Report on proceedings at the annual general meeting, change in year end and external auditor and director retirement 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 ANNUAL GENERAL MEETING, CHANGE IN YEAR END AND EXTERNAL AUDITOR AND DIRECTOR RETIREMENT REPORT ON PROCEEDINGS AT THE RMH ANNUAL GENERAL MEETING At the thirty third annual general meeting (“AGM” or “meeting”) of the shareholders of RMH held yesterday, 3 December 2020 all the ordinary and special resolutions proposed at the meeting were approved by the requisite majority of votes except for ordinary resolution 3. In this regard, RMH confirms the voting statistics from the AGM as follows: Votes cast disclosed as a Shares voted Shares abstained percentage in relation to disclosed as a disclosed as a the total number of shares percentage in percentage in Resolutions voted at the meeting relation to the relation to the % total issued total issued share Number of share capital* capital* For Against shares voted % % Ordinary resolutions 1. Re-election of directors 1.1 Albertinah Kekana 86.89 13.11 781 353 288 55.35 0.21 1.2 Per Lagerstrom 97.29 2.71 781 353 288 55.35 0.21 1.3 Murphy Morobe 99.49 0.51 781 353 174 55.35 0.21 Appointment of director 1.4 Udo Lucht 99.64 0.36 781 353 288 55.35 0.21 2. General authority to place 5% (five percent) of the issued ordinary shares under the control of the directors 85.74 14.26 781 353 279 55.35 0.21 3. General authority to issue ordinary shares for cash 73.06 26.94 781 365 404 55.35 0.21 4. Approval of re-appointment of auditor 68.07 31.93 781 354 243 55.35 0.21 5. Appointment of Audit and Risk Committee members 5.1 Sonja De Bruyn 74.40 25.60 781 347 288 55.35 0.21 5.2 Per Lagerstrom 99.71 0.29 781 347 288 55.35 0.21 5.3 James Teeger 99.94 0.06 781 341 629 55.35 0.21 6. Signing authority 99.94 0.06 781 340 044 55.35 0.21 7.1: Advisory endorsement of the remuneration policy 50.52 49.48 781 340 017 55.35 0.21 7.2: Advisory endorsement of the remuneration implementation report 63.27 36.73 781 340 017 55.35 0.21 Special resolutions 1. Approval of non-executive directors’ remuneration with effect 1 December 2020 99.83 0.17 781 345 945 55.35 0.21 2. General authority to repurchase Company shares 98.63 1.37 781 504 857 55.36 0.20 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 87.46 12.54 781 316 198 55.35 0.21 4. Financial assistance to directors, prescribed officers and employee share scheme beneficiaries 96.08 3.92 781 300 750 55.34 0.22 5. Financial assistance to related or inter-related entities *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 have not yet been finalised and RMH will issue a further announcement in due course advising such details. A presentation was done at the AGM providing shareholders with an update on the following: • Change in the shareholders post the unbundling of FirstRand Limited; • An RMH Property portfolio update; • Reflecting on the discount to net asset value; • Strategy going forward; • Disclosure of information; and • Remuneration practices. The presentation is available on the Company’s website: https://www.rmh-online.co.za/stakeholder-relations/annual-general-meeting/ CHANGE IN FINANCIAL YEAR END Shareholders are advised that the board has approved the change of financial year end from 30 June to 31 March. This change is to enhance alignment with the year ends of RMH’s remaining investee companies subsequent to the unbundling. CHANGE OF EXTERNAL AUDITORS PricewaterhouseCoopers Inc has been the external auditors of the Company for the past 32 years. On 2 July 2017, the Independent Regulatory Board of Auditors formally implemented mandatory audit firm rotation for all public interest entities for years commencing on or after 1 April 2023. This together with the alignment to remaining RMH investee companies were the primary reasons for RMH’s decision to early rotate its external auditors. RMH has appointed Deloitte Touche Tohmatsu Limited as external auditors, with the individual auditor being Johan van der Walt, with effect from 3 December 2020. RETIREMENT OF DIRECTOR As announced on 7 July 2020, Mr Peter Cooper retired as independent non executive director at the AGM. The board would like to thank Mr Cooper for his valuable contributions made whilst serving on the board of RMH. UPDATED COMPANY CONTACT DETAILS RMH has relocated its offices to Rosebank - below is the updated Company details: Old New Physical address 3rd Floor 12th Floor 2 Merchant Place The Bank Corner Rivonia Road and Fredman Drive Corner Cradock and Tyrwhitt Avenues Sandton Rosebank 2196 2196 Postal address PO Box 786273 Private Bag X1000 Sandton Saxonworld 2146 2132 Switchboard number 011 282 8000 010 753 2430 Sandton 4 December 2020 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 04-12-2020 11:15:00 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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