Notice of annual general meeting of Investec plc

(Incorporated in England and Wales) (Registration number 3633621) Share code: INVP ISIN: GB00B17BBQ50 plc

This document is important and requires your immediate attention. If you are in any doubt as to the action you should take, you are recommended to obtain your own personal fi nancial advice immediately from your stockbroker, bank manager, accountant or other independent professional adviser authorised under Part VI of the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all your ordinary shares in Investec plc, please send this document together with the accompanying Form of Proxy at once to the relevant transferee or to the stockbroker, bank or other person through whom the sale or transfer was effected, for transmission to the relevant transferee.

Notice is hereby given that the annual general meeting of Investec plc will be held at 11:00 (UK time) on Thursday, 04 August 2011, at the registered offi ce of Investec plc at 2 Gresham Street, London, EC2V 7QP, to transact the following business:

Common business: Investec plc and Investec Limited

To consider and if deemed fi t, to pass, with or without modifi cation, the following ordinary resolutions of Investec plc and Investec Limited:

1. To re-elect Samuel Ellis Abrahams as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
1. To re-elect George Francis Onslow Alford as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
1. To re-elect Glynn Robert Burger as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
1. To re-elect Cheryl Ann Carolus as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
1. To re-elect Peregrine Kenneth Oughton Crosthwaite as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
1. To re-elect Bradley Fried as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
1. To re-elect Haruko Fukuda, OBE as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
1. To re-elect Hugh Sidney Herman as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
1. To re-elect Bernard Kantor as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
1. To re-elect Ian Robert Kantor as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
1. To re-elect Stephen Koseff as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
1. To re-elect Mangalani Peter Malungani as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
1. To re-elect Sir David Prosser as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
1. To re-elect Peter Richard Suter Thomas as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
1. To re-elect Fani Titi as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited..
1. To re-elect Hendrik Jacobus du Toit, whose appointment as a director terminates at the end of the annual general meetings of Investec plc and Investec Limited convened for 04 August 2011, as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
1. To re-elect Olivia Catherine Dickson, whose appointment as a director terminates at the end of the annual general meetings of Investec plc and Investec Limited convened for 04 August 2011, as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.

For brief biographical details of the directors to be re-elected, please refer to pages 282 to 284 of the annual report of Investec plc/Investec Limited.

In accordance with corporate governance best practice, the boards of both Investec plc and Investec Limited have resolved to adopt the provisions of the UK Corporate Governance Code relating to the annual re-election of all directors.

1. To approve the Dual Listed Companies (DLC) remuneration report for the year ended 31 March 2011. This resolution is a non-binding advisory vote. Please refer to pages 253 to 274 of the annual report of Investec plc/Investec Limited.
1. To approve the Dual Listed Companies (DLC) audit committee report for the year ended 31 March 2011.This resolution is a non-binding advisory vote. Please refer to pages 248 to 250 of the annual report of Investec plc/Investec Limited.
1. Directors' authority to take action in respect of the resolutions Resolved that:
any director or the company secretaries of Investec plc and Investec Limited, be and they are hereby authorised to do all things and sign all documents which may be necessary to carry into effect the resolutions contained in this notice to the extent the same have been passed and, where applicable, registered.

Ordinary business: Investec Limited

To consider and if deemed fi t, to pass, with or without modifi cation, the following ordinary resolutions of Investec Limited:

1. To receive and adopt the audited fi nancial statements of Investec Limited for the year ended 31 March 2011, together with the reports of the directors of Investec Limited and of the auditors of Investec Limited.
1. To sanction the interim dividend paid by Investec Limited on the ordinary shares in Investec Limited for the 6 (six) month period ended 30 September 2010.
1. To sanction the interim dividend paid by Investec Limited on the dividend access (South African Resident) redeemable preference share ("SA DAS share") for the 6 (six) month period ended 30 September 2010.
1. Subject to the passing of resolution no. 37 to declare a fi nal dividend on the ordinary shares and the dividend access (South African Resident) redeemable preference share ("SA DAS share") in Investec Limited for the year ended 31 March 2011 of an amount equal to that recommended by the directors of Investec Limited.
1. To re-appoint Ernst & Young Inc. of Ernst & Young House, Wanderers Offi ce Park, 52 Corlett Drive, Illovo, 2196 South Africa (Private Bag X14, Northlands, 2116 South Africa) as joint auditors and Farouk Mohideen, as the registered auditor responsible for the audit, of Investec Limited to hold offi ce until the conclusion of the annual general meeting of Investec Limited to be held in 2012 and to authorise the directors of Investec Limited to fi x their remuneration.
1. To re-appoint KPMG Inc. of 85 Empire Road, Parktown, 2193 South Africa (Private Bag 9, Parkview, 2122 South Africa) as joint auditors and Gavin Leslie de Lange, as the registered auditor responsible for the audit, of Investec Limited to hold offi ce until the conclusion of the annual general meeting of Investec Limited to be held in 2012 and to authorise the directors of Investec Limited to fi x their remuneration.

Special business: Investec Limited

To consider and if deemed fi t, to pass, with or without modifi cation, the following ordinary and special resolutions of Investec Limited:

1. Ordinary resolution: Investec Limited: Placing 5% of the unissued ordinary shares under the control of the directors Resolved that:
with reference to the authority granted to directors in terms of Article 12 of the Memorandum of Incorporation of Investec Limited, a total of 8 858 166 (eight million eight hundred and fi fty eight thousand one hundred and sixty six) ordinary shares of R0.0002 each being 5% (fi ve per cent) of the unissued ordinary shares in the authorised share capital of Investec Limited be and are hereby placed under the control of the directors of Investec Limited as a general authority in terms of the South African Companies Act, No. 71 of 2008, as amended, (the "SA Act"), if any, who are authorised to allot and issue the same at their discretion until the next annual general meeting of Investec Limited to be held in 2012, subject to the provisions of the SA Act, the South African Banks Act, No. 94 of 1990, as amended, and the listings requirements of the JSE Limited.
1. Ordinary resolution: Investec Limited: Placing 5% of the unissued class "A" variable rate compulsorily convertible non-cumulative preference shares under the control of the directors

Resolved that:

with reference to the authority granted to directors in terms of Article 12 of the Memorandum of Incorporation of Investec Limited, a total of 2 000 000 (two million) class "A" variable rate compulsorily convertible non-cumulative preference shares of R0.0002 each ("class "A" preference shares"), being 5% (fi ve per cent) of the unissued class "A" preference shares in the authorised share capital of Investec Limited, be and are hereby placed under the control of the directors of Investec Limited as a general authority in terms of the South African Companies Act, No. 71 of 2008, as amended, (the "SA Act") , if any, who are authorised to allot and issue the same at their discretion until the next annual general meeting of Investec Limited to be held in 2012, subject to the provisions of the SA Act, the South African Banks Act, No. 94 of 1990, as amended, and the listings requirements of the JSE Limited.
1. Ordinary resolution: Investec Limited: Placing the remaining unissued shares, being the variable rate cumulative redeemable preference shares, the non-redeemable, non-cumulative, non-participating preference shares and the special convertible redeemable preference shares under the control of the directors Resolved that:
with reference to the authority granted to directors in terms of Article 12 of the Memorandum of Incorporation of Investec Limited, all the unissued shares in the authorised share capital of Investec Limited, excluding the ordinary shares and the class "A" variable rate compulsorily convertible non-cumulative preference shares, be and are hereby placed under the control of the directors of Investec Limited as a general authority in terms of the South African Companies Act, No. 71 of 2008, as amended, (the "SA Act"), if any, who are authorised to allot and issue the same at their discretion until the next annual general meeting of Investec Limited to be held in 2012, subject to the provisions of the SA Act, the South African Banks Act, No. 94 of 1990, as amended, and the listings requirements of the JSE Limited.

These preference shares, if issued, are non-dilutive to ordinary shareholders.

Ordinary resolution with a 75% majority: Investec Limited: Directors' authority to allot and issue ordinary shares for cash in respect of 5% of the unissued ordinary shares

Resolved that:

subject to the passing of resolution no. 27, the listings requirements of the JSE Limited (the "JSE listings requirements"), the South African Banks Act, No. 94 of 1990, as amended, and the South African Companies Act, No. 71 of 2008, as amended, if any, the directors of Investec Limited be and they are hereby authorised to allot and issue 8 858 166 (eight million eight hundred and fi fty eight thousand one hundred and sixty six) ordinary shares of R0.0002 each for cash as and when suitable situations arise, subject to the following specifi c limitations as required by the JSE listings requirements:
(i) this authority shall not extend beyond the later of the date of the next annual general meeting of Investec Limited to be held in 2012 or the date of the expiry of 15 (fi fteen) months from the date of the annual general meeting of Investec Limited convened for 04 August 2011, whichever period is shorter
(ii) a paid press announcement giving full details including the impact on net asset value and earnings per ordinary share, will be published at the time of an issue representing, on a cumulative basis within 1 (one) fi nancial year, 5% (fi ve per cent) or more of the number of ordinary shares in issue prior to such issue
(iii) the issue in the aggregate in any 1 (one) fi nancial year will not exceed 15% (fi fteen per cent) of the number of ordinary shares in issue, including instruments which are compulsorily convertible
(iv) in determining the price at which an allotment and issue of ordinary shares may be made in terms of this authority, the maximum discount permitted will be 10% (ten per cent) of the weighted average traded price of the ordinary shares in question as determined over the 30 (thirty) days prior to the date that the price of the issue is determined or agreed by the directors of Investec Limited and

(v) the ordinary shares must be issued to public shareholders, as defi ned in the JSE listings requirements, and not to related parties.

The directors are seeking an authority to allot up to 5% (fi ve per cent) of the number of unissued ordinary shares for cash which represents 3.25% (three point two fi ve per cent) of the number of issued ordinary shares which is signifi cantly lower than the 15% (fi fteen per cent) permitted in terms of the JSE listings requirements.

If resolution no. 30 and special resolution no. 4 are both passed and, subject to the limits specifi ed in those respective resolutions, the directors will have authority to allot up to 5% (fi ve per cent) of the total issued ordinary share capital of Investec plc and up to 5% (fi ve per cent) of the total unissued ordinary share capital of Investec Limited for cash other than by way of rights issue. This complies with the limits set out in the relevant Association of British Insurers guidelines.

In terms of the JSE listings requirements, in order for resolution no. 30 to be given effect, a 75% (seventy fi ve per cent) majority of the votes of all shareholders present or represented by proxy at the annual general meeting of Investec plc and Investec Limited must be cast in favour of resolution no. 30.

