Investec PLC — Proxy Solicitation & Information Statement 2017

Jun 30, 2017

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Investec plc

Form of Proxy (SA)

Common business: 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 Fani Titi as a director of Investec plc and Investec Limited ☐ ☐ ☐
15. 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 2017 ☐ ☐ ☐
16. Authority to take action in respect of the resolutions ☐ ☐ ☐

Ordinary business: Investec Limited

1. To present the audited financial statements of Investec Limited for the year ended 31 March 2017, 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 six-month period ended 30 September 2016 ☐ ☐ ☐
3. Subject to the passing of resolution No 31, to declare a final dividend on the ordinary shares and the SA DAS share in Investec Limited for the year ended 31 March 2017 ☐ ☐ ☐
4. To reappoint Ernst & Young Inc. as joint auditors of Investec Limited ☐ ☐ ☐
5. To reappoint 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 ☐ ☐ ☐

For	Against	Abstain
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☐	☐	☐
☐	☐	☐
☐	☐	☐

☐ ☐
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FOR
HERE

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	For	Against	Abstain
26 Special resolution No 2: Directors' authority to acquire Class ILRP2 redeemable, nonparticipating preference shares, any other redeemable, non-participating preference shares and non-redeemable, non-cumulative, non-participating preference shares	☐	☐	☐
27 Special resolution No 3: Financial assistance	☐	☐	☐
28 Special resolution No 4: Non-executive directors' remuneration	☐	☐	☐
Investec plc Ordinary business: Investec plc
29 To receive and adopt the audited financial statements of Investec plc for the year ended 31 March 2017, together with the reports of the directors and the auditors	☐	☐	☐
30 To sanction the interim dividend paid by Investec plc on the ordinary shares in Investec plc for the six-month period ended 30 September 2016	☐	☐	☐
31 Subject to the passing of resolution No 19, to declare a final dividend on the ordinary shares in Investec plc for the year ended 31 March 2017	☐	☐	☐
32 To reappoint 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
33 Directors' authority to allot shares and other securities	☐	☐	☐
Special resolutions
34 Special resolution No 5: Directors' authority to purchase ordinary shares	☐	☐	☐
35 Special resolution No 6: Authority to purchase preference shares	☐	☐	☐
Ordinary resolution
36 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 initialed by the signatory or signatories.
9. The return of this form will not prevent you from attending the meeting and voting in person.
10. This proxy must be received by the Company's Registrars:

Computershare Investor Services Pty Ltd

70 Marshall Street

Johannesburg 2001

OR

PO Box 61051

Marshalltown, 2107

not later than 12.00 pm (SA time) on Tuesday 08 August 2017. 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.

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