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RMBH:  49   +1 (+2.08%)  12/06/2026 19:00

RMB HOLDINGS LIMITED - Changes to the board of directors and change in registered office

Release Date: 12/06/2026 12:00
Code(s): RMH     PDF:  
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Changes to the board of directors and change in registered office

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


CHANGES TO THE BOARD OF DIRECTORS AND CHANGE IN REGISTERED OFFICE

RMH Shareholders ("Shareholders") are referred to the results of the extraordinary general meeting of RMH
Shareholders ("General Meeting") held on Friday, 29 May 2026, which were released on SENS on that day.

Following the approval of the resolutions proposed at the General Meeting, including the election of the new board
of directors ("New RMH Board"), RMH is pleased to confirm the following changes to the board of directors of the
Company ("Board"), with effect from the conclusion of the General Meeting on 29 May 2026.

RESIGNATIONS

The following directors have resigned from the Board and sub-committees with effect from the conclusion of the
General Meeting. The Board records its sincere appreciation for their leadership and significant contribution to the
Company, particularly in the successful execution of RMH's monetisation strategy over the past six years:

 Name                                                      Position

 Herman Bosman                                             Chairman (non-executive)

 Sonja De Bruyn                                            Independent non-executive director

 Per Lagerström                                            Independent non-executive director

 Mamongae Mahlare                                          Independent non-executive director

 Murphy Morobe                                             Independent non-executive director (Lead independent)



APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

The following independent non-executive directors were elected with effect from the conclusion of the General
Meeting, following a nomination process that involved RMH Shareholders and evaluation against the composition,
qualification and eligibility requirements of the Companies Act no 71 of 2008 (the "Companies Act"), the JSE Listings
Requirements, the Company's memorandum of incorporation and the New RMH Board meeting held on 10 June
2026:

 Name:                         Andrew Brooking
 Age:                          61
 Qualifications:               BA LLB (with distinction); LLM (cum laude) (Notre Dame, USA)
 Nationality:                  South African
 Role:                         Independent non-executive director
 Background:                   Mr Brooking co-founded Java Capital, where he has been active in mergers and
                               acquisitions and equity capital markets for nearly three decades. He is particularly
                               experienced in the JSE-listed property sector, having led Java Capital's advisory
                               activities in numerous IPOs, mergers and capital raisings.

 Name:                         Nicolaas Kruger
 Age:                          58
 Qualifications:               BCom Mathematics (cum laude) (Stellenbosch University); Fellow of the Faculty of
                               Actuaries; Fellow of the Actuarial Society of South Africa; Advanced Management
                               Programme (Oxford University); Chartered Director CD(SA)
 Nationality:                  South African
 Role:                         Independent non-executive director
 Background:                   Mr Kruger is a business executive with more than 35 years of experience in South
                               Africa. He served as Group CEO of Momentum Metropolitan Holdings Limited for
                               several years up to the beginning of 2018, previously serving as Chief Actuary of
                               Momentum Limited. He currently holds non-executive directorships across various
                               industries, including Sanlam Limited, BrightRock (chairman), Afrimat Limited, We
                               Buy Cars Holdings Limited, Gen Re Africa, VKB Beleggings (co-opted), and Granor
                               Passi.

 Name:                         Dr Pine Pienaar
 Age:                          68
 Qualifications:               DEng; Pr Eng
 Nationality:                  South African
 Role:                         Independent non-executive director
 Background:                   Dr Pienaar has over 40 years of consulting engineering experience, with a career
                               that began in construction before transitioning to specialisation in roads and
                               transportation. Dr Pienaar has maintained a keen interest in the property market and
                               the REIT sector throughout his career.


APPOINTMENT OF EXECUTIVE DIRECTORS

The following executive directors were appointed at the New RMH Board meeting held on 10 June 2026:

 Name:                         Gideon Johannes Oosthuizen
 Age:                          58
 Qualifications:               B Eng (Mech)
 Nationality:                  South African
 Role:                         Chief Executive Officer
 Background:                   Mr Oosthuizen is an experienced property sector executive with extensive expertise
                               in real estate investment, development, and corporate governance. He has been
                               with Atterbury Property Group since 2005. He was a founding director of Attacq
                               Limited (2006–2013) and MAS Real Estate (2009–2018) and also served on the
                               board of Atterbury Europe from its establishment in 2014 until 2019. Over his career,
                               he has played a key role in developing and scaling multiple property platforms.


 Name:                         Adriaan van Rooyen
 Age:                          42
 Qualifications:               CA (SA)
 Nationality:                  South African
 Role:                         Financial director
 Background:                   Mr van Rooyen is a Chartered Accountant (SA) with over 20 years' experience
                               across the property, gaming, and professional services sectors. He currently serves
                               as Group Head of Reporting and Tax at Atterbury Property Group, where he
                               oversees financial reporting, taxation, IT governance, and internal controls. His
                               experience includes IFRS reporting, corporate governance, capital transactions, and
                               finance transformation initiatives, including large-scale ERP implementations.


In compliance with paragraph 6.73 of the JSE Listings Requirements, the Board confirms that the requisite fit and
proper assessment in terms of paragraph 5.6 of the JSE Listings Requirements was conducted and it is satisfied with
the outcome of the assessment. The Company further confirms that there are no matters requiring disclosure in
relation to the JSE Schedule 1 document outlining the director's declarations, completed in compliance with
paragraph 6.74 of the JSE Listings Requirements.

CONSTITUTION OF BOARD COMMITTEES AND APPOINTMENT OF CHAIRMAN

The New RMH Board constituted its sub-committees on 10 June 2026 as follows:


 Committee                                         Position         Director

 New RMH Board                                     Chairman         Dr Pine Pienaar (Independent non-executive)


 Audit and Risk committee                          Chairman         Nicolaas Kruger (Independent non-executive)
                                                   Member           Andrew Brooking (Independent non-executive)
                                                   Member           Dr Pine Pienaar (Independent non-executive)


 Social, Ethics and Sustainability committee       Chairman         Dr Pine Pienaar   (Independent non-executive)
                                                   Member           Nicolaas Kruger   (Independent non-executive)
                                                   Member           Gideon Oosthuizen (Executive)


 Remuneration and Nomination committee             Chairman         Nicolaas Kruger (Independent non-executive)
                                                   Member           Dr Pine Pienaar (Independent non-executive)
                                                   Member           Andrew Brooking (Independent non-executive)


CHANGE IN REGISTERED OFFICE

Shareholders are advised that the New RMH Board approved a change in the Company's registered office address
to:

Die Klubhuis, 2nd Floor, Corner of 18th Street and Pinaster Avenue, Hazelwood, Pretoria, 0081

with effect from 10 June 2026.


Bryanston
12 June 2026


Sponsor
BSM Sponsors Proprietary Limited

Date: 12-06-2026 12:00:00
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