THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTIONThe definitions and interpretations commencing on page 9 of this Circular apply, mutatis mutandis, throughout this Circular, including to this front cover.Action required:• If you are in any doubt as to the action you should take, please consult your Broker, CSDP, banker, accountant, attorney

or other professional advisor immediately.

• If you have disposed of any or all your Shares on or before Tuesday, 19 May 2020, or disposed of any of your Remgro Shares before Tuesday, 2 June 2020, please forward this Circular to the purchaser of such Shares or Remgro Shares, as the case may be or to the Broker, CSDP, banker, accountant, attorney, or other agent through whom the disposal was effected.

• Shareholders are referred to the section titled: “Actions required by Shareholders” commencing on page 5 of this Circular, which sets out the action required by them.

The RMH Board and RMH do not accept responsibility, and will not be held liable, for any action of, or omission by, any CSDP or Broker including, without limitation, any failure on the part of the CSDP or Broker of any beneficial owner of Shares to notify such beneficial owner of the details set out in this Circular.

Nothing in this Circular constitutes (or forms part of) any offer for the sale of, or solicitation of any offer to purchase or subscribe for, any Shares or any FirstRand Shares in any jurisdiction, nor shall it, or any part of it, form the basis of or be relied upon in connection with any contract or commitment whatsoever in any jurisdiction.

RMB Holdings Limited(Incorporated in the Republic of South Africa)

(Registration Number: 1987/005115/06)ISIN: ZAE000024501

Share code: RMH (“RMH” or the “Company”)

CIRCULAR TO SHAREHOLDERSrelating to:• the pro rata unbundling by RMH of its entire shareholding in FirstRand (less the FirstRand Disposal Shares) to

Shareholders by way of a distribution in specie in terms of section 46 of the Companies Act and section 46 of the Income Tax Act, constituting the disposal of the greater part of the assets of RMH in terms of section 112 of the Companies Act (read with section 115 of the Companies Act). The FirstRand Distribution Shares will be distributed to Shareholders in the Distribution Ratio of 1.31189 FirstRand Distribution Shares for every 1 Share held at the RMH Unbundling Record Date

and including:• a report prepared by the Independent Expert in terms of section 112 of the Companies Act (read with Regulation 90 of

the Companies Regulations) attached as Annexure 1; • extracts of section 115 of the Companies Act dealing with the approval requirements for fundamental transactions and

section 164 of the Companies Act dealing with Dissenting Shareholders’ Appraisal Rights attached as Annexure 2; • a notice convening a General Meeting of Shareholders;• a form of proxy (yellow) for the General Meeting to be used by Certificated Shareholders and “own-name” Dematerialised

Shareholders only; and• an electronic participation General Meeting Guide.

Financial Advisor and Sponsor Legal Advisor as to South African law

Legal Advisor as to US and UK law

Independent Expert Independent Reporting Accountants and Auditors

Transfer Secretaries

Date of issue: Thursday, 30 April 2020This Circular is only available in English. This Circular will be made available for inspection by Shareholders from the date of posting of this Circular on Thursday, 30 April 2020 up to and including the date of the General Meeting on Monday, 1 June 2020, on RMH’s website, https://www.rmh-online.co.za/stakeholder-relations/restructure-of-rmh/.

CORPORATE INFORMATION AND ADVISORS

Year of incorporation

1987

Place of incorporation

South Africa

Company Secretary and Registered Office

Ellen Marais (BCom (Hons), CA(SA))RMB Holdings Limited(Registration Number 1987/005115/06)3rd Floor, 2 Merchant PlaceCorner Fredman Drive and Rivonia RoadSandton2196(PO Box 786273, Sandton 2146)

Independent Reporting Accountants and Auditors

PricewaterhouseCoopers Inc.(Registration Number 1998/012055/21) 4 Lisbon Lane, Waterfall CityJukskei View2090 (Private Bag X36, Sunninghill, 2157)

Financial Advisor and Transaction Sponsor

Rand Merchant Bank (A division of FirstRand Bank Limited)(Registration Number 1929/001225/06)1 Merchant PlaceCorner Fredman Drive and Rivonia RoadSandton2196(PO Box 786273, Sandton, 2146)

Transfer Secretaries

Computershare Investor Services Proprietary Limited(Registration Number 2004/003647/07)15 Biermann AvenueRosebankJohannesburg2195(Private Bag X9000, Saxonwold, 2132)

Legal Advisor as to South African law

Bowman Gilfillan Inc(Registration Number 1998/021409/21)11 Alice LaneSandton2196(PO Box 785812, Sandton, 2146)

Legal Advisor as to US and UK law

Davis Polk & Wardwell London LLP5 Aldermanbury SquareLondonEC2V 7HR

Independent Expert

Merrill Lynch South Africa Proprietary Limited trading as BofA Securities (Registration Number 1995/001805/07)3rd Floor, The Place1 Sandton DriveSandton2196(PO Box 651987, Benmore, 2010)

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TABLE OF CONTENTS

Page

CORPORATE INFORMATION AND ADVISORS IFC

IMPORTANT LEGAL NOTICES 2

ACTIONS REQUIRED BY SHAREHOLDERS 5

IMPORTANT DATES AND TIMES 7

DEFINITIONS AND INTERPRETATIONS 9

CIRCULAR TO SHAREHOLDERS 15

1. INTRODUCTION 152. RATIONALE FOR THE RMH UNBUNDLING 163. REMGRO UNBUNDLING 164. PRE-UNBUNDLING STEPS 175. RMH UNBUNDLING TERMS AND MECHANICS 186. CONDITIONS PRECEDENT 217. PRO FORMA FINANCIAL EFFECTS OF THE RMH UNBUNDLING 218. RMH TAKE-ON NAV 229. INFORMATION RELATING TO RMH 2410. FINANCIAL INFORMATION 3111. MAJOR BENEFICIAL SHAREHOLDERS 3312. MAJOR BENEFICIAL REMGRO SHAREHOLDERS 3413. SHARE CAPITAL OF RMH 3414. DIRECTORS’ INTERESTS IN RMH AND FIRSTRAND SHARES 3415. MATERIAL CONTRACTS 3716. MATERIAL LOANS 3717. LITIGATION 3718. MATERIAL CHANGES 3719. INDEPENDENT EXPERT’S REPORT 3720. INDEPENDENT BOARD’S VIEWS ON THE RMH UNBUNDLING 3821. RMH BOARD RECOMMENDATION 3822. DIRECTORS’ RESPONSIBILITY STATEMENTS 3823. RMH UNBUNDLING COSTS 3924. GENERAL MEETING 3925. CONSENTS 4026. DISCLOSURE OF CONFLICTS OF INTEREST 4027. DOCUMENTS AVAILABLE FOR INSPECTION 40

ANNEXURE 1: INDEPENDENT EXPERT’S REPORT ON THE RMH UNBUNDLING 42

ANNEXURE 2: EXTRACTS OF SECTIONS 115 AND 164 OF THE COMPANIES ACT 49

ANNEXURE 3: INFORMATION FOR FOREIGN SHAREHOLDERS 53

ANNEXURE 4: TAXATION CONSIDERATIONS FOR THE RMH UNBUNDLING 55

ANNEXURE 5: EXCHANGE CONTROL CONSIDERATIONS FOR THE RMH UNBUNDLING 57

ANNEXURE 6: PRO FORMA FINANCIAL INFORMATION 58

ANNEXURE 7: INDEPENDENT REPORTING ACCOUNTANTS REPORT ON THE PRO FORMA FINANCIAL INFORMATION 62

ANNEXURE 8: RMH RISK FACTORS 64

ANNEXURE 9: SCHEDULE OF THIRD-PARTY DEBT 67

NOTICE OF GENERAL MEETING 68

ELECTRONIC PARTICIPATION GENERAL MEETING GUIDE 71

FORM OF PROXY Attached

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IMPORTANT LEGAL NOTICES

The definitions and interpretations commencing on page 9 of this Circular apply, mutatis mutandis, to this section and throughout this Circular.

GENERAL

This Circular does not constitute or form part of any offer or invitation to purchase, subscribe for, sell or issue, or any solicitation of any offer to purchase, subscribe for, sell or issue, Shares, FirstRand Shares, or any other securities in RMH or FirstRand.

The release, publication or distribution of this Circular in jurisdictions other than South Africa and the US may be restricted by law. The distribution of FirstRand Shares to Foreign Shareholders in terms of the RMH Unbundling may be affected by the laws of the relevant Foreign Shareholders’ jurisdiction. In this regard, Foreign Shareholders are referred to the further detail set out below.

APPLICABLE LAWS

The RMH Unbundling is proposed solely in terms of this Circular and this Circular sets out the terms and conditions on which the RMH Unbundling is to be implemented.

The RMH Unbundling involves the securities of a South African registered company which is listed on the JSE and is governed by, and must be construed in accordance with, the laws of South Africa including its procedural laws and disclosure requirements.

This Circular has been prepared for purposes of complying with the applicable disclosure requirements of the Companies Act, the Companies Regulations and the Listings Requirements, and the information disclosed may not be the same as that which would have been disclosed had this Circular been prepared in accordance with the laws and regulations of any jurisdiction outside of South Africa.

Any Shareholder who is in doubt as to their position regarding the contents of this Circular, including, without limitation, their ability to receive the distribution of FirstRand Shares constituting the FirstRand Distribution Shares contemplated in this Circular, or their tax status, should consult an appropriate independent professional advisor in the relevant jurisdiction without delay.

