RAND MERCHANT INVESTMENT HOLDINGS LIMITED - 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 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)

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