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RMB HOLDINGS LIMITED - Results of the Extraordinary General Meeting and Finalisation Announcement in relation to the Odd-lot Offer

Release Date: 26/10/2026 16:00
Code(s): RMH     PDF:  
Wrap Text
Results of the Extraordinary General Meeting and Finalisation Announcement in relation to the Odd-lot Offer

RMB Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1987/005115/06)
Share code: RMH
ISIN: ZAE000024501
(“RMH” or the “Company”)

RESULTS OF THE EXTRAORDINARY GENERAL MEETING, FINALISATION
ANNOUNCEMENT IN RELATION TO THE ODD-LOT OFFER

RMH shareholders (“Shareholders”) are referred to the circular (“Circular”) distributed to Shareholders
on 28 September 2026, containing relevant information relating to the odd-lot offer to Shareholders
(“Odd-lot Offer”), including, inter alia, details of the extraordinary general meeting at which
Shareholders would be entitled to vote on the resolutions required to implement the Odd-lot Offer
(“EGM”).

Unless otherwise indicated, the definitions and interpretations contained in the Circular apply, mutatis
mutandis, to the terms used in this announcement.

1. RESULTS OF THE EGM
Shareholders are hereby advised that the EGM conducted by electronic communication on Monday, 26
October 2026 at 10:00, all of the resolutions were passed by the requisite majorities of Shareholders.

Details of the results of voting at the EGM are as follows:

                                                   
                                                  Votes
                                    Votes for     against                       
                                    resolution    resolution                     Number of     
                                    as a % of     as a % of                      shares        Number of
Resolutions                         total         total                          voted at      shares
                                    number of     number of     Number of        the EGM       abstained
                                    shares        shares        shares           as a % of     as a % of
                                    voted at      voted at      voted at         shares in     shares in
                                    the EGM       the EGM       the EGM          issue*        issue*
 
Ordinary Resolutions

 Ordinary Resolution Number 1       99.81%        0.19%         867 601 452      63.76%        0.01%
 – Specific authority to
 repurchase from the Odd-     
 -lot Holders

 Ordinary Resolution Number 2       99.81%        0.19%         867 601 452      63.76%        0.01%
 – Implementation of the Odd-
 lot Offer                          
 
Note:
* Total number of shares in issue as at the date of the EGM was 1,360,758,167 of which nil were treasury
shares.

2. FINALISATION ANNOUNCEMENT IN RELATION TO THE ODD-LOT OFFER

Following the above Shareholder approval, all conditions pursuant to paragraph 3.5 of the Circular have
been fulfilled and thus the Odd-lot Offer has become unconditional. The salient dates and times in
respect of the implementation of the Odd-lot Offer are as follows:

 Odd-lot Offer opens at 09:00 am                                                   Tuesday, 27 October

 Last day for Shareholders on the JSE to trade in order to participate in
 the Odd-lot Offer                                                                Tuesday, 10 November
  
 Shares trade “ex” the Odd-lot Offer on                                         Wednesday, 11 November

 Forms of Election and Surrender (grey) for the Odd-lot Offer to be
 received by the Transfer Secretaries by 12:00 pm on                               Friday, 13 November
  
 Odd-lot Offer closes at 12:00 pm on                                               Friday, 13 November

 Record date for the Odd-lot Offer (to determine which Shareholders are
 entitled to participate in the Odd-lot Offer) at close of business on             Friday, 13 November
  
 Implementation of the Odd-lot Offer on                                            Monday, 16 November

 Dematerialised Odd-lot Holders who have accepted the Odd-lot Offer or
 are deemed to have accepted the Odd-lot Offer will have their accounts            Monday, 16 November
 held at their CSDP or broker credited with the Offer Price on

 Payments of the Offer Price to Certificated Odd-lot Holders who have
 accepted the Odd-lot Offer on                                                     Monday, 16 November
  
 Results of the Odd-lot Offer released on SENS on                                  Monday, 16 November

 Results of the Odd-lot Offer published in the press on                           Tuesday, 17 November

 Cancellation and termination of listing of RMH Shares repurchased in
 terms of the Odd-lot Offer expected on or about                                 Thursday, 19 November
  
 Notes:
 1. The above dates and times are subject to change. Any changes will be published on SENS.
 2. Shareholders should note that as transactions in RMH Shares are settled in the electronic settlement
    system used by Strate, settlement of trades takes place three Business Days after such trade. 
    Therefore, Shareholders who acquire RMH Shares after close of trade on Tuesday, 13 October 2026 will
    not be eligible to attend, participate in and vote at the Extraordinary General Meeting.
 3. All times quoted in this Circular are South African Standard Time.
 4. Dematerialised Odd-lot Holders are requested to notify their duly appointed CSDP or broker of their
    election by the cut-off time stipulated by their CSDP or broker. This will be an earlier date than
    the closing of the Odd-lot Offer.
 5. In the case of Certificated Odd-lot Holders who accept the Odd-lot Offer or are deemed to have 
    accepted the Odd-lot Offer, payment will be made by electronic funds transfer into the bank accounts
    of such Odd-lot Holders on or about 16 November 2026, if such holders’ banking details have been
    provided in the relevant Form of Election and Surrender. Should no banking details be on record for
    such holders, the funds will be held by RMH until such time as the details have been provided to the
    Transfer Secretaries.
 6. Those Odd-lot Holders who do not make an election will automatically be regarded as having chosen
    and accepted the Cash Consideration.
 7. Shareholders on the JSE may not dematerialise or rematerialise their Shares after the last day to
    trade, being 10 November 2026 up to and including the record date, being 13 November 2026.

Pretoria
26 October 2026
Transaction Advisor and Transaction Sponsor
Pallidus Exchange Services
Date: 26/10/2026 04:00:00
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