RMB HOLDINGS LIMITED - Report on proceedings at the RMH Annual General Meeting and Renewal of Cautionary

Report on proceedings at the RMH Annual General Meeting and Renewal of Cautionary

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")

REPORT ON PROCEEDINGS AT THE RMH ANNUAL GENERAL MEETING AND THE RENEWAL OF CAUTIONARY


REPORT ON PROCEEDINGS AT THE RMH ANNUAL GENERAL MEETING

At the thirty-eighth annual general meeting ("AGM" or "meeting") of the shareholders of RMH held on 4 March 2026, the total number of voteable shares represented in
person or by proxy at the AGM was 970 952 012 ordinary shares, representing 70% of RMH's issued share capital of 1 392 933 199 ordinary shares as at Friday, 27 February
2026, being the Record Date of the AGM.

In this regard, RMH confirms the voting statistics from the AGM as follows:
                                                                            Votes cast disclosed as a                                                     Shares
                                                                        percentage in relation to the total                       Shares voted          abstained
                                                                         number of shares voted at the                           disclosed as a       disclosed as a
                                                                                    meeting                                       percentage in       percentage in
Resolutions
                                                                                        %                                         relation to the     relation to the
                                                                                                                               total votable share     total votable
                                                                        For               Against              Number of              capital*        share capital*
                                                                                                              shares voted               %                   %
Ordinary resolutions

Ordinary resolutions numbers 1.1 to 1.2 Re-election of directors by
way of separate resolutions:

        1.1 Herman Bosman (57)                                           61.71%           38.29%             970 731 850            71.34%                   0.02%
        1.2 Murphy Morobe (69)                                           61.66%           38.34%             970 731 850            71.34%                   0.02%

Ordinary resolutions numbers 2.1 to 2.2 Election of directors by way
of separate resolutions:

         2.1 Professor Piet Delport (72)                                 47.75%           52.25%             938 897 097            69.00%                    2.36%
         2.2 Doctor Pine Pienaar (68)                                    7.74%           52.26%              938 847 097            68.99%                    2.36%

Ordinary resolution number 3: Place 45 270 329 of the authorised
unissued ordinary shares under the control of the directors              12.82%           87.18%             933 239 461            68.58%                    2.77%

Ordinary resolution number 4: General authority to issue ordinary
shares for cash                                                          12.32%          87.68%              970 731 823            71.34%                    0.02%

Ordinary resolution number 5: Approval of reappointment of the
auditor                                                                  65.48%          34.52%              970 731 850            71.34%                    0.02%

Ordinary resolutions numbers 6.1 to 6.3: Election of the company's
audit and risk committee members:

        6.1 Sonja De Bruyn (54)                                          64.12%          35.88%              933 239 488            68.58%                    2.77%
        6.2 Per Lagerström (61)                                          64.12%          35.88%              933 239 488            68.58%                    2.77%
        6.3 Mamongae Mahlare (50)                                        64.19%          35.81%              933 239 488            68.58%                    2.77%

Ordinary resolutions numbers 7.1 to 7.3: Election of the company's
social and ethics committee members:

        7.1 Murphy Morobe (69) subject to passing of resolution 1.2      64.14%          35.86%              933 239 488            68.58%                    2.77%
        7.2 Sonja De Bruyn (54)                                          64.14%          35.86%              933 239 488            68.58%                    2.77%
        7.3 Per Lagerström (66)                                          64.14%          35.86%              933 239 488            68.58%                    2.77%

Ordinary resolution number 8: Signing authority                          64.19%          35.81%              933 189 488            68.58%                    2.78%

Ordinary resolutions numbers 9.1 and 9.2: Non-binding advisory
endorsement of remuneration policy and implementation report:

        9.1 Advisory endorsement of remuneration policy                  13.24%          86.76%              901 054 708            66.22%                    5.14%
        9.2 Advisory endorsement of remuneration implementation
        report                                                           13.30%          86.70%              901 054 708            66.22%                    5.14%

Special resolutions

Special resolution number 1: Approval of non-executive directors'
remuneration with effect from 1 March 2026                               12.75%          87.25%              938 597 070            68.98%                     2.38%

Special resolution number 2: General authority to repurchase
company shares                                                           27.07%          72.93%              938 897 097            69.00%                     2.36%

Special resolution number 3: Financial assistance to directors,
prescribed officers and employee share scheme beneficiaries              22.88%          77.12%              938 597 097            68.98%                     2.38%

Special resolution number 4: Financial assistance to related or inter-
related entities                                                         23.09%          76.91%              938 597 097            68.98%                     2.38%

*Total votable share capital is 1 360 758 167

In summary, the following resolutions passed, having received the required majority:

    •   Ordinary resolution 1.1
    •   Ordinary resolution 1.2
    •   Ordinary resolution 5
    •   Ordinary resolution 6.1
    •   Ordinary resolution 6.2
    •   Ordinary resolution 6.3
    •   Ordinary resolution 7.1
    •   Ordinary resolution 7.2
    •   Ordinary resolution 7.3
    •   Ordinary resolution 8

The remaining ordinary resolutions, as well as all special resolutions, did not receive the required majority and therefore did not pass.
The recording and attendance register will be made available on the company's website at www.rmh.co.za in due course.

RENEWAL OF CAUTIONARY

Shareholders are referred to the firm intention announcement ("FIA") released on 9 February 2026, advising that Attbid Proprietary Limited ("AttBid") had delivered a firm
intention to make a general offer to acquire all of the ordinary shares in RMH not already owned by it, in accordance with the Companies Act, no 71 of 2008 (the "Companies
Act") and the Companies Regulations, 2011 (the "Companies Regulations").

Shareholders are further referred to the announcement released on 24 February 2026, advising of additional acquisitions of RMH shares by AttBid, which resulted in the
general offer becoming a mandatory offer in terms of the Companies Act and Companies Regulations.

The Company, together with the Independent Board and its advisers, is continuing to finalise the mandatory offer circular, which is expected to be distributed to shareholders
on or about Monday, 9 March 2026.

Accordingly, as these processes remain ongoing, shareholders are advised to continue exercising caution when dealing in RMH's securities until a further announcement is
made.

The board of directors of RMH 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
4 March 2026

Sponsor: BSM Sponsors Proprietary Limited

Date: 04-03-2026 04:00:00
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