Notice of Annual General Meeting - Special Resolution 2 – General Authority to Repurchase Company Shares Imperial Holdings Limited (Incorporated in the Republic of South Africa) Registration number: 1946/021048/06 Share code: IPL ISIN: ZAE000067211 ("Imperial") NOTICE OF ANNUAL GENERAL MEETING - SPECIAL RESOLUTION 2 – GENERAL AUTHORITY TO REPURCHASE COMPANY SHARES The notice convening the Imperial annual general meeting (“AGM”), to be held at 09h00 on Tuesday, 4 November 2014 (“Notice”) was made available on the Company’s website (www.imperial.co.za) on 30 September 2014 and included in the 2014 Integrated Report, which was posted to shareholders on 30 September 2014. In terms of special resolution number 2, contained in the Notice, general authority is sought to repurchase the company’s shares. The proposed maximum percentage of shares which may be repurchased is 15% of the company’s issued share capital, being the maximum permissible in terms of the JSE Listings Requirements. Subsequent to the posting of the Notice, the Company has received communication from a proxy advisory firm that the maximum permissible limit of 15% appears unduly high and that it was advising against supporting the resolution. Imperial has accordingly decided to provide an undertaking that, should Special Resolution 2 be approved as tabled, the maximum percentage of shares which will be repurchased in terms of the approval shall be 5% (five percent) of the company’s issued share capital. Should the company wish to embark on any repurchase in excess of 5%, the approval of shareholders will again be sought. Shareholders are accordingly requested to support Special Resolution 2. The Company encourages participation by shareholders in the voting at the AGM, and advises them to make the necessary arrangements timeously to attend or be represented at the AGM and, where required, to furnish voting instructions to their CSDP or broker in good time. The record date for the purposes of participating and voting at the AGM is Friday, 24 October 2014. In order for forms of proxy (which are contained in the company’s 2014 integrated report) to be valid for the purposes of the AGM, they are required to be lodged at the offices of the company’s transfer secretaries, Computershare Investor Services (Pty) Limited, 70 Marshall Street, Johannesburg, South Africa (or mailed to be received by them at P O Box, 61051, Marshalltown, 2107, South Africa) by no later than 09h00 on 3 November 2014. Company Secretary RA Venter Sponsor: Merrill Lynch SA (Pty) Limited Date: 29 October 2014 Date: 29/10/2014 09:00:00 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.