RMB HOLDINGS LIMITED - Cautionary announcement

Cautionary announcement

RMB Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1987/005115/06)
ISIN: ZAE000024501
Share Code: RMH
(“RMH” or “the Company”)

CAUTIONARY ANNOUNCEMENT

Shareholders are advised that following a review of the RMH investment portfolio, the RMH
board (the “Board”) has resolved to restructure its portfolio of assets and liabilities, which
predominantly comprises:
   •   a 34.1% shareholding in FirstRand Limited (“FirstRand”) which has a current market
       value of c. R130 billion;
   •   a portfolio of property development assets (the “Property Assets”) with a gross asset
       value of c. R3.35 billion as at 30 June 2019;
   •   debt, as at 30 June 2019, of c. R1.18 billion related to the acquisition of additional
       FirstRand shares in 2011 (the “FirstRand Debt”);
   •   property-related financial obligations of c. R2.60 billion as at 30 June 2019; and
   •   property-related contingent financial obligations of up to c. R3.10 billion as at 30 June
       2019 (which mostly relates to the funding of possible property development
       opportunities in Romania),
(collectively “the Restructuring”).

In terms of the Restructuring, the Board’s intention is to distribute the FirstRand shareholding
to RMH shareholders (the “FirstRand Distribution”) and to monetise the Property Assets in an
orderly manner over time (the “Property Process”). The FirstRand Distribution is expected to
be concluded before the Property Process and accordingly will be net of the settlement of the
FirstRand Debt and associated costs, and an appropriate capitalisation of RMH post the
FirstRand Distribution. It is anticipated that RMH will remain listed on the JSE until the
Property Process is completed.

Shareholders are also referred to the announcement released today by Remgro Limited
(“Remgro”) regarding its shareholdings in FirstRand and RMH. Remgro and RMH will
cooperate to ensure that the Restructuring and the transactions referred to in the Remgro
announcement are implemented in a coordinated and optimal manner.

The FirstRand Distribution and the Property Process will each be subject to customary
conditions precedent, including obtaining of the required shareholder and regulatory
approvals. A detailed announcement relating to the Restructuring, including the relevant
approvals required and the related timetable, is expected to be made before the end of the
first quarter of 2020.

Accordingly, shareholders are advised to exercise caution when dealing in the Company’s
securities, until a detailed announcement is made.

Sandton
19 November 2019
Financial advisor and Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 19/11/2019 05:43:00
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