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Results of the Section 60 Ordinary Resolution
RAND MERCHANT INVESTMENT HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2010/005770/06)
JSE ordinary share code: RMI
ISIN: ZAE000210688
(“RMI” or the "Company")
RESULTS OF THE SECTION 60 ORDINARY RESOLUTION
Shareholders of the Company (the "RMI Shareholders") are referred to the announcement released on the Stock
Exchange News Service of the JSE on Tuesday, 19 September 2017 wherein RMI Shareholders were advised that the
ordinary resolution authorising -
(i) the approval of the capitalisation, upon the recommendation of the board of directors of the Company (the
"Directors"), of up to R978 697 424.90 (being an amount standing to the credit of the Company's distributable
reserves) (the "Capitalised Amount");
(ii) the Directors to allot and issue (and to apply the Capitalised Amount to any issuance of the Capitalisation
Shares, as defined below) up to a maximum of 25 755 195 RMI ordinary shares with a par value of R0.0001
each (“RMI Shares”) (fully paid up and having an aggregate notional issue price of up to the Capitalised Amount)
as capitalisation shares (the "Capitalisation Shares") to RMI Shareholders; and
(iii) the issue of such number of ordinary shares with a par value of R0.0001 each (the "Reinvestment Shares") as
the Directors in their discretion may determine in terms of any reinvestment option provided to RMI Shareholders
in relation to or in connection with the cash dividend (as declared), provided that the number of RMI Shares
authorised to be issued as Capitalisation Shares and/or Reinvestment Shares shall not in aggregate exceed
25 755 195 RMI shares.
(together, the "Ordinary Resolution"), was supported by sufficient RMI Shareholders entitled to exercise voting rights
in relation to the Ordinary Resolution and that the Ordinary Resolution has consequently been adopted in terms of
section 60(2) of the Companies Act, 71 of 2008 (the "Act").
In terms of section 60(1) of the Act, a resolution that could be voted on at a shareholders' meeting may instead be
submitted for consideration to the shareholders entitled to exercise voting rights in relation to that resolution, and voted
on in writing by such shareholders within 20 business days after the resolution was submitted to them.
The Ordinary Resolution was submitted for consideration to RMI Shareholders on Tuesday, 19 September 2017 and
the 20-business day period within which RMI shareholders were entitled to exercise voting rights on the Ordinary
Resolution has expired. The results of the Ordinary Resolution are as follows:
% RMI For % Against % Abstained %
Shares voted relative to the relative to the relative to the
Number of RMI relative to the RMI number of RMI number of RMI RMI Shares in
Shares voted Shares in issue* Shares voted Shares voted issue*
1 188 022 225 78.90% 99.82% 0.18% 0.01%
*Expressed as a percentage of 1 505 688 346 RMI Shares in issue as at Friday, 8 September 2017, being the Voting Record Date.
Sandton
25 October 2017
Corporate broker, financial adviser and transaction sponsor Legal advisers
Deutsche Securities (SA) Proprietary Limited Webber Wentzel
Date: 25/10/2017 11:44:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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