RMB HOLDINGS LIMITED - Report on proceedings at annual general meeting

Report on proceedings at annual general meeting

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

REPORT ON PROCEEDINGS AT ANNUAL GENERAL MEETING

At the twenty seventh annual general meeting (AGM) of the
shareholders of RMH held on Friday, 21 November 2014, all the
ordinary and special resolutions proposed at the meeting were
approved by the requisite majority of votes. In this regard, RMH
confirms the voting statistics from the AGM as follows:

Number of ordinary shares represented at the meeting   1 212 156 774
Total issued number of ordinary shares                 1 411 703 218
Percentage ordinary shares represented at the meeting  85.86%

                                Votes carried disclosed Shares
                                as a percentage in       abstained
                                relation to the total    disclosed as
                                number of ordinary       a percentage
                                shares voted for each    in relation
                                resolution               to the total
                                                         issued
                                                         ordinary shares
                                    For       Against
                                                         

Ordinary resolutions

1. Re-election of directors
   1.1 Gerrit Thomas Ferreira     93.83%          6.17%     0.09%
   1.2 Patrick Maguire Goss       98.30%          1.70%     0.09%
   1.3 Sonja Emilia Ncumisa
                                  99.96%          0.04%     0.09%
       Sebotsa
   1.4 Khehla Cleopas Shubane     98.52%          1.48%     0.09%

2. Election of directors
   2.1 Johan Petrus Burger        93.29%          6.71%     0.09%
   2.2 Peter Cooper               93.29%          6.71%     0.09%
   2.3 Per-Erik Lagerström        99.99%          0.01%     0.09%
   2.4 Mafison Murphy Morobe      99.99%          0.01%     0.09%

3. Approval of remuneration
                                  81.23%         18.77%     0.82%
   policy

4. Place 15% of the authorised
   but unissued ordinary
                                  85.60%         14.40%     0.09%
   shares under the control of
   the directors
5. General authority to issue
                                  86.28%      13.72%        0.81%
   ordinary shares for cash

6. Approval of re-appointment
                                  99.95%       0.05%        0.09%
   of auditors

7. Appointment of the RMH’s
   audit and risk committee
   members
   7.1 Jan Willem Dreyer          88.23%      11.77%        0.09%
   7.2 Per-Erik Lagerström        99.98%       0.02%        0.09%
   7.3 Sonja Emilia Ncumisa
                                  99.98%       0.02%        0.09%
       Sebotsa

Special resolutions

1. Approval of non-executive
   directors’ remuneration
                                 100.00%         -           0.81%
   with effect from 1 December
   2014

2. General authority to
                                  98.62%       1.38%         0.09%
   repurchase company shares

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

Sandton
24 November 2014

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

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