Results of AGM 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 2017 ANNUAL GENERAL MEETING (AGM) Shareholders are advised that at the AGM of the Company held on Tuesday, 16 May 2017, all the resolutions set out in the notice of AGM sent to shareholders together with the integrated report for the year ended 31 December 2016, were passed by the requisite majority of votes. A total of 765 956 820 shares were present or represented at the meeting, representing no less than 90% 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 765 613 275 765 613 135 140 343 545 and endorse the % of total % of shares % of % of total Company’s issued shares voted shares issued financial voted shares statements 90.31% 99.99998% 0.00002% 0.04% 2. To re-appoint the Company’s auditors 2.1 Ernst & 764 359 402 703 728 667 60 630 735 1 597 418 Young Inc % of total % of shares % of % of total issued shares voted shares issued voted shares 90.16% 92.07% 7.93% 0.19% 2.2 KPMG Inc 765 044 427 765 035 421 9 006 912 393 % of total % of shares % of % of total shares voted shares issued voted shares 90.24% 99.99882% 0.00118% 0.11% 3. To re-elect retiring directors 3.1 Alex Darko 765 775 635 749 801 539 15 974 096 178 185 % of total % of shares % of % of total issued shares voted shares issued voted shares 90.33% 97.91% 2.09% 0.02% 3.2 Ashok 765 720 648 722 749 772 42 970 876 236 169 Vaswani % of total % of shares % of % of total issued shares voted shares issued voted shares 90.32% 94.39% 5.61% 0.03% 3.3 Francis 765 779 740 764 588 663 1 191 077 177 077 Okomo-Okello % of total % of shares % of % of total issued shares voted shares issued voted shares 90.33% 99.84% 0.16% 0.02% 3.4 Peter 765 779 220 763 085 425 2 693 795 177 600 Matlare % of total % of shares % of % of total issued shares voted shares issued voted shares 90.33% 99.65% 0.35% 0.02% 3.5 Trevor 765 779 040 763 865 590 1 913 450 177 777 Munday % of total % of shares % of % of total issued shares voted shares issued voted shares 90.33% 99.75% 0.25% 0.02% 3.6 Yolanda 765 718 828 746 486 200 19 232 628 237 992 Cuba % of total % of shares % of % of total issued shares voted shares issued voted shares 90.32% 97.49% 2.51% 0.03% 4. To confirm the appointment of new directors appointed after the last AGM 4.1 Dhanasagree 765 780 093 745 668 910 20 111 183 176 727 (Daisy) Naidoo % of total % of shares % of % of total issued shares voted shares issued voted shares 90.33% 97.37% 2.63% 0.02% 4.2 Jason Quinn 765 781 213 764 580 645 1 200 568 175 607 % of total % of shares % of % of total issued shares voted shares issued voted shares 90.33% 99.84% 0.16% 0.02% 4.3 René van 765 781 213 765 780 844 369 175 607 Wyk % of total % of shares % of % of total issued shares voted shares issued voted shares 90.33% 99.99995% 0.00005% 0.02% 5. To re-elect and elect the members of the Group Audit and Compliance Committee 5.1 Alex Darko 765 778 635 764 601 248 1 177 387 178 185 % of total % of shares % of % of total issued shares voted shares issued voted shares 90.33% 99.85% 0.15% 0.02% 5.2 Colin Beggs 765 779 040 764 602 653 1 176 387 177 777 % of total % of shares % of % of total shares voted shares issued voted shares 90.33% 99.85% 0.15% 0.02% 5.3 Mohamed 765 720 651 757 383 853 8 336 798 236 169 Husain % of total % of shares % of % of total shares voted shares issued voted shares 90.32% 98.91% 1.09% 0.03% 5.4 Paul 765 762 777 764 585 390 1 177 387 177 777 O’Flaherty % of total % of shares % of % of total shares voted shares issued voted shares 90.33% 99.85% 0.15% 0.02% 5.5 Dhanasagree 765 780 093 751 748 150 14 031 943 176 727 (Daisy) Naidoo % of total % of shares % of % of total shares voted shares issued voted shares 90.33% 98.17% 1.83% 0.02% 5.6 René van 765 781 210 765 780 841 369 175 607 Wyk % of total % of shares % of % of total shares voted shares issued voted shares 90.33% 99.99995% 0.00005% 0.02% 6. To place 761 565 071 698 656 852 62 908 219 4 391 749 unissued shares % of total % of shares % of % of total under the shares voted shares issued control of the voted shares directors 89.83% 91.74% 8.26% 0.52% 7. Non-binding 765 762 979 580 039 137 185 723 842 193 841 advisory vote % of total % of shares % of % of total on the shares voted shares issued Company’s voted shares remuneration 90.33% 75.75% 24.25% 0.02% policy Special Number of Shares Shares Shares resolutions shares voted voted for: voted abstained: (for or against: against): 1. Special 765 771 062 750 657 158 15 113 904 185 758 resolution to % of total % of shares % of % of total sanction the issued shares voted shares issued proposed voted shares remuneration of 90.33% 98.03% 1.97% 0.02% the non- executive directors, payable from 1 May 2017 2. Special 765 774 572 756 458 515 9 316 057 182 248 resolution % of total % of shares % of % of total regarding the issued shares voted shares issued authority for a voted shares general 90.33% 98.78% 1.22% 0.02% repurchase of ordinary shares of the Company 3. Special 761 570 734 755 206 562 6 364 172 4 386 086 resolution on % of total % of shares % of % of total Financial issued shares voted shares issued Assistance – voted shares section 45 of 89.83% 99.16% 0.84% 0.52% the Companies 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 16 May 2017 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: 16/05/2017 05:02:00 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.