SHAREHOLDER APPROVAL OF THE RMH UNBUNDLING

The RMH Unbundling is deemed to constitute a Section 112 Disposal, and must be approved by a special resolution (the “Unbundling Resolution”), in accordance with sections 112 and 115(2)(a) of the Companies Act, at the General Meeting, at which meeting, for quorum purposes, at least three Shareholders must be present, and such Shareholders present must be entitled to exercise, in aggregate, at least 25% of all the voting rights that are entitled to be exercised at the General Meeting.

POTENTIAL COURT APPROVAL

Shareholders are advised that, in accordance with section 115(3) of the Companies Act, RMH may, in certain circumstances, not proceed to implement the RMH Unbundling without the approval of the court, despite the fact that the Unbundling Resolution set out in the notice of General Meeting will have been duly adopted at the General Meeting.

In this regard, a copy of section 115 of the Companies Act, which details the circumstances under which court approval may be required for implementation of the RMH Unbundling, is set out in Annexure 2 to this Circular.

DISSENTING SHAREHOLDERS’ APPRAISAL RIGHTS

In terms of section 164 of the Companies Act, Shareholders who are entitled to vote on the Unbundling Resolution in the notice of General Meeting, are advised of their Appraisal Rights as follows:

• at any time before the Unbundling Resolution in the notice of General Meeting is to be voted on at the General Meeting, a Shareholder (who is entitled to vote at the General Meeting) may give RMH written notice objecting to the Unbundling Resolution in the notice of General Meeting;

• within 10 Business Days after RMH has adopted the Unbundling Resolution in the notice of General Meeting, RMH must send a notice confirming that the Unbundling Resolution in the notice of General Meeting has been adopted, to each relevant Shareholder who gave RMH written notice of objection and has

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neither withdrawn that notice nor voted in favour of the Unbundling Resolution in the notice of General Meeting; and

• a Shareholder who has given RMH written notice in terms of section 164 of the Companies Act objecting to the Unbundling Resolution in the notice of General Meeting and has complied with all of the procedural requirements set out in section 164 of the Companies Act may, if the Unbundling Resolution in the notice of General Meeting has been adopted, demand in writing that:

– within 20 Business Days after receipt of the notice referred to above; or

– if the Shareholder does not receive the notice from RMH referred to above, within 20 Business Days after learning that the Unbundling Resolution in the notice of General Meeting has been adopted,

RMH pay the Shareholder fair value (in terms of and subject to the requirements set out in section 164 of the Companies Act) for all the Shares held by that Shareholder.

A copy of section 164 of the Companies Act pertaining to the Appraisal Rights of a Dissenting Shareholder is set out in Annexure 2 to this Circular.

Before exercising their Appraisal Rights under section 164 of the Companies Act, in relation to the RMH Unbundling, all Shareholders should have regard to:

• section 164(9) of the Companies Act in terms of which upon sending the demand contemplated above and thus exercising their Appraisal Rights, a Dissenting Shareholder shall have no further rights in respect of their Shares (including the right to participate in the RMH Unbundling) (although if they subsequently withdraw their demand prior to a fair value offer being made by RMH, their Shareholder rights will be reinstated); the Independent Expert’s Report set out in Annexure 1 to this Circular, which concludes that the RMH Unbundling is fair and reasonable to Shareholders, as each of these terms is defined in the Companies Act;

• the tax consequences of exercising their Appraisal Rights, which in the case of Shareholders resident in South Africa is outlined in Annexure 4 to this Circular; and

• the fact that the court is empowered to grant a costs order in favour of, or against, a Dissenting Shareholder, as may be applicable.

NOTICE TO REMGRO SHAREHOLDERS

Pursuant to the Remgro Unbundling, Remgro Shareholders recorded as Shareholders on the RMH Unbundling Record Date, will participate in the RMH Unbundling. Remgro Shareholders should note that until such time as they become Shareholders, this Circular is available to them for information purposes only.

TRP APPROVAL

Shareholders are advised that the RMH Unbundling is deemed to constitute a Section 112 Disposal, and as such, constitutes an “affected transaction” as defined in section 117(1)(c)(i) of the Companies Act. Consequently, the RMH Unbundling is regulated by the Companies Act and the Companies Regulations and requires the approval of the TRP. The RMH Unbundling is subject to the condition that the TRP issues the compliance certificate required in terms of section 119(6) of the Companies Act.

Shareholders should take note that the TRP does not consider the commercial advantages or disadvantages of “affected transactions” when it approves such transactions.

FOREIGN SHAREHOLDERS: GENERAL

No action has been taken by RMH to obtain any approval, authorisation or exemption to permit the distribution of the FirstRand Distribution Shares or the possession or distribution of this Circular (or any other publicity material relating to the FirstRand Distribution Shares) in any jurisdictions other than South Africa or Canada.

The RMH Unbundling is being conducted under the procedural requirements and disclosure standards of South Africa which may be different from those applicable in other jurisdictions. The legal implications of the RMH Unbundling on persons resident or located in jurisdictions outside of South Africa may be affected by the laws of the relevant jurisdiction. Such persons should consult their professional advisers and inform themselves about any applicable legal requirements, which they are obligated to observe. It is the responsibility of any such person wishing to participate in the RMH Unbundling to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection therewith.

Foreign Shareholders resident in Australia, Canada, the US, the United Kingdom, the European Union and Japan should refer to and take into account the disclaimers set out in Annexure 3 to this Circular in relation to those jurisdictions. RMH has been advised that Shareholders in these jurisdictions should be able to, subject to disclaimers, vote at the General Meeting and receive FirstRand Distribution Shares in terms of the RMH Unbundling.

Foreign Shareholders in those jurisdictions should nevertheless consult their own professional advisors and satisfy themselves as to the applicable legal requirements in their jurisdiction.

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Notwithstanding the foregoing, any FirstRand Distribution Shares to which Foreign Excluded Shareholders are entitled but are unable, as result of applicable law in their jurisdiction, to receive and/or hold, will be held in trust by the Transfer Secretaries on their behalf, aggregated and disposed of on the JSE by the Transfer Secretaries for the benefit of such Foreign Excluded Shareholders.

CSDPs will be responsible for informing the Transfer Secretaries of all Dematerialised Shares held by them on behalf of Foreign Excluded Shareholders. The Transfer Secretaries will determine which Certificated Shareholders are Foreign Excluded Shareholders.

Foreign Excluded Shareholders will, in respect of their shareholdings, receive the average cash value of the relevant FirstRand Distribution Share(s) (net of costs), based on the average price at which such FirstRand Distribution Shares held by Foreign Excluded Shareholders were sold. The average cash value will be calculated and the consideration due to each Foreign Excluded Shareholder will be paid only once all these FirstRand Distribution Shares have been disposed of.

Shareholders who are not residents of South Africa or whose registered addresses fall outside of South Africa should contact their CSDP or Broker if they are uncertain of the impact of the RMH Unbundling on them.

CERTAIN FORWARD-LOOKING STATEMENTS

This Circular contains statements about RMH, FirstRand and RMH Property that are, or may be, forward-looking statements. All statements, other than statements of historical fact, are, or may be deemed to be, forward-looking statements, including, without limitation, those concerning: strategy; the macro or micro economic outlook of the banking or financial services sector in South Africa; international global economic performance, fiscal policies and political risk considerations including any unforeseen changes to these owing to any national or international crisis management policy or associated decision; financial valuations, performance expectations or other financial results; growth prospects and outlook for investment portfolios, individually or in the aggregate; capital maintenance, liquidity, debt measures, gearing ratios and capital resources and expenditure. These forward-looking statements are not based on historical facts, but rather reflect current expectations concerning future results and events and generally may be identified by the use of forward-looking words or phrases such as “believe”, “aim”, “expect”, “anticipate”, “intend”, “foresee”, “forecast”, “likely”, “should”, “planned”, “may”, “estimated”, “potential” or similar words and phrases.

Examples of forward-looking statements include statements regarding a future financial position or future profits, expected profit or growth margins, cash flows, corporate strategy, estimates of capital expenditures, acquisition strategy, or future capital expenditure levels, and other economic, fiscal and political factors.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. RMH cautions that forward-looking statements do not constitute any kind of guarantee of future performance. Actual results, financial and operating conditions, liquidity, capital maintenance and the developments within the banking, property or financial services sectors in which RMH and/or FirstRand and/or RMH Property operates may differ materially from those made in, or suggested by, the forward-looking statements contained in this Circular.

Each of these forward-looking statements are based on estimates and assumptions, all of which, although RMH may believe them to be reasonable, are inherently uncertain. Such estimates, assumptions or statements may not eventuate. Many factors (including factors not yet known to RMH, or not currently considered material) could cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied in those estimates, statements or assumptions.

Shareholders should keep in mind that any forward-looking statement made in this Circular or elsewhere, is applicable only at the date on which such forward-looking statement is made. New factors that could cause the business of RMH or FirstRand or RMH Property, or other matters to which such forward-looking statements relate, not to develop as expected may emerge from time to time and it is not possible to predict all of them.

Further, the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statement are not known. RMH has no duty to, and does not intend to, update or revise the forward-looking statements contained in this Circular after the date of this Circular, except as may be required by law.

Any forward-looking statements have not been reviewed nor reported on by the external auditors.

DATE OF INFORMATION PROVIDED

Unless the context clearly indicates otherwise, all information provided in this Circular is provided as at the Last Practicable Date.

