RMB HOLDINGS LIMITED - Report on proceedings at the RMH Annual General Meeting and dealing in securities by the Company

Report on proceedings at the RMH Annual General Meeting and dealing in securities by the Company

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 DEALING IN SECURITIES BY THE COMPANY

REPORT ON PROCEEDINGS AT THE RMH ANNUAL GENERAL MEETING

At the thirty third annual general meeting (“AGM” or “meeting”) of the shareholders of RMH held on 15 September 2021 all the ordinary and special resolutions proposed at
the meeting were approved by the requisite majority of votes except for ordinary resolution 3, relating to the general authority to issue ordinary shares for cash. 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
                                                                                    %                                                 issued share             issued share
                                                                                                             Number of                capital*                 capital*
                                                                   For                   Against             shares voted                 %                       %

Ordinary resolutions
1. Re-election of directors
1.1 James Teeger                                                   99.99                 0.01                749 428 245                53.09                     0.14
1.2 Mamongae Mahlare                                               100.00                0.00                749 435 255                53.09                     0.14
2. General authority to place 5% (five percent) of the issued
ordinary shares under the control of the directors                 82.95                 17.05               749 402 996                53.09                     0.14
3. General authority to issue ordinary shares for cash             63.67                 36.33               749 460 816                53.09                     0.13
4. Approval of re-appointment of auditor                           99.18                 0.82                749 416 646                53.09                     0.14
5. Appointment of Audit and Risk Committee members
5.1 Sonja De Bruyn                                                 90.09                 9.91                749 430 245                53.09                     0.14
5.2 Per Lagerstrom                                                 99.97                 0.03                749 427 545                53.09                     0.14
5.3 James Teeger                                                   99.99                 0.01                749 427 745                53.09                     0.14
6. Signing authority                                               100.00                0.00                747 529 613                52.95                     0.27
7.1: Advisory endorsement of the remuneration policy               83.09                 16.91               749 410 006                53.09                     0.14
7.2: Advisory endorsement of the remuneration
implementation report                                              88.21                 11.79               749 409 306                53.09                     0.14
Special resolutions
1. Approval of non-executive directors’ remuneration with
effect 1 December 2021                                             99.89                 0.11                749 071 611                53.06                     0.16
2. General authority to repurchase Company shares                  99.92                 0.08                749 555 886                53.10                     0.13
3. Financial assistance to directors, prescribed officers and
employee share scheme beneficiaries                                93.92                 6.08                749 348 617                53.08                     0.14
4. Financial assistance to related or inter-related entities       99.96                 0.04                749 085 840                53.06                     0.16
*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.

DEALING IN SECURITIES BY THE COMPANY

As announced on 4 January 2021, in December 2020, RMH bought call options to hedge its exposure to cash-settled appreciation rights (SARs) granted to employees. A
decision was made to extend the maturity date on the call options by a further 12 months.

In compliance with the JSE Limited Listings Requirements, the following information is disclosed:

Company                                              :    RMH
Date of initial transaction                          :    31 December 2020
Nature of transaction                                :    Off market acquisition of RMH call options
Class of securities                                  :    Options on ordinary shares
Number of options                                    :    19 514 151
Option style                                         :    European
Option type                                          :    Call
Call strike price                                    :    R0.0001 per share
Delta reference                                      :    R1.3625 per share
Total premium paid                                   :    R26 693 902.00
Premium payment date                                 :    4 January 2021
Additional premium                                   :    R85 471.98
Additional premium payment date                      :    14 September 2021
New expiry date                                      :    26 September 2022
Nature of interest                                   :    Direct beneficial
Clearance obtained                                   :    Yes

Sandton
15 September 2021

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

Date: 15-09-2021 12:30:00
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