1. Ordinary resolution with a 75% majority: Investec Limited: Directors' authority to allot and issue class "A" variable rate compulsorily convertible non-cumulative preference shares for cash in respect of 5% of the unissued class "A" variable rate compulsorily convertible non-cumulative preference shares
Resolved that:
subject to the passing of resolution no. 28, the listings requirements of the JSE Limited (the "JSE listing requirements"), the South African Banks Act, No. 94 of 1990, as amended, and the South African Companies Act, No. 71 of 2008, as amended, the directors of Investec Limited be and they are hereby authorised to allot and issue 2 000 000 (two million) class "A" variable rate compulsorily convertible non-cumulative preference shares of R0.0002 each ("class "A" preference shares") being 5% (fi ve per cent) of the unissued class "A" preference shares in the authorised share capital of Investec Limited for cash as and when suitable situations arise, subject to the following specifi c limitations as required by the JSE listings requirements:
(i) this authority shall not extend beyond the later of the date of the next annual general meeting of Investec Limited to be held in 2012 or the date of the expiry of 15 (fi fteen) months from the date of the annual general meeting of Investec Limited convened for 04 August 2011, whichever period is shorter
(ii) a paid press announcement giving full details including the impact on net asset value and earnings per class "A" preference share, will be published at the time of an issue representing, on a cumulative basis within 1 (one) fi nancial year, 5% (fi ve per cent) or more of the number of class "A" preference shares in issue prior to such issue
(iii) the issue in the aggregate in any 1 (one) fi nancial year will not exceed 15% (fi fteen per cent) of the number of class "A" preference shares in issue
(iv) in determining the price at which an allotment and issue of class "A" preference shares may be made in terms of this authority, the maximum discount permitted will be 10% (ten per cent) of the weighted average traded price of the class "A" preference shares in question as determined over the 30 (thirty) days prior to the date that the price of the issue is determined or agreed by the directors of Investec Limited and
(v) the class "A" preference shares must be issued to public shareholders, as defi ned in the JSE listings requirements, and not to related parties.

If resolution no. 31 is passed, the directors will have authority to allot up to 2 000 000 (two million) class "A" preference shares for cash other than by way of rights issue in respect of Investec Limited, being equivalent to 5% (fi ve per cent) of the unissued class "A" preference shares.

In terms of the JSE listings requirements, in order for resolution no. 31 to be given effect, a 75% (seventy fi ve per cent) majority of the votes of all shareholders present or represented by proxy at the annual general meeting of Investec plc and Investec Limited must be cast in favour of resolution no. 31.

32. Special resolution no. 1: Investec Limited: Directors' authority to acquire ordinary shares and perpetual preference shares Resolved that:

• in terms of Article 9 of the Memorandum of Incorporation of Investec Limited and with effect from 04 August 2011, Investec Limited hereby approves, as a general approval provided for in the South African Companies Act, No. 71 of 2008, as amended, (the "SA Act"), the acquisition by Investec Limited or any of its subsidiaries from time to time of the issued ordinary shares and nonredeemable, non-cumulative, non-participating preference shares ("perpetual preference shares") of Investec Limited, upon such terms and conditions and in such amounts as the directors of Investec Limited or its subsidiaries may from time to time decide, but subject to the provisions of the South African Banks Act, No. 94 of 1990, as amended, the SA Act and the listings requirements of the JSE Limited (the "JSE" and the "JSE listings requirements"), being, inter alia, that:

(i) any such acquisition of ordinary shares or perpetual preference shares shall be effected through the order book operated by the JSE trading system and done without any prior understanding or arrangement
(ii) this general authority shall be valid until Investec Limited's next annual general meeting to be held in 2012, or the date of expiry of 15 (fi fteen) months from the date of passing of this special resolution no.1 whichever is the shorter period.
(iii) an announcement containing full details of such acquisitions will be published as soon as Investec Limited or any of its subsidiaries has acquired ordinary shares or perpetual preference shares constituting, on a cumulative basis, 3% (three per cent) of the number of ordinary shares or perpetual preference shares in issue, as the case may be, prior to the acquisition pursuant to which the aforesaid 3% (three per cent) threshold is reached and for each 3% (three per cent) in aggregate acquired thereafter
(iv) acquisitions of shares in aggregate in any 1 (one) fi nancial year may not exceed 20% (twenty per cent) of Investec Limited's issued ordinary share capital or Investec Limited's issued perpetual preference share capital as at the date of passing of this special resolution no. 1
(v) in determining the price at which ordinary shares or perpetual preference shares issued by Investec Limited are acquired by it or any of its subsidiaries in terms of this general authority, the maximum premium at which such ordinary shares or perpetual preference shares, as the case may be, may be acquired will be 10% (ten per cent) of the weighted average of the market value at which such ordinary shares or perpetual preference shares, as the case may be, are traded on the JSE as determined over the 5 (fi ve) business days immediately preceding the date of acquisition of such ordinary shares or perpetual preference shares, as the case may be, by Investec Limited or any of its subsidiaries
(vi) at any point in time, Investec Limited may only appoint 1 (one) agent to effect any acquisition on Investec Limited's behalf and
(vii) Investec Limited and/or its subsidiaries not acquiring any shares during a prohibited period as defi ned by the JSE listings requirements unless there is in place a repurchase programme where dates and quantities of shares to be traded during the prohibited period are fi xed and full details of the programme have been disclosed in an announcement over SENS prior to the commencement of the prohibited period.

The reason for and effect of special resolution no. 1 is to grant a renewable general authority to Investec Limited, or a subsidiary of Investec Limited, to acquire ordinary shares and perpetual preference shares of Investec Limited which are in issue from time to time in terms of the SA Act and the JSE listings requirements.

The directors of Investec Limited have no present intention of making any acquisition but believe that Investec Limited should retain the fl exibility to take action if future acquisitions are considered desirable and in the best interests of shareholders. The directors of Investec Limited are of the opinion that, after considering the effect of such acquisition of ordinary shares and perpetual preference shares, if implemented and on the assumption that the maximum of 20% (twenty per cent) of the current issued ordinary share capital or perpetual preference share capital of Investec Limited will be acquired, using the mechanism of the general authority at the maximum price at which the acquisition may take place (a 10% (ten per cent) premium above the weighted average of the market value for the securities for the 5 (fi ve) business days immediately preceding the date of the acquisition) and having regard to the price of the ordinary shares or perpetual preference shares of Investec Limited on the JSE at the last practical date prior to the date of the notice of annual general meeting of Investec Limited convened for 04 August 2011 that:

Investec Limited and its subsidiaries will be able, in the ordinary course of business, to pay its debt for a period of 12 (twelve) months after the date of the notice of annual general meeting of Investec Limited convened for 04 August 2011
the consolidated assets of Investec Limited and its subsidiaries, fairly valued in accordance with General Accepted Accounting Practice, will be in excess of the consolidated liabilities of Investec Limited and its subsidiaries for a period of 12 (twelve) months after the date of the notice of annual general meeting of Investec Limited convened for 04 August 2011
Investec Limited and its subsidiaries will have adequate capital and reserves for ordinary business purposes for a period of 12 (twelve) months after the date of the notice of annual general meeting of Investec Limited convened for 04 August 2011 and
the working capital of Investec Limited and its subsidiaries will be adequate for ordinary business purposes for a period of 12 (twelve) months after the date of the notice of annual general meeting of Investec Limited convened for 04 August 2011.

Litigation statement

In terms of section 11.26 of the JSE listings requirements, the directors, whose names appear on pages 282 to 284 of the 2011 annual report, are not aware of any legal or arbitration proceedings that are pending or threatened, that may have or have had in the recent past, being at least the previous 12 (twelve) months, a material effect on Investec Limited and its subsidiaries' fi nancial position, other than disclosed in the notes to the fi nancial statements.

Directors' responsibility statement

The directors, whose names appear on pages 282 to 284 of the 2011 annual report, collectively and individually accept full responsibility for the accuracy of the information pertaining to this special resolution no. 1 and certify that, to the best of their knowledge and belief, there are no facts that have been omitted which would make any statement false or misleading and that all reasonable enquiries to ascertain such facts have been made and that the special resolution contains all information.

Material changes

Other than the facts and developments reported on in the 2011 annual report, there have been no material changes in the affairs or fi nancial position of Investec Limited and its subsidiaries since the date of signature of the audit report and up to the date of the notice of annual general meeting of Investec Limited.

The following additional information, some of which may appear elsewhere in the 2011 Annual Report, is provided in terms of the JSE listings requirements for purposes of the general authority:

Directors and management annual report pages 282 to 284
Major benefi cial shareholders annual report page 279
Directors' interests in ordinary shares annual report page 271
Share capital of Investec Limited annual report pages 375 and 376.

33. Special resolution no. 2: Investec Limited: Financial assistance Resolved that:

to the extent required by the South African Companies Act No. 71 of, 2008, as amended (the "SA Act"), the board of directors of Investec Limited may, subject to compliance with the requirements of Investec Limited's Memorandum of Incorporation, if any, the SA Act and the listings requirements of the JSE Limited, each as presently constituted and as amended from time to time, authorise Investec Limited to provide direct or indirect fi nancial assistance by way of loan, guarantee, the provision of security or otherwise, to:
(i) any of its present or future subsidiaries and/or any other company or entity that is or becomes related or inter-related to Investec Limited, for any purpose or in connection with any matter, including, but not limited to, the subscription of any option, or any securities issued or to be issued by Investec Limited or a related or inter-related company, or for the purchase of any securities of Investec Limited or a related or inter-related company; and/or
(ii) any of its present or future directors or prescribed offi cers (or any person related to any of them or to any company or corporation related or inter-related to any of them), or to any other person who is a participant in any of Investec Limited's share or other employee incentive schemes, for the purpose of, or in connection with, the subscription of any option, or any securities, issued or to be issued by Investec Limited or a related or inter-related company, or for the purchase of any securities of Investec Limited or a related or inter-related company, where such fi nancial assistance is provided in terms of any such scheme that does not satisfy the requirements of section 97 of the SA Act, such authority to endure until the forthcoming annual general meeting of Investec Limited to be held in 2012.

The reason for and effect of this special resolution no. 2 is to enable Investec Limited to comply with the provisions of sections 44 and 45 of the SA Act.

Notwithstanding the title of section 45 of the SA Act, being "Loans or other fi nancial assistance to directors", on a proper interpretation, the body of the section may also apply to fi nancial assistance provided by a company to related or inter-related companies and entities, including inter alia, its subsidiaries, for any purpose.

Furthermore, section 44 of the SA Act may also apply to the fi nancial assistance so provided by a company to related or inter-related companies, in the event that the fi nancial assistance is provided for the purpose of, or in connection with, the subscription of any option, or any securities, issued or to be issued by the company or a related or inter-related company, to or for the purchase of any securities of the company or a related or inter-related company.

Both sections 44 and 45 of the SA Act provide, inter alia, that the particular fi nancial assistance must be provided only pursuant to a special resolution of the shareholders, adopted within the previous two years, which approved such assistance either for the specifi c recipient, or generally for a category of potential recipients, and the specifi c recipient falls within that category and the board of directors must be satisfi ed that:

(i) immediately after providing the fi nancial assistance, the company would satisfy the solvency and liquidity test; and
(ii) the terms under which the fi nancial assistance is proposed to be given are fair and reasonable to the company.

