Distell Proxy Form 2021

PROXY FORM

Distell Group Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2016/394974/06)

(JSE share code: DGH  ISIN: ZAE000248811) (the Company)

Terms and conditions written with a capital letter in this proxy form shall bear the meaning ascribed thereto in the notice of annual general meeting (AGM), to which this proxy form is attached.

THIS FORM OF PROXY IS ONLY FOR USE BY:

1. Registered shareholders who have not dematerialised their Distell Group Holdings Limited shares; and
2. Registered shareholders who have dematerialised their Distell Group Holdings Limited shares and who have 'own name' registration in the Company's sub-register.*
3. • See explanatory note 1 overleaf.

For completion by the aforesaid registered shareholders who hold shares in the Company and who are unable to attend, but who wish to be represented at, the 2021 AGM of the Company to be held at 09:30 on Thursday, 20 January 2022, by way of electronic participation only.

I/We (name) _ _________________________________________________________________________________________________________________

of (address and contact number) __________________________________________________________________________________________________

_____________________________________________________________________________________________________________________________

being the holder/s of:

1. __________________________________________________________________________________________________________ ordinary shares; and
2. ____________________________________________________________________________________________________________________ B shares, in the Company, hereby appoint (see explanatory note 2 overleaf)

1. _ ___________________________________________________________________________________________________________ or failing him/her,

1. ____________________________________________________________________________________________________________ or failing him/her,
2. the chairperson of the AGM,

as my/our proxy to attend, speak and vote for me/us and on my/our behalf or to abstain from voting at the AGM of the Company and at any adjournment thereof, as follows (see explanatory note 3 overleaf):

Insert an 'X' or the number of votes exercisable (one vote per ordinary share and one vote per B share)

In favour of

Against

Abstain

Ordinary resolution 1: Adoption of the audited annual financial statements for the year ended 30 June 2021

Ordinary resolution 2: Reappointment of (i) PwC as independent auditors of the Company for the 2021/2022 financial year and (ii) Ms Rika Labuschaigne as individual designated auditor

Ordinary resolution 3: Non-binding endorsement of the appointment of Ernst & Young Incorporated as future independent/external audit firm of the Company

Ordinary resolution 4 Retirement and re-election of directors

Ordinary resolution 4.1: Re-election of director - JJ Durand

Ordinary resolution 4.2: Re-election of director - MJ Madungandaba

Ordinary resolution 4.3: Re-election of director - AC Parker

Ordinary resolution 5 Election of audit committee members

Ordinary resolution 5.1: Election of audit committee member - GP Dingaan

Ordinary resolution 5.2: Election of audit committee member - Dr DP du Plessis

Ordinary resolution 5.3: Election of audit committee member - EG Matenge-Sebesho

Ordinary resolution 5.4: Election of audit committee member - CE Sevillano-Barredo

Ordinary resolution 6:	Authority to place unissued shares under the control of the directors
Ordinary resolution 7:	Non-binding endorsement of the Company's remuneration policy
Ordinary resolution 8:	Non-binding endorsement of the implementation report on the Company's
remuneration policy
Special resolution 1:	Reversal and reimbursement of reduction in remuneration of non-executive directors
implemented in respect of 2021 financial year
Special resolution 2:	Approval of non-executive directors' remuneration for the financial year ending
30 June 2022
Special resolution 3:	Approval of remuneration of non-executive directors for additional services performed
on behalf of the Company

Signed at __________________________________________________ on this _ _____________________ day of ___________________________ 2022

Signature/s ____________________________________________________________________________________________________________________

Assisted by ___________________________________________________________________________________________________ (where applicable)

Please read the notes and instructions overleaf.

