ALEXANDER FORBES PREF SHARE INV LTD - Report on proceedings at the General Meeting of Alexander Forbes Group Holdings Limited ("the general meeting")

Report on proceedings at the General Meeting of  Alexander Forbes  Group  Holdings Limited ("the general meeting")

Alexander Forbes Preference Share Investments Limited
(Incorporated in the Republic of South Africa)
(Registration number 2006/031561/06)
Share code: AFP    ISIN number: ZAE000098067
(“the Company”)

REPORT ON PROCEEDINGS AT THE GENERAL MEETING OF ALEXANDER FORBES
GROUP HOLDINGS LIMITED (formerly Alexander Forbes Equity Holdings
Proprietary Limited)(“the general meeting”)

At the general meeting of the shareholders of the Alexander Forbes
Group Holdings Limited (“AFGH”) held on 4 July 2014, the ordinary
resolutions proposed at the meeting were approved by the requisite
majority of votes.

It is noted that substantially all the existing long term
incentive plans vest on exit of the current controlling
shareholders of the Company. In order to ensure continuity,
retention and appropriate incentivisation of key individuals
thereby ensuring management’s interests are aligned with those of
incoming shareholders, the adoption of a Long Term Incentive Plan
(“LTIP”) with a maximum capacity of 64 million shares (circa 5% of
the Company’s issued share capital), was proposed. However, this
approval will only apply to the first tranche of allocations,
which will be limited to a maximum of 16 million shares (circa
1.25%) for key individuals subject to performance conditions. A
further 3.2 million shares (circa 0.25%) has been reserved for
allocation to general staff subject to employment conditions.

Following the allocation of the initial tranche, the LTIP will be
referred to future shareholders for review and approval prior to
any further allocations being made.


Johannesburg
4 July 2014

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

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