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RAND MERCHANT INVESTMENT HOLDINGS LIMITED - Report on proceedings at the annual general meeting and change of registered office

Release Date: 04/12/2020 13:57
Code(s): RMI     PDF:  
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Report on proceedings at the annual general meeting and change of registered office

RAND MERCHANT INVESTMENT HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2010/005770/06)
ISIN: ZAE000210688
JSE ordinary share code: RMI
("RMI" or "the company")

REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING AND CHANGE OF REGISTERED OFFICE

1. Report on proceedings at the annual general meeting

At the tenth annual general meeting ("AGM" or “meeting”) of the shareholders of RMI held on Thursday, 3 December 2020, all the ordinary and special resolutions
proposed at the meeting were approved by the requisite majority of votes. In this regard, RMI confirms the voting statistics from the AGM as follows:

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

Ordinary resolutions number 1.1 to 1.7:
Re-election of directors
   1.1 Johan Petrus Burger                                         90.55%             9.45%         1 282 378 188       83.72%               0.02%
   1.2 Lauritz Lanser Dippenaar                                    95.87%             4.13%         1 270 514 833       82.94%               0.79%
   1.3 Paul Kenneth Harris                                         95.87%             4.13%         1 270 514 833       82.94%               0.79%
   1.4 Albertinah Kekana                                           92.44%             7.56%         1 282 376 508       83.72%               0.02%
   1.5 Matsotso Mamongae Mahlare                                   97.24%             2.76%         1 282 374 508       83.72%               0.02%
   1.6 Obakeng Phetwe                                              96.28%             3.72%         1 282 374 508       83.72%               0.02%
   1.7 James Andrew Teeger                                         96.88%             3.12%         1 282 376 508       83.72%               0.02%

Advisory endorsement of remuneration policy                        80.50%             19.50%        1 282 097 937       83.70%               0.04%
Advisory endorsement of remuneration implementation report         80.10%             19.90%        1 282 352 254       83.71%               0.02%

Ordinary resolution number 2: Place 5% of the authorised
ordinary shares under the control of the directors                 94.70%             5.30%         1 282 376 508       83.72%               0.02%

Ordinary resolution number 3: General authority to issue
ordinary shares for cash                                           75.94%             24.06%        1 282 377 436       83.72%               0.02%

Ordinary resolution number 4: Approval of re-appointment of
auditor                                                            95.63%             4.37%         1 270 513 153       82.94%               0.79%

Ordinary resolutions number 5.1 to 5.4:
Appointment of the company’s audit and risk committee
members
  5.1 Johan Petrus Burger                                          98.24%             1.76%         1 282 376 508       83.72%               0.02%
  5.2 Sonja Emilia Ncumisa de Bruyn                                97.07%             2.93%         1 282 376 508       83.72%               0.02%
  5.3 Per-Erik Lagerstrom                                          99.99%             0.01%         1 282 376 508       83.72%               0.02%
  5.4 James Andrew Teeger                                          98.49%             1.51%         1 282 376 508       83.72%               0.02%

Ordinary resolution number 6: Signing authority                    100.00%            0.00%         1 282 376 154       83.72%               0.02%

Special resolutions

Special resolution number 1: Approval of non-executive
directors’ remuneration with effect from 1 December 2020           99.38%             0.62%         1 282 359 154       83.72%              0.02%
 
Special resolution number 2: General authority to repurchase
company shares                                                     99.61%             0.39%         1 282 365 397       83.72%              0.02%

Special resolution number 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                                                97.81%             2.19%         1 282 377 436       83.72%              0.02%

Special resolution number 4: Financial assistance to directors,
prescribed officers and employee share scheme beneficiaries        92.24%             7.76%         1 282 375 117       83.72%              0.02%
Special resolution number 5: Financial assistance to related and
inter-related entities                                             99.60%             0.40%         1 282 377 436       83.72%              0.02%

*Total issued share capital is 1 531 807 770 ordinary shares.

The special resolutions will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course.

Reference was made at the AGM that a presentation on RMI’s strategic design would be made available on RMI’s website. The presentation is available on
https://www.rmih.co.za/investor-relations?section=financial-statements

2. Change of registered office

RMI shareholders are advised that the company’s registered office has changed to 12th Floor, The Bank, corner of Cradock and Tyrwhitt avenues, Rosebank,
Johannesburg, 2196. The new postal address is Private Bag X1000, Saxonworld, 2132 and the switchboard number is +27 10 753 2430.

Sandton
4 December 2020

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

Date: 04-12-2020 01:57:00
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