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135

INTEGRATED REPORT 2017

FORM OF PROXY

RELATING TO THE 11TH ANNUAL GENERAL MEETING OF THE COMPANY

For use by the holders of certificated shares and/or dematerialised shares held through a broker or Central Securities. Depository

Participant (“CSDP”) who have selected “own name” registration, registered as such at the close of business on the voting record

Date, at the Annual General Meeting to be held at 10h00 at the AfroCentric Distribution Services Offices, The Greens Office Park,

Building L, 26 Charles De Gaulle Crescent, Highveld Ext 12, Centurion, on Wednesday, 8 November 2017 or any postponement

or adjournment thereof.

The form of proxy may also be handed to the chairman of the Annual General Meeting or adjourned or postponed Annual General

Meeting before the Annual General Meeting is due to commence or recommence.

Dematerialised shareholders who have not selected “own name” registration must not complete this form.

They must inform their broker or CSDP timeously of their intention to attend and vote at the Annual General Meeting or be

represented by proxy thereat in order for the broker or CSDP to issue them with the necessary letter of representation to do so or

provide the broker or CSDP timeously with their voting instructions should they not wish to attend the Annual General Meeting in

order for the broker or CSDP to vote in accordance with their instructions at the Annual General Meeting.

I/We (FULL NAMES IN BLOCK LETTERS PLEASE)

of (address) (BLOCK LETTERS PLEASE)

Telephone no: (WORK) (area code)

Cell phone no:

Telephone no: (HOME) (area code)

Email address:

being the holder/s of

shares hereby appoint

1.

or failing him/her

2.

or failing him/her

3. the chairman of the Annual General Meeting

as my/our proxy to act for me/us on my/our behalf at the Annual General Meeting of in accordance with the following instructions

(see note 2):

For

Against

Abstain

Ordinary Resolutions

1.

Election of directors

1.1 Mr SE Mmakau

1.2 Ms HG Motau

2.

Retirement and re-election of directors

2.1 Dr ND Munisi

2.2 Mr MI Sacks

2.3 Mr JM Kahn

3.

Appointment of Chairman and Members to the Audit Committee

3.1 Ms LL Dhlamini (Chairman)

3.2 Mr SE Mmakau

3.3 Ms HG Motau

4.

Re-appointment of independent External Auditor

5.

General authority to issue shares for cash

6.

Approval of the remuneration policy

7.

Approval of the remuneration implementation report

8.

Adoption of the Group Long-Term Incentive Plan

9.

Authorise directors and/or company secretary

Special Resolutions

1.

Approval of Non-Executive Directors remuneration

2.

General authority to repurchase shares

3.

Financial assistance to a related or Inter-related company or companies

4.

Financial assistance for subscription of shares to related or Inter-related

companies

* One vote per share held by shareholders on the voting record date.

Please read the following notes and instructions carefully – AfroCentric Investment Corporation Limited (incorporated

in the Republic of South Africa) (Registration number: 1988/000570/06) JSE Share code: ACT ISIN: ZAE000078416

(“AfroCentric” or “the Company”) 116 AfroCentric INTEGRATED ANNUAL REPORT 2017 Notes: