Report on proceedings at the annual general meeting REMGRO LIMITED (Incorporated in the Republic of South Africa) (Registration number 1968/006415/06) ISIN: ZAE000026480 Share code: REM (“Remgro”) REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING At the 2016 annual general meeting (“AGM”) of the shareholders of Remgro held yesterday, Thursday, 1 December 2016 all the ordinary and special resolutions proposed were approved by the requisite majority of votes. In this regard, Remgro confirms the voting statistics from the AGM as follows: Shares voted in relation to the total issued share capital: Total issued share Number of shares voted capital Percentage shares voted 359 100 137 529 217 007 ordinary shares ordinary shares 68% 39 056 987 39 056 987 B ordinary shares B ordinary shares 100% Shares voted disclosed as a Shares percentage in relation to abstained the total number of shares disclosed as voted at the meeting a percentage in relation Ordinary shares (“Ord”) to the total B ordinary shares (“B Ord”) issued share capital For Against Ordinary Resolution Number 1 100% Ord 0% Ord 0.81% Ord - Approval of annual 100% B Ord 0% B Ord 0% B Ord financial statements Ordinary Resolution Number 2 99.32% Ord 0.68% Ord 0.79% Ord - Reappointment of auditor 100% B Ord 0% B Ord 0% B Ord Ordinary Resolution Number 3 98.86% Ord 1.14% Ord 0.79% Ord – Election of director, 100% B Ord 0% B Ord 0% B Ord Mr J J Durand Ordinary Resolution Number 4 68.40% Ord 31.60% Ord 0.79% Ord - Election of director, 100% B Ord 0% B Ord 0% B Ord Mr P K Harris Ordinary Resolution Number 5 98.82% Ord 1.18% Ord 0.79% Ord - Election of director, 100% B Ord 0% B Ord 0% B Ord Dr E de la H Hertzog Ordinary Resolution Number 6 99.06% Ord 0.94% Ord 0.80% Ord - Election of director, 100% B Ord 0% B Ord 0% B Ord Mr J Malherbe Ordinary Resolution Number 7 99.89% Ord 0.11% Ord 0.80% Ord - Election of director, 100% B Ord 0% B Ord 0% B Ord Mr M Morobe Ordinary Resolution Number 8 99.48% Ord 0.52% Ord 0.79% Ord - Election of director, 100% B Ord 0% B Ord 0% B Ord Mr N J Williams Ordinary Resolution Number 9 - Appointment of member of 99.43% Ord 0.57% Ord 0.79% Ord the Audit and Risk Committee, 100% B Ord 0% B Ord 0% B Ord Mr N P Mageza Ordinary Resolution Number 10 - Appointment of member of 99.89% Ord 0.11% Ord 0.80% Ord the Audit and Risk Committee, 100% B Ord 0% B Ord 0% B Ord Mr P J Moleketi Ordinary Resolution Number 11 - Appointment of member of 77.92% Ord 22.08% Ord 0.79% Ord the Audit and Risk Committee, 100% B Ord 0% B Ord 0% B Ord Mr F Robertson Ordinary Resolution Number 12 - Appointment of member of 99.45% Ord 0.55% Ord 0.81% Ord the Audit and Risk Committee, 100% B Ord 0% B Ord 0% B Ord Ms S E N De Bruyn Sebotsa Special Resolution Number 1 - 99.83% Ord 0.17% Ord 0.80% Ord Approval of directors’ 100% B Ord 0% B Ord 0% B Ord remuneration Special Resolution Number 2 - 99.31% Ord 0.69% Ord 0.84% Ord General authority to 0% B Ord 0% B Ord 100% B Ord repurchase shares Special Resolution Number 3 - General authority to provide financial assistance for the 99.86% Ord 0.14% Ord 0,80% Ord subscription and/or purchase 100% B Ord 0% B Ord 0% B Ord of securities in the Company or related or inter-related companies Special Resolution Number 4 - General authority to provide 97.31% Ord 2.69% Ord 0,79% Ord financial assistance to 100% B Ord 0% B Ord 0% B Ord related and inter-related companies and corporations Special Resolution Number 5 – 99.96% Ord 0.04% Ord 0.79% Ord Amendment to the Memorandum 100% B Ord 0% B Ord 0% B Ord of Incorporation Special resolution Number 5 will be lodged for registration with the Companies and Intellectual Property Commission in due course. Stellenbosch 2 December 2016 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 02/12/2016 11:54:00 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.