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) Date: 04/07/2014 05:42:00 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.