Report on proceedings at the annual general meeting AECI LIMITED Incorporated in the Republic of South Africa Registration Number 1924/002590/06) Share code: AFE ISIN: ZAE000000220 (“AECI” or “the Company”) REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING At the 92nd annual general meeting (“AGM”) of the shareholders of AECI held today, 30 May 2016, 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: Votes carried as a Shares percentage of the total Shares voted as a abstained as a number of shares voted percentage of the percentage of at the meeting Number of shares total issued share the total issued Resolutions voted capital* share capital* For Against Ordinary resolution No. 1: Adoption of annual financial statements 100.00000% 0.00000% 107 899 588 81.50177% 0.08586% Ordinary resolution No.2: Reappointment of independent auditors 91.29002% 8.70998% 106 609 179 80.52706% 1.06057% Ordinary resolution No. 3.1: Re-election of Non- executive Directors – Ms Z Fuphe 98.14712% 1.85288% 108 003 064 81.57993% 0.00770% Ordinary resolution No. 3.2: Re-election of Non- executive Directors – Mr Gomwe 100.00000% 0.00000% 108 003 064 81.57993% 0.00770% Ordinary resolution No. 3.3: Re-election of Non- executive Directors – Adv R Ramashia 100.00000% 0.00000% 108 003 064 81.57993% 0.00770% Ordinary resolution No.4.1: Appointment of Directors – Mr GW Dempster 100.00000% 0.00000% 108 003 064 81.57993% 0.00770% Ordinary resolution No.4.2: Appointment of Directors – Dr KDK Mokhele 100.00000% 0.00000% 108 003 064 81.57993% 0.00770% Ordinary resolution No. 5: Re-election of Executive Director 100.00000% 0.00000% 108 003 064 81.57993% 0.00770% Ordinary resolution No. 6.1: Election of Audit Committee members – Mr GW Dempster 99.54025% 0.45975% 108 003 064 81.57993% 0.00770% Ordinary resolution No. 6.2: Election of Audit Committee members – Mr RMW Dunne 98.10740% 1.89260% 107 925 183 81.52111% 0.06653% Ordinary resolution No. 6.3: Election of Audit Committee members – Mr G Gomwe 99.54025% 0.45975% 108 003 064 81.57993% 0.00770% Ordinary resolution No. 6.4: Election of Audit Committee members – Mr AJ Morgan 99.54025% 0.45975% 108 003 064 81.57993% 0.00770% Ordinary resolution No. 6.5: Election of Audit Committee members – Mr LM Nyhonyha 98.79820% 1.20180% 108 003 064 81.57993% 0.00770% Ordinary resolution No. 7: Remuneration policy 79.83227% 20.16773% 108 000 471 81.57797% 0.00966% Special resolution No. 1.1: Directors’ fees – Board: 100.00000% 0.00000% 108 003 064 81.57993% 0.00770% Chairman Special resolution No. 1.2: Directors’ fees – Board: 100.00000% 0.00000% 108 003 064 81.57993% 0.00770% Non-executive Directors Special resolution No. 1.3: Directors’ fees – Audit 100.00000% 0.00000% 108 003 064 81.57993% 0.00770% Committee: Chairman Special resolution No. 1.4: Directors’ fees – Audit 100.00000% 0.00000% 108 003 064 81.57993% 0.00770% Committee: Members Special resolution No. 1.5: Directors’ fees – Other 100.00000% 0.00000% 108 003 064 81.57993% 0.00770% Board Committees: Chairman Special resolution No. 1.6: Directors’ fees – Other 100.00000% 0.00000% 108 003 064 81.57993% 0.00770% Board Committees: Members Special resolution No. 1.7: Directors’ fees – 100.00000% 0.00000% 108 003 064 81.57993% 0.00770% Subsidiaries’ FRRC: Chairman Special resolution No. 1.8: Directors’ fees – 100.00000% 0.00000% 108 003 064 81.57993% 0.00770% Subsidiaries’ FRRC: Non-executive members Special resolution No. 1.9: Directors’ fees – 100.00000% 0.00000% 108 003 064 81.57993% 0.00770% Meeting attendance fee Special resolution No. 2: General authority to 100.00000% 0.00000% 108 003 064 81.57993% 0.00770% repurchase shares Special resolution No. 3: Financial assistance to 100.00000% 0.00000% 108 003 064 81.57993% 0.00770% related or inter-related company *Total issued share capital is 132 389 246, comprising 122 271 295 listed ordinary shares and 10 117 951 unlisted redeemable convertible B ordinary shares. The special resolutions will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course. Woodmead, Sandton 30 May 2016 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 30/05/2016 04:47:00 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.