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Report on proceedings at the annual general meeting and changes to important functions of directors
RAND MERCHANT INVESTMENT HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2010/005770/06)
ISIN: ZAE000210688
JSE ordinary share code: RMI
("RMI" or "the company")
REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING AND CHANGES TO IMPORTANT FUNCTIONS OF DIRECTORS
1. Report on proceedings at the annual general meeting
At the twelfth annual general meeting ("AGM" or “meeting”) of the shareholders of RMI held on Tuesday, 8 November 2022, all the ordinary and special resolutions
proposed at the meeting were approved by the requisite majority of votes. In this regard, RMI confirms the voting statistics from the AGM as follows:
Resolutions 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
meeting relation to the total relation to the total
issued share capital* issued share capital*
For Against
Advisory endorsements
Advisory endorsement of remuneration policy 95.22% 4.78% 1 306 672 317 85.30% 3.82%
Advisory endorsement of remuneration implementation 82.75% 17.25% 1 364 443 213 89.07% 0.05%
report - RMI
Advisory endorsement of remuneration implementation 85.92% 14.08% 1 306 031 183 85.26% 3.87%
report – OUTsurance Holdings Limited
Ordinary resolutions
Ordinary resolutions number 1.1 to 1.4:
Re-election of directors
1.1 Albertinah Kekana 99.80% 0.20% 1 364 457 713 89.07% 0.05%
1.2 James Teeger 99.99% 0.01% 1 364 461 713 89.08% 0.05%
1.3 Johan Burger 98.66% 1.34% 1 364 461 713 89.08% 0.05%
1.4 Mamongae Mahlare 100.00% 0.00% 1 364 459 393 89.08% 0.05%
Ordinary resolutions number 2.1 to 2.11:
Election of directors
2.1 Alan Hedding 99.99% 0.01% 1 364 473 050 89.08% 0.05%
2.2 Buhle Hanise 100.00% 0.00% 1 364 469 050 89.08% 0.05%
2.3 George Marx 98.56% 1.44% 1 364 473 050 89.08% 0.05%
2.4 Hantie van Heerden 99.99% 0.01% 1 364 473 050 89.08% 0.05%
2.5 Jan Hofmeyr 99.94% 0.06% 1 364 473 050 89.08% 0.05%
2.6 Kubandiran Pillay 97.28% 2.72% 1 364 471 537 89.08% 0.05%
2.7 Marthinus Visser 95.35% 4.65% 1 364 473 050 89.08% 0.05%
2.8 Raymond Ndlovu 99.81% 0.19% 1 364 473 050 89.08% 0.05%
2.9 Venessa Naidoo 100.00% 0.00% 1 364 487 481 89.08% 0.05%
2.10 Tlaleng Moabi 100.00% 0.00% 1 364 469 050 89.08% 0.05%
2.11 Willem Roos 99.81% 0.19% 1 364 473 050 89.08% 0.05%
Ordinary resolution number 3: General authority to issue 81.93% 18.07% 1 364 473 578 89.08% 0.05%
ordinary shares for cash
Ordinary resolution number 4: Approval of re- 88.75% 11.25% 1 364 466 921 89.08% 0.05%
appointment of auditor
Ordinary resolutions number 5.1 to 5.7:
Election of the company’s audit and risk committee
members
5.1 George Marx 97.87% 2.13% 1 364 461 313 89.08% 0.05%
5.2 Alan Hedding 99.89% 0.11% 1 364 461 313 89.08% 0.05%
5.3 Buhle Hanise 100.00% 0.00% 1 364 461 313 89.08% 0.05%
5.4 Hantie van Heerden 100.00% 0.00% 1 364 461 313 89.08% 0.05%
5.5 Johan Burger 99.88% 0.12% 1 364 461 313 89.08% 0.05%
5.6 Venessa Naidoo 100.00% 0.00% 1 364 461 313 89.08% 0.05%
5.7 Tlaleng Moabi 98.84% 1.16% 1 364 461 313 89.08% 0.05%
Ordinary resolution number 6: Signing authority 99.99% 0.01% 1 364 474 730 89.08% 0.05%
Special resolutions
Special resolution number 1: Approval of non-executive 99.97% 0.03% 1 364 452 693 89.07% 0.05%
directors’ remuneration with effect from 1 December
2022
Special resolution number 2: General authority to 98.68% 1.32% 1 364 476 050 89.08% 0.05%
repurchase company shares
Special resolution number 3: Issue of shares, convertible 99.52% 0.48% 1 364 472 650 89.08% 0.05%