34. Special resolution no. 3: Directors' remuneration

Resolved that:

in terms of section 66(9) of the South African Companies Act No. 71 of, 2008, as amended (the "SA Act"), payment of the remuneration for the directors of Investec Limited be approved as follows:
(i) for the period 1 April 2011 to 31 March 2012: as set out on page 264 of the 2011 annual report
(ii) thereafter but only until the expiry of a period of 24 (twenty four) months from the date of the passing of this special resolution no. 3 has expired (or until amended by a special resolution of shareholders prior to the expiry of such period), on the same basis as above, escalated as determined by the board of Investec Limited, up to a maximum of 5% (fi ve per cent) per annum per amount set out as aforesaid.

The reason for and effect of this special resolution no. 3 is to enable Investec Limited to comply with the provisions of sections 65(11)(h), 66(8) and 66(9) of the SA Act, which stipulate that remuneration to directors for their service as directors may be paid only in accordance with a special resolution approved by the shareholders within the previous two years.

For more information on the directors' remuneration, please refer to pages 253 to 274 of the 2011 annual report of Investec plc/Investec Limited.

Ordinary business: Investec plc

To consider and, if deemed fi t, to pass, with or without modifi cation, the following ordinary resolutions of Investec plc:

1. To receive and adopt the audited fi nancial statements of Investec plc for the year ended 31 March 2011, together with the reports of the directors of Investec plc and of the auditors of Investec plc.
1. To sanction the interim dividend paid by Investec plc on the ordinary shares in Investec plc for the 6 (six) month period ended 30 September 2010.
1. Subject to the passing of resolution no. 24 to declare a fi nal dividend on the ordinary shares in Investec plc for the year ended 31 March 2011 of an amount equal to that recommended by the directors of Investec plc.
1. To re-appoint Ernst & Young LLP of 1 More London Place, London, SE1 2AF, as auditors of Investec plc to hold offi ce until the conclusion of the annual general meeting of Investec plc to be held in 2012 and to authorise the directors of Investec plc to fi x their remuneration.

Special business: Investec plc

To consider and, if deemed fi t, to pass, with or without modifi cation, the following ordinary and special resolutions of Investec plc:

1. Ordinary resolution: Investec plc: Directors' authority to allot shares and other securities Resolved that:
the authority conferred on the directors of Investec plc by paragraph 12.2 of Article 12 of Investec plc's Articles of Association be renewed for the period ending on the date of the annual general meeting of Investec plc to be held in 2012 or, if earlier, 15 (fi fteen) months after the passing of this ordinary resolution and for such period the section 551 Amount shall be the aggregate of:
(i) £35 812 in respect of Investec plc ordinary shares of £0.0002 each ("ordinary shares")
(ii) £35 433 in respect of Investec plc special converting shares of £0.0002 each ("special converting shares") and
(iii) £1 000 000 in respect of Investec plc non-redeemable, non-cumulative, non-participating preference shares of £0.01 each ("preference shares").

The Articles of Association of Investec plc permit the directors of Investec plc to allot shares and other securities in accordance with section 551 of the Companies Act 2006, up to an amount authorised by the shareholders in general meeting. The authority conferred on the directors at Investec plc's annual general meeting held on 12 August 2010 expires on the date of the forthcoming annual general meeting of Investec plc convened for 04 August 2011 and the directors of Investec plc recommend that this authority be renewed.

Resolution no. 39 will, if passed, authorise the directors of Investec plc to allot Investec plc shares up to a maximum nominal amount of £1 071 245 (one million seventy one thousand two hundred and forty fi ve Pounds Sterling) as set out in the table below:

	Number	Relative part of Section 551
	of shares	Amount	Total
Ordinary shares1	179 059 196	£35 812	–
Special converting shares2	177 163 332	£35 433	£1 071 2454
Preference shares3	100 000 000	£1 000 000	–

One third of the issued ordinary share capital in line with the authority normally sought by UK companies.
1. The special converting shares are required by the Dual Listed Companies structure and agreements to refl ect the number of ordinary shares issued by Investec Limited at any time and from time to time.
1. The issue of preference shares is non-dilutive to ordinary shareholders. Preference shares may be issued with such rights or subject to such restrictions as the directors may determine.
1. This amount is higher than the one third of issued ordinary share capital limit normally adopted by UK companies at their annual general meetings only due to the inclusion of the special converting shares and preference shares as noted in nos. 2 and 3 above, neither of which are dilutive to ordinary shareholders. While the authority to allot shares to the value shown is given in respect of all of the shares of Investec plc as required by the Companies Act 2006, the directors of Investec plc would ensure that the shares of each class listed in the above table allotted by them would not be in excess of the amount listed in the column entitled "relative part of section 551 amount" for each such class of shares.

As of 10 June 2011 (the latest practicable date prior to publication of this notice), Investec plc holds 0 (zero) treasury shares.

40. Special resolution no. 4: Investec plc: Directors' authority to allot ordinary shares for cash Resolved that:

• subject to the passing of resolution no. 39, the power conferred on the directors of Investec plc by paragraph 12.4 of Article 12 of Investec plc's Articles of Association be renewed for the period referred to in resolution no. 39 and for such period the section 571 amount shall be £5 372 (fi ve thousand three hundred and seventy two Pounds Sterling).

The purpose of special resolution no. 4 is to renew the authority of the directors of Investec plc to allot equity securities for cash otherwise than to shareholders in proportion to existing holdings. In the case of allotments other than rights issues, the authority is limited to equity securities up to an aggregate nominal value of £5 372 (fi ve thousand three hundred and seventy two Pounds Sterling) which represents approximately 5% (fi ve per cent) of the total issued ordinary share capital of Investec plc as at 10 June 2011 (being the last practicable date prior to publication of this notice). The authority will expire at the end of the next annual general meeting of Investec plc to be held in 2012 or, if earlier, 15 (fi fteen) months after the passing of this special resolution no. 4.

The directors also confi rm that pursuant to the Dual Listed Companies structure, the exercise of any such authority would be subject to the following specifi c limitations as required by the listings requirements of the JSE Limited (the "JSE listings requirements"):

(i) this authority shall not extend beyond the later of the date of the next annual general meeting of Investec plc or the date of the expiry of 15 (fi fteen) months from the date of the annual general meeting of Investec plc convened for 04 August 2011, whichever period is shorter
(ii) a paid press announcement giving full details including the impact on net asset value and earnings per ordinary share, will be published at the time of an issue representing, on a cumulative basis within 1 (one) fi nancial year, 5% (fi ve per cent) or more of the number of ordinary shares in issue prior to such issue
(iii) the issue in the aggregate in any 1 (one) fi nancial year will not exceed 15% (fi fteen per cent) of the number of ordinary shares in issue, including instruments which are compulsorily convertible
(iv) in determining the price at which an allotment and issue of ordinary shares may be made in terms of this authority, the maximum discount permitted will be 10% (ten per cent) of the weighted average traded price of the ordinary shares in question as determined over the 30 (thirty) days prior to the date that the price of the issue is determined or agreed by the directors of Investec plc and
(v) the equity securities/shares must be issued to public shareholders and not to related parties.

In order for special resolution no. 4 to be given effect, a 75% (seventy fi ve per cent) majority of the votes of all shareholders present or represented by proxy at the annual general meeting of Investec plc and Investec Limited must be cast in favour of special resolution no. 4.

41. Special resolution no. 5: Investec plc: Directors' authority to purchase ordinary shares

Resolved that:

Investec plc be and is hereby unconditionally and generally authorised for the purpose of section 701 of the Companies Act 2006 to make market purchases (as defi ned in section 693 of the Companies Act 2006) of ordinary shares in the capital of Investec plc provided that:
(i) the maximum aggregate number of ordinary shares which may be purchased is 53 717 759 (fi fty three million seven hundred and seventeen thousand seven hundred and fi fty nine) ordinary shares of £0.0002 each
(ii) the minimum price which may be paid for each ordinary share is its nominal value of such share at the time of purchase
(iii) the maximum price which may be paid for any ordinary share is an amount equal to 105% (one hundred and fi ve per cent) of the average of the middle market quotations of the ordinary shares of Investec plc as derived from the London Stock Exchange Daily Offi cial List for the 5 (fi ve) business days immediately preceding the day on which such share is contracted to be purchased and
(iv) this authority shall expire at the conclusion of the annual general meeting of Investec plc to be held in 2012, or if earlier, 15 (fi fteen) months from the date on which this resolution is passed (except in relation to the purchase of ordinary shares, the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry) unless such authority is renewed prior to that time.

The directors of Investec plc consider it may, in certain circumstances, be in the best interests of shareholders generally for Investec plc to purchase its own ordinary shares. Accordingly, the purpose and effect of special resolution no. 5 is to grant a general authority, subject to the specifi ed limits, to Investec plc to acquire ordinary shares of Investec plc.

As of 10 June 2011 (the latest practicable date prior to publication of this notice), there were options outstanding over 53 385 519 (fi fty three million three hundred and eighty fi ve thousand fi ve hundred and nineteen) ordinary shares, representing 9.9% (nine point nine per cent) of Investec plc's issued ordinary share capital at that date. If the authority to buy back shares under this special resolution no. 5 was exercised in full, the total number of options to subscribe for ordinary shares would represent 11% (eleven per cent) of Investec plc's issued ordinary share capital.

The Companies Act 2006 permits Investec plc to purchase its own ordinary shares to be held in treasury, with a view to possible resale at a future date.

The directors of Investec plc have no present intention of making any purchases, but believe that Investec plc should retain the fl exibility to take further action if future purchases were considered desirable and in the best interest of shareholders. If Investec plc were to purchase shares under the Companies Act 2006 they will be cancelled or, to the extent determined by the directors of Investec plc, held in treasury. The authority will be exercised only if the directors of Investec plc believe that to do so would result in an increase of earnings per ordinary share and would be in the interests of shareholders generally or, in the case of the creation of treasury shares, that to do so would be in the best interests of shareholders generally.

In order for special resolution no. 5 to be given effect, a 75% (seventy fi ve per cent) majority of the votes of all shareholders present or represented by proxy at the annual general meeting of Investec plc and Investec Limited must be cast in favour of special resolution no. 5.

42. Special resolution no. 6: Investec plc: Directors' authority to purchase preference shares Resolved that:

Investec plc be and is hereby unconditionally and generally authorised for the purpose of section 701 of the Companies Act 2006 to make market purchases (as defi ned in section 693 of the Companies Act 2006) of preference shares in the capital of Investec plc provided that:
(i) the maximum aggregate number of preference shares which may be purchased is 1 508 115 (one million fi ve hundred and eight thousand one hundred and fi fteen)
(ii) the minimum price which may be paid for each preference share is its nominal value of such share at the time of purchase
(iii) the maximum price which may be paid for any preference share is an amount equal to 105% (one hundred and fi ve per cent) of the average of the middle market quotations of the preference shares of Investec plc as derived from the London Stock Exchange Daily Offi cial List for the 5 (fi ve) business days immediately preceding the day on which such share is contracted to be purchased and
(iv) this authority shall expire at the conclusion of the annual general meeting of Investec plc to be held in 2012, or if earlier, 15 (fi fteen) months from the date on which this special resolution no. 6 is passed (except in relation to the purchase of preference shares, the

contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry) unless such authority is renewed prior to that time.

