RAND MERCHANT INSURANCE HLDGS LTD - Report on proceedings at the annual general meeting

Report on proceedings at the annual general meeting

RAND MERCHANT INSURANCE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2010/005770/06)
ISIN: ZAE000153102
JSE ordinary share code: RMI
("RMI" or "the company")

REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING

At the fourth annual general meeting ("AGM") of the shareholders of
RMI 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, RMI confirms the voting statistics
from the AGM as follows:

Number of ordinary shares represented at the meeting       1 204 640 998
Total issued number of ordinary shares                     1 485 688 346
Percentage ordinary shares represented at the meeting      81.08%


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

1. Re-election of directors
   1.1 Gerrit Thomas Ferreira      98.85%         1.15%         0.02%
   1.2 Patrick Maguire Goss        99.92%         0.08%         0.02%
   1.3 Sonja Emilia Ncumisa
       Sebotsa                     99.96%         0.04%         0.02%  
   1.4 Khehla Cleopas Shubane      99.92%         0.08%         0.02%

2. Election of directors
   2.1 Johan Petrus Burger         99.95%         0.05%         0.02%
   2.2 Peter Cooper                98.99%         1.01%         0.02%
   2.3 Per-Erik Lagerström        100.00%           -           0.02%
   2.4 Mafison Murphy Morobe      100.00%           -           0.14%

3. Approval of remuneration
   policy                          76.32%        23.68%         0.02%
   

4. Place 15% of the authorised
   but unissued ordinary
   shares under the control of
   the directors                   87.71%        12.29%         0.02%
   
5. General authority to issue
   ordinary shares for cash        87.30%        12.70%         0.02%
   

6. Approval of re-appointment
   of auditors                     99.79%         0.21%         0.02%
   

7. Appointment of the
   company’s audit and risk
   committee members
   7.1 Johan Petrus Burger        99.57%          0.43%         0.02%
   7.2 Jan Willem Dreyer          99.94%          0.06%         0.02%
   7.3 Sonja Emilia Ncumisa
       Sebotsa                    99.99%          0.01%         0.02%
       

Special resolutions

1. Approval of non-executive
   directors’ remuneration
   with effect from 1 December
   2014                           99.87%          0.13%         0.02%
   

2. General authority to
   repurchase company shares      98.55%          1.45%         0.02%
  

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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