BARCLAYS AFRICA GROUP LIMITED Incorporated in the Republic of South Africa Registration number: 1986/003934/06 ISIN: ZAE000174124 JSE share code: BGA ("the Company") RESULTS OF THE 2017 ANNUAL GENERAL MEETING (AGM)

Shareholders are advised that at the AGM of the Company held on Tuesday, 16 May 2017, all the resolutions set out in the notice of AGM sent to shareholders together with the integrated report for the year ended 31 December 2016, were passed by the requisite majority of votes. A total of 765 956 820 shares were present or represented at the meeting, representing no less than 90% of the Company's total issued ordinary share capital.

Ordinary resolutions

Number of shares voted (for or against):

Shares voted for:

Shares voted against:

Shares abstained:

1. To consider and endorse the Company's financial statements

765 613 275

765 613 135

140

343 545

% of total issued shares

% of shares voted

% of shares voted

% of total issued shares

90.31%

99.99998%

0.00002%

0.04%

2. To re-appoint the Company's auditors

2.1 Ernst & Young Inc

764 359 402

703 728 667

60 630 735

1 597 418

% of total issued shares

% of shares voted

% of shares voted

% of total issued shares

90.16%

92.07%

7.93%

0.19%

2.2 KPMG Inc

765 044 427

765 035 421

9 006

912 393

% of total shares

% of shares voted

% of shares voted

% of total issued shares

90.24%

99.99882%

0.00118%

0.11%

3. To re-elect retiring directors

3.1 Alex Darko

765 775 635

749 801 539

15 974 096

178 185

% of total issued shares

% of shares voted

% of shares voted

% of total issued shares

90.33%

97.91%

2.09%

0.02%

3.2 Ashok Vaswani

765 720 648

722 749 772

42 970 876

236 169

% of total issued shares

% of shares voted

% of shares voted

% of total issued shares

90.32%

94.39%

5.61%

0.03%

3.3 Francis Okomo-Okello

765 779 740

764 588 663

1 191 077

177 077

% of total issued shares

% of shares voted

% of shares voted

% of total issued shares

90.33%

99.84%

0.16%

0.02%

3.4 Peter Matlare

765 779 220

763 085 425

2 693 795

177 600

% of total issued shares

% of shares voted

% of shares voted

% of total issued shares

90.33%

99.65%

0.35%

0.02%

3.5 Trevor Munday

765 779 040

763 865 590

1 913 450

177 777

% of total issued shares

% of shares voted

% of shares voted

% of total issued shares

90.33%

99.75%

0.25%

0.02%

3.6 Yolanda Cuba

765 718 828

746 486 200

19 232 628

237 992

% of total issued shares

% of shares voted

% of shares voted

% of total issued shares

90.32%

97.49%

2.51%

0.03%

4. To confirm the appointment of new directors appointed after the last AGM

4.1 Dhanasagree (Daisy) Naidoo

765 780 093

745 668 910

20 111 183

176 727

% of total issued shares

% of shares voted

% of shares voted

% of total issued shares

90.33%

97.37%

2.63%

0.02%

4.2 Jason Quinn

765 781 213

764 580 645

1 200 568

175 607

% of total issued shares

% of shares voted

% of shares voted

% of total issued shares

90.33%

99.84%

0.16%

0.02%

4.3 René van Wyk

765 781 213

765 780 844

369

175 607

% of total

% of shares

% of

% of total

issued shares

voted

shares voted

issued shares

90.33%

99.99995%

0.00005%

0.02%

5. To re-elect and elect the members of the Group Audit and Compliance Committee

5.1 Alex Darko

765 778 635

764 601 248

1 177 387

178 185

% of total issued shares

% of shares voted

% of shares voted

% of total issued shares

90.33%

99.85%

0.15%

0.02%

5.2 Colin Beggs

765 779 040

764 602 653

1 176 387

177 777

% of total shares

% of shares voted

% of shares voted

% of total issued shares

90.33%

99.85%

0.15%

0.02%

5.3 Mohamed Husain

765 720 651

757 383 853

8 336 798

236 169

% of total shares

% of shares voted

% of shares voted

% of total issued shares

90.32%

98.91%

1.09%

0.03%

5.4 Paul O'Flaherty

765 762 777

764 585 390

1 177 387

177 777

% of total shares

% of shares voted

% of shares voted

% of total issued shares

90.33%

99.85%

0.15%

0.02%

5.5 Dhanasagree (Daisy) Naidoo

765 780 093

751 748 150

14 031 943

176 727

% of total shares

% of shares voted

% of shares voted

% of total issued shares

90.33%

98.17%

1.83%

0.02%

5.6 René van Wyk

765 781 210

765 780 841

369

175 607

% of total shares

% of shares voted

% of shares voted

% of total issued shares

90.33%

99.99995%

0.00005%

0.02%

6. To place unissued shares under the control of the

761 565 071

698 656 852

62 908 219

4 391 749

% of total shares

% of shares voted

% of shares voted

% of total issued shares

directors

89.83%

91.74%

8.26%

0.52%

7. Non-binding advisory vote on the Company's remuneration policy

765 762 979

580 039 137

185 723 842

193 841

% of total shares

% of shares voted

% of shares voted

% of total issued shares

90.33%

75.75%

24.25%

0.02%

Special resolutions

Number of shares voted (for or against):

Shares voted for:

Shares voted against:

Shares abstained:

1. Special resolution to sanction the proposed remuneration of the non- executive directors, payable from 1 May 2017

765 771 062

750 657 158

15 113 904

185 758

% of total issued shares

% of shares voted

% of shares voted

% of total issued shares

90.33%

98.03%

1.97%

0.02%

2. Special resolution regarding the authority for a general repurchase of ordinary shares of the Company

765 774 572

756 458 515

9 316 057

182 248

% of total issued shares

% of shares voted

% of shares voted

% of total issued shares

90.33%

98.78%

1.22%

0.02%

3. Special resolution on Financial Assistance - section 45 of the Companies Act

761 570 734

755 206 562

6 364 172

4 386 086

% of total issued shares

% of shares voted

% of shares voted

% of total issued shares

89.83%

99.16%

0.84%

0.52%

The special resolutions will be lodged with the Companies and Intellectual Property Commission (CIPC) in due course and, where appropriate, the Registrar of Banks.

Johannesburg 16 May 2017

Barclays Africa Group Limited published this content on 16 May 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 16 May 2017 18:52:21 UTC.

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