Results of voting in terms of Section 60 of the Companies Act, 71 of 2008 RAND MERCHANT INSURANCE HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number: 2010/005770/06) JSE ordinary share code: RMI ISIN: ZAE000153102 RESULTS OF THE VOTING IN TERMS OF SECTION 60 OF THE COMPANIES ACT, 71 OF 2008 (“ACT”) Shareholders are referred to the announcement released on the Stock Exchange News Service of the JSE Limited on 30 March 2015 in respect of the special resolutions relating to the adoption of a new memorandum of incorporation (“MOI”) which makes provision for an additional class of no par value preference shares. Shareholders are advised that the special resolutions have been approved on 6 May 2015 and adopted in terms of section 60(2) of the Act. The voting results for ordinary shareholders were as follows: Percentage of issued Number of ordinary ordinary shares Special resolution proposed shares voted * voted ** For *** Against *** Abstain ** Special resolution number 1 Substitution of the existing MOI by the adoption of the revised MOI 1 000 583 955 67.34817% 92.12931% 7.87069% 0.00008% Special resolution number 2 Creation of the additional no par value preference shares 1 000 584 005 67.34818% 99.99979% 0.00021% 0.00189% * Including abstentions ** In relation to the number of ordinary shares in issue on 24 April 2015 *** In relation to the total number of ordinary shares voted (excluding abstentions) The preference shareholder, holding 648 001 cumulative, redeemable preference shares with a par value of R0.0001 each, voted in favour of both special resolutions. The special resolutions will be lodged for registration with the Companies and Intellectual Property Commission in due course. Sandton 7 May 2015 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 07/05/2015 02:27:00 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.