Report on proceedings at the RMH annual general meeting and general update on RMH and on RMH Property’s strategy RMB HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number: 1987/005115/06) JSE ordinary share code: RMH ISIN: ZAE000024501 ("RMH") REPORT ON PROCEEDINGS AT THE RMH ANNUAL GENERAL MEETING AND GENERAL UPDATE ON RMH AND ON RMH PROPERTY'S STRATEGY REPORT ON PROCEEDINGS AT THE RMH ANNUAL GENERAL MEETING At the thirty first annual general meeting ("AGM" or "meeting") of the shareholders of RMH held today, 21 November 2018, all the ordinary and special resolutions proposed at the meeting were approved by the requisite majority of votes. In this regard, RMH confirms the voting statistics from the AGM as follows: Votes cast disclosed as a Number of Shares voted Shares abstained percentage in relation to the total shares voted disclosed as a disclosed as a number of shares voted at the percentage in percentage in Resolutions meeting relation to the total relation to the total % issued share issued share capital* capital* For Against % % Ordinary resolutions 1. Re-election of directors 1.1 Johan Petrus (Johan) Burger 89.98 10.02 1 299 593 489 92.06 0.49 1.2 Lauritz Lanser (Laurie) Dippenaar 89.84 10.16 1 299 593 489 92.06 0.49 1.3 Paul Kenneth (Paul) Harris 89.44 10.56 1 299 593 489 92.06 0.49 1.4 Albertinah Kekana 90.11 9.89 1 299 593 489 92.06 0.49 Vacancies filled by directors during the year 1.5 Matsotso Mamongae (Mamongae) Mahlare 100.00 - 1 299 587 089 92.06 0.49 1.6 Ralph Tendai (Ralph) Mupita 99.19 0.81 1 299 587 089 92.06 0.49 1.7 James Andrew (James) Teeger 99.82 0.18 1 299 593 489 92.06 0.49 2. General authority to place 5% (five percent) of authorised ordinary shares under the control of the directors 92.32 7.68 1 301 431 731 92.19 0.36 3. General authority to issue ordinary shares for cash 90.79 9.21 1 301 432 740 92.19 0.36 4. Approval of re-appointment of auditor 90.59 9.41 1 301 497 350 92.19 0.36 5. Appointment of Audit and Risk Committee members 5.1 Sonja Emilia Ncumisa (Sonja) De Bruyn 98.00 2.00 1 301 432 740 92.19 0.36 5.2 Per-Erik Lagerstrom 99.79 0.21 1 301 432 740 92.19 0.36 5.3 James Andrew (James) Teeger 99.83 0.17 1 301 432 740 92.19 0.36 6. Signing authority 100.00 - 1 299 658 392 92.06 0.49 Votes cast disclosed as a Number of Shares voted Shares abstained percentage in relation to the total shares voted disclosed as a disclosed as a number of shares voted at the percentage in percentage in Resolutions meeting relation to the total relation to the total % issued share issued share capital* capital* For Against % % Special resolutions 1. Approval of non-executive directors' remuneration with effect 1 December 2018 99.34 0.66 1 299 626 743 92.06 0.49 2. General authority to repurchase company shares 99.76 0.24 1 299 557 636 92.06 0.49 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 95.21 4.79 1 299 592 489 92.06 0.49 4. Financial assistance to directors, prescribed officers and employee share scheme beneficiaries 83.49 16.51 1 301 426 191 92.19 0.36 5. Financial assistance to related or inter-related entities 95.12 4.88 1 301 426 191 92.19 0.36 *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. GENERAL UPDATE ON RMH AND ON RMH PROPERTY'S STRATEGY Shareholders are referred to the following link on RMH's website (https://www.rmh-online.co.za/stakeholder-relations/financial-results/) where a document setting out a general update on RMH and on RMH Property Holdings Proprietary Limited's ("RMH Property") strategy provided to shareholders present at the AGM, is available. RMH Property has entered into a joint venture opportunity with Atterbury Europe B.V. in Bucharest ("Atterbury Bucharest") to develop a new hub for business, entertainment, retail and residential living. RMH Property invested R698 million of equity capital in November 2018 into Atterbury Bucharest, with a further R1.8 billion committed for deployment in 2019, subject to certain conditions being met. In addition, R150 million of equity capital was invested in Divercity Urban Property Fund Proprietary Limited in October 2018. Post deployment of the above equity capital, RMH Property and its investments will be adequately capitalised at approximately R4 billion, providing a foundation to enter a period of consolidation for future growth. In collaboration with its core partner, Atterbury Property Holdings Proprietary Limited, as well as the satellite partners, the focus of RMH Property will shift to value maximisation from the existing portfolio. No further investments are contemplated by RMH Property for the foreseeable future. RMH Property will maintain existing balance sheet support for its portfolio companies with approximately R2.3 billion of committed guarantees to facilitate medium-term development growth in these companies. Taking into account the committed equity capital set out above and based on current funding rates, less than 2%1 of the dividends received from FirstRand Limited will be utilised to service funding for RMH Property. The RMH Board continues to dynamically assess options for its interest in RMH Property that may include a structural liberation of RMH Property from RMH at the appropriate time. Sandton 21 November 2018 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) 1 Based on broker consensus forecasts of the FirstRand dividend per share for FY19. Source: Reuters, 20 November 2018. Date: 21/11/2018 04:55:00 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. 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