Report on proceedings at the annual general meeting RAND MERCHANT INVESTMENT HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number: 2010/005770/06) ISIN: ZAE000210688 JSE ordinary share code: RMI ("RMI" or "the company") REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING At the eighth annual general meeting ("AGM" or “meeting”) of the shareholders of RMI held on Wednesday, 21 November 2018, all the ordinary and special resolutions proposed at the meeting were approved by the requisite majority of votes. In this regard, RMI confirms the voting statistics from the AGM as follows: Shares voted Shares abstained Votes cast disclosed as a disclosed as a disclosed as a percentage in relation to the total percentage in percentage in number of shares voted at the Number of relation to the total relation to the total meeting shares voted issued share capital* issued share capital* Resolutions For Against Ordinary resolutions Ordinary resolutions number 1.1 to 1.7: Re-election of directors 1.1 Johan Petrus Burger 97.94% 2.06% 1 413 194 439 92.26% 0.04% 1.2 Lauritz Lanser Dippenaar 99.30% 0.70% 1 413 196 119 92.26% 0.04% 1.3 Paul Kenneth Harris 99.28% 0.72% 1 413 196 119 92.26% 0.04% 1.4 Albertinah Kekana 98.79% 1.21% 1 413 193 749 92.26% 0.04% Vacancies filled during the year 1.5 Matsotso Mamongae Mahlare 99.98% 0.02% 1 413 193 749 92.26% 0.04% 1.6 Ralph Tendai Mupita 99.99% 0.01% 1 413 193 349 92.26% 0.04% 1.7 James Andrew Teeger 99.87% 0.13% 1 413 193 749 92.26% 0.04% Advisory endorsement of remuneration policy 82.62% 17.38% 1 413 022 454 92.25% 0.05% Advisory endorsement of remuneration implementation report 85.42% 14.58% 1 413 022 454 92.25% 0.05% Ordinary resolution number 2: Place 5% of the authorised ordinary shares under the control of the directors 96.11% 3.89% 1 413 225 418 92.26% 0.04% Ordinary resolution number 3: General authority to issue ordinary shares for cash 89.53% 10.47% 1 413 225 818 92.26% 0.04% Ordinary resolution number 4: Approval of re- appointment of auditor 99.93% 0.07% 1 413 276 644 92.26% 0.04% Ordinary resolutions number 5.1 to 5.4: Appointment of the company’s audit and risk committee members 5.1 Johan Petrus Burger 99.83% 0.17% 1 413 193 749 92.26% 0.04% 5.2 Sonja Emilia Ncumisa De Bruyn 99.42% 0.58% 1 413 193 749 92.26% 0.04% 5.3 Per-Erik Lagerström 99.42% 0.58% 1 413 193 749 92.26% 0.04% 5.4 James Andrew Teeger 99.87% 0.13% 1 413 193 749 92.26% 0.04% Ordinary resolution number 6: Signing authority 100% 0.00% 1 413 340 338 92.27% 0.03% Special resolutions Special resolution number 1: Approval of non-executive directors’ remuneration with effect from 1 December 2018 99.88% 0.12% 1 413 253 060 92.26% 0.04% Special resolution number 2: General authority to repurchase company shares 99.41% 0.59% 1 413 212 762 92.26% 0.04% Special resolution number 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 99.96% 0.04% 1 413 193 470 92.26% 0.04% Special resolution number 4: Financial assistance to directors, prescribed officers and employee share scheme beneficiaries 92.29% 7.71% 1 413 216 692 92.26% 0.04% Special resolution number 5: Financial assistance to related and inter-related entities 99.99% 0.01% 1 413 219 216 92.26% 0.04% *Total issued share capital is 1 531 807 770 ordinary shares. The special resolutions will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course. Sandton 22 November 2018 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 22/11/2018 05:05:00 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. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.