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 Date: 19/09/2017 08:23:00 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.