increases, especially those of administered prices, on to customers. The loss of production due to load shedding was reduced dramatically this year. I thank Eskom for their success in this regard.

Raw material supplies were sufficient to satisfy demand and pricing was less volatile.

PERFORMANCE

GundleRevenue reduced by 7%, mainly due to the exceptional performance achieved by Gundle GeoSynthetics in 2015 not being repeated as a result of the slower expansion of mining activity in sub-Sahara Africa. During the implementation of the turnaround in Germiston revenue was lost whilst efficiency and quality issues were being addressed.

Revenue from construction and agricultural products increased by 26,5% on a volume growth of 10%. To achieve this growth, margin was sacrificed and profits only grew by 14,6%.

The trading operations continued to improve. Revenue increased by 10.3% and profits by 27,0%.

Repi Colourants continued producing excellent results due to the excellent service provided. This division goes from strength to strength.

InminsProfit before tax improved by 138,9% although revenue was down 2,8%. This was achieved by the rationalisation of some branches, the reduction of costs and improved margins on new products introduced into the network.

PROSPECTS

GundleThe turnaround strategy in the largest subsidiary should bear fruit soon and a major improvement is expected and required in the coming year.

Although the dam lining operation continues to supply excellent services, a major contract will make a substantial improvement to the profitability.

In the other construction and agricultural markets, new developments and proactive management should continue to produce good results.

The trading division is well positioned, has good management, and should continue to do well.

InminsThe cost cutting exercise in the mining division should reduce losses and management will continue to act proactively. However, the economic mining climate will have to improve considerably to improve results meaningfully.The challenges in the industrial division will continue but our market positioning should ensure continued profitability.

CHIEF EXECUTIVES REPORT


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APPRECIATION

Thank you for the support and contributions of the Chairman, the board of directors, management and staff, as well as our customers and suppliers during a challenging year.

CHIEF ExECutIvE OFFICER

CHIEF EXECUTIVES REPORT


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GUNDLE API (SPRINGS)

This manufacturing plant extrudes wide–width sheeting for the construction, agricultural and GeoSynthetic membrane markets. Products for the construction market are used mainly for damp and waterproofing as well as roofing insulation . The Gundle brand is widely specified by architects and quantity surveyors. Gundle API is the only local manufacturer that extrudes film wider than 8 meters. Wide–width sheeting in agriculture is used for covering greenhouses, silage and lining farm dams. The Gundle brand name is well known in the farming community and is associated with quality. Gundle API supplies product to most of the major retail Groups.

This division continues to develop new, differentiated and improved products. The new high performance co–extruded builders sheeting is capable of meeting the strict SABS standards at thinner microns. A new termite resistant builders sheeting has been developed and patented in 2014 to reduce the total cost of termite control in buildings. The product was officially launched in February 2015.

The Gunwoven factory in Tongaat has opened up opportunities in the non–woven polyprop and laminated roofing membrane markets. Gundle API has developed a range of SABS mark bearing insulation products utilizing the non–woven membrane manufactured by Gunwoven.

Gundle API manufactures thermoplastic sheeting for use as geomembranes under the SANS 1526:2003 standard, mainly for water storage and canal lining applications, requiring a one or two millimeter thickness and in widths in excess of 6 meters. Gundle API is the only South African manufacturer of these highly specialized membranes.

GUNDLE (GERMISTON)

Gundle Germiston is a manufacturer of various forms of low and linear low–density polyethylene flexible films, heavy duty sacks, shrink and stretch hoods used for pallet stabilisation and printed films for the fast moving consumer goods industry. This division is one of the top three suppliers into the heavy duty sacks market, supplying the fertiliser and chemical industries. In the wide width shrink and stretch hood market Gundle has established itself as the market leader, with its main customers being the cement and glass industries for pallet stabilization. Great strides have been made into the fast moving consumer goods market and certain niche products are being successfully used by some of the larger beverage manufacturers.

In line with the Group’s commitment to environmental responsibility, Gundle has its own on–site recycling facility. This has enabled Gundle to re–use 100% of the scrap generated in the manufacture of its products.

Gundle, through its three factories and five distribution centers, is one of the largest manufacturers of a diverse range of flexible plastics in the Sub–Saharan region. This business is managed in 3 divisions. The “Flexible Packaging Division” services the industrial and consumer markets with manufacturing plants in Germiston and Swaziland, the “Flexible Construction and Agricultural Division” comprises the Springs manufacturing plant and Geosynthetics dam lining business, and the “Trading Division” has branches in Cape Town, Durban, Bloemfontein, Port Elizabeth and Lowveld. Their product lines include agricultural film, construction sheeting, pallet stabilisation, consumer packaging, dam lining and industrial packaging. Focus is placed on applying the latest technology, on–going product innovation and development, as well as high quality production standards. Various ISO certifications, SABS marks and Agrément certificates have been awarded to Gundle. A 25,1% BEE shareholding has been in place since 2006. The various operations are described below:

GuNDLe GRouP

BUSINESS PROFILES

Ramon Scheepbouwer(GM Gundle Germiston)

Garth Remmington (MD Gundle Trading & Swaziland Division)

Jan Jordaan (Technical Director Gundle)

Lorita Diem(GM Repi Colourants)

Hilbert Schroeder (MD Gundle API)

Colin de Bruyn(Director and GM Gundle GeoSynthetics)


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SWAZI PLASTIC INDUSTRIES (MATSAPHA, SWAZILAND)

Established in 1986, this factory extrudes a wide range of mono and co–extruded low and linear low–density polyethylene films. They provide up to eight colours of quality flexographic printing on a diverse range of packaging, including side, bottom and spine seal bags, punched or micro–perforated with side and bottom gussets, sheeting for automatic packaging and shrink wrap materials in sleeves, and sheeting and shrouds for the Industrial and Consumer packaging markets. It has access to the experienced Germiston team with technical know–how who are able to design and advise on all packaging requirements. Products are manufactured to international standards and distributed in Swaziland, South Africa and Mozambique. These include mono and multi–layer film, collation film, release shrink film, specialised film, printed polyethylene bags, form fill and seal sheeting, liquid packaging, construction sheeting and agricultural sheeting, polypropylene strapping and twine, packaging tapes, strapping tools and sealing equipment.

GUNDLE DISTRIBUTION BRANCHES

(BLOEMFONTEIN, CAPE TOWN, DURBAN, LOWVELD AND PORT ELIZABETH)

The branches primarily distribute polyethylene products for the Gundle factories.

GUNDLE (BLOEMFONTEIN)

Servicing regions of the Free State, North West, Northern Cape and Lesotho, the main focus of this branch is supplying flexible packaging material such as pallet wrap and printed bags to the milling industry, sugar packers, meat packers and brick manufacturers. Gundle Bloemfontein is the main supplier of ‘form fill and seal’ material to the juice packers in their region. Gundle Bloemfontein also services the construction and agricultural markets through various national hardware stores and co–operatives.

GUNDLE (CAPE TOWN)

The three major areas of focus are the construction, agricultural and packaging industries, servicing the Western Cape, West Coast and Namibia. As the regional market leader in the construction field, the branch focuses on supplying the local merchant outlets. In the agricultural industry it focuses on supplying Gundle branded products through the local agricultural co–operative networks in the Southern and West Coast areas where they enjoy the largest market share. Gundle products also cover the silage, fodder wrap, and mulch and tunnel markets, and a comprehensive backup for these agricultural co–operatives is offered directly to the local farming community. The packaging market is currently a growth area for Gundle Cape Town, with inroads being made in the bedding, bottling, food, transport and industrial and medical sectors. In this market focus products are shrink and stretch films, printed and unprinted bags, wide–width sheeting, shrouds and bubble wrap films.

BUSINESS PROFILES


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GUNDLE (DURBAN)

Products include SABS approved construction sheeting, dam lining membranes, roof insulation, printed packaging for the food and juice industries, plus wide–width sheeting, shrouds, stretch hoods and stretch wrap to a diverse cross section of clients. The extensive stock holding of all items ensures prompt service to its clients. The branch also supplies a wide range of strapping, twine, tape and bubble wrap to complement its product offering to all sectors of the market.

GUNDLE (PORT ELIZABETH)

The branch supplies an area stretching from George to East London. It distributes construction film, agricultural membrane and flexible packaging. The Eastern Cape region has been experiencing tough trading conditions over the past few years and the branch has focused on strengthening its customer base in the construction sheeting, consumer packaging and agricultural markets. The branch is an important cog in the national branch network and has been operating out of Port Elizabeth for the last 35 years.

GUNDLE LOWVELD (MBOMBELA)

This relatively new branch has been opened in Nelspruit / Mbombela to provide the full product range, similar to the other Gundle branches, from the Swaziland, API Springs and Germiston factories. The strategic intent is to optimise logistics costs, increase service levels to regional customers and to expand into the Mozambique export markets.

GUNDLE GEOSYNTHETICS (SPRINGS)

Gundle Geosynthetics is a specialist supplier and installer of Geosynthetics mainly in HDPE lining applications in the mining, waste disposal, irrigation, infrastructure and recreational sectors across Africa. Gundle Geosynthetics has established itself as one of the biggest players on the continent in this specialised field. During its ten year existence over 2 800 successful projects in West, Central, Northern and Southern Africa have been completed to date, installing over 20,0 million m² including a tailings dam of over 5 000 000m² in the DRC.

Major mining projects have been completed in the DRC, Namibia and Botswana during the year and after 5 years they completed work on Transnet’s multiproduct pipeline terminal 1 and 2 projects in South Africa. They have also completed work on 3 solar projects in Northern Cape, as well as various landfill projects in South Africa together with a landfill in Uganda. This ISO accredited Company is technically focused and operates strictly in accordance with all required South African and international standards. A strong supply chain, constant update of technology and expert consultant advice keeps the Company at the leading edge in the market. The Company commits itself to help protect the environment with its services and products through regular use of independent experts, participation at Industry Regulatory Bodies and attending International Trade Shows.

BUSINESS PROFILES


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iNmiNS tRaDiNG GRouP Inmins comprises 17 operations which are divided into two divisions, namely, Mining Supplies and Industrial Supplies. Inmins operations are strategically situated across the country to service the mining and industrial sectors on a decentralised basis. Inmins supplies a wide range of consumable products, both locally manufactured and imported. The Industrial Supplies Division specialises in various niche markets on a selected range of products. A 25,1% Black Empowerment Shareholding has been in place since 2006. The various operations are listed below:

miNiNG SuPPLieS DiviSioN

CONWAY JOHNSON BRANCHESKLERKSDORP –– RUSTENBURG – KURUMAN – WITBANK – PHALABORWA – VRYHEID

As one of the largest mining supply networks in the Republic of South Africa, the various branches have successfully implemented a ‘one–stop–shop’ concept to the mining industry for its consumable products which is very cost effective, adding value to the procurement of a number of products by the mines.

The main products supplied to coal, gold, platinum, iron ore, chrome, manganese and other types of mines are conveyor belting, hose and fittings, pipes and fittings (Steel, PVC and HDPE), valves and idlers and a wide variety of related products.

All these operations are run by dedicated managers that offer superior personalised service to their respective markets. The relationship between customers and suppliers is excellent and contributes to achieving our value add trading goals.

During the financial year the Rustenburg and Klerksdorp branches were amalgamated with Klerksdorp branch now being a depot of the Rustenburg branch.

The Witbank branch also merged with the Conveyor Hose Witbank branch and now operates out of central Witbank. The Ferrobank property has been sold.

Conway Johnson Vryheid

BUSINESS PROFILES

Michelle Malan(Non–executive

Director – Inmins Trading)

Rob Dye(Director & GM –

Chick Henderson)

Renier Kruger(MD – Inmins Trading)


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INMINS BRANCH MANAGERSLeft to right: Renier Kruger (Managing Director); Jan Steenekamp (Conway Johnson Rustenburg); Brendon Hoctor (Belting and Sprockets); Fanie Broodryk (Conway Johnson Witbank); Philip Els (Conway Johnson Vryheid); Ronel Lombaard (Conway Johnson Kuruman); Arno Louw (Millennium Pipe and Steel); Francois Marais (Conveyor Hose); Petro Potgieter (Conway Johnson Phalaborwa); Rob Dye (Chick Henderson).

iNDuStRiaL SuPPLieS DiviSioN

CHICK HENDERSON BRANCHES JOHANNESBURG – BOKSBURG – PRETORIA – CAPE TOWN – NELSPRUIT

(HIGHVELD HOSE) VEREENIGING

This operation specialises in distributing a large range of agricultural, mining and industrial hoses, fittings, valves, clamps and pumps locally and into Sub–Saharan Africa through its own branch infrastructure, 6 major distributors in the remote centres and more than 200 re–sellers. The operation has built up a large customer base of end–users in Gauteng and is expanding its footprint in the Western Cape and Mpumalanga.

An industrial range of products is successfully supplied to the rest of the Inmins Group with Chick Henderson providing the in–house technical expertise. Products are sourced from local and foreign manufacturers with exclusive distribution agreements from various manufacturers in Europe and the East.

Chick Henderson has developed a strong belief in quality through product and services, born from their responsibility towards the markets they serve and constantly strive towards their slogan “quality in everything we do”. The branch is ISO 9001:2008 approved and all rubber and PVC hoses are produced to international standards.

MILLENNIUM PIPE & STEEL

Two operations are situated in Pretoria West and Pretoria North. These two operations have established themselves as suppliers to the retail, DIY and light industrial manufacturing markets. Core products include tubing, expanded metal, palisade fencing, steel plates and profiles and a variety of hardware items. The business has built an excellent relationship with suppliers and is continuing with its strategy of growing its product range.

Millennium Pipe & Steel has a service orientated approach to the steel industry. It provides high quality products at affordable prices. In the past decade the industry has become more dynamic and consumer focused.

CONVEYOR HOSE

This branch supplies conveyor belts, conveyor pulleys and a wide range of hose, steel and non–ferrous piping, valves and transmission products.

The Heko steel ‘round link’ conveyor chain, bearings, sprockets and large roller chain replacement drives fitted to Eskom Submerged Scraper Conveyors, as supplied by Belting & Sprockets (Cape Town), are products that have recently been added to the standard product range.

Major customers are Eskom, Sasol, coal and gold mines and various contractors in the local industry.

BUSINESS PROFILES


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BELTING & SPROCKETS

This branch is strategically placed to service the Eastern Cape, Western Cape and the West Coast but also supplies end users and resellers throughout Southern Africa with a full range of the high quality products available at competitive pricing.

Products and services are supplied to the fruit handling, cement, packaging, beverage filling, industrial/automotive and engineering industries. The core ranges of products are: roller and conveyor chains, sprockets, bearing units, PVC/PU conveyor belts and heavy duty truck and bus drive belts.

The operation has identified excellent opportunities for the supply of submerged scraper conveyor chain, bearings, sprockets and related products of a very high standard to Eskom and the cement industries through the Group operations. Belting and Sprockets has experienced significant growth in a new focus area of capital projects using steel round link chains manufactured to very high standards for use in more robust applications including wagon tipplers and bucket elevators of special design.

The Company is well positioned to be able to offer high quality steel round link chains as well as central, single and double strand elevator chains and wheels manufactured by Heko Ketten, for high capacity bucket elevators.

Exclusive supply and technical backup agreements are in place with principals in Europe and the East.

BBBE ASSOCIATES

As part of a black empowerment initiative, Inmins assisted in establishing two black owned companies, in which it holds minority shareholdings. Details of these businesses, which are performing well, are as follows:

ZENZELE INDUSTRIAL SUPPLIES(MPUMALANGA)

Zenzele Mpumalanga operates as a BWO – Black Woman Owned – Company, in the Mpumalanga area. They supply a large range of consumable products, including valves and boiler tubes, to Eskom, coal mines and municipalities. They are a level 1 supplier to Eskom. Recently a new agency has been secured for electrical sensors and vibration monitors.

ZENZELE INDUSTRIAL SUPPLIES(PINETOWN)

This is a dynamic Company focusing essentially on niche markets such as building contracting, chemical manufacturing and the fluid transport industry. It is technically strong in the sale and promotion of, among others, chemical and industrial pumps, hoses, valves and related products. The success of Zenzele Pinetown is due to its product availability, very high service levels and excellent customer relations.

BUSINESS PROFILES


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PG14


PG15

RevenueLess: Paid to suppliers for material and servicesValue added by operationsInvestment income

Total value added

utilised as follows:Employees costsNet finance costsGovernment for taxes and leviesDividends

Re–invested for future growth– Depreciation– Retained profit ( *)

Total utilisation of value added

(*) Retained profit/(loss) comprises:Retained profit for the yearProfit attributable to outside shareholdersDividends

The amount of value–added by the Group’s manufacturing, distribution and other businesses to the cost of raw material, products and services purchased, reflects the ‘wealth’ created by the Group.

This statement shows the value created and how it was distributed.

1 222 304(973 724 248 580

4 207

252 787

183 4128 0618 490

–199 963

21 71631 10852 824

252 787

27 3753 733

–31 108

)

2016 2015 R000 R000

VALUE–ADDED STATEMENT for the year ended 30 September 2016

1 149 043(926 075 222 968

112

223 080

182 2326 6493 4548 835

201 170

14 9157 025

21 940

223 080

12 9112 949

(8 835)7 025

81%

2%3%

10%

2016

4%

% To Employees

% Re–invested % To Government Dividends

Finance Costs

)

2015

3%

21%

3%

73%


PG16

2016 2015 % 2016 2015 % Sustainability IndictatorsecoNomic iNDicatoRS Profit for the year (&) R000 8 954 5 721 56,5 7 211 22 460 (67,9)Cash Profit R000 9 685 4 951 95,6 19 792 39 019 (49,3)Operating profit margin % 2,1 0,8 173,0 2,1 3,8 (44,8)Operating return on equity % 8,2 6,9 18,5 4,6 15 (69,2)Interest cover Times –1,2 –1,0 23,8 1,4 2,7 (46,7)Fines paid R000 6 128 (97,6) 42 237 (82,2)

SociaL iNDicatoRS Employees at year end (perm) No. 148 162 (8,6) 525 557 (5,7)Employees at year end (temp) No. 13 17 (23,5) 26 24 8,3Man hours worked (total) 000 279 283 (1,4) 1 270 1 500 (15,3)s24 disabling injuries No. 2 3 (33,3) – – –Total Disabling injuries No. 2 3 (33,3) 13 9 44Man days lost to injuries No. 60 66 9,1 69 416 (83,4)SHEQ training (People) No. 2 13 (84,6) 29 132 (78,0)BEE rating / score Rating 5 5 – 5 4 (25)Strike days lost Days – – – 64 – 100Sick days lost Days 126 303 (58,4) 278 708 (60,7)CSI Donations R000 37 43 (13,9) 17 2 750CSI Project values R000 1,1 8,0 (86,2) – – –

emPLoYmeNt (PeRm) Average No. of employees No. 145 149 (2,7) 558 644 (13,4)Employee departures No. 30 17 76,5 144 91 58Staff training cost R000 59 90 (34,4) 780 872 (10,6)Learnerships No. – – – 6 10 (40)Trade Union Membership % – 5 (100) 41,6 56,0 (25,7)

eNviRoNmeNtaL Water consumed Kl 36 846 20 989 75,5 27 393 21 162 29,4Electricity consumed Mwh. 228 309 (26,2) 16 381 19 015 (13,85)Fuel used Company vehicles – Petrol L 93 081 84 129 10,6 173 427 130 423 (33)– Diesel L 226 920 280 436 (19,1) 627 604 376 276 66,8Paper utilization Kg 4 138 9 155 (54,8) 11 987 10 070 0,19

iNmiNS GuNDLe

& – Operating Profit for the year excludes the gearing effects of the BEE transaction.

This sustainability data has been checked by the Group Secretary (John O’Connor) who has certified that they are correct.

OVERVIEW

This sustainability report aims to present a balanced, transparent and reasonable account of the Group’s sustainability performance for the continuing operations for the year. The report’s approach is based on the principles of “integrated sustainability reporting” and focuses on the three main pillars of economic, social and environmental sustainability. This report sets out a record of the Groups journey towards improving its long term sustainability footprint and will continue to be worked on and improved over the next 3 to 5 years.

This report has not been subject to an external assurance process and is therefore a management account of the sustainability performance and challenges for the year under review.

GROUP SUSTAINABILITY REPORT


PG17

INFORMING THE BOUNDARIES OF THIS REPORT

This report is included as part of our annual report and the information provided is based on the information for the financial year ended 30 September 2016. This follows the convention used in previous years and makes the information contained in the report comparable across the financial years.

Broad–based black economic empowerment (B–BBEE) is regarded as integral to our sustainability, and relates to both economic and social aspects. Therefore, although our B–BBEE initiatives only concern South African operations, they have been included as part of this report.

The remainder of the report is inclusive of our Sub–Saharan operations.

REPORT ASSURANCE

The Audit and Risk Committees review and oversee the sustainability report to provide assurance to the board and shareholders on the integrity of the information reported and the process followed. The board does not believe it is necessary or cost effective to subject the process to external assurance at this time. The report has been reviewed by the Group Secretary, John O’Connor ACIBM, and all his required changes have been incorporated.

MANAGING SUSTAINABLE DEVELOPMENT

Creating a sustainable mindset into the way the Group does business is more about understanding the links between our operations, finding new markets and products and less about drastically changing our methods of doing business.

To this end we began a process of formalising our sustainable development performance by measuring our consumption of environmental resources like water and electricity, fossil fuels and paper and comparing the results to 2015. In the same vein, we have also measured various social indicators of our staff to get an idea of the man–hours worked, any disabling injuries in terms of Section 24 of the Occupational Health and Safety Act occurring at work or outside of it and Safety, Health, Environment and Quality training of staff during the period under review. The table on the page 17 shows the results of this survey and the scope of the task we have set for ourselves.

DISTRIBUTION OF WEALTH

The table on page 16 shows that the Group created total wealth of R223 million in 2016 (2015: R253 million). Our employees have consistently shared in over 73% of this wealth generated through salaries, wages and other benefits over the past five years. Government has benefitted through taxes paid both directly and indirectly across the markets in which we operate. We seek to provide returns to our shareholders through sustainable growth and through a steady dividend stream. It is gratifying to report the positive impact of the strategic and operational plans implemented are starting to bear fruit and has made it possible for the Group to declare a dividend of R0,04 (2015: R0,07) per share for the year ended 30 September 2016.

BLACK ECONOMIC EMPOWERMENT

Winhold regards B–BBEE as a business imperative that is crucial to the future of South Africa and its economy. It is an essential process required to bring about increasing black participation in the South African economy and reduce existing income inequalities.

Our B–BBEE imperatives are based on the principles that:

• poverty can only be effectively dealt with in a high–growth environment;• wealth must be generated and opportunities created to ensure a more equitable society; and• it is a moral necessity, required to address the legacy of a past in which the majority of South Africa’s citizens were excluded, on the basis of their race, from enjoying the benefits to be derived from being participants in the mainstream economy.



PG18

2016 was the seventh year in which our transformation process was measured against the Codes of Good Practice for B–BBEE in terms of the B–BBEE Act. For 2016 we achieved a Status Level 5 (2015: 4) for Gundle Plastics and Status Level 5 (2015: 5) for Inmins Trading. In order to raise the profile and effectiveness of B–BBEE in the Group, Winhold continues to engage the services of “EconoServ” to provide training and guidance on improving the effectiveness of our integrated B–BBEE programme over the next 12 months. The new more stringent criteria for the 2017 year will initially have a negative effect on the Group’s current ratings (in line with the rest of established industry), and the effect of these and our strategy to address them will be addressed in the course of 2017.

The operating divisions are 25,1% owned by various black–owned entities. 48% of the B–BBEE structure is held by the staff share incentive trusts for staff employed by the Group for longer than 5 years (and who are not on ‘profit share’ schemes) and is based on their years’ service with the Group. As the trust deeds do not provide for the distribution of the shares held by the trusts, these are essentially ‘profit (dividend) sharing’ trusts with consequently longer life BEE status retentions. The staff share incentive trusts each have two employer and two employee representative trustees. Gundle employees are represented by Solomon Sikhosana. Inmins employees are represented by Mokgoba Sono and Hans Kruger and Winhold is represented by Wietsche Fourie and Petrus du Preez.

12% of the BEE structure is controlled by the Combi Trust and 40% by New Capital Investment Holdings (Pty) Ltd both of which are black owned enterprises.

GENDER DIVERSITY

The Listings Requirements require that the board of the Company (or its nomination committee, where applicable) adopts a policy on the promotion of gender equality at board level. At present such a policy has not been implemented but the board recognises the need for gender diversification where practicable.

There are currently two female members of the board, whose brief CV’s appear on page 42 and 43 of this annual report.

OUR PEOPLE

Our long term sustainability is dependent on meeting the aspirations and expectations of our employees around leadership, remuneration, stimulating work and career development, fair employment practices and lifestyle support. We believe that meeting these expectations is necessary to retain the skills necessary to grow the Group organically.

Winhold’s transformation goals are to achieve equitable representation of all races and gender and to reflect the demographic profile of South Africa, in line with the economically active population at all levels. To realise our transformation and growth strategy, we focus on the attraction, development and retention of skills within the Group and in the broader South African context.

EMPLOYMENT EqUITY

At Winhold we believe that a diverse workforce contributes to cross–cultural understanding, broadens perspectives and helps to enhance our competitive edge. We are therefore committed to transforming Winhold’s workplace by systematically implementing our employment equity plan, which, based on a robust set of principles, guides the actions and initiatives we take to build a truly representative workforce. These principles include:

• offering equal opportunities to all employees, irrespective of race or gender;• providing an enabling environment which allows people to develop to the full extent of their capabilities;• having a formal training and succession plan in each business that specifically focuses on training and developing previously disadvantaged groups of employees;• the payment of remuneration packages that take account of individual performance and union agreements;• the provision of a consultative environment for workforce representatives;• fostering a sense of ownership; and • fostering an internal focus on controls.

