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Report on proceedings at the RMH Annual General Meeting
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
At the thirty seventh annual general meeting ("AGM" or "meeting") of the shareholders of RMH held on 5 March 2025, all the ordinary and special resolutions proposed at
the meeting were approved by the requisite majority of votes, with the exception of Ordinary resolution number 3: General authority to issue ordinary shares for cash and
Special resolution number 1: Approval of non-executive directors' remuneration.
The total number of voteable shares represented in person or by proxy at the AGM was 743 008 444 ordinary shares, representing 53% of RMH's issued share capital of
1 392 933 199 ordinary shares as at Friday, 28 February 2025, 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 1.3 Re-election of directors by
way of separate resolutions:
1.1 Sonja De Bruyn (52) 75.69% 24.31% 742 870 594 53.33% 0.01%
1.2 Per Lagerström (60) 99.90% 0.10% 742 870 594 53.33% 0.01%
1.3 Mamongae Mahlare (49) 99.61% 0.39% 742 870 594 53.33% 0.01%
Ordinary resolution number 2: Place 45 270 329 of the authorised
unissued ordinary shares under the control of the directors 75.97% 24.03% 742 870 594 53.33% 0.01%
Ordinary resolution number 3: General authority to issue ordinary 742 870 594 53.33% 0.01%
shares for cash 72.86% 27.14%
Ordinary resolution number 4: Approval of reappointment of the 53.33% 0.01%
auditor 99.90% 0.10% 742 870 594
Ordinary resolutions numbers 5.1 to 5.3: Election of the company's
audit and risk committee members:
5.1 Sonja De Bruyn (52) subject to passing of resolution 1.1 75.69% 24.31% 742 870 594 53.33% 0.01%
5.2 Per Lagerström (60) subject to passing of resolution 1.2 99.49% 0.51% 742 870 594 53.33% 0.01%
5.3 Mamongae Mahlare (49) subject to passing of resolution 53.33%
1.3 99.61% 0.39% 742 870 594 0.01%
Ordinary resolutions numbers 6.1 to 6.3: Election of the company's
social and ethics committee members:
6.1 Murphy Morobe (67) 99.60% 0.40% 742 870 594 53.33% 0.01%
6.2 Sonja De Bruyn (52) subject to passing of resolution 1.1 75.98% 24.02% 742 870 594 53.33% 0.01%
6.3 Per Lagerström (60) subject to passing of resolution 1.2 99.61% 0.39% 742 870 594 53.33% 0.01%
Ordinary resolution number 7: Signing authority 99.97% 0.03% 742 870 594 53.33% 0.01%
Ordinary resolutions numbers 8.1 and 8.2: Non-binding advisory
endorsement of remuneration policy and implementation report:
8.1 Advisory endorsement of remuneration policy 76.04% 23.96% 742 870 594 53.33% 0.01%
8.2 Advisory endorsement of remuneration implementation
report 75.97% 24.03% 742 870 594 53.33% 0.01%
Special resolutions
Special resolution number 1: Approval of non-executive directors' 53.33%
remuneration with effect from 1 March 2025 72.85% 27.15% 742 870 594 0.01%
Special resolution number 2: General authority to repurchase 53.33%
company shares 99.96% 0.04% 742 870 594 0.01%
Special resolution number 3: Financial assistance to directors, 53.33%
prescribed officers and employee share scheme beneficiaries 98.99% 1.01% 742 870 594 0.01%
Special resolution number 4: Financial assistance to related or inter-
related entities 99.96% 0.04% 742 870 594 53.33% 0.01%
*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. The recording and attendance register
will be made available on the company's website at www.rmh.co.za in due course.
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 March 2025
Sponsor
BSM Sponsors
Date: 05-03-2025 03:45:00
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