ZURICH INSURANCE COMPANY S A LTD - Report on proceedings at the Annual General Meeting

Report on proceedings at the Annual General Meeting

Zurich Insurance Company South Africa Limited
(Incorporated in the Republic of South Africa)
(Registration number 1965/006764/06)
Share code: ZSA
ISIN: ZAE000094496
("Zurich South Africa" and "the Company")

REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING

At the fiftieth (50th) annual general meeting ("AGM") of the shareholders of the Company held yesterday,
27 May 2015 all the ordinary and special resolutions proposed at the meeting were approved by the
requisite majority of votes. In this regard, Zurich South Africa confirms the voting statistics from the AGM as
follows:


                                                            Shares voted disclosed       Shares abstained
                                                               as a percentage in         disclosed as a
Number of shares                                              relation to the total    percentage in relation
     voted              Total issued share capital            issued share capital       to the total issued                  
                                                                                            share capital
                                                                                          
      11 968 248                  12 179 500                        98.27%                      1.73%


                                                            Votes carried disclosed as a percentage in relation
                                                               to the total number of shares voted at the
         Resolutions                                                             meeting

                                                                      For                       Against

         Ordinary Resolutions
1.       Approval of Annual Financial Statements                     100%                         0%
2.       Appointment of Members retiring by rotation                                              0%
                                                                     100%
         or appointed since the last AGM
2.1      DD Mokgatle                                                 100%                         0%
2.2      MN Mbekeni                                                  100%                         0%
2.3      Y van Dyk                                                   100%                         0%
2.4      CN Molepe                                                   100%                         0%
3.       Appointment of the Audit Committee members
3.1      S Morris                                                    100%                         0%
3.2      DD Mokgatle                                                 100%                         0%
3.3      M Mbekeni                                                   100%                         0%
3.4      JM Vice                                                     100%                         0%
4.       Appointment of the Social, Ethics and
         Transformation Committee members
4.1      MN Mbekeni                                                  100%                         0%
4.2      JM Vice                                                     100%                         0%
4.3      JE O’Neill                                                  100%                         0%
4.4      Y van Dyk                                                   100%                         0%
4.5      C Molepe                                                    100%                         0%
5.       Appointment of the Company’s Auditors                       100%                         0%
6.       Place unissued shares under the control of the
                                                                     88.5%                      11.5%
         Directors
7.       Non binding vote: Remuneration policy                       88.5%                      11.5%
8.       Issue unissued shares for cash                              88.5%                      11.5%
9.       Authority to sign all documents required                    100%                          0%
       
         Special Resolutions
1.       Non Executive Director fees                                  100%                         0%
2.       Authority to repurchase shares                               100%                         0%


*Total issued share capital is 12 179 500 shares.

The special resolution/s will, where necessary, be lodged for registration with the Companies and
Intellectual Property Commission in due course.

Johannesburg
28 May 2015

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

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