RMB HOLDINGS LIMITED - Report on proceedings at annual general meeting

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

REPORT ON PROCEEDINGS AT ANNUAL GENERAL MEETING

At the twenty eighth annual general meeting (“AGM”) of the shareholders of RMH 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, RMH confirms the voting statistics from the AGM as
follows:

                                         Votes carried disclosed as a                          Shares voted       Shares abstained
                                         percentage in relation to the                         disclosed as a       disclosed as a
                                       total number of shares voted at                         percentage in        percentage in
                                                 the meeting                 Number of         relation to the     relation to the
Resolutions                                                                 shares voted     total issued share   total issued share       
                                                      %                                          capital*              capital*
                                                                                                    %                     %
                                              For            Against                                                        
Ordinary resolutions

1. Re-election of directors
1.1 Leon Crouse                               94.29           5.71          1 167 400 367         82.69                  0.12
1.2 Lauritz Lanser Dippenaar                  94.16           5.84          1 167 400 367         82.69                  0.12
1.3 Jan Willem Dreyer                         87.75           12.25         1 167 400 367         82.69                  0.12
1.4 Paul Kenneth Harris                       94.18           5.82          1 167 400 367         82.69                  0.12
1.5 Albertina Kekana                          98.53           1.47          1 167 400 367         82.69                  0.12
2. Approval of remuneration policy            80.97           19.03         1 167 232 576         82.68                  0.13
3. Place of 15% of unissued
ordinary shares under the control of          79.82           20.18         1 167 400 367         82.69                  0.12
the directors
4. General authority to issue                 82.42           17.58         1 167 400 367         82.69                  0.12
ordinary shares for cash
5. Approval of re-appointment of              99.99           0.01          1 167 397 176         82.69                  0.12
auditor
6. Appointment of audit and risk
committee members
6.1 Jan Willem Dreyer                         88.27           11.73         1 167 400 367         82.69                  0.12
6.2 Sonja Emilia Ncumisa De Bruyn-Sebotsa     98.87           1.13          1 167 400 367         82.69                  0.12
6.3 Per-Erik Lagerstrom                       92.95           7.05          1 167 400 367         82.69                  0.12

Special resolutions

1. Approval of non-executive                  99.89           0.11          1 167 397 176         82.69                  0.12
directors’ remuneration
2. General authority to repurchase            97.86           2.14          1 167 390 104         82.69                  0.12
company shares
3. Financial assistance to directors,
prescribed officers, employee share           92.05           7.95          1 165 673 939         82.57                  0.24
scheme beneficiaries and related or
interrelated companies
4. Creation of additional class of            99.76           0.24          1 167 400 367         82.69                  0.12
authorised shares
5. Adoption of revised memorandum             89.28           10.72         1 167 397 176         82.69                  0.12
of incorporation

*Total issued share capital is 1 411 703 218.

The special resolutions will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course.

Sandton
23 November 2015

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

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