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ACTIONS REQUIRED BY SHAREHOLDERS

The definitions and interpretations commencing on page 9 apply, mutatis mutandis, to this section and throughout this Circular.

Please take careful note of the following provisions regarding the actions required by Shareholders:

If you are in any doubt as to what action to take, please consult your Broker, CSDP, banker, accountant, attorney or other professional advisor immediately.

If you have disposed of all your Shares on or before Tuesday, 19 May 2020, or disposed of your Remgro Shares before Tuesday, 2 June 2020, this Circular should be handed to the purchaser of such Shares, or to the Broker, CSDP, banker, accountant, attorney or other agent through whom the disposal was effected.

This Circular contains important information relating to the RMH Unbundling, being the pro rata unbundling by RMH of its entire shareholding in FirstRand (less the FirstRand Disposal Shares) to Shareholders by way of a distribution in specie in terms of section 46 of the Companies Act and section 46 of the Income Tax Act, constituting the disposal of the greater part of the assets of RMH in terms of section 112 of the Companies Act (read with section 115 of the Companies Act). The FirstRand Distribution Shares will be distributed to Shareholders in the Distribution Ratio of 131.978 FirstRand Distribution Shares for every 100.000 Shares held at the RMH Unbundling Record Date.

GENERAL MEETING

As a result of the impact of the Covid-19 pandemic and the restrictions placed on public gatherings, Shareholders are advised that the General Meeting will be held in electronic format only.

Shareholders are invited to attend the General Meeting, convened in terms of the notice of General Meeting incorporated in this Circular, which will only be accessible through electronic participation, as permitted by the JSE, the provisions of the Companies Act and RMH’s Memorandum of Incorporation at 10:00 on Monday, 1 June 2020 or at any other adjourned or postponed date and time determined in accordance with the provisions of the Companies Act and the Listings Requirements, for purposes of considering and, if deemed fit, passing, with or without modification, the Unbundling Resolution.

Shareholders are encouraged to connect to the General Meeting utilising the details set out in the “Electronic attendance and participation” section below.

Conditions to the Unbundling Resolution set out in the notice of General Meeting being proposed

It is a condition of the Unbundling Resolution set out in the notice of General Meeting that if, before it is voted on at the General Meeting, RMH receives any written notice from any Shareholder/s holding in aggregate at least 0.5% of the Shares in terms of section 164(3) of the Companies Act objecting to the Unbundling Resolution, then the chairperson of the General Meeting may close the General Meeting without putting the Unbundling Resolution to vote but, in any event, shall not be obliged to do so and may waive such condition.

ATTENDANCE AND VOTING AT THE GENERAL MEETING

Attendance at the General Meeting:

1. ELECTRONIC ATTENDANCE AND PARTICIPATION

As a consequence of the impact of the Covid-19 pandemic and the restrictions placed on public gatherings, RMH will conduct the General Meeting by way of electronic participation only.

The General Meeting will be held at 10:00 on Monday, 1 June 2020. RMH has retained the services of Computershare to host the General Meeting on an interactive electronic platform, in order to facilitate electronic participation and voting by Shareholders.

Shareholders are encouraged to connect to the General Meeting through https://web.lumiagm.com or by downloading the Lumi AGM app from the Apple App or Google Playstore and following the relevant prompts. The meeting ID is 114-335-915.

Shareholders are referred to the “Electronic Participation General Meeting Guide” attached to the notice of General Meeting for further instructions for electronic participation.

The Transfer Secretaries will by no later than Friday, 29 May 2020 notify eligible Shareholders of the username and password through which eligible Shareholders can participate electronically.

In person registration of General Meeting participants will not be carried out at the registered office of RMH.

Shareholders will be liable for their own network charges in relation to electronic participation in and/or voting at the General Meeting. Any such charges will not be for the account of the JSE, RMH and/or Computershare. None of the JSE, RMH or Computershare can be held accountable in the case of loss of network connectivity or other network failure due to insufficient airtime, internet connectivity, internet bandwidth and/or power outages which prevents any such Shareholder from participating in and/or voting at the General Meeting.

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Voting at the General Meeting

Shareholders connecting to the General Meeting will be able to participate in the General Meeting. Voting will be conducted by poll and Shareholders will be able to cast their vote electronically at the General Meeting.

Shareholders are also encouraged to submit any questions to RMH’s Company Secretary, Ellen Marais at company.secretary@rmbh.co.za. These questions will be addressed at the General Meeting and will also be responded to through email.

All eligible Shareholders will be entitled to participate in the General Meeting and to vote (or abstain from voting) on the Unbundling Resolution.

Shareholders who are participating via the electronic platform or by proxy at the General Meeting shall have 1 vote for every Share held or represented.

2. IF YOU HOLD DEMATERIALISED SHARES

Own-name registration

You are entitled to attend, or be represented by proxy, and may vote (or abstain from voting), at the General Meeting.

If you are unable to attend the General Meeting, but wish to be represented at the General Meeting, you must complete and return the attached form of proxy (yellow), in accordance with the instructions contained therein, to be received by the Transfer Secretaries, Computershare Investor Services Proprietary Limited, 1st Floor Rosebank Towers, 15 Biermann Avenue, Rosebank, Johannesburg, 2196 (Private Bag X9000, Saxonwold, 2132) as soon as possible and by no later than 10:00 on Friday, 29 May 2020 for administrative purposes.

Other than own-name registration

You are entitled to attend, or be represented by proxy, and may vote (or abstain from voting), at the General Meeting.

If you wish to be classified as attending the General Meeting in person, you must obtain the necessary letter of representation from your CSDP or Broker and a voting form from the Transfer Secretaries and must submit both to the Transfer Secretaries as soon as possible. You must also connect to the General Meeting electronically, as explained in paragraph 1 above.

If you are unable to attend the General Meeting, but wish to be represented at the General Meeting, and your CSDP or Broker has not contacted you, you are advised to contact your CSDP or Broker and provide them with your voting instructions. If your CSDP or Broker does not obtain instructions from you, they will be obliged to act in terms of your mandate furnished to them.

You must not complete the attached form of proxy (yellow). In accordance with the custody agreement between you and your CSDP or Broker, you must advise your CSDP or Broker timeously if you wish to attend, or be represented at, the General Meeting.

RMH does not accept responsibility, and will not be held liable, under any applicable law or regulation (in any jurisdiction), for any action of, or omission by, the CSDP or Broker of a Dematerialised Shareholder, including, without limitation, any failure on the part of the CSDP or Broker of any beneficial owner to notify such beneficial owner of the General Meeting or of the matters set out in this Circular.

3. IF YOU HOLD CERTIFICATED SHARES

You are entitled to attend, or be represented by proxy, and may vote (or abstain from voting) at the General Meeting. If you wish to be classified as attending the General Meeting in person, you must pre-register by providing the Transfer Secretaries with your details as well as an email address upon which you will be given further instructions. You must also connect to the General Meeting electronically, as explained in paragraph 1 above.

If you are unable to attend the General Meeting, but wish to be represented thereat, you must complete and return the attached form of proxy (yellow), in accordance with the instructions contained therein, to be received by the Transfer Secretaries, Computershare Investor Services Proprietary Limited, 1st Floor Rosebank Towers, 15 Biermann Avenue, Rosebank, Johannesburg, 2196 (Private Bag X9000, Saxonwold, 2132) as soon as possible and by no later than 10:00 on Friday, 29 May 2020 for administration purposes.

4. IDENTIFICATION

In terms of section 63(1) of the Companies Act, all General Meeting participants will be required to provide identification reasonably satisfactory to the chairman of the General Meeting, who must be reasonably satisfied that the right of that person to attend, participate in and vote at the General Meeting as a Shareholder, as proxy or as a representative of a Shareholder, has been reasonably verified. Acceptable forms of identification include valid and original South African drivers’ licenses, identity documents and passports.

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IMPORTANT DATES AND TIMES

2020

Record Date to determine which Shareholders are entitled to receive this Circular and notice of General Meeting

Friday, 17 April

Circular posted to Shareholders and notice convening the General Meeting released on SENS on

Thursday, 30 April

Last day to trade in order to be eligible to attend and vote at the General Meeting Tuesday, 19 May

Record Date in order to be eligible to attend and vote at the General Meeting Friday, 22 May

Last day to lodge forms of proxy (yellow), with the Transfer Secretaries for administrative purposes, by 10:00 on

Friday, 29 May

General Meeting to be held via electronic participation as set out in the “Actions Required by Shareholders” section of this Circular at 10:00 on

Monday, 1 June

Last date and time for Shareholders to give notice to RMH objecting to the RMH Unbundling in terms of section 164(3) of the Companies Act, by 10:00 on

Monday, 1 June

Results of General Meeting published on SENS on Monday, 1 June

If the Conditions Precedent are fulfilled or waived (where capable of waiver) and the RMH Unbundling is approved by Shareholders at the General Meeting:

The following dates assume that no court approval or review of the RMH Unbundling is required:

Finalisation announcement published on SENS on Monday, 15 June

Finalisation announcement published in the South African press on Wednesday, 17 June

Last day to trade in Shares in order to be eligible to receive the FirstRand Distribution Shares

Tuesday, 23 June

Shares trade ex the entitlement to receive the FirstRand Distribution Shares Wednesday, 24 June

Announcement in relation to the below to be released on SENS on: Thursday, 25 June

– the specified ratio in respect of apportionment of base costs of RMH for taxation purposes; and

– the cash payment applicable to fractional entitlements to the FirstRand Distribution Shares

RMH Unbundling Record Date Friday, 26 June

Dematerialised Shareholders’ accounts with their CSDP or Broker credited with the FirstRand Distribution Shares on or about

Monday, 29 June

Certificated Shareholders’ FirstRand Distribution Shares posted by registered post at the risk of such Certificated Shareholders on or about

Monday, 29 June

The following dates assume that court approval or review of the RMH Unbundling is required:

Last day for Shareholders who voted against the RMH Unbundling to require RMH to seek court approval for the RMH Unbundling in terms of section 115(3)(a) of the Companies Act, if at least 15% of the total votes of Shareholders at the General Meeting were exercised against the RMH Unbundling

5 Business Days after the General Meeting,

currently anticipated to be 8 June 2020

Last day for Shareholders who voted against the RMH Unbundling to apply to the court for a review of the RMH Unbundling in terms of section 115(3)(b) of the Companies Act

10 Business Days after the General Meeting,

currently anticipated to be 15 June 2020

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Notes:

1. All times shown in this Circular are South African Standard Time unless otherwise stated.

2. All dates and times are subject to change by RMH (subject to the approval of the JSE and/or TRP, if required).

3. Share certificates may not be rematerialised or dematerialised between Wednesday, 24 June 2020 and Friday, 26 June 2020, both days inclusive.

