Cautionary announcement RMB Holdings Limited (Incorporated in the Republic of South Africa) (Registration number: 1987/005115/06) ISIN: ZAE000024501 Share Code: RMH (“RMH” or “the Company”) CAUTIONARY ANNOUNCEMENT Shareholders are advised that following a review of the RMH investment portfolio, the RMH board (the “Board”) has resolved to restructure its portfolio of assets and liabilities, which predominantly comprises: • a 34.1% shareholding in FirstRand Limited (“FirstRand”) which has a current market value of c. R130 billion; • a portfolio of property development assets (the “Property Assets”) with a gross asset value of c. R3.35 billion as at 30 June 2019; • debt, as at 30 June 2019, of c. R1.18 billion related to the acquisition of additional FirstRand shares in 2011 (the “FirstRand Debt”); • property-related financial obligations of c. R2.60 billion as at 30 June 2019; and • property-related contingent financial obligations of up to c. R3.10 billion as at 30 June 2019 (which mostly relates to the funding of possible property development opportunities in Romania), (collectively “the Restructuring”). In terms of the Restructuring, the Board’s intention is to distribute the FirstRand shareholding to RMH shareholders (the “FirstRand Distribution”) and to monetise the Property Assets in an orderly manner over time (the “Property Process”). The FirstRand Distribution is expected to be concluded before the Property Process and accordingly will be net of the settlement of the FirstRand Debt and associated costs, and an appropriate capitalisation of RMH post the FirstRand Distribution. It is anticipated that RMH will remain listed on the JSE until the Property Process is completed. Shareholders are also referred to the announcement released today by Remgro Limited (“Remgro”) regarding its shareholdings in FirstRand and RMH. Remgro and RMH will cooperate to ensure that the Restructuring and the transactions referred to in the Remgro announcement are implemented in a coordinated and optimal manner. The FirstRand Distribution and the Property Process will each be subject to customary conditions precedent, including obtaining of the required shareholder and regulatory approvals. A detailed announcement relating to the Restructuring, including the relevant approvals required and the related timetable, is expected to be made before the end of the first quarter of 2020. Accordingly, shareholders are advised to exercise caution when dealing in the Company’s securities, until a detailed announcement is made. Sandton 19 November 2019 Financial advisor and Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 19/11/2019 05:43:00 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.