Winhold fully subscribes to the rights of the individual as contained in the Constitution of the Republic of South Africa. Non–discrimination on the grounds of race, gender, sexual preference and creed form the essence of Winhold’s employment policies and practices. Sanctions for transgression of this policy are provided for in the disciplinary codes and procedures.



PG19

The right to non–discrimination is important to the Group and rests on the following principles contained in its statement of employment practice:

• The Group shall not unfairly discriminate, directly or indirectly, against any employee on one or more grounds, including race, gender, sex, pregnancy, marital status, family responsibility, ethnic or social origin, colour, sexual orientation, age, disability, religion, HIV status, conscience, belief, political opinion, culture, language and birth.• The salary structure is based on the principle of equal pay for work of equal value, with due allowance for market pressures such as geographic location. Appointments, increments and promotions will as far as possible be made on the basis of merit, performance, qualifications and the availability of positions. Due cognisance will however be taken of enabling legislation such as the Employment Equity Act.• Upon engagement, employees will conclude legally enforceable agreements in respect of their conditions of employment.• All personal details of employees will at all times be handled with the utmost integrity and confidentiality. Winhold’s employees freely pursue their work–related rights of equality, dignity, privacy, freedom of religion, belief and opinion, occupation and profession, fair labour relations, safety and health, language and culture in terms of the Constitution of South Africa. This is facilitated through a corporate culture well supported by the necessary policies and procedures, as well as training in a variety of areas such as intercultural diversity, employment equity, safety, health and the environment, literacy and life skills.

No incidents of discrimination were reported during the year under review.

Part of Winhold’s process of developing the employment equity plan was establishing employment equity committees at plant level across all divisions, employing more than 30 people on the site. The Inmins Group which operates small trading branches has established a central Employment Equity Committee and Mr Renier Kruger (the Inmins MD) personally chairs this committee to ensure that the Group’s Equity Strategy is communicated to the work place and is implemented at the branches.

Winhold’s employment equity status for their full time South African staff at 30 September 2016 is:

The Prior year equity status for their full time South African staff at 30 September 2015 was:

maLeFemaLe totaL

–––6272255

–––54–9

1–12419

–––

54201161416

–––995

23

113

15103

33

77

285272

103

88

31130227171575

99

39192284194727

African Coloured Indian White tOtAL African Coloured Indian White tOtAL

Top ManagementSenior ManagementProfessionalSkilledSemi–skilledUnskilledtotal permanent

–17

4922–

79

118

625723

152

maLeFemaLe totaL

–––6181034

1–243–

10

11–5119

–––

41172133346

–––7

124

23

112

14103

31

93

284471

92

104

30106201141492

145

38172237152618

African Coloured Indian White tOtAL African Coloured Indian White tOtAL

Top ManagementSenior ManagementProfessionalSkilledSemi–skilledUnskilledtotal permanent

2–6

5114–

73

418

663611

126



PG20

HEALTH AND HIV

Winhold continues to pursue its policy of awareness in training, voluntary testing and counselling, as well as assisting with HIV/Aids medication to those employees who cannot afford to belong to any form of medical aid. We recognise that Winhold has a duty to inform, educate and assist our employees who have been impacted by the pandemic. We assist through providing access to comprehensive programs, which include:

• Providing treatment against the opportunistic diseases to which HIV–positive employees are more susceptible. They are also encouraged to seek appropriate antiretroviral treatment at state hospitals or through their medical aid scheme;• Assisting staff to get subsidized medical costs for HIV–positive employees who do not belong to a medical aid scheme; and• Educating our workforce through programs offered in conjunction with external health service providers which are available across the Group’s South African and African operations.

The Germiston site has an in–house clinic staffed by external health care professionals who provide on–site medical care and advice and facilitate confidential health care programmes such as HIV/Aids and Tuberculosis. This clinic also seeks to reduce absenteeism and ensure sick leave taken is appropriate.

RECOGNISING OUR PEOPLE

We recognise that our people, working in teams, are an integral component of our sustainable business model. The Group has many internal trophies and awards for achievements where successful businesses, teams and individuals receive floating trophies and certificates for a wide range of business achievements such as “the Coke Supplier of the Year”, and the Makrosafe Holdings Gold Status award for Occupational Health and Safety.

TRAINING AND PEOPLE DEVELOPMENT

Training and developing our workforce has become an increased focus in the Group over the last year. Training levels and costs are measured and reported on to ensure that this strategic focus area is addressed. Ongoing learning is facilitated through on–the–job training and informal mentoring programmes. During 2016 training expenditure in continuing operations was R839 000.

During the year Winhold again received its full annual grant of 20% of Skills Levy payment by timeously submitting its workplace skills plan to the various SETAs. With the reduction of the automatic SETA grants, a new learnership program has been launched in both Gundle and Inmins to provide Group specific training to staff members who show promise. In Gundle, for example, there are 6 learnerships on the Plastics Industry Federation Learnership program where theoretical learning is done in conjunction with practical on the job training and Inmins has set up a training matrix for its employees which is SETA financed through funds received back from SETAS on the Skills Levies paid.

INDUSTRIAL RELATIONS

Trade Union membership (predominantly in the Gundle Plastics divisions) reduced in comparison with the previous year largely due to the reduction of staff to 46% (2015: 56%). Membership is spread over 5 unions with NUMSA being the largest union representing 23% (2015: 23%) of the workforce. Other unions represented include: GIWUSA, SPRAWU and CEPPAWU.

Gundle is a member of SEIFSA (Steel and Engineering Industries Federation of South Africa), which is a member of the Metal and Engineering Industry Bargaining Council (“MEIBC”). Collective wage and other conditions of service agreements are concluded every 3 years between employer and employee union representatives, effective in July. These agreements include clauses for annual wage increments and other smaller benefit changes. The last 3 year agreement was concluded in June 2014.

Gundle is in the third of a three year wage agreement. Germiston has had to continue with its cost cutting plan to return to profitability which has had a negative effect on Industrial relations, but it is imperative to protect all the remaining jobs in the business.

Conway Johnson Rustenburg, a division of Inmins Trading, which was severely impacted by the miners’ strike in the platinum belt during the first five months of 2014 is slowly returning to profitability as a result of the resumption of business in that area, albeit at a much lower level than before.



PG21

SOCIO ECONOMIC REVIEW

Procurement

Where possible, the Group seeks opportunities to increase its procurement of products and services from accredited BEE suppliers. In 2016, 88,5% of total procurement was with such suppliers, an increase of 13,3% over 2015. Particular focus is put on broad based and black woman owned enterprises.

Enterprise Development

Winhold’s focus has been to develop identified black owned businesses within the Group’s own value chain. The Inmins focus has been on spending time and resources on developing the two Zenzele operations in which the Group owns a minority stake (34%). Zenzele Mpumalanga is a black woman–owned business focusing on the Eskom power stations in the Highveld region. The Group’s management and head office support staff provide extensive coaching and administrative support to develop this business. Zenzele Natal is a black–owned business with products similar to those supplied by Chick Henderson into the Durban market. This well–established and well–run business accesses the Groups’ buying capacity for pricing advantages and has full access to the Groups’ infrastructure backbone. Zenzele Natal has been profitable for many years now. Details of the results of these businesses are set out in Note 9 to the financial statements.

The Gundle focus has been on assisting with the launch and development of ‘Fubu Packaging and Trading (Pty) Ltd’, a new entrant into the plastic packaging market founded by one of the Groups’ BEE partners, Mr Zola Fubu. The Group provided an initial funding loan to the Company and provides office and infrastructure support and senior management have provided time and resources to facilitate product knowledge transfer and industry introductions to this business. The Group continues to provide financial support by way of extended credit terms. Orders are now being received and Mr Fubu is very positive about the prospects of this business.

The Gundle Group is also involved in enterprise development projects assisting new entrant black–owned SMME’s in the pallet manufacture and brick pallet stabilisation businesses. Mashaba Pallets builds new and reconditions wooden pallets which Gundle uses to distribute its products on and Gundle API and Apollo bricks have a joint project developing Selese Plastics, a business focused on packing of bricks using API product and know-how.

Mama’s Kitchen is a black woman owned enterprise operating out of the Gundle Springs factory which provides food for Gundle employees at subsidized rates. The kitchen area, kitchen equipment, lights and water are provided free of charge to the business.

ENVIRONMENTAL IMPACT ASSESSMENT

The Winhold Group has always had a very low environmental impact footprint and we continue to roll out operational action plans to measure and reduce this.

The Inmins Group comprises mainly trading operations which sell products to the mining and industrial sectors. Those operations are run on low cost budgets which minimise the use of power, water, fuel and paper. Noise, water and air pollution are negligible.

The Gundle operations manufacture plastic sheeting. While plastic itself has a negative reputation in environmental circles, Gundle sheeting has many positive environmental aspects which the Group actively seeks to optimise.

Firstly, plastic sheeting is is 100% recyclable and Gundle recycles its own scrap and scrap purchased from SMME individuals who reclaim plastic scrap from waste disposal sites. Gundle API is one of the largest users of re–cycled LDPE plastics in Sub Saharan Africa and makes extensive use of re–cycled material in its product range, providing a large volume demand for re–cycled product within the whole South African market.

Secondly, plastic sheeting is used extensively in environmental protection such as dam linings and dam coverings which dramatically reduce water loss through seepage and evaporation and is used to prevent contamination of soil and ground water in hazardous waste sites. Gundle Geosynthetics is extensively involved in this water preservation and hazardous material and waste containment sector.



PG22


CORPORATE SOCIAL INVESTMENT

Winhold recognises that it is an integrated component of the South African Social structure. Corporate Social Investment (CSI) is focused in our own ‘back yard’ where our products and our people can make a difference to own neighborhoods. The Group does not make large profits so this spend is very focused on projects where the ‘value–added’ can be seen, measured and recognised.

Gundle API and one of its customers (Apollo Bricks) saw an opportunity to uplift the Tembisa community in partnership with Messrs Peter Seale, Matome Sebola and Pulane Leduma who created “Selese Plastics”. Gundle API and Apollo jointly purchased a band sealer for making plastic shrouds to cover building bricks which is loaned to Selese bricks. The tubing for brick covers is sold to Selese Plastics to convert into shrouds to cover bricks. Selling prices were also discounted by some 35% when comparing invoiced prices to those of a Brick Yard (Sales R557 199). The credit terms allowed are 60 days net, this is also extended from time to time with no real payment pattern. Gundle API provides Selese with feed plastic stock and Apollo were the test customers, but their full product range includes other plastic products for other local business. In its first year API provided feed stock to the value of R1 157 131 and the project is expected to grow substantially over the next 5 years.

Mama’s Kitchen – API provides canteen facilities free of charge to Mama’s Kitchen, a Local Economic Enterprise Development Project. Mama’s Kitchen not only sells meals etc. to API employees but also to staff of the neighbouring factories/companies. The cost of the facilities and benefits are in the region of R22 500 per month.

Tselopeu Trading & Projects – Tubing for brick covers is sold to Tselopeu Trading & Projects, a Local Enterprise Development Project at subsidized prices to convert into shrouds to cover bricks. Selling prices were discounted by some 35% when comparing invoiced prices to those of a brick yard. Subsidised sales for the year amounted to R1 414 029.

Social Economic Development – when API employees work a 12 hour shift due to absenteeism or running Plant 11 which is not manned with permanent employees, the taxi owner is compensated for seats not filled. This subsidy amounted to R27 226. Gundle Geosynthetics is a proud sponsor of the Epilepsy Foundation of South Africa (Geduld Branch) which cares for 180 individuals on a daily basis including 98 that live ‘on site’.

Inmins Trading has sponsored various needy disabled students who are on an accountancy learnership programme to the value of R23 000 with the College of People Management and Development in Norwood Johannesburg.


PG23

Apply Partially Under review Applied Do not apply

The extent to which Winhold has applied with the Code of Corporate Practices and Conduct as set out in the King III report is given in the table below:

a

a

a

a

a

a

a

a

a2a

a3

a

a5

a6

a

a

a7

a

a

a

a

a

a

a1

a4

ethicaL LeaDeRShiP aND coRPoRate citiZeNShiP

• Effective leadership based on an ethical foundation• Responsible corporate citizenship• Effective management and Company’s ethics• Assurance statement on ethics in integrated annual report

BOARDS AND DIRECTORS

• The board is the focal point for and custodian of corporate governance • Strategy, risk, performance and sustainability are inseparable• Directors act in the best interests of the Company • The Chairman of the Board is an independent non–executive director• Framework for the delegation of authority has been established• The Board comprises a balance of power with a majority of non–executive directors who are independent • Directors are appointed through a formal process • Formal induction and ongoing training of directors is conducted • The Board is assisted by a competent, suitably qualified and experienced Company Secretary • Regular performance evaluations of the Board, its committees and the individual directors • Appointment of well–structured committees and oversight of key functions• An agreed governance framework between the Group and its subsidiary boards is in place • Directors and executives are fairly and responsibly remunerated• Remuneration of directors and senior executives is disclosed • The Company’s remuneration policy is approved by its shareholders • The board should provide effective leadership based on an ethical foundation• The board should ensure that the Company is and is seen to be a responsible corporate citizen• The board should ensure that the Company’s ethics are managed effectively• The board should ensure that the Company has an effective and independant audit committee• The board should be responsible for the governance of risk• The board should be responsible for Information Technology (IT) governance

KING III INDEX


PG24


a 8

a 10

a

a

a

a

a

a

a

a2

a11

a

a9

a

a

a

a

a

a

a

a8

a 8

a 15

a9

• The board should ensure that the Company complies with applicable laws and considers adherance to non-binding rules, codes and standards• The board should ensure that there is an effective risk-based internal audit• The board should appreciate that stakeholders’ perceptions affect the Company reputation• The board should ensure the integrity of the Company’s integrated report• The board should report on the effectiveness of the Company’s system of internal controls• The board and its directors should act in the best interests of the Company• The board should consider business rescue proceedings or other turnaround mechanisms as soon as the Company is financially distressed as defined in the Act

iNteRNaL auDit

• Effective risk–based dedicated internal audit function• Written assessment of the effectiveness of the Company’s system of internal controls and risk management• Internal audit is strategically positioned to achieve its objectives

AUDIT COMMITTEE (AUDIT & RISk COMMITTEE)

• Effective and independent• Suitably skilled and experienced independent non–executive directors• Chaired by an independent non–executive director• Oversees integrated reporting• A combined assurance model is applied to improve efficiency in assurance activities• Satisfied itself of the expertise, resources and experience of the Company’s finance function • Oversees the internal audit• Integral to the risk process• Reports to the Board and shareholders on how it has discharged its duties• Oversees the external audit process

comPLiaNce with LawS, coDeS, RuLeS aND StaNDaRDS

• The Board assures that the Company complies with relevant laws• The Board and directors have a working understanding of the relevance and implications of non–compliance • Compliance risk forms an integral part of the Company’s risk management process• The Board has delegated to management the implementation of an effective compliance framework and process

KING III INDEX


PG25


a

a

a

a

a

a

a

a

a

a

a

a

a

a

a

a

a

a

a

a

a

a

a12

a8

a 13

INTERNAL RISk

• Internal Audit should follow a risk-based approach to its plan• The Audit Committee should be responsible for overseeing internal audit

GOvERNING STAkEHOLDERS’ RELATIONSHIPS

• Appreciation that stakeholders’ perceptions affect a Company’s reputation• Management proactively deals with stakeholder relationships• There is an appropriate balance between its various stakeholder groupings• Equitable treatment of stakeholders• Transparent and effective communication to stakeholders• Disputes are resolved effectively and timeously

the GoveRNaNce oF iNFoRmatioN techNoLoGY

• The Board is responsible for information technology (IT) governance • IT is aligned with the performance and sustainability objectives of the Company• Management is responsible for the implementation of an IT governance framework• The Board monitors and evaluates significant IT investments and expenditure• IT is an integral part of the Company’s risk management• IT assets are managed effectively• The audit and risk committee assists the Board in carrying out its IT responsibilities

THE GOvERNANCE Of RISk (AUDIT & RISk COMMITTEE)

• The Board is responsible for the governance of risk and setting levels of risk tolerance• The audit and risk committee assists the Board in carrying out its risk oversight responsibilities• The Board delegates the process of risk management to management• The Board ensures that risk assessments and monitoring is performed on a continued basis • Frameworks and methodologies are implemented to increase the probability of anticipating unpredictable risks• Management implements appropriate risk responses• The Board receives assurance on the effectiveness of the risk management process• Sufficient risk disclosure to stakeholders• The board should ensure continual risk monitoring by the management

KING III INDEX


PG26


a

a

a14

NOTE ExPLANATION

1. Winhold’s Chairman, Mr. WAR Wenteler, is classified as non–executive but not as ‘independent’, given his material shareholding in Winhold. In line with the recommendations of King III, Winhold has appointed Ms. R Naidoo as lead independent director to compensate for the lack of an independent non–executive chairman, as well as ensuring that the composition of non–executive directors on its board exceeds the number of executive directors.2. Ms M Fry, Mr H Jeena (see also note 11 below) and Ms R Naidoo are independent non–executive directors and the board confirms that they are independent. Mr WAR Wenteler, and Mr PC Nash represent material shareholdings in Winhold. The majority of directors on the board are, however, non–executive directors. 3. New directors are provided with formal induction training by the Chairman and the Group CEO and CFO. The board believes that the existing directors have sufficient experience and knowledge to fulfill their obligations as directors and that they all individually participate in sufficient ongoing continuous professional education training and updates to keep up to date with changes to legislation, sustainability reporting and other industry and regulatory developments.4. The Chairman performs an informal annual performance review of the board, its committees and individual directors. Going forward, this process will be formally overseen by the Remuneration and Nomination Committee (“ReNomCo”).5. The Winhold board is small and most directors have an intimate knowledge of the operations of the business. All of the board committees meet regularly and are effective. 6. The subsidiary Company boards function primarily as operational boards under the guidance and management of the Winhold Board. The Group CEO chairs these boards and ensures that all Winhold board governance matters are timeously dealt with at the subsidiary boards. . 7. Ordinary resolution number 4 proposed at the next AGM again proposes a non–binding advisory vote on the Company’s remuneration policy.8. Winhold does not have an independent internal audit department. The Financial Director oversees a peer review and assessment program which reviews high level financial internal controls and disciplines in each of the business units. In addition, each site executive reviews and signs off the ‘key internal controls’ operated each month and submits this to their ‘line director’ for action (and copies the Group Financial Director).9. The Group has a formal ‘combined assurance plan’ which sets out which risks are not reviewed or audited and how the rest are. Staff do “peer reviews” using a formal and structured “Financial Discipline Reviews”, which is formally approved by the Audit and Risk Committee annually, “Month End file Reviews” and “Head Office stock counts programs”. The written Financial Discipline Reviews and Month End file Reviews do assess the effectiveness of the high level financial controls at the individual sites, but the value of this is limited to the skills of the person doing the peer review. The responsible ‘Line Directors’ oversee this process and review these reports and ensure corrective action is taken. “Legal Compliance Reviews” are not yet done as time and resources have not yet become available but the main board reviews and signs off this decision every year.10. Winhold has no independent Internal Audit function as the board believes that the internal Peer Review program is more cost effective and is adequate.

INTEGRATED REPORTING & DISCLOSURE

i• Ensures the integrity of the Company’s integrated annual report• Sustainability reporting and disclosure is integrated with the Company’s financial reporting• Sustainability reporting and disclosure is independently assured

KING III INDEX


PG27

FRAMEWORK

Winhold Limited (‘the Company’) is a Public Company incorporated in South Africa under the provisions of the Companies Act No. 71 of 2008, as amended, and the Regulations thereto (‘the Act ’) and is listed on the Johannesburg Stock Exchange (‘the JSE’).

The Company’s board of directors (‘the Board’) is committed to ensuring that the Company is governed appropriately. The Board recognises the responsibility of the Company to conduct its affairs with prudence, transparency, accountability, fairness and in a socially responsible manner. The Company applies the principles of the Code of Corporate Practices and Conduct as recommended in the King Report on Governance for South Africa 2009 (‘King III’), as well as with the spirit and form of the obligations that exist in terms of the JSE Listings Requirements.

During the financial year under review the Audit and Risk Committee was again tasked with reviewing the recommendations and principles of King III. It was established that in substance, the Company continues to apply most of the principles. Where appropriate however the governance structures have been amended. The Company will be focusing on certain initiatives to further strengthen the Group’s application of the principles over the course of the new financial year. Material aspects of this will be:

• The appointment of a full time CFO;• The enhancement of the risk management framework, including greater oversight of IT governance matters;• The further development of a social and ethics committee; and • Further development of this integrated report for the year ended 30 September 2017.

The Act came into effect on 1 May 2011. To be aligned with this legislation, shareholders will again be asked, at the Annual General Meeting on 22 February 2017, to re–appoint all the members of the Audit and Risk Committee and individually consider resolutions on non–executive directors’ fees and re–approve the provisions of s44 and s45 on financial assistance where appropriate.

11. During the year Ms M Fry was appointed as an independent non–executive director of the Group. She has no shareholding in the Group. Mr H Jeena continued his appointment as a non-executive director and audit committee chairman during 2016. He has no shareholding in the Group. Likewise Ms R Naidoo has no shareholding in the Group and is independent. The majority of the Audit and Risk Committee members are independent, while Mr Nash is not independent (as noted in 2. above).12. Any disputes between stakeholders are resolved by the Group CEO with extensive consultation with the Group Chairman.13. The Board is currently considering processes to assist in determining how ‘information assets’ can be identified, managed and measured. Once this process is defined, information asset management will be included in the board reports. IT systems are, however, included in the ‘risk assessment processes and are included in the main board ‘Risk Register’.14. Winhold is still developing and refining the sustainability structures and reporting. The Audit and Risk Committee reviews and oversees the process to give the board and shareholders assurance on this process. The board does not believe it is cost effective or necessary to subject the process to external assurance at this time, and the report is reviewed by the Group Secretary (John O’Connor, ACIBM) who is independent of the finance and management teams responsible for managing and compiling this report.15. The company does not presently have a full time CFO, but believes it is fully covered by the CEO acting as CFO until such time as a permanent CFO is appointed.

KING III INDEX & CORPORATE GOVERNANCE REPORT

CORPORATE GOVERNANCE REPORT


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BOARD GOVERNANCE STRUCTURE

The general powers of the Board and the directors are conferred in the Act and the Company’s Memorandum of Incorporation. The terms of reference for the Board are set out in the Company’s board charter which is reviewed periodically. During the year under review the charter was again reviewed and found to be in line with the recommendations and principles of King III and the provisions of the Act. The charter codifies the powers and authority of the Board and provides a clear and concise overview of the responsibilities and accountability of the Board members, both collectively and individually, including the policy and procedures for appointments to the Board as facilitated by the Remuneration and Nominations Committee. The board charter is available on the Company website or on request from the Company Secretary.

The Board has adopted a unitary board structure. The Board acts as a collective and no individual member of the Board has power to bind the Company. The responsibility for running the Board and executive responsibility for the conduct of the business are differentiated in the board charter. Accordingly the roles of the Chairman of the Board and of the Chief Executive Officer are separated, with Messrs. WAR Wenteler and W Fourie holding these positions respectively.

During the year the company, for a period, did not have the requisite balance between the executive and non-executive directors and the audit committee was not properly constituted. This has been corrected as of 1 February 2016. During the 2016 financial year, up to and including the year-end, the company was therefore not in compliance with Section 3.84 (d) of the JSE Listing Requirements.

DIRECTORATE

As at the date of this report, the Board comprised one executive director and five non–executive directors. Mr Fourie currently occupies the position of CEO and FD until a suitable candidate for the FD position can be found. ReNomco has not actively pursued the appointment of a Financial Director as the Group has been under cautionary since November 2015. Ms M Fry, Mr H Jeena and Ms R Naidoo are “independent” as defined by King III, while Messrs. WAR Wenteler and PC Nash represent significant shareholders. All have the required knowledge, skills and independence of thought to pass sound judgment on the various key issues relevant to the Company’s management. When appointing directors, consideration is given to gender and racial diversity, as well as diversity in business, geographic and academic backgrounds. Tailored induction programmes are planned to familiarise newly appointed directors with the Group’s operations. The particulars of the directors are set out in the Board of Directors’ section of the integrated annual report. On 1 February 2016 Ms M Fry was appointed to the Board as an independent non–executive director and member of the Audit and Risk Committee.

At least one–third of the Board’s non–executive directors retire each year at the annual general meeting in terms of the Company’s Memorandum of Incorporation. Retiring directors who are eligible may offer themselves for re–election. In line with the revised JSE requirements executive directors are not required to ‘retire’ at the AGM.

BOARD AND DIRECTOR ASSESSMENT

The Board is required to assess its performance against its charter requirements on an annual basis. This assessment was done by the Chairman and it was found that, in all material respects, the Board complied with these requirements. The Chairman continued to monitor and manage the participation of the Board’s members, and considered the development requirements, if any, of each director.

In addition, during the year under review, the Remuneration and Nomination Committee (ReNomco) independently considered the performance of the Chairman and Chief Executive Officer. The Audit and Risk Committee with the input of the Independent Auditors, formally assesses the capability and capacity of the chief financial officer. The Chairman, the Chief Executive Officer and Acting Chief Financial Officer did not participate in the Board’s discussions regarding their own performance.


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BOARD MEETINGS

During the year under review the Board met formally on four occasions to conduct the normal business of the Company.Attendance at these meetings is summarised in the table below:

COMPANY SECRETARY

The Company Secretary for the full period under review was Mr John O’Connor. All directors have unlimited access to the advice and services of the Company Secretary, who is accountable to the Board for ensuring that Board and JSE rules, policies and procedures are complied with and that sound corporate governance and ethical principles are adhered to.

The Company Secretary’s principal responsibilities to the Board and the individual directors are to:

• Guide them in the discharge of their duties, responsibilities and powers;• Provide information, advice and education on matters of ethics and good governance; and• Ensure that their proceedings and affairs, and those of the Company, are properly administered in compliance with all relevant legislation, in particular the Act and the JSE Listings Requirements.