4. The dates have been determined based on certain assumptions regarding the dates by which certain Shareholder and regulatory approvals will be obtained and that no court approval or review of the RMH Unbundling will be required. If the relevant dates change and the dates set out above are therefore impacted, details of the relevant change will be released on SENS and published in the South African press.

5. If the General Meeting is adjourned or postponed, forms of proxy (yellow) submitted in respect of the General Meeting will remain valid in respect of any adjournment or postponement thereof.

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DEFINITIONS AND INTERPRETATIONS

In this Circular, unless the context indicates the contrary, the following expressions have the meanings given to them below and an expression which denotes any gender includes the other genders, any reference to a natural person includes a juristic person and vice versa and the singular includes the plural and vice versa.

“ APH” or “Atterbury Property Holdings”

Atterbury Property Holdings Proprietary Limited, a limited liability private company registered in accordance with the laws of South Africa under registration number 1995/003635/07;

“Appraisal Rights” the rights afforded to Shareholders in terms of section 115 and section 164 of the Companies Act, in relation to the RMH Unbundling Resolution;

“Atterbury Cyprus” Atterbury Cyprus Limited, a limited liability private company registered in accordance with the laws of Cyprus under registration number HE 341461;

“Atterbury Europe” Atterbury Europe Holding B.V., a private company with limited liability organised and existing under the laws of the Netherlands, registered with the trade register of the Dutch Chamber of Commerce under registration number 70909768;

“Atterbury Group” means APH and each of its subsidiaries and associates;

“Atterbury Romania” Atterbury Romania B.V., a private company with limited liability organised and existing under the laws of the Netherlands, registered with the trade register of the Dutch Chamber of Commerce under registration number 67465536;

“Authorised Dealer” a person authorised by the Financial Surveillance Department to deal in foreign exchange;

“BreAtt” BreAtt B.V., a private company with limited liability organised and existing under the laws of the Netherlands, registered with the trade register of the Dutch Chamber of Commerce under registration number 64594580;

“Broker” any person registered as a “broking member (equities)” in accordance with the provisions of the Financial Markets Act;

“Bucharest Opportunity” the development opportunity in Bucharest to be undertaken by RMH Property through Atterbury Europe, details of which are set out in paragraph 9.2.5.3 of this Circular;

“Business Day” any day other than a Saturday, Sunday or official public holiday in South Africa;

“Certificated Shareholders” holders of Certificated Shares;

“Certificated Shares” Shares which have not been Dematerialised, title to which is represented by share certificates or other physical Documents of Title;

“CGT” capital gains tax as levied in terms of schedule 8 of the Income Tax Act;

“Circular” this bound document dated Thursday, 30 April 2020 including all the annexures hereto, the notice of General Meeting and, where applicable, a form of proxy (yellow);

“Common Monetary Area” the common monetary area established between South Africa, the Republic of Namibia, and the Kingdoms of Lesotho and Eswatini;

“Companies Act” the South African Companies Act 71 of 2008, as amended;

“Companies Regulations” the regulations promulgated in terms of section 223 of the Companies Act, published under Government Notice R351 in Government Gazette 34239 of 26 April 2011, as amended;

“Conditions Precedent” those conditions precedent set out in paragraph 6 of this Circular;

“CSDP” a central securities depository participant as defined in section 1 of the Financial Markets Act;

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“Dematerialised” the process whereby securities held by Certificated Shareholders are converted or held in an electronic form as uncertificated securities and recorded in a sub-register of security holders maintained by a CSDP or Broker;

“ Dematerialised Shareholders”

registered holders of Dematerialised Shares;

“Dematerialised Shares” dematerialised Shares;

“Dissenting Shareholder” Shareholders who deliver a written notice of objection to RMH in relation to the Unbundling Resolution and who vote against the Unbundling Resolution;

“Distribution Ratio” the ratio of 1.31189 FirstRand Shares per 1 Share held on the RMH Unbundling Record Date to be distributed to Shareholders in terms of the RMH Unbundling;

“Divercity” Divercity Urban Property Fund Propriety Limited, a limited liability private company duly incorporated and registered in accordance with the laws of South Africa under registration number 1999/022767/07;

“Documents of Title” valid share certificates, certified transfer deeds, balance receipts and other documents of title to Shares acceptable to RMH;

“European Union” means the political and economic union between member states that comprise the European Union;

“ Exchange Control Regulations”

the exchange control regulations, 1961, as amended, promulgated in terms of section 9 of the South African Currency and Exchanges Act 9 of 1933, as amended;

“Financial Markets Act” the South African Financial Markets Act, No. 19 of 2012, as amended;

“FinSec” Financial Securities Proprietary Limited, a limited liability private company duly incorporated and registered in accordance with the laws of South Africa with registration number 1972/004504/07, a wholly-owned subsidiary of Remgro;

“FirstRand” FirstRand Limited, a public company duly incorporated and registered in accordance with the laws of South Africa and listed on the Main Board of the JSE in the Financials – Banks sector of the list with registration number 1966/010753/06;

“FirstRand Dividend” the interim cash dividend of 146 cents per share (aggregate:  R2 789 232 253) declared by FirstRand on 10 March 2020 and paid to RMH on 6 April 2020;

“FirstRand Disposal Shares” the 58 436 763 FirstRand Shares disposed of by RMH on market prior to the RMH Announcement at a VWAP per FirstRand Share of R39.17 in order to restructure and settle the Third-Party Debt, provide for an appropriate capitalisation of RMH and RMH Property post the RMH Unbundling and settle the RMH Unbundling Costs;

“ FirstRand Distribution Shares”

1 851 996 287 FirstRand Shares held by RMH as recorded in the Register of FirstRand on the RMH Unbundling Record Date to be distributed to Shareholders per the Distribution Ratio and excluding the FirstRand Disposal Shares;

“FirstRand Shares” ordinary shares with a par value of R0.01 each in the issued share capital of FirstRand;

“ Foreign Excluded Shareholders”

any Foreign Shareholders to whom the distribution of the FirstRand Distribution Shares would or may infringe the laws of their jurisdiction, or would require RMH to comply with any governmental or other consent or any registration, filing or other formality with which RMH has not complied with;

“Foreign Shareholders” Shareholders that are registered in a jurisdiction outside of South Africa, or who are resident, domiciled or located in, or who are a citizen of, a jurisdiction other than South Africa;

“Founders” Messrs GT Ferreira, PK Harris and LL Dippenaar, collectively the founders of Rand Merchant Bank;

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“General Meeting” the general meeting of Shareholders to be convened in connection with the RMH Unbundling for the purposes of considering and, if deemed fit, approving, with or without modification, the Unbundling Resolution as contained in the notice of general meeting attached to and forming part of this Circular to be held via electronic participation at 10:00 on Monday, 1 June 2020 as detailed in the “Actions required by Shareholders” section of this Circular;

“Income Tax Act” the South African Income Tax Act 58 of 1962, as amended;

“Independent Board” the independent committee of the RMH Board comprising Ms MM Mahlare, Mr RT Mupita, Mr P Lagerström and Mr JA Teeger, (being Directors who are considered by the RMH Board to be independent Directors), established by the RMH Board for the purposes of the Companies Act in relation to the RMH Unbundling (as an affected transaction) and for the purposes of considering and, if deemed fit, approving and taking the necessary steps to implement the RMH Unbundling;

“Independent Expert” Merrill Lynch South Africa Proprietary Limited trading as BofA Securities (BofA);

“Independent Expert’s Report” the Independent Expert’s opinion on the fairness and reasonableness of the RMH Unbundling prepared in accordance with section 112 of the Companies Act (read with Regulation 90 of the Takeover Provisions) which is included as Annexure 1 to this Circular;

“ Independent Reporting Accountants”

PricewaterhouseCoopers Inc. (registration number 1198/012055/21), registered auditors, a firm of Chartered Accountants (SA) and the independent reporting accountants to RMH (details of which firm are contained in the “Corporate Information and Advisors” section of this Circular whose limited assurance report on the compilation of the pro forma financial information of RMH is annexed to this Circular as Annexure 7 to this Circular;

