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Results of the Annual General Meeting
RH BOPHELO LIMITED
Incorporated in the Republic of South Africa
(Registration number: 2016/533398/06)
JSE & RSE Share Code: RHB, ISIN: ZAE000244737
(“RHB” or “the Company”)
RESULTS OF THE ANNUAL GENERAL MEETING
Shareholders are advised that at the Annual General Meeting (“AGM”) of RHB shareholders held through
electronic communication on Thursday, 20 August 2026, all the ordinary and special resolutions as set out in
the notice of the AGM to shareholders dated Tuesday, 30 June 2026, were passed by the requisite majority of
votes exercised thereon.
Details of the results of the AGM are as follows:
- Total number of “A” ordinary shares in issue (excluding treasury shares) that could have been voted
at the AGM, being the number of “A” ordinary shares in issue as at the voting record date of Friday,
14 August 2026: 64 691 298; and
- Total number of “A” ordinary shares present in person or by proxy was 56 430 696, representing
87,23% of the total number of “A” ordinary shares in issue that could have been voted.
- The percentages reflected in the “For” and “Against” columns below are expressed as a percentage of
the total number of “A” ordinary shares voted at the AGM. The percentage reflected in the “Abstained”
column is expressed as a percentage of the total number of “A” ordinary shares in issue.
Abstained, in
Number of
Resolution proposed For Against relation to total
shares voted
shares in issue
Ordinary resolution number 1
Approval of the audited annual financial
statements for the financial year ended 28
February 2026.
Number of shares 56 425 563 56 316 063 109 500 5 133
Percentage 87,22% 99,81% 0,19% 0,01%
Ordinary resolution number 2
To re-elect Samson Moraba as an
Independent Non-Executive Director and
Chairman of the Company.
Number of shares 56 425 563 56 316 063 109 500 5 133
Percentage 87,22% 99,81% 0,19% 0,01%
Ordinary resolution number 3
To re-elect Dr David Sekete as a Non-
Executive Director of the Company.
Number of shares 56 425 563 56 316 063 109 500 5 133
Percentage 87,22% 99,81% 0,19% 0,01%
Ordinary resolution number 4
To re-elect Fulufhelo Makwetla, as an Non-
Executive Director of the Company.
Number of shares 56 425 563 56 316 063 109 500 5 133
Percentage 87,22% 99,81% 0,19% 0,01%
Ordinary resolution number 5
To re-elect Romeo Makhubela, as an Non-
Executive Director of the Company.
Number of shares 56 425 563 56 316 063 109 500 5 133
Percentage 87,22% 99,81% 0,19% 0,01%
Ordinary resolution number 6
To elect Nontobeko Ndhlazi, as an
Independent Non-Executive Director of the
Company.
Number of shares 56 425 563 56 316 063 109 500 5 133
Percentage 87,22% 99,81% 0,19% 0,01%
Ordinary resolution number 7
To re-elect Carmen Mpelwane, as the
Chairperson the Audit and Risk Committee of
the Company.
Number of shares 56 425 563 56 316 063 109 500 5 133
Percentage 87,22% 99,81% 0,19% 0,01%
Ordinary resolution number 8
To re-elect Romeo Makhubela, as a member
of the Audit and Risk Committee of the
Company.
Number of shares 56 425 563 56 316 063 109 500 5 133
Percentage 87,22% 99,81% 0,19% 0,01%
Ordinary resolution number 9
To elect Nontobeko Ndhlazi, as a member of
the Audit and Risk Committee of the
Company.
Number of shares 56 425 563 56 316 063 109 500 5 133
Percentage 87,22% 99,81% 0,19% 0,01%
Ordinary resolution number 10
To re-elect Carmen Mpelwane, as a member
of the Audit and Risk Committee of the
Company.
Number of shares 56 425 563 56 316 063 109 500 5 133
Percentage 87,22% 99,81% 0,19% 0,01%
Ordinary resolution number 11
To re-elect Dr David Sekete as the
Chairperson of the Social and Ethics
Committee of the Company.
Number of shares 56 425 563 56 316 063 109 500 5 133
Percentage 87,22% 99,81% 0,19% 0,01%
Ordinary resolution number 12
To re-elect Dr David Sekete as a member of
the Social and Ethics Committee of the
Company.
Number of shares 56 425 563 56 316 063 109 500 5 133
Percentage 87,22% 99,81% 0,19% 0,01%
Ordinary resolution number 13
To re-elect Samson Moraba as a member of
the Social and Ethics Committee.
Number of shares 56 425 563 56 316 063 109 500 5 133
Percentage 87,22% 99,81% 0,19% 0,01%
Ordinary resolution number 14
To re-elect Thanyani Mashau as a member of
the Social and Ethics Committee.
Number of shares 56 425 563 56 316 063 109 500 5 133
Percentage 87,22% 99,81% 0,19% 0,01%
Ordinary resolution number 15
To re-elect Quinton Zunga as a member of
the Social and Ethics Committee.
Number of shares 56 425 563 56 316 063 109 500 5 133
Percentage 87,22% 99,81% 0,19% 0,01%
Ordinary resolution number 16
To re-elect Fulufhelo Makwetla, as the
Chairperson of the Remuneration and
Nominations Committee.