The directors of Investec plc consider it may, in certain circumstances, be in the best interests of shareholders generally for Investec plc to purchase its own preference shares. Accordingly, the purpose and effect of special resolution no. 6 is to grant a general authority, subject to the specifi ed limits, to Investec plc to acquire preference shares of Investec plc.

The Companies Act 2006 permits Investec plc to purchase its own preference shares to be held in treasury, with a view to possible resale at a future date.

The directors of Investec plc have no present intention of making any purchases, but believe that Investec plc should retain the fl exibility to take further action if future purchases were considered desirable and in the best interest of shareholders. If Investec plc were to purchase preference shares under the Companies Act 2006 they will be cancelled or, to the extent determined by the directors of Investec plc, held in treasury. The authority will be exercised only if the directors of Investec plc believe that to do so would be in the interests of shareholders generally or, in the case of the creation of treasury shares, that to do so would be in the best interests of shareholders generally.

In order for special resolution no. 6 to be given effect, a 75% (seventy fi ve per cent) majority of the votes of all shareholders present or represented by proxy at the annual general meeting of Investec plc and Investec Limited must be cast in favour of special resolution no. 6.

43. Ordinary resolution: Investec plc: Political donations

Resolved that:

in accordance with section 366 of the Companies Act 2006, Investec plc and any company which, at any time during the period for which this resolution has effect, is a subsidiary of Investec plc, be and are hereby authorised to:
(i) make donations to political organisations not exceeding £25 000 (twenty fi ve thousand Pounds Sterling) in total and
(ii) incur political expenditure not exceeding £75 000 (seventy fi ve thousand Pounds Sterling) in total.

In each case during the period commencing on the date of this resolution and ending on the date of the annual general meeting of Investec plc to be held in 2012, provided that the maximum amounts referred to in (i) and (ii) may consist of sums in any currency converted into Pounds Sterling at such rate as Investec plc may in its absolute discretion determine. For the purposes of this resolution, the terms "political donations", "political organisations" and "political expenditure" shall have the meanings given to them in sections 363 to 365 of the Companies Act 2006.

The reason for ordinary resolution no. 43 is that the Companies Act 2006 requires companies to obtain shareholder approval before they can make donations to EU political organisations or incur EU political expenditure. Investec plc does not give any money for political purposes in the UK nor does it make any donations to EU political organisations or incur EU political expenditure. However, the defi nitions of political donations and political expenditure used in the Companies Act 2006 are very wide. The authority is a precautionary measure to ensure that Investec plc does not inadvertently breach the relevant provisions of the Companies Act 2006.

The directors of Investec plc consider that the proposed resolutions in the notice of the annual general meeting are in the best interests of Investec plc and its shareholders and recommends that you vote in favour as the directors of Investec plc intend to do in respect of their own benefi cial holdings.

By order of the board

David Miller Company secretary

15 June 2011

Registered no: 3633621

Registered offi ce: 2 Gresham Street London EC2V 7QP

Notes:

1. All of the above resolutions are joint electorate actions under the Articles of Association of Investec plc and, accordingly, both the holders of ordinary shares in Investec plc and the holder of the special voting share in Investec plc are entitled to vote. Voting will be on a poll which will remain open for suffi cient time to allow the Investec Limited annual general meeting to be held and for the votes of the holder of the Investec plc special voting share to be ascertained and cast on a poll.
1. On the poll:
(a) each fully paid ordinary share in Investec plc (other than those subject to voting restrictions) will have 1 (one) vote
(b) the holder of the Investec plc special voting share will cast the same number of votes as were validly cast for and against the equivalent resolution by Investec Limited shareholders on the poll at the Investec Limited annual general meeting
(c) the holder of the Investec plc special voting share will be obliged to cast these votes for and against the relevant resolutions in accordance with the votes cast for and against the equivalent resolution by Investec Limited shareholders on the poll at the Investec Limited annual general meeting
(d) through this mechanism, the votes of the Investec Limited ordinary shareholders at the Investec Limited annual general meeting will be refl ected at Investec plc's annual general meeting in respect of each joint electorate action and
(e) the results of the joint electorate action will be announced after both polls have closed.
1. Subject to the provisions under section 319A of the Companies Act 2006, any member attending the meeting has the right to ask questions. A member who is entitled to attend and vote at the annual general meeting is entitled to appoint one or more persons as his or her proxy to exercise all or any of his or her rights to attend and to speak and vote at the meeting, provided that, if more than one proxy is appointed by a member, each proxy is appointed to exercise the rights attached to different shares held by that shareholder. A proxy need not be a member of Investec plc or Investec Limited.
1. A form of proxy is enclosed. The appointment of a proxy will not prevent a member from subsequently attending and voting at the meeting in person. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from Investec plc in accordance with section 146 of the Companies Act 2006 ("nominated persons"). Nominated persons may have a right under an agreement with the registered shareholder who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.
1. To be effective, the instrument appointing a proxy and any power of attorney or other authority under which it was executed (or a duly certifi ed copy of any such power or authority) must be returned so as to reach Investec plc's registrars, Computershare Investor Services plc, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, not less than 48 (forty eight) hours before the time for holding the meeting or adjourned meeting.
1. Any corporation which is a shareholder can appoint one or more representatives who exercise on its behalf all of its powers as a shareholder provided that they do not do so in relation to the same shares.
1. Pursuant to regulation 41 of the Uncertifi cated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the register of members of Investec plc at close of business on the day which is two days before the day of the meeting or if the meeting is adjourned, two days before the date fi xed for the adjourned meeting, as the case may be. Changes to entries on the register of members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
1. Copies of the non-executive directors' terms and conditions of appointment are available for inspection at Investec plc and Investec Limited's registered offi ces during business hours on any weekday (Saturdays, Sundays and any public holidays excluded) from the date of this notice until the close of Investec plc and Investec Limited's annual general meeting to be convened on 04 August 2011 and will also be available for inspection at the place of the meeting for 15 (fi fteen) minutes before and during the meeting.
1. As of 10 June 2011 (the latest practicable date prior to publication of this notice) Investec plc's issued capital consists of 537 177 588 (fi ve hundred and thirty seven million one hundred and seventy seven thousand fi ve hundred and eighty eight) ordinary shares of £0.0002 each. Investec plc holds 0 (zero) ordinary shares in treasury and therefore the total number of voting rights in Investec plc 537 177 588 (fi ve hundred and thirty seven million one hundred and seventy seven thousand fi ve hundred and eighty eight).
1. As of 10 June 2011 (the latest practicable date prior to publication of this notice) Investec Limited's issued capital consists of 272 836 668 (two hundred and seventy two million eight hundred and thirty six thousand six hundred and sixty eight) ordinary shares of R0.0002 each. Investec Limited holds 13 117 296 (thirteen million one hundred and seventeen thousand two hundred and ninety six) ordinary shares in treasury and therefore the total number of voting rights in Investec Limited is 259 719 372 (two hundred and fi fty nine million seven hundred and nineteen thousand three hundred and seventy two).
1. Investec plc has issued 1 (one) special voting share and Investec Limited has issued special convertible redeemable preference shares to facilitate joint voting by shareholders of Investec plc and Investec Limited on joint electorate actions. As of 10 June 2011 (the latest practicable date prior to publication of this notice) the combined total number of voting rights of Investec plc and Investec Limited is 796 896 962 (seven hundred and ninety six million eight hundred and ninety six thousand nine hundred and sixty two).
1. CREST members who wish to appoint a proxy or proxies to attend and vote at the Investec plc meeting through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
1. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST proxy instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifi cations, and must contain the information required for such instruction, as described in the CREST manual (available via www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by Computershare Investor Services plc (ID 3RA50) by 11am (UK time) on 02 August 2011. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which Computershare Investor Services plc is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
1. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this respect, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings.
1. Investec plc may treat as invalid a CREST proxy instruction in the circumstances set out in regulation 35(5)(a) of the Uncertifi cated Securities Regulations 2001.
1. Under section 527 of the Companies Act 2006 members meeting the threshold requirements set out in that section have the right to require Investec plc to publish on a website a statement setting out any matter relating to:
(i) the audit of Investec plc's fi nancial statements (including the auditor's report and the conduct of the audit) that are to be laid before the annual general meeting; or
(ii) any circumstance connected with an auditor of Investec plc ceasing to hold offi ce since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. Investec plc may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where Investec plc is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to its auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the annual general meeting includes any statement that Investec plc has been required under section 527 of the Companies Act 2006 to publish on a website.
1. A copy of this notice, and other information required by section 311A of the Companies Act 2006, can be found at www.investec.com.

Notice of annual general meeting of Investec Limited

(Registration number 1925/002833/06) Share code: INL ISIN: ZAE000081949

Notice is hereby given that the annual general meeting of Investec Limited will be held at 12:00 (South African time) on Thursday, 04 August 2011, at the registered offi ce of Investec Limited at 100 Grayston Drive, Sandown, Sandton, 2196, to transact the following business:

Common business: Investec plc and Investec Limited

To consider and if deemed fi t, to pass, with or without modifi cation, the following ordinary resolutions of Investec plc and Investec Limited:

1. To re-elect Samuel Ellis Abrahams as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
1. To re-elect George Francis Onslow Alford as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
1. To re-elect Glynn Robert Burger as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
1. To re-elect Cheryl Ann Carolus as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
1. To re-elect Peregrine Kenneth Oughton Crosthwaite as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
1. To re-elect Bradley Fried as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
1. To re-elect Haruko Fukuda, OBE as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
1. To re-elect Hugh Sidney Herman as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
1. To re-elect Bernard Kantor as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
1. To re-elect Ian Robert Kantor as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
1. To re-elect Stephen Koseff as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
1. To re-elect Mangalani Peter Malungani as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
1. To re-elect Sir David Prosser as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
1. To re-elect Peter Richard Suter Thomas as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
1. To re-elect Fani Titi as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
1. To re-elect Hendrik Jacobus du Toit, whose appointment as a director terminates at the end of the annual general meetings of Investec plc and Investec Limited convened for 04 August 2011, as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.
1. To re-elect Olivia Catherine Dickson, whose appointment as a director terminates at the end of the annual general meetings of Investec plc and Investec Limited convened for 04 August 2011, as a director of Investec plc and Investec Limited in accordance with the provisions of the Articles of Association of Investec plc and the Memorandum of Incorporation of Investec Limited.

For brief biographical details of the directors to be re-elected, please refer to pages 282 to 284 of the annual report of Investec plc/Investec Limited.

