RMB HOLDINGS LIMITED - Report on proceedings at the annual general meeting, change in year end and external auditor and director retirement

Report on proceedings at the annual general meeting, change in year end and external auditor and director retirement

RMB HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1987/005115/06)
JSE ordinary share code: RMH
ISIN: ZAE000024501
(“RMH” or “the Company”)

REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING, CHANGE IN YEAR END AND EXTERNAL AUDITOR AND DIRECTOR RETIREMENT

REPORT ON PROCEEDINGS AT THE RMH ANNUAL GENERAL MEETING
At the thirty third annual general meeting (“AGM” or “meeting”) of the shareholders of RMH held yesterday, 3 December 2020 all the ordinary and special resolutions proposed
at the meeting were approved by the requisite majority of votes except for ordinary resolution 3. In this regard, RMH confirms the voting statistics from the AGM as follows:

                                                                            Votes cast disclosed as a                          Shares voted          Shares abstained
                                                                             percentage in relation to                         disclosed as a        disclosed as a
                                                                            the total number of shares                         percentage in         percentage in
 Resolutions                                                                   voted at the meeting                            relation to the       relation to the
                                                                                         %                                     total issued          total issued share
                                                                                                           Number of           share capital*        capital*
                                                                           For            Against          shares voted        %                     %
 Ordinary resolutions

 1. Re-election of directors
 1.1 Albertinah Kekana                                                     86.89          13.11            781 353 288         55.35                 0.21
 1.2 Per Lagerstrom                                                        97.29          2.71             781 353 288         55.35                 0.21
 1.3 Murphy Morobe                                                         99.49          0.51             781 353 174         55.35                 0.21
 Appointment of director
 1.4 Udo Lucht                                                             99.64          0.36             781 353 288         55.35                 0.21
 2. General authority to place 5% (five percent) of the issued ordinary
 shares under the control of the directors                                 85.74          14.26            781 353 279         55.35                 0.21
 3. General authority to issue ordinary shares for cash                    73.06          26.94            781 365 404         55.35                 0.21
 4. Approval of re-appointment of auditor                                  68.07          31.93            781 354 243         55.35                 0.21
 5. Appointment of Audit and Risk Committee members
 5.1 Sonja De Bruyn                                                        74.40          25.60            781 347 288         55.35                 0.21
 5.2 Per Lagerstrom                                                        99.71          0.29             781 347 288         55.35                 0.21
 5.3 James Teeger                                                          99.94          0.06             781 341 629         55.35                 0.21
 6. Signing authority                                                      99.94          0.06             781 340 044         55.35                 0.21
 7.1: Advisory endorsement of the remuneration policy                      50.52          49.48            781 340 017         55.35                 0.21
 7.2: Advisory endorsement of the remuneration implementation report       63.27          36.73            781 340 017         55.35                 0.21
 Special resolutions

 1. Approval of non-executive directors’ remuneration with effect 1
 December 2020                                                             99.83          0.17             781 345 945         55.35                 0.21
 2. General authority to repurchase Company shares                         98.63          1.37             781 504 857         55.36                 0.20
 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                                    87.46          12.54            781 316 198         55.35                 0.21
 4. Financial assistance to directors, prescribed officers and employee 
 share scheme beneficiaries                                                96.08          3.92             781 300 750         55.34                 0.22
 5. Financial assistance to related or inter-related entities

 *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.

Shareholders are advised that due to ordinary resolutions number 7.1 and 7.2 relating to the non-binding advisory votes on the remuneration policy and the implementation
of the remuneration policy being voted against by more than 25% of RMH ordinary shareholders present in person or represented by proxy at the AGM, an invitation will be
extended to such dissenting shareholders to engage with the Company. The manner and timing of such engagement have not yet been finalised and RMH will issue a
further announcement in due course advising such details.

A presentation was done at the AGM providing shareholders with an update on the following:
    • Change in the shareholders post the unbundling of FirstRand Limited;
    • An RMH Property portfolio update;
    • Reflecting on the discount to net asset value;
    • Strategy going forward;
    • Disclosure of information; and
    • Remuneration practices.

The presentation is available on the Company’s website: https://www.rmh-online.co.za/stakeholder-relations/annual-general-meeting/

CHANGE IN FINANCIAL YEAR END
Shareholders are advised that the board has approved the change of financial year end from 30 June to 31 March. This change is to enhance alignment with the year ends
of RMH’s remaining investee companies subsequent to the unbundling.

CHANGE OF EXTERNAL AUDITORS
PricewaterhouseCoopers Inc has been the external auditors of the Company for the past 32 years. On 2 July 2017, the Independent Regulatory Board of Auditors formally
implemented mandatory audit firm rotation for all public interest entities for years commencing on or after 1 April 2023. This together with the alignment to remaining RMH
investee companies were the primary reasons for RMH’s decision to early rotate its external auditors. RMH has appointed Deloitte Touche Tohmatsu Limited as external
auditors, with the individual auditor being Johan van der Walt, with effect from 3 December 2020.

RETIREMENT OF DIRECTOR
As announced on 7 July 2020, Mr Peter Cooper retired as independent non executive director at the AGM. The board would like to thank Mr Cooper for his valuable
contributions made whilst serving on the board of RMH.

UPDATED COMPANY CONTACT DETAILS
RMH has relocated its offices to Rosebank - below is the updated Company details:

  Old                                                                                     New
  Physical address
  3rd Floor                                                                               12th Floor
  2 Merchant Place                                                                        The Bank
  Corner Rivonia Road and Fredman Drive                                                   Corner Cradock and Tyrwhitt Avenues
  Sandton                                                                                 Rosebank
  2196                                                                                    2196
 
  Postal address
  PO Box 786273                                                                           Private Bag X1000
  Sandton                                                                                 Saxonworld
  2146                                                                                    2132
  Switchboard number
  011 282 8000                                                                            010 753 2430

Sandton
4 December 2020

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 04-12-2020 11:15:00
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