RMB HOLDINGS LIMITED - Report on proceedings at the RMH annual general meeting & update on APH loan conversion

Report on proceedings at the RMH annual general meeting & update on APH loan conversion

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 UPDATE ON APH LOAN CONVERSION


REPORT ON PROCEEDINGS AT THE RMH ANNUAL GENERAL MEETING

At the thirty sixth annual general meeting ("AGM" or "meeting") of the shareholders of RMH held on 5 December 2023, 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                                Shares voted             Shares abstained
                                                                   percentage in relation to the total                          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
                                                                                 %                                               votable share              votable share
                                                                                                           Number of                capital*                   capital*
                                                                           For                 Against
                                                                                                          shares voted                      %                        %
Ordinary resolutions

1. Re-election and appointment of directors
1.1 Murphy Morobe                                                           99.93               0.07       705 627 383                   50.66                     0.09
1.2 Udo Lucht                                                               98.06               1.94       705 633 033                   50.66                     0.09
1.3 Herman Bosman                                                           98.04               1.96       705 573 033                   50.65                     0.10
2. General authority to place 5% (five percent) of the issued
ordinary shares under the control of the directors                          95.49               4.51       705 511 500                   50.65                     0.10
3. General authority to issue ordinary shares for cash                      95.26               4.74       705 510 942                   50.65                     0.10
4. Approval of re-appointment of auditor                                    99.65               0.35       705 511 858                   50.65                     0.10
5. Election of audit and risk committee members
5.1 Sonja De Bruyn                                                          97.07               2.93       705 504 502                   50.65                     0.10
5.2 Per Lagerstrom                                                          99.94               0.06       705 510 152                   50.65                     0.10
5.3 James Teeger                                                            99.98               0.02       705 510 152                   50.65                     0.10
6. Signing authority                                                        98.92               1.08       705 504 681                   50.65                     0.10
7.1: Advisory endorsement of the remuneration policy                        94.59               5.41       705 462 139                   50.65                     0.11
7.2: Advisory endorsement of the remuneration
implementation report                                                       94.60               5.40       705 462 139                   50.65                     0.11


Special resolutions

1. Approval of non-executive directors' remuneration with
effect 1 December 2023                                                        98.80                1.20       705 493 097                50.65                     0.10
2. General authority to repurchase Company shares                             99.91                0.09       705 506 069                50.65                     0.10
3. Financial assistance to directors, prescribed officers and
employee share scheme beneficiaries                                           96.68                3.32       705 476 181                50.65                     0.10
4. Financial assistance to related or inter-related entities                  98.90                1.10       705 506 277                50.65                     0.10
*Total votable share capital is 1 392 933 199

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

UPDATE ON APH LOAN CONVERSION

Shareholders are referred to the SENS announcement released on 24 October 2023 wherein Shareholders were advised of the details of the repayment of the loan by
Atterbury Property Holdings Proprietary Limited ("APH"). All defined terms from that SENS will hold the same meaning herein.

RMH hereby confirms that in accordance with the terms of the agreement, APH has settled the balance of the loan, being R325 million, through the issue of the
Conversion Shares. As a result, RMH has received 17 876 140 additional APH shares, based on the conversion calculation and the June 2023 IFRS NAV of APH, as
approved by the APH board. RMH now owns 45 376 140 APH shares, or 38.5% of APH.

As Shareholders are aware, this past financial cycle RMH changed its year end to September. RMH's 30 September 2023 reviewed results are scheduled for release on or
about 13 December 2023 and an investor call has been scheduled for 14 December 2023 at 10h00. Details of the call can be found https://rmh.co.za/investor-relation/.

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
5 December 2023

Sponsor
BSM Sponsors Proprietary Limited

Date: 05-12-2023 02:30:00
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