Cash payment in respect of fractional entitlements RAND MERCHANT INVESTMENT HOLDINGS LIMITED (Incorporated in the Republic of South Africa) Registration number: 2010/005770/06 ISIN: ZAE000210688 Share code: RMI ("RMI" or "the Company") CASH PAYMENT IN RESPECT OF FRACTIONAL ENTITLEMENTS The ordinary shareholders of the Company ("RMI Shareholders") are referred to the Company’s summarised unaudited results announcement including the dividend declaration for the six months ended 31 December 2017 published on the Stock Exchange News Service (“SENS”) of the JSE Limited (“JSE”) on 12 March 2018. The Company declared an interim gross cash dividend of 39 cents per ordinary share for the six months ended 31 December 2017 ("Cash Dividend") and provided RMI Shareholders an alternative to elect to (i) receive fully paid up RMI ordinary shares with a par value of R0.0001 (“RMI Shares”) in the Company in lieu of the Cash Dividend (“Scrip Distribution Alternative”); or (ii) reinvest all or part of the Cash Dividend (net of any applicable taxes) (subscription value) in RMI Shares by RMI (a) crediting such subscription value to RMI Shareholders; and (b) applying such credit on behalf of RMI Shareholders to subscribe for reinvestment shares (“Reinvestment Option”), in respect of all or a part of their shareholding recorded in RMI’s securities register at 12:00 on the record date, being Friday, 6 April 2018 (“Record Date”). The ratio of the Scrip Distribution Alternative and the Reinvestment Option has been determined with reference to such RMI Shareholder’s ordinary shareholding in RMI (at 12:00 on the Record Date) in relation to the ratio that 39 cents or the Cash Dividend (net of any applicable taxes), in the Scrip Distribution Alternative or Reinvestment Option, respectively, bears to the issue price being R42.50 per share, which is a 4.5% discount to the closing price on Thursday, 8 March 2018 for RMI Shareholders electing such option. The number of capitalisation shares which RMI Shareholders may elect to receive under the Scrip Distribution Alternative has been determined in the ratio of 0.91765 fully paid RMI Shares for every 100 RMI Shares held on the Record Date. The reinvestment shares will be issued in consideration for the amount of the Cash Dividend (net of any applicable taxes) as elected to be reinvested by RMI Shareholders. The number of reinvestment shares which RMI Shareholders may elect to receive under the Reinvestment Option, assuming RMI Shareholders are liable for the full local 20% dividends tax, has been determined in the ratio of 0.73412 reinvestment shares for every 100 RMI Shares held on the Record Date. If no dividends tax is payable, the number of reinvestment shares which RMI Shareholders may elect to receive under the Reinvestment Option has been determined in the ratio of 0.91765 reinvestment shares for every 100 RMI Shares held on the Record Date. Trading in the electronic settlement environment operated by Strate Proprietary Limited does not permit fractions and fractional entitlements. The JSE Listings Requirements contains a fractional entitlement principle which provides that fractional entitlements of shares will be rounded down to the nearest whole number and a cash payment will be paid for the fractional entitlement at beneficial owner level. Accordingly, where an RMI Shareholder’s entitlement to new RMI Shares in respect of the Scrip Distribution Alternative or the Reinvestment Option results in a fraction of a new RMI Share, such fraction will be rounded down to the nearest whole number resulting in allocations of whole RMI Shares to RMI Shareholders and a cash payment for the fraction will be made to such RMI Shareholders (“Rounding Provision”). The weighted average traded price for RMI Shares on Wednesday, 4 April 2018 (the “VWAP”) less 10% of such weighted average traded price has been used as the cash value for fractional entitlements to be paid to RMI Shareholders in accordance with the JSE Listings Requirements. RMI Shareholders are accordingly advised that the basis applicable in determining the cash payment of the fractional entitlement is 3 478 cents (i.e. 3 864 cents, being the VWAP, discounted by 10%) and 2 782 cents, net of applicable 20% dividend withholding tax. Examples of the fractional entitlement cash payments are set out below: Example 1 - assumes that an RMI Shareholder holds 1 000 RMI Shares on the Record Date and elects the Scrip Distribution Alternative: New RMI Share entitlement = 9.1765 new RMI Shares. The Rounding Provision described above is then applied and the RMI Shareholder will receive 9 new RMI Shares in respect of the 1 000 RMI Shares held and a cash payment for the fractional entitlement of 0.1765 x 3 478 cents = 613.867 cents. Assuming the fractional entitlement payment in respect of this example is subject to 20% dividend withholding tax, the net cash payment will be 491.0936 cents. Example 2 - assumes that an RMI Shareholder holds 1 000 RMI Shares on the Record Date and elects the Reinvestment Option and assuming the fractional entitlement payment is subject to 20% dividend withholding tax: New RMI Share entitlement = 7.3412 new RMI Shares. The Rounding Provision described above is then applied and the RMI Shareholder will receive 7 new RMI Shares in respect of the 1 000 RMI Shares held and a cash payment for the (post tax) fractional entitlement of 0.3412 x 3 478 cents = 1 186.6936 cents. Example 3 - assumes that an RMI Shareholder in respect of whom no dividend tax is payable holds 1 000 RMI Shares on the Record Date and elects the Reinvestment Option and the fractional entitlement payment is not subject to dividend withholding tax: New RMI Share entitlement = 9.1765 new RMI Shares. The Rounding Provision described above is then applied and the RMI Shareholder will receive 9 new RMI Shares in respect of the 1 000 RMI Shares held and a cash payment for the fractional entitlement of 0.1765 x 3 478 cents = 613.867 cents. Sandton 5 April 2018 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 05/04/2018 09:42:00 Produced by the JSE SENS Department. 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