Results of Annual General Meeting (AGM) MMI HOLDINGS LIMITED (Incorporated in the Republic of South Africa) Registration number: 2000/031756/06 ISIN Code: ZAE000149902 JSE Share Code: MMI NSX Share Code: MIM (“MMI” or “Company”) Results of Annual General Meeting (AGM) MMI is pleased to inform its shareholders that all the ordinary and special resolutions proposed in the notice of the AGM dated 8 September 2015 and tabled at the Company’s AGM held on, Friday 20 November 2015, were passed by the requisite majority of votes cast by shareholders. The voting details with respect to the proposed resolutions were as follows: Resolutions proposed Number of Percentage Percentage Percentage Percentage shares voted shares For Against Abstained voted Ordinary Resolution 1: Election Ms M 1 227 555 432 78.04% 100.00% 0.00% 0.12% Vilakazi Ordinary Resolution 2.1: Re-election 1 227 555 432 78.04% 100.00% 0.00% 0.12% of directors – Mr FJC Truter Ordinary Resolution 2.2: Re-election 1 226 876 062 78.00% 83.08% 16.92% 0.17% of directors – Mr BJ van der Ross Ordinary Resolution 2.3: Re-election 1 227 555 432 78.04% 99.99% 0.01% 0.12% of directors – Mr KC Shubane Ordinary Resolution 2.4: Re-election 1 227 555 432 78.04% 99.67% 0.33% 0.12% of directors – Mr L Crouse Ordinary Resolution 2.5: Re-election 1 227 555 432 78.04% 99.50% 0.50% 0.12% of directors – Mr SA Muller Ordinary Resolution 3: Re-appointment 1 227 555 432 78.04% 99.98% 0.02% 0.12% of PWC as external Auditors Ordinary Resolution 4.1: Appointment of audit committee member – Mr FJC 1 227 555 432 78.04% 100.00% 0.00% 0.12% Truter Ordinary Resolution 4.2: Appointment of audit committee member – Mr SA 1 227 555 432 78.04% 99.44% 0.56% 0.12% Muller Ordinary Resolution 4.3: Appointment of audit committee member – Mrs F 1 227 555 432 78.04% 99.44% 0.56% 0.12% Jakoet Ordinary Resolution 4.4: Appointment of audit committee member – Mr LL von 1 227 555 432 78.04% 100.00% 0.00% 0.12% Zeuner Ordinary Resolution 5: Confirmation 1 227 511 816 78.04% 75.54% 24.46% 0.13% of remuneration policy Ordinary Resolution 6: Implementation 1 227 555 432 78.04% 100.00% 0.00% 0.12% of ordinary and special resolutions Special Resolution 1.1: Directors’ 1 227 555 332 78.04% 100.00% 0.00% 0.12% fees - Chairperson Special Resolution 1.2: Directors’ 1 227 555 332 78.04% 100.00% 0.00% 0.12% fees – Deputy chairperson Special Resolution 1.3: Directors’ 1 227 555 332 78.04% 100.00% 0.00% 0.12% fees – Board member Special Resolution 1.4: Directors’ 1 227 555 332 78.04% 100.00% 0.00% 0.12% fees – Audit committee chairperson Special Resolution 1.5: Directors’ 1 227 555 332 78.04% 100.00% 0.00% 0.12% fees – Audit committee member Special Resolution 1.6: Directors’ fees – Actuarial committee 1 227 555 332 78.04% 100.00% 0.00% 0.12% chairperson Special Resolution 1.7: Directors’ 1 227 555 332 78.04% 100.00% 0.00% 0.12% fees – Actuarial committee member Special Resolution 1.8: Directors’ fees – Remuneration committee 1 227 555 332 78.04% 100.00% 0.00% 0.12% chairperson Special Resolution 1.9: Directors’ 1 227 555 332 78.04% 100.00% 0.00% 0.12% fees - Remuneration committee member Special Resolution 1.10: Directors’ fees – Risk, capital and compliance 1 227 555 332 78.04% 100.00% 0.00% 0.12% committee chairperson Special Resolution 1.11: Directors’ fees – Risk, capital and compliance 1 227 555 332 78.04% 100.00% 0.00% 0.12% committee member Special Resolution 1.12: Directors’ fees – Social, ethics and 1 227 555 332 78.04% 100.00% 0.00% 0.12% transformation committee chairperson Special Resolution 1.13: Directors’ fees - Social, ethics and 1 227 555 332 78.04% 100.00% 0.00% 0.12% transformation committee member Special Resolution 1.14: Directors’ fees – Nominations committee 1 227 555 332 78.04% 100.00% 0.00% 0.12% chairperson Special Resolution 1.15: Directors’ 1 227 555 332 78.04% 100.00% 0.00% 0.12% fees - Nominations committee member Special Resolution 1.16: Directors’ fees – Fair practices committee 1 227 555 332 78.04% 100.00% 0.00% 0.12% chairperson Special Resolution 1.17: Directors’ fees - Fair practices committee 1 227 555 332 78.04% 100.00% 0.00% 0.12% member Special Resolution 1.18: Directors’ 1 227 555 332 78.04% 100.00% 0.00% 0.12% fees – Chairperson Special Resolution 1.19: Directors’ 1 227 555 332 78.04% 100.00% 0.00% 0.12% fees – Board member Special Resolution 1.20: Ad hoc 1 227 555 332 78.04% 79.66% 20.34% 0.12% directors’ fees Special Resolution 2 – S44 of the 1 227 555 432 78.04% 80.10% 19.90% 0.12% Companies Act Financial assistance Special Resolution 3 – S45 of the 1 227 555 432 78.04% 99.72% 0.28% 0.12% Companies Act Financial assistance Special Resolution 4 – General authority to repurchase company 1 227 110 452 78.01% 97.37% 2.63% 0.15% shares By order of the Board Centurion 23 November 2015 Sponsor: Merrill Lynch South Africa (Pty) Limited Date: 23/11/2015 12:20:00 Produced by the JSE SENS Department. 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