“Integer Properties” collectively; Integer Properties One Proprietary Limited, a limited liability private company with registration number 2009/014194/07; Integer Properties Two Proprietary Limited, a limited liability private company with registration number 2012/046490/07; and Integer Properties Three Proprietary Limited, a limited liability private company with registration number 2015/122378/07;

“IRR” internal rate of return;

“JSE” the JSE, operated by the JSE Limited, a public company duly incorporated and registered in accordance with the laws of South Africa and listed on the Main Board of the JSE with registration number 2005/022939/06 and licensed as an exchange under the Financial Markets Act;

“Last Practicable Date” the last practicable date prior to the finalisation of this Circular being Monday, 20 April 2020;

“Listings Requirements” the listings requirements of the JSE, as amended from time to time;

“ Memorandum of Incorporation” or “MOI”

the memorandum of incorporation of RMH, as amended from time to time;

“NAV” net asset value;

“Pareto” Pareto Limited, a limited liability company duly incorporated and registered in accordance with the laws of South Africa under registration number 1998/000118/06;

“Propertuity” Propertuity Development Proprietary Limited, a limited liability private company duly incorporated and registered in accordance with the laws of South Africa under registration number 2006/023899/07 which is in the process of voluntary liquidation;

“Register” the register of Certificated Shareholders maintained by the Transfer Secretaries, and each of the sub-registers of Dematerialised Shareholders maintained by the relevant CSDPs in terms of the Financial Markets Act;

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“Remgro” Remgro Limited, a public company duly incorporated and registered in accordance with the laws of South Africa and listed on the Main Board of the JSE in the Financials – Financial Services – Specialty Finance sector of the list with registration number 1968/006415/06;

“Remgro Announcement” the announcement published on SENS by Remgro on Tuesday, 14 April 2020, setting out, inter alia, the salient terms and conditions of the Remgro Unbundling;

“Remgro Distribution Ratio” 0.69939 Shares for every 1 Remgro Share held on the Remgro Unbundling Record Date;

“Remgro Distribution Shares” all of the Shares held by Remgro immediately before the Remgro Unbundling (being 397 447 747 Shares) after the unbundling by FinSec of its entire shareholding in RMH to Remgro;

“Remgro Shareholders” the shareholders of Remgro;

“Remgro Shares” ordinary shares of no par value in the issued share capital of Remgro;

“Remgro Unbundling” the proposed transfer of all of the Remgro Distribution Shares by Remgro to the Remgro Shareholders by way of a distribution in specie in terms of section 46 of the Companies Act and section 46 of the Income Tax Act;

“ Remgro Unbundling Record Date”

the last date on which a Remgro Shareholder must be recorded in the Register of Remgro in order to participate in the Remgro Unbundling, expected to be on or about Friday, 5 June 2020;

“RMH” or “the Company” RMB Holdings Limited, a public company duly incorporated and registered in accordance with the laws of South Africa and listed on the Main Board of the JSE in the Financial Services – Investment Banking and Brokerage sector of the list with registration number 1987/005115/06;

“RMH Announcement” the announcement published on SENS by RMH on Tuesday, 14 April 2020, setting out, inter alia, the salient terms and conditions of the RMH Unbundling;

“RMH AssetCo” RMH Asset Holding Company Proprietary Limited, a limited liability private company duly incorporated and registered in accordance with the laws of South Africa with registration number 2016/191887/07;

“RMH AssetCo Lenders” the consortium of third-party lenders to RMH TreasuryCo and RMH AssetCo, details of which are set out in Annexure 9 to this Circular;

“RMH AssetCo Restructure” the internal RMH group restructure which will be implemented before the RMH Unbundling, pursuant to which RMH AssetCo distributes the FirstRand Shares held by RMH AssetCo to RMH;

“RMH Board” or “Directors” the board of directors of RMH, as constituted from time to time comprising, as at the date of this Circular, the directors reflected on page 17 of this Circular;

“ RMH Pre-Unbundling Restructure”

the mechanisms set out in paragraph 4.1 of this Circular implemented pursuant to the RMH Unbundling in order to:

(i) restructure and settle the Third-Party Debt;

(ii) adequately capitalise RMH and RMH Property such that RMH and RMH Property are able to meet ongoing funding and working capital obligations post implementation of the RMH Unbundling; and

(iii) settle the RMH Unbundling Costs;

“RMH Property” RMH Property Holdings Proprietary Limited, a limited liability private company duly incorporated and registered in accordance with the laws of South Africa under registration number 2016/068144/07;

“RMH Property Shares” ordinary shares of no par value in the issued share capital of RMH Property;

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“RMH Take-on NAV” the NAV of RMH of R4 876 000 000 assuming that the RMH Unbundling was effected on the Last Practicable Date, a breakdown of which is set out in paragraph 8;

“RMH TreasuryCo” RMH Treasury Company Proprietary Limited, a limited liability private company duly incorporated and registered in accordance with the laws of South Africa under registration number 2016/191904/06;

“RMH Unbundling” the proposed transfer of all of the FirstRand Distribution Shares from RMH to the Shareholders registered as such on the RMH Unbundling Record Date in accordance with the Distribution Ratio, by way of a distribution in specie in terms of section 46 of the Companies Act and section 46 of the Income Tax Act;

“RMH Unbundling Costs” the transaction and restructuring costs incurred by RMH pursuant to the implementation of the RMH Unbundling and detailed in paragraph 23 of this Circular;

“ RMH Unbundling Record Date”

the last date on which a Shareholder must be recorded in the RMH Register in order to participate in the RMH Unbundling, expected to be on or about Friday, 26 June 2020;

“RMI” Rand Merchant Investment Holdings Limited, a public company duly incorporated and registered in accordance with the laws of South Africa and listed on the Main Board of the JSE in the Financials – Financial Services – Investment Banking and Brokerage Services sector of the list with registration number 2010/005770/06;

“SARB” the South African Reserve Bank;

“ SEC Unbundling Requirements”

those requirements set out in Staff Legal Bulletin No. 4 of the staff of the US Securities and Exchange Commission (SEC) for “spin-off” transactions;

“Section 112 Disposal” a disposal by a company of the greater part of its undertaking or assets as contemplated in terms of section 112 of the Companies Act;

“SENS” the Stock Exchange News Service of the JSE;

“Shareholders” the shareholders of RMH;

“Shares” ordinary shares with a par value of R0.01 each in the issued share capital of RMH, all of which are listed on the exchange operated by the JSE;

“South Africa” the Republic of South Africa;

“Strate” Strate Proprietary Limited, a private company duly incorporated and registered in accordance with the laws of South Africa with registration number 1998/022242/07;

“STT” securities transfer tax levied in terms of the Securities Transfer Tax Act 25 of 2007;

“Subsidiaries” shall have the meaning ascribed thereto in the Companies Act;

“Takeover Provisions” the takeover provisions set out in terms of Parts B and C of Chapter 5 of the Companies Act, and the Takeover Regulations contained in the Companies Regulations;

“Third-Party Debt” R3 907 141 678 of RMH and RMH Property’s third-party debt, which was restructured and settled pursuant to the RMH Pre-Unbundling Restructure, as set out in Annexure 9 to this Circular;

“Transfer Secretaries” or “Computershare”

Computershare Investor Services Proprietary Limited, a private company duly incorporated and registered in accordance with the laws of South Africa with registration number 2004/003647/07;

“TRP” the Takeover Regulation Panel established in terms of section 196 of the Companies Act;

“UK” the United Kingdom of Great Britain and Northern Ireland;

“Unbundling Resolution” the special resolution required to be passed in terms of section 112 of the Companies Act in relation to the RMH Unbundling;

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“US” the United States of America;

“US Securities Act” the US Securities Act of 1933, as amended;

“VAT” value-added tax levied in terms of the South African Value-Added Tax Act, No. 89 of 1991;

“VWAP” volume weighted average price, being the weighted average traded price of a share traded, divided by the total number of shares traded, over a particular period of time; and

“ZAR” or “Rand” or “R” South African rand, the official currency of South Africa.

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RMB Holdings Limited(Incorporated in the Republic of South Africa)

(Registration Number 1987/005115/06)ISIN: ZAE000024501

Share code: RMH(“RMH” or the “Company”)

DirectorsJJ Durand** Non-executive ChairmanHL Bosman CEO and Financial DirectorJP Burger** P Cooper**SEN de Bruyn**LL Dippenaar**PK Harris**A Kekana** P Lagerström*MM Mahlare* MM Morobe* Lead independentRT Mupita* O Phetwe**JA Teeger* DA Frankel* AlternateF Knoetze** AlternateUH Lucht** Alternate* Independent non-executive** Non-executive

CIRCULAR TO SHAREHOLDERS

1. INTRODUCTION

Shareholders are referred to the announcements released on SENS by RMH on 19 November 2019, 7 January 2020, 18 February 2020, 31 March 2020 and 14 April 2020, wherein RMH announced that, following a review of the RMH portfolio, the RMH Board had made the strategic decision to distribute the FirstRand Distribution Shares to Shareholders in terms of the RMH Unbundling.

The RMH Board further announced that RMH would remain listed after the RMH Unbundling with RMH Property as its sole remaining asset and also undertook to, over time, assess the best manner to give effect to an orderly realisation of RMH Property.

On the same dates, the board of directors of Remgro also announced that it had resolved, in principle, to pursue the Remgro Unbundling.

