Dealing in Securities ALEXANDER FORBES GROUP HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number: 2006/025226/06) JSE Share Code: AFH ISIN: ZAE000191516 ("Alexander Forbes" or "the Company") ACCEPTANCE OF RIGHTS TO PARTICIPATE IN SHARE INCENTIVE PLANS AND ISSUE OF SHARES - EXECUTIVE DIRECTORS AND COMPANY SECRETARY (AS REQUIRED IN TERMS OF THE JSE LISTINGS REQUIREMENTS) On 24 July 2014, Executive Directors accepted Rights to participate in the Company's share incentive plans, as previously disclosed in the Company's pre-listing statement, as follows: Long term incentive conditional share plan awards ("the Conditional Awards"), which are off market and which are subject to specified performance conditions measured over a period of three years, and will vest if such conditions are met, in three years' time. Director and Group Chief Executive : Mr E Chr Kieswetter Company : Alexander Forbes Group Holdings Limited Conditional award : 1 315 214 Deemed value based on grant date price of R7.50 : R9 864 105 Nature of interest : Direct Beneficial Director and Group CFO : Mr D M Viljoen Company : Alexander Forbes Group Holdings Limited Conditional award : 881 052 Deemed value based on grant date price of R7.50 : R6 607 890 Nature of interest : Direct Beneficial The following shares were allocated on market, to the directors at the listing price of R7.50, per the 2014 Exit Transaction Incentive, in terms of which the participants have intermittent restrictions with an end date of 365 days from listing as to when they may dispose of the shares. Director and Group Chief Executive : Mr E Chr Kieswetter Company : Alexander Forbes Group Holdings Limited Issue of shares : 2 980 462 Total value : R22 353 466 Nature of interest : Direct Beneficial Director and Group CFO : Mr D M Viljoen Company : Alexander Forbes Group Holdings Limited Issue of shares : 1 490 231 Total value : R11 176 733 Nature of interest : Direct Beneficial On 24 July 2014, the Company Secretary accepted rights to participate in the Company's share incentive plans as follows: Long term incentive conditional share plan awards ("the Conditional Awards"), which are off market and which are subject to specified performance conditions measured over a period of three years, and will vest if such conditions are met, in three years’ time. Group Company Secretary : Ms J E Salvado Company : Alexander Forbes Group Holdings Limited Conditional award : 120 000 Deemed value based on grant date price of R7.50 : R900 000 Nature of interest : Direct Beneficial In addition, the following shares were allocated on market to the Company Secretary at the listing price of R7.50, per the 2014 Exit Transaction Incentive, in terms of which the participant has intermittent restrictions with an end date of 365 days from listing, as to when she may dispose of the shares. Group Company Secretary : Ms J E Salvado Company : Alexander Forbes Group Holdings Limited Issue of shares : 101 823 Total value : R763 669 Nature of interest : Direct Beneficial The allocations have been approved by the Remuneration Committee and clearance received in accordance with the JSE Listings Requirements. 25 July 2014 Sandton Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 25/07/2014 05:30:00 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.