Report on proceedings at the annual general meeting 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”) REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING At the 2014 annual general meeting (“AGM”) of the shareholders of Alexander Forbes held yesterday, 28 October 2014 all the ordinary and special resolutions proposed at the meeting were approved by the requisite majority of votes. In this regard, the Company confirms the voting statistics from the AGM as follows: Percentage of votable shares represented in relation to the total issued share capital: Number of votable Total issued share Percentage of votable shares represented capital shares 994 177 434 1 657 534 602 60.32% Votes carried disclosed Shares as a percentage in abstained relation to the total disclosed as number of shares voted a percentage at the meeting in relation to the total For Against issued share capital Ordinary Resolution Number 1.1 – Election of Directors: Dr D 95.45% 4.55% 0.04% Konar Ordinary Resolution Number 1.2 – Election of Directors: Mr MS 92.02% 7.98% 0.04% Moloko Ordinary Resolution Number 1.3 – Election of Directors: Mr E 94.00% 6.00% 0.04% Chr. Kieswetter Ordinary Resolution Number 1.4 – Election of Directors: Mr DM 94.00% 6.00% 0.04% Viljoen Ordinary Resolution Number 1.5 – Election of Directors: Mr WS 94.00% 6.00% 0.04% O’Regan Ordinary Resolution Number 2.1 – Appointment of audit 96.67% 3.33% 0.04% Committee Members: Dr D Konar (Chairman) Ordinary Resolution Number 2.2 – Appointment of audit 99.98% 0.02% 0.04% Committee Members: Mr M Collier Ordinary Resolution Number 2.3 – Appointment of audit 99.98% 0.02% 0.04% Committee Members: Mr B Petersen Ordinary Resolution Number 3: 99.65% 0.35% 0.04% Re-appointment of Auditors Non-binding Advisory Vote – 95.36% 4.64% 6.89% Remuneration Policy Special Resolution Number 1 – Non-Executive Directors’ 99.59% 0.41% 0.04% Remuneration Special Resolution Number 2 – 91.14% 8.86% 0.04% Section 45 Inter Group Loans Ordinary Resolution Number 4 – 99.98% 0.02% 0.04% Authorisation of Directors The special resolution/s will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course. Sandton 29 October 2014 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 29/10/2014 02:42:00 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.