The purpose of this Circular is to:

1.1 provide Shareholders with pertinent information in relation to the RMH Unbundling, which constitutes a Section 112 Disposal in terms of the Companies Act. The RMH Unbundling will be preceded by the Remgro Unbundling;

1.2 provide Shareholders with pertinent information in relation to FirstRand and RMH’s business (after the RMH Unbundling) which will comprise of RMH Property as its sole remaining asset; and

1.3 convene a General Meeting of Shareholders in terms of the notice of General Meeting forming part of this Circular, at which meeting Shareholders will be asked to consider and, if deemed fit, pass the Unbundling Resolution required to implement the RMH Unbundling.

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The RMH Unbundling is a Section 112 Disposal and it must be approved by Shareholders through the Unbundling Resolution. The Independent Expert’s Report on the RMH Unbundling, which has been duly considered by the Independent Board, is contained in Annexure 1 to this Circular.

Shareholders are advised to familiarise themselves with the contents of this Circular together with the announcements released on SENS by RMH and Remgro on 19 November 2019, 7 January 2020, 18 February 2020, 31 March 2020 and 14 April 2020 in relation to the RMH Unbundling and the Remgro Unbundling and to seek independent advice in relation thereto, as may be required.

2. RATIONALE FOR THE RMH UNBUNDLING

Since its listing on the JSE in 1992, RMH has provided Shareholders with a vehicle to co-invest with the Founders. In 2011, RMH’s insurance interests were separately listed as RMI. Since then, RMH has been a dedicated investment vehicle primarily into FirstRand, one of Africa’s most successful financial services groups.

RMH has always been defined by its ability to be a value-adding shareholding in FirstRand. As its core asset, FirstRand provided RMH with broad exposure across the Southern African financial services landscape (and, more recently, into the United Kingdom) and delivered a sound balance between capital growth and dividend returns.

In partnership with RMH, FirstRand has grown from a business with a market capitalisation of R35 billion in 1998 to c.R207 billion as at the Last Practicable Date.

In light of the widening discount to intrinsic value at which RMH has traded over the past number of years, the RMH Board dynamically evaluated its corporate structure, taking into account the important long-term benefits the investment holding structure has provided to FirstRand.

Over the years, RMH has contributed to FirstRand in the form of:

– its long-term commitment as a patient and supportive shareholder of influence;

– value-adding input in matters concerning the strategic direction of the business;

– guidance in relation to the culture, values and decision-making process of FirstRand; and

– an instilment of principles of good governance and ethical business practices.

Ultimately, having considered all relevant factors and alternate corporate structures, the RMH Board concluded that the RMH Unbundling is a natural evolution of the 27-year association between RMH, the Founders and FirstRand and the appropriate next chapter for a business as mature, established and independent as FirstRand.

The RMH Board has carefully considered the unprecedent market conditions resulting from the Covid-19 pandemic, as well as a weakening South Africa macro-economic environment. The RMH Board believes that the terms and construct of the RMH Unbundling, as set out in this Circular, are still in the best interests of Shareholders and other stakeholders.

3. REMGRO UNBUNDLING

Shareholders are referred to the separate announcements released on SENS on 19 November 2019, 7 January 2020, 18 February 2020, 31 March 2020 and 14 April 2020 in which Remgro advised its shareholders of its intention to distribute, in full or in part, its exposure to RMH to its shareholders.

The Remgro Unbundling will be effected per the Remgro Distribution Ratio.

Remgro and RMH will cooperate to ensure that the RMH Unbundling and the Remgro Unbundling are implemented in a coordinated and efficient manner.

The Remgro Unbundling will result in Remgro Shareholders holding a direct interest in RMH rather than holding the interest in RMH through Remgro, and ultimately the Remgro Shareholders holding FirstRand Shares directly.

Further details regarding Remgro and the Remgro Unbundling are set out in the Remgro Announcement.

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4. PRE-UNBUNDLING STEPS

4.1 RMH Pre-Unbundling Restructure

Shareholders are advised that in order to maximise the economic benefit and reduce overall execution risk for Shareholders, RMH had as at the Last Practicable Date utilised a combination of the retained FirstRand Dividend and the proceeds from the disposal of 58 436 763 FirstRand Disposal Shares in the market in order to:

– restructure and settle the Third-Party Debt of R3 907 141 678, comprising:

• R1 251 994 041 of FirstRand related debt; and

• R2 655 147 637 of RMH Property related debt;

– raise an additional R48 181 276 in cash for the further investment of R180 566 812 attributable to the Bucharest opportunity as detailed in paragraph 9.2.5.3;

– provide for R639 000 000 in cash for the settlement of contingent funding obligations of RMH Property portfolio companies, for which RMH has signed guarantees;

– adequately capitalise RMH and RMH Property in the amount of R477 761 987 , such that RMH and RMH Property are able to meet their ongoing funding and working capital obligations post the implementation of the RMH Unbundling; and

– set aside funds to settle the RMH Unbundling Costs of R70 057 090 (including VAT), which includes:

• an amount of R20 700 000 (including VAT) for the Management Services Fee in terms of the Management Services Agreement (detailed in paragraph 14.5.1 of this Circular); and

• a payment of R12 746 426 for the Participants’ SARS Value (detailed in paragraph 14.5.2 of this Circular).

For the avoidance of doubt, the amounts above are reflected as at the Last Practicable Date.

4.2 RMH AssetCo Restructure

4.2.1 Description

As RMH’s interest in FirstRand is currently held by RMH AssetCo (a wholly-owned subsidiary of RMH), RMH AssetCo will distribute 100% of the shares that it holds in FirstRand (less the FirstRand Disposal Shares) to RMH in terms of section 46 of the Income Tax Act, such that RMH holds its interest in FirstRand directly.

Post the RMH AssetCo Restructure, RMH AssetCo remains a wholly-owned subsidiary of RMH with RMH Property as its sole remaining asset.

4.2.2 Timing

The RMH AssetCo Restructure will occur before the RMH Unbundling.

4.2.3 Considerations

4.2.3.1 The RMH AssetCo Restructure has been approved by the RMH AssetCo board of directors and does not require approval from the Shareholders as a Section 112 Disposal, given that it is an intra-group transaction.

4.2.3.2 The RMH AssetCo Restructure has been approved by the RMH AssetCo Lenders.

4.2.3.3 The RMH AssetCo Restructure is subject to approval by the South Africa Prudential Authority in terms of section 55 of the Banks Act, 94 of 1990.

4.2.3.4 Post the RMH AssetCo Restructure, all remaining Third-Party Debt will be funded at the RMH TreasuryCo level.

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5. RMH UNBUNDLING TERMS AND MECHANICS

Subject to the fulfilment or waiver (where capable of waiver) of the Conditions Precedent set out in paragraph 6, the RMH Unbundling will be implemented as set out in paragraph 5.2 below:

5.1 Corporate structure of RMH (as at the Last Practicable Date)

The corporate structure of RMH pre-implementation of the RMH Unbundling is set out below:

28.2% 12.5% 7.8% 6.2% 45.3%

RBH1 PICDirectors

and founders

Other RMH ShareholdersRemgro

FinSec

3.9%

34.1% 100%100%

100%

RMH

RMH TreasuryCoFirstRand RMH AssetCo

RMH Property

PropHoldco 5

PropHoldco 4

PropHoldco 3

PropHoldco 2

27.5% 27.5% 37.5% 49.9% 20.3%

9.0% 20% 50.0%

PropHoldco 1

Atterbury Property Holdings

Atterbury Mauritius

Atterbury Europe Propertuity2 Divercity

Integer 1 Integer 2 Integer 3

(1) Royal Bafokeng Holdings Proprietary Limited(2) Currently in voluntary liquidation

5.2 RMH Unbundling

5.2.1 Description

5.2.1.1 The RMH Unbundling constitutes the distribution of the FirstRand Distribution Shares by way of a distribution in specie in terms of section 46 of the Companies Act and section 46 of the Income Tax Act to Shareholders on a pro rata basis.

5.2.1.2 The RMH Unbundling will result in Shareholders holding a direct interest in FirstRand rather than holding that interest through RMH.

5.2.1.3 The RMH Unbundling will be effected in terms of the Distribution Ratio of 1.31189 FirstRand Distribution Shares for every 1 Share held on the RMH Unbundling Record Date.

5.2.2 Timing

5.2.2.1 The RMH Unbundling will occur on Monday, 29 June 2020.

5.2.3 Corporate approvals

5.2.3.1 The General Meeting of Shareholders convened in terms of the notice of General Meeting forming part of this Circular, will consider and, if deemed fit, pass the Unbundling Resolution necessary to give effect to the RMH Unbundling.

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5.2.3.2 In terms of section 112 of the Companies Act, the Unbundling Resolution requires the approval of at least a 75% majority of Shareholders present or represented by proxy at the General Meeting and entitled to vote, as the RMH Unbundling is regarded as a Section 112 Disposal.

5.2.3.3 The RMH Board has passed the necessary board resolution required in terms of section 46 of the Companies Act for the RMH Unbundling, and have confirmed, inter alia, that after the implementation of the RMH Unbundling, RMH will meet the solvency and liquidity test contemplated in section 4 of the Companies Act.

5.2.4 Procedure for the implementation of the RMH Unbundling

5.2.4.1 For purposes of the RMH Unbundling, Shareholders will receive their respective FirstRand Distribution Shares in Dematerialised form only.

