RAND MERCHANT INSURANCE HLDGS LTD - Report on proceedings at the annual general meeting and change in significant functions of a director

Report on proceedings at the annual general meeting and change in significant functions of a director

 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 AND CHANGE IN SIGNIFICANT FUNCTIONS OF A DIRECTOR    
 
1. Report on proceedings at the annual general meeting 
                          
At the fifth annual general meeting ("AGM") of the shareholders of RMI held on Friday, 20 November 2015, 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: 
 
                                                                                                                         Shares voted            Shares abstained 
                                                              Votes carried disclosed as a                             disclosed as a             disclosed as a 
                                                             percentage in relation to the total    Number of           percentage in             percentage in            
                                                             number of shares voted at the        shares voted       relation to the total    relation to the total 
                                                                        meeting                                      issued share capital*    issued share capital*              
Resolutions                                                          
                                                                 For             Against                                                 
Ordinary resolutions                                                                                                                     
                                                                                                                                         
1. Re-election of directors                                                                                                              
   1.1 Lauritz Lanser Dippenaar                                97.43%             2.57%            1 257 370 456          84.63%                 0.08% 
   1.2 Jan Willem Dreyer                                       99.90%             0.10%            1 257 370 456          84.63%                 0.08%
   1.3 Jan Jonathan Durand                                     97.24%             2.76%            1 257 370 456          84.63%                 0.08%
   1.4 Paul Kenneth Harris                                     97.44%             2.56%            1 257 370 456          84.63%                 0.08%
   1.5 Obakeng Phetwe                                          99.43%             0.57%            1 257 370 456          84.63%                 0.08%                                                                                                                                                 
2. Approval of remuneration policy                             84.92%            15.08%            1 257 367 770          84.63%                 0.08%                                                                                                                                                    
3. Place 15% of the authorised but unissued ordinary           80.01%            19.99%            1 257 370 456          84.63%                 0.08% 
   shares under the control of the directors                                                                                                                                                    
4. General authority to issue ordinary shares for cash         78.79%            21.21%            1 257 370 456          84.63%                 0.08%                                                                                                                                              
5. Approval of re-appointment of auditor                       99.99%             0.01%            1 257 370 456          84.63%                 0.08%                                                                                                                                                    
6. Appointment of the company’s audit and risk                                                                                                                                                  
   committee members 
   6.1 Sonja Emilia Ncumisa De Bruyn Sebotsa                   99.32%             0.68%            1 257 370 456          84.63%                 0.08% 
   6.2 Jan Willem Dreyer                                       99.33%             0.67%            1 257 370 456          84.63%                 0.08% 
   6.3 Per-Erik Lagerstrom                                     96.01%             3.99%            1 257 370 456          84.63%                 0.08% 
                                                                                                                                                           
Special resolutions                                                                                                                                        
                                                                                                                                                           
1. Approval of non-executive directors’ remuneration           99.99%             0.01%            1 256 510 115          84.58%                 0.13% 
   with effect from 1 December 2015                                                                                                                                                            
2. General authority to repurchase company shares              98.40%             1.60%            1 256 831 041          84.60%                 0.11%                                                                                                                                                           
3. Financial assistance to directors, prescribed officers, 
   employee share scheme beneficiaries and related or          95.26%             4.74%            1 255 313 054          84.50%                 0.21% 
   interrelated companies                                                                                                                                                            
4. Change of the company’s name                                99.99%             0.01%            1 257 370 456          84.63%                 0.08%                                                                                                                                                            
5. Creation of an additional class of authorised shares        99.85%             0.15%            1 256 510 115          84.58%                 0.13%                                                                                                                                                            
6. Adoption of a revised memorandum of incorporation           93.00%             7.00%            1 257 049 530          84.61%                 0.10% 
  
*Total issued share capital is 1 485 688 346 ordinary shares. 
 
The special resolutions will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course. 
  
2. Change in significant functions of a director 
 
Mr Johan Burger resigned from the audit and risk committee and the social, ethics and transformation committee of RMI on 20 November 2015. As per ordinary 
resolution 6.3 above, Mr Per-Erik Lagerstrom was appointed to the audit and risk committee of RMI at the AGM. He also joined the social, ethics and transformation 
committee of RMI effective from 20 November 2015.  
 
Sandton 
23 November 2015 
 
Sponsor 
RAND MERCHANT BANK (A division of FirstRand Bank Limited) 

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