Realisation of benefits under deferred bonus plan RMB HOLDINGS LIMITED (Incorporated in the Republic of South Africa) Registration number 1987/005115/06) ISIN: ZAE000024501 JSE Ordinary Share Code: RMH ("RMBH" or "the company") REALISATION OF BENEFITS UNDER DEFERRED BONUS PLAN In compliance with the JSE Limited Listings Requirements, the following information is disclosed: In September 2010 RMBH granted Mr Peter Cooper performance related remuneration of which R1 000 000 was converted to RMBH shares, with delivery deferred for two years. Further details of the grant made are set out in the company’s annual integrated report. The company hedged the exposure by acquiring the commensurate number of RMBH ordinary shares in the market. During 2011 RMBH unbundled its insurance interests with each shareholder receiving one Rand Merchant Insurance Holdings Limited (“RMI”) share for every RMBH share held. As the grant of RMBH shares was made before the unbundling the board confirmed that Mr Cooper, as an RMBH shareholder, would receive the RMI shares arising from the unbundling. Shareholders are referred to the announcement released on SENS today by RMI for details of the RMI dealings. Mr Cooper became entitled to the benefit under the plan on 14 September 2012, on which date the RMBH share price was R35.15. The final restrictive condition has now been complied with and the benefits that accrue to the participant are as follows: Director : Peter Cooper Company : RMBH Date of transaction : 8 November 2012 Nature of transaction and : Off market settlement of class of securities deferred bonus award in respect of ordinary shares Number of RMBH shares : 29 087 delivered Deemed price : R35.15 Vesting date 14 September 2012 Value of settlement : R 1 022 408.05 Directors’ interest : Direct beneficial Clearance obtained : Yes The restriction on the deferred bonus was lifted on 8 November 2012. Mr Cooper elected to take delivery of the total number of shares that constitute the award and will fund the tax liability arising from his own resources. Sandton 9 November 2012 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 09/11/2012 08:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.