5.2.4.2 Accordingly, all Certificated Shareholders wishing to receive their FirstRand Distribution Shares in Dematerialised form must appoint a CSDP or a Broker, to receive such FirstRand Distribution Shares on their behalf.

5.2.4.3 Should a Certificated Shareholder not appoint a CSDP or Broker to receive FirstRand Distribution Shares on its behalf, such Certificated Shareholder will be issued with a statement of allocation representing its FirstRand Distribution Shares by the Transfer Secretaries. Such Certificated Shareholder can instruct the Transfer Secretaries to transfer its FirstRand Distribution Shares represented in the statement of allocation to its appointed CSDP or Broker or can instruct the Transfer Secretaries to issue it with a share certificate in respect of its FirstRand Distribution Shares, at any time following the RMH Unbundling.

5.2.4.4 If a Shareholder is in any doubt as to what action it should take, it should consult its Broker, CSDP, banker, attorney or other professional advisor.

5.2.5 TRP

5.2.5.1 Shareholders are advised that the RMH Unbundling is deemed to constitute a Section 112 Disposal, and as such, constitutes an “affected transaction” as defined in section 117(1)(c)(i) of the Companies Act. Consequently, the RMH Unbundling is regulated by the Companies Act and the Companies Regulations and requires the approval of the TRP.

5.2.5.2 As noted in paragraph 6 of this Circular, one of the Conditions Precedent is that the TRP provides the compliance certificate required in terms of section 119(6) of the Companies Act.

5.2.6 Governing law and jurisdiction

5.2.6.1 The RMH Unbundling will be governed by, and construed in accordance with, the laws of South Africa.

5.2.6.2 Each Shareholder shall be deemed to have irrevocably submitted to the exclusive jurisdiction of the courts of South Africa in relation to matters arising out of or in connection with the RMH Unbundling.

5.2.7 Taxation considerations relating to the RMH Unbundling

5.2.7.1 It is expected that the distribution of the FirstRand Shares with respect to the RMH Unbundling should qualify as an “unbundling transaction” for purposes of section 46(1) of Income Tax Act and should not be treated as a tax event in South Africa for RMH and Shareholders who are resident in South Africa.

5.2.7.2 Consequently, the receipt of the FirstRand Distribution Shares by the Shareholders should qualify for tax relief and should not constitute a “return of capital” or a “dividend”.

5.2.7.3 Shareholders are referred to Annexure 4 to this Circular for information on the taxation consequences relating to the RMH Unbundling.

5.2.8 Exchange Control considerations relating to the RMH Unbundling

5.2.8.1 RMH has applied for and obtained the requisite approval from the SARB for the RMH Unbundling.

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5.2.8.2 Shareholders whose registered addresses are outside the Common Monetary Area  will need to comply with the Exchange Control Regulations set out in Annexure 5 to this Circular.

5.2.8.3 If Shareholders are in any doubt as to what action to take, they should consult their professional advisers.

5.2.9 Fractional entitlements

5.2.9.1 Where a Shareholder’s entitlement to the FirstRand Distribution Shares in terms of the RMH Unbundling, calculated in accordance with the Distribution Ratio, gives rise to a fraction of an RMH Distribution Share, such fraction will be rounded down to the nearest whole number, resulting in distributions of whole numbers of FirstRand Distribution Shares only. The remaining fractional shares will be bundled, held in trust on behalf the relevant Shareholders and sold on the market on behalf of the relevant Shareholders at a price to be determined by RMH in its reasonable discretion (which may or may not be at a discount to the then prevailing market price of a FirstRand Share depending on the volume of FirstRand Shares which have to be sold). Shareholders will receive the cash proceeds from such sales (net of costs) pro rata to their entitlement to fractional shares (based on the average price at which such FirstRand Shares were sold).

5.2.9.2 The basis for the applicable cash payment will be announced on SENS on Friday, 26 June 2020.

5.2.9.3 For illustrative purposes, this Circular assumes the VWAP of a FirstRand Share traded on the JSE on Thursday, 25 June 2020 to be 4 500 cents. The basis for the applicable cash payment would therefore be 4 500 cents discounted by 10% = 4 050 cents.

5.2.9.4 Example of a fractional entitlement:

– This example assumes that a Shareholder holds 100.000 Shares at the close of business on the RMH Unbundling Record Date.

– RMH Distribution Share entitlement = 1.31189 x 100.000 (being the Distribution Ratio) = 131.189 FirstRand Distribution Shares.

– The rounding provision described above is then applied and the Shareholder will receive:

• 131.000 FirstRand Shares in respect of the 100.000 Shares held and a cash payment for the fractional entitlement of 0.189 x 4 050 cents = 765 cents.

5.3 Corporate structure of RMH (post the RMH Unbundling)

RBH1

Public Investment Corporation

Other RMH Shareholders

12.5% 8.2% 6.2%

100%

100%

100%

73.1%

Directors and

founders

RMH

RMH TreasuryCo

RMH Property

RMH AssetCo

(1) Royal Bafokeng Holdings Proprietary Limited

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Post-implementation of the RMH Unbundling, RMH will remain listed on the Main Board of the JSE in the Financial Services – Investment Banking and Brokerage sector of the list and will comprise of RMH Property as RMH’s sole remaining asset.

5.4 Shareholder economics post the RMH Unbundling

The calculation below is based on the disposal of 58 436 763 FirstRand Disposal Shares which were disposed of at the VWAP price of a FirstRand Share over the period Wednesday, 1 April to Thursday, 9 April 2020 of R39.17.

Accordingly, the remaining 1 851 996 287 FirstRand Distribution Shares will be unbundled to Shareholders. The FirstRand Distribution Shares will be distributed to Shareholders in the Distribution Ratio of 1.31189 FirstRand Distribution Shares for every 1 RMH Share held at the RMH Unbundling Record Date.

Utilising the FirstRand closing price, the RMH Take-on NAV of R4 876 000 000 and RMH Shares of 1 411 703 218 as at the Last Practicable Date, this amounts to an intrinsic value to Shareholders of:

= 1.31189 FirstRand Shares * R36.93 + R4 876 000 000 / 1 411 703 218

= R48.44802 in FirstRand Shares + R3.45398 in Shares

= R51.90200 per RMH Share

Based on the RMH and FirstRand closing share prices as at the Last Practicable Date of R48.90 and R36.93 respectively, this represents a value unlock of R3.00 per RMH Share.

6. CONDITIONS PRECEDENT

The RMH Unbundling is subject to the fulfilment or waiver by RMH (if possible), of the following Conditions Precedent:

– the passing by the requisite majority of Shareholders of the Unbundling Resolution approving the disposal of the greater part of RMH’s assets, by way of the RMH Unbundling, in terms of section 112 (read with section 115 of the Companies Act);

– the issuance by the TRP of a TRP compliance certificate to RMH in respect of the RMH Unbundling in accordance with section 119(4)(b) of the Companies Act by the TRP to RMH;

– no Shareholders holding in the aggregate more than 0.5% (zero comma five percent) of the Shares delivering an objection notice in relation to the Unbundling Resolution on or before the date of the General Meeting, as contemplated in section 164(3) of the Companies Act (which condition can be waived by RMH in its discretion);

– the prior written approval of the South Africa Prudential Authority of the proposed change of shareholding in FirstRand arising from the RMH Unbundling, pursuant to the Banks Act, 94 of 1990 and the Financial Sector Regulation Act, 9 of 2017;

– the written notification by RMH to the UK Financial Conduct Authority (“FCA”) of RMH AssetCo and RMH (indirectly) ceasing to be a controller as defined under SUP 11.3.15A D of the FCA Handbook of MotoNovo Finance Limited (“MotoNovo”) and Aldermore Bank PLC (“Aldermore”) and indicating the pro forma shareholding of MotoNovo and Aldermore as a result of the RMH Unbundling and the Remgro Unbundling;

– the written notification by RMH to the UK Prudential Regulation Authority (“PRA”) of RMH AssetCo and RMH (indirectly) ceasing to be a controller as set out in Rule 2.3 of the PRA Rulebook of MotoNovo and Aldermore and indicating the pro forma shareholding of MotoNovo and Aldermore as a result of the RMH Unbundling and the Remgro Unbundling; and

– the issuance by the Guernsey Financial Services Commission of its written approval for the RMH Unbundling, to the extent required.

7. PRO FORMA FINANCIAL EFFECTS OF THE RMH UNBUNDLING

7.1 The pro forma financial effects of the RMH Unbundling are the responsibility of the Directors and have been prepared for illustrative purposes only to provide information about how the RMH Unbundling may have affected RMH’s condensed consolidated unaudited income statement for the six-months ended 31 December 2019 had the RMH Unbundling been undertaken at the commencement of the financial year, being 1 July 2019 and, in the case of RMH’s condensed consolidated balance sheet, had the RMH Unbundling been undertaken on 31 December 2019.

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7.2 These pro forma financial effects are prepared for illustrative purposes only in order to assist Shareholders to assess the impact of the RMH Unbundling and, because of their nature, may not give a fair presentation of the RMH financial position, changes in equity, results of operations or cash flows after the RMH Unbundling nor the effect of the RMH Unbundling on RMH’s results of operations.

7.3 The summarised pro forma financial effects have been prepared in a manner consistent in all respects with IFRS, the accounting policies adopted by RMH as at 31 December 2019 and the Revised SAICA Guide on Pro Forma Financial Information and the Listings Requirements.