1. To approve the Dual Listed Companies (DLC) remuneration report for the year ended 31 March 2011. This resolution is a non-binding advisory vote. Please refer to pages 258 to 274 of the annual report of Investec plc/Investec Limited.
1. To approve the Dual Listed Companies (DLC) audit committee report for the year ended 31 March 2011. This resolution is a non-binding advisory vote. Please refer to pages 248 to 250 of the annual report of Investec plc/Investec Limited.
1. Directors' authority to take action in respect of the resolutions Resolved that:
any director or the company secretaries of Investec plc and Investec Limited, be and they are hereby authorised to do all things and sign all documents which may be necessary to carry into effect the resolutions contained in this notice to the extent the same have been passed and, where applicable, registered.

Ordinary business: Investec Limited

To consider and if deemed fi t, to pass, with or without modifi cation, the following ordinary resolutions of Investec Limited:

1. To receive and adopt the audited fi nancial statements of Investec Limited for the year ended 31 March 2011, together with the reports of the directors of Investec Limited and of the auditors of Investec Limited.
1. To sanction the interim dividend paid by Investec Limited on the ordinary shares in Investec Limited for the 6 (six) month period ended 30 September 2010.
1. To sanction the interim dividend paid by Investec Limited on the dividend access (South African Resident) redeemable preference share ("SA DAS share") for the 6 (six) month period ended 30 September 2010.
1. Subject to the passing of resolution no. 37 to declare a fi nal dividend on the ordinary shares and the dividend access (South African Resident) redeemable preference share ("SA DAS share") in Investec Limited for the year ended 31 March 2011 of an amount equal to that recommended by the directors of Investec Limited.
1. To re-appoint Ernst & Young Inc. of Ernst & Young House, Wanderers Offi ce Park, 52 Corlett Drive, Illovo, 2196 South Africa (Private Bag X14, Northlands, 2116 South Africa) as joint auditors and Farouk Mohideen, as the registered auditor responsible for the audit, of Investec Limited to hold offi ce until the conclusion of the annual general meeting of Investec Limited to be held in 2012 and to authorise the directors of Investec Limited to fi x their remuneration.
1. To re-appoint KPMG Inc. of 85 Empire Road, Parktown, 2193 South Africa (Private Bag 9, Parkview, 2122 South Africa) as joint auditors and Gavin Leslie de Lange, as the registered auditor responsible for the audit, of Investec Limited to hold offi ce until the conclusion of the annual general meeting of Investec Limited to be held in 2012 and to authorise the directors of Investec Limited to fi x their remuneration.

Special business: Investec Limited

To consider and if deemed fi t, to pass, with or without modifi cation, the following ordinary and special resolutions of Investec Limited:

1. Ordinary resolution: Investec Limited: Placing 5% of the unissued ordinary shares under the control of the directors Resolved that:
with reference to the authority granted to directors in terms of Article 12 of the Memorandum of Incorporation of Investec Limited, a total of 8 858 166 (eight million eight hundred and fi fty eight thousand one hundred and sixty six) ordinary shares of R0.0002 each being 5% (fi ve per cent) of the unissued ordinary shares in the authorised share capital of Investec Limited be and are hereby placed under the control of the directors of Investec Limited as a general authority in terms of the South African Companies Act, No. 71

of 2008, as amended, (the "SA Act"), if any, who are authorised to allot and issue the same at their discretion until the next annual general meeting of Investec Limited to be held in 2012, subject to the provisions of the SA Act, the South African Banks Act, No. 94 of 1990, as amended, and the listings requirements of the JSE Limited.

28. Ordinary resolution: Investec Limited: Placing 5% of the unissued class "A" variable rate compulsorily convertible non-cumulative preference shares under the control of the directors

Resolved that:

• with reference to the authority granted to directors in terms of Article 12 of the Memorandum of Incorporation of Investec Limited, a total of 2 000 000 (two million) class "A" variable rate compulsorily convertible non-cumulative preference shares of R0.0002 each ("class "A" preference shares"), being 5% (fi ve per cent) of the unissued class "A" preference shares in the authorised share capital of Investec Limited, be and are hereby placed under the control of the directors of Investec Limited as a general authority in terms of the South African Companies Act, No. 71 of 2008, as amended, (the "SA Act"), if any, who are authorised to allot and issue the same at their discretion until the next annual general meeting of Investec Limited to be held in 2012, subject to the provisions of the SA Act, the South African Banks Act, No. 94 of 1990, as amended, and the listings requirements of the JSE Limited.

29. Ordinary resolution: Investec Limited: Placing the remaining unissued shares, being the variable rate cumulative redeemable preference shares, the non-redeemable, non-cumulative, non-participating preference shares and the special convertible redeemable preference shares under the control of the directors Resolved that:

• with reference to the authority granted to directors in terms of Article 12 of the Memorandum of Incorporation of Investec Limited, all the unissued shares in the authorised share capital of Investec Limited, excluding the ordinary shares and the class "A" variable rate compulsorily convertible non-cumulative preference shares, be and are hereby placed under the control of the directors of Investec Limited as a general authority in terms of the South African Companies Act, No. 71 of 2008, as amended, (the "SA Act"), if any, who are authorised to allot and issue the same at their discretion until the next annual general meeting of Investec Limited to be held in 2012, subject to the provisions of the SA Act, the South African Banks Act, No. 94 of 1990, as amended, and the listings requirements of the JSE Limited.

These preference shares, if issued, are non-dilutive to ordinary shareholders.

30. Ordinary resolution with a 75% majority: Investec Limited: Directors' authority to allot and issue ordinary shares for cash in respect of 5% of the unissued ordinary shares

Resolved that:

subject to the passing of resolution no. 27, the listings requirements of the JSE Limited (the "JSE listings requirements"), the South African Banks Act, No. 94 of 1990, as amended, and the South African Companies Act, No. 71 of 2008, as amended, if any, the directors of Investec Limited be and they are hereby authorised to allot and issue 8 858 166 (eight million eight hundred and fi fty eight thousand one hundred and sixty six) ordinary shares of R0.0002 each for cash as and when suitable situations arise, subject to the following specifi c limitations as required by the JSE listings requirements:
(i) this authority shall not extend beyond the later of the date of the next annual general meeting of Investec Limited to be held in 2012 or the date of the expiry of 15 (fi fteen) months from the date of the annual general meeting of Investec Limited convened for 04 August 2011, whichever period is shorter
(ii) a paid press announcement giving full details including the impact on net asset value and earnings per ordinary share, will be published at the time of an issue representing, on a cumulative basis within 1 (one) fi nancial year, 5% (fi ve per cent) or more of the number of ordinary shares in issue prior to such issue
(iii) the issue in the aggregate in any 1 (one) fi nancial year will not exceed 15% (fi fteen per cent) of the number of ordinary shares in issue, including instruments which are compulsorily convertible
(iv) in determining the price at which an allotment and issue of ordinary shares may be made in terms of this authority, the maximum discount permitted will be 10% (ten per cent) of the weighted average traded price of the ordinary shares in question as determined over the 30 (thirty) days prior to the date that the price of the issue is determined or agreed by the directors of Investec Limited and
(v) the ordinary shares must be issued to public shareholders, as defi ned in the JSE listings requirements, and not to related parties.

If resolution no.30 and resolution no. 40 are both passed and, subject to the limits specifi ed in those respective resolutions, the directors will have authority to allot up to 5% (fi ve per cent) of the total issued ordinary share capital of Investec plc and up to 5% (fi ve per cent) of the total unissued ordinary share capital of Investec Limited for cash other than by way of rights issue. This complies with the limits set out in the relevant Association of British Insurers guidelines.

Ordinary resolution with a 75% majority: Investec Limited: Directors' authority to allot and issue class "A" variable rate compulsorily convertible non-cumulative preference shares for cash in respect of 5% of the unissued class "A" variable rate compulsorily noncumulative preference shares

Resolved that:

subject to the passing of resolution no. 28, the listings requirements of the JSE Limited (the "JSE listings requirements"), the South African Banks Act, No. 94 of 1990, as amended, and the South African Companies Act, No. 71 of 2008, as amended, the directors of Investec Limited be and they are hereby authorised to allot and issue 2 000 000 (two million) class "A" variable rate compulsorily convertible non-cumulative preference shares of R0.0002 each ("class "A" preference shares") being 5% (fi ve per cent) of the unissued class "A" preference shares in the authorised share capital of Investec Limited for cash as and when suitable situations arise, subject to the following specifi c limitations as required by the JSE listings requirements:
(i) this authority shall not extend beyond the later of the date of the next annual general meeting of Investec Limited to be held in 2012 or the date of the expiry of 15 (fi fteen) months from the date of the annual general meeting of Investec Limited convened for 04 August 2011, whichever period is shorter
(ii) a paid press announcement giving full details including the impact on net asset value and earnings per class "A" preference share, will be published at the time of an issue representing, on a cumulative basis within 1 (one) fi nancial year, 5% (fi ve percent) or more of the number of class "A" preference shares in issue prior to such issue
(iii) the issue in the aggregate in any 1 (one) fi nancial year will not exceed 15% (fi fteen per cent) of the number of class "A" preference shares in issue
(iv) in determining the price at which an allotment and issue of class "A" preference shares may be made in terms of this authority, the maximum discount permitted will be 10% (ten per cent) of the weighted average traded price of the class "A" preference shares in question as determined over the 30 (thirty) days prior to the date that the price of the issue is determined or agreed by the directors of Investec Limited and
(v) the class "A" preference shares must be issued to public shareholders, as defi ned in the JSE listings requirements, and not to related parties.