The Board has in a meeting reviewed through discussion and assessment, the qualifications, experience and competence of the Company Secretary, which process takes place on an annual basis and considers the relationship to be conducted at an arm’s length sustainable basis. The Company Secretary is not a director of the Company or any of its subsidiaries. A short CV of the Company Secretary is set out on page 43.

BOARD COMMITTEES

The Board is assisted in the discharge of its duties and responsibilities by the ‘Audit and Risk Committee’, the ‘Remuneration and Nomination Committee’, the ‘Social and Ethics Committee’ and the ‘Intermediate Authorisation Sub Committee’ (“IASC”). While the Act prescribes some self–standing responsibilities of the Audit and Risk Committee to shareholders directly, the ultimate responsibility at all times, however, vests in the Board and the Board therefore does not abdicate its responsibilities to these committees.

When appropriate, ad hoc committees are formed to facilitate the achievement of specific short–term objectives.

Name 19.11.2015 24.02.2016 20.06.2016 24.08.2016

WAR Wenteler (chair) √ √ √ √

W Fourie √ √ √ √

R Naidoo √ √ √ √

PC Nash √ √ √ √

H Jeena √ √ √ √

M Fry – √ √ √

key: √ = in attendance / X = not in attendance / – not a director.



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The ‘Audit and Risk’, ‘Social and Ethics’ and ‘Remuneration and Nomination’ committees act within formalised terms of reference which have been approved by the Board and which have been reviewed to reflect the Company’s application, where appropriate, of the principles embodied in King III and the statutory requirements of the Act. The terms of reference set out the committees’ purpose, membership requirements, duties and reporting procedures. Relevant legislative requirements, such as those incorporated in the Act, are incorporated in the sub–committee charters. Board committees, and their members, may take independent professional advice at the Company’s expense with the prior approval of the Chairman.

There is full disclosure, transparency and reporting from these committees to the Board at each Board meeting, and the chairpersons of the committees avail themselves at the annual general meeting to respond to shareholders’ queries.

AUDIT AND RISK COMMITTEE (‘AUDIT COMMITTEE’)

During the year under review the Audit Committee comprised Mr H Jeena (the Chairman) Ms M Fry, Ms R Naidoo and Mr Peter Nash who are all non–executive directors, of whom only Mr P C Nash is not independent.

The Company’s external auditors, the Chairman of the Board, the Chief Executive Officer, the Acting Chief Financial Officer, and other senior executives attend the audit committee meetings by invitation.

In compliance with the Act, shareholders will be asked at the annual general meeting on 22 February 2017 to individually re–elect the members of the Audit Committee. The current members are available for re–election.Each operating subsidiary has an operational board which monitors risk management and compliance activities. These operational boards are chaired by the Company’s Chief Executive Officer and meet at least three times a year with the relevant operational (line) directors in attendance. The Audit Committee met twice during the year. The attendance of the members is reflected in detail in the table below:

key: √ = in attendance / x = not in attendance / – = not a member / (1) by invitation.

The Audit Committee is responsible for the management of key financial and operating control risks and, in particular, assists the Board in the following matters:

• Monitoring the financial reporting process;• Recommending the appointment of an independent registered auditor and determining the terms of engagement and approving fees for audit and non–audit work undertaken;• Monitoring the operation and effectiveness of internal control systems, including information technology controls;• Overseeing the internal peer review function, monitoring its effectiveness and reviewing corrective action;• Overseeing the implementation and effective operation of a structural risk management process that incorporates insurance, health and safety, legal compliance and environmental issues;• Implementing sound corporate governance policies;

Name 19.11.2015 19.05.2016

H Jeena (chair) √ √M Fry – √R Naidoo √ √PC Nash √ √WAR Wenteler √ (1) √ (1)W Fourie √ (1) √ (1)



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• Reviewing and recommending to the Board for approval the interim and annual financial statements, assessing the quality of the internal controls, the going concern status of the Company, interim and final dividends and other special payments to shareholders;• Considering and satisfying itself, on an annual basis, of the expertise and experience of the Chief Financial Officer.

Mazars was reappointed as the Company’s external auditors by shareholders at the Company’s annual general meeting on 25 February 2016, for a period of 1 year. With specific reference to the non–audit services provided by the external auditor, at the recommendation of the Audit Committee, the Board has resolved that the auditors shall not:

• Function in the role of the management;• Audit their own work; and • Serve in an advisory role for the Company.

Where relevant, all non–audit specific service engagements with the external auditors were pre–approved by the Audit Committee Chairman.

The Audit Committee discharged the functions ascribed to it in terms of the Act and the JSE Listings Requirements as reported in the Directors’ Report. It also complied in all material respects with its mandate and responsibilities prescribed in the applicable charter.

REMUNERATION AND NOMINATION COMMITTEE (‘RENOMCO’)

As at 30 September 2016 the members of ReNomCo were Mr WAR Wenteler, Ms R Naidoo and Mr PC Nash. The Company’s Chief Executive Officer and Company Secretary attend relevant parts of ReNomCo meetings by invitation.

ReNomCo met four times during the year under review and the attendance detail is reflected in the table below:

Key: √ = in attendance: x = not in attendance; – = not a member.

ReNomCo assists the Board by overseeing the following activities:

• Ensuring that the Company’s directors and the Group’s senior executives are competitively rewarded for their individual contributions to the Group’s overall performance. ReNomCo ensures that the remuneration of the senior executive members of the Group is set by a committee of Board members who have no personal interest in the outcomes of their decisions and who will give due regard to the interests of shareholders and the financial and commercial health of the Company;• Succession planning for, and approving the appointment of, senior executives within the Group;• Recommending an appropriate remuneration and reward framework (including salaries, benefits, share options and incentive schemes) to ensure that the Group’s employees are appropriately engaged and retained. The framework considers guaranteed remuneration, short–term and other incentives and benefits;• Reviewing the composition of the Board and its committees with respect to size, diversity, skills and experience; • Recommending the appointment of directors to shareholders.

ReNomCo complied in all material respects with its mandate and responsibilities prescribed in the applicable charter.

Name 19.11.2015 24.02.2016 19.05.2016 23.08.2016

R Naidoo (Chair) √ √ √ √PC Nash √ √ √ √WAR Wenteler √ √ √ √



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SOCIAL AND ETHICS COMMITTEE

This committee was established in terms of regulation 43(5) of the Act. At 30 September 2016, its members were Ms R Naidoo, Mr P du Preez, Mr W Fourie and Mr GJ O’Connor. Its duties are to monitor the Company’s activities, having regard to any relevant legislation, other legal requirements or prevailing codes of best practice, with regard to matters relating to social and economical development, including the Company’s standing in terms of the goals and purposes of the 10 principles set out in the United National Global Compact. These include the protection of Human Rights, the upholding of Labour and Environmental standards and the rejection of corruption in all forms. The Committee has one scheduled meeting in each calendar year, however special meetings of the Committee may be called on an ad hoc basis as the business of the Group requires.

The Social and Ethics Committee met once during the year under review. The tough economic climate in the country has regrettably brought with it an increase in fraud and corruption, and Winhold, like many South African corporate entities, has not been spared the impact of this. The few confirmed incidents of theft and corrupt behavior were dealt with swiftly and decisively and the Group’s zero tolerance attitude to unethical behavior was strongly reinforced. Management, with the assistance of the Committee, actively monitors the ethical climate within the Group and refresher training on the Code of Ethics is held at the beginning of each year.

INTERMEDIATE AUTHORISATION SUB COMMITTEE (“IASC”)

The IASC is a board subcommittee that reviews items of delegated authority in excess of the CEO’s delegated authority but below the level retained for full board approval. Capital expenditure, by way of example, between R2,0 million and R8,0 million is approved by the IASC. The IASC reports back to the board at each board meeting. The members of this committee are Messrs WAR Wenteler, PC Nash and W Fourie.

DEALINGS IN JSE SECURITIES

The Company and its directors comply with the JSE Listings Requirements in respect of trading in Company shares. In terms of the Company’s closed–period policy, all directors and staff are precluded from dealing in Company shares while the share is under cautionary or where there is a material transaction pending or during closed periods, from the end of the reporting period until the release of the Group’s interim and final results, respectively. The same arrangements apply for closed periods during other price–sensitive transactions for directors, officers and staff that may have access to price–sensitive information. A pre–approval policy and process for all dealings in Company shares by directors and selected key employees is strictly followed. Details of directors’ and the Company Secretary’s dealings in Company shares are disclosed through the Stock Exchange News Service (SENS).

The Company Secretary regularly disseminates written notices to inform the directors, executives and employees regarding the insider trading legislation and advises them of closed periods.

INVESTOR RELATIONS AND COMMUNICATION WITH STAKEHOLDERS

The Company strives to be transparent, open and to have clear communications with all of its relevant stakeholders. In this regard, the Company seeks to continually improve upon its communication efforts through relevant disclosure of financial and other information. Reports, announcements and meetings with investment analysts and journalists, as well as the Company website, are useful conduits for information.



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The Chairman of the Board is primarily mandated to deal with all Investor Relations matters with the Group’s Shareholders. Only the Chairman and CEO are mandated to talk to the press and make press announcements. All Executives are involved in interacting with other stakeholders (customers, staff, suppliers and representative trade unions).

The Chairman of the Board and the Board committees are expected to attend the Company’s annual general meeting and shareholders can use this opportunity to direct any questions they may have. A summary of the proceedings of general meetings and the outcome of voting on the items of business is available on request.

No requests for information in terms of the Promotion of Access to Information Act, 2000, were received during the period under review. Further detail of the Company’s stakeholder engagements is set out in the sustainable development report.

KEEPING ABREAST OF LEGISLATIVE REqUIREMENTS

The Company Secretary and all of the Company’s individual directors keep the Company abreast of generic and industry specific legislative and regulatory developments, both pending and apparent, and ensure that the Board, management and employees are informed and, where necessary, trained on these developments and the implementation thereof.In the year under review the Company remained focused on the changes brought about by, inter alia, King III and the Act, as well as changes to consumer and product legislation as addressed more fully in the sustainable development report and took note of the Consumer Protection Act, the Protection of Personal Information Act, the Labour Relations Amendment Bill, the Basic Conditions of Employment Amendment Bill, the Employment Equity Amendment Bill and the Employment Services Bill, published between 2009 and 2011.

PARTICIPATION IN INDUSTRY FORUMS

The Company and its subsidiaries participate in various forums that represent the interests of an industry or sector of the economy, including the Plastics Industry Federation of South Africa and SEIFSA. Care is taken to ensure that proceedings at these forums do not contravene competition regulations.

EMPLOYMENT EqUITY AND SKILLS DEVELOPMENT

The board is committed to providing equal opportunities to all employees for reward and progress based on merit and ability, regardless of their race, ethnic or social origin or gender. Employment equity plans / reports are submitted to the Department of Labour as required.

The Group is aware of the historical imbalance in respect of previously disadvantaged persons and accordingly affirmative action strategies have been and continue to be implemented to achieve employee profiles more in line with the demographics in country. Emphasis is being placed on skills development and skills transfer through the provision of training in a wide range of subjects, either through in–house facilities, accredited training providers, or external courses.

ETHICAL STANDARDS AND SOCIAL RESPONSIBILITIES

A primary duty of the board, its committees, directors, officers and managers of the Group is to ensure that our ethics policy, code of conduct, code of ethics and corporate values are adhered to.



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ETHICAL LEADERSHIP

At Winhold, good corporate governance is a way of life rather than a set of rules. We believe that stakeholders can only derive full, sustained value from a business founded on honesty, integrity, accountability and transparency. Winhold is committed to applying good corporate governance principles in a manner that complements its entrepreneurial flair.

CORPORATE VALUES

Our value system promotes:• Accountability to customers, employees and stakeholders• Business growth• Decentralisation of decision making to ensure a spread of accountability• Entrepreneurship and innovation• Non–discrimination and equal opportunity• Fairness, honesty and accountability in stakeholder interaction• Respect for human dignity, human rights, social justice and the environment • Service excellence, creating an exceptional place in which to work and do business• Transparency and open lines of communications

CODE OF CONDUCT

the code demands:• the highest standards of integrity and behaviour in dealings with stakeholders and wider society;• business conduct based on fair commercial practices;• non–discriminatory employment practices and promotion;• proactive engagement on environmental, social and sustainability matters;• development and empowerment of all employees through training and education in order to meet the demands of the market and benefit from the growth of the Group.

CODE OF ETHICS

Our code fosters Group–wide ethical business practices and requires:• regular and formal identification of ethical risk areas;• development and strengthening of monitoring and compliance policies, procedures and systems;• easily accessible, confidential and non–discriminatory reporting (whistle–blowing);• alignment of the Group’s disciplinary code with its code of ethics;• integration of integrity assessment with selection and promotion;• induction of new appointees;• training in ethical principles, standards and decision making;• regular internal monitoring of compliance with ethical principles and standards;• reporting to stakeholders on compliance.

The board of directors, through its Social and Ethics Committee actively supports the King III Report recommendations relating to integrated sustainability including such areas as ethics, safety and health.



PG35

DIRECTORS’ REMUNERATION

Details of the directors’ remuneration are set out on page 81 and 82.

DIRECTORS’ SHARE OPTIONS

There are no existing share option schemes or other long term incentive schemes in place as at the date of this report.

DIRECTORS’ INTERESTS IN SECURITIES

Details of the directors’ interests in the shares of the Company as at 30 September 2016 are set out on page 51.

INTEREST OF DIRECTORS IN CONTRACTS

The directors did not have any material interest in any transaction of any significance with the Company or any of its subsidiaries during the year under review.

STAKEHOLDERS’ RELATIONS

The Group subscribes to the principles of objective, honest, timeous, balanced, relevant and understandable communication of financial and non–financial information to stakeholders.

The Group acknowledges the task and responsibility of regulators and our relationships with them are maintained in a businesslike manner – frank, open and with mutual respect.

SAFETY, HEALTH AND ENVIRONMENT

The Group is committed to ensuring that employees work in a safe, healthy and clean environment.

The Group recognises that South Africa is facing an HIV / AIDS epidemic of considerable proportions. Although our healthcare system will bear (and is already bearing) the initial brunt of the epidemic, there is little doubt that it is affecting every aspect of our society. We encourage all people to act responsibly at all times. The Group recognises the potential adverse impact of HIV / AIDS on the Group and its employees and is provides counselling services to those affected.

SOCIAL RESPONSIBILITY

The Group has elected to concentrate its social responsibility initiatives on socio–economic advancement of the youth and more broadly on education. Recognising that education is one of the most basic needs of a society and believing that an educated community will sustainably improve the long–term well–being of society, our long term aim is to make a contribution to the advancement of stability in South Africa. Winhold has therefore directed its Corporate Social Investment efforts at supporting education on various levels. Winhold also subscribes to social upliftment through Black Economic Empowerment (BEE) and supports this by having invested in various BEE initiatives. These are described on pages 18-23.



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The Group is a law abiding corporate citizen which pays all its taxes regularly and encourages government to spend its receipts responsibly.

ETHICS

The Group’s code of ethics commits the Group to maintaining appropriate high ethical and moral codes of conduct in its professional and social dealings. This is ingrained in the culture of the Group.

The report of the Social and Ethics Committee of the Board appears on page 32 of this Annual Report.

PRODUCTS, PRODUCT DEVELOPMENT AND GROUP SUPPORT

Winhold acts as investor for own account, as financier and finance conduit for the Winhold Group. Group companies develop their own specialist product ranges. The Group also provides strategic, information technology (IT), legal, HR, taxation, accounting, secretarial, financial and regulatory support and advice to its subsidiaries.

DISTRIBUTION CHANNEL

In the main, each company has its own distribution channel. These channels are based on one–to–one, one–to–many, product sale networks according to the product and client profile.

A limited volume of cross–selling into the various client bases is already taking place and continues to be a priority for future growth.



PG37

King III sets out principles and recommendations regarding executive remuneration, including the requirement for disclosure in the Company’s annual report of remuneration paid to directors and certain other senior employees within the Group.

This report on remuneration and other related matters covers the issues dealt with by the Remuneration and Nomination Committee (“ReNomCo”). Further details regarding the committee and its duties can be found on page 32 in the ‘Governance’ section of this annual report.

REMUNERATION POLICY

The Group’s remuneration policies are formulated to attract and retain the appropriate caliber of employee and to give recognition to and reward superior individual and team performance. The attraction and retention of these employees requires remuneration structures that are seen as fair, transparent and competitive when benchmarked against the market. Remuneration is reviewed annually through internal mechanisms, including the ReNomCo, as well as industry bargaining unit forums.

In addition to competitive structures and benefits, we offer short term incentives such as performance based commissions, target orientated bonuses and branch profit share schemes.

Incentive schemes are used as mechanisms to align the goals of management with those of shareholders. These schemes are designed to ensure sustainable growth in earnings through the setting of demanding performance targets.

REMUNERATION: ExECUTIVE DIRECTORS

Executive directors’ contracts are basic employee contracts and their remuneration packages consist of two elements, namely:

• Fixed remuneration• Flexible remuneration

Fixed remuneration: Guaranteed remuneration

Fixed remuneration includes guaranteed cash packages and the value of benefit contributions, such as pension or provident fund and medical aid. These are benchmarked annually against similar industries and positions of similar responsibility by ReNomCo. The benchmarking process, therefore, takes into account the size and complexity of the executive’s position as well as giving due consideration to the relative size and performance of the businesses for which the executive assumes responsibility.

The committee is satisfied that fair and transparent remuneration procedures and practices are applied and that all executives are appropriately remunerated.

The fixed remuneration earned by the executive directors and the next three highest earning executives / members of management is reflected in Tables 1 and 2 on page 81 of this annual report.

Flexible remuneration: Incentive bonus scheme

A portion of the executives’ earnings is provided in the form of an annual incentive bonus, which is introduced to motivate the executives to deliver sustainable growth.

For the year under review there were no formal incentive schemes in place as the ReNomCo investigates ways to build an appropriate bonus scheme. The 2016 incentive bonus target was primarily based on the achievement of specified financial performance targets. A portion of the incentive bonus is linked to individual performance targets or key performance areas.

REMUNERATION REPORT


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the goals of the incentive scheme are:

• To align the expectations of management and shareholders;• To make management think and act like shareholders and by doing so create a value–based culture within the Company;• To create a sense of ownership and pride; and• To further assist in driving the methodology of capital rationing.

The ReNomCo will review and approve the design of the incentive bonus scheme, which will include the approval of annual targets at the commencement of the period covered by the scheme. The committee will ensure that these targets are fair to both the executives and the shareholders. The committee is also responsible for the authorisation of any payments made under the executive incentive bonus scheme.

In addition to the short term incentive bonus scheme, the ReNomCo is charged with ensuring that the executives remain appropriately incentivized in the medium to long term to promote the sustainability of the Group. There are currently no medium term or long term incentives in place. The ReNomCo considered the implementation of a long term incentive scheme for key executives during the year under review, however, the Committee was of the view that the Group’s current performance and the prevailing economic climate did not justify the adoption of such a scheme for the current financial year. The Committee is satisfied that the Group’s executives are fairly and appropriately remunerated and that sufficient alignment exists between their medium to long term objectives and interests and those of the Group’s shareholders.

There are no abnormal conditions in the contract of the executive director. The flexible remuneration earned by the executive director and key management / members is reflected in Tables 1 and 2 on page 81 of this annual report.

Share option scheme

The Company does not have a share option or share appreciation incentive scheme.

REMUNERATION: NON–ExECUTIVE DIRECTORS

Non–executive directors are currently remunerated on a retainer fee basis with board attendance fees. The Chief Executive Officer recommends the proposed non–executive director fee structures to the ReNomCo after obtaining input from external consultants regarding market trends and current pay practices.

Non–executive directors’ remuneration is pre–approved by shareholders by a special resolution in a general meeting. The remuneration earned by the non–executives is reflected in Table 3 on page 82 of this report.

REMUNERATION REPORT


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RISK MANAGEMENT FRAMEWORK

Business is about taking known and considered business risks and “risk management” must never prevent acceptable business risks from being taken. The Board sets the Group risk tolerance and risk appetite targets for the various businesses. The Board Audit and Risk Committee oversees risk management and the Chief Financial Officer is the Group Risk Manager. Risk identification and management is conducted through a formal process at executive level with an overall strategy of ensuring “risk awareness” is borne in mind but does not overshadow commercial decision making processes.

GROUP RISK MANAGEMENT FRAMEWORK

The Group has a formal process that identifies and prioritises strategic, market, organisational, legal, financial, reputational, and environmental and sustainability risks with the senior executives in each division. A distinct component of this formal process is the building of a risk register of material risks and the current and planned risk mitigation controls and procedures. Each risk is allocated to a specific executive with the agreed review periods for the control operation.

Senior management play an active role in the on–going risk management process and are responsible for the implementation, maintenance and ultimate compliance with the risk process within their business.

The Risk Registers are reviewed quarterly by the responsible ‘line director’ to ensure that the identified risks are still on the “strategic radar” and that the agreed risk mitigation plans are operating as intended.

The Acting CFO participates in the monthly executive review meetings and ensures that the risk mitigation register issues are kept on the “management agenda” as well. The Risk Mitigation Register is reviewed and approved by the subsidiary board of directors and the Group Audit and Risk Committee prior to being approved by the Group Board. The Risk mitigation register also forms an input into the “Combined Assurance Plan” which serves as the Audit Committee’s control summary of how and by whom exposures are being reviewed and sign–off of those that are not.



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The following are the Groups key risk and mitigation controls:


Returning Gundle Industrial and consumer packaging division to acceptable levels of return on equity.

Production overcapacity in the market has resulted in an inability to pass cost increases on into the market

Returning Inmins Mining Division to acceptable levels of return on equity. Changes in mine procurement, increased imports and disintermediation in South Africa with most mining expansion taking place outside South Africa.

Failure to implement transformation quickly enough. Skills shortages, ageing profile of management, changes in supplier. Procurement criteria and fast changing DTI BBBEE transformation requirements puts financial strain on thin margin businesses like ours.

Dependence on key suppliers with no local alternatives. Eskom (Power) and Sasol (Plastic).

Power requirements are too large for backup generators and supply lead times too long for imported plastics.

Excessive disclosure of competitive information with (better than) first world reporting requirements for small cap companies in a 3rd world country.

1. Diversification of products into higher value add products and developing new and differentiated products in niche markets.2. Increasing volumes to new customers and new markets in Sub–Sahara Africa3. Increased production efficiency and lower costs through Short Internal Measures (SIM’s).

1. Finding new products and new agencies to expand the product range of the group by attendance at overseas trade shows.2. Providing a central procurement and break–bulk capability to leverage off the size and strength of the Group.3. Grow the business (open new branches) where mining is growing (in Africa)

1. Winhold remains committed to meeting higher legal requirements through ethical ways. Driven by each business’s Line Directors.2. Train up or hire more executives of colour to meet Employment Equity targets.3. Diversity training for senior and middle management.

1. Geographically separate factories increase the probability of power availability for key customers.2. Consignment stocks of plastics soften supply problems at suppliers3. Insurance in place for long term catastrophes.

1. Engage with the JSE to sensitize them to the risks to the Group of excessive regulation and disclosure.2. Formal strategy to focus executive’s time in “value add” and not excessive compliance and Risk Management reporting.

High

High

High

High

Medium

Medium

High

High

Medium

High

High

Medium

Low

Medium

Completed

Ongoing

Ongoing

Still ongoing

March 2017

OngoingMarch 2017

In place

Ongoing

Ongoing

Ongoing

Ongoing

In place

In place

Ongoing

TOP RISk & CONTEXT mitiGatioN PRioRitY comPLetioN


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As at the date of the report the directors were:

WAR WENTELER ≈&

(72) Non–Executive Chairman, B.Sc., B.Sc.(Ind.Chem.) MBA.

Bob has 29 years service with the Group. Bob was the previous Chairman of both the key operating Groups (Gundle Limited and Inmins Limited) both of which were previously listed on

the JSE. He was also the architect of the initial turnaround of the Group and who steered the Group to what it is today. Bob has extensive experience in technical, operational,

marketing, financial and corporate management in different sectors of the market, namely chemical, engineering, packaging, rubber and consumer markets.

W FOURIE &

(61) Chief Executive Officer, B.Compt (Hon), CA(SA) and Acting Financial Director

Wietsche has 27 years service with the Group and was previously the Group Financial

Director for 12 years until September 2010. He is the Chairman of Inmins Trading (Pty) Ltd and Gundle

Plastics Group (Pty) Ltd and has extensive experience in financial management as well as operational management,

having served as CEO of the Chick Henderson division of Inmins for 9 years.

M FRY *≈

(57) Independent Non–Executive Director, BA (Unisa), MBA (Wits)

Margaret was appointed as an independent non–executive director of the Company and as a member of the Audit

and Risk Committee with effect from 1 February 2016. She has a broad experience of the plastics and

packaging industry in South Africa, and has been a member of the Plastics Institute of South Africa since 1985, and served on the Executive

Committee of the Plastics Institute of South Africa (PISA) as Branch and National Chairman, as well

as Chairman of the Association of Rotomoulders of Southern Africa (ARMSA). In recognition of this contribution

to the industry she was made a Fellow of the Plastics Institute. Her formal qualifications’ include a Bachelor of Arts (Psychology

and Economics) from Unisa, (1997) and a Master of Business Administration from Wits Business School (2006).

H JEENA *≈

(53) Independent Non–Executive Director, B.Comm, B.Acc (Wits), CA (SA), H DIP TAX (UJ),

Haroon was appointed to the board as an independent non–executive director of the Company on 27 August 2015 and as Chairman of the Audit and Risk Committee. Haroon obtained his

Bachelor of Commerce and Bachelor of Accountancy degree from Wits University in 1984 and 1986 respectively. He passed the CA qualifying examination in 1987 and completed his articles with

Fisher Hoffman Sithole in 1989. In 2003, he obtained a Higher Diploma in Tax Law from the University of Johannesburg. He has been employed by ACSA since 1999, and is currently the Group Chief Executive: Commercial.

