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) Date: 24/11/2014 04:01:00 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.