Results of the Ordinary Resolution passed by shareholders of the Company in terms of Section 60 of the Companies Act 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") RESULTS OF THE ORDINARY RESOLUTION PASSED BY SHAREHOLDERS OF THE COMPANY IN TERMS OF SECTION 60 OF THE COMPANIES ACT, 71 OF 2008 (the "Act") Shareholders of the Company (the "RMI Shareholders") are referred to the announcement released on SENS on Tuesday, 19 September, 2017 relating to the (i) approval of the capitalisation, upon the recommendation of the board of directors of the Company (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) granting of authorisation for the 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) approval of the issue of such number of ordinary 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 (as declared), 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"), which Ordinary Resolution is to be voted on in terms of section 60 of the Act. The RMI Shareholders are advised that the Ordinary Resolution has been supported by sufficient RMI Shareholders entitled to exercise voting rights in relation to the Ordinary Resolution and has consequently been adopted in terms of section 60(2) of the Act. The voting results, as at the date hereof, are as follows: Percentage of RMI For % Against% Abstained% Shares voted (relative to the (relative to the (relative to the Number of RMI relative to RMI number of RMI number of RMI RMI Shares in Shares Voted Shares in issue* Shares voted) Shares voted) issue)* 786 176 402 52.2% 100.0% - - *Expressed as a percentage of 1 505 688 346 RMI Shares in issue as at Friday, 8 September, being the Voting Record Date The Company will deliver a statement in accordance with section 60(4) of the Act to the RMI Shareholders in due course. Johannesburg 19 September 2017 Corporate broker, financial adviser and transaction sponsor Deutsche Securities (SA) Proprietary Limited Legal advisers Webber Wentzel Date: 19/09/2017 08:54:00 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.