securities and/or options to persons listed in section
41(1) of the Companies Act for the purposes of their
participation in a reinvestment option
Special resolution number 4: Issue of shares, convertible 97.78% 2.22% 1 364 461 313 89.08% 0.05%
securities and/or options to persons listed in section
41(1) of the Companies Act in connection with the
settlement of eligible participants’ rights under the
group’s applicable share or employee incentive scheme
Special resolution number 5: Financial assistance to 89.99% 10.01% 1 364 468 250 89.08% 0.05%
directors, prescribed officers and employee share
scheme beneficiaries
Special resolution number 6: Financial assistance to 99.93% 0.07% 1 364 459 166 89.08% 0.05%
related and inter-related entities
Special resolution number 7: Approval of the 100.00% 0.00% 1 364 476 730 89.08% 0.05%
OUTsurance Listing (change of name from Rand
Merchant Investment Holdings Limited to OUTsurance
Group Limited)
Special resolution number 8: Approval of the 99.97% 0.03% 1 364 474 730 89.08% 0.05%
amendment of the Company’s MOI to give effect to the
name change
*Total issued share capital is 1 531 807 770 ordinary shares.
The special resolutions will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course.
2. Changes to important functions of directors
The following changes are made to the various board committees with immediate effect:
Audit and risk committee
Messrs Lagerström and Teeger resign as members. Messrs Marx and Hedding and Mses Hanise, Moabi, Naidoo and Van Heerden are appointed as members. Mr Marx
takes over as chairperson from Mr Lagerström.
The members of the audit and risk committee are listed below:
• George Marx (chairperson)
• Johan Burger
• Buhle Hanise
• Alan Hedding
• Tlaleng Moabi
• Venessa Naidoo
• Hantie van Heerden
Social, ethics and transformation committee
Messrs Lagerström and Lucht resign as members. Mr Bosman and Ms Moabi are appointed as members. Ms Moabi takes over as chairperson from Mr Morobe.
The members of the social, ethics and transformation committee are listed below:
• Tlaleng Moabi (chairperson)
• Herman Bosman
• Murphy Morobe
Remuneration committee
Mr Morobe resigns as a member. Messrs Bosman, Ndlovu and Pillay are appointed as members. Mr Pillay takes over as chairperson from Mr Burger.
The members of the remuneration committee are listed below:
• Kuben Pillay (chairperson)
• Herman Bosman
• Johan Burger
• Jannie Durand
• Raymond Ndlovu
Nominations committee
Messrs Cooper, Frankel, Knoetze, Lagerström, Lucht, Morobe, Teeger and Mses Kekana and Mahlare resign as members. Messrs Ndlovu and Pillay are appointed as
members. Mr Ndlovu takes over as chairperson from Mr Morobe.
The members of the nominations committee are listed below:
• Raymond Ndlovu (chairperson)
• Herman Bosman
• Johan Burger
• Jannie Durand
• Kuben Pillay
Directors’ affairs and governance committee
Messrs Cooper, Frankel and Lagerström resign as members. Messrs Hedding, Marx, Ndlovu, Pillay and Roos and Mses Hanise, Moabi, Naidoo and Van Heerden are
appointed as members.
The members of the directors’ affairs and governance committee are:
• Murphy Morobe (chairperson)
• Herman Bosman
• Johan Burger
• Jannie Durand
• Buhle Hanise
• Alan Hedding
• Albertinah Kekana
• Faffa Knoetze (alternate)
• Udo Lucht (alternate)
• Mamongae Mahlare
• George Marx
• Tlaleng Moabi
• Venessa Naidoo
• Raymond Ndlovu
• Kuben Pillay
• Willem Roos
• James Teeger
• Hantie van Heerden
Rosebank
8 November 2022
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 08-11-2022 04:35:00
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