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 ninth annual general meeting (“AGM”) of the shareholders of RMH 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, 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 Gerrit Thomas Ferreira 91.35 8.65 1 081 910 167 76.64 0.06 1.2 Johan Petrus Burger 91.75 8.25 1 081 910 167 76.64 0.06 1.3 Sonja Emilia Ncumisa De Bruyn Sebotsa 99.81 0.19 1 081 910 167 76.64 0.06 1.4 Patrick Maguire Goss 88.47 11.53 1 081 910 167 76.64 0.06 1.5 Khehla Cleopas Shubane 97.19 2.81 1 081 910 167 76.64 0.06 Election of director 1.6 Francois Knoetze 91.68 8.32 1 081 910 167 76.64 0.06 2. Advisory endorsement of remuneration policy 88.80 11.20 1 081 661 358 76.62 0.08 3. Place of 5% (five percent) of unissued ordinary shares under the 94.47 5.53 1 081 904 259 76.64 0.06 control of the directors 4. General authority to issue ordinary shares for cash 94.48 5.52 1 081 905 309 76.64 0.06 5. Approval of re-appointment of 99.67 0.33 1 081 906 409 76.64 0.06 auditor 6. Appointment of audit and risk committee members 6.1 Jan Willem Dreyer 99.13 0.87 1 081 448 540 76.61 0.09 6.2 Sonja Emilia Ncumisa De Bruyn- Sebotsa 99.67 0.33 1 081 448 540 76.61 0.09 6.3 Per-Erik Lagerstrom 100.00 0.00 1 081 908 617 76.64 0.06 Special resolutions 1. Approval of non-executive directors’ remuneration with effect 1 100.00 0.00 1 081 888 823 76.64 0.06 December 2016 2. General authority to repurchase company shares 98.84 1.16 1 081 878 085 76.64 0.06 3. Adoption of revised memorandum of incorporation 87.44 12.56 1 081 905 408 76.64 0.06 *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 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.