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) Date: 24/11/2014 03:24:00 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.