Investec PLC — AGM Information 2013

Jul 9, 2013

The Companies Act 2006

COMPANY LIMITED BY SHARES

RESOLUTIONS

OF

INVESTEC PLC (the 'Company')

Passed on 09 July 2013

At the GENERAL MEETING of the Company held on Tuesday 09 July 2013 at 13:30pm the following Resolutions were duly passed as SPECIAL RESOLUTIONS of the Company:

1. Special Resolution No 1

Resolved that the authorised share capital of Investec Limited be reduced by the cancellation of the authorised, but unissued 40 000 000 (forty million) class "A" variable rate, compulsorily convertible, non-cumulative preference shares with a par value of R0.0002 (Rand nought point nought nought nought two) each.

2. Special Resolution No 2

Resolved that, subject to the passing of Special Resolution No 1, the Memorandum of Incorporation of Investec Limited be amended by the deletion of:

• 1. the reference to clause 154, made in clause 151 thereof;
• 1. the heading and the contents of clause 154 thereof; and
• 1. the deletion of paragraph 2 of Annexure A thereto.

3. Special Resolution No 3

Resolved, subject to the passing of Special Resolution No 1 at the separate class meeting of the holders of the nonredeemable, non-cumulative, non-participating preference shares in the capital of Investec Limited and the passing of Special Resolution No 1 at the separate class meeting of the holders of the variable rate, redeemable, cumulative preference shares in the capital of Investec Limited, which are to be held immediately prior to the general meeting of Investec Limited at which this resolution is proposed and subject to the passing of Special Resolutions Nos 4 and 5 at this general meeting, that the authorised share capital of Investec Limited be increased by the creation of 50 000 000 (fifty million) redeemable, non-participating preference shares with a par value of R0.01 (one cent) each ("Redeemable Programme Preference Shares"), ranking in priority to the existing 100 000 000 (one hundred million) nonredeemable, non-cumulative, non-participating preference shares with a par value of R0.01 (one cent) each in Investec Limited's authorised share capital and pari passu with the 50 000 (fifty thousand) variable rate, redeemable, cumulative preference shares with a par value of R0.60 (sixty cents) each in Investec Limited's authorised share capital, with regards to the rights to dividends and repayment of capital on the winding-up of Investec Limited, and having the associated preferences, rights, limitations and other terms determined by the Board of Directors of Investec Limited from time to time and prior to the issue thereof in accordance with 48 section 36(3) of the SA Companies Act, 2008 (the Board being specifically authorised to determine dissimilar rights, limitations and/or other terms for different tranches of Redeemable Programme Preference Shares), with reference to and in accordance with the document named "Programme Preference Share Terms and Conditions", proposed to be attached as Annexure B to Investec Limited's Memorandum of Incorporation in terms of Special Resolution No 5 ("Programme Preference Share Terms and Conditions") and the provisions of the applicable pricing supplement (to which reference is made in the Programme Preference Share Terms and Conditions as the "Applicable Pricing Supplement (Preference Shares)"), to be read in conjunction with the Programme Preference Share Terms and Conditions.

4. Special Resolution No 4

Resolved that, subject to the passing of Special Resolution No 3, Annexure A to the Memorandum of Incorporation of Investec Limited be amended by the insertion of a new paragraph 8, reading as follows:

"8. 50 000 000 (fifty million) redeemable, non-participating preference shares with a par value of R0.01 (one cent) each ("Redeemable Programme Preference Shares"), ranking pari passu with the preference shares set out in paragraph 3 of this Annexure A and in priority to the preference shares set out in paragraph 4 of this Annexure A, with regards to the rights to dividends and repayment of capital on the winding-up of the Company, and having the associated preferences, rights, limitations and other terms as determined by the Board from time to time by resolution prior to the issue thereof in accordance with section 36(3) of the Companies Act, 2008 (the Board being specifically authorised to determine dissimilar rights, limitations and/or other terms for different tranches of Redeemable Programme Preference Shares), with reference to and in accordance with the Programme Preference Share Terms and Conditions set out in Annexure B and the provisions of the applicable pricing supplement (to which reference is made in the Programme Preference Share Terms and Conditions as the "Applicable Pricing Supplement (Preference Shares)"), to be read in conjunction with the Programme Preference Share Terms and Conditions."

5. Special Resolution No 5

Resolved that, subject to the passing of Special Resolution No 3, the Memorandum of Incorporation of Investec Limited be amended by:

• 1. the insertion of a new Annexure B (a draft of which has been tabled at the general meeting and initialled by the chairman of the general meeting for purposes of identifi cation), containing the Programme Preference Share Terms and Conditions;
• 1. the insertion of a new unnumbered paragraph at the end of clause 2 thereof, as follows:

"Unless the context otherwise requires, in the event that any of the terms and conditions set out in an annexure to this Memorandum of Incorporation, as relating to any class of preference shares, may be inconsistent with the provisions of the main body of this Memorandum of Incorporation, the provisions of the applicable annexure will prevail in respect of the relevant class of preference shares.";

1. the substitution of clause 151 thereof in its entirety by the following new clause 151 as follows:

"151. Amendments to Memorandum of Incorporation

Subject to the provisions of the Statutes, save for:

• 151.1 correcting errors substantiated as such from objective evidence or which are self evident errors (including, but without limitation ejusdem generis, spelling, punctuation, reference, grammar or similar defects) in the Memorandum of Incorporation;
• 151.2 complying with the requirements of the Act when:
• (a) the terms and conditions of issue of preference shares are determined, as provided for in Clause 153; or
• (b) the associated preferences, rights, limitations and other terms of the preference shares, are determined by the Board from time to time by resolution prior to the issue thereof in accordance with section 36(3) of the Companies Act, when the Board is authorised to do so in terms of the provisions of this Memorandum of Incorporation as relating to any such preference shares, which the Board is empowered to do, the Company may in General Meeting by way of special resolution of the Holders of Limited Ordinary Shares, amend the provisions of the Memorandum of Incorporation. "