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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)
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