IMPERIAL HOLDINGS LIMITED - Results of Annual General Meeting

Results of Annual General Meeting

Imperial Holdings Limited
Incorporated in the Republic of South Africa
Registration number: 1946/021048/06
ISIN: ZAE000067211
JSE Share code: IPL
(“Imperial” or “Company”)

Results of Annual General Meeting (AGM)

Imperial is pleased to advise its shareholders that all the ordinary and special
resolutions proposed in the Notice of the AGM dated 22 August 2016 and tabled at
the Company’s AGM held today, Tuesday 1 November 2016, were passed by the requisite
majority of votes cast by shareholders. The voting details with respect to the
proposed resolutions were as follows:


Resolutions proposed                                      Percentage   Percentage   Percentage
                                                                 For      Against   Abstained*
Ordinary Resolution 1: Financial Statements                   100.00         0.00      0.11595
Ordinary Resolution 2: Appointment of Auditors              84.53708    15.46292       0.07655
Ordinary Resolution 3.1: Appointment of audit committee     95.11834      4.88166      0.00781
member – RM Kgosana
Ordinary Resolution 3.2: Appointment of audit committee       100.00         0.00      0.00781
member – GW Dempster
Ordinary Resolution 3.3: Appointment of audit committee     98.89113      1.10887      0.00781
member – T Dingaan
Ordinary Resolution 3.4: Appointment of audit committee     91.18071      8.81929      0.00781
member – P Langeni
Ordinary Resolution 3.5: Appointment of audit committee     99.38696      0.61304      0.00781
member – RJA Sparks
Ordinary Resolution 3.6: Appointment of audit committee     99.35127      0.64873      0.00781
member – Y Waja
Ordinary Resolution 4.1: Re-appointment of directors –      98.73275      1.26725      0.00781
MJ Lamberti
Ordinary Resolution 4.2: Re-appointment of directors –      94.39216      5.60784      0.00781
P Langeni
Ordinary Resolution 4.3: Re-appointment of directors –      98.44382      1.55618      0.00781
PB Michaux
Ordinary Resolution 4.4: Re-appointment of directors –      98.15273      1.84727      0.00781
RJA Sparks
Ordinary Resolution 4.5: Re-appointment of directors –      97.85746      2.14254      0.00781
A Tugendhaft
Ordinary Resolution 5: Confirmation of remuneration         98.88218      1.11782      0.00781
policy
Special Resolution 1.1: Directors’ fees – Chairperson         100.00         0.00      0.00781
Special Resolution 1.2: Directors’ fees – Deputy              100.00         0.00      0.00781
Chairperson
Special Resolution 1.3: Directors’ fees – Board member        100.00         0.00      0.00781
Special Resolution 1.4: Directors’ fees – Assets and          100.00         0.00      0.00781
liabilities committee chairman
Special Resolution 1.5: Directors’ fees – Assets and          100.00         0.00      0.00781
liabilities committee member
Special Resolution 1.6: Directors’ fees – Audit committee     100.00         0.00      0.00781
chairman
Special Resolution 1.7: Directors’ fees – Audit committee     100.00         0.00      0.00781
member
Special Resolution 1.8: Directors’ fees – Investment          100.00         0.00      0.00781
committee chairman
Special Resolution 1.9: Directors’ fees – Investment          100.00         0.00      0.00781
committee member
Special Resolution 1.10: Directors’ fees – Risk committee     100.00         0.00      0.00781
chairman
Special Resolution 1.11: Directors’ fees – Risk committee     100.00         0.00      0.00781
member
Special Resolution 1.12: Directors’ fees – Remuneration       100.00         0.00      0.00781
committee chairman
Special Resolution 1.13: Directors’ fees - Remuneration       100.00         0.00      0.00781
committee member
Special Resolution 1.14: Directors’ fees – Nominations        100.00         0.00      0.00781
committee chairman
Special Resolution 1.15: Directors’ fees - Nominations        100.00         0.00      0.00781
committee member
Special Resolution 1.16: Directors’ fees – Social, ethics     100.00         0.00      0.00781
and transformation committee chairman
Special Resolution 1.17: Directors’ fees - Social, ethics     100.00         0.00      0.00781
and transformation committee member
Special Resolution 2 – General authority to repurchase      98.68302      1.31698      0.01463
company shares
Ordinary Resolution 6 - Authority over unissued ordinary    98.51916      1.48084      0.00781
shares
Ordinary Resolution 7 – Authority to issue shares for       98.52856      1.47144      0.00781
cash
Ordinary Resolution 8 – Authority over unissued             92.97386      7.02614      0.00781
preference shares 
Special Resolution 3 – S44 Financial assistance             98.51476      1.48524      0.00781
Special Resolution 4 – S45 Financial assistance             97.46958      2.53042      0.00781
Special Resolution 5 – Amendment of MOI                       100.00         0.00      0.00781

* Total number of shares present / represented by proxies at the meeting 150,882,018
  representing 72% of the total Imperial ordinary shares in issue

Company Secretary
RA Venter

Bedfordview
1 November 2016

Sponsor:
Merrill Lynch South Africa (Pty) Limited

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