Investec PLC — Proxy Solicitation & Information Statement 2016

Jun 30, 2016

+

FOLD HERE

Before completing this form, please see the explanatory notes.

I/We hereby appoint the Chairman of the Meeting OR the following person: (The proxy need not be a member of the Company).

Please leave this box blank if you have selected the Chairman. Do not insert your own name(s).

as my/our proxy to attend and vote on my/our behalf at the Annual General Meeting of Investec plc to be held at 2 Gresham Street, London EC2V 7QP at 11.00 am (UK time) on Thursday 04 August 2016 or at any adjournment of such meeting. I/We would like my/our proxy to vote on the resolutions proposed at the meeting as indicated on this form. Unless otherwise instructed, the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature (Please sign in the box above)
Any one joint holder may sign

			2	0	1	6

Date

• ☐ Please tick here to indicate that this proxy appointment is one of multiple appointments being made.

Kindly Note: This form is issued only to the addressee(s) and is specific to the class of security and the unique designated account printed hereon.

This personalised form is not transferable between different (i) account holders; (ii) classes of security; or (iii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

Investec plc

Form of Proxy (UK)

Common business: Investec plc and Investec Limited

To consider and if deemed fit to pass, with or without modification, the following ordinary resolutions of Investec plc and Investec Limited

1. To re-elect Zarina Bibi Mahomed Bassa as a director of Investec plc and Investec Limited.
2. To re-elect Glynn Robert Burger as a director of Investec plc and Investec Limited.
3. To re-elect Laurel Charmaine Bowden as a director of Investec plc and Investec Limited.
4. To re-elect Cheryl Ann Carolus as a director of Investec plc and Investec Limited.
5. To re-elect Peregrine Kenneth Oughton Crosthwaite as a director of Investec plc and Investec Limited.
6. To re-elect Hendrik Jacobus du Toit as a director of Investec plc and Investec Limited.
7. To re-elect David Friedland as a director of Investec plc and Investec Limited.
8. To re-elect Charles Richard Jacobs as a director of Investec plc and Investec Limited.
9. To re-elect Bernard Kantor as a director of Investec plc and Investec Limited.
10. To re-elect Ian Robert Kantor as a director of Investec plc and Investec Limited.
11. To re-elect Stephen Koseff as a director of Investec plc and Investec Limited.
12. To re-elect Lord Malloch-Brown as a director of Investec plc and Investec Limited.
13. To re-elect Khumo Lesego Shuenyane as a director of Investec plc and Investec Limited.
14. To re-elect Peter Richard Suter Thomas as a director of Investec plc and Investec Limited.
15. To re-elect Fani Titi as a director of Investec plc and Investec Limited.
16. To approve the dual listed companies' (DLC) directors' remuneration report (other than the part containing the directors' remuneration policy) for the year ended 31 March 2016.
17. Authority to take action in respect of the resolutions.

For	Against	Abstain
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐

Ordinary Business: Investec Limited

1. To present the audited financial statements of Investec Limited for the year ended 31 March 2016, together with the reports of the directors, the auditors, the chairman of the audit committee and the chairman of the social and ethics committee.
2. 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 2015.
3. Subject to the passing of resolution No 33, to declare a final dividend on the ordinary shares and the SA DAS share in Investec Limited for the year ended 31 March 2016.
4. To re-appoint Ernst & Young Inc. as joint auditors of Investec Limited.
5. To re-appoint KPMG Inc. as joint auditors of Investec Limited.

Special business: Investec Limited

Ordinary resolutions

1. Directors' authority to issue up to 5% of the unissued ordinary shares.
2. Directors' authority to issue the unissued variable rate, cumulative, redeemable preference shares and the unissued non-redeemable, non-cumulative, non-participating preference shares.
3. Directors' authority to issue the unissued special convertible redeemable preference shares.

Special Resolutions

1. Special resolution No 1: Directors' authority to acquire ordinary shares.

☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐

Non-voting resolution

☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐

☐
☐
☐

133876_10_RUN_ON/000001/000001/i

12A2QC D02

---

For Against Abstain

1. Special resolution No 2: Directors' authority to acquire Class ILRP1 redeemable, non-participating preference shares. Class ILRP2 redeemable, non-participating preference shares, any other redeemable, non-participating preference shares and non-redeemable, non-cumulative, non-participating preference shares.
2. Special resolution No 3: Financial assistance.
3. Special resolution No 4: Non-executive directors' remuneration.
4. Special resolution No 5: Amendment to the Memorandum of Incorporation of Investec Limited.

Investec plc

Ordinary business: Investec plc

1. To receive and adopt the audited financial statements of Investec plc for the year ended 31 March 2016, together with the reports of the directors and the auditors.
2. 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 2015.
3. Subject to the passing of resolution No 20, to declare a final dividend on the ordinary shares in Investec plc for the year ended 31 March 2016.
4. To re-appoint Ernst & Young LLP as auditors of Investec plc and to authorise the directors of Investec plc to fix their remuneration.

Special business: Investec plc

Ordinary resolution

1. Directors' authority to allot shares and other securities.
2. Special Resolution
3. Special resolution No 6: Directors' authority to purchase ordinary shares.
4. Political donations.

Notes

1. A shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy (who need not be a shareholder of the Company) to attend, and, on a poll, to vote in the shareholder's place. Each resolution is to be decided on a poll and a shareholder or proxy shall have one vote for every share held. If you do not indicate how you wish your proxy to use your vote (by placing a cross in the relevant boxes) on any particular matter or motion put to the meeting, the proxy will exercise their discretion as to how to vote.
2. The "Abstain" option is provided to enable you or your proxy to abstain from voting on any resolution. However, it should be noted that a vote to Abstain is not a vote in law and will not be counted in the calculation of the proportion of votes cast "For" or "Against" a resolution.
3. The date must be filled in on this form of proxy when it is signed.
4. To appoint more than one proxy, one or more additional proxy forms may be obtained by contacting the Registrar at the address below or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
5. If you are signing in a representative capacity, whether for another person or for an organisation, then, in order for this form to be valid, you must include a power of attorney or other written authority that authorises you to sign (or a certified copy of such power or authority).
6. In the case of a company, this form of proxy should either be sealed by the company or signed by a director or an authorised signatory (and the provisions of paragraph 4 shall apply to such authorised signatory).
7. In the case of joint shareholders only one need sign. If more than one joint shareholder votes, whether in person or by proxy, only the most senior shareholder who renders a vote, whether in person or by proxy, will be counted. For this purpose, seniority is determined by the order in which shareholders' names appear in the register for that share.
8. Any alteration or correction made to this form of proxy must be initialled by the signatory or signatories.
9. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
10. 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 specifications and must contain the information required for such instructions as described in the CREST Manual (available via www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of proxy or 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 the issuer's agent (ID 3RA50) by the latest time for receipt of proxy appointments specified in Note 12 below. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
11. The return of this form will not prevent you from attending the meeting and voting in person.
12. This proxy must be received by the Company's Registrars:

Computershare Investor Services PLC

The Pavilions,
Bridgwater Road,
Bristol, BS99 6ZY

not later than 11.00 am (UK time) on Tuesday 02 August 2016. Proxy forms received after this time will not be valid.

Directions to the offices of Investec plc, 2 Gresham Street, London

Please take the underground to St Paul's tube. Leave the station via exit one and walk straight towards the Museum of London (along St Martin's Le Grand) and take the first street on your right.

12A2QC D02