RAND MERCHANT INSURANCE HLDGS LTD - Realisation of benefits under deferred bonus plan

Realisation of benefits under deferred bonus plan

RAND MERCHANT INSURANCE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 2010/005770/06
ISIN: ZAE000153102
Share code: RMI
(“RMI”)

REALISATION OF BENEFITS UNDER DEFERRED BONUS PLAN

In compliance with the JSE Limited Listings Requirements, the
following information is disclosed:

In September 2010 RMB Holdings Limited (“RMBH”) granted Mr Peter
Cooper performance related remuneration of which R1 000 000 was
converted to RMBH shares, with delivery deferred for two years.
RMBH 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 RMI share for every RMBH share held. As
the grant of RMBH shares was made before the unbundling, the RMBH
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 RMBH for further details.

Mr Cooper became entitled to the benefit under the plan on
14 September 2012, on which date the RMI share price was R20.60.
The final restrictive condition has been complied with and the
benefits that accrue to the participant are as follows:

Director                         :   Peter Cooper
Company                          :   RMI
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 RMI shares delivered   :   29 087
Deemed price                     :   R20.60
Vesting date                         14 September 2012
Value of settlement              :   R599 192.20
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)

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