ALEXANDER FORBES GROUP HOLDINGS LIMITED - Posting of circular relating to the proposed 2.91% BEE ESOP Transaction and notice of general meeting

Posting of circular relating to the proposed 2.91% BEE ESOP Transaction and notice of general meeting

ALEXANDER FORBES GROUP HOLDINGS LIMITED
(Previously Alexander Forbes Equity Holdings Proprietary Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2006/025226/06)
Share Code: AFH
ISIN: ZAE000191516
("Alexander Forbes" or "the Company")

POSTING OF CIRCULAR RELATING TO ALEXANDER FORBES' PROPOSED 2.91% BLACK ECONOMIC EMPOWERMENT EMPLOYEE SHARE OWNERSHIP PLAN ("BEE ESOP TRANSACTION") AND NOTICE OF GENERAL MEETING

Shareholders are referred to the announcement released on the Stock Exchange News Service ("SENS") on
20 April 2015, in which they were advised that Alexander Forbes has established an ESOP Trust and
entered into agreements to implement the BEE ESOP Transaction. Pursuant to the BEE ESOP Transaction,
the Company will issue 39,070,700 Alexander Forbes ordinary shares to the ESOP Trust subject to
shareholder approval, representing approximately 2.91% of the Company's issued share capital following
implementation of the ESOP Transaction.

Shareholders are advised that a circular, setting out, inter alia, the terms of the BEE ESOP Transaction and
incorporating a Notice of General Meeting convening a General Meeting of Alexander Forbes shareholders
in order to consider and, if deemed fit, to pass the ordinary and special resolutions necessary to authorise
and implement the BEE ESOP Transaction, to be posted to shareholders today, Monday, 4 May 2015 ("the
Circular").

The salient dates pertaining to the General Meeting, also contained in the Circular, are as follows:

EVENT                                                                                                         2015

Record date for Alexander Forbes shareholders to be eligible to receive the Circular              Friday, 24 April

Circular posted to Alexander Forbes shareholders on                                                  Monday, 4 May

Last day to trade Alexander Forbes shares in order to be eligible to participate in and             Friday, 15 May
vote at the General Meeting

Record date in order to be eligible to be eligible to participate in and vote at the General        Friday, 22 May
Meeting

Last date for receipt of the forms of proxy for the General Meeting by 12:00 on                   Thursday, 28 May

General Meeting to be held at 12:00 at Alexander Forbes' registered office, being 115               Monday, 1 June
West Street, Sandton, Gauteng, on

Results of the General Meeting released on SENS on                                                  Monday, 1 June

Results of the General Meeting published in the press on                                           Tuesday, 2 June


Sandton
4 May 2015

Financial adviser and sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Empowerment adviser
Carvel Capital

Legal adviser
Bowman Gilfillan Inc.

Independent reporting accountants and auditors
PricewaterhouseCoopers Inc.

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