Results of Annual General Meeting Imperial Holdings Limited Incorporated in the Republic of South Africa Registration number: 1946/021048/06 ISIN: ZAE000067211 JSE Share code: IPL (“Imperial” or “Company”) Results of Annual General Meeting (AGM) Imperial is pleased to advise its shareholders that all the ordinary and special resolutions proposed in the Notice of the AGM dated 22 August 2016 and tabled at the Company’s AGM held today, Tuesday 1 November 2016, 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 Percentage Percentage Percentage For Against Abstained* Ordinary Resolution 1: Financial Statements 100.00 0.00 0.11595 Ordinary Resolution 2: Appointment of Auditors 84.53708 15.46292 0.07655 Ordinary Resolution 3.1: Appointment of audit committee 95.11834 4.88166 0.00781 member – RM Kgosana Ordinary Resolution 3.2: Appointment of audit committee 100.00 0.00 0.00781 member – GW Dempster Ordinary Resolution 3.3: Appointment of audit committee 98.89113 1.10887 0.00781 member – T Dingaan Ordinary Resolution 3.4: Appointment of audit committee 91.18071 8.81929 0.00781 member – P Langeni Ordinary Resolution 3.5: Appointment of audit committee 99.38696 0.61304 0.00781 member – RJA Sparks Ordinary Resolution 3.6: Appointment of audit committee 99.35127 0.64873 0.00781 member – Y Waja Ordinary Resolution 4.1: Re-appointment of directors – 98.73275 1.26725 0.00781 MJ Lamberti Ordinary Resolution 4.2: Re-appointment of directors – 94.39216 5.60784 0.00781 P Langeni Ordinary Resolution 4.3: Re-appointment of directors – 98.44382 1.55618 0.00781 PB Michaux Ordinary Resolution 4.4: Re-appointment of directors – 98.15273 1.84727 0.00781 RJA Sparks Ordinary Resolution 4.5: Re-appointment of directors – 97.85746 2.14254 0.00781 A Tugendhaft Ordinary Resolution 5: Confirmation of remuneration 98.88218 1.11782 0.00781 policy Special Resolution 1.1: Directors’ fees – Chairperson 100.00 0.00 0.00781 Special Resolution 1.2: Directors’ fees – Deputy 100.00 0.00 0.00781 Chairperson Special Resolution 1.3: Directors’ fees – Board member 100.00 0.00 0.00781 Special Resolution 1.4: Directors’ fees – Assets and 100.00 0.00 0.00781 liabilities committee chairman Special Resolution 1.5: Directors’ fees – Assets and 100.00 0.00 0.00781 liabilities committee member Special Resolution 1.6: Directors’ fees – Audit committee 100.00 0.00 0.00781 chairman Special Resolution 1.7: Directors’ fees – Audit committee 100.00 0.00 0.00781 member Special Resolution 1.8: Directors’ fees – Investment 100.00 0.00 0.00781 committee chairman Special Resolution 1.9: Directors’ fees – Investment 100.00 0.00 0.00781 committee member Special Resolution 1.10: Directors’ fees – Risk committee 100.00 0.00 0.00781 chairman Special Resolution 1.11: Directors’ fees – Risk committee 100.00 0.00 0.00781 member Special Resolution 1.12: Directors’ fees – Remuneration 100.00 0.00 0.00781 committee chairman Special Resolution 1.13: Directors’ fees - Remuneration 100.00 0.00 0.00781 committee member Special Resolution 1.14: Directors’ fees – Nominations 100.00 0.00 0.00781 committee chairman Special Resolution 1.15: Directors’ fees - Nominations 100.00 0.00 0.00781 committee member Special Resolution 1.16: Directors’ fees – Social, ethics 100.00 0.00 0.00781 and transformation committee chairman Special Resolution 1.17: Directors’ fees - Social, ethics 100.00 0.00 0.00781 and transformation committee member Special Resolution 2 – General authority to repurchase 98.68302 1.31698 0.01463 company shares Ordinary Resolution 6 - Authority over unissued ordinary 98.51916 1.48084 0.00781 shares Ordinary Resolution 7 – Authority to issue shares for 98.52856 1.47144 0.00781 cash Ordinary Resolution 8 – Authority over unissued 92.97386 7.02614 0.00781 preference shares Special Resolution 3 – S44 Financial assistance 98.51476 1.48524 0.00781 Special Resolution 4 – S45 Financial assistance 97.46958 2.53042 0.00781 Special Resolution 5 – Amendment of MOI 100.00 0.00 0.00781 * Total number of shares present / represented by proxies at the meeting 150,882,018 representing 72% of the total Imperial ordinary shares in issue Company Secretary RA Venter Bedfordview 1 November 2016 Sponsor: Merrill Lynch South Africa (Pty) Limited Date: 01/11/2016 05:50:00 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.