32. Special resolution no. 1: Investec Limited: Directors' authority to acquire ordinary shares and perpetual preference shares Resolved that:

in terms of Article 9 of the Memorandum of Incorporation of Investec Limited and with effect from 04 August 2011, Investec Limited hereby approves, as a general approval provided for in the South African Companies Act, No. 71 of 2008, as amended, (the "SA Act"), the acquisition by Investec Limited or any of its subsidiaries from time to time of the issued ordinary shares and nonredeemable, non-cumulative, non-participating preference shares ("perpetual preference shares") of Investec Limited, upon such terms and conditions and in such amounts as the directors of Investec Limited or its subsidiaries may from time to time decide, but subject to the provisions of the South African Banks Act, No. 94 of 1990, as amended, the SA Act and the listings requirements of the JSE Limited (the "JSE" and the "JSE listings requirements"), being, inter alia, that:
(i) any such acquisition of ordinary shares or perpetual preference shares shall be effected through the order book operated by the JSE trading system and done without any prior understanding or arrangement
(ii) this general authority shall be valid until Investec Limited's next annual general meeting to be held in 2012, or the date of expiry of 15 (fi fteen) months from the date of the passing of this special resolution no. 1, whichever is the shorter period
(iii) an announcement containing full details of such acquisitions will be published as soon as Investec Limited or any of its subsidiaries has acquired ordinary shares or perpetual preference shares constituting, on a cumulative basis, 3% (three percent) of the number of ordinary shares or perpetual preference shares in issue, as the case may be, prior to the acquisition pursuant to which the aforesaid 3% (three per cent) threshold is reached and for each 3% (three per cent) in aggregate acquired thereafter
(iv) acquisitions of shares in aggregate in any 1 (one) fi nancial year may not exceed 20% (twenty per cent) of Investec Limited's issued ordinary share capital or Investec Limited's issued perpetual preference share capital as at the date of passing of this special resolution no. 1
(v) in determining the price at which ordinary shares or perpetual preference shares issued by Investec Limited are acquired by it or any of its subsidiaries in terms of this general authority, the maximum premium at which such ordinary shares or perpetual preference shares, as the case may be, may be acquired will be 10% (ten per cent) of the weighted average of the market value at which such ordinary shares or perpetual preference shares, as the case may be, are traded on the JSE as determined over the 5 (fi ve) business days immediately preceding the date of acquisition of such ordinary shares or perpetual preference shares, as the case may be, by Investec Limited or any of its subsidiaries
(vi) at any point in time, Investec Limited may only appoint 1 (one) agent to effect any acquisition on Investec Limited's behalf and
(vii) Investec Limited and/or its subsidiaries not acquiring any shares during a prohibited period as defi ned by the JSE listings requirements unless there is in place a repurchase programme where dates and quantities of shares to be traded during the prohibited period are fi xed and full details of the programme have been disclosed in an announcement over SENS prior to the commencement of the prohibited period.

Investec Limited and its subsidiaries will be able, in the ordinary course of business, to pay its debt for a period of 12 (twelve) months after the date of the notice of annual general meeting of Investec Limited convened for 04 August 2011
the consolidated assets of Investec Limited and its subsidiaries, fairly valued in accordance with General Accepted Accounting Practice, will be in excess of the consolidated liabilities of Investec Limited and its subsidiaries for a period of 12 (twelve) months after the date of the notice of annual general meeting of Investec Limited convened for 04 August 2011
Investec Limited and its subsidiaries will have adequate capital and reserves for ordinary business purposes for a period of 12 (twelve) months after the date of the notice of annual general meeting of Investec Limited convened for 04 August 2011 and
the working capital of Investec Limited and its subsidiaries will be adequate for ordinary business purposes for a period of 12 (twelve) months after the date of the notice of annual general meeting of Investec Limited convened for 04 August 2011.

Litigation statement

Directors' responsibility statement

The directors, whose names appear on pages 282 to 284 of the 2011annual report, collectively and individually accept full responsibility for the accuracy of the information pertaining to this special resolution no. 1 and certify that, to the best of their knowledge and belief, there are no facts that have been omitted which would make any statement false or misleading and that all reasonable enquiries to ascertain such facts have been made and that the special resolution contains all information.

Material changes

Other than the facts and developments reported on in the 2011 annual report, there have been no material changes in the affairs or fi nancial position of Investec Limited and its subsidiaries since the date of signature of the audit report and up to the date of this notice of annual general meeting of Investec Limited.

The following additional information, some of which may appear elsewhere in the 2011 Annual Report, is provided in terms of the JSE listings requirements for purposes of the general authority:

Directors and management annual report pages 282 to 284
Major benefi cial shareholders annual report page 279
Directors' interests in ordinary shares annual report page 271
Share capital of Investec Limited annual report pages 375 and 376.

33. Special resolution no. 2: Investec Limited: Financial assistance Resolved that:

to the extent required by the South African Companies Act No. 71 of, 2008, as amended, (the "SA Act"), the board of directors of Investec Limited may, subject to compliance with the requirements of Investec Limited's Memorandum of Incorporation, if any, the SA Act and the listings requirements of the JSE Limited, each as presently constituted and as amended from time to time, authorise Investec Limited to provide direct or indirect fi nancial assistance by way of loan, guarantee, the provision of security or otherwise, to:
(i) any of its present or future subsidiaries and/or any other company or entity that is or becomes related or inter-related to Investec Limited, for any purpose or in connection with any matter, including, but not limited to, the subscription of any option, or any securities issued or to be issued by Investec Limited or a related or inter-related company, or for the purchase of any securities of Investec Limited or a related or inter-related company; and/or
(ii) any of its present or future directors or prescribed offi cers (or any person related to any of them or to any company or corporation related or inter-related to any of them), or to any other person who is a participant in any of Investec Limited's share or other employee incentive schemes, for the purpose of, or in connection with, the subscription of any option, or any securities, issued or to be issued by Investec Limited or a related or inter related company, or for the purchase of any securities of Investec Limited or a related or inter-related company, where such fi nancial assistance is provided in terms of any such scheme that does not satisfy the requirements of section 97 of the SA Act, such authority to endure until the forthcoming annual general meeting of Investec Limited to be held in 2012.

The reason for and effect of this special resolution no. 2 is to enable Investec Limited to comply with the provisions of sections 44 and 45 of the SA Act.

Notwithstanding the title of section 45 of the SA Act, being "Loans or other fi nancial assistance to directors", on a proper interpretation, the body of the section may also apply to fi nancial assistance provided by a company to related to or inter-related companies and entities, including inter alia, its subsidiaries, for any purpose.

Furthermore, section 44 of the SA Act may also apply to the fi nancial assistance so provided by a company to related or inter-related companies, in the event that the fi nancial assistance is provided for the purpose of, or in connection with, the subscription of any option, or any securities, issued or to be issued by the company or a related or inter-related company, or for the purchase of any securities of the company or a related or inter-related company.

(i) immediately after providing the fi nancial assistance, the company would satisfy the solvency and liquidity test; and
(ii) the terms under which the fi nancial assistance is proposed to be given are fair and reasonable to the company.

34. Special resolution no. 3: Directors' remuneration Resolved that:

in terms of section 66(9) of the South African Companies Act No. 71 of, 2008, as amended (the "SA Act"), payment of the remuneration for the directors of Investec Limited be approved as follows:
(i) for the period 1 April 2011 to 31 March 2012: as set out on page 264 of the 2011 annual report
(ii) thereafter but only until the expiry of a period of 24 (twenty four) months from the date of the passing of this special resolution no. 3 has expired (or until amended by a special resolution of shareholders prior to the expiry of such period), on the same basis as above, escalated as determined by the board of Investec Limited, up to a maximum of 5% (fi ve per cent) per annum per amount set out as aforesaid.

For more information on the directors' remuneration, please refer to pages 253 to 274 of the 2011 annual report of Investec plc/Investec Limited.

Ordinary business: Investec plc

To consider and, if deemed fi t, to pass, with or without modifi cation, the following ordinary resolutions of Investec plc:

1. To receive and adopt the audited fi nancial statements of Investec plc for the year ended 31 March 2011, together with the reports of the directors of Investec plc and of the auditors of Investec plc.
1. To sanction the interim dividend paid by Investec plc on the ordinary shares in Investec plc for the 6 (six) month period ended 30 September 2010.
1. Subject to the passing of resolution no. 24 to declare a fi nal dividend on the ordinary shares in Investec plc for the year ended 31 March 2011 of an amount equal to that recommended by the directors of Investec plc.
1. To re-appoint Ernst & Young LLP of 1 More London Place, London, SE1 2AF, as auditors of Investec plc to hold offi ce until the conclusion of the annual general meeting of Investec plc to be held in 2012 and to authorise the directors of Investec plc to fi x their remuneration.

Special business: Investec plc

To consider and, if deemed fi t, to pass, with or without modifi cation, the following ordinary and special resolutions of Investec plc:

39. Ordinary resolution: Investec plc: Directors' authority to allot shares and other securities Resolved that:

the authority conferred on the directors of Investec plc by paragraph 12.2 of Article 12 of Investec plc's Articles of Association be renewed for the period ending on the date of the annual general meeting of Investec plc to be held in 2012 or, if earlier, 15 (fi fteen) months after the passing of this ordinary resolution and for such period the section 551 Amount shall be the aggregate of:
(i) £35 812 in respect Investec plc ordinary shares of £0.0002 each ("ordinary shares")
(ii) £35 433 in respect of Investec plc special converting shares of £0.0002 each ("special converting shares") and
(iii) £1 000 000 in respect of Investec plc non-redeemable, non-cumulative, non-participating preference shares of £0.01 each ("preference shares").

	Number of shares	Relative part of Section 551 Amount	Total
Ordinary shares1	179 059 196	£35 812	–
Special converting shares2	177 163 332	£35 433	£1 071 2454
Preference shares3	100 000 000	£1 000 000	–

One third of the issued ordinary share capital in line with the authority normally sought by UK companies.
1. The special converting shares are required by the Dual Listed Companies structure and agreements to refl ect the number of ordinary shares issued by Investec Limited at any time and from time to time.
1. The issue of preference shares is non-dilutive to ordinary shareholders. Preference shares may be issued with such rights or subject to such restrictions as the directors may determine.
1. This amount is higher than the one third of issued ordinary share capital limit normally adopted by UK companies at their annual general meetings only due to the inclusion of the special converting shares and preference shares as noted in nos. 2 and 3 above, neither of which are dilutive to ordinary shareholders. While the authority to allot shares to the value shown is given in respect of all of the shares of Investec plc as required by the Companies Act 2006, the directors of Investec plc would ensure that the shares of each class listed in the above table allotted by them would not be in excess of the amount listed in the column entitled "relative part of section 551 amount" for each such class of shares.

417

As of 10 June 2011 (the latest practicable date prior to publication of this notice), Investec plc holds 0 (zero) treasury shares.

40. Ordinary resolution with a 75% majority: Investec plc: Directors' authority to allot ordinary shares for cash Resolved that:

• subject to the passing of resolution no. 39, the power conferred on the directors of Investec plc by paragraph 12.4 of Article 12 of Investec plc's Articles of Association be renewed for the period referred to in resolution no.39 and for such period the section 571 Amount shall be £5 372 (fi ve thousand three hundred and seventy two Pounds Sterling).

The purpose of resolution no. 40 is to renew the authority of the directors of Investec plc to allot equity securities for cash otherwise than to shareholders in proportion to existing holdings. In the case of allotments other than rights issues, the authority is limited to equity securities up to an aggregate nominal value of £5 372 (fi ve thousand three hundred and seventy two Pounds Sterling) which represents approximately 5% (fi ve per cent) of the total issued ordinary share capital of Investec plc as at 10 June 2011 (being the last practicable date prior to publication of this notice). The authority will expire at the end of the next annual general meeting of Investec plc to be held in 2012 or, if earlier, 15 (fi fteen) months after the passing of this resolution no. 40.

If resolution no. 30 and resolution no. 40 are both passed and, subject to the limits specifi ed in those respective resolutions, the directors will have authority to allot up to 5% (fi ve per cent) of the total issued ordinary share capital of Investec plc and up to 5% (fi ve per cent) of the total unissued ordinary share capital of Investec Limited for cash other than by way of rights issue. This complies with the limits set out in the relevant Association of British Insurers guidelines.

