Investec PLC — AGM Information 2016

Jul 20, 2016

The Companies Act 2006

COMPANY LIMITED BY SHARES

RESOLUTIONS

OF

INVESTEC PLC (the 'Company')

Passed on 20 July 2016

At the GENERAL MEETING of the Company held on Wednesday 20 July 2016 at 11:00am the following Resolution was duly passed as a SPECIAL RESOLUTION of the Company:

Special Resolution: Off-market purchase of preference shares from Computershare Company Nominees Limited and Computershare Nominees (Pty) Limited

Resolved that, the terms of two proposed agreements between (1) Investec plc and Computershare Company Nominees Limited and Computershare Investor Services PLC and (2) Investec plc and Computershare Nominees (Pty) Limited, providing for the purchase by Investec plc of the existing:

• non-redeemable, non-cumulative, non-participating preference shares of GBP0.01 each in the capital of Investec plc (ISIN: GB00B19RX541) at a price of GBP5.7509589 per preference share; and
• non-redeemable, non-cumulative, non-participating preference shares of ZAR0.001 each in the capital of Investec plc (ISIN: GB00B4B0Q974) at a price of ZAR103.3887671 per preference share,

held by Computershare Company Nominees Limited or Computershare Nominees (Pty) Limited, as the case may be, as trustee on behalf of holders of such securities be and are hereby approved and authorised for the purposes of section 694 of the UK Companies Act, 2006 and otherwise but so that such approval and authority shall expire on 31 May 2021.

The reason for and effect of the Resolution is to approve the Preference Share Offer as described in the circular to which this Notice of General Meeting is attached.

In order for this Resolution to be given effect, a majority of at least 75% of the aggregate votes of all shareholders, acting as a single decision making body, present or represented by proxy at the General Meetings of Investec plc and Investec Limited must be cast in favour of the Resolution.

The directors of Investec plc consider the proposed Resolution contained in this Notice of General Meeting to be in the best interests of Investec plc and its shareholders and recommend that you vote in favour of the Resolution, as the directors of Investec plc intend to do in respect of their own beneficial holdings.

------------------------------------------ David Miller Company Secretary 20 July 2016