RMB HOLDINGS LIMITED - Results of the general meeting

Results of the general meeting

RMB HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1987/005115/06)
Share code: RMH
ISIN: ZAE000024501
("RMH" or the "Company")

RESULTS OF THE GENERAL MEETING


1.    INTRODUCTION

      RMH shareholders (Shareholders) are referred to the circular posted to Shareholders on
      Monday, 25 July 2022 (Circular), which Circular incorporated a notice convening a general
      meeting of Shareholders in connection with the approval by Shareholders of the proposed
      disposal by RMH Property Holdco 2 Proprietary Limited, a subsidiary of RMH, of all the
      shareholder loan claims and the A ordinary shares held by it in Atterbury Europe Holding B.V.
      (Atterbury Europe) (representing 37.5% of the total issued A ordinary shares in Atterbury
      Europe) to Brightbridge Real Estate Limited for a purchase consideration amounting to
      ZAR1 750 000 000 and on terms and conditions customary for transactions of this nature
      (the Disposal).

      Unless expressly defined in this announcement, or the context indicates otherwise, capitalised
      terms herein have the meanings ascribed to them in the Circular.

2.    RESULTS OF THE GENERAL MEETING

      Shareholders are hereby advised that pursuant to the General Meeting, held entirely through
      electronic communication today, Tuesday, 23 August 2022, all the ordinary and special
      resolutions required to give effect to the Disposal were approved by the requisite majority of
      votes.

      Details of the results of the voting at the General Meeting are set out below:

       Resolutions       Votes cast disclosed as a         Number of      Shares voted            Shares
                         percentage in relation to       Shares voted     disclosed as         abstained
                            the total number of                           a percentage      disclosed as
                            Shares voted at the                         in relation to      a percentage
                                  meeting                                    the total    in relation to
                              For           Against                             issued         the total
                                                                               Shares*            issued
                                                                                                 Shares*

       Special             97.52%             2.48%      839 253 530           59.45%             0.05%
       Resolution
       Number 1
       Approval of
       the Disposal
       in terms of the
       Companies
       Act and the
       JSE Listings
       Requirements

       Special             97.52%             2.48%      839 255 596            59.45%            0.05%
       Resolution
       Number 2
       Revocation of
       Special
       Resolution
       Number 1 if
       the Disposal
       is not
       proceeded
       with

       Ordinary            97.52%             2.48%      839 255 016            59.45%            0.05%
       Resolution
       Number 1
       Granting of
       Directors’
       authority

      Note:
      * The total number of Shares in issue as at the date of the General Meeting was: 1 411 703 218 Shares.

3.    CONDITIONS PRECEDENT TO THE DISPOSAL

      Shareholders should note that the implementation of the Disposal remains subject to the
      fulfilment or waiver, if applicable, of certain remaining conditions precedent. RMH will keep
      Shareholders apprised, and further announcements will be released on SENS, regarding the
      fulfilment or waiver (as the case may be) of the remaining conditions precedent and the
      implementation of the Disposal.

4.    RESPONSIBILITY STATEMENT

      The RMH Board and the Independent Board accepts full responsibility for the accuracy of the
      information contained in this announcement. In addition, the RMH Board and the Independent
      Board confirm that to the best of its knowledge and belief, the information contained in this
      announcement, is true and correct and, where appropriate, does not omit anything that is likely
      to affect the importance of the information contained herein, and that all reasonable enquiries to
      ascertain such information has been made.

Sandton
23 August 2022

Sponsor
Rand Merchant Bank, a division of FirstRand Bank Limited

Legal Advisor
Webber Wentzel

Date: 23-08-2022 02:43:00
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