Results of General Meeting Imperial Holdings Limited (Incorporated in the Republic of South Africa) (Registration number: 1946/021048/06) Ordinary share code: IPL ISIN: ZAE000067211 Preference share code: IPLP ISIN: ZAE000088076 (“Imperial”) RESULTS OF THE ELIGIBLE SHAREHOLDER GENERAL MEETING AND COMBINED GENERAL MEETING Shareholders are referred to the announcement released by Imperial on 13 August 2018 in which Imperial announced its intention to propose a repurchase of 100% of the outstanding non-redeemable, cumulative, non- participating preference shares in the issued share capital of Imperial (“Preference Shares”) by way of a scheme of arrangement (“the Scheme”) in terms of section 114(c) of the Companies Act, No. 71 of 2008 and the Circular posted by Imperial to Shareholders on Thursday, 16 August 2018 (“the Circular”) to propose the Scheme and convene the Meetings on Friday, 14 September 2018. Capitalised terms used in this announcement bear the same meaning as the capitalised and defined terms used in the Circular. Further to the Circular, Shareholders are advised that the voting results of the Meetings held on Friday, 14 September 2018 were as follows: Results of the Eligible Shareholder General Meeting Resolution Number of Percentage of For** Against** Abstained* Preference Preference % % * Shares Shares in % voted issue* Special resolution: Approval of the Scheme in terms of section 114(1)(c) 2 469 918 54.40% 87.57% 12.43% 0.00% read with section 115(2)(a) of the Companies Act *Based on 4 540 041 Preference Shares in issue. **In relation to the total number of Preference Shares voted at the Eligible Shareholder General Meeting. Based on the above, the Scheme Resolution was passed by the requisite majority of Eligible Shareholders present in person or represented by proxy at the Eligible Shareholder General Meeting. Results of the Combined General Meeting Resolution Number of Percentage For*** Against*** Abstained*** Shares of Shares in % % % voted issue Special resolution number 1: 118 653 135 56.60% 98.27% 1.71% 0.03% Specific repurchase of Preference Shares in terms of paragraph 5.69 of the Listings Requirements and article 16.3 of the MOI Special resolution number 2: Acquisition of more than 5% of the issued 121 081 924 56.53% 98.33% 1.67% 0.02% Preference Shares in terms of section 48(8)(b) read with sections 114 and 115 of the Companies Act *Based on 214 180 921 Shares in issue. **Based on 214 180 921 Shares in issue excluding preference shares. ***In relation to the total number of Shares voted at the Combined General Meeting. Based on the above, the Repurchase Resolutions were passed by the requisite majority of Shareholders present in person or represented by proxy at the Combined General Meeting. The Scheme remains subject to the fulfilment, or waiver (if applicable), of the Conditions Precedent, by no later than 17:00 on Tuesday, 2 October 2018 or such later time and date as Imperial may in its sole discretion determine (and subject to approval from the Panel), as detailed in the Circular. Shareholders will be advised once all the remaining Conditions Precedent to the Scheme have been fulfilled or not-fulfilled (as the case may be). The remaining salient dates and times relating to the finalisation and implementation of the Scheme are as set out in the Circular. Note that these dates and times have not changed from those dates and times set out in the Circular. Any material amendments to those dates and times will be announced on SENS and published in the South African press. Johannesburg 14 September 2018 Financial Advisor and Transaction Sponsor The Standard Bank of South Africa Limited Legal Advisor Bowmans Gilfillan Inc. Independent Expert PricewaterhouseCoopers Corporate Finance Proprietary Limited Independent Reporting Accountants Deloitte & Touche JSE Sponsor Merrill Lynch SA Proprietary Limited DISCLAIMER Nothing in this announcement constitutes (or forms part of) any offer for the sale of, or solicitation of any offer to purchase or subscribe for, any securities of Imperial in any jurisdiction. The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in any such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions. Failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Date: 14/09/2018 01:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 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