Posting of circular relating to the proposed 2.91% BEE ESOP Transaction and notice of general meeting ALEXANDER FORBES GROUP HOLDINGS LIMITED (Previously Alexander Forbes Equity Holdings Proprietary Limited) (Incorporated in the Republic of South Africa) (Registration number 2006/025226/06) Share Code: AFH ISIN: ZAE000191516 ("Alexander Forbes" or "the Company") POSTING OF CIRCULAR RELATING TO ALEXANDER FORBES' PROPOSED 2.91% BLACK ECONOMIC EMPOWERMENT EMPLOYEE SHARE OWNERSHIP PLAN ("BEE ESOP TRANSACTION") AND NOTICE OF GENERAL MEETING Shareholders are referred to the announcement released on the Stock Exchange News Service ("SENS") on 20 April 2015, in which they were advised that Alexander Forbes has established an ESOP Trust and entered into agreements to implement the BEE ESOP Transaction. Pursuant to the BEE ESOP Transaction, the Company will issue 39,070,700 Alexander Forbes ordinary shares to the ESOP Trust subject to shareholder approval, representing approximately 2.91% of the Company's issued share capital following implementation of the ESOP Transaction. Shareholders are advised that a circular, setting out, inter alia, the terms of the BEE ESOP Transaction and incorporating a Notice of General Meeting convening a General Meeting of Alexander Forbes shareholders in order to consider and, if deemed fit, to pass the ordinary and special resolutions necessary to authorise and implement the BEE ESOP Transaction, to be posted to shareholders today, Monday, 4 May 2015 ("the Circular"). The salient dates pertaining to the General Meeting, also contained in the Circular, are as follows: EVENT 2015 Record date for Alexander Forbes shareholders to be eligible to receive the Circular Friday, 24 April Circular posted to Alexander Forbes shareholders on Monday, 4 May Last day to trade Alexander Forbes shares in order to be eligible to participate in and Friday, 15 May vote at the General Meeting Record date in order to be eligible to be eligible to participate in and vote at the General Friday, 22 May Meeting Last date for receipt of the forms of proxy for the General Meeting by 12:00 on Thursday, 28 May General Meeting to be held at 12:00 at Alexander Forbes' registered office, being 115 Monday, 1 June West Street, Sandton, Gauteng, on Results of the General Meeting released on SENS on Monday, 1 June Results of the General Meeting published in the press on Tuesday, 2 June Sandton 4 May 2015 Financial adviser and sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Empowerment adviser Carvel Capital Legal adviser Bowman Gilfillan Inc. Independent reporting accountants and auditors PricewaterhouseCoopers Inc. Date: 04/05/2015 03:42:00 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.