Results of Annual General Meeting Value Group Limited (Incorporated in the Republic of South Africa) Registration number: 1997/002203/06 Share code: VLE ISIN code: ZAE000016507 (“Value” or “the company’) RESULTS OF ANNUAL GENERAL MEETING Shareholders are advised that, at the annual general meeting of Value held on 21 October 2015, all resolutions as set out in the notice of the annual general meeting were passed by the requisite majority of members. In this regard, Value confirms the voting statistics from the AGM were as follows: % Number Total number of shares that could be voted at meeting 100% 186 416 226 Total number of shares present/represented including proxies at the meeting 72% 134 278 701 Total number of members present in person 8 % of Votes in Votes Shares Absten- shares favour % against % voted tions that could be voted Ordinary Resolution Number 1: Re-election of non-executive directors: 1.1. Mr C.D. Stein 129 349 691 99.92 100 000 0.08 129 449 691 - - 1.2. Mr I.M. Groves 129 899 691 99.92 100 000 0.08 129 999 691 - - Ordinary Resolution Number 2: Approval of election of audit and risk committee members: 2.1 Mr V. Mcobothi 129 899 691 99.92 100 000 0.08 129 999 691 - - 2.2 Mr I.M. Groves (chairman) 129 899 691 99.92 100 000 0.08 129 999 691 - - 2.3 Mr C.D. Stein 129 899 691 99.92 100 000 0.08 129 999 691 - - Ordinary Resolution Number 3: Approval of re-appointment of external auditor 130 199 691 99.92 100 000 0.08 130 299 691 - - Ordinary Resolution Number 4: Approval of the remuneration policy by way of a non-binding, advisory vote 108 560 991 85.91 17 810 286 14.09 126 371 277 3 928 414 2.11 Ordinary Resolution Number 5: Approval of general authority to directors to allot and issue authorised but unissued ordinary shares 108 830 991 83.85 20 968 700 16.15 129 799 691 500 000 0.27 Ordinary Resolution Number 6: Approval of authority to allot and issue ordinary shares for cash 111 454 233 85.87 18 345 458 14.13 129 799 691 500 000 0.27 Ordinary Resolution Number 7: Approval of signing authority 129 599 691 99.92 100 000 0.08 129 699 691 550 000 0.30 Special Resolution Number 1: Approval of general authority to acquire (repurchase) company shares 128 340 657 98.61 1 809 034 1.39 130 149 691 150 000 0.08 Special Resolution Number 2: Approval of the remuneration of the non-executive directors 127 965 483 98.36 2 134 208 1.64 130 099 691 200 000 0.11 Special Resolution Number 3: Authority to provide financial assistance to any company or corporation which is related or inter-related to the company 113 848 439 87.37 16 451 252 12.63 130 299 691 - - For and on behalf of the Board Johannesburg 22 October 2015 Sponsor Investec Bank Limited Date: 22/10/2015 03:52:00 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.