RMB HOLDINGS LIMITED - Report on proceedings at the RMH annual general meeting and changes in important functions of directors

Report on proceedings at the RMH annual general meeting and changes in important functions of directors

RMB HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1987/005115/06)
JSE ordinary share code: RMH
ISIN: ZAE000024501
(“RMH” or “the Company”)

REPORT ON PROCEEDINGS AT THE RMH ANNUAL GENERAL MEETING AND CHANGES IN IMPORTANT FUNCTIONS OF DIRECTORS

REPORT ON PROCEDINGS AT THE RMH ANNUAL GENERAL MEETING
At the thirty second annual general meeting (“AGM” or “meeting”) of the shareholders of RMH held today, 14 November 2019, 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
                                                                   percentage in relation to the                         Shares voted            Shares abstained
                                                                     total number of shares                              disclosed as a          disclosed as a
Resolutions                                                           voted at the meeting                               percentage in           percentage in
                                                                                 %                                       relation to the total   relation to the total
                                                                                                      Number of          issued share capital*   issued share capital*
                                                                       For            Against         shares voted       %                       %
Ordinary resolutions

1. Re-election of directors
1.1 Jan Johnathan (Jannie) Durand                                      85.54          14.46           1 162 117 638      82.32                   0.24
1.2 Peter Cooper                                                       89.70          10.30           1 162 117 638      82.32                   0.24
1.3 Lauritz Lanser (Laurie) Dippenaar                                  89.58          10.42           1 162 116 638      82.32                   0.24
1.4 Sonja Emilia Ncumisa (Sonja) de Bruyn                              96.34          3.66            1 162 603 308      82.35                   0.20
1.5 Obakeng Phetwe                                                     89.84          10.16           1 162 116 638      82.32                   0.24
2. General authority to place 5% (five percent) of authorised
ordinary shares under the control of the directors                     91.34          8.66            1 162 598 350      82.35                   0.20
3. General authority to issue ordinary shares for cash                 92.12          7.88            1 154 248 973      81.76                   0.79
4. Approval of re-appointment of auditor                               85.92          14.08           1 162 117 066      82.32                   0.24
5. Appointment of Audit and Risk Committee members
5.1 Sonja Emilia Ncumisa (Sonja) de Bruyn                              97.77          2.23            1 162 603 308      82.35                   0.20
5.2 Per-Erik Lagerstrom                                                99.72          0.28            1 162 604 308      82.35                   0.20
5.3 James Andrew (James) Teeger                                        99.75          0.25            1 162 318 525      82.33                   0.22
6. Signing authority                                                   100.00         -               1 162 605 308      82.35                   0.20
7.1: Advisory endorsement of the remuneration policy                   71.63          28.37           1 152 559 864      81.64                   0.91
7.2: Advisory endorsement of the remuneration implementation
report                                                                 71.55          28.45           1 152 559 864      81.64                   0.91

Special resolutions
1. Approval of non-executive directors’ remuneration with effect 1
December 2019                                                          99.16         0.84             1 162 576 959      82.35                   0.21
2. General authority to repurchase Company shares                      99.01         0.99             1 162 564 183      82.35                   0.21
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                           95.60         4.40             1 154 247 845      81.76                   0.80
4. Financial assistance to directors, prescribed officers and
employee share scheme beneficiaries                                    81.17         18.83            1 154 242 396      81.76                   0.80
5. Financial assistance to related or inter-related entities           95.73         4.27             1 162 594 387      82.35                   0.20

*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.

Shareholders are advised that due to ordinary resolutions number 7.1 and 7.2 relating to the non-binding advisory votes on the remuneration policy and the implementation
of the remuneration policy being voted against by more than 25% of RMH ordinary shareholders present in person or represented by proxy at the AGM, an invitation will be
extended to such dissenting shareholders to engage with the Company. The manner and timing of such engagement has not yet been finalised and RMH will issue a
further announcement shortly including such details.

CHANGES IN IMPORTANT FUNCTIONS OF DIRECTORS
Mr Per Lagerstrom has been elected as chairman of the audit and risk committee with immediate effect. Mr Peter Cooper has resigned as a member of the investment
committee with immediate effect.

Sandton
15 November 2019

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 15/11/2019 10:30:00
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