DIRECTORS AND COMPANY SECRETARY


PG42

R NAIDOO *≈ #

(54) Lead Independent Non–Executive Director, BA, LLB, Cert. M&A

Ramani was appointed to the board on 1 November 2013, and is the Chairperson of the Social and Ethics Committee. She is an admitted lawyer of 27 years standing with a broad understanding of relevant legislative developments in South Africa and globally with a particular interest in Corporate Governance. She has extensive experience as a director of companies having served on the boards of a number of private and public companies. Her former directorships include African Bank, Allied Technologies Limited, Juta & Co. Ltd and Edward Nathan Corporate Governance Advisory Services (Pty) Ltd. She is currently a non–executive director of Invicta Holdings Ltd and Tourvest Holdings (Pty) Ltd as well as various private companies.

PC NASH *≈&

(50) Non–Executive Director, M. Bus.Sci, CA(SA)

Peter was appointed to the board in January 2009. He completed his articles with Deloitte where he served on their Financial Institutions and Services Team. He also served as a director of Standard Corporate and Merchant Bank for 8 years, where he was involved in all aspects of corporate finance. Thereafter, he joined the Astra Group, where he holds various directorships and is responsible for the financial and operational performance of the Group.

COMPANY SECRETARY

G J O’CONNOR #(60) ACIBM.

John was appointed as Company Secretary in June 2009. He has extensive experience in company administration and company secretarial practice with various listed entities, including Anglo American Corporation, the Industrial Development Corporation and ABSA Bank.

* Member of ‘Audit and Risk Committee’≈ Member of ‘Remuneration and Nomination Committee’# Member of ‘Social and Ethics Committee’& Member of the board’s “Intermediate Authorization Sub Committee”

DIRECTORS AND COMPANY SECRETARY


PG43

Statement by the Directors 45 Statements of Changes in Equity 55

Report of the Directors 46 Statements of Cash Flows 56

Audit & Risk Committee report 48 Notes to the financial statements 58

Analysis of Shareholders 50 Risk management 76

Report of the Independent Auditors 52 Related parties 80

Statements of Comprehensive Income 53 Accounting estimates and judgments 83

Statements of Financial Position 54 Accounting policies and presentation 89

LEVEL OF ASSURANCE, PREPARATION AND POWER TO AMEND

These financial statements have been audited in terms of Section 30(2)(a) of the Companies Act.These financial statements have been prepared under the supervision of the CEO and Acting CFO: W Fourie.The entities’ owners do not have the power to amend these financial statements after issue.

2016 2015 2014 2013 2012 Share price (cents) High 115 80 80 101 150Low 35 42 55 66 85Closing 75 70 60 79 91 Other data Market capitalisation (Rm) at year end 94,7 88,4 75,8 99,7 114,9Price earnings ratio at year end 4,8 4,9 7,1 7,1 – Shares traded Volume (000’s) 12 666 20 040 12 811 15 673 26 417Value (R000) 11 077 11 474 8 950 13 253 31 668Number of transactions 552 537 447 941 1 717Ordinary shares in issue at year end (000’s) 126 215 126 215 126 215 126 215 126 215

STOCK EXCHANGE DATA

ANNUAL FINANCIAL STATEMENTS


PG44

STATEMENT BY THE DIRECTORS

The directors are responsible for the preparation of the annual financial statements and ensuring that they fairly present the state of affairs of the Company and the Group at the end of the financial year, the income, expenditure and cash flow for that year, and other information contained in this annual report. The financial statements have been audited by Mazars who were given unrestricted access to all records of the Group and Company independently.

The directors’ responsibility includes designing, implementing and maintaining internal controls relevant to the preparation and fair presentation of these financial statements that are free from material misstatement, whether due to fraud or error, selecting and applying appropriate accounting policies, and making accounting estimates that are reasonable in the circumstances. The annual financial statements are prepared in accordance with the requirements of the South African Companies Act, as well as with International Financial Reporting Standards (‘IFRS’) and the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and the JSE Listings Requirements, (“the Listings Requirements”).

The directors have made an assessment of the Group and Company’s ability to continue as a going concern and the directors are of the opinion that the Group and Company will be a going concern in the year ahead, and accordingly, the financial statements have been prepared on a ‘going concern’ basis.

The directors’ responsibility also includes maintaining adequate accounting records and an effective system of risk control. The Company annual financial statements and Group annual financial statements set out on pages 46 to 97 were approved by the board of directors on 15 December 2016 and were signed on its behalf by:

BOB WENTELER W fOURIE Non–Executive Chairman Chief Executive Officer

CERTIFICATE BY THE COMPANY SECRETARY

In terms of Section 88 (2)(e) of the Companies Act 71 of 2008, as amended, I certify that the Company has lodged with CIPC all such returns as are required of a public Company in terms of the Companies Act (71 of 2008), and all such returns, to the best of my knowledge and belief, are true, correct and up to date.

G J O’CONNORCompany SecretaryGermiston, Johannesburg31 January 2017

& certificate by the Company Secretary

STATEMENT BY THE DIRECTORS


PG45

The directors present the annual financial statements of the Company and Group for the year ended 30 September 2016.

Group Structure and Nature of Business

The Company is a Holding Company with its main investments being 74.9% in both Inmins Trading (Pty) Ltd and Gundle Plastics Group (Pty) Ltd. The nature of the businesses of these subsidiaries are:

1. Inmins supplies capital and consumer goods to the mining, petrochemical and general industries. 2. Gundle manufactures and distributes polyethylene bags, sheeting and packaging to the agricultural, chemical, construction, food processing, industrial and consumer markets.

Financial Results

The results of the Company and its subsidiaries for the year under review and the state of their affairs are fully detailed in the financial statements starting on page 45. Further details on the activities and the performance of the Group are contained in the statistics given on page 3 and in the Chairman’s, Chief Executive Officer’s and operational reports starting on page 2. A segmental analysis of the Group is shown in note 22, page 74.

Group Borrowings

The borrowings in the Company and its subsidiaries are within the authorised level in terms of their Memorandum of Incorporation. Interest bearing borrowings have decreased to R29,2 million (2015: R77,1 million). The relatively high borrowings are due to loans obtained by the subsidiaries in 2006 to fund the restructuring, which facilitated the introduction of BEE shareholders into the subsidiaries. These loans have now fully been repaid.

Subsidiaries and Associate Companies

Details of the Company’s holdings in material subsidiaries and associates and the holding Company’s interest in the aggregate income earned and losses incurred after tax by subsidiaries are set out in note 10 and associates are set out in note 9.

Authorised and Issued Share Capital

Details of the share capital of the Company and Group at 30 September 2016 are set out in note 14 to the Company and Group’s annual financial statements.

There were no changes to the authorised and issued share capital.

Members will be asked at the forthcoming Annual General Meeting to place the authorised but unissued shares of the Company under the control of the directors. An ordinary resolution for this purpose is included in the notice of the meeting.

The standard resolution to give the directors authority for the repurchase of shares is, in the light of the results for the year, not tabled again this year.

Employee Share Incentive Trusts

Two employee share trusts exist which indirectly own respectively 12% in the two main operating companies in the Group, namely Inmins Trading (Pty) Ltd and Gundle Plastics Group (Pty) Ltd. As the trust deeds do not provide for the distribution of the shares held by the trusts, these are essentially ‘profit (dividend) sharing arrangements’, and these trusts are not consolidated.

Dividends

A dividend of 4,0 cents (2015: 7,0 cents) per ordinary share for the year ended 30 September 2016 was declared on 23 November 2016 for shareholders registered at 22 February 2017. Payment will be made on 27 February 2017.

REPORT OF THE DIRECTORS


PG46

Going Concern

The directors consider that the Group and Company both have adequate resources to continue operating for the foreseeable future and that it is therefore appropriate to adopt the going concern basis in preparing the annual financial statements of the Company and of the Group. The directors have satisfied themselves that the Group and Company are in a sound financial position and that they have access to sufficient cash resources to meet foreseeable cash requirements.

Solvency and Liquidity

The directors have considered the solvency and liquidity of the Group and Company in accordance with the Companies Act 2008 and in doing so have focused on the fair value of the assets and liabilities of the Group and Company (solvency) and the ability of the Group and Company to meet their financial obligations for the next 12 months following the approval of the Consolidated Financial Statements (“liquidity”). Events after the reporting period

The directors are not aware of any reportable material events after the reporting period and up to the date of this report except the dividend declared as described above.

DIRECTORS AND SECRETARY

The details of the directors and the Company Secretary appear on pages 42 and 43. The individual directors’ emoluments paid in respect of the financial period under review are contained in the related party note on pages 80 to 82 of this integrated annual report. Ms M Fry was appointed to the board on 1 February 2016. No other changes in directors have occurred since the previous financial year end. In terms of the Memorandum of Incorporation, Ms M Fry and Ms R Naidoo retire at the forthcoming Annual General Meeting and, being eligible, have offered themselves for re–election.

In terms of the Companies Act (71 of 2008), the appointment of Ms M Fry, Mr H Jeena, Ms R Naidoo and Mr PC Nash to the Audit and Risk Committee are also to be individually approved at the forthcoming Annual General Meeting.

AUDITORS

Mazars expressed their willingness to continue in office. A resolution for their re–appointment, as well as the reappointment of Mr B. Bank as the designated audit partner and to grant the directors authority to agree upon their remuneration will be proposed at the forthcoming Annual General Meeting.

The Audit and Risk Committee is pleased to present its report for the financial year ended 30 September 2016 in terms

of Section 94 (f) of the Companies Act, 2008.

REPORT OF THE DIRECTORS


PG47

The Audit and Risk Committee has adopted formal terms of reference, delegated to it by the board of directors, as

its Audit and Risk Committee charter and formally reviewed them during the year. The charter is in line with the

Companies Act, the King Report on Governance for South Africa 2009 (‘King III’) and the JSE Listings Requirements.

The committee has discharged the functions delegated to it in terms of its charter. This process is supported by each

operating subsidiary that has an operational board which monitors risk management and compliance activities.

There is a formal reporting line from the various operational boards into the Audit and Risk Committee via the

chairman of these operational boards.

During the year under review the committee performed the following statutory duties:

1. Reviewed and recommended for adoption by the Board such financial information that is publicly disclosed which

for the year included the interim results for the six months ended 31 March 2016 and the annual financial

statements for the year ended 30 September 2016.

2. Considered and satisfied itself that the external auditors Mazars and Mr B. Bank as designated audit partner are

independent.

3. Approved the external auditor’s budgeted fees and terms of engagement for the 2016 financial year.

4. Determined the non–audit–related services which the external auditors were permitted to provide to Winhold and

reviewed the policy for the use of the external auditors for non–audit–related services. All non–audit–related

service agreements between Winhold and the external auditors were pre–approved.

5. Reviewed and amended the Audit and Risk Committee charter in line with King III recommendations.

6. Confirmed the internal combined assurance plan for the 2016 financial year.

7. Reviewed the IT Governance structure for Winhold.

8. Confirmed adequate whistle–blowing facilities were in place throughout the Winhold Group and reviewed and

considered action taken with regard to incident reports.

9. Held separate meetings with management, the external Auditors and conducted peer reviews to discuss any

problems and reservations arising from the year–end audit and other matters that they wished to discuss.

10. Noted that it had not received any complaints, either from within or outside the Company, relating either to the

accounting practices, the peer review audits, the content or auditing of the financial statements, the internal

financial controls or any other related matter.

11. The Board conducted an evaluation exercise into the effectiveness of the Audit and Risk Committee.

12. Recommended to the Board the re–appointment of Mazars as the Group auditors and Mr Brian Bank as the

registered auditor responsible.

13. Evaluated and satisfied itself as to the appropriateness of the expertise and experience of the Company’s Acting

Chief Financial Officer.

14. Satisfied itself with the expertise, resources and experience of the Company’s finance function.

15. Considered the Group sustainability information as disclosed in the integrated annual report.

Based on the information produced to the Audit and Risk Committee by the external auditors and management, the

committee is of the opinion that Winhold Group’s system of internal financial controls is effective and forms a basis

for the presentation of reliable financial statements. For further details regarding the Audit and Risk Committee,

shareholders are referred to the corporate governance report on page 28 of this integrated report.

Mr H Jeena

Audit and Risk Committee Chairman

31 January 2017

AUDIT & RISK COMMITTEE REPORT


PG48

AUDIT & RISK COMMITTEE REPORT


PG49

66.7115.934.829.311.351.88

100.00

0.271.100.11

92.010.050.110.033.150.222.050.110.030.78

100.00

0.110.080.03

99.89

100.00

247 463719 903675 564

5 843 6703 887 033

114 841 498

126 215 131

373 8431 659 919

1 36949 065 810

192 6702 299

2 811 4855 763 266

29 62256 927 425

223709 345

8 677 855

126 215 131

59 773 84159 064 496

709 34566 441 290

126 215 131

0.200.570.534.633.08

90.99

100.00

0.301.320.00

38.870.150.002.234.570.02

45.100.000.566.88

100.00

47.3646.800.56

52.64

100.00

2 4795921793465070

3 716

10414

3 419241

1178

7641

29

3 716

431

3 712

3 716

1 – 500501 – 2 5002 501 – 5 0005 001 – 50 00050 001 – 100 000100 001 and over

total

Shareholder typeBanksClose corporationsEndowment fundsIndividualsInsurance companiesInvestment companiesMutual fundsNomineesOther corporationsPrivate companiesPublic companiesTreasury StockTrusts

total

Non–public shareholdersDirectors of the CompanyTreasury stockPublic shareholders

total

Number of % Number of % Shareholding share holders shares

Beneficial shareholding of 3,0 % or moreAstra Group Holdings (Pty) LtdWenteler WAR and family trustsBrits Engineering Industries (Pty) LtdHeynen Family TrustRapp ARKendase TrustMMI Holdings Ltd

tOtAL

Number of % Number of % Shares Shares Shareholding 2016 2015

32.9413.813.964.007.173.174.20

69.25

41 571 67717 432 14510 674 627 5 100 0004 546 9734 007 151

0

83 332 543

41 571 67717 432 1454 996 0015 050 0009 046 9434 007 1515 305 711

87 409 628

32.9413.818.464.043.603.170.00

66.02

ANALYSIS OF SHAREHOLDERS – as at September 2016


PG50

There have been no changes in directors’ shareholding since the financial year end. An analysis of shareholders is shown on the previous page.

GENERAL INFORMATION

Winhold Limited is incorporated in the Republic of South Africa and its registered and postal address is:

884 Linton Jones Street P O Box 5324Industries East JohannesburgGermiston, 1401 2000

Winhold’s Principal Business advisers are:

COMMERCIAL BANKERS COMMERCIAL BANKERSABSA Capital, a division of ABSA Bank Ltd First National Bank Limited1st Floor, 1 Merchant Place15 Alice Lane c/o Fredman Dr & Rivonia RoadSandton, 2196 Sandton, 2146

AUDITORS SPONSORMazars Arbor Capital Sponsors (Pty) LtdRegistered Auditors Registered SponsorsMazars House Woodmead North Office Park 54 Glenhove Road 54 Maxwell DriveMelrose Estate, 2196 Woodmead, 2191

TRANSFER SECRETARIES ATTORNEYSComputershare Investor Services (Pty) Ltd Fluxmans Inc.Rosebank Towers 30 Jellicoe Avenue15 Biermann Avenue Rosebank, 2196Rosebank, 2196

W Fourie

M Fry

H Jeena

R Naidoo

PC Nash

WAR Wenteler

TOTAL

2016 2015 2016 2015 2016 2015

Direct Indirect (Beneficial) TotaL

60 674

–

–

–

–

17 432 145

17 492 819

60 674

–

–

–

–

17 432 145

17 492 819

–

–

–

–

41 571 677

–

41 571 677

–

–

–

–

41 571 677

–

41 571 677

60 674

–

–

–

41 571 677

17 432 145

59 064 496

60 674

–

–

–

41 571 677

17 432 145

59 064 496

The directors’ beneficial interests in the shares of the Company as at 30 September 2016 were:

DIRECTORS’ INTERESTS IN SECURITIES


PG51

TO THE SHAREHOLDERS OF WINHOLD LIMITED

We have audited the consolidated and separate financial statements of Winhold Limited set out on pages 53 to 97 of the integrated annual report, which comprise the statements of financial position as at 30 September 2016, and the statements of comprehensive income, statements of changes in equity and statements of cash flows for the year then ended, and the notes, comprising a summary of significant accounting policies and other explanatory information.

DIRECTORS’ RESPONSIBILITY FOR THE CONSOLIDATED FINANCIAL STATEMENTS

The Company’s directors are responsible for the preparation and fair presentation of these consolidated and separate financial statements in accordance with International Financial Reporting Standards, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and the requirements of the Companies Act (71 of 2008) of South Africa, and for such internal control as the directors determine is necessary to enable the preparation of consolidated and separate financial statements that are free from material misstatement, whether due to fraud or error.

AUDITOR’S RESPONSIBILITY

Our responsibility is to express an opinion on these consolidated and separate financial statements based on our audit. We conducted our audit in accordance with the International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated and separate financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINION

In our opinion, the consolidated and separate financial statements present fairly, in all material respects, the consolidated and separate financial position of Winhold Limited as at 30 September 2016 and its consolidated and separate financial performance and consolidated and separate cash flows for the year then ended in accordance with International Financial Reporting Standards, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and the requirements of the Companies Act of South Africa.

OTHER REPORTS REqUIRED BY THE COMPANIES ACT

As part of our audit of the consolidated and separate financial statements for the year ended 30 September 2016, we have read the Directors’ Report, the Audit Committee’s Report and the Company Secretary’s certificate for the purpose of identifying whether there are material inconsistencies between these reports and the audited consolidated and separate financial statements. These reports are the responsibility of the respective preparers. Based on reading these reports we have not identified material inconsistencies between these reports and the audited consolidated and separate financial statements. However, we have not audited these reports and accordingly do not express an opinion on these reports.

REPORT ON OTHER LEGAL AND REGULATORY REqUIREMENTS

In terms of the IRBA Rule published in Government Gazette Number 39 475 dated 4 December 2015, we report that Mazars has been the auditor of Winhold Limited for two years.

Mazars Per: B BankPartnerRegistered Auditor31 January 2017

Mazars House54 Glenhove RoadMelrose Estate2196

REPORT OF THE INDEPENDENT AUDITORS


PG52

Revenue

Cost of Sales

Gross Margin

Operating and administration expenses

Operating profit before investing and

financing activities

Investment income

Profit on disposal of property, plant

and equipment

Financing costs paid

Financing income received

Share of after tax profit of associates

Profit before taxation

Taxation

Profit after taxation

Other Comprehensive Income

Actuarial re–measurement on defined benefit

pension fund

Total comprehensive income for the year

Profit attributable to equity holders of the parent

Profit attributable to non–controlling interest

Total profit for the year

Total comprehensive income attributable to equity

holders of the parent

Total comprehensive income attributable to non–

controlling interests

Total comprehensive income for the year

Basic and diluted earnings per share (cents)

1

1

1

1

1

2

2

9

3

6

4

–

–

(400)

(400)

385

–

–

–

–

(15)

–

(15)

–

(15)

(15)

–

–

(15)

–

(15)

–

–

–

12

12

8 179

–

(2)

–

–

8 189

–

8 189

–

8 189

8 189

–

–

8 189

–

8 189

1 149 043

(958 084

190 959

(162 718

28 241

112

83

(6 749

102

529

22 318

(2 687

19 631

(3 771

15 860

16 682

2 949

19 631

12 911

2 949

15 860

13,3

)

)

)

)

)

1 222 304

(1 010 238

212 066

(172 456

39 610

4 207

149

(8 641

580

531

36 436

(5 301

31 135

(27

31 108

27 402

3 733

31 135

27 375

3 733

31 108

21,8

)

)

)

)

)

Group Company 2016 2015 2016 2015 Notes R000 R000 R000 R000

STATEMENTS OF COMPREHENSIVE INCOME for the year ended 30 September 2016


PG53

aSSetS Non–current assetsProperty, plant and equipmentGoodwillInvestments in associatesInvestment in subsidiariesLoans to subsidiariesUnlisted investmentsDeferred taxationTotal non–current assets

Current assetsInventoriesTrade and other receivablesUnlisted investmentsCash and cash equivalentsTotal current assetstotal assets

EQUITY AND LIABILITIESCapital and reservesStated capital accountRetained earnings Actuarial reservesAttributable to shareholders of the CompanyAttributable to non–controlling interestsTotal equity

Non–current liabilitiesInterest bearing borrowingsOther liabilitiesDeferred taxationTotal non–current liabilities

Current liabilitiesTrade and other payablesLoans from subsidiariesShort term borrowingsBank overdraftsTotal current liabilitiestotal equity and liabilities

789

1010113

121311

Pg 56

14Pg 55Pg 55

Pg 55

15163

17101515

127 77319 5413 478

–––

20 101170 893

155 803170 189

4 84820 079

350 919521 812

122 793183 649(5 538)

300 90411 564

312 468

14 7113 3153 562

21 588

173 284–

14 472–

187 756521 812

134 68919 5413 223

––

3 87122 560

183 884

165 143207 02934 3038 221

414 696598 580

122 793175 802(1 767)

296 8288 615

305 443

22 9953 1786 796

32 969

206 110–

41 08312 975

260 168598 580

––

124214 32141 690

––

256 135

– 394

–326720

256 855

123 62790 889

–

214 516–

214 516

––––

1 21041 129

––

42 339256 855

––

124214 32116 111

––

230 556

–70

34 303327

34 700265 256

123 62799 799

–

223 426–

223 426

––––

1 09540 735

––

41 830265 256

GRouP comPaNY

2016R000

2016 R000

2015R000

2015R000 Notes

STATEMENTS OF FINANCIAL POSITIONas at 30 September 2016


PG54

Stated capitalBalance at beginning and end of the year– Gross– Less treasury shares held

Distributable reserves

Retained earnings Attributable to equity holders of the parentBalance at beginning of the yearProfit for the year (*)Dividend paid

Actuarial reservesOther comprehensive income Balance at beginning of the yearActuarial re–measurement on defined benefit plan (*)

Attributable to non–controlling interestBalance at the beginning of the year Profit/(loss) and total comprehensive income attributable to non controllinginterest (*)

Balance at the end of the year

123 627(834

122 793

148 40027 402

–175 802

(1 740

(27(1 767

4 882

3 7338 615

305 443

123 627–

123 627

99 799(15

(8 83590 949

–

––

–

––

214 576

123 627–

123 627

91 6108 189

–99 799

–

––

–

––

223 426

14

6


123 627(834

122 793

175 80216 682(8 835

183 649

(1 767

(3 771(5 538

8 615

2 94911 564

312 468

)

)

))

)

)

)

))

))

(*) Constitutes Total Comprehensive income for the year

STATEMENTS OF CHANGES IN EQUITYfor the year ended 30 September 2016


PG55

Cash flow from operating activities Cash receipts from customersCash paid to suppliers and employees

Cash flow from operations

Finance costs paidFinance income receivedDividends receivedTaxation paid

Dividends paidNet cash flow from operating activities

Cash flow from investing activitiesInvestment in property, plant and equipmentProceeds on disposal of property, plant & equipmentDTI Grant received Redemption of unlisted investmentsInvestment in unlisted investmentsNet cash flow from investing activities

Cash flow from financing activitiesInterest bearing loans repaidLong–term loans raisedNet cash flows from financing activities

Net increase/(decrease) in cash and cash equivalentsCash and cash equivalents – At beginning of the year– Effect of exchange rate changes on cash and cash equivalents– At end of the year


)

)

)))

)

)

))

)

)

)

)

)

)

)

)

)

Pg 57

229

Pg 57

Pg 57

7

25

Pg 57

1 199 144(1 199 457

(313

(6 114580281

(7 739(13 305

(13 305

(13 638893

–53 311

–40 566

(48 872–

(48 872

(21 611

15 757

1 100(4 754

––

(669

––

(386–

(283(8 835(9 119

–––

8 724–

8 724

–394394

(1

327

–326

––

–

(2–

8 054–

8 052

8 052

––

–(7 903(7 903

–167167

316

11

–327

1 185 883(1 128 537

57 346

(9 276102274

(5 06343 383(8 83534 548

(11 9101 3652 628

33 326–

25 409

(34 895–

(34 895

25 062

(4 754

(22920 079

)

)

)

))

)

)

)

)

)

)

STATEMENTS OF CASH FLOWSfor the year ended 30 September 2016


PG56

Reconciliation of net profit before tax to cash generated from operations Profit before tax

Adjustments Depreciation(Profit) on sales of property, plant and equipmentChange in other liabilitiesForeign exchange loss/(profit)Actuarial re–measurementAccrual for interest to be paidFinance costs Finance incomeShare of associate incomeDividend received

Changes in working capital Changes in inventories Changes in trade and other receivablesChanges in trade and other payables A. Cash flow from operations

Reconciliation of taxation (paid) / received during the year Income statement charge Adjustment for deferred taxation net of discontinued operations Movement in taxation liability B. Taxation Paid Reconciliation of dividends paid during the year Dividends paid to subsidiary minoritiesC. Dividends Paid For purposes of the Statement of Cash Flows, the year end cash and cash equivalents comprised the following: Cash and cash equivalents Bank overdraft D. Cash and cash equivalents at the year end

)

)

)))

)

)

)))

))

)

)))

)))

)))))

)

)

)

))

)

))

)

))

))

))

)))

36 436

14 457(149102

(1 100(27

(2 5278 641(580(250(281

18 286

(25 650(23 160 (6 225

(55 035(313

(5 301

(3 190752

(7 739

––

8 221(12 975

(4 754

(15

–––––––––

(386(386

–(324

56(268(669

–

–––

(8 835(8 835

326–

326

8 189

––––

–2––

(281(279

–(62(75

(1377 773

–

–––

––

327–

327

Group Company

2016 2015 2016 2015

Notes R000 R000 R000 R000

Pg 53

1

1

22299

317

Pg 56Pg 56Pg 56

22 318

14 915(83137229

(3 7712 5276 749(102(255(274

20 072

9 34036 840

(31 22414 95657 346

(2 687

(778(1 601(5 063

(8 835(8 835

20 079–

20 079

NOTES TO THE STATEMENTS OF CASH FLOWS

for the year ended 30 September 2016


PG57

Group Company 2016 2015 2016 2015 R000 R000 R000 R000

1 203 10119 203

1 222 304

1494 207

–

2 417

14 457

983 941980 329

3 612

1 85510 65810 753

(952 063

8376 0795 168

911

)

)

–––

–8 179

281

142

–––

––––8

369–––

(*) Full details of directors’ emoluments are set out in note 24 (related parties) below.

