Report on proceedings at the annual general meeting 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 At the seventh annual general meeting ("AGM") of the shareholders of RMI held on Wednesday, 22 November 2017, 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 percentage in percentage in number of shares voted at the relation to the total relation to the total meeting issued share capital* issued share capital* Number of Resolutions shares voted For Against Ordinary resolutions 1. Re-election of directors 1.1 Gerrit Thomas Ferreira 90.17% 9.83% 1 123 259 987 74.00% 0.08% 1.2 Sonja Emilia Ncumisa De Bruyn Sebotsa 97.22% 2.78% 1 123 290 491 74.01% 0.07% 1.3 Jan Jonathan Durand 91.78% 8.22% 1 123 258 657 74.00% 0.08% 1.4 Patrick Maguire Goss 98.33% 1.67% 1 123 290 491 74.01% 0.07% 1.5 Obakeng Phetwe 92.51% 7.49% 1 123 255 157 74.00% 0.08% Advisory endorsement of remuneration policy 81.92% 18.08% 1 123 240 468 74.00% 0.08% Advisory endorsement of remuneration implementation report 89.57% 10.43% 1 024 415 807 67.49% 6.59% 2. Place 5% of the authorised ordinary shares under the control of the directors 96.01% 3.99% 1 123 293 756 74.01% 0.07% 3. General authority to issue ordinary shares for cash 87.81% 12.19% 1 123 293 991 74.01% 0.07% 4. Approval of re-appointment of auditor 100.00% 0.00% 1 123 288 285 74.01% 0.07% 5. Appointment of the company’s audit and risk committee members 5.1 Jan Willem Dreyer 98.73% 1.27% 1 123 290 006 74.01% 0.07% 5.2 Sonja Emilia Ncumisa De Bruyn Sebotsa 99.43% 0.57% 1 112 411 650 73.29% 0.79% 5.3 Per-Erik Lagerström 99.44% 0.56% 1 123 286 506 74.01% 0.07% Special resolutions 1. Approval of non-executive directors’ remuneration with effect from 1 December 2017 99.99% 0.01% 1 123 236 928 74.00% 0.08% 2. General authority to repurchase company shares 99.14% 0.86% 1 123 115 976 73.99% 0.09% 3. Issue of shares, convertible securities and/or options to persons listed in section 41(1) of the Companies Act for the purposes of their participation in a reinvestment option 99.81% 0.19% 1 123 286 451 74.01% 0.07% 4. Financial assistance to directors, prescribed officers, employee share scheme beneficiaries and related and 92.38% 7.62% 1 123 287 035 74.01% 0.07% inter-related companies 5. Adoption of a new memorandum of incorporation 88.88% 11.12% 1 123 282 191 74.00% 0.07% *Total issued share capital is 1 517 848 499 ordinary shares. The special resolutions will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course. Sandton 24 November 2017 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 24/11/2017 10:35:00 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.