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Results of the Extraordinary General Meeting
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")
RESULTS OF THE EXTRAORDINARY GENERAL MEETING
RMH Shareholders are advised that the extraordinary general meeting of RMH Shareholders ("General Meeting") was held entirely through electronic communication on
Friday, 29 May 2026 at 14h00, in accordance with the notice of General Meeting distributed to RMH Shareholders on Wednesday, 29 April 2026 (the "General Meeting
Notice").
The total number of ordinary shares in issue as at the voting record date of Friday, 22 May 2026 was 1,392,933,199 shares, of which 1,360,758,167 shares were eligible to
vote at the General Meeting. Shares held by a share trust or scheme, treasury shares and unlisted shares were not taken into account for the purposes of any resolution
proposed in terms of the JSE Listings Requirements.
The total number of ordinary shares represented in person or by proxy at the General Meeting was 1,127,970,677 shares, representing 82.89% of RMH's eligible votable
share capital as at Friday, 22 May 2026, being the Record Date of the General Meeting.
In this regard, RMH confirms the voting statistics from the General Meeting as follows:
Votes: % of total shares voted Shares
Abstentions
voted as a
as a % of
Number of shares % of total
Resolutions total votable
For Against voted votable
share
share
capital*
capital*
Ordinary resolutions
Ordinary resolutions numbers 1.1 to 1.4:
Election of directors by way of separate resolutions:
1.1 Andrew Brooking (61): independent non-executive director 64.13% 35.87% 1,127,731,686 82.88% 0.02%
1.2 Professor Piet Delport (72): independent non-executive director 42.18% 57.82% 1,127,731,686 82.88% 0.02%
1.3 Dr Pine Pienaar (68): independent non-executive director 99.71% 0.29% 1,127,731,686 82.88% 0.02%
1.4 Mr Nicolaas Kruger (58): independent non-executive director 88.14% 11.86% 1,127,731,686 82.88% 0.02%
Ordinary resolution number 2: General authorising resolution to
87.99% 12.01% 1,127,591,686 82.86% 0.03%
implement all resolutions adopted at the General Meeting
Special resolutions
Special resolution number 1: Approval of the remuneration of the non-
executive directors with effect from the conclusion of the General 86.82% 13.18% 1,126,661,659 82.80% 0.10%
Meeting (75% threshold required)
* Total votable share capital is 1,360,758,167
Shareholders are advised that Ordinary resolution number 1.2 was not passed, having received less than 50% of the votes cast in favour thereof.
The special resolution will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission. The recording and attendance register will
be made available on the company's website at www.rmh.co.za in due course.
As noted in the combined circular distributed to RMH Shareholders on 8 April 2026 and the background section of the General Meeting Notice, Attbid Proprietary Limited's
offer to acquire all of the issued ordinary shares in the share capital of RMH, other than the RMH shares currently held by Atterbury Property Fund Proprietary Limited and
the treasury shares held by any subsidiary and/or trust controlled by RMH, from RMH Shareholders (which closed earlier today) represents the conclusion of the incumbent
RMH board of directors' ("RMH Board") mandate to execute the monetisation strategy and also represents an appropriate time for the Company to, following the conclusion
of the General Meeting, transition from the incumbent RMH Board to the new RMH Board who will serve as custodians of RMH's next chapter. A further announcement
detailing the full composition of the new RMH Board following the conclusion of the General Meeting, the resignation of the outgoing directors of RMH, and all disclosures
required under the JSE Listings Requirements in connection with the aforementioned board changes, will be published on SENS imminently. The Company extends its deep
and sincere gratitude to the incumbent RMH Board for their services and contribution to RMH over the years and wishes them well in their future endeavours.
The RMH Board accepts responsibility for the information contained in this announcement as it relates to the Company and confirms that, to the best of its knowledge and
belief, such information relating to RMH is true and that this announcement does not omit anything likely to affect the importance of such information.
Bryanston
29 May 2026
Sponsor
BSM Sponsors Proprietary Limited
Date: 29-05-2026 04:15:00
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