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RMB HOLDINGS LIMITED - Report on proceedings at the RMH annual general meeting and general update on RMH and on RMH Propertys strategy

Release Date: 21/11/2018 16:55
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Report on proceedings at the RMH annual general meeting and general update on RMH and on RMH Property’s strategy

RMB HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1987/005115/06)
JSE ordinary share code: RMH
ISIN: ZAE000024501
("RMH")

REPORT ON PROCEEDINGS AT THE RMH ANNUAL GENERAL MEETING AND GENERAL UPDATE ON RMH AND ON RMH PROPERTY'S
STRATEGY

REPORT ON PROCEEDINGS AT THE RMH ANNUAL GENERAL MEETING

At the thirty first annual general meeting ("AGM" or "meeting") of the shareholders of RMH held today, 21 November 2018, all the ordinary and special resolutions
proposed at the meeting were approved by the requisite majority of votes. In this regard, RMH confirms the voting statistics from the AGM as follows:

                                                                 Votes cast disclosed as a             Number of            Shares voted            Shares abstained
                                                                 percentage in relation to the total   shares voted         disclosed as a          disclosed as a
                                                                 number of shares voted at the                              percentage in           percentage in
Resolutions                                                      meeting                                                    relation to the total   relation to the total
                                                                 %                                                          issued share            issued share
                                                                                                                            capital*                capital*
                                                                 For                Against                                 %                       %
                                                                                                                                                       
Ordinary resolutions

1. Re-election of directors
1.1 Johan Petrus (Johan) Burger                                  89.98              10.02              1 299 593 489         92.06                   0.49
1.2 Lauritz Lanser (Laurie) Dippenaar                            89.84              10.16              1 299 593 489         92.06                   0.49
1.3 Paul Kenneth (Paul) Harris                                   89.44              10.56              1 299 593 489         92.06                   0.49
1.4 Albertinah Kekana                                            90.11               9.89              1 299 593 489         92.06                   0.49
Vacancies filled by directors during the year
1.5 Matsotso Mamongae (Mamongae) Mahlare                         100.00              -                 1 299 587 089         92.06                   0.49
1.6 Ralph Tendai (Ralph) Mupita                                  99.19               0.81              1 299 587 089         92.06                   0.49
1.7 James Andrew (James) Teeger                                  99.82               0.18              1 299 593 489         92.06                   0.49
2. General authority to place 5% (five percent) of authorised
ordinary shares under the control of the directors               92.32               7.68              1 301 431 731         92.19                   0.36
3. General authority to issue ordinary shares for cash           90.79               9.21              1 301 432 740         92.19                   0.36
4. Approval of re-appointment of auditor                         90.59               9.41              1 301 497 350         92.19                   0.36
5. Appointment of Audit and Risk Committee members
5.1 Sonja Emilia Ncumisa (Sonja) De Bruyn                        98.00               2.00              1 301 432 740         92.19                   0.36
5.2 Per-Erik Lagerstrom                                          99.79               0.21              1 301 432 740         92.19                   0.36
5.3 James Andrew (James) Teeger                                  99.83               0.17              1 301 432 740         92.19                   0.36
6. Signing authority                                             100.00              -                 1 299 658 392         92.06                   0.49

                                                                 Votes cast disclosed as a             Number of             Shares voted            Shares abstained
                                                                 percentage in relation to the total   shares voted          disclosed as a          disclosed as a
                                                                 number of shares voted at the                               percentage in           percentage in
Resolutions                                                      meeting                                                     relation to the total   relation to the total
                                                                 %                                                           issued share            issued share
                                                                                                                             capital*                capital*
                                                                 For                   Against                               %                       %
                                                                                                                                                        
Special resolutions

1. Approval of non-executive directors' remuneration with
effect 1 December 2018                                           99.34                 0.66            1 299 626 743         92.06                    0.49
2. General authority to repurchase company shares                99.76                 0.24            1 299 557 636         92.06                    0.49
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         95.21                 4.79            1 299 592 489         92.06                    0.49
4. Financial assistance to directors, prescribed officers and
employee share scheme beneficiaries                              83.49                 16.51           1 301 426 191         92.19                    0.36
5. Financial assistance to related or inter-related entities     95.12                 4.88            1 301 426 191         92.19                    0.36
*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.

GENERAL UPDATE ON RMH AND ON RMH PROPERTY'S STRATEGY

Shareholders are referred to the following link on RMH's website (https://www.rmh-online.co.za/stakeholder-relations/financial-results/) where a document setting out a
general update on RMH and on RMH Property Holdings Proprietary Limited's ("RMH Property") strategy provided to shareholders present at the AGM, is available.

RMH Property has entered into a joint venture opportunity with Atterbury Europe B.V. in Bucharest ("Atterbury Bucharest") to develop a new hub for business,
entertainment, retail and residential living. RMH Property invested R698 million of equity capital in November 2018 into Atterbury Bucharest, with a further R1.8 billion
committed for deployment in 2019, subject to certain conditions being met. In addition, R150 million of equity capital was invested in Divercity Urban Property Fund
Proprietary Limited in October 2018.

Post deployment of the above equity capital, RMH Property and its investments will be adequately capitalised at approximately R4 billion, providing a foundation to enter a
period of consolidation for future growth. In collaboration with its core partner, Atterbury Property Holdings Proprietary Limited, as well as the satellite partners, the focus of
RMH Property will shift to value maximisation from the existing portfolio. No further investments are contemplated by RMH Property for the foreseeable future.

RMH Property will maintain existing balance sheet support for its portfolio companies with approximately R2.3 billion of committed guarantees to facilitate medium-term
development growth in these companies.

Taking into account the committed equity capital set out above and based on current funding rates, less than 2%1 of the dividends received from FirstRand Limited will be
utilised to service funding for RMH Property.

The RMH Board continues to dynamically assess options for its interest in RMH Property that may include a structural liberation of RMH Property from RMH at the
appropriate time.

Sandton
21 November 2018

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

1
    Based on broker consensus forecasts of the FirstRand dividend per share for FY19. Source: Reuters, 20 November 2018.

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