Notes and summary of rights of a shareholder to be represented by proxy in terms of section 58 of the Companies Act, 71 of 2008 (as amended) (Companies Act):

1. Shareholders who have not dematerialised their shares or who have dematerialised their shares with 'own name' registration are entitled to appoint a proxy or proxies, for which purpose this form of proxy is provided. Shareholders with 'own name' registration are shareholders who elected not to participate in the Issuer-Sponsored Nominee Programme and who appointed Computershare Investor Services Proprietary Limited as their CSDP with the express instruction that their uncertificated shares are to be registered in the electronic sub-register of shareholders in their own names.
2. A registered shareholder entitled to attend and vote at the AGM is entitled to appoint one or more individuals (who need not be a shareholder of the
   Company) as a proxy, to participate, speak and to vote in his/her place at the AGM. The person whose name appears first on the form of proxy, and who registers to participate and duly participates in the AGM, will be entitled to act as proxy to the exclusion of those whose names follow.
3. On a poll, every shareholder of the Company who participates in the AGM (in person or by proxy) shall have one vote for every ordinary share held in the Company and one vote for every B share held in the Company.
4. A shareholder may insert the name of a proxy, or the names of two alternative proxies, of the shareholder's choice in the space/s provided overleaf, with or without deleting 'the chairperson of the AGM', but any such deletion must be initialled by the shareholder. Should the space/s for the name/s of the proxy/ies be left blank, then the proxy will be exercised by the chairperson of the AGM.
5. A proxy appointment must be in writing, dated and signed by the shareholder appointing the proxy and, subject to the rights of a shareholder to revoke such appointment, remains valid only until the end of the AGM.
6. The completion of any blank spaces overleaf need not be initialled. Any alterations or corrections to this form of proxy must be initialled by the signatory/ies.
7. A shareholder's voting instructions to the proxy must be indicated by the insertion of an 'X', or the relevant number of votes which that shareholder wishes to exercise, in the appropriate spaces provided overleaf. Failure to do so will be deemed to authorise the proxy to vote, or to abstain from voting, at the AGM as he/she thinks fit in respect of all the shareholder's exercisable votes. A shareholder or his/her proxy is not obliged to use all the votes exercisable by him/her, but the total number of votes cast or those in respect of which abstention is recorded may not exceed the total number of votes exercisable by the shareholder or his/her proxy.
8. A minor must be assisted by his/her parent or guardian unless the relevant documents establishing his/her legal capacity are produced or have been registered by the transfer secretaries.
9. For the orderly arrangement of matters (but not required), proxy forms should be forwarded to the Company's meeting scrutineers, The Meeting Specialist Proprietary Limited (TMS), either by direct delivery to JSE Building, One Exchange Square, 2 Gwen Lane, Sandown, 2196, South Africa or by email to [e-mail], so as to be received by no later than 09:30 (South African time) on Tuesday, 18 January 2022. Alternatively, shareholders may still submit proxy forms and such proxies may still register to attend, participate in and/or vote electronically at the AGM after this date, provided, however, that such proxies (i) are registered and (ii) their identities are verified (as required in terms of section 63(1) of the Companies Act), by no later than the commencement of the AGM.
10. If the instrument appointing a proxy has been delivered to the Company, as long as the appointment remains in effect, any notice that is required by the Companies Act or the Memorandum of Incorporation of the Company to be delivered by the Company to such shareholder must be delivered by the Company to (a) the shareholder or (b) the proxy or proxies, if the shareholder has directed the Company to do so in writing and has paid any reasonable fee charged by the Company for doing so.
11. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be attached to this form of proxy, unless previously recorded by the transfer secretaries or waived by the chairperson of the AGM.
12. The appointment of a proxy or proxies is suspended at any time and to the extent that the relevant shareholder chooses to act directly and in person in the exercise of any rights as a shareholder. The appointment of a proxy is revocable unless the instrument in terms of which the proxy is appointed expressly states otherwise. If the appointment is revocable, then the relevant shareholder may revoke the proxy appointment by cancelling it in writing, or making a later inconsistent appointment of a proxy, and delivering a copy of the revocation instrument or inconsistent appointment of a proxy to the Company and the former proxy.
13. The chairperson of the AGM may accept any form of proxy which is completed other than in accordance with these instructions provided that he is satisfied as to the manner in which the relevant shareholder wishes to vote.

