Report on proceedings at the annual general meeting Alexander Forbes Group Holdings (Incorporated in the Republic of South Africa) (Registration number 2006/025226/06) Share code: AFH ISIN: ZAE000191516 ("the Company” or “group”) REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING Shareholders are advised that at the thirteenth (13th) annual general meeting (“AGM”) of the Company’s shareholders held today, 5 September 2019, all the ordinary and special resolutions proposed at the meeting were approved by the requisite majority of votes. In this regard, the Company confirms the voting statistics from the AGM as follows: Resolutions Votes cast disclosed Number of Shares voted Shares as a percentage in shares voted disclosed as abstained relation to the total a percentage disclosed as number of shares in relation to a percentage voted at the meeting the total in relation to For Against issued share the total capital issued share capital Ordinary resolution 1.1: Election of 99.93% 0.07% 1 185 848 801 92.08% 0.02% Mr BP Bydawell as a director Ordinary resolution 1.2: Election of 99.84% 0.16% 1 185 848 801 92.08% 0.02% Mr DJ de Villiers as a director Ordinary resolution 1.3: Election of 99.93% 0.07% 1 185 848 801 92.08% 0.02% Mr T Dloti as a director Ordinary resolution 1.4: Re-election 99.82% 0.18% 1 185 848 801 92.08% 0.02% of Mr DJ Anderson as a director Ordinary resolution 1.5: Re-election 99.81% 0.19% 1 185 848 801 92.08% 0.02% of Mr WS O’Regan as a director Ordinary resolution 1.6: Re-election 96.85% 3.15% 1 185 848 801 92.08% 0.02% of Ms BJ Memela-Khambula as a director Ordinary resolution 2.1: Election of 78.77% 21.23% 1 185 848 801 92.08% 0.02% Mr MD Collier as a member of the group audit and risk committee Ordinary resolution 2.2: Election of 99.93% 0.07% 1 185 848 801 92.08% 0.02% Mr RM Head as a member of the group audit and risk committee Ordinary resolution 2.3: Election of 98.99% 1.01% 1 185 848 801 92.08% 0.02% Mr NG Payne as a member of the group audit and risk committee Ordinary resolution 2.4: Election of 99.54% 0.46% 1 185 848 801 92.08% 0.02% Ms M Ramplin as a member of the group audit and risk committee Ordinary resolution 3.1: Election of 99.85% 0.15% 1 185 848 801 92.08% 0.02% Mr DJ Anderson as a member of the group social, ethics and transformation committee Ordinary resolution 3.2: Election of 99.82% 0.18% 1 185 848 801 92.08% 0.02% Mr DJ de Villiers as a member of the group social, ethics and transformation committee Ordinary resolution 3.3: Election of 99.93% 0.07% 1 185 848 801 92.08% 0.02% Mr T Dloti as a member of the group social, ethics and transformation committee Ordinary resolution 3.4: Election of 96.85% 3.15% 1 185 848 801 92.08% 0.02% Ms BJ Memela-Khambula as a member of the group social, ethics and transformation committee Ordinary resolution 3.5: Election of 99.62% 0.38% 1 185 848 801 92.08% 0.02% Ms NB Radebe as a member of the group social, ethics and transformation committee Ordinary resolution 4: Re- 92.40% 7.60% 1 185 848 801 92.08% 0.02% appointment of PricewaterhouseCoopers Incorporated as independent external auditors Ordinary resolution 5.1: Approve, 99.12% 0.88% 1 185 848 801 92.08% 0.02% through an advisory vote, the Company’s remuneration policy Ordinary resolution 5.2: Approve, 99.69% 0.31% 1 185 848 801 92.08% 0.02% through an advisory vote, the Company’s implementation report Ordinary resolution 6: Authorise 99.74% 0.26% 1 185 848 801 92.08% 0.02% directors and/or executive: governance, legal and compliance to implement the resolutions set out in the notice convening the annual general meeting Special Resolution 1.1: Approve 98.57% 1.43% 1 185 848 801 92.08% 0.02% non-executive directors’ fees for the period 1 October 2019 to the next annual general meeting Special Resolution 2: Authorise 100.00% 0.00% 1 185 841 691 92.08% 0.02% financial assistance for subscription of securities Special Resolution 3: Authorise 100.00% 0.00% 1 185 841 691 92.08% 0.02% financial assistance for related and inter-related companies Special Resolution 4: Authorise the 99.34% 0.66% 1 185 848 809 92.08% 0.02% directors to repurchase Company shares in terms of a general authority Total issued share capital is 1 287 858 154. The special resolutions will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course. Carina Wessels Executive: Governance, Legal & Compliance 5 September 2019 Sandton Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 05/09/2019 04:37:00 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.