RAND MERCHANT INVESTMENT HOLDINGS LIMITED - Report on proceedings at the annual general meeting and changes to important functions of directors

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 eleventh annual general meeting ("AGM" or “meeting”) of the shareholders of RMI held on Wednesday, 24 November 2021, 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:

                                                                                                                    Shares voted            Shares abstained
                                                           Votes cast disclosed as a                                disclosed as a          disclosed as a
                                                           percentage in relation to the total                      percentage in           percentage in
                                                           number of shares voted at the         Number of          relation to the total   relation to the total
                                                           meeting                               shares voted       issued share capital*   issued share capital*

Resolutions                                                For                Against

Advisory endorsements

Advisory endorsement of remuneration policy                98.59%             1.41%              1 341 142 420      87.55%                  0.02%

Advisory endorsement of remuneration implementation
report                                                     76.80%             23.20%             1 341 143 220      87.55%                  0.02%

Advisory endorsement of the appointment of KPMG to
succeed PricewaterhouseCoopers Inc. as external auditor
in the 2024 financial year in terms of mandatory audit
firm rotation                                              99.95%             0.05%              1 339 018 632      87.41%                  0.16%

Ordinary resolutions

Ordinary resolutions number 1.1 to 1.5:
Re-election of directors
1.1 Peter Cooper                                           98.55%             1.45%              1 335 990 295      87.22%                  0.36%
1.2 Lauritz Lanser Dippenaar                               98.49%             1.51%              1 335 991 975      87.22%                  0.36%
1.3 Jan Jonathan Durand                                    93.11%             6.89%              1 338 153 660      87.36%                  0.22%
1.4 Per-Erik Lagerström                                    99.83%             0.17%              1 341 179 389      87.56%                  0.02%
1.5 Mafison Murphy Morobe                                  99.86%             0.14%              1 341 177 389      87.56%                  0.02%

Ordinary resolution number 2: General authority to issue
ordinary shares for cash                                   99.26%             0.74%              1 341 181 069      87.56%                  0.02%

Ordinary resolution number 3: Approval of re-
appointment of auditor                                     81.91%             18.09%             1 341 181 069      87.56%                  0.02%

Ordinary resolutions number 4.1 to 4.3:
Appointment of the company’s audit and risk committee
members
4.1 Johan Petrus Burger                                    98.84%             1.16%              1 341 177 389      87.56%                  0.02%
4.2 Per-Erik Lagerström                                    99.48%             0.52%              1 341 179 389      87.56%                  0.02%
4.3 James Andrew Teeger                                    99.43%             0.57%              1 341 179 389      87.56%                  0.02%

Ordinary resolution number 5: Signing authority            100.00%            0.00%              1 341 181 069      87.56%                  0.02%

Special resolutions

Special resolution number 1: Approval of non-executive
directors’ remuneration with effect from 1 December         
2021                                                       99.75%             0.25%              1 341 162 820      87.55%                  0.02%

Special resolution number 2: General authority to
repurchase company shares                                  99.55%             0.45%              1 341 123 173      87.55%                  0.02%

Special resolution number 3: Issue of shares, convertible
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                     89.19%             10.81%             1 341 177 389      87.56%                  0.02%

Special resolution number 4: Financial assistance to
directors, prescribed officers and employee share           
scheme beneficiaries                                       91.87%             8.13%              1 341 177 389     87.56%                   0.02%

Special resolution number 5: Financial assistance to
related and inter-related entities                         100.00%            0.00%              1 341 178 317     87.56%                   0.02%

*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

RMI shareholders are advised of the following changes to subcommittees of the board of RMI:
• Mr Murphy Morobe takes over from Ms Sonja De Bruyn as member of the remuneration committee.
• Mr Udo Lucht takes over from Ms Sonja De Bruyn as member of the social, ethics and transformation committee.

These changes are implemented with immediate effect.

Rosebank
24 November 2021

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

Date: 24-11-2021 03:21:00
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