RMB HOLDINGS LIMITED - Announcement by AttBid on update of acceptances and settlement of Mandatory Offer

Announcement by AttBid on update of acceptances and settlement of Mandatory Offer

RMB Holdings Limited                                   AttBid Proprietary Limited
Incorporated in the Republic of South Africa           Incorporated in the Republic of South Africa
Registration number 1987/005115/06                     Registration number 2025/889173/07
ISIN: ZAE000024501                                     ("AttBid")
JSE ordinary share code: RMH
("RMH" or "the Company")


ANNOUNCEMENT BY ATTBID ON UPDATE OF ACCEPTANCES AND SETTLEMENT OF MANDATORY OFFER



Unless otherwise defined in this announcement, capitalised words and expressions have the same
meanings given to them in the combined circular distributed to RMH Shareholders on 8 April 2026
("Circular") and available on RMH's website (https://rmh.co.za/investor-relation).

1.     INTRODUCTION

1.1.      AttBid refers to the:

1.1.1.     joint firm intention announcement of AttBid and RMH dated 9 February 2026 ("Joint
           Announcement"), in terms of which AttBid has agreed to make an offer (the "Offer") to the
           shareholders of RMH ("RMH Shareholders") to acquire all of the issued ordinary shares in the
           share capital of RMH ("RMH Shares"), other than the RMH Shares currently held by Atterbury
           Property Fund Proprietary Limited ("APF") and the treasury shares held by any subsidiary and/or
           trust controlled by RMH (such RMH Shares in respect of which the Offer is made being the Offer
           Shares);

1.1.2.     joint dealings announcement on 24 February 2026 announcing that the Offer will become a
           mandatory offer as a result of the acquisition of shares in RMH and its concert parties;

1.1.3.     Circular containing full details of the Offer which was distributed to RMH Shareholders on 8 April
           2026; and

1.1.4.     the finalisation announcement on 19 May 2026, announcing, inter alia, the receipt of the required
           regulatory approvals and certain updates to the important dates and times set out in the Circular
           (the "Finalisation Announcement").

1.2.      The purpose of this announcement is to announce an update on the acceptances by RMH
          Shareholders of the Offer.

2.     UPDATE ON ACCEPTANCES

2.1.      As at the date of this announcement, AttBid has received valid acceptances of the Offer in respect
          of 56 444 679 RMH Shares from Offer Participants, representing approximately 4.15% of the RMH
          Shares in issue (excluding Treasury Shares).

2.2.      Following the first payment date of Friday, 22 May 2026, and settlement of the acceptances received
          from Offer Participants who had accepted the Offer by Friday, 15 May 2026, a total of 55 865 828
          RMH Shares were successfully transferred to AttBid, representing approximately 4.11% of the RMH
          Shares in issue (excluding Treasury Shares).

2.3.      The aggregate acceptances in paragraph 2.1, together with existing shareholdings of AttBid and
          APF, equates to 47.93% of the RMH Shares in issue (excluding Treasury Shares).

3.     OFFER ACCEPTANCES PROCESS AND CLOSING DATE
3.1.     RMH Shareholders who still wish to participate in the Offer are encouraged to tender their
         acceptances before Friday, 29 May 2026 (unless extended) ("Closing Date").

3.2.     The Offer will close on the Closing Date and any RMH Shareholders who have not accepted the
         Offer by 12:00 on the Closing Date will no longer be able to accept the Offer and will not be entitled
         to receive the Offer Consideration.

3.3.     In accordance with Regulation 102(13) of the Takeover Regulations, a request for a compliance
         certificate in respect of the Offer has been submitted to the TRP. Provided that AttBid receives the
         compliance certificate by no later than the Closing Date, settlement of the Offer will occur in
         accordance with the timetable set out in Circular.

3.4.     Where RMH Shareholders, their CSDPs or brokers have any questions in relation to the Offer, they
         should refer to the Circular on the RMH's website at https://rmh.co.za/investor-relation or refer
         queries to RMH's company secretary at company.secretary@rmbh.co.za.

4.     RESPONSIBILITY STATEMENT

4.1.     The directors of AttBid accept responsibility for the information contained in this announcement and
         confirm that, to the best of their knowledge and belief, the information contained in this
         announcement is true and that this announcement does not omit anything which is likely to affect the
         importance of the information.

4.2.     The RMH independent board accepts responsibility for the information contained in this
         announcement relating to RMH and the RMH group. To the best of their knowledge and belief (who
         have taken all reasonable care to ensure that such is the case), the information contained in this
         announcement is true and where appropriate does not omit anything likely to affect the importance
         of the information contained herein.

Johannesburg

25 May 2026

Transaction Adviser to AttBid                        Legal Adviser to AttBid
Pallidus Group                                       Alchemy Law

Sponsor to RMH                                       Legal Adviser to RMH
BSM Sponsors                                         Webber Wentzel

Date: 25-05-2026 05:10:00
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