Results of the 2016 Annual General Meeting BARCLAYS AFRICA GROUP LIMITED (Incorporated in the Republic of South Africa) (Registration number: 1986/003934/06) ISIN: ZAE000174124 JSE share code: BGA (“the Company”) RESULTS OF THE 2016 ANNUAL GENERAL MEETING (AGM) Shareholders are advised that at the AGM of the Company held on Tuesday, 17 May 2016, all the resolutions set out in the notice of AGM sent to shareholders together with the integrated report for the year ended 31 December 2015, were passed by the requisite majority of votes. A total of 778 797 855 shares were present or represented at the meeting, representing 91.87% of the Company’s total issued ordinary share capital. Ordinary Number of Shares Shares Shares resolutions shares voted voted for: voted abstained: (for or against: against): 1. To consider 778 523 614 778 523 614 0 274 241 and endorse the Company’s % of total % of shares % of % of total financial issued shares voted shares issued statements voted shares 91.834% 100.000% 0.000% 0.032% 2. To appoint the Company’s auditors 2.1 Price 778 692 779 778 608 222 84 557 105 076 waterhouse Coopers Inc % of total % of shares % of % of total (until 31 issued shares voted shares issued December 2016) voted shares 91.854% 99.989% 0.011% 0.012% 2.2 Ernst and 778 692 779 778 608 222 84 557 105 076 Young Inc (until 31 % of total % of shares % of % of total December 2016) shares voted shares issued voted shares 91.854% 99.989% 0.011% 0.012% 2.3 KPMG Inc 778 692 779 778 629 422 63 357 105 076 (from 1 January 2017) % of total % of shares % of % of total shares voted shares issued voted shares 91.854% 99.992% 0.008% 0.012% 2.4 Ernst and 778 692 779 778 629 422 63 357 105 076 Young Inc (from 1 January 2017) % of total % of shares % of % of total shares voted shares issued voted shares 91.854% 99.992% 0.008% 0.012% 3. To re-elect retiring directors 3.1 Yolanda 778 692 579 683 963 813 94 728 766 105 276 Cuba % of total % of shares % of % of total issued shares voted shares issued voted shares 91.854% 87.835% 12.165% 0.012% 3.2 Mohamed 778 692 579 754 146 790 24 545 789 105 276 Husain % of total % of shares % of % of total issued shares voted shares issued voted shares 91.854% 96.848% 3.152% 0.012% 3.3 Trevor 778 692 579 778 691 876 703 105 276 Munday % of total % of shares % of % of total issued shares voted shares issued voted shares 91.854% 99.999% 0.001% 0.012% 3.4 Mark Merson 778 692 579 778 655 201 37 378 105 276 % of total % of shares % of % of total issued shares voted shares issued voted shares 91.854% 99.995% 0.005% 0.012% 3.5 David 778 692 579 778 655 201 37 378 105 276 Hodnett % of total % of shares % of % of total issued shares voted shares issued voted shares 91.854% 99.995% 0.005% 0.012% 4. To confirm the appointment of new directors appointed after the last AGM 4.1 Paul 778 692 579 776 408 060 2 284 519 105 276 O’Flaherty % of total % of shares % of % of total issued shares voted shares issued voted shares 91.854% 99.707% 0.293% 0.012% 5. To re-elect and elect the members of the Group Audit and Compliance Committee 5.1 Colin Beggs 778 692 579 778 692 579 0 105 276 % of total % of shares % of % of total issued shares voted shares issued voted shares 91.854% 100.000% 0.000% 0.012% 5.2 Mohamed 778 692 579 778 691 876 703 105 276 Husain % of total % of shares % of % of total shares voted shares issued voted shares 91.854% 99.999% 0.001% 0.012% 5.3 Trevor 778 692 579 778 691 876 703 105 276 Munday % of total % of shares % of % of total shares voted shares issued voted shares 91.854% 99.999% 0.001% 0.012% 5.4 Alex Darko 778 692 579 778 691 876 703 105 276 % of total % of shares % of % of total shares voted shares issued voted shares 91.854% 99.999% 0.001% 0.012% 5.5 Paul 778 692 579 776 408 060 2 284 519 105 276 O’Flaherty % of total % of shares % of % of total shares voted shares issued voted shares 91.854% 99.707% 0.293% 0.012% 6. To place 777 422 685 723 847 230 53 575 455 1 375 170 unissued shares under the % of total % of shares % of % of total control of the shares voted shares issued directors voted shares 91.704% 93.109% 6.891% 0.162% 7. Non-binding 777 421 982 634 977 144 142 444 838 1 375 873 advisory vote % of total % of shares % of % of total on the shares voted shares issued Company’s voted shares remuneration 91.704% 81.677% 18.323% 0.162% policy Special Number of Shares Shares Shares resolutions shares voted voted for: voted abstained: (for or against: against): 1. Special 777 424 241 769 418 857 8 005 384 1 373 614 resolution to sanction the % of total % of shares % of % of total proposed issued shares voted shares issued remuneration of voted shares the non- 91.704% 98.970% 1.030% 0.162% executive directors, payable from 1 May 2016 2. Special 778 684 788 776 738 227 1 946 561 113 067 resolution regarding the % of total % of shares % of % of total authority for a issued shares voted shares issued general voted shares repurchase of 91.853% 99.750% 0.250% 0.013% ordinary shares of the Company 3. Special 777 422 685 772 824 229 4 598 456 1 375 170 resolution on Financial % of total % of shares % of % of total Assistance – issued shares voted shares issued section 45 of voted shares the Companies 91.704% 99.409% 0.591% 0.162% Act The special resolutions will be lodged with the Companies and Intellectual Property Commission (CIPC) in due course and, where appropriate, the Registrar of Banks. Johannesburg 17 May 2016 Enquiries: Nadine Drutman – Group Company Secretary Tel: (+2711) 350 5347 Email: Nadine.Drutman@barclaysafrica.com Lead Independent Sponsor: J.P. Morgan Equities South Africa Proprietary Limited Joint Sponsor: Corporate and Investment Bank, a division of Absa Bank Limited Date: 17/05/2016 04:39:00 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.