(i) this authority shall not extend beyond the later of the date of the next annual general meeting of Investec plc or the date of the expiry of 15 (fi fteen) months from the date of the annual general meeting of Investec plc convened for 04 August 2011, whichever period is shorter
(ii) a paid press announcement giving full details including the impact on net asset value and earnings per ordinary share, will be published at the time of an issue representing, on a cumulative basis within 1 (one) fi nancial year, 5% (fi ve per cent) or more of the number of ordinary shares in issue prior to such issue
(iii) the issue in the aggregate in any 1 (one) fi nancial year will not exceed 15% (fi fteen per cent) of the number of ordinary shares in issue, including instruments which are compulsorily convertible
(iv) in determining the price at which an allotment and issue of ordinary shares may be made in terms of this authority, the maximum discount permitted will be 10% (ten per cent) of the weighted average traded price of the ordinary shares in question as determined over the 30 (thirty) days prior to the date that the price of the issue is determined or agreed by the directors of Investec plc and
(v) the equity securities/shares must be issued to public shareholders and not to related parties.

In order for resolution no. 40 to be given effect, a 75% (seventy fi ve per cent) majority of the votes of all shareholders present or represented by proxy at the annual general meeting of Investec plc and Investec Limited must be cast in favour of resolution no. 40.

41. Ordinary resolution with a 75% majority: Investec plc: Directors' authority to purchase ordinary shares Resolved that:

Investec plc be and is hereby unconditionally and generally authorised for the purpose of section 701 of the Companies Act 2006 to make market purchases (as defi ned in section 693 of the Companies Act 2006) of ordinary shares in the capital of Investec plc provided that:
(i) the maximum aggregate number of ordinary shares which may be purchased is 53 717 759 (fi fty three million seven hundred and seventeen thousand seven hundred and fi fty nine) ordinary shares of £0.0002 each
(ii) the minimum price which may be paid for each ordinary share is its nominal value of such share at the time of purchase
(iii) the maximum price which may be paid for any ordinary share is an amount equal to 105% (one hundred and fi ve per cent) of the average of the middle market quotations of the ordinary shares of Investec plc as derived from the London Stock Exchange Daily Offi cial List for the 5 (fi ve) business days immediately preceding the day on which such share is contracted to be purchased and
(iv) this authority shall expire at the conclusion of the annual general meeting of Investec plc to be held in 2012, or if earlier, 15 (fi fteen) months from the date on which this resolution is passed (except in relation to the purchase of ordinary shares, the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry) unless such authority is renewed prior to that time.

The directors of Investec plc consider it may, in certain circumstances, be in the best interests of shareholders generally for Investec plc to purchase its own ordinary shares. Accordingly, the purpose and effect of resolution no. 41 is to grant a general authority, subject to the specifi ed limits, to Investec plc to acquire ordinary shares of Investec plc.

As of 10 June 2011 (the latest practicable date prior to publication of this notice), there were options outstanding over 53 385 519 (ifi fty three million three hundred and eighty fi ve thousand fi ve hundred and nineteen) ordinary shares, representing 9.9% (nine point nine per cent) of Investec plc's issued ordinary share capital at that date. If the authority to buy back shares under this ordinary resolution no. 41 was exercised in full, the total number of options to subscribe for ordinary shares would represent 11%(eleven per cent) of Investec plc's issued ordinary share capital.

The Companies Act 2006 permits Investec plc to purchase its own ordinary shares to be held in treasury, with a view to possible resale at a future date.

In order for resolution no. 41 to be given effect, a 75% (seventy fi ve per cent) majority of the votes of all shareholders present or represented by proxy at the annual general meeting of Investec plc and Investec Limited must be cast in favour of resolution no.41.

42. Ordinary resolution with a 75% majority: Investec plc: Directors' authority to purchase preference shares Resolved that:

Investec plc be and is hereby unconditionally and generally authorised for the purpose of section 701 of the Companies Act 2006 to make market purchases (as defi ned in section 693 of the Companies Act 2006) of preference shares in the capital of Investec plc provided that:
(i) the maximum aggregate number of preference shares which may be purchased is 1 508 155 (one million fi ve hundred and eight thousand one hundred and fi fty fi ve)
(ii) the minimum price which may be paid for each preference share is its nominal value of such share at the time of purchase
(iii) the maximum price which may be paid for any preference share is an amount equal to 105% (one hundred and fi ve per cent) of the average of the middle market quotations of the preference shares of Investec plc as derived from the London Stock Exchange Daily Offi cial List for the 5 (fi ve) business days immediately preceding the day on which such share is contracted to be purchased and
(iv) this authority shall expire at the conclusion of the annual general meeting of Investec plc to be held in 2012, or if earlier, 15 (fi fteen) months from the date on which this resolution no. 42 is passed (except in relation to the purchase of preference shares, the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry) unless such authority is renewed prior to that time.

The directors of Investec plc consider it may, in certain circumstances, be in the best interests of shareholders generally for Investec plc to purchase its own preference shares. Accordingly, the purpose and effect of ordinary resolution no. 42 is to grant a general authority, subject to the specifi ed limits, to Investec plc to acquire preference shares of Investec plc.

The Companies Act 2006 permits Investec plc to purchase its own preference shares to be held in treasury, with a view to possible resale at a future date.

The directors of Investec plc have no present intention of making any purchases, but believe that Investec plc should retain the fl exibility to take further action if future purchases were considered desirable and in the best interest of shareholders. If Investec plc were to purchase preference shares under the Companies Act 2006 they will be cancelled or, to the extent determined by the directors of Investec plc, held in treasury. The authority will be exercised only if the directors of Investec plc believe that to do so would be in the interests of shareholders generally or, in the case of the creation of treasury shares, that to do so would be in the best interests of shareholders generally.

In order for ordinary resolution no. 42 to be given effect, a 75% (seventy fi ve per cent) majority of the votes of all shareholders present or represented by proxy at the annual general meeting of Investec plc and Investec Limited must be cast in favour of ordinary resolution no. 42.

43. Ordinary resolution: Investec plc: Political donations

Resolved that:

in accordance with Section 366 of the Companies Act 2006, Investec plc and any company which, at any time during the period for which this resolution has effect, is a subsidiary of Investec plc, be and are hereby authorised to:
(i) make donations to political organisations not exceeding £25 000 (twenty fi ve thousand Pounds Sterling) in total and
(ii) incur political expenditure not exceeding £75 000 (seventy fi ve thousand Pounds Sterling) in total.

The directors of Investec Limited consider that the proposed resolutions in the notice of the annual general meeting are in the best interests of Investec Limited and its shareholders and recommend that you vote in favour as the directors of Investec Limited intend to do in respect of their own benefi cial holdings.

By order of the board

Benita Coetsee Company secretary

15 June 2011

Registration no: 1925/002833/06

Registered offi ce: c/o Company Secretarial Investec Limited 100 Grayston Drive Sandown Sandton 2196 (PO Box 785700, Sandton 2146)

Notes:

1. All of the above resolutions are joint electorate actions under the Memorandum of Incorporation of Investec Limited and accordingly, both the holders of ordinary shares in Investec Limited and the holders of the special convertible redeemable preference shares in Investec Limited are entitled to vote. Voting will be on a poll which will remain open for suffi cient time to allow the Investec plc annual general meeting to be held and for the vote of the holder of the Investec Limited special convertible redeemable preference shares to be ascertained and cast on a poll.
1. On the poll:
(a) each ordinary share in Investec Limited (other than those subject to voting restrictions) will have 1 (one) vote
(b) the holder of the Investec Limited special convertible redeemable preference shares will cast the same number of votes as were validly cast for and against the equivalent resolution at the Investec plc annual general meeting
(c) the holder of the Investec Limited special convertible redeemable preference shares will be obliged to cast these votes for and against the relevant resolution in accordance with the votes cast for and against the equivalent resolution by Investec plc shareholders on the poll at the Investec plc annual general meeting
(d) through this mechanism, the votes of the Investec plc ordinary shareholders at the Investec plc annual general meeting will be refl ected at Investec Limited's annual general meeting in respect of each joint electorate action and
(e) the results of the joint electorate actions will be announced after both polls have closed.
1. A shareholder who is entitled to attend and vote at the annual general meeting is entitled to appoint one or more persons as his or her proxy to exercise all or any of his or her rights to attend and to speak and vote at the meeting, provided that, if more than one proxy is appointed by a shareholder, each proxy is appointed to exercise the rights attached to different shares held by that shareholder. A proxy need not be a shareholder of Investec plc or Investec Limited.
1. A form of proxy is enclosed. The appointment of a proxy will not prevent a shareholder from subsequently attending and voting at the meeting in person.
1. To be effective, the instrument appointing a proxy and any power of attorney or other authority under which it is executed (or a duly certifi ed copy of any such power or authority), must be deposited at the transfer secretary's offi ce at 70 Marshall Street, Johannesburg, 2001, not less than 48 (forty eight) hours before the time for holding the meeting or adjourned meeting
1. Entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to Investec Limited's register of shareholders at 12:00 (South African time) on 02 August 2011 or, if the meeting is adjourned, 48 (forty eight) hours before the time fi xed for the adjourned meeting, as the case may be.
1. Any corporation which is a shareholder can appoint one or more representatives who exercise on its behalf all of its powers as a shareholder provided that they do not do so in relation to the same shares.
1. Copies of the non-executive directors' terms and conditions of appointment are available for inspection at Investec plc and Investec Limited's registered offi ce during business hours on any weekday (Saturdays, Sundays and any public holidays excluded) from the date of this notice until the close of Investec plc and Investec Limited's annual general meeting to be convened on 12 August 2010 and will also be available for inspection at the place of the meeting for 15 (fi fteen) minutes before and during the meeting.
1. As of 10 June 2011 (the latest practicable date prior to publication of this notice) Investec plc's issued capital consists of 537 177 588 (fi ve hundred and thirty seven million one hundred and seventy seven thousand fi ve hundred and eighty eight) ordinary shares of £0.0002 each. Investec plc holds 0 (zero) ordinary shares in treasury and therefore the total number of voting rights in Investec plc is 537 177 588 (fi ve hundred and thirty seven million one hundred and seventy seven thousand fi ve hundred and eighty eight).
1. As of 10 June 2011 (the latest practicable date prior to publication of this notice) Investec Limited's issued capital consists of 272 836 668 (two hundred and seventy two million eight hundred and thirty six thousand six hundred and sixty eight) ordinary shares of R0.0002 each. Investec Limited holds 13 117 296 (thirteen million one hundred and seventeen thousand two hundred and ninety six) ordinary shares in treasury and therefore the total number of voting rights in Investec Limited is 259 719 372 (two hundred and fi fty nine million seven hundred and nineteen thousand three hundred and seventy two).
1. Investec plc has issued 1 (one) special converting share and Investec Limited has issued special convertible redeemable preference shares to facilitate joint voting by shareholders of Investec plc and Investec Limited on joint electorate actions. As of 10 June 2011 (the latest practicable date prior to publication of this notice) the combined total number of voting rights of Investec plc and Investec Limited is 796 896 962 (seven hundred and ninety six million eight hundred and ninety six thousand nine hundred and sixty two).
1. A copy of this notice can be found at www.investec.com