Number of shares 56 425 563 56 316 063 109 500 5 133
Percentage 87,22% 99,81% 0,19% 0,01%
Ordinary resolution number 17
To re-elect Samson Moraba, as a member of
the Remuneration and Nominations
Committee.
Number of shares 56 425 563 56 316 063 109 500 5 133
Percentage 87,22% 99,81% 0,19% 0,01%
Ordinary resolution number 18
To re-elect Romeo Makhubela, as a member
of the Remuneration and Nominations
Committee.
Number of shares 56 425 563 56 316 063 109 500 5 133
Percentage 87,22% 99,81% 0,19% 0,01%
Ordinary resolution number 19
To re-elect Fulufhelo Makwetla, as a member
of the Remuneration and Nominations
Committee.
Number of shares 56 425 563 56 316 063 109 500 5 133
Percentage 87,22% 99,81% 0,19% 0,01%
Ordinary resolution number 20
The Shareholders endorse, and approve by
way of a binding vote, on the Company’s
Remuneration Policy as set out on the
Company’s website.
Number of shares 56 425 563 48 205 256 8 220 307 5 133
Percentage 87,22% 85,43% 14,57% 0,01%
Ordinary resolution number 21
The shareholders endorse, by way of
approval, by way of a binding vote the
Company’s remuneration implementation
report as set out on pages 50 to 52 of the
Integrated Annual Report.
Number of shares 56 425 563 48 205 256 8 220 307 5 133
Percentage 87,22% 85,43% 14,57% 0,01%
Ordinary resolution number 22
Forvis Mazars South Africa is re-appointed as
the Company’s external auditors, upon the
recommendation of the Board and Audit and
Risk Committee, with Mr Stephan Adlam as
the designated audit partner for Forvis
Mazars, to hold office until the conclusion of
the next AGM of the Company.
Number of shares 56 425 563 56 316 063 109 500 5 133
Percentage 87,22% 99,81% 0,19% 0,01%
Ordinary resolution number 23
All the authorised but unissued “A” Ordinary
Shares in the capital of the Company are
placed under the control and authority of the
Directors of the Company, which Directors
are authorised to allot and issue “A” Ordinary
Shares in the capital of the Company to such
person or persons, upon such terms and
conditions and at such times as the Directors
of the Company may from time to time and
in their sole discretion deem fit, until the next
AGM.
Number of shares 56 425 563 56 316 063 109 500 5 133
Percentage 87,22% 99,81% 0,19% 0,01%
Ordinary resolution number 24
The Directors of the Company be and are
authorised, by way of a general authority, to
allot or issue all or any of the authorised but
unissued “A” Ordinary Shares in the capital of
the Company for cash, as they, in their
discretion, may deem fit, as and when
suitable opportunities arise, subject to the
provisions of the Company’s MOI, the
Companies Act and the JSE Listings
Requirements.
Number of shares 56 425 563 56 316 063 109 500 5 133
Percentage 87,22% 99,81% 0,19% 0,01%
Ordinary resolution number 25
Any Director and/or the Secretary of the
Company, be and is hereby authorised to do
all such things, sign all such documents, and
take all actions as may be necessary to
implement the above ordinary and special
resolutions.
Number of shares 56 425 563 56 316 063 109 500 5 133
Percentage 87,22% 99,81% 0,19% 0,01%
Special resolution number 1
The Company is authorised to remunerate its
Non-Executive Directors for their services as
Directors on the basis set out in the notice of
the AGM, provided that this authority will be
valid until the next AGM of the Company.
Number of shares 56 425 563 56 316 063 109 500 5 133
Percentage 87,22% 99,81% 0,19% 0,01%
Special resolution number 2
Authority for the Directors, in terms of and
subject to the provisions of section
45(3)(a)(ii) of the Companies Act, as a
general approval, to cause the Company to
provide direct or indirect financial assistance.
Number of shares 56 425 563 56 316 063 109 500 5 133
Percentage 87,22% 99,81% 0,19% 0,01%
Special resolution number 3
Authority for the Directors in terms of and
subject to section 44(3)(a)(ii) of the
Companies Act, as a general approval, to
cause the Company to provide financial
assistance.
Number of shares 56 425 563 56 316 063 109 500 5 133
Percentage 87,22% 99,81% 0,19% 0,01%
Special resolution number 4
Authority for the Directors in terms of the
Companies Act, to raise debt financing up to
an amount of one hundred million Rand
(R100 million) which can be utilised to
refinance the existing loan at more
advantageous interest rates and/or to
allocate funds towards capital expenditure
purposes aligned with the strategic vision of
the Company.
Number of shares 56 425 563 56 316 063 109 500 5 133
Percentage 87,22% 99,81% 0,19% 0,01%
No resolutions were added, withdrawn or amended in respect of the AGM.
Johannesburg
20 August 2026
Company Secretary: Statucor Proprietary Limited
Sponsor South Africa: BSM Sponsors Proprietary Limited
Sponsor Rwanda: Faida Securities Rwanda Limited
Date: 20/08/2026 14:30:00
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