7.4 The table below sets out the pro forma financial effects of the RMH Unbundling:

Cents per shareBefore the

RMH UnbundlingAfter the

RMH Unbundling % change

Earnings per share 323.4 1 573.5 >100%Headline earnings per share 324.6 6.6 n/mNet asset value per share 3 604.7 346.0 (>100%)Net tangible asset value per share 3 604.7 346.0 (>100%)

Notes:

1. Based on RMH’s published unaudited interim results for the six-months ended 31 December 2019.

2. Earnings and headline earnings per share effects are based on the following principal assumptions:

a. the RMH Unbundling was effective 1 July 2019;

b. 1 851 996 287 FirstRand Distribution Shares are unbundled to Shareholders;

c. 58 436 763 FirstRand Disposal Shares are sold in the market to settle the Third-Party Debt; and

d. R70 057 090 (including VAT) for the settlement of the RMH Unbundling Costs.

3. Net asset and net tangible asset value per share effects are based on the following principal assumptions:

a. the RMH Unbundling was effective 31 December 2019;

b. 58 436 763 FirstRand Disposal Shares have been sold at the VWAP price of R39.17. The proceeds from the sale of the FirstRand Disposal Shares and the FirstRand Interim Dividend, will be used to:

i. restructure and settle the Third-Party Debt obligations;

ii. provide for ongoing funding and working capital obligations of RMH and RMH Property post implementation of the RMH Unbundling; and

iii. settle the estimated transaction and restructuring costs relating to the implementation of the RMH Unbundling.

7.5 The pro forma financial statements, including details of the underlying assumptions, are set out in Annexure 6 to this Circular.

7.6 The Independent Reporting Accountants’ report on the pro forma financial information is set out in Annexure 7 to this Circular.

8. RMH TAKE-ON NAV

The table below seeks to provide Shareholders with a view of the NAV of RMH assuming the RMH Unbundling was implemented on the Last Practicable Date with RMH Property as the sole remaining asset of RMH post the RMH Unbundling.

These figures have not been reviewed or audited by the Independent Reporting Accountants, PricewaterhouseCoopers, and are provided for illustrative purposes only. The RMH Take-on NAV is not intended to be an indication of where RMH will trade post implementation of the RMH Unbundling.

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Breakdown of RMH Property gross carrying value as per RMH’s condensed unaudited interim financial results for the six-months ended 31 December 2019:

R’m

Atterbury Property Holdings 438Atterbury Europe 2 014Loan for the Bucharest Opportunity (as detailed in paragraph 9.2.5.3) 678

Core partnerships1 3 130

Divercity 156Integer Properties 116

Satellite partnerships2 272

Gross carrying value of Core and Satellite partnerships as at 31 December 2019 3 402

Notes:

1. Core partnerships comprises RMH Property’s attributable portion of the intrinsic value of its core investments (Atterbury Property Holdings and Atterbury Europe). Core partnerships also includes the cash held on deposit under the control of RMH Property for the loan to Atterbury Europe for the Bucharest Opportunity as detailed in paragraph 9.2.5.3 of this Circular. The R3 130 000 000 for core partnerships in the table above reconciles to the figure disclosed on page 14 of RMH’s condensed unaudited interim financial results for the six-months ended 31 December 2019.

2. Satellite partnerships comprises RMH’s attributable portion of the intrinsic value of its satellite investments (Divercity and Integer Properties). The carrying value of Integer Properties is comprised of intrinsic value of R27 000 000 and a shareholder loan of R89 000 000. The R272 000 000 for satellite partnerships in the table above reconciles to the figure disclosed on page 14 of RMH’s condensed unaudited interim financial results for the six-months ended 31 December 2019.

Reconciliation between RMH Property gross carrying value as at 31 December 2019 and the RMH pro forma NAV, as per the Independent Reporting Accountants’ reviewed numbers:

R’m

Gross carrying value of the Core and Satellite partnerships as at 31 December 2019 3 402+ Cash effect of sale of investment securities and unwind of derivative positions used to

settle debt and invest in Atterbury Europe3 312+ Settlement of facilities for which RMH has provided guarantees on behalf of RMH

Property4 639+ Cash retained for settlement of trade payables and long-term liabilities5 119+ Cash and cash equivalents6 526– Net liabilites7 (113)

RMH pro forma NAV 4 885

Notes:

3. Refer to note 5 (R312 million) of the pro forma statement of financial position on page 61 included in Annexure 6 to this Circular.

4. Refer to note 5 (R639 million) of the pro forma statement of financial position on page 61 included in Annexure 6 to this Circular.

5. Refer to note 5 (R119 million) of the pro forma statement of financial position on page 61 included in Annexure 6 to this Circular.

6. Refer to note 5 (R526 million) of the pro forma statement of financial position on page 61 included in Annexure 6 to this Circular.

7. This figure is the net of the balance of the trade and other payables (R77 million) plus long-term liabilities (R42 million) less taxation receivable (R6 million) as per the pro forma statement of financial position on page 60 included in Annexure 6 to this Circular.

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RMH Take-on NAV at the Last Practicable Date:

The RMH pro forma NAV at 31 December 2019 will be reduced by interest accrued on the Third-Party Debt in the ordinary course of business based on outstanding debt (as detailed in paragraph 4.1 of this Circular) and operating costs between 1 January 2020 and the Last Practicable Date. The RMH Take-on NAV is calculated as follows:

Per share

Gross carrying value of core and satellite partners as at 31 December 2019 3 402+ Cash and cash equivalents8 61+ Retention of the FirstRand Dividend 9 2 789+ Sale of FirstRand Disposal Shares 10 2 289+ Cash effect of sale of investment securities and unwind of derivative positions used to

settle debt and invest in Atterbury Europe11 312– RMH Unbundling Costs12 (70)– Third-Party Debt settlement13 (3 907)

RMH Take on NAV 4 876

Notes:

8. Extracted from the condensed unaudited interim financial results of RMH for the six-months ended 31 December 2019, statement of financial position page 18.

9. Refer to note 2(a) of the pro forma statement of financial position (R2 789 million) included on page 61 in Annexure 6 to this Circular.

10. Refer to note 2(b) of the pro forma statement of financial position (R2 289 million) included on page 61 in Annexure 6 to this Circular.

11. Refer to note 5 (R312 million) of the pro forma statement of financial position on page 61 included in Annexure 6 to this Circular.

12. Refer to paragraph 23 of this Circular.

13. Refer to paragraph 4.1 of this Circular.

9. INFORMATION RELATING TO RMH

9.1 Overview of RMH

RMH is an investment holding company with a track record of investing in disruptive and entrepreneurial financial services businesses.

RMH was first listed on the JSE in 1992, as a vehicle to allow investors to co-invest with the Founders, and since then has played a significant role in the establishment and growth of some of South Africa’s most iconic financial services businesses, including FirstRand, Discovery and OUTsurance.

In 2011, RMH’s insurance interests (Discovery, MMI and OUTsurance) were separately listed as RMI. Since then, RMH has been a dedicated investment vehicle largely into FirstRand, one of South Africa’s most successful financial services groups. RMH expanded its investment strategy to include a property investment business alongside its 34.1% investment in FirstRand. This expansion involved establishing a diversified portfolio of scalable entrepreneur-led businesses with proven track records in managing and building out property portfolios.

Since inception, RMH’s objective has been to create a portfolio of businesses which are market leaders and can deliver sustainable earnings, an attractive dividend yield and long-term capital growth. RMH positioned itself as a value-adding, stable and aspirational shareholder, investing in businesses that can deliver superior earnings, dividend growth and sustained long-term capital growth.

Over the years, RMH’s investment philosophy was to:

– Diversify (the income stream and distribution of its assets): RMH evaluated opportunities to expand the services and reach of its portfolio companies or to add new investments in order to create more enduring value;

– Optimise (its established investments): RMH focused on continuously improving the value its portfolio companies provide in order to create better enduring value for Shareholders; and

– Modernise (all operations): RMH took into account renewal in its industries and encouraged its investee companies to be future-ready and create new enduring value.

RMH had previously communicated to shareholders that the RMH Board would continue to dynamically assess the structural design of RMH. Taking into account the important long-term benefits of the investment holding structure vis-a-vis FirstRand and having considered all relevant factors and alternate corporate structures, the RMH Board concluded that the RMH Unbundling was an appropriate next chapter for its association with FirstRand.

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For more detailed information, Shareholders are referred to the information set out below. At the Last Practicable Date, the information set out below is the most recent information that is available to RMH and is hereby incorporated into this Circular by reference. The documents can be accessed on RMH’s website (https://www.rmh-online.co.za/stakeholder-relations/restructure-of-rmh/) from the date of issue of this Circular up to and including the date of the General Meeting. Shareholders are advised to consider the terms of this information when reviewing the terms of this Circular:

Information Reference/Document Link

General description of RMH

RMH 2019 annual integrated report, pages 3 – 4

https://www.rmh-online.co.za/downloads/2019/RMH_Integrated_Report_2019.pdf

RMH Director’s details and remuneration

RMH 2019 annual integrated report, pages 51 – 76

https://www.rmh-online.co.za/downloads/2019/RMH_Integrated_Report_2019.pdf

Share capital of RMH

RMH 2019 annual integrated report, page 90

https://www.rmh-online.co.za/downloads/2019/RMH_Integrated_Report_2019.pdf

Risk factors relating to RMH

RMH 2019 annual integrated report, pages 74 – 75

https://www.rmh-online.co.za/downloads/2019/RMH_