ELECTRONIC PARTICIPATION IN THE DISTELL GROUP HOLDINGS LIMITED VIRTUAL ANNUAL GENERAL MEETING TO BE HELD ON 20 JANUARY 2022

THE GENERAL MEETING

Shareholders or their proxies who wish to participate in the annual general meeting via electronic communication (Participants), must apply to the Company's meeting scrutineers to do so by emailing the form below (the application) to the email address of the Company's meeting scrutineers, The Meeting Specialist (Proprietary) Limited (TMS), by no later than 09:30am on Tuesday, 18 January 2022. The email address is as follows: [e-mail].

The application may also be posted, at the risk of the Participant, to TMS, PO Box 62043, Marshalltown, 2107, so as to be received by the meeting scrutineers by no later than the time and date set out above.

Shareholders who have dematerialised their shares, other than those shareholders who have dematerialised their shares with 'own name' registration, should contact their Central Securities Depository Participant (CSDP) or broker in the manner and time stipulated in their agreement with their CSDP or Broker:

• to furnish them with their voting instructions; and
• in the event that they wish to participate in the meeting, to obtain the necessary authority to do so.

Participants will be able to vote during the general meeting through an electronic participation platform. Such Participants, should they wish to have their vote(s) counted at the general meeting, must provide TMS with the information requested below.

Each shareholder, who has complied with the requirements below, will be contacted before 19 January 2022 via email/mobile with a unique link to allow them to participate in the virtual general meeting.

The cost of the Participant's phone call or data usage will be at his/her own expense and will be billed separately by his/her own telephone service provider.

The cut-off time, for administrative purposes, to participate in the meeting will be 08:00 on 20 January 2022.

The Participant's unique access credentials will be forwarded to the email/cell number provided below.

APPLICATION FORM

Name & surname of shareholder

Name & surname of shareholder representative (If applicable)

ID number of shareholder or representative

Email Address

Cell number

Telephone number

Name of CSDP or Broker(If shares are held in dematerialised format)

SCA number/Broker account number or own name account number

Number of shares

Signature

Date

By signing this form, I agree and consent to the processing of my personal information above for the purpose of participation in the general meeting.

TERMS AND CONDITIONS FOR PARTICIPATION AT THE DISTELL GROUP HOLDINGS LIMITED GENERAL MEETING TO BE HELD ON 20 JANUARY 2022 VIA ELECTRONIC COMMUNICATION

The cost of dialling in using a telecommunication line/webcast/web-streaming to participate in the general meeting is for the expense of the Participant and will be billed separately by the Participant's own telephone service provider.

The Participant acknowledges that the telecommunication lines/webcast/web-streaming are provided by a third party and indemnifies Distell Group Holdings Limited and TMS and/or their third party service providers against any loss, injury, damage, penalty or claim arising in any way from the use or possession of the telecommunication lines/webcast/web-streaming, whether or not the problem is caused by any act or omission on the part of the Participant or anyone else. In particular, but not exclusively, the Participant acknowledges that he/she will have no claim against Distell Group Holdings Limited, the JSE Limited and TMS and/or its third party service providers, whether for consequential damages or otherwise, arising from the use of the telecommunication lines/webcast/web-streaming or any defect in it or from total or partial failure of the telecommunication lines/webcast/web- streaming and connections linking the telecommunication lines/webcast/web-streaming to the general meeting.

Participants will be able to vote during the general meeting through an electronic participation platform. Such Participants, should they wish to have their vote(s) counted at the general meeting, must act in accordance with the requirements set out above.

Once the Participant has received the link, the onus to safeguard this information remains with the Participant.

The application will only be deemed successful if this application form has been fully completed and signed by the Participant and delivered or emailed to TMS at [e-mail].

Shareholder name: _____________________________________________________________________________________________________________

Signature: _ ___________________________________________________________________________________________________________________

Date:_________________________________________________________________________________________________________________________

Important: You are required to attach a copy of your identity document/driver's licence/passport when submitting the application.