RMB HOLDINGS LIMITED - Report on proceedings at the RMH annual general meeting and update on special dividend

Report on proceedings at the RMH annual general meeting and update on special dividend

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")

REPORT ON PROCEEDINGS AT THE RMH ANNUAL GENERAL MEETING AND UPDATE ON SPECIAL DIVIDEND

REPORT ON PROCEEDINGS AT THE RMH ANNUAL GENERAL MEETING

At the thirty fifth annual general meeting ("AGM" or "meeting") of the shareholders of RMH held on 20 September 2022 all the ordinary and special resolutions proposed at
the meeting were approved by the requisite majority of votes except for ordinary resolution 3, relating to the general authority to issue ordinary shares for cash. In this regard,
RMH confirms the voting statistics from the AGM as follows:

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

 1. Re-election of directors
 1.1 Sonja De Bruyn                                                  99.34                 0.66                574 588 089         41.31                    0.02
 1.2 Per Lagerstrom                                                  99.83                 0.17                574 358 082         41.29                    0.03
 2. General authority to place 5% (five percent) of the issued                                                 574 016 527         41.27                    0.06
 ordinary shares under the control of the directors                  86.66                 13.34
 3. General authority to issue ordinary shares for cash              55.94                 44.06               574 186 956         41.28                    0.05
 4. Approval of re-appointment of auditor                            99.49                 0.51                574 338 592         41.29                    0.04
 5. Appointment of Audit and Risk Committee members
 5.1 Sonja De Bruyn                                                  88.88                 11.12               574 585 687         41.31                    0.02
 5.2 Per Lagerstrom                                                  99.77                 0.23                574 330 311         41.29                    0.04
 5.3 James Teeger                                                    99.84                 0.16                574 359 697         41.29                    0.03
 6. Signing authority                                                99.99                 0.01                573 963 737         41.26                    0.06
 7.1: Advisory endorsement of the remuneration policy                95.45                 4.55                573 135 580         41.21                    0.12
 7.2: Advisory endorsement of the remuneration                                                                 573 135 580         41.22                    0.12
 implementation report                                               89.38                 10.62

 Special resolutions

 1. Approval of non-executive directors’ remuneration with                                                     
 effect 1 December 2022                                              99.97                 0.03                573 353 734         41.28                    0.11
 2. General authority to repurchase Company shares                   99.92                 0.08                574 132 136         41.22                    0.05
 3. Financial assistance to directors, prescribed officers and                                           
 employee share scheme beneficiaries                                 88.48                 11.52               573 368 086         41.22                    0.11
 4. Financial assistance to related or inter-related entities        99.90                 0.10                573 373 707         41.22                    0.11
 
*Total votable share capital is 1 390 933 199

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

UPDATE ON SPECIAL DIVIDEND

Shareholders are referred to the announcement released on SENS on 9 September 2022. The announcement referred to the declaration of a special dividend subject to
Exchange Control approval. RMH is now in a position to confirm that Exchange Control approval has been granted and the payment of the special dividend will proceed as
per the below dates included in such announcement:


Last day to trade in order to participate in this special dividend           Tuesday, 4 October 2022
Shares commence trading ex-dividend on                                       Wednesday, 5 October 2022
Record date                                                                  Friday, 7 October 2022
Special dividend payment date                                                Monday, 10 October 2022

No dematerialisation or rematerialisation of share certificates may occur between Wednesday, 5 October 2022 and Friday, 7 October 2022 (both days inclusive).


Sandton
20 September 2022

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

Date: 20-09-2022 02:29:00
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