Results of 2018 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 2018 ANNUAL GENERAL MEETING (AGM) In accordance with paragraph 3.91 of the JSE Limited Listings Requirements (“the Listings Requirements”), shareholders are advised that at the AGM of the Company held on Tuesday, 15 May 2018, the resolutions set out in the notice of AGM sent to shareholders together with the integrated report for the year ended 31 December 2017, were passed by the requisite majority of votes. A total of 647 143 161 shares were present or represented at the meeting, representing no less than 76% of the Company’s total issued ordinary share capital. Ordinary Total shares Shares Shares Shares resolutions voted (for or voted for: voted abstained: against): against: 1. Re-appointment of the Company’s auditors 1.1 Ernst & 643 146 686 584 822 479 58 324 207 3 996 475 Young Inc. % of total % of shares % of shares % of total issued shares voted voted issued shares 75.87% 90.93% 9.07% 0.47% 2. Re-election of retiring directors 2.1 Colin Beggs 643 098 054 636 610 440 6 487 614 4 045 107 % of total % of shares % of shares % of total issued shares voted voted issued shares 75.86% 98.99% 1.01% 0.47% 2.2 Yolanda 644 008 064 605 699 029 38 309 035 3 135 097 Cuba % of total % of shares % of shares % of total issued shares voted voted issued shares 75.97% 94.05% 5.95% 0.37% 2.3 Mohamed 644 008 064 611 427 252 32 580 812 3 135 097 Husain % of total % of shares % of shares % of total issued shares voted voted issued shares 75.97% 94.94% 5.06% 0.37% 2.4 Wendy 644 130 737 611 028 577 33 102 160 3 012 424 Lucas-Bull % of total % of shares % of shares % of total issued shares voted voted issued shares 75.98% 94.86% 5.14% 0.36% 2.5 Mark Merson 644 298 791 637 952 800 6 345 991 2 844 370 % of total % of shares % of shares % of total issued shares voted voted issued shares 76.00% 99.02% 0.98% 0.34% 2.6 Maria Ramos 644 010 959 633 382 600 10 628 359 3 132 202 % of total % of shares % of shares % of total issued shares voted voted issued shares 75.97% 98.35% 1.65% 0.37% 3. Election of new directors appointed after the last AGM 3.1 Daniel 644 300 663 643 791 215 509 448 2 842 498 Hodge % of total % of shares % of shares % of total issued shares voted voted issued shares 76.00% 99.92% 0.08% 0.34% 3.2 Monwabisi 644 303 420 641 950 608 2 352 812 2 839 741 Fandeso % of total % of shares % of shares % of total issued shares voted voted issued shares 76.00% 99.63% 0.37% 0.33% 3.3 Tasneem 644 303 420 641 278 544 3 024 876 2 839 741 Abdool-Samad % of total % of shares % of shares % of total issued shares voted voted issued shares 76.00% 99.53% 0.47% 0.33% 4. Re-appointment of the Group Audit and Compliance Committee members 4.1 Alex Darko 644 301 678 637 953 690 6 347 988 2 841 483 % of total % of shares % of shares % of total issued shares voted voted issued shares 76.00% 99.01% 0.99% 0.34% 4.2 Colin Beggs 644 278 266 637 834 857 6 443 409 2 864 895 % of total % of shares % of shares % of total shares voted voted issued shares 76.00% 99.00% 1.00% 0.34% 4.3 Mohamed 644 303 315 630 189 518 14 113 797 2 839 846 Husain % of total % of shares % of shares % of total shares voted voted issued shares 76.00% 97.81% 2.19% 0.33% 4.4 Dhanasagree 644 291 984 637 941 823 6 350 161 2 851 177 (Daisy) Naidoo % of total % of shares % of shares % of total shares voted voted issued shares 76.00% 99.01% 0.99% 0.34% 4.5 Paul 644 306 420 637 950 478 6 355 942 2 836 741 O’Flaherty % of total % of shares % of shares % of total shares voted voted issued shares 76.00% 99.01% 0.99% 0.33% 4.6 René van 644 302 728 637 955 740 6 346 988 2 840 433 Wyk % of total % of shares % of shares % of total shares voted voted issued shares 76.00% 99.01% 0.99% 0.34% 4.7 Tasneem 644 302 728 637 513 037 6 789 691 2 840 433 Abdool-Samad % of total % of shares % of shares % of total shares voted voted issued shares 76.00% 98.95% 1.05% 0.34% 5. Placing of 644 222 575 599 757 779 44 464 796 2 920 586 the authorised % of total % of shares % of shares % of total but unissued shares voted voted issued ordinary share shares capital under 75.99% 93.10% 6.90% 0.34% the control of the directors 6. Approval of 640 961 662 584 381 838 56 579 824 6 181 099 the maximum % of total % of shares % of shares % of total numbers of shares voted voted issued shares shares allocated under 75.61% 91.17% 8.83% 0.73% Barclays Africa Group long-term incentive plans Non-binding Total shares Shares Shares Shares advisory votes voted (for or voted for: voted abstained: against): against: 1. The 640 996 141 490 225 973 150 770 168 6 147 020 Company’s % of total % of shares % of shares % of total remuneration issued shares voted voted issued policy shares 75.61% 76.48% 23.52% 0.73% 2. The 640 920 469 337 394 611 303 525 858 6 222 692 Company’s % of total % of shares % of shares % of total remuneration issued shares voted voted issued report shares 75.60% 52.64% 47.36% 0.73% Special Total shares Shares Shares Shares resolutions voted (for or voted for: voted abstained: against): against: 1. Amendment of 644 075 633 643 896 781 178 852 3 067 528 the Company’s % of total % of shares % of shares % of total MOI issued shares voted voted issued shares 75.97% 99.97% 0.03% 0.36% 2. Approval of 646 670 469 646 669 767 702 472 692 name change % of total % of shares % of shares % of total issued shares voted voted issued shares 76.28% 99.999% 0.001% 0.06% 3. Remuneration 644 297 415 606 325 544 37 971 871 2 845 746 of non- % of total % of shares % of shares % of total executive issued shares voted voted issued directors shares 76.00% 94.11% 5.89% 0.34% 4. General 644 290 503 643 031 416 1 259 087 2 852 658 authority to % of total % of shares % of shares % of total repurchase the issued shares voted voted issued Company’s shares securities 76.00% 99.80% 0.20% 0.34% 5. Financial 644 297 797 629 501 773 14 796 024 2 845 364 assistance to a % of total % of shares % of shares % of total related or issued shares voted voted issued inter–related shares company 76.00% 97.70% 2.30% 0.34% The special resolutions will be lodged with the Companies and Intellectual Property Commission (CIPC) in due course and, where appropriate, the Registrar of Banks. As a result of the number of votes exercised against the non-binding advisory vote number 1, and there being more than 25% of the votes exercised against the non-binding advisory vote number 2, in terms of the recommendations of the King IV Report on Corporate Governance for South Africa, 2016 and paragraph 3.84(k) of the Listings Requirements, shareholders will be invited to raise their concerns or recommendations on the remuneration policy and the remuneration implementation report. Further details will be announced on SENS in due course. Johannesburg 15 May 2018 Enquiries: Nadine Drutman – Group Company Secretary Tel: (+2711) 350 5347 Email: Nadine.Drutman@absa.co.za Lead Independent Sponsor: J.P. Morgan Equities South Africa Proprietary Limited Joint Sponsor: Absa Bank Limited - Corporate and Investment Bank Date: 15/05/2018 04:53:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 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