RMB HOLDINGS LIMITED - Report on proceedings at annual general meeting

Report on proceedings at annual general meeting

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

REPORT ON PROCEEDINGS AT ANNUAL GENERAL MEETING

At the twenty ninth annual general meeting (“AGM”) of the shareholders of RMH held on Thursday, 24 November 2016, all the ordinary and special
resolutions proposed at the meeting were approved by the requisite majority of votes. In this regard, RMH confirms the voting statistics from the AGM as
follows:

                                            Votes carried disclosed as a                                Shares voted     Shares abstained
                                           percentage in relation to the                              disclosed as a       disclosed as a
                                         total number of shares voted at                               percentage in        percentage in
                                                             the meeting             Number of       relation to the      relation to the
Resolutions                                                            %          shares voted    total issued share   total issued share                                     
                                                                                                            capital*             capital*
                                                    For          Against                                           %                    %                                                                                     
                                                    
Ordinary resolutions

1. Re-election of directors
1.1 Gerrit Thomas Ferreira                        91.35             8.65         1 081 910 167                 76.64                 0.06
1.2 Johan Petrus Burger                           91.75             8.25         1 081 910 167                 76.64                 0.06
1.3 Sonja Emilia Ncumisa De Bruyn
Sebotsa                                           99.81             0.19         1 081 910 167                 76.64                 0.06
1.4 Patrick Maguire Goss                          88.47            11.53         1 081 910 167                 76.64                 0.06
1.5 Khehla Cleopas Shubane                        97.19             2.81         1 081 910 167                 76.64                 0.06
    Election of director
1.6 Francois Knoetze                              91.68             8.32         1 081 910 167                 76.64                 0.06
2. Advisory endorsement of
remuneration policy                               88.80            11.20         1 081 661 358                 76.62                 0.08
3. Place of 5% (five percent) of
unissued ordinary shares under the                94.47             5.53         1 081 904 259                 76.64                 0.06
control of the directors
4. General authority to issue
ordinary shares for cash                          94.48             5.52         1 081 905 309                 76.64                 0.06
5. Approval of re-appointment of                  99.67             0.33         1 081 906 409                 76.64                 0.06
auditor                                                 
6. Appointment of audit and risk
committee members
6.1 Jan Willem Dreyer                             99.13             0.87         1 081 448 540                 76.61                 0.09
6.2 Sonja Emilia Ncumisa De Bruyn-
Sebotsa                                           99.67             0.33         1 081 448 540                 76.61                 0.09
6.3 Per-Erik Lagerstrom                          100.00             0.00         1 081 908 617                 76.64                 0.06

Special resolutions

1. Approval of non-executive
directors’ remuneration with effect 1            100.00             0.00         1 081 888 823                 76.64                 0.06
December 2016
2. General authority to repurchase
company shares                                    98.84             1.16         1 081 878 085                 76.64                 0.06
3. Adoption of revised memorandum
of incorporation                                  87.44            12.56         1 081 905 408                 76.64                 0.06

*Total issued share capital is 1 411 703 218.

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

Sandton
28 November 2016

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

Date: 28/11/2016 01:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.