RMB HOLDINGS LIMITED - Results of the voting in terms of section 60 of the Companies Act, 71 of 2008

Results of the voting in terms of section 60 of the Companies Act, 71 of 2008

RMB HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/005115/06)
ISIN: ZAE000024501
JSE ordinary share code: RMH

RESULTS OF THE VOTING IN TERMS OF SECTION 60 OF THE COMPANIES ACT, 71 OF 2008 ("ACT")

Shareholders are referred to the announcement released on the Stock Exchange News Service of the JSE Limited on
30 March 2015 in respect of the special resolutions in terms of section 60 of the Act relating to the adoption of a new
memorandum of incorporation (MOI) which makes provision for an additional class of no par value preference shares.

Shareholders are advised that the special resolutions have been approved on 6 May 2015 and adopted in terms of
section 60 of the Act. The voting results for ordinary shareholders were as follows:

                                                 Number of
                                                   shares       % of shares
Resolution proposed                                 voted*          voted **      For %***     Against%***   Abstain%**
Special resolution number 1
Substitution of the existing MOI by the
adoption of the revised MOI                      952 608 488       67.47937       88.55397      11.44603       0.76085
Special resolution number 2
Creation of the additional no par value
preference shares                                952 608 488       67.47937       99.79804       0.20196       0.06284

*        Including abstentions
**       In relation to the number of ordinary shares in issue on 24 April 2015
***      In relation to the total number of ordinary shares voted (excluding abstentions)

The preference shareholders, holding 11 800 cumulative redeemable preference share with a par value of R0.01 each,
voted in favour of both special resolutions.

The special resolutions will be lodged for registration with the Companies and Intellectual Property Commission in due
course.

Sandton
7 May 2015

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

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