Results Of Annual General Meeting RH Bophelo Limited Incorporated in the Republic of South Africa (Registration number: 2016/533398/06) JSE share code: RHB, ISIN: ZAE000244737 (“RH Bophelo” or “the Company”) RESULTS OF ANNUAL GENERAL MEETING Shareholders are advised that at the Annual General Meeting (“AGM”) of RH Bophelo shareholders held today Friday, 2 August 2019, all resolutions required to be passed in order to approve the proposed resolutions were passed by the requisite majority of shareholders, with the exception of ordinary resolution number 9 relating to the non-binding endorsement of RH Bophelo’s remuneration policy. Details of the results of the AGM are as follows: - total number of shares in issue (excluding treasury shares) that could have been voted at the AGM: 51,250,000; and - total number of shares present in person or by proxy was 49 752 689, representing 97.08% of the total shares in issue that could have been voted. For Against Abstained, in Shares voted relation to total shares in issue Ordinary resolution number 1: Approval of financial statements Number of shares 49 752 689 0 0 49 752 689 Percentage 100% 0% 0% 97.08% Ordinary resolution number 2: Resignation of Peter Mehlape as Director Number of shares 49 752 689 0 0 49 752 689 Percentage 100% 0% 0% 97.08% Ordinary resolution number 3: Re- election of David Sekete as Director Number of shares 49 752 689 0 0 49 752 689 Percentage 100% 0% 0% 97.08% Ordinary resolution number 4: Re- Withdrawn election of Londeka Shezi as Director Number of shares n/a n/a n/a n/a Percentage n/a n/a n/a n/a Ordinary resolution number 5: Re- Withdrawn appointment of Londeka Shezi as member of the Audit and Risk Committee Number of shares n/a n/a n/a n/a Percentage n/a n/a n/a n/a Ordinary resolution number 6: Re- appointment of Kgaogelo Ntshwana as member of the Audit and Risk Committee Number of shares 49 752 689 0 0 49 752 689 Percentage 100% 0% 0% 97.08% Ordinary resolution number 7: Re- appointment of Solly Motuba as member of the Audit and Risk Committee Number of shares 49 752 689 0 0 49 752 689 Percentage 100% 0% 0% 97.08% Ordinary resolution number 8: Re- appointment of Deloitte & Touche as auditors Number of shares 49 752 629 0 60 49 752 629 Percentage 100% 0% 0% 97.08% Ordinary resolution number 9: Non- binding endorsement of RH Bophelo Limited’s remuneration policy Number of shares 2 727 320 42 456 175 4 569 194 45 183 495 Percentage 6.04% 93.96% 8.92% 88.16% Ordinary resolution number 10: Unissued shares under the control of the Directors Number of shares 45 155 291 4 597 398 0 49 752 689 Percentage 90.76% 9.24% 0% 97.08% Ordinary resolution number 11: General authority to issue shares for cash Number of shares 45 155 291 4 597 398 0 49 752 689 Percentage 90.76% 9.24% 0% 97.08% Special resolution number 1: Remuneration of Non-executive Directors Number of shares 45 183 495 0 4 569 194 45 183 495 Percentage 100% 0% 8.92% 88.16% Special resolution number 2: Inter- company financial assistance Number of shares 45 183 495 4 569 194 0 49 752 689 Percentage 90.82% 9.18% 0% 97.08% Special resolution number 3: Financial assistance for the subscription/or acquisition of shares in the Company or a related or inter-related company Number of shares 45 183 495 4 569 194 0 49 752 689 Percentage 90.82% 9.18% 0% 97.08% Ordinary resolution number 12: Authority for Directors or Company Secretary to implement resolutions Number of shares 49 752 689 0 0 49 752 689 Percentage 100% 0% 0% 97.08% *RH Bophelo hereby informs Shareholders that the Company does not have any employees. The Company has entered into a management agreement with RH Bophelo Management Company (Pty) Ltd (“ManCo”), whereby the ManCo undertakes the recruitment of employees. RH Bophelo’s remuneration policy has been developed to guide the ManCo within the principles of the remuneration policy. As required in terms of the King IV Report on Corporate Governance for South Africa and paragraph 3.84(k) of the JSE Limited Listings Requirements, RH Bophelo invites those Shareholders who voted against ordinary resolution number 9 (“Dissenting Shareholders”) to engage with the Company regarding their views on RH Bophelo’s remuneration policy. Dissenting Shareholders may forward their concerns / questions regarding RH Bophelo’s remuneration policy to Mr Dion Mhlaba, the financial director via email at dion@rhbophelo.co.za by 10am on 30 August 2019. Following receipt of written communication by the financial director, such Dissenting Shareholders will be invited to attend a meeting with the Chairperson of the Remuneration Committee, Dr Kgaogelo Ntshwana / management, at 10am on 3 September 2019 (“Meeting”), to discuss the concerns / questions raised. The venue of the Meeting will be communicated to Dissenting Shareholders who have forwarded their concerns / questions to the financial director. Johannesburg 2 August 2019 Company Secretary: Corporate Vision Consulting Proprietary Limited Sponsor: Deloitte & Touche Sponsor Services Proprietary Limited Date: 02/08/2019 02:38:00 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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