RAND MERCHANT INVESTMENT HOLDINGS LIMITED - Submission of Resolution to the Company's shareholders in terms of Section 60 of the Companies Act, 71 of 2008

Submission of Resolution to the Company's shareholders in terms of Section 60 of the Companies Act, 71 of 2008

RAND MERCHANT INVESTMENT HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2010/005770/06)
JSE ordinary share code: RMI
ISIN: ZAE000210688
(“RMI” or the "Company")


SUBMISSION OF RESOLUTION TO THE COMPANY'S SHAREHOLDERS IN TERMS OF
SECTION 60 OF THE COMPANIES ACT, 71 OF 2008 (the "Act")


The ordinary shareholders of the Company (the "RMI Shareholders") are referred to the
announcement dated 19 September 2017 relating to the declaration of the final gross cash dividend
of 65 cents per ordinary share for the financial year ended 30 June 2017 (the "Cash Dividend").

The board of directors of the Company (the "Directors") has resolved to propose that the RMI
Shareholders consider and, if thought fit, (i) approve the capitalisation, upon the recommendation of
the Directors, of up to R978 697 424.90 (being an amount standing to the credit of the Company's
distributable reserves) (the "Capitalised Amount"); (ii) grant authorisation for Directors to allot and
issue (and to apply the Capitalised Amount to any issuance of the Capitalisation Shares, as defined
below) up to a maximum of 25 755 195 RMI ordinary shares of R0.0001 cents each (“RMI Shares”)
(fully paid up and having an aggregate notional issue price of up to the Capitalised Amount) as
capitalisation shares (the "Capitalisation Shares") to RMI Shareholders; and (iii) approve the issue
of such number of RMI Shares (the "Reinvestment Shares") as the Directors in their discretion may
determine in terms of any reinvestment option provided to RMI Shareholders
(the "Reinvestment Option") in relation to or in connection with the Cash Dividend, provided that
the number of RMI Shares authorised to be issued as Capitalisation Shares and/or Reinvestment
Shares shall not in aggregate exceed 25 755 195 RMI Shares (together, "Ordinary Resolution").

The Ordinary Resolution is necessary to support the Directors' stated intention of making available
to RMI Shareholders the ability to (i) elect to receive (in respect of all or part of their entitlements
linked to their shareholding) fully paid up RMI Shares in the Company (the "Scrip Distribution
Alternative") in lieu of the final gross Cash Dividend of 65 cents per RMI Share for the year ended
30 June 2017 as declared by the Directors and payable to RMI Shareholders recorded in the
Company's securities register on Friday, 6 October 2017 ("Record Date"); or (ii) apply the Cash
Dividend (net of any applicable taxes) in subscribing for Reinvestment Shares in terms of the
Reinvestment Option.

In terms of section 60(1) of the Act, a resolution that could be voted on at a shareholders' meeting
may instead be submitted for consideration to the shareholders entitled to exercise voting rights in
relation to that resolution, and voted on in writing by such shareholders within 20 business days after
the resolution was submitted to them.

Section 60(2) of the Act provides that a resolution contemplated in section 60(1) of the Act will have
been adopted if it is supported by persons entitled to exercise sufficient voting rights for it to have
been adopted as an ordinary or special resolution, as the case may be, at a properly constituted
shareholders' meeting, and if adopted, has the same force and effect as if it had been approved by
voting at a shareholders' meeting.

A notice, together with the Ordinary Resolution and a form of written consent, will be distributed to
RMI Shareholders during the course of today.
                                                                                      2

The Record Date for determining which RMI Shareholders are entitled to vote on the Ordinary
Resolution was Friday, 8 September, 2017.


Johannesburg
19 September 2017

Corporate broker, financial adviser and transaction sponsor
Deutsche Securities (SA) Proprietary Limited

Legal advisers
Webber Wentzel

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