RMH - RMB Holdings Limited - Results of the general meeting of RMBH ordinary

RMH - RMB Holdings Limited - Results of the general meeting of RMBH ordinary    
shareholders                                                                    
RMB Holdings Limited                                                            
(Incorporated in the Republic of South Africa)                                  
(Registration number 1987/005115/06)                                            
(Share Code: RMH)                                                               
(ISIN: ZAE000024501)                                                            
("RMBH" or "the Company")                                                       
RESULTS OF THE GENERAL MEETING OF RMBH ORDINARY SHAREHOLDERS                    
RMBH shareholders are referred to the RMBH circular (including a notice of      
general meeting) and the Rand Merchant Insurance Holdings Limited ("RMI         
Holdings") pre-listing statement posted to them on 3 February 2011, which       
contained, inter alia, information regarding the following:                     
-    the issue of shares for cash to Royal Bafokeng Holdings (Proprietary)      
    Limited ("Royal Bafokeng") (the "Royal Bafokeng Placement");                
-    the acquisition by RMBH of additional ordinary shares in FirstRand Limited 
    ("FirstRand") from Financial Securities Limited ("FSL"), a wholly-owned     
    subsidiary of Remgro Limited, in exchange for the issue of new RMBH         
    ordinary shares, thereby increasing RMBH`s holding in FirstRand to c.33.9%  
(the "FirstRand Acquisition");                                              
-    the separation of RMBH`s insurance and banking interests, through the      
    transfer of  RMBH`s insurance interests to a newly incorporated wholly-     
    owned subsidiary of RMBH, Rand Merchant Insurance Holdings Limited,         
(formerly Main Street 796 (Proprietary) Limited ("RMI Holdings") (the "RMBH 
    Insurance Interests Acquisition");                                          
-    the unbundling of RMBH`s shareholding in RMI Holdings to RMBH`s ordinary   
    shareholders and the separate listing of RMI Holdings on the JSE Limited as 
an insurance-focused investment entity (the "RMI Unbundling");              
-    the subsequent acquisition by RMI Holdings of additional ordinary shares in
    MMI Holdings Limited ("MMI Holdings") from FSL, in exchange for the issue   
    to FSL of new RMI Holdings ordinary shares, increasing RMBH`s holding in    
MMI Holdings to c.24.4% (the "MMI Holdings Acquisition"); and               
-    the acquisition by RMI Holdings of FirstRand`s 45% interest in FirstRand   
    STI  Holdings Limited (the "OUTsurance Acquisition")                        
collectively hereinafter referred to as the "RMBH Restructuring".               
RMBH shareholders are advised that the Royal Bafokeng Placement was successfully
implemented on 9 February 2011 and the board of directors of the Company have   
welcomed Royal Bafokeng as a shareholder.                                       
RMBH shareholders are further advised that all of the resolutions required to   
implement the RMBH Restructuring, as set out in the notice of general meeting   
posted with the RMBH circular, were duly approved by the requisite majorities at
the general meeting of RMBH shareholders held on 18 February 2011. As such, all 
the conditions precedent to the FirstRand Acquisition, RMBH Insurance Interests 
Acquisition, RMI Unbundling and the MMI Holdings Acquisition (other than those  
conditions requiring any other of the transactions to be implemented first) have
now been fulfilled and these transactions will be implemented according to      
timetable set out in the RMBH circular.                                         
The Competition authorities of South Africa and the Namibian Registrar of Short-
Term Insurance have approved the OUTsurance Acquisition.  Consequently, the only
outstanding condition precedent to the OUTsurance Acquisition (which will be the
final step in the RMBH Restructuring) is the approval thereof by the South      
African Registrars of Short-Term and Long-Term Insurance.                       
18 February 2011                                                                
Merchant bank and transaction sponsor                                           
RAND MERCHANT BANK (A division of FirstRand Bank Limited)                       
Legal advisors                                                                  
Webber Wentzel                                                                  
Competition law advisors                                                        
Werksmans Inc                                                                   
Independent sponsor                                                             
PricewaterhouseCoopers Corporate Finance (Proprietary) Limited                  
Independent expert                                                              
KPMG Service (Proprietary) Limited                                              
Independent reporting accountants and auditors                                  
PwC Inc                                                                         
Date: 18/02/2011 11:54:01 Supplied by www.sharenet.co.za                     
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