Report on proceedings at the annual general meeting and change in significant functions of a director RAND MERCHANT INVESTMENT HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number: 2010/005770/06) ISIN: ZAE000210688 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 sixth annual general meeting ("AGM") of the shareholders of RMI held on Thursday, 24 November 2016, 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 Resolutions number of shares voted at the shares voted relation to the total relation to the total meeting issued share capital* issued share capital* For Against Ordinary resolutions 1. Re-election of directors 1.1 Johan Petrus Burger 100.00% 0.00% 1 136 329 454 76.49% 0.05% 1.2 Peter Cooper 96.80% 3.20% 1 136 329 454 76.49% 0.05% 1.3 Per-Erik Lagerström 96.05% 3.95% 1 136 329 454 76.49% 0.05% 1.4 Mafison Murphy Morobe 100.00% 0.00% 1 136 330 784 76.49% 0.05% 1.5 Khehla Cleopas Shubane 99.93% 0.07% 1 136 330 784 76.49% 0.05% 2. Election of alternate director 2.1 Francois Knoetze 97.70% 2.30% 1 136 329 454 76.49% 0.05% 3. Approval of remuneration policy 74.57% 25.43% 1 136 028 890 76.46% 0.07% 4. Place 5% of the authorised but unissued ordinary shares under the control of the directors 86.48% 13.52% 1 136 288 727 76.48% 0.05% 5. General authority to issue ordinary shares for cash 86.50% 13.50% 1 136 328 702 76.48% 0.05% 6. Approval of re-appointment of auditor 99.63% 0.37% 1 136 321 674 76.48% 0.05% 7. Appointment of the company’s audit and risk committee members 7.1 Sonja Emilia Ncumisa De Bruyn Sebotsa 99.93% 0.07% 1 136 330 784 76.49% 0.05% 7.2 Jan Willem Dreyer 99.86% 0.14% 1 136 329 454 76.49% 0.05% 7.3 Per-Erik Lagerström 96.06% 3.94% 1 136 329 454 76.49% 0.05% Special resolutions 1. Approval of non-executive directors’ remuneration with effect from 1 December 2016 100.00% 0.00% 1 136 313 846 76.48% 0.05% 2. General authority to repurchase company shares 99.81% 0.19% 1 136 328 802 76.49% 0.05% 3. Adoption of a revised memorandum of incorporation 92.69% 7.31% 1 133 835 933 76.32% 0.21% *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 Jan Jonathan Durand was elected as deputy chairman of the RMI board of directors effective from 25 November 2016. Sandton 28 November 2016 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 28/11/2016 01:00:00 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.