Contact details

Australia, Brisbane

Level 31 Riparian Plaza 71 Eagle Street Brisbane QLD 4000 Australia Telephone (61) 7 3018 8100 Facsimile (61) 7 3018 8108 e-mail [email protected]

Australia, Melbourne

Level 20 101 Collins Street Melbourne VIC 3000 Australia Telephone (61) 3 8660 1000 Facsimile (61) 3 8660 1010 e-mail [email protected]

Australia, Perth

Level 21 140 St Georges Terrace Perth WA 6005 Australia Telephone (61) 8 9289 8000 Facsimile (61) 8 9289 8010 e-mail [email protected]

Australia, Sydney

Level 31 The Chifl ey Tower 2 Chifl ey Square Phillip Street Sydney NSW 2000 Australia Telephone (61) 2 9293 2000 Facsimile (61) 2 9293 2002 e-mail [email protected]

Botswana, Gaborone

Plot 64511 Unit 5 Fairgrounds Gaborone Telephone (267) 318 0112 Facsimile (267) 318 0114 e-mail [email protected]

Canada, Toronto

66 Wellington Street West Suite 2701 PO Box 307 Toronto-Dominion Centre Toronto Ontario M5K 1K2 Telephone (1 416) 687 2400 Facsimile (1 416) 364 3434

Channel Islands, St Helier

One The Esplanade St Helier Jersey JE4 8UW Channel Islands Telephone (44) 1534 512 512 Facsimile (44) 1534 512 513 e-mail [email protected]

Channel Islands, St Peter Port

La Vieille Cour La Plaiderie St Peter Port Guernsey GY1 3LP Channel Islands Telephone (44) 1481 723 506 Facsimile (44) 1481 741 147 e-mail [email protected]

Hong Kong

36/F IFC 2 8 Finance Street Central Hong Kong Telephone (852) 3187 5002 Facsimile (852) 2524 3360 e-mail [email protected]

Suites 2604-06 Tower 2 The Gateway Harbour City Tsimshatsui Kowloon Hong Kong Telephone (852) 2861 6888 Facsimile (852) 2861 6861

Ireland, Dublin

The Harcourt Building Harcourt Street Dublin 2 Ireland Telephone (353) 1 421 0000 Facsimile (353) 1 421 0500 e-mail [email protected]

Mauritius, Ebéne Cyber City

Level 8C Cyber Tower II Ebéne Cyber City Telephone (230) 403 0400 Facsimile (230) 403 0498 e-mail [email protected]

Mauritius, Port Louis

6th Floor Dias Pier Building Le Caudan Waterfront Caudan Port Louis Telephone (230) 207 4000 Facsimile (230) 207 4002 e-mail [email protected]

Namibia,Windhoek

Offi ce 1 Ground fl oor Heritage Square Building 100 Robert Mugabe Avenue Windhoek Telephone (264 61) 389 500 Facsimile (264 61) 249 689 e-mail [email protected]

South Africa, Cape Town

36 Hans Strijdom Avenue Foreshore Cape Town 8001 PO Box 1826 Cape Town 8000 Telephone (27 21) 416 1000 Facsimile (27 21) 416 1001

South Africa, Durban

5 Richefond Circle Ridgeside Offi ce Park Umhlanga Durban 4319 PO Box 25278 Gateway Durban 4321 Telephone (27 31) 575 4000 Facsimile (27 865) 009 901

South Africa, East London

1st fl oor Pilot Mill House The Quarry Selbourne East London 5247 PO Box 19484 Tacoma 5214 Telephone (27 43) 721 0660 Facsimile (27 43) 721 0664

South Africa, Johannesburg

100 Grayston Drive Sandown Sandton 2196 PO Box 785700 Sandton 2146 Telephone (27 11) 286 7000 Facsimile (27 11) 286 7777 e-mail, South African offi ces

Recruitment queries recruitment@ investec.co.za
Client queries
Asset management: comcentre@ investecmail.com
Institutional Securities: securities@ investec.co.za
Private Client Securities: iso@ investec.co.za
Property Group: ipg@investec. co.za
Private Bank: privatebank@ investec.co.za
Capital Markets: info-tsf@investec. co.za

South Africa, Mbombela (formerly Nelspruit)

2nd fl oor 2 McAdam Street Cnr McAdam and Rothery Streets Mbombela 1200 PO Box 19428 The Village 1218 Telephone (27 13) 756 0900 Facsimile (27 13) 756 0990

South Africa, Port Elizabeth

6th fl oor Fairview Offi ce Park 66 Ring Road Greenacres Port Elizabeth 6045 PO Box 27416 Greenacres 6057 Telephone (27 41) 396 6700 Facsimile (27 41) 363 1667

South Africa, Pretoria

Cnr Atterbury and Klarinet Streets Menlo Park Pretoria 0081 PO Box 1882 Brooklyn Square 0075 Telephone (27 12) 427 8300 Facsimile (27 12) 427 8310

South Africa, Pietermartizburg

Acacia House Redlands Estate 1 George MacFarlane Lane Pietermaritzburg 3201 PO Box 594 Pietermaritzburg 3200 Telephone (27 33) 264 5800 Facsimile (27 33) 342 1561

South Africa, Knysna

TH24/TH25 Long Street Ext Thesen Harbour Town Knysna 6571 Telephone (27 44) 302 1800 Facsimile (27 44) 382 4954

South Africa, Stellenbosch

Block D De Wagen Road Offi ce Park Stellentia Street Stellenbosch 7600 PO Box 516 Stellenbosch 7599 Telephone (27 21) 809 0700 Facsimile (27 21) 809 0730

Switzerland, Geneva

3 Place des Bergues Geneva 1211 Switzerland Telephone (41) 22 807 2000 Facsimile (41) 22 807 2005 e-mail [email protected]

Switzerland, Zurich

Loewenstrasse 29 Zurich CH-8001 Switzerland Telephone (41 44) 226 1000 Facsimile (41 44 ) 226 1010 e-mail [email protected]

United Kingdom, London

2 Gresham Street London EC2V 7QP UK Telephone (44 207) 597 4000 Facsimile (44 207) 597 4070

25 Basinghalll Street London EC2V 5HA UK Telephone (44 207) 597 2000 Facsimile (44 207) 597 1818

United Kingdom, Manchester

3 Hardman Street Spinningfi elds Manchester M3 3HF Telephone (44 161) 819 7900 Facsimile (44 161) 819 7901 e-mail [email protected]

United Kingdom, Abingdon

Windrush Court Blacklands Way Abingdon Oxon OX14 1SY UK Telephone (44 1235) 555 577 Facsimile (44 1235) 555 577 e-mail [email protected]

United States, New York

666 Fifth Avenue 15th Floor New York NY 10103 USA Telephone (212) 259 5609 Facsimile (917) 206 5102

Taiwan

Unit B 20F Taipei 101 Tower 7 Xin Yi Rd Sec 5 Taipei 110 Taiwan Telephone (886 2) 8101 0800 Facsimile (886 2) 8101 0900

Investec Asset Management Connecticut

1055 Washington Boulevard Stanford Connecticut 06901 Telephone (1 203) 324 0010 Facsimile (1 203) 324 0023

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Investec PLC — AGM Information 2011

5231_agm-r_2011-06-15_4960f530-f7f9-467d-8421-155b04ab7773.pdf

Notice of annual general meeting of Investec plc

Common business: Investec plc and Investec Limited

Ordinary business: Investec Limited

Special business: Investec Limited

Resolved that:

32. Special resolution no. 1: Investec Limited: Directors' authority to acquire ordinary shares and perpetual preference shares Resolved that:

Litigation statement

Directors' responsibility statement

Material changes

33. Special resolution no. 2: Investec Limited: Financial assistance Resolved that:

34. Special resolution no. 3: Directors' remuneration

Resolved that:

Ordinary business: Investec plc

Special business: Investec plc

40. Special resolution no. 4: Investec plc: Directors' authority to allot ordinary shares for cash Resolved that:

41. Special resolution no. 5: Investec plc: Directors' authority to purchase ordinary shares

42. Special resolution no. 6: Investec plc: Directors' authority to purchase preference shares Resolved that:

43. Ordinary resolution: Investec plc: Political donations

Resolved that:

Notes:

Notice of annual general meeting of Investec Limited

Common business: Investec plc and Investec Limited

Ordinary business: Investec Limited

Special business: Investec Limited

28. Ordinary resolution: Investec Limited: Placing 5% of the unissued class "A" variable rate compulsorily convertible non-cumulative preference shares under the control of the directors

30. Ordinary resolution with a 75% majority: Investec Limited: Directors' authority to allot and issue ordinary shares for cash in respect of 5% of the unissued ordinary shares

32. Special resolution no. 1: Investec Limited: Directors' authority to acquire ordinary shares and perpetual preference shares Resolved that:

Litigation statement

Directors' responsibility statement

Material changes

33. Special resolution no. 2: Investec Limited: Financial assistance Resolved that:

34. Special resolution no. 3: Directors' remuneration Resolved that:

Ordinary business: Investec plc

Special business: Investec plc

39. Ordinary resolution: Investec plc: Directors' authority to allot shares and other securities Resolved that:

40. Ordinary resolution with a 75% majority: Investec plc: Directors' authority to allot ordinary shares for cash Resolved that:

41. Ordinary resolution with a 75% majority: Investec plc: Directors' authority to purchase ordinary shares Resolved that:

42. Ordinary resolution with a 75% majority: Investec plc: Directors' authority to purchase preference shares Resolved that:

43. Ordinary resolution: Investec plc: Political donations

Resolved that:

Notes:

Contact details

Australia, Brisbane

Australia, Melbourne

Australia, Perth

Australia, Sydney

Botswana, Gaborone

Canada, Toronto

Channel Islands, St Helier

Channel Islands, St Peter Port

Hong Kong

Ireland, Dublin

Mauritius, Ebéne Cyber City

Mauritius, Port Louis

Namibia,Windhoek

South Africa, Cape Town

South Africa, Durban

South Africa, East London

South Africa, Johannesburg

South Africa, Mbombela (formerly Nelspruit)

South Africa, Port Elizabeth

South Africa, Pretoria

South Africa, Pietermartizburg

South Africa, Knysna

South Africa, Stellenbosch

Switzerland, Geneva

Switzerland, Zurich

United Kingdom, London

United Kingdom, Manchester

United Kingdom, Abingdon

United States, New York

Taiwan

Investec Asset Management Connecticut

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Investec PLC AGM Information 2011