Notice of general meeting of the special majority of shareholders of AF Equity ALEXANDER FORBES EQUITY HOLDINGS PROPRIETARY LIMITED (Registration number 2006/025226/07) (the “Company” or “AF Equity”) NOTICE OF GENERAL MEETING OF THE SPECIAL MAJORITY OF SHAREHOLDERS OF AF EQUITY Notice is hereby given that a general meeting of the ordinary shareholders of AF Equity (“the Shareholders”) will be held at the Table Mountain Boardroom, 7th Floor, Alexander Forbes, 115 West Street, Sandton, Johannesburg on Friday, 4 July 2014 at 15:00 to consider, and if deemed fit, to pass, with or without modification, the resolutions below. (This document has been sent to AF Pref shareholders for information purposes only, it being noted that in terms of clause 11.2 of the Shareholders’ Agreement, AF Pref is not entitled to vote at this meeting.) BACKGROUND AND INTERPRETATION In anticipation of listing its ordinary shares on the exchange operated by the JSE (“the Listing”), the Company wishes to adopt a Long Term Incentive Plan (“LTIP”). An LTIP is proposed in order to align management’s interests with those of shareholders going forward as well as a being a retention mechanism for top talent, key individuals and management. ORDINARY RESOLUTION NUMBER 1 – APPROVAL OF THE LTIP RESOLVED as an ordinary resolution that the Company’s LTIP, a copy of which will be tabled at the meeting and initialled by the chairman for identification purposes, be and is hereby approved. This resolution requires Special Majority/Relevant Majority approval as provided for in the Shareholders’ Agreement and the Memorandum of Incorporation of the Company. In terms of clause 11.2 of the Shareholders’ Agreement, AF Pref, in its capacity as a shareholder of the Company, shall not be entitled to vote in respect of reserved matters set out in the Shareholders’ Agreement save for matters in respect of which the approval of shareholders of the Company in general meeting is required in terms of the Companies Act. This matter is not a matter in respect of which the approval of shareholders of the Company in general meeting is required in terms of the Companies Act, and accordingly AF Pref shall not be entitled to vote on this resolution, and the Special Majority/Relevant Majority shall be calculated by excluding the number of shares held by AF Pref. ORDINARY RESOLUTION NUMBER 2 – AUTHORITY OF DIRECTORS RESOLVED as an ordinary resolution that any director of the Company be and is hereby authorised to do all such things and sign all such documents as may be necessary in order to give effect to the resolutions passed at this general meeting of Shareholders. This resolution requires more than 50% of the voting rights in the Company for approval. VOTING This document has been sent to AF Pref shareholders for information purposes only, it being noted that in terms of clause 11.2 of the Shareholders’ Agreement, AF Pref is not entitled to vote at this meeting. For an on behalf of the board Ms Janice Salvado Company Secretary Sandton 24 June 2014 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 25/06/2014 08:12:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.