–––

–112274

80

–––

–––––

491–––

PROFIt BEFORE tAxRevenueSale of GoodsRental and service income

IncomeProfit on disposal of property, plant & equipmentInvestment income from preference sharesDividends received from associates

Operating and administrative expenses includeAuditor’s remuneration

Depreciation

Inventory costs expenses for the year Inventory costs expensed for the year Inventory costs impaired for the year

Foreign exchange (profits)/lossesOperating leases on properties– Minimum lease payments– Sub–lease incomeManagement, technical and consultancy feesListing costs (JSE)Director’s remuneration (*)– Executive directors– Non executive directorsStaff costs (See note 6)

1 134 59614 447

1 149 043

83112

–

918

14 915

927 404926 530

874

(1 0108 8988 898

–7 727

4915 0603 8741 196

1. PROfIT BEfORE TAX fOR THE YEAR

NOTES TO THE FINANCIAL STATEMENTS


PG58

2. Net FiNaNciNG (coStS) / iNcome

Group Company 2016 2015 2016 2015 R000 R000 R000 R000 R00

Finance costs paid – Interest bearing debt Finance costs paid – BankFinance costs paid – Other (SARS and suppliers)Less: Finance income received – Bank

(4 641(1 825

(283102

(6 647

)))

)

)))

)

–(2)

––

(2)

(7 866(735(40580

(8 061

–––––

3. taxatioN

(2 2641 106

(2 404(3 562

20 10116 539

15 764767

816 539

–

3 39963

(7752 687

1 628(5 0633 399

6327

––––

––

––––

–

––––

––––

––––

––

––––

–

––––

––––

Deferred taxation liabilityAccelerated tax allowancesPrepayments and provisionsTax loss carried forward /(utilized)Defered tax liability balance

Deferred taxation assetsDefered tax asset balance Net deferred taxation

Balance at 1 OctoberIncome statement creditForeign tax rate difference (Swaziland)Balance at 30 September

Deferred taxation assets (for assessed losses) not provided

Income Statement charge / (credit)SA normal tax – current yearSA normal tax – prior year adjustmentDeferred taxation – current year

taxation PayableTaxation receivable on 1 OctoberTaxation paidCurrent year chargePrior year chargetaxation payable on 30 September


)

))

)

)

(14 9102 6175 497(6 796

22 56015 764

12 5753 213

(2415 764

4 072

8 491–

(3 1905 301

876(7 7398 491

–1 628

)

)

)

)

)



PG59

3. taxatioN (continued)

Deferred income tax assets and liabilities are offset when the income taxes relate to the same fiscal authority and legal entity.Deferred taxes are calculated on all temporary differences under the liability method using a principal tax rate of 28% for South African operations and the relevant tax jurisdiction for non–South African operations. Material deferred income tax assets are recognised when the realisation of the related tax benefit is probable. The probable utilisation of the losses was based on budgeted and forecast results of subsidiary companies within 3 to 5 years depending on the stability of the business. The tax losses do not expire under current tax legislation. Deferred tax assets have not been recognised in respect of these losses where it is probable under current circumstances, that future taxable income will not be available to utilise these benefits in the foreseeable future.

Deferred tax liabilities have not been established for unrealised withholding taxes on such unremitted reserves which are considered to be permanently reinvested.

No diluted earnings per share figures are presented as there are no current obligations or commitments to issue shares in the future.

The calculation of headline earnings per ordinary share is based on the earnings attributable to ordinary shareholders after re–measurement items and non–controlling interest share but before capital items and impairments and a weighted average number of shares in issue during the year of 125 505 786 (2015: 125 505 786), after deducting Treasury stock of 709 345 (2015: 709 345) shares. Headline earnings per share as detailed above is based on earnings adjusted for capital items together with net profit on sale of property, plant and equipment adjusted for any taxation effect thereon and any income attributable to non–controlling interests.

4. eaRNiNGS PeR ShaRe aND heaDLiNe eaRNiNGS PeR ShaRe

(15)(4)

–4––––


36 43610 202

(1 500135(24

(3 512–

5 301

8 1892 293

(2 290––

(3––

tax Rate ReconciliationProfit before taxTax at 28% (2015 : 28%)Income not subject to tax – Dividends and share of associate incomeExpenses not deductible for taxForeign tax rate differenceTax losses (utilised)/not utilisedPrior periods normal tax adjustmentsTax charge per statement of comprehensive income

))))

)

))

)

)

16 682

(8323

16 622125 506

13,313,1

27 402

(14930

27 283125 506

21,821,6

Reconciliation of headline earningsEarnings for the year attributable to shareholders Profit on disposal of property plant and equipment Taxation effect on disposal of fixed assetsHeadline earningsWeighted average shares

Earnings per shareHeadline earnings per share (cents)

22 3186 249

(1 234(692(25

(1 67463

2 687

)

Group 2016 2015 R000 R000 R000

)



PG60

The above costs have been included in either manufacturing or other operating expenses.

5. DiviDeNDS

6. emPLoYee coStS

Due to the improved results of the Group, the board declared a dividend of 4,0 cents (2015: 7,0 cents) per ordinary share on the 16 November 2016 for the year ended 30 September 2016. Payment will be made on 27 February 2017.

Group 2016 2015 R000 R000

Wages, salaries and reimbursed amountsUIF and medical aid costsStaff Training Costs

total short term portion

termination benefits paid

Pension, provident fund contributions– Defined benefit current service cost– Defined contribution

total post–employment benefits

total employee costs

165 7035 999

970

172 672

–

9 4731 267

10 740

183 412

163 3876 330

881

170 598

–

11 370314

11 684

182 232

Group 2016 2015 R000 R000

Defined Benefit Pension Cost• Insured cost and expenses• Employee contributions• Additional employee contribution• Reinsurance recoveries• Transfer of other funds• Expected return on plan assets• Actual service cost• Interest costCurrent service cost– Employer contributionsActuarial gain/(loss) on defined Benefit Plan

Other Comprehensive IncomeActuarial re–measurement on defined benefit planActuarial (gain)/ loss for the yearAsset ceiling as a result of expected present value of future benefit adjustment

(2 5535 921

8–

35018 325

(14 797(16 700

(9 4469 473

27

(27(1 180

1 180(27

(2 1557 680

6583

1 52819 138

(15 927(18 452(7 59911 3703 771

(3 77114 390

(14 390(3 771

18

)

)))

)

))

)

)))

))

)

actuaRiaL (LoSS)/GaiN oN DEfINED BENEfIT PLAN



PG61

LandBuildingsPlant and equipmentFurniture fittings and office equipmentMotor vehiclesCapitalised leased assetsLeasehold improvementsPatents

Net Book Cost at Additions for DtI Grant Disposals for Cost at value 30 Sept ‘15 the year Received transfer the year 30 Sept ‘16 30 Sept ‘16

3 66727 52470 436

2 66711 77011 454

17580

127 773

3 66727 52416 410

16 92030 28721 828

527110

264 970

(245240

(12 248

1 002(1 636

(237(2 375

110(18 017

)

)

)))

)

–––

(254)––

254––

––

(2 628)

–––––

(2 628)

–378

5 401

8383 1211 884

288–

11 910

3 91226 906

173 582

15 33428 80220 1812 360

–271 077

7. PRoPeRtY, PLaNt aND eQuiPmeNt

GRouP 2016R000


Land and BuildingsPlant and equipmentFurniture fittings and office equipmentMotor vehiclesCapitalised leased assetsLeasehold improvementsPatents

Accumulated Accumulated Depreciation Charge for Disposals for Depreciation 30 Sept ‘15 the year Impairments transfer the year 30 Sept ‘16

–94 627

14 98415 5959 7151 467

136 388

–93 671

14 25318 51710 374

35230

137 197

–(10 981

(787(1 797

–(406(135

(14 100

)

))

)))

36(19

(9501 649

(63(807154

–

)

)

))

––

––––––

(3610 044

1 0063 070

7229811

14 915

)

LandBuildingsPlant and equipmentFurniture fittings and office equipmentMotor vehiclesCapitalised leased assetsLeasehold improvements

Net Book Cost at Additions for Disposals for Cost at value 30 Sept ‘14 the year transfer the year 30 Sept ‘15 30 Sept ‘15

3 91226 90678 955

35013 20710 466

893134 689

3 91226 906

173 582

15 33428 80220 1812 360

271 077

––

(923)

(90)(2 429)

–(7)

(3 449)

–––

–––––

––

6 920

1 0695 649

––

13 638

3 91226 906

167 585

14 35525 58220 1812 367

260 888

GRouP 2015R000

GRouP 2016R000

Land and BuildingsPlant and equipmentFurniture fittings and office equipmentMotor vehiclesCapitalised leased assetsLeasehold improvements

Accumulated Accumulated Depreciation Charge for Disposals for Depreciation 30 Sept ‘14 the year Impairments transfer the year 30 Sept ‘15

–85 483

14 19714 4539 0361 467

124 636

–94 627

14 98415 5959 7151 467

136 388

–(664)

(82)(1 959)

––

(2 705)

––

–––––

––

–––––

–9 808

8693 101

679–

14 457

GRouP 2015R000


PG62

7. PRoPeRtY PLaNt aND eQuiPmeNt (continued)

Certain property, plant and equipment with a net book value of R79,7 million (2015: R79,0 million) are encumbered as set out in note 15. A register of properties is open for inspection at the registered office of the Company.

All disposals were made in the ordinary course of business.

There was no impairment recognised during the years presented.

The Group tests annually whether goodwill has suffered any impairment in accordance with the Group’s accounting policies. These calculations require the use of estimates. The carrying value of goodwill of a CGU is determined based on value–in–use of the CGU. The value–in use is determined by discounting the future cash flow generated from the continuing use of the unit and was based on the following assumptions:

Appropriate growth and discount rates, given the industry and location of the cash–generating unit and its operations, are applied in the forecast. The value–in–use of each unit mentioned above was determined to be higher than its carrying amount. No impairment loss was recognised for the CGU’s (2015: nil).

Cash flows were projected based on actual operating results, management’s budget for 2016 and four–year forecasts. Cash flows beyond this were extrapolated using a constant growth rate of (A) percent, which does not exceed the long–term average growth rate for the industry. Appropriate growth and discount rates, given the industry of the cash–generating unit and its operations, are applied to the forecast. Revenue forecasts were used as the basis for determining the value assigned to each cash–generating unit.

The average anticipated annual revenue growth included in the cash flow projections was (B) percent for the years 2016 to 2020. The values assigned to the key assumptions represent management’s assessment of the businesses and are based on both external sources and internal sources. A sensitivity analysis has been performed adjusting both the growth and discount rates by 1%. This analysis did not result in any material impact on the valuation of goodwill.

8. GooDwiLL *

Conway Johnson Rustenburg (Mining)Other Inmins Mining branchesInmins Industrial branches

Goodwill Net Book Net BookCost/Net Book value value valueR000 30 Sept ‘16 30 Sept ‘15

8 1621 190

10 18919 541

8 1621 190

10 18919 541

5.005.00

Inmins Mining branchesInmins Industrial branches

Goodwill Constant Average Discount RateImpairment growth rate anticipated annual as atR000 (A) revenue growth (B) 30 Sept ‘16

5.005.00

5.005.00

10.179.21

8.758.77

20.0020.00

20.0020.00

2016%

2015%

2016%

2015%

2016%

2015%



PG63

9. iNveStmeNtS aND LoaNS iN aSSociateS

Gundle Inmins Total Gundle Inmins Total

Shareholders’ fundsPercentage shareholdingShare of shareholders’ fundsLoans to associates

Carrying value of investment

Zenzele 1 Zenzele 2 Total

11 133

3 827120

3 947

3 478

10 29934%

3 50251

3 553

3 269

83439%

32569

394

209

R0002016

Investment in associates carrying value reconciliation

Beginning of the yearEquity IncomeShare of after tax profitsDividends receivedEnd of the year

Zenzele 1 Zenzele 2 Total Zenzele 1 Zenzele 2 Total

3 223255529

(2743 478

2 973250531

(2813 223

) )

2 698571823

(2523 269

2 442256508

(2522 698

) )

)))

525(316(294(22209

)

)

531(623

(29525

Zenzele 1 – Zenzele Industrial Supplies (Pty) Ltd: 34% shareholding (Kwazulu Natal)Zenzele 2 – Zenzele Industrial Supplies (Mpumalanga) (Pty) Ltd: 39% shareholding

Both Companies activities are that of industrial supplies and aren’t strategic for the group.Transactions with associated companies are disclosed in note 24 (related parties).Loans to the associates R121 000 (2015: R 121 000) are unsecured, interest free and have no fixed terms of repayment. The loans are considered to be part of the investment in the associates as they were issued to help fund the start–up of the companies and are not expected to be repaid in the near future.

2016 2015



PG64

RevenueOther comprehensive incomeTotal comprehensive incomeProfit after taxRetained income for year

Non–current assetsDeferred taxationCurrent assetsCurrent liabilities

Shareholders’ fundsNon–current liabilities

Gundle Inmins Total Gundle Inmins Total

1 150 402–

17 10014 75111 803

185 34315 103

345 146(178 741366 851283 13383 718

366 851

1 223 568135

26 95222 98915 565

200 14014 000

382 969(248 471348 638268 38180 257

348 638

856 122–

5 4636 3405 503

120 53313 844

265 739(146 345253 771170 23883 533

253 771

) ) ) ) )

920 68496

22 08019 29815 565

126 1939 779

298 304(190 611243 665163 89779 768

243 665

)

294 280–

11 6378 4116 300

64 8101 259

79 407(32 396113 080112 895

185113 080

302 88439

4 8723 691

–

73 9474 221

80 665(53 860104 973104 484

489104 973

R0002016 2015

Summarised Information of Subsidiaries

10. INvESTMENT IN SUBSIDIARIES

Issued Shares Amounts owing Share Capital At Cost (to)/by subsidiaries 2016 2015 2016 2015 2016 2015 R000 R000 R000 R000

419 54083 2971 505

1109 972

–2

974

215 295(974

214 321

171 319

–

(7 16411 853

(3 6244 258

–––

(20 000

(9 947––

24 002

(622)(31 638(32 260

(7 16424 997

–(3 62416 693

–––

(20 000

(10 341

24 002

24 563(31 638(7 075

Held by CompanyInmins PropertiesInmins Trading (74,9%)Inmins Trading PrefsGundle PropertiesGundle Plastic Group (74,9%)Gundle Plastics Group PrefsGundle WovenSecotrade 5Swazi Plastic Ind. #Winhold Management CompanyInmins Limited Gundle Limited

Total all SubsidiariesImpairment provisions

Held by SubsidiariesGundle GeoSyntheticsPlastics International Ltd #Novara Profile Extrusion

Total all SubsidiariesImpairment provisions

419 54083 2971 505

1109 972

–2

974

215 295(974

214 321

171 319

–

4 0001 000

2 8001 000

1201

600

5 000

100100

1 000

4 0001 000

2 8001 000

1201

600

5 000

100100

1000

) )

)

)

)

)

))

)

–)

)

)

))



PG65

10. INvESTMENT IN SUBSIDIARIES (continued)

12. iNveNtoRieS

The credit quality of the investments is expected to be good as the investment in the sinking fund has historically out performed management’s expectations. The value reflects the fair market value. The sinking fund matures in the 2017 financial year.

11. uNLiSteD iNveStmeNtS

32 6546 479

116 670155 803

35 8982 988

126 257165 143

Inventories comprise:Raw materials and componentsWork in progressFinished goods and merchandise

2016 2015 R000 R000

GRouP

GRouP

Preference shares – HY InvestmentsSinking fund deposit

Less short term portion

–––––

–4 848

–(4 848

–) ) )

34 303–

34 303(34 303

–


34 3033 871

38 174(34 303

3 871

• Unless otherwise stated all companies above are unlisted, (Pty) Limited’s and 100% held and are all South African based. • # Incorporated in Swaziland

Only details of those subsidiaries which are material in terms of the financial position or results of the Company are disclosed. Dormant companies are excluded. Full details of all companies in the Group may be obtained at the registered office.

Loans to subsidiaries are unsecured, interest free and have no fixed repayment terms. Loans from subsidiaries are interest free and have no fixed repayment terms.

Due to the short term nature of the loans, the carrying value reflects the fair value.

Gundle Woven (Pty) LtdNovara Profile Extrusions (Pty) Ltd

7 63624 002 31 638

–––

7 63624 002 31 638

INTEREST IN SUBSIDIARIESImpairmentR000

Impairment as at 30 Sept 2015

Impairment in 2016

Impairment as at 30 Sept 2016



PG66

Finished goods include an impairment provision of R10 673 000 (2015: R11 343 000) for inventory that has been impaired. Impairment provisions are calculated in terms of specific formulas. Inmins provides for inventory based on the date of purchase, 10% if purchased 12 to 24 months ago, 30% if purchased 25–36 months ago, 60% if purchased 37 to 48 months ago and 100% if older than 48 months. Gundle provides 80% of all inventory older than 6 months unless the Line Director and Group CFO agree that the item will realise more than this in the next 12 months.

(2 833)

(748)

10 673

11 343

11 343

8 133

2 163

3 958

2016Impairment for finished goods 2015Impairment for finished goods

imPaiRmeNt RecoNciLiatioN

Opening balanceR000

Additional provision

R000

Utilised during the year

R000

Closing balanceR000

The table below illustrates the age analysis of trade receivables, impairment provision and net trade receivables due and past due and not provided for:

2016 2015 Gross Provision Gross Provision trade for Net trade trade for Net trade receivables impairment receivables receivables impairment receivablesGRouP R000 R000 R000 R000 R000 R000

Current30 days60 days90 days120 days and overtotal

106 72446 67937 9707 116

326198 815

–(281)(743)

(1 522)(879)

(3 425)

100 87343 44213 215 8 678

866167 074

–(223)(782)(966)(403)

(2 374)

106 72446 96038 7138 6381 205

202 240

100 87343 21912 4337 712

463164 700

The table below reconciles the movement in the provisions for impairment of trade receivables.

2016 2015 R000 R000

3 4241 044

(1 0433 425

3 425558

(1 6092 374

) )

Balance at beginning of yearProvision for impairmentAmounts written off as uncollectableBalance at end of year

12. iNveNtoRieS (continued)

13. TRADE AND OTHER RECEIvABLES

164 700362707

1 8922 528

170 189

198 815880202

3 1793 953

207 029

–––

125269394

–––

571370

Trade receivables Deposits and advancesRebatesValue Added TaxOther




PG67

14. StateD caPitaL accouNt

13. TRADE AND OTHER RECEIvABLES (continued)

There are no current commitments to issue normal or preferential shares at a future date.

The unissued ordinary shares are under the control of the directors subject to the provisions of the Companies Act, until the forthcoming Annual General Meeting. Members will be asked at the forthcoming Annual General Meeting to pass a general resolution to place the unissued shares under the control of the directors.

A subsidiary Company owns 709 345 (2015: 709 345) of the Company’s ordinary shares as treasury shares. There is no intention at this time to cancel these shares.

Shareholders have one vote per share owned.


150

43

123 627

(834)122 793

150

43

123 627

(834)122 793

Authorised Share CapitalOrdinary202 847 596 (2015: 202 847 596) ordinaryshares of no par value Preference75 000 (2015: 75 000) 5% redeemable cumulative preference shares of R 2 each4 288 101 (2015: 4 288 101) variable rate redeemable cumulative preference shares of 1 cent each

Issued Ordinary Share Capital126 215 131 (2015: 126 215 131) ordinary shares of no par value in issue at year endLess: Adjustments for 709 345 shares held by the GroupStated capital account

150

43

123 627

–123 627

150

43

123 627

–123 627

All receivables on which an impairment is recognised have been fully provided for.

• Credit quality of trade and other receivables: The credit quality is assessed by reference to external credit ratings (if available) or to historical information. The Group does not hold collateral security against any trade receivables. Debtors amounting to R60,7 million (2015 : R 80,4 million) are covered by CGIC credit insurance where the Group has a 20 – 25% co–insurance exposure, refer Note 22.1 for further detail on Credit Risk.• trade receivables past due and not impaired: Normal credit terms extended from 30 – 60 days. Trade receivables which exceed 60 days are considered past due. Those considered impaired have been provided as detailed in the table above. Impairment is based on management’s discussions with the debtor concerned and information from credit bureaux.• Fair value of trade receivables: The fair value of trade receivables approximates their carrying value due to their current nature.• Cession of book debt as security for bank overdraft facilities: Receivables amounting to R165 million (2015: R199 million) have been ceded as security for banking facilities. At year end the utilisation of the bank facilities amounted to R15,1 million (2015: R32,9 million), after the set off of positive bank balances of R20,1 million (2015: R 8,2 million).• Exposure to major customers: The Group exposure to major customers is limited to large cement (flexible packaging segment), consortium and engineering (both relate to flexible building segment) groups and the largest 3 exposures at the year end were R28,0 million. (2015: R28 million). Refer to Note 22.1 for analysis of these exposures. • Currency denomination: There are no material individual receivables denominated in foreign currency. Refer to note 22.5 for analysis of exposure to foreign debtors.



PG68

15. INTEREST BEARING BORROWINGS


Variable interest ratesMortgage bonds Instalment sales agreements

Total non–currentCurrentFixed interest ratesCurrent portion of long term bank loans

Variable interest ratesCurrent portion of: Mortgage bonds Instalment sales agreementShort term portion long term debtBank overdraft Total short term borrowingsTotal interest bearing borrowings

6 76716 22822 99522 995

31 26431 264

1 7978 022

41 08312 97554 05877 052

6 468 8 243

14 711 14 711

–

1 04513 42714 472

–14 47229 183

The borrowings disclosed above include secured liabilities as follows:

• Mortgage bonds are secured by land and buildings with a book value of R20,4 million (2015: R20,4 million), bear interest at rates linked within 1% of prime and are repayable in monthly installments of R153 811 (2015: R 149 750).

• Instalment sales agreements are secured by plant, equipment and vehicles with a book value of R79,7 million (2015: R79,0 million), bear interest at rates generally linked within 1% of prime, and are repayable in monthly installments of R848 040 (2015: R 957 000), inclusive of interest. • Bank overdrafts are ‘call facilities’ and bear interest linked to prime overdraft rates. The terms, conditions and securities are set out in Note 22.3

The carrying value of all borrowings approximate their fair values as all borrowings bear interest at market related rates. In terms of the Memorandum of Incorporation the borrowing powers of the directors are unlimited.

The capital portion of the interest bearing borrowings are repayable as follows:

–14 4726 2506 1662 295

29 183

12 97541 08313 9467 6711 377

77 052

Banking facilities (demand)Between 1 – 12 monthsBetween 1 and 2 yearsBetween 2 and 5 yearsOver 5 years

2016 2015 R000 R000

GRouP



PG69

16. OTHER LIABILITIES

Post retirement medical aid obligations represent the present value of amounts payable to 3 pensioners and their dependents as a result of a past business acquisition. Where employees do exist with post–retirement medical aid benefits these are identified and actuarially valued on a regular basis. Liabilities based on these evaluations are recognised in the statement of financial position and are not funded. Expenses relating to employee services rendered during the subsequent periods are expensed in the statement of comprehensive income and the statement of financial position liabilities are increased correspondingly.

Due to the application of the Group policy (not to provide such post–retirement medical aid benefits), attrition of time will eventually expunge the liabilities for such benefits. Current Group policy is not to provide post–retirement medical aid benefits, except in limited cases where a group of employees with such conditions of employment exist in new businesses acquired. In future acquisitions where post–retirement medical aid benefits exist, adequate provision will be made for the existing liability in the transaction. In such cases new employees in the relevant operations will not be employed with such post–retirement medical aid benefits.

The law of Swaziland requires that the Company pay out a statutory minimum retrenchment when a business is sold, closed, or an employee is retrenched or retires, and this local law requires the Company to provide for these retrenchments.

Post retirement medical aid obligationsSwazi Retrenchment provision

1 2792 0363 315

1 4521 7263 178

GRouP

Trade payables are payable within normal credit terms of 30–60 days and due to their short term nature this equates to their carrying value.

17. TRADE AND OTHER PAYABLES

122 9895 3798 0002 6473 378

2718 14912 715

173 284

155 2828 0719 3501 3921 8161 628

18 20610 365

206 110

Trade payables and accountsAccrued bonusesAccrued leave pay Rebates payableValue added taxTaxation payableAccrued operating and other expensesPAYE, SDL and other remuneration provisions

–––––––

1 0951 095

–––––––

1 2101 210


2016R000

2015R000



PG70

The Group provides retirement benefits through pension and / or provident funds. Post–retirement benefits for permanent employees are provided as follows: 40,9% (2015: 34%) of Group employees are members of the Winhold Group Pension Fund and remaining employees belong to statutory or union retirement plans being the Industrial Council Pension / Provident Funds or the Chemical Industries National Provident Fund. In respect of employees the Group has no further material liability after payment of the required contributions to these funds. The Winhold Group Pension Fund is a defined benefit plan guaranteeing a payment of 2% of the highest average salary over 3 years for every year of service provided by the member. The fund is subject to the Pension Fund Act. The assets of the fund are held separately from the Group’s assets in a dedicated trustee administered fund which is valued by independent professionally qualified actuaries. The Company policy is to pay over employer contributions to the fund monthly in line with the actuaries funding recommendations. The Trustees of the Pension fund have invested these funds with portfolio managers who actively invest in marketable securities.

Other benefits of the pension fund are as follows:Disability benefit – 75% of the monthly pensionable salaryPre–retirement death benefit – cash lump sum of two times annual pensionable salary, a spouse’s pension equal to 50% of the pension earned had the person retired at the date of death and a children’s pension equal to 16,67% of the pension earned had the person retired at the date of death.

For members without dependents a cash lump sum of one times annual pensionable salary and a refund of contributions with interest.

the IAS 19 valuation done by the actuaries for the year ended 30 September 2016 reflects the following:

18. PeNSioN FuND

Actuarial Assumptions UsedDiscount rate per annumExpected return on plan assets per annum (Based on R186 Government bond)Future salary increases (varies, age related)

Future pension increases per annumConsumer price inflation rate

MembershipActive members• Number• Average age in yearsTotal annual pensionable salaries (R000)

Beneficiaries of pensions • Number (*)• Average age in years Total annual pensions (R000)

2016 2015 2014 2013 2012

8,90%

8,90%7,40% 9,00%

4,10%6,40%

30146,8

65 394

10463,4

4 063

8,70%

8,70%7,90%

15,00%

3,50%6,90%

29547,9

63 249

9766,0

3 551

7,92%

7,92%6,29%

15,00%

2,22%6,29%

30648,7

61 424

10365,8

3 313

7.41%

7,41%6,13%

14,88%

1,71%6,13%

32448,1

62 398

9567,5

3 099

8,89%

9,20%6,24%

10,00%

4,70%6,24%

29546,0

66 008

10864,5

4 970

– – – – –

(*) The total number of Pension beneficiaries includes spouses and children which reduces the average age by 10,3 years (2015: 7,4 years)



PG71

18. PeNSioN FuND (continued)

2016 2015 2014 2013 2012 R000 R000 R000 R000 R000

(158 830190 748(31 918

–

(22 473852

–

(21 621

7 900

151 0994 6847 7134 317

(11 08234 017

190 748

146 084(1 28910 25510 684

–(7 756

852–

158 830

(191 951214 684(22 733

–

(13 577(9 98830 564

–

6 999

7 900

190 748699

7 2524 045

(16 59428 534

214 684

158 830–

14 425 12 579

–(14 459(9 98830 564

191 951

(204 013225 593(21 580

–

(861(4 8576 898

–

1 180

9 473

214 684–

9 4735 929

(23 67819 186

225 594

191 951–

14 79716 700

–(21 476(4 8576 898

204 013

(180 223214 895(34 672

–

8 751(6 209

(16 922–

(14 930

8 446

225 594–

11 3707 686

(42 25310 387

214 895

204 013–

15 92718 452

–(40 098(6 209

(16 932175 153

)

)

)

)

)

)

)

)

)

))

)

)

)))

)

)

))

)

))

)

)

))

)

))

)

)

)

)

)

(146 084151 098

(5 014–

(14 09118 307

–

4 126

7 900

133 597–

7 6504 281

(20 01025 581

151 099

118 139–

8 42710 0891 243

(10 12118 307

–146 084

Defined benefit retirement plan reconciliationPresent value of obligationsFair value of plan assetsApplication of asset ceilingSurplus value of the plan

Actuarial (gain) / loss on return on plan assetsActuarial (gain) / loss on pension obligationsChange in valuation assumptions Adjustment experience gain on contingency Reserve

Actuarial loss/(gain) for the yearEmployers’ best estimate of next year contributionMovement in Assets & Liabilities for the year

Plan AssetsFair value of assets beginning yearOpening balance correctionEmployer contributionsEmployee contributionsBenefits paid, insured costs, expensesActual return fund assetsNet assets end of year

Accrued Benefit obligationBeginning of year Opening balance correctionCurrent service costInterest costGrowth in TVC’sBenefits paidActuarial loss / (gain)Change in valuation basisBalance end of year

21 5801 918

11 17434 672

)

22 7331 978

(3 13121 580

Effects of asset ceiling at start of yearInterest costChange in effect of asset ceilingEffects of assets ceiling at end of year

2016 2015 R000 R000aSSet ceiLiNG

2016 2015 2014 2013 2012 R000 R000 R000 R000 R000



PG72

the fund is fully funded. The fund was last fully actuarially valued by Simeka Consultants and Actuaries on the 1 October 2014 using an IFRS assessment. They concluded that the fund was 110% (2011: 100%) funded and recommended a solvency reserve of R28,4 million and a data reserve of R1,0 million.

The IAS 19 actuarial (gain) / loss on return on plan assets were calculated as the difference between the actual net investment return and the assumed investment return. During the valuation period, the investment gain was R10 388 000, (2015: R 19 186 000) compared to the assumed investment return of R19 138 000 (2015: R 18 325 000). The R6 209 000 actuarial gain (2015: R 4 857 000 gain) on pension obligations is the effect of the change in actuarial valuation assumptions over the previous IAS 19 valuation report. During the year, the actuary reviewed the underlying actuarial/assumptions used in the past few years and concluded that they were ‘aggressive’ and has advised that the trustees consider correcting these. This resulted in a R6 898 000 reduction in the solvency reserve. The combination of these resulted in a net actuarial loss of R1 180 000 (2015 R 6 999 000) which has been taken into consideration in the determination of the surplus value of the plan at 30 September 2016.

Refer to Note 6 (Employee benefits) for income statement of comprehensive income recognition of the calculation of current service cost for members of the defined benefit pension fund, including the actuarial gain/loss.

Regulation 28 of the Pensions Fund Act (1956 as amended) regulates the maximum allocation of assets to any asset category. The Pensions fund is in compliance with this regulation

Cash and cash equivalentsEquity securitiesBonds PropertyFund of hedge funds/other(Less) benefits payableFair value of plan assets

2016 2015 2014 2013 2012 R000 R000 R000 R000 R000

15 40093 66335 8643 605

70 316(4 164

214 684

34 607113 50636 40619 92322 229(1 077

225 594

33 443138 19528 8164 605

25 001(15 165214 895

) ) ) )

Analysis of the actuarial value assets

making up the fund investments

18. PeNSioN FuND (continued)

Contingent liabilities and other commitmentsGroup capital commitments at year end amounted to R1 671 033 (2015: R 666 630) (Plant, Equipment and Vehicles for existing operations). Contracted for R411 033 (2015: R416 630).

Operating lease commitments comprise mainly property rentals of the Inmins branches and rentals of photocopiers, faxes and office equipment. No material lease restrictions have been agreed to and no contingent lease obligations exist. The Company and Group complies with the contractual obligations regarding terms and conditions of the rental company. Escalations vary between 0 to 10 percent and varies between 24 and 60 months.

19. COMMITMENTS AND CONTINGENT LIABILITIES

GRouP

16 136111 74165 1052 136

300(4 670

190 748

14 58990 61452 7251 704

–(8 534

151 098)

1 to 12 monthsBetween 1 and 2 yearsBetween 2 and 5 yearsGreater than 5 yearsTotal operating lease commitments

10 96010 5766 741

–28 277

11 81310 96711 685

–34 465

2016 2015 R000 R000

GRouP



PG73

The business segments of the Winhold Group are split as follows, based on the nature of the market being serviced and, therefore the risks associated with the business segment:

Flexible Packaging – consists of manufacture of extruded flexible commercial and industrial packaging products manufactured at the Germiston and Swaziland sites such as Polyethylene bags, sheeting and pallet stabilization products for chemical, food, processing, industrial customersFlexible Construction – consists of manufacturers of extruded flexible sheeting for agricultural and construction markets manufactured at the Springs site including dam lining installation.trading– consists of the Trading branches of Inmins (Mining and Industrial divisions) and the Gundle trading branches who sell own factory and bought out products.Property & Group – Includes the property companies and Group related items.

Geographical analysis has not been included as the Group’s activities outside Southern Africa are not material. No material intersegment transactions occurred between reportable segments.

20. SeGmeNtaL iNFoRmatioN

There have been no substantive changes in the Group’s exposure to financial instrument risks, its objectives, policies and processes for managing these risks or the methods used to measure them from the prior period. The accounting policies for financial instruments have been applied to the line items below:

21. FiNaNciaL iNStRumeNtS

1 149 043-

1 149 043

14 915112

6 749

1 01021 78912 188

521 812209 344

1 222 304-

1 222 303

14 4574 2078 641

(1 855)35 90513 638

598 580293 137

tOtALFlexible packaging

Flexible construction

trading Property andGroup

2016 2016 2016 2016 20162015 2015 2015 2015 2015R000’s

281 092136 632417 724

5 091-

2 077

1 01024 185

3 807141 575

63 339

349 98499 199

449 183

5 003-

5 634

(1 855)31 471

9 018179 728

97 293

570 29713 514

583 811

1 809-

3 154

-17 393

2 142161 310

63 494

552 46115 671

568 132

1 837-

4 622

-15 206

1 913166 982113 094

49(303 720)(303 671)

426112

(340)

-11 177

68446 566(7 661)

41(274 053)(274 012)

2504 207

(14 522)

-3 450

54(7 042)

(41 116)

Revenue external – Inter segmentTotal

Depreciation Investment incomeInterest expensesForeign exchange varianceProfit before taxCapital expenditureTotal assetsTotal liabilities

297 605153 574451 179

7 589-

1 858

-(30 966)

5 555172 361

90 172

319 817159 183479 000

7 367-

12 907

-(14 222)

2 653258 912123 866

financial Instrument Assets

–––

–

4 848165 06220 079

189 989

– 165 06220 079

185 141

4 848––

4 848

2016Investments Trade and other receivablesCash and cash equivalents

GRouPR000

Loansand

receivables

Fair value through

profit and losss

Heldto

maturity total



PG74

21. FiNaNciaL iNStRumeNtS (continued)

––––

34 303––

34 303

–326

41 69042 016

34 303327

16 11150 741

–326

41 69042 016

–327

16 11116 438

2016Investments Cash and cash equivalentsLoans to subsidiaries

2015InvestmentsCash and cash equivalentsLoans to subsidiaries

comPaNYR000

Loansand

receivables

Heldto

maturity total

financial Instrument Assets

34 303–––

34 303

38 174199 695

8 221680

246 770

–199 695

8 221–

207 916

3 871––

6804 551

2015Investments Trade and other receivables Cash and cash equivalentsForward exchange assets

GRouPR000

Loansand

receivables

Fair value through

profit and losss

Heldto

maturity total

2016Interest bearing borrowings (excluding bank overdraft)Trade and other payablesBank overdraft

2015Interest bearing borrowings (excluding bank overdraft)Trade and other payablesBank overdraft

2016Loans to subsidiaries

2015Loans to subsidiaries

29 183122 989

–152 172

64 078155 28212 975

232 335

41 12941 129

40 73540 735

R000 R000

GRouP comPaNYLiabilities at amortised

cost

Liabilities at amortised

cost

financial Instrument Liabilities



PG75

The Group’s activities expose it to a variety of risks, including interest risk, credit risk, liquidity risk, foreign exchange risk and supplier risk.

22.1 Credit RiskCredit risk arises on amounts receivable from trade and other receivables, investments, and cash equivalents deposited with banks. Credit facilities are given to a large number of customers, resulting in a spread of credit risk. Although in the Inmins Trading (Pty) Limited subsidiary the majority of debtors are in the mining industry, management is of the opinion that no material concentration of risk exists. Management evaluates credit risk relating to customers on an on–going basis, and if customers are independently rated, these ratings are used. If there is no independent rating, Group businesses assess the credit quality of the customer, taking into account its financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the board. The utilisation of credit is regularly monitored, and, in certain cases, credit guarantee policies are purchased.

The Group only deposits funds with major banks with high quality credit standing and limits its exposure to any one bank. Investments comprise compulsory redeemable preference shares secured by designated notes issued by the Standard Bank of South Africa Limited and is considered by management to be linked to the bank risk rate. (Refer to note 11).

Exposure to three largest customers

Mining GroupCement Group 1Cement Group 2Total

41 58928 63620 58390 808

–3 1905 1998 389

3 4018 2212 270

13 892

48 59830 92621 741

101 265

Sales to customer Outstanding at 2016 2015 2016 2015 R000 R000 R000 R000

22. RISk MANAGEMENT

Financial Assets exposed to credit risk at year end were as follows:

20 0794 848

165 062189 989

8 22138 174

199 695246 292

Cash and cash equivalentsInvestmentsTrade and other receivables

2016 2015 R000 R000GRouP

326–

41 69042 016

32734 30316 11150 741

Cash and cash equivalentsInvestmentsLoans to subsidiaries

2016 2015 R000 R000comPaNY

fair valueThere is no material difference between the carrying value and the fair value of financial instruments. The fair value of trade payables, trade receivables cash and cash equivalents and bank overdrafts approximate fair value due to their short–term nature. The fair value of the other above assets and liabilities not at fair value through profit and loss all fall within category 3 ‘not based on observable market data’, with investments at fair value through profit and loss falling within level 1 of the fair value hierarchy (refer to note11).

21. FiNaNciaL iNStRumeNtS (continued)



PG76

22.2 Liquidity RiskLiquidity risk is the risk that the Group has insufficient funds available to settle its liabilities and borrowings on due date. The Group manages liquidity risk through an on–going review of its future commitments and of the facilities available from banking institutions. The following table analyses the Group financial liabilities (including unearned finance charges) into relevant maturity groupings based on the remaining period at the statement of financial position date to the contractual maturity date.

22. RISk MANAGEMENT (continued)

0 – 6 6 – 12 Between Between Over months months 1 & 2 years 2 & 5 years 5 years R000 R000 R000 R000 R000

–343

4 314–

4 657–––––

4 657

Bank loansMortgage bondsSuspensive sale contractsTrade and other payablesGross Liquidity RiskPreference Share InvestmentSinking Fund depositsForward exchange contractsCash and cash equivalentsTrade receivables

–590

4 739–

5 329–––––

5 329

–773

3 456–

4 229–––––

4 229

–166

––

166–––––

166

–304

10 370122 989133 663

–(4 848

–(20 079

(165 062(56 326

)

)))

GRouP2016


–898

4 716––

5 614–––––

5 614

Bank loansMortgage bondsSuspensive sale contractsBank overdraftsTrade and other payablesGross Liquidity RiskPreference Share InvestmentSinking Fund depositsForward Exchange ContractsCash and cash equivalentsTrade receivables

–1 797

14 399––

16 196–––––

16 196

–3 5944 629

––

8 223–––––

8 223

–1 377

–––

1 377–––––

1 377

35 172898

5 12312 975

155 282209 450(34 414(3 871

(680(8 221

(199 695(37 431

))))))

GRouP2015



PG77

The Group Financial Director actively manages funding requirements based on budgets received from operating entities adjusted for experience adjustments. Typically the Group uses overdraft facilities to finance working capital movements. This excludes the potential impact of extreme circumstances that cannot reasonably be predicted such as natural disasters. The Group has the following general banking overdraft facilities which include covenants and restrictions on granting security, typical of banking ‘demand facilities’:

a. Inmins R5,0 million secured by debtors and a negative pledge over the rest of assets not subject to specific asset based finance. b. Gundle R64,0 million. This is currently secured by cession of debtors (note 13) and a negative pledge over assets. In addition to the overdrafts, Gundle has utilized R4,9 million of facilities to secure letters of credit and forward exchange contracts. At the year end the facility utilization was R12,3million. The losses in Germiston and Swaziland have resulted in some ‘technical’ covenant breaches and the Group is currently negotiating with the bank to condone these.

22.3 Market Risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and commodity input prices, will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

The Group has engaged an outsourced Currency Risk Manager (Forstrat) to manage its foreign exchange exposures on a risk versus time basis. Forstrat buys foreign currency derivatives in order to manage foreign exchange risks when pre–set trigger levels are hit. Such transactions are carried out within the guidelines set by the Group treasury.

The Group’s interest rate risk arises from variable rate borrowings and bank overdrafts. Due to the fact that certain borrowings are linked to the prime overdraft rate, changes in the interest rate could have a significant effect on the Groups profitability. The Group manages its interest rate exposure by ensuring all interest bearing borrowings are at or below market rates, or by fixing the rates at favourable terms. If interest rates on variable rate borrowings changed by 1% at the applicable rate at year end, with all other variables held constant, the impact on post tax profits would be R 362 850 (2015: R 528 300). Details and capital maturity profiles of the interest bearing borrowings are detailed in note 15.

The Group does not enter into interest rate and fuel oil swaps to manage its exposure to fluctuations in interest rates and the oil price on diesel fuels. The Group does not enter into commodity contracts other than to meet the Group’s expected usage requirements; such contracts are not settled net.



–40 73540 735

–40 735

Trade and other payablesGroup loansGross Liquidity RiskPreference Share InvestmentCash and cash equivalents

––––––

––––––

––––––

–––

(34 414(327

(34 741

)))

comPaNY2015


Trade and other payablesGroup loansGross Liquidity RiskPreference Share InvestmentCash and cash equivalents

––––

(326(326

–41 12941 129

–41 129

––––––

––––––

––––––

))

comPaNY2016



PG78

The Group’s commitment to open forward exchange contracts as at 30 September 2016 was as follows:

US Dollar 547 1 to 3 months 13,83 Euro 43 1 to 3 months 16,08

Excess forward cover relates to fixed and firm orders in foreign currencies, not yet a liability to the Group. If foreign exchange rates change by 10% and were applied to the outstanding balances as at 30 September 2016, with all other variables held constant, the impact on post tax profits would be:

Increase / (decrease) in post–tax profits 53 (53)

Strengthening Weakening of the Rand by 10% of the Rand by 10% R000 R000

Amount (000) Settlement dates Average exchange rates

2016 2015

13,8912,01

15,5813,77

21,0518.55

Foreign currency exchange ratesThe following exchange rates were used in the conversion of foreign transactions at 30 SeptemberRand / dollar– Closing rate– Average rateRand / Euro– Closing rate – Average rateGBP– Closing rate – Average rate

At 30 September, the Group had the following foreign currency denominated liabilities / assets.

Trade Receivables Trade Payables 2016 2015 2016 2015 000 000 000 000

––

11 909–

298–––

1 065265

10 601–

7361 1688 563

20

US DollarEuroEmalangeniGBP

22.4 foreign Exchange Risk

The Group is exposed to foreign exchange risk in purchases that are denominated in foreign currencies, mainly US Dollars and Euro, liabilities to be settled at year end in one of these foreign currencies and utilises a US Dollar denominated bank account. Foreign currency denominated sales and receivables are not material. Management has set up policies and procedures to manage its foreign exchange risk. These include the use of forward exchange contracts and professional expert management of the Group’s currency exposure by a third party as described in 22.3 above.


GRouP

GRouP

GRouP

13,8314,79

16,0116,12

––



PG79

24. ReLateD PaRtieS

Identity of related partiesThe Group has a related party relationship with its subsidiaries, associates, joint ventures and key management. Key management personnel have been identified as the executive and non–executive directors of the Company. The definition of key management includes the close family members of key management personnel and any other entity over which key management exercises control. Close family members are those family members who may be expected to influence, or be influenced by that individual in their dealings with the Group. This may include the individual’s domestic partner and children, the children of the individual’s domestic partner, and dependents of the individual or the individual’s domestic partner.

23. caPitaL maNaGemeNt

The board of director’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence while also being able to sustain future development of the businesses. The board of directors monitors both the demographic spread of shareholders, as well as the return on capital, which the Group defines as total shareholders’ equity, excluding minority interests. The Group’s objective is to maintain a distribution cover of approximately 2,7 (two point seven) times headline earnings subject to funds being available for the foreseeable future. The methods of distributions take into account prevailing market conditions, future cash requirements of the businesses, Group liquidity requirements, as well as capital adequacy ratios. The 2016 year’s distribution cover is approximately 3,3 (2015: 2,7).

The board seeks to maintain a balance between the higher returns that might be possible with higher levels of gearing and the advantages and security afforded by a sound equity position. The Group’s target is to achieve a return on shareholders’ interest of between 12% and 20%. In 2016 the return was 5,5% (2015: 9,4%).

From time to time the Group purchases its own shares on the market. These shares were acquired when excessive discounts to net asset values were determined by the directors, are held as ‘treasury stock’, are not cancelled and are available for sale for future funding requirements.

There were no changes in the Group’s approach to capital management during the year. Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements. Due to the subsidiary funding structure, the Group has principally maintained a target debt/ equity ratio of 90%, however in the trading and services business of these subsidiaries, this debt / equity ratio is a poor measure of the funding capacity of the Group. In order to ensure that a more reflective measure of debt capacity in the trading operations is utilised, the Group has adopted an interest cover target of five – times. Interest cover for the year to 30 September 2016 was only 4,3 times (2015 : 4,9 times).

22.5 Supplier Risk

Certain large local suppliers are of strategic importance, but can be replaced in the medium term if necessary. Sasol Limited is the only local supplier of key raw materials in the manufacture of Plastic Sheeting and are preferred because of short delivery turnarounds, but the product is available from many overseas manufacturers albeit with 6–8 week lead times. Sasol again had a production problem in the current financial year but the Group was able to mitigate the losses to a large extent and, as the whole market was affected, no material sales were lost to the Group.




PG80

24. ReLateD PaRtieS (continued)

transactions with key management personnel. Directors of the Company and their immediate relatives beneficially control 46,9% (2015: 46,9%) of the voting shares of the Company.

Independent non–executive directors do not participate in the Group’s profits. The Group has no share option, share purchase schemes or conditional share awards schemes. Details pertaining to executive directors’ remuneration are set out in the Remuneration Report in tables 1 to 3 below. All director’s remuneration is short term.

The Group encourages its employees to purchase goods and services from Group companies. These transactions are generally conducted on terms no more favorable than those entered into with third parties on an arm’s length basis, although in some cases nominal discounts are granted. Transactions with key management personnel are conducted on similar terms. No abnormal or non–commercial credit terms are allowed, and no impairments were recognised in relation to any transactions with key management personnel during the year, nor have they resulted in any non–performing debts at year–end.

Similar policies are applied to key management personnel at subsidiary level who are not defined as key management personnel at Group level. Certain of the directors of the Group are also non–executive directors of other public companies which may transact with the Group. The relevant directors do not believe they have significant influence over the financial or operational policies of those companies. Those companies are thus not regarded as related parties.

The following transactions were made on terms equivalent to those that prevail in arm’s–length transactions between subsidiaries of the Group and key management personnel (as defined above) and / or organisations in which key management personnel have significant influence. Balances between related parties are disclosed in note 10.

Table 1: Executive directors’ remuneration (R 000)

2 0442 044

1 9671 5173 484

224224

174200374

2 2682 268

2 1411 717 3 858

1 2521 252

–650650

W FourietotaL 2016

W FourieG ScruttontotaL 2015

Total Total fixed Basic Car Total fixed flexible and flexible Benefit fund Name Salary Allowance remuneration remuneration remuneration contributions contributions

Short term remuneration portionPost

employment portion

3 5203 520

2 1412 3674 508

327327

359301660

Table 2: key management’s remuneration (R 000)

3 8073 887

680585

4 4874 472

436917

Total 2016Total 2015

Total Total fixed Basic Car Total fixed flexible and flexible Benefit fund Name Salary Allowance remuneration remuneration remuneration contributions contributions

Short term remuneration portionPost

employment portion

4 9235 389

629593



PG81

24. ReLateD PaRtieS (continued)

–4262

134103341

–1023

129102264

42470

112145104855

4001027

12585

647

424112174279207

1 196

4002050

254187911

Table 3: Non–executive directors’ remuneration (R 000)

Directors Committee Total Name fees fees remuneration ??

–

121

2016 2015 2016 2015 R000 R000 R000 R000

GRouP comPaNY

121

transactions with Associates• Purchases• Outstanding amounts due to the Group at year end included in advances to associates• Guarantees issued

Details of investment and effective interest in associates and subsidiaries are disclosed in note 9 and 10

1 548

121

WAR Wenteler M FryH JeenaR NaidooPC NashtotaL 2016

WAR Wenteler H JeenaNP MnxasanaR NaidooPC NashtotaL 2015

(*) A grant was received from the Department of Trade and Industry as part of a refund on capital investment at an existing plant. This grant was set off against the original cost price of the plant and equipment purchased.

(**) The grant realised as income was for funds received from the Department of Trade and Industry for expenses relating to training (R376 021) and business consulting services (R3 137 962).

25. GoveRNmeNt GRaNtS

Grant received for assets purchased (*)Grant realised as income (**)

–––

2 6283 5146 412

2016 2015 R000 R000

GRouP



PG82

The board of directors has considered the Group’s critical accounting policies, key sources of uncertainty and where critical accounting judgments were required in applying the Group’s accounting policies.

Critical accounting policiesThe audit committee is satisfied that the critical accounting policies are appropriate to the Group.

Critical accounting estimates in applying the Group’s accounting policiesEstimates made in the application of the accounting policies that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

ControlThe Group owns 74,9% of Gundle Plastics Group (Pty) Ltd and 74,9% of Inmins Trading (Pty) Ltd. The Group’s voting rights are proportionate to the shareholding and it therefore has the ability to use its power over these entities to affect the returns that Winhold earns from its investment

Trade receivables and loans receivableThe Group assesses its trade receivables and loan receivable for impairment at each reporting date. In determining whether an impairment loss should be recorded in the statement of comprehensive income, the Group makes a judgement as to whether there is observable data indicating a measurable decrease in the estimated future cash flows from a financial asset.

Management identifies impairment of trade receivables on an ongoing basis. An impairment allowance in respect of doubtful debts is raised against trade receivables when their collectability is specifically considered to be irrecoverable. Management believes that the impairment adjustment is conservative and there are no significant trade receivables that are doubtful and have not been impaired or allowance provided for. In determining whether a particular receivable could be doubtful, the age, customer’s current financial status and disputes with the customer are taken into consideration. (Refer to note 13)

Allowance for slow moving, damaged and obsolete inventoriesInventories are assessed on a continuous basis in order to ensure that it is correctly valued at the lower of cost and net realisable value. A provision is made against inventories when it is determined to be incorrectly valued as a consequence of changes in market conditions or it is considered to be damaged or un–useable. Write downs are included in cost of sales. (Refer to note 12)

Impairment testingManagement used their judgement and applied the internal and external impairment indicators to investments and property, plant and equipment, other than to set out above ( Goodwill impairment), no impairment indicators were identified and as such the recoverable amounts of the aforementioned assets were not calculated.

The Group reviews and tests the carrying value of assets when events or changes in circumstances suggest that the carrying amount may not be recoverable. In addition, goodwill is tested on an annual basis for impairment. Assets are grouped at the lowest level for which identifiable cash flows are largely independent of cash flows of other assets and liabilities. If there are indications that impairment may have occurred, estimates are prepared of expected cash flows for each Group of assets. Expected future cash flows used to determine the value–in–use of goodwill and tangible assets are inherently uncertain and could materially change over time. They are significantly affected by a number of factors including, but not limited to, entity specific variables, i.e. Production estimates, supply and demand, together with economic factors such as exchange rates, inflation, interest and commodity prices.

26. ACCOUNTING ESTIMATES & JUDGEMENTS



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Property, plant and equipmentThe Group depreciates its assets over their estimated useful lives taking into account residual values, where appropriate. In terms of IAS 16 – Property, Plant and equipment, the appropriateness of the Group’s assets estimated useful lives is reassessed annually. The actual lives of these assets and their respective residual values may vary depending on a variety of factors. In re–assessing asset lives, factors such as technological innovation, product life cycles and maintenance programs are taken into account. Future reviews of estimated useful lives are not expected to result in a significant adjustment to future depreciation charges and are limited to the extent of changes to the abovementioned factors, namely technological innovation, product life cycles and maintenance programs (Refer to note 7).

Deferred taxationDeferred tax is provided for on a basis that is reflective of management’s intention at year end relating to the expected manner of recovery of the carrying amount of the asset, i.e. sale or use. This manner of recovery affects the rate used to determine the deferred tax liability. (Refer to note 3).

Income taxesJudgment is required in determining the provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether and when additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. (Refer to note 3).

Impairment of goodwill The Group has assessed the carrying value of goodwill to determine whether any of the amounts have been impaired. The carrying values were assessed on the value in use, using the price earnings method adjusted for non recurring items with cognisance taken of the forecasts for future years. (Refer to note 8).

InvestmentsInvestments that the Group has the positive intent and ability to hold to maturity are reflected at fair value. The directors’ value of unlisted investments was determined using a combination of discounted cash flow, net asset value and price earnings methods. (Refer to note 11).

Post–retirement obligationsThe Group provides retirement benefits for certain of its permanent employees through pension’s funds with defined benefit and defined contribution categories. Actuarial valuations are based on assumptions which include the discount rate, inflation rate, salary increase rate, expected return on plan assets and the pension increase allowance rate. (Refer to note 18).

26. ACCOUNTING ESTIMATES & JUDGEMENTS (continued)

A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and non–financial assets and liabilities. Fair values have been determined for measurement and / or disclosure purposes based on the following methods. Where applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

Goodwill

The fair value of Goodwill is based on the above expectation discounted cash flows adjusted for non–recurring items (Refer to note 8).

27. DeteRmiNatioN oF FaiR vaLue



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27. DeteRmiNatioN oF FaiR vaLue (continued)

Investments

Fair value of listed investments is calculated by reference to stock exchange quoted selling prices at the close of business on the reporting date. Fair value of unlisted investments is determined by using appropriate valuation models. (Refer to note 11).

forward exchange contracts

The fair value of forward exchange contracts is based on their listed market prices. (Refer to note 22.4).

Borrowings

Fair value, which is determined for disclosure purposes, is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest at the reporting date. For finance leases the market rate of interest is determined by reference to similar lease agreements. The carrying value of the bank overdrafts is the fair value. (Refer to note 15).

28. New StaNDaRDS aND iNteRPRetatioNS iN iSSue Not Yet eFFective

A number of new standards, amendments to standards and interpretations are not yet effective for the year ended 30 September 2016. These include the following standards and interpretations and amendments to standards that are applicable to the business of the Group, and have not been applied in preparing these consolidated financial statements:

• IfRS 9 – financial Instruments

The revised statement is effective for the Group for the year ending 30 September 2018, with restatement of comparatives required subject to transitional provisions.

IFRS 9 addresses the initial measurement and classification of financial assets and will replace the relevant sections of IAS 39. Under IFRS 9 there are two options in respect of classification of financial assets, namely, financial assets measured at amortized cost or at fair value. Financial assets are measured at amortized cost when the business model is to hold assets in order to collect contractual cash flows and when they give rise to cash flows that are solely payments of principal and interest on the principal outstanding. All other financial assets are measured at fair value.

In addition, IFRS 9 addresses the initial measurement and classification of financial liabilities and will replace the relevant sections of IAS 39. The classification and measurement of financial liabilities are the same as IAS 39 except that fair value changes for financial liabilities designated at fair value through profit or loss, attributable to changes in the credit risk of the liability, will be presented in other comprehensive income and derivative financial liabilities linked to and settled by delivery of unquoted equity instruments whose fair value cannot be reliably measured, are measured at fair value.

The amendment is not expected to impact the Group’s results significantly.

• IfRS 15 – Revenue from Contracts With Customers

The new statement is effective for the Group for the year ending 30 September 2018, with restatement of comparatives required subject to transitional provisions.



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29. GoiNG coNceRN

As set out in the Director’s Report (no longer reported on by the Auditors) the directors formally assessed the “Going Concern Assessment” at the board meeting on 16 November 2016 and passed, without objection or abstention, a resolution that the Group was a going concern.

30. SUBSEQUENT EvENTS

These Financial Statements were approved by the directors on 16 November 2016 which gave the Chairman and Chief Executive Officer the authority to approve the financial statements.

As set out in the Directors Report there are no material events after the reporting period and the date of this report.

28. New StaNDaRDS aND iNteRPRetatioNS iN iSSue Not Yet eFFective (continued)

IFRS 15 establishes a single, comprehensive and robust framework for the recognition, measurement and disclosure of revenue.

IFRS 16 Leases IFRS 16 provides the principles for the recognition, measurement, presentation and disclosure of leases. The standard introduces a single accounting model for lessees which builds on the principle that all leases result in the lessee being entitled to use an asset and, if lease payments are made over time, obtaining financing. The standard eliminates the distinction of operating and financing leases for lessees resulting in a more faithful representation of the lessee’s assets and liabilities and improved transparency regarding the lessee’s financial leverage and capital employed. Lessor accounting is left largely unchanged.

IFRS 16 replaces IAS 17 Leases and its related interpretations. The Group is in the process of assessing the impact of the new standard on its leasing arrangements. The Group will adopt the new standard on its mandatory effective date which is for years beginning on or after 1 January 2019

The new statements are not expected to impact the Group’s results significantly.

Non–applicable standards, amendments and interpretations

The other remaining standards, amendments and interpretations issued but not yet effective have been assessed for applicability to the Group and management has concluded that they are not applicable to the business of the Group and will therefore have no impact on future financial statements.



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The annual consolidated financial statements are prepared in accordance with International Financial Reporting Standards (‘IFRS’) the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and the Listings Requirements of the Johannesburg Stock Exchange (“the Listings Requirements”) and the requirements of the Companies Act 71 of 2008. The consolidated financial statements are prepared under the historical cost convention, except for certain financial instruments at fair value.

During the year, the Group adopted all of the new and revised Standards and Interpretations issued by the International Accounting Standards Board (the IASB) that are relevant to its operations and effective for the Group’s reporting period. The adoption of IAS19 Employee Benefits; Defined Benefit Plans, IAS27 (2011) Separate Financial Statements, IAS28 (2011) Investments in Associates and Joint Ventures, IFRS 7 Financial Instruments: Disclosure (amendments) IFRS10 Consolidated Financial Statements, IFRS12 Disclosure of Interest in other Entities and IFRS13 Fair Value Measurement, amendments to IAS32 Financial Instruments Presentation: Offsetting Financial Assets and Financial Liabilities has not resulted in any significant changes to the Group and Company’s Accounting Policies and the effects of the amounts repaid for the current or prior years have been disclosed.

Note 26 sets out new and / or amended accounting standards and interpretations applicable to the Winhold Group which were issued before 30 September 2016, but were not effective at that date. The Group does not intend to adopt any of these standards or interpretations early. Management is of the opinion that the adoption of these standards and interpretations would not have a material impact on the consolidated financial results, but may result in additional disclosures.

ACCOUNTING ESTIMATES AND CRITICAL JUDGMENTS

In preparing the Group financial statements, management is required to make estimates and assumptions that affect the amounts represented in the Group annual financial statements and related disclosures. Use of available information and the application of judgment is inherent in the formation of estimates. Actual results in the future could differ from these estimates which may be material to the Group annual financial statements. Accounting estimates and areas of critical judgment are set out in note 25.

BASIS OF CONSOLIDATION

The Group annual financial statements incorporate the financial position and operating results of the holding Company and its subsidiaries controlled by the Group. An entity is controlled by the Group regardless the level of the Group’s equity interest in the entity, when the Group has power over the entity, when it is exposed, or has rights to variable returns from its involvement with the entity and has the ability to use its power to affect those returns.

In determining whether control exists, the Group considers all relevant facts and circumstances to assess its control over an entity such as contractual commitments and potential voting rights held by the Group. Inter Group transactions, unrealised surpluses, deficits and balances are eliminated. The results of subsidiaries are included from the effective dates of acquisition up to the effective dates of sale. At date of acquisition, the assets, liabilities and contingent liabilities of the relevant subsidiaries are valued at fair value. A listing of principal subsidiaries is set out in the notes to the financial statements (Note 10).

COMPARATIVE FIGURES

When an accounting policy is changed, comparative figures for the previous period are restated in accordance with the new policy. Where necessary, comparative figures are stated to conform with changes in presentation in the current year.

PROPERTY, PLANT AND EqUIPMENT

Property, plant and equipment is reflected as historical cost less accumulated depreciation and accumulated impairments. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Buildings are not depreciated as the estimated residual values exceed the cost. Buildings are impaired if there is a permanent diminution in value.

ACCOUNTING POLICIES AND PRESENTATION


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Depreciation is charged on the straight–line basis over the estimated useful lives of the assets after taking into consideration the assets’ residual values. Land is not depreciated. The estimated maximum useful lives of items of property, plant and equipment are:

• Plant and equipment 7 – 15 years• Furniture, fittings and office equipment 3 – 10 years• Motor vehicles 3 – 5 years• Capitalised leased assets 7 – 15 years• Leasehold improvements period of the lease

The depreciation method and the useful lives and residual values are assessed annually and adjusted if necessary.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other maintenance and repairs are recognised in the statement of comprehensive income during the financial period in which they are incurred.

Profit and losses on the disposal of property, plant and equipment are determined by comparing the proceeds with the carrying amount. These are recognised in the income statement.

Carrying amounts of all items of property, plant and equipment are impaired to their recoverable amount, where this is lower than the carrying amount.

Where material components of an item of property, plant and equipment have materially different useful lives they are accounted for as separate items.

Specific software, which is an integral part of the related hardware, is treated as property, plant and equipment and included in furniture, fittings and office equipment.

LEASED ASSETS

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. Assets acquired in terms of finance leases are recognised as assets of the Group at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The capital element of future obligations under the lease is included as a liability in the statement of financial position. Each lease payment is allocated between the liability and the finance charges so as to achieve a constant rate of interest on the remaining balance of the liability. The interest element of the finance charge is charged against income over the period of the lease.

When a finance lease is terminated before the lease period has expired, any payment that is required to be made to the lessor by way of penalty is recognised as an expense in the period in which termination takes place.

Leases of assets to the Group under which the lessor effectively retains all the risks and rewards of ownership are classified as operating leases. Payments made under operating leases are charged against income on an incurred basis over the period of the lease. Benefits received and receivable as an incentive to enter into an operating lease are also spread on a straight–line basis over the lease term. The difference between the amounts recognised as an expense and the contractual payments are recognised as an operating lease asset or liability. This asset or liability is not discounted.

GOODWILL

Goodwill may arise on the acquisition or change in the shareholding in a subsidiary company or the acquisition of a business. It represents the excess of the cost of an acquisition or adjustment over the Group’s share of the fair value of the net identifiable assets and contingent liabilities of the subsidiary or business at the date of acquisition or adjustment.



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For impairment purposes the carrying amount of goodwill is allocated to cash generating units, reviewed annually for impairment and written down where this is considered necessary. Impairment losses in respect of goodwill are not reversed. Where a number of related businesses are acquired in the same business combination, the goodwill is allocated to the lowest CGUs’. The gain or loss on the disposal of a subsidiary or business includes the carrying amount of goodwill attributable to the entity or business sold.

IMPAIRMENT OF ASSETS

The Group assesses at each reporting date whether there is any indication that an asset may be impaired. If any such indication exists, the Group estimates the recoverable amount of the asset. Irrespective of whether there is any indication that an asset may be impaired, the recoverable amount is estimated for the individual asset. If it is not possible to estimate the recoverable amount of the individual asset, the recoverable amount of the cash–generating unit to which the asset belongs is determined. The recoverable amount of an asset or a cash–generating unit is the higher of its ‘fair value’ less costs to sell and its ‘value in use’.

An impairment loss is recognised whenever the carrying amount of an asset or its cash–generating unit exceeds its recoverable amount. Impairment losses are recognised in the statement of comprehensive income. Goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash–generating units, or groups of cash–generating units, that are expected to benefit from the synergies of the combination.

Impairment loss recognised in respect of cash–generating units are allocated first to reduce the carrying amount of any goodwill allocated to cash generating units (group of units) and then, to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis.

An impairment loss recognised in respect of goodwill is not reversed. In respect of other assets, an impairment loss is reversed if there has been a change in the estimate used to determine the recoverable amount.

INVESTMENTS IN SUBSIDIARIES

Investments in subsidiaries are carried at cost less any accumulated impairment. The cost of an acquisition is measured as the fair value of consideration transferred, equity instruments issued and liabilities assumed at the date of exchange. Costs directly attributable to an acquisition are included in the cost of acquisition. Identifiable assets (including intangible assets) and liabilities acquired and contingent liabilities assumed are recognised at fair value at acquisition date. The excess of the cost of an acquisition over the Group’s share of the fair value of the net identifiable assets and contingent liabilities represents goodwill and is accounted for in terms of the accounting policy note for goodwill. If the cost of an acquisition is less than the fair value of the net identifiable assets and contingent liabilities, the difference is recognised in the statement of comprehensive income.

INVESTMENTS IN ASSOCIATES

Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies. The consolidated financial statements include the Group’s share of the total recognised gains and losses of associates on an equity accounted basis, from the date that the significant influence commences until the date that significant influence ceases. When the Group’s share of losses exceeds its interest in an associate, the Group’s carrying amount is reduced to nil and recognition of further losses are discontinued except to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of an associate.

INVENTORIES

Inventories are measured at the lower of cost and net realisable value.

Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The cost of inventories comprises of all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.



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The cost of inventories is assigned using the weighted–average cost method. The same cost method is used for all inventories having a similar nature and use to the Group.

When inventories are sold, the carrying amounts of those inventories are recognised as an expense in the period in which the related revenue is recognised. The amount of any write–down of inventories to net realisable value and all losses of inventories are recognised as an expense in the period the write–down or loss occurs. The amount of any reversal of any write–down of inventories, arising from an increase in net realisable value, are recognised as a reduction in the amount of inventories recognised as an expense in the period in which the reversal occurs.

REVENUE RECOGNITION

Revenue is predominantly from sale of goods and is recognised when delivery is made and significant risks and rewards of ownership are transferred to the buyer. Revenue is measured at the fair value of the consideration received or receivable and represents the amounts receivable for goods and services provided in the normal course of business, net of trade discounts and volume rebates, and value added tax. Interest income is recognised on a time proportion basis that takes into account the effective yield on the asset and the principal outstanding. Dividend income is recognised where the shareholder’s right to receive payment is established. Service income is recognised when the customer has signed off on the service that has been rendered as complete.

COST OF SALES

Cost of sales includes the historical cost of merchandise and overheads appropriate to the manufacturing thereof.

TAxATION

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profits differ from profit as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date.

Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and are accounted for using the statement of financial position liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised. Deferred tax is charged or credited to profit or loss, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.



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EMPLOYEE BENEFITS

Short Term Employee Benefits

The cost of short term employee benefits are recognised in the period in which the service is rendered and is not discounted.

Retirement funds

The Group’s policy is to provide retirement benefits for employees. For those employees not belonging to statutory or union retirement plans, the Group operates a separate trustee administered defined benefit fund. Payments to this defined benefit fund are made by employees and the Company based on recommendations of independent qualified actuaries.

The contributions by Group companies to fund obligations for the payment of retirement benefits are charged against income in the year using the projected unit credit method. Under this method the cost of providing retirement benefits is charged to the statement of comprehensive income to spread the regular cost over the service levels of employees, in accordance with the advice of qualified actuaries. In the event of the actuarial valuation revealing a deficit, past service cost are recognised immediately to the extent that benefits have already vested on a straight line basis over the period until the benefits become vested.

The Group determines the net interest expense (income) for the period on the net defined benefit liability (asset) by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the net defined benefit liability (asset) at the beginning of the annual period. It takes into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Consequently, the net interest on the net defined benefit liability (asset) now comprises (1) interest cost on the defined benefit obligation (2) interest income on plan assets; and (3) interest on the effect on the asset ceiling The amount recognised in the statement of financial position represents the present value of the defined benefit obligation as adjusted for unrecognised actuarial gains and losses and unrecognised past service cost, and reduces by the fair value of plan assets.

Any asset is limited to unrecognised actuarial losses, plus the present value of available refunds and reduction in future contributions to the plan.

Other Post–Retirement Obligations

The Group’s policy is not to provide post–retirement health benefits to retirees. Where, due to acquisitions, such obligations do arise in respect of existing employees, the expected costs of these benefits are accrued over the period in a similar fashion to pension fund benefits but the obligation is not funded via specific plan assets. Valuations of these obligations are carried out by independent qualified actuaries. Any deficit on valuation is charged to the statement of comprehensive income in the year that the valuation is received.

Annual leave

Employee entitlement to annual leave is recognised when it accrues to the employees. An accrual is made for the estimated liability for leave as a result of services rendered by the employees up to the reporting date based on expected settlement dates.

FOREIGN CURRENCIES

A foreign currency transaction is recorded, on initial recognition in Rands, by applying to the foreign currency amount the spot exchange rate between the functional currency and the foreign currency at the date of the transaction.



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At each reporting date:• Foreign currency monetary items are translated using the closing rate;• Non–monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction; and• Non–monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.

Exchange differences arising on the settlement of monetary items at rates different from those at which they were translated on initial recognition during the period or in previous annual financial statements are recognised in profit or loss in the period in which they arise.

BORROWING COSTS

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

FINANCIAL INSTRUMENTS

The Group classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the substance of the contractual arrangement.

Financial assets and financial liabilities are recognised on the Group’s statement of financial position when the Group becomes party to the contractual provisions of the instrument. Financial assets and liabilities are initially recognised at fair value plus, in the case of financial assets or liabilities not classified at fair value through profit and loss, transaction costs that are directly attributable to the acquisition or issue of the financial instrument.

An asset that is subsequently measured at amortised cost is recognised initially at its fair value on the trade date. Subsequent to initial recognition these instruments are measured as set out below.

(i) Held–to–maturity investments The group has an investment in preference shares that are classified as held–to–maturity financial assets. Investments with determinable returns and fixed maturity dates that the Group has the positive intent and ability to hold to maturity are classified either as loans and receivables (if such investments are not quoted on an active market) or as assets held–to–maturity (if such investments are quoted in an active market). Both loans and receivables and assets held–to–maturity investments are recorded at amortised cost using the effective interest rate method, less impairment.

(ii) Cash and cash equivalents Cash and cash equivalents comprise cash on hand, deposits held at call with banks and investment in money market instruments, net of bank overdraft where right of set–off exists, that are readily convertible (within 3 months) to a known amount of cash and are subject to an insignificant risk of change in value and bank overdrafts. Cash and cash equivalents are subsequently measured at amortised cost, and are classified as loans and receivables. For cash flow purposes cash and cash equivalents include bank overdrafts, which in the statement of financial position are classified as financial liabilities at amortised costs.

(iii) Trade and other receivables Trade and other receivables are classified as loans and receivables. Trade and other receivables, less provision for doubtful debts, are carried at amortised cost using the effective interest rate method.



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(iv) Borrowings Borrowings, which include loans to Group Companies, are recognised initially at fair value, net of transactions costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.

(v) Trade and other payables Trade and other payables are measured at amortised cost using the effective interest rate method. These are classified as financial liabilities at amortised cost.

(vi) fair value through profit and loss The group has an investment in a sinking fund that is classified as a financial asset at fair value through profit and loss held for trading as it was acquired as part of a portfolio of financial instruments to be sold in the near term.

(vii) foreign currency contracts The Company and Group uses derivative financial instruments such as foreign currency contracts to hedge its risks associated with foreign currency transactions. Such derivative financial instruments are stated at fair value. The fair value of forward exchange contracts is calculated by reference to current forward exchange rate for contracts with similar maturity profiles. The movement in the fair values is accounted for through the statement of comprehensive income.

A gain or loss arising from a change in a financial asset or financial liability is recognised as follows:• Financial assets and financial liabilities carried at amortised cost as a gain or loss is recognised in profit or loss when the financial asset or financial liability is derecognised or impaired, and

• Where a legally enforceable right of off–set exists for recognised financial assets and financial liabilities, and there is an intention to settle the liability and realise the asset simultaneously or to settle on a net basis, all related financial effects are offset.

FAIR VALUE MEASUREMENT HIERARCHY

IFRS 7 requires certain disclosures which require the classification of financial assets and financial liabilities measured at fair value using a fair value measurement hierarchy that reflects the significance of the inputs used in making their the fair value measurement. (See note 22). The fair value hierarchy has the following levels:

1. Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);2. Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)(Level 2); and3. Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).

The level in the fair value hierarchy within which the financial asset or financial liability is categorised is determined on the basis of the lowest level input that is significant to the fair value measurement. Current assets and liabilities are stated at carrying value which approximates fair value due to the short term nature of these financial instruments. Financial assets and financial liabilities are classified in their entirety into one of the three levels.

DERECOGNITION OF FINANCIAL ASSETS AND LIABILITIES

Financial assets are derecognised when all the risks and reward of ownership of the financial asset have been transferred.

Financial liabilities are derecognized when the obligation under the liability is discharged, cancelled or expired.



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IMPAIRMENT OF FINANCIAL INSTRUMENTS

Loans and receivables: Trade and other receivablesAn estimate of any impairment is made to an allowance account on individual receivables. Allowances for estimated irrecoverable amounts are recognised in the statement of profit or loss and other comprehensive income when there is objective evidence that the collection of the full amount under the original terms of the invoice is no longer probable.

Objective evidence would include indicators such as probable insolvency or significant difficulties in the debtor. An allowance recognised is measured as the difference between the assets’ carrying amount and the present value of the estimated cash flows discounted at the effective interest rate computed at initial recognition. Impaired debts are derecognized when they are assessed as uncollectable.

Loans to Group CompaniesOn loans receivable an impairment loss is recognised in the statement of profit or loss and other comprehensive income when there is objective evidence that the loan receivable is impaired. Significant financial difficulties, probability that the Company will enter bankruptcy or financial reorganization, and default or delinquency in payments are considered as objective evidence of impairment.

The impairment is measured as the difference between the carrying amount and the recoverable amount. If the recoverable amount is lower than the carrying amount, the impairment will be recognised. The recoverable amount is the fair value of the loans/receivables based on the estimated future cash flows discounted to their present value using the pre–tax discount rate, that reflects current markets assessments of the time value of money and the risks specific to the financial instrument. Impairment losses are reversed in subsequent periods when an increase in the loans recoverable amount can be related objectively to an event occurring after the impairment was recognised, subject to the restriction that the carrying amount of the loan, at the date of impairment is reversed, does not exceed what the amortised cost would have been had the impairment not be recognised.

Gains or losses are recognised in the statement of profit or loss and other comprehensive income when loans and receivables are derecognized or impaired, as well as through the amortization process.

RELATED PARTIES

A related party in the case of the Group, is a person or entity that is related to the entity that is preparing its financial statements (referred to as the reporting entity).

a) A person or a close member of that person’s family is related to the Group if that person:

i) has control or joint control over the Group;ii) has significant influence over the Group; oriii) is a member of the key management personnel of the Group or of a parent of the Group.

b) An entity is related to the Group if any of the following conditions apply:

i) The entity and the Group are members of the same Group (which means that each parent, subsidiary and fellow subsidiary is related to the others);ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member);iii) The entity is controlled or jointly controlled by a person identified in (a); oriv) A person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel or the entity (or of a parent of the entity)

EARNINGS PER SHARE

The Company presents basic earnings per share (EPS) for its ordinary shares. Basic earnings per share is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period.



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HEADLINE EARNINGS PER SHARE

Headline earnings per ordinary share are calculated using the weighted average number of ordinary shares in issue during the period and are based on the earnings attributable to ordinary shareholders, after excluding those items as required by Circular 2/2015 issued by the South African Institute of Chartered Accountants (‘SAICA’).

SEGMENTAL REPORTING

Segment information is determined on the same basis as the information used by the chief operating decision maker for the purposes of allocating resources to segments and assessing segments’ performance. The chief operating decision maker has been identified as the Chief Executive Officer in conjunction with the board of directors that makes strategic decisions. All intersegment transactions are eliminated.

DIVIDENDS

Dividend distribution to the Group’s shareholders is recognised as a liability in the Group’s financial statements in the period in which the dividends are approved by the Company’s shareholders.

GOVERNMENT GRANTS PERTAINING TO ASSETS

The policy of the Group is that where government assistance is received for asset investments, the value of the assistance received shall be deducted from the original cost of the asset and that the depreciation over the estimated life of the asset be recalculated.

GOVERNMENT GRANTS PERTAINING TO ExPENSES

The policy of the Group is that where government assistance is received for expenses incurred, the value of the assistance received shall be deducted from that expense for which the grant was received. This must occur in the period during which the grant was recevied.



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wiNhoLD LimiteD(Incorporated in the Republic of South Africa)

(Registration number 1945/019679/06)Share code: WNH

ISIN: ZAE000033916(“the Company”)

A. NOTICE OF MEETINGNotice is hereby given that the Annual General Meeting of shareholders of the Company (“the meeting”) will be held in the Gundle Plastics Building, 884 Linton Jones Street, Industries East, Germiston at 10:00 on Wednesday, 22 February 2017.

B. RECORD DATE, ATTENDANCE AND VOTINGThe record date for determining which shareholders are entitled to notice of the meeting is Friday, 9 December 2016 and the record date for determining which shareholders are entitled to participate in and vote at the meeting is Friday, 17 February 2017. The last day to trade in order to be eligible to vote at the meeting is accordingly Tuesday, 14 February 2017.

If you hold dematerialised shares which are registered in your name or if you are the registered holder

of certified shares:

• you may attend the meeting in person;• alternatively, you may appoint a proxy to represent you at the meeting by completing the attached form of proxy in accordance with the instructions it contains and returning it to Computershare Investor Services Proprietary Limited, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) (“transfer secretaries”) to be received not later than 48 (forty–eight) hours (excluding Saturdays, Sundays and public holidays) prior to the meeting.

If you hold dematerialised shares which are not registered in your name:

• and wish to attend the meeting, you must obtain the necessary letter of representation from your Central Securities Depository Participant (“CSDP”) or broker;• and do not wish to attend the meeting but would like your vote to be recorded at the meeting, you should contact your CSDP or broker and furnish them with your voting instructions;• you must not complete the attached form of proxy.

A shareholder who is entitled to attend and vote at the meeting is entitled, by completing the attached proxy form and delivering it to the company in accordance with the instructions on that proxy form, to appoint a proxy to attend, participate in and vote at the meeting in that shareholder’s place. A proxy need not be a shareholder of the Company.

All meeting participants (including shareholders and proxies) may be required to provide satisfactory identification to the Chairman of the meeting. Forms of identification include valid identity documents, passports and driver’s licences.

Electronic attendance at the meeting

The Company intends to make provision for the shareholders of the Company or their proxies to participate in the meeting by way of electronic communication. Should you wish to participate in the meeting in this manner, you will need to contact the Company at 011 345 9819 by 10:00 on Monday, 20 February 2017; alternatively, contact the transfer secretaries at 011 370 5334 by 10:00 on Monday, 20 February 2017, so that the Company can make the necessary arrangements for electronic communication. Should you be participating in the meeting by electronic communication, kindly ensure that the voting proxies are sent to the Company or the transfer secretaries by 10:00 on Monday, 20 February 2017 at the addresses set out at the end of this notice of meeting.

NOTICE OF THE ANNUAL GENERAL MEETING


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C. PURPOSE OF MEETING

The purpose of this meeting is:

1. to present the audited annual financial statements of the Company, which have been approved by the audit committee and the board of directors;2. to present the report of the Social and Ethics Committee in accordance with Companies Regulation 43 (5)(c) of the Companies Act 71 of 20083. to consider and, if deemed fit, to pass, with or without modification, the ordinary and special resolutions set out below; and 4. to deal with any other business that may be transacted at an Annual General Meeting.

ORDINARY RESOLUTIONS

voting rights:

In order to be adopted, all ordinary resolutions require the support of a majority of the votes cast by shareholders present or represented by proxy at this meeting. The quorum for the meeting is 25% of the issued share capital of the Company.

1. Ordinary resolution number 1: re–election of non–executive directors

“Resolved that:1.1 Ms M Fry, who retires as a director in terms of the Memorandum of Incorporation of the Company and who is eligible and available for re–election, be and is hereby re–elected as a director of the Company;1.2 Ms R Naidoo, who retires as a director in terms of the Memorandum of Incorporation of the Company and who is eligible and available for re–election, be and is hereby re–elected as a director of the Company.”

The reason for and effect of ordinary resolution number 1 is to re–elect Ms M Fry and Ms R Naidoo as directors of the Company. Brief biographies of these directors appear on pages 42 and 43 of this report. Ordinary resolutions number 1.1 and 1.2 will be considered separately.

2. Ordinary resolution number 2: re–election of Audit and Risk Committee members and Chairman

“Resolved that:

2.1 Ms M Fry be and is hereby re–elected as a member of the Audit and Risk Committee until the conclusion of the next Annual General Meeting;2.2 Mr H Jeena be and is hereby re-elected as a member and Chairman of the Audit and Risk Committee until the conclusion of the next Annual General Meeting;2.3 Ms R Naidoo be and is hereby re–elected as a member of the Audit and Risk Committee until the conclusion of the next Annual General Meeting;2.4 Mr PC Nash be and is hereby re–elected as a member of the Audit and Risk Committee until the conclusion of the next Annual General Meeting.”

The reason for and effect of ordinary resolution number 2 is to re–elect Ms M Fry, Mr H Jeena, Ms R Naidoo and Mr PC Nash as members of the Audit and Risk Committee. Brief biographies of these directors appear on pages 42 and 43 of this report.

Ordinary resolutions number 2.1, 2.2, 2.3 and 2.4 will be considered separately.



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Chairman Note 1 (2012: R 972 000) per annum (retainer)Deputy Chairman R103 680 (2012: R 103 680)per annum (retainer) Board Director R 64 800 (2012: R 64 800) per annum (retainer)Board Director R7 650 (2012: R 7 650) per meetingAudit and Risk Committee Chair R 10 800 (2012: R10 800) per meeting Audit and Risk Committee Member R 7 650 (2012: R 7 650) per meetingRemuneration and Nomination Committee Chairman R 10 800 (2012: R 10 800) per meeting Remuneration and Nomination Committee Member R 7 650 (2012: R 7 650) per meeting

3. Ordinary resolution number 3: appointment of auditors and approval of remuneration

“Resolved that:Mazars be and are hereby reappointed as the independent auditors to the Company, with Mr Brian Bank as the designated Audit Partner, until the next Annual General Meeting of the Company, and the directors of the Company be and are hereby authorised to determine and approve their remuneration.”

The reason for and effect of ordinary resolution number 3 is to appoint Mazars as the independent auditors to the Company and Mr Brian Bank as the designated Audit Partner, and to authorise the directors of the Company to determine and approve their remuneration, until the conclusion of the next Annual General Meeting.

4. Ordinary resolution number 4: endorsement of remuneration policy

“Resolved that:the remuneration policy of the Company (excluding the remuneration of the non–executive directors and the members of the board committees for their services as such) as set out on pages 38 and 39 of this report, be and is hereby endorsed by way of a non–binding advisory vote.”

The reason for and effect of ordinary resolution number 4 is to approve the remuneration policy of the Company by way of a non–binding advisory vote.

5. Ordinary resolution number 5: general authority to issue shares

The aggregate issue of a class of shares already in issue in any financial year will not exceed 18 932 269 ordinary shares being 15% of the number of that class of shares in issue at the date of posting of this notice of Annual General Meeting (including securities which are compulsorily convertible into shares of that class but excluding treasury shares); and “Resolved that:the authorised but unissued shares in the share capital of the Company be and are hereby placed under the control of the directors, subject to the provisions of the Companies Act, the Memorandum of Incorporation of the Company and the Listings Requirements of the JSE, and the directors be and are hereby authorised to allot and issue such shares as they in their discretion may deem fit, subject to the following terms and conditions:• the authority shall be valid until the date of the next Annual General Meeting of the Company, provided that it shall not extend beyond 15 months from the date of this Annual General Meeting;• issues in terms of this authority shall not, in any financial year, in aggregate, exceed 5% of the number of ordinary shares in the Company’s issued ordinary share capital as at 30 September 2016.” The reason for and effect of ordinary resolution number 5 is to place the authorised but unissued share capital of the Company under the control of the Company.

6. Ordinary resolution number 6: signing authority

“Resolved that:any one director or the Company Secretary of the Company be and is hereby authorised to do all such things and sign all such documents as are deemed necessary to implement the resolutions set out in the notice convening the Annual General Meeting at which this ordinary resolution will be considered.”



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The reason for and effect of ordinary resolution number 6 is to grant authority to a single director or the Company Secretary to give effect to resolutions approved at the Annual General Meeting.

SPECIAL RESOLUTIONS

voting rights

In order to be adopted, all special resolutions require the support of 75% of the votes cast by shareholders present or represented by proxy at this meeting. The quorum for the meeting is 25% of the issued share capital of the Company.

1. Special resolution number 1: proposed remuneration for non–executive directors

“Resolved that:the proposed remuneration for non–executive directors with effect from 1 March 2017 until the date of the next Annual General Meeting, be and is hereby authorised as follows:

The reason for and effect of special resolution number 1 is to approve the remuneration for the non–executive directors for the period from 1 March 2017 to the date of the next Annual General Meeting..

2. Special resolution number 2: financial assistance to related or inter–related entities to the Company

“Resolved that:the board of directors is authorised, in terms of and subject to the provisions of section 45 of the Companies Act to cause the Company to provide financial assistance to any company or corporation that is related or inter–related to the Company”.

Special resolution number 2 is required in terms of section 45 of the Companies Act 71 of 2008 to grant the directors of the Company the authority to cause the Company to provide financial assistance to any entity which is related or inter–related to the Company, and it will have that effect. This special resolution does not authorise the provision of financial assistance to a director or prescribed officer of the Company.

3. Special resolution number 3: financial assistance for subscription for or purchase of securities by

related or inter–related entities to the Company

“Resolved that:the board of directors is authorised, in terms of and subject to the provisions of section 44 of the Companies Act, to cause the Company to provide financial assistance to any company or corporation that is related or inter–related to

• Chairman R424 000 per annum (2016: R424 000) retainer inclusive of meeting attendance fees• Lead Independent Director R148 400 per annum (2016: R148 400) retainer• Board Director R106 000 per annum (2016: R106 000) retainer• Board Director R10 600 (2016: R10 600) per meeting• Audit and Risk Committee Chairman R15 900 (2016: R15 900) per meeting• Audit and Risk Committee Member R10 600 (2016: R10 600) per meeting• Remuneration and Nomination Committee Chairman R15 900 (2016: R15 900) per meeting• Remuneration and Nomination Committee member R10 600 (2016: R10 600) per meeting• Social and Ethics Committee member R10 600 (2016: R10 600) per meeting



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the Company for the subscription for or purchase of securities in the Company or in any company or corporation that is related or inter–related to the Company”.

Special resolution number 3 is required in terms of section 44 of the Companies Act 71 of 2008 to grant the directors of the Company the authority to cause the Company to provide financial assistance for the subscription for or purchase of securities to any entity which is related or inter–related to the Company, and it will have that effect. This special resolution does not authorise the provision of financial assistance to a director or prescribed officer of the Company.

LITIGATION STATEMENTThe directors are not aware of any legal or arbitration proceedings active, pending or threatened against the Company which may have a material effect on the Group’s financial position or which have had a material financial effect during the 12 months’ preceding the date of this notice of Annual General Meeting.

DIRECTORS’ RESPONSIBILITY STATEMENTThe directors, whose names appear on pages 42 and 43 of this integrated annual report, collectively and individually accept responsibility for the accuracy of the information given, certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading and that all reasonable enquiries to ascertain such facts have been made and that the annual report contains all information required by the Listings Requirements of the JSE.

MATERIAL CHANGESOther than the facts and developments reported on in the annual financial statements, 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 up to the date of this notice of Annual General Meeting.

ADDITIONAL DISCLOSURE IN TERMS OF THE LISTINGS REqUIREMENTS OF THE JSEIn terms of 11.26(b) of the JSE Listings Requirements, shareholders are referred to the following sections in the integrated annual report to which this notice of Annual General Meeting is attached:• details of directors on page 42;• directors’ interests in securities on page 51 (which interests have not changed since 30 September 2016);• major shareholders on page 50;• material changes in the nature of the Company’s trading or financial position since 30 September 2016. ; and• the share capital note on page 68.

GJ O’ConnorCompany SecretaryGermiston31 January 2017

By order of the board



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Registered office

884 Linton Jones Street

Industries East

Germiston

Company Secretary

Godfrey John O’Connor

Email:

[email protected]

Website:

www.winhold.co.za

Directors

WAR Wenteler *

W Fourie

M Fry **

H Jeena **

R Naidoo **

PC Nash *

* Non–executive director

** Independent non–executive director

Share transfer secretaries

Computershare Investor Services (Pty) Limited

Rosebank Towers,

15 Biermann Avenue, Rosebank, 2196

(PO Box 61051, Marshalltown 2107)



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NoteS

22 february 2017 27 february 2017 29 May 2017 20 November 2017

Annual General Meeting Dividend payment Interim Group results Preliminary Group results

for the period ending and dividend announcement

31 March 2017 for the year ending

30 September 2017

SHAREHOLDERS DIARY


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AGAINSTFOR ABSTAIN1. Ordinary resolution number 11.1 To re–elect Ms M Fry as a director of the Company1.2 To re–elect Ms R Naidoo as a director of the Company 2. Ordinary resolution number 22.1 To re–elect Ms M Fry as a member of the Audit and Risk Committee2.2 To re–elect Mr H Jeena as a member and Chairman of the Audit and Risk Committee2.3 To re–elect Ms R Naidoo as a member of the Audit and Risk Committee2.4 To re–elect Mr PC Nash as a member of the Audit and Risk Committee3. Ordinary resolution number 3 To re–appoint Mazars as independent auditors and Mr B Bank as the designated audit partner to the Company and to approve the auditors’ remuneration4. Ordinary resolution number 4 To approve the remuneration policy of the Company 5. Ordinary resolution number 5 To place the authorised but unissued share capital of the Company under the control of the directors 6. Ordinary resolution number 6 To authorise a director or the Company Secretary to do all such things and sign all such documents to implement resolutions set out in the notice to this general meeting7. Special resolution number 1 To approve the remuneration for non–executive directors from 1 March 2017 until the next Annual General Meeting8. Special resolution number 2 To authorise the directors to provide financial assistance to related and inter–related entities to the Company9. Special resolution number 3 To authorise the directors to provide financial assistance for the subscription for or purchase of securities by related and inter–related entities to the Company

wiNhoLD LimiteD(“the Company”)

This form of proxy (“form”) is for use by certificated and dematerialised shareholders whose shares are registered in their own names on Friday, 17 February 2017, being the record date for the Annual General Meeting (see note 1) of the Company to be held at 10:00 on Wednesday, 22 February 2017 in the boardroom at Gundle Plastics Building, 884 Linton Jones Street, Industries East, Germiston (see note 2).

For instructions on the use of this form and a summary of the rights of the shareholders and the proxy, please see the instructions and notes at the end of this form.

I/We (full names) _______________________________________________________________________________ of (address) _____________________________________________________________________________________being a shareholder/s of the Company and being the registered owner/s of ________________ ordinary shares in the Company (see note 3), hereby appoint:

1. _______________________________________________________________________________or failing him/her,2. _______________________________________________________________________________or failing him/her,

the Chairman of the meeting (see note 4) as my/our proxy to attend, speak and on a poll to vote or abstain from voting on my/our behalf at the general meeting of the Company to be held in the boardroom at Gundle Plastics Building, 884 Linton Jones Street, Industries East, Germiston at 10:00 on 22 February 2017 or at any adjournment thereof (see note 5).

I/We desire my/our proxy to vote as follows:

Indicate with a cross how you wish your votes to be cast. If you do not do so, the proxy may vote or abstain at his discretion (see note 6).

FORM OF PROXY

(Incorporated in the Republic of South Africa)Share code: WNH

(Registration number: 1945/019679/06)ISIN: ZAE000033916


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Signed this _______________________________________________day of ________________________2016/2017

Signature _______________________________________________Number of Shares _________________________

1. This form is for use by certificated and dematerialised shareholders with “own–name” registration whose shares are registered in their own names on the record date and who wishes to appoint another person to represent them at the meeting. If duly authorised, companies and other corporate bodies which are shareholders having shares registered in their own names may appoint a proxy using this form, or may appoint a representative in accordance with the last paragraph below.

Other shareholders should not use this form. All beneficial holders who have dematerialised their shares through a Central Securities Depository Participant (“CSDP”) or broker, and do not have their shares registered in their own name, must provide the CSDP or broker with their voting instructions. Alternatively, if they wish to attend the meeting in person, they should request the CSDP or broker to provide them with a letter of representation in terms of the custody agreement entered into between the beneficial owner and the CSDP or broker.

2. This form will not be effective at the meeting unless received at Computershare Investor Services Proprietary Limited, 70 Marshall Street, Johannesburg 2001, Republic of South Africa, not later than 10:00 on Monday, 20 February 2017. If a shareholder does not wish to deliver this form to that address, it may also be posted at the risk of the shareholder to P O Box 61051, Marshalltown, 2107.

3. This form shall apply to all the ordinary shares registered in the name of shareholders at the record date unless a lesser number of shares is inserted.

4. A shareholder may appoint one person as his proxy by inserting the name of such proxy in the space provided. Any such proxy need not be a shareholder of the Company. If the name of the proxy is not inserted, the Chairman of the meeting will be appointed as proxy. If more than one name is inserted, then the person whose name appears first on this form and who is present at the meeting will be entitled to act as proxy to the exclusion of any persons whose names follow. The proxy appointed in this form may delegate the authority given to him in this proxy by delivering to the Company, in the manner required by these instructions, a further form which has been completed in a manner consistent with the authority given to the proxy of this form.

5. Unless revoked, the appointment of a proxy in terms of this form remains valid until the end of the meeting even if the meeting or part thereof is postponed or adjourned.

6. If 6.1 a shareholder does not indicate on this form that the proxy is to vote in favour of or against or to abstain from voting on any resolution; or 6.2 the shareholder gives contrary instructions in relation to any matter; or 6.3 any additional resolution/s are properly put before the meeting; or 6.4 any resolution listed in the proxy form is modified or amended

INSTRUCTIONS AND NOTES TO PROxY FORM

FORM OF PROXY


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FORM OF PROXY

the proxy shall be entitled to vote or abstain from voting, as he thinks fit, in relation to that resolution or matter. If, however, the shareholder has provided further written instructions which accompany this form and which indicate how the proxy should vote or abstain from voting in any of the circumstances referred to in 6.1 to 6.4, then the proxy shall comply with those instructions.

7. If this form is signed by a person (signatory) on behalf of the shareholder, whether in terms of a power of attorney or otherwise, then this form will not be effective unless:

7.1 it is accompanied by a certified copy of the authority given by the shareholder to the signatory; or 7.2 the Company has already received a certified copy of that authority.

8. The Chairman of the meeting may, at his discretion, accept or reject any form or other written appointment of a proxy which is received by the Chairman prior to the time when the meeting deals with a resolution or matter to which the appointment of the proxy relates, even if that appointment of a proxy has not been completed and or received in accordance with these instructions. However, the Chairman shall not accept any such appointment of a proxy unless the Chairman is satisfied that it reflects the intention of the shareholder appointing the proxy.

9. Any alternations made in this form must be initialed by the authorised signatory/ies.

10. This form is revoked if the shareholder who granted the proxy:

10.1 gives written notice of such revocation to the Company, so that it is received by the Company by not later than 10:00 on Monday , 20 February 2017; or10.2 appoints another proxy for the meeting; or10.3 attends the meeting himself in person.

11. All notices which a shareholder is entitled to receive in relation to the Company shall continue to be sent to that shareholder and shall not be sent to the proxy.

12. A minor must be assisted by his/her guardian, unless proof of competency to sign has been recorded by the Company.

13. If duly authorised, companies and other corporate bodies which are shareholders of the Company having shares registered in their own name may, instead of completing this proxy form, appoint a representative to represent them and exercise all of their rights at the meeting by giving written notice of the appointment of that representative. This notice will not be effective at the meeting unless it is accompanied by a duly certified copy of the resolution/s or other authorities in terms of which that representative is appointed and is received at the Company’s transfer office, Computershare Investor Services Proprietary Limited, 70 Marshall Street, Johannesburg, 2001, Republic of South Africa, not later than 10:00 on Monday 20 February 2017.


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Summary of rights established by section 58 of the Companies Act, as required in terms of subsection 58(8)(b)(i)

1. A shareholder may at any time appoint any individual, including a non–shareholder of the Company, as a proxy to participate in, speak and vote at a shareholders’ meeting on his or her behalf (section 58(1)(a)), or to give or withhold consent on behalf of the shareholder to a decision in terms of section 60 (shareholders acting other than at a meeting) (section 58(1)(b)).2. A proxy appointment must be in writing, dated and signed by the shareholder, and remains valid for one year after the date on which it was signed or any longer or shorter period expressly set out in the appointment, unless it is revoked in terms of paragraph 6.3 or expires earlier in terms of paragraph 10.4 below (section 58(2)).3. A shareholder may appoint two or more persons concurrently as proxies and may appoint more than one proxy to exercise voting rights attached to different securities held by the shareholder (section 58(3)(a)).4. A proxy may delegate his or her authority to act on behalf of the shareholder to another person, subject to any restriction set out in the instrument appointing the proxy (“proxy instrument”) (section 58(3)(b)).5. A copy of the proxy instrument must be delivered to the Company, or to any other person acting on behalf of the Company, before the proxy exercises any rights of the shareholder at a shareholders’ meeting (section 58(3(c)) and in terms of the Memorandum of Incorporation (“MOI”) of the Company at least 48 hours before the meeting commences.6. Irrespective of the form of instrument used to appoint a proxy:6.1 the appointment is suspended at any time and to the extent that the shareholder chooses to act directly and in person in the exercise of any rights as a shareholder (section 58(4)(a));6.2 the appointment is revocable unless the proxy appointment expressly states otherwise (section 58(4)(b)); and6.3 if the appointment is revocable, a shareholder may revoke the proxy appointment by cancelling it in writing or by making a later, inconsistent appointment of a proxy, and delivering a copy of the revocation instrument to the proxy and to the Company (section 58(4)(c)).7. The revocation of a proxy appointment constitutes a complete and final cancellation of the proxy’s authority to act on behalf of the shareholder as of the later of the date stated in the revocation instrument, if any, or the date on which the revocation instrument was delivered as contemplated in paragraph 6.3 above (section 58(5)).8. If the proxy instrument has been delivered to a Company, as long as that appointment remains in effect, any notice required by the Companies Act 71 of 2008 or the Company’s MOI to be delivered by the Company to the shareholder must be delivered by the Company to the shareholder (section 58(6)(a)), or the proxy or proxies, if the shareholder has directed the Company to do so in writing and paid any reasonable fee charged by the Company for doing so (section 58(6)(b)).9. A proxy is entitled to exercise, or abstain from exercising, any voting right of the shareholder without direction, except to the extent that the MOI or proxy instrument provides otherwise (section 58(7)).10. If a Company issues an invitation to shareholders to appoint one or more persons named by the Company as a proxy, or supplies a form of proxy instrument:10.1 the invitation must be sent to every shareholder entitled to notice of the meeting at which the proxy is intended to be exercised (section 58(8)(a));10.2 the invitation or form of proxy instrument supplied by the Company must:10.2.1 bear a reasonably prominent summary of the rights established in section 58 of the Companies Act 71 of 2008 (section 58(8)(b)(i));10.2.2 contain adequate blank space, immediately preceding the name(s) of any person(s) named in it, to enable a shareholder to write the name, and if desired, an alternative name of a proxy chosen by the shareholder (section 58(8)(b) (ii)); and10.2.3 provide adequate space for the shareholder to indicate whether the appointed proxy is to vote in favour of or against any resolution(s) to be put at the meeting, or is to abstain from voting (section 58(8)(b)(iii));10.3 the Company must not require that the proxy appointment be made irrevocable (section 58(8)(c)); and10.4 the proxy appointment remains valid only until the end of the meeting at which it was intended to be used, subject to paragraph 7 above (section 58(8)(d)).

SECTION 58 PROVISIONS


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WINHOLD LIMITEDIncorporated in the Republic of South Africa Registration number 1945/019679/06Share code: WNHISIN number: ZAE000033916

REgIsTERED OffIcEWinhold Limited884 Linton Jones StreetIndustries East, Germiston, 1401PO Box 5324, Johannesburg, 2000Telephone +27 11 345 9800Fax +27 11 345 9881/[email protected]

WEbsITEwww.winhold.co.za

sHaRE TRaNsfER REgIsTRaRsComputershare Investor Services (Pty) LimitedRosebank Towers15 Biermann Avenue, Rosebank, 2196PO Box 61051, Marshalltown, 2107Telephone +27 11 370 5000Fax +27 11 688 5248www.computershare.com

spONsORArbor Capital Sponsors (Pty) Limited Woodmead North Office Park54 Maxwell DriveWoodmead, 2191Suite #439, Private Bag X29, Gallo Manor, 2052Telephone +27 11 480 8500Fax + 27 86 203 [email protected]

auDITORsMazars Inc.Mazars HouseMelrose Estate, 2196P O Box 6697, Johannesburg, 2000Telephone: +27 11 547 4000Fax: +27 11 484 7864 www.mazars.co.za

aTTORNEysFluxmans Inc.30 Jellicoe Avenue, Rosebank, 2196Private Bag X41, Saxonwold, 2132Telephone +27 11 328 1700Fax +27 11 880 [email protected]

cORpORaTE INfORMaTION

RETuRN ON EquITy:Headline earnings as per a percentage of shareholders’ funds at year end

RETuRN ON assETs:Profit after tax and associates but before minorities as a percentage of total assets

EbITDa:Earnings before interest, tax, depreciation, amortisation and investment income

gEaRINg RaTIO:Interest bearing debt as a percentage of total shareholders’ funds

OpERaTINg gEaRINg:Interest bearing debt excluding fixed interest bank loans as a percentage of total shareholders’ funds

INTEREsT cOvER:Number of times interest is covered by operating and investing income

cuRRENT RaTIO:Number of times current liabilities are covered by current assets

EMPLOYEES:Employees include temporary employees and contract workers

DEfINITIONs:

WINHOLD LIMITED

www.winhold.co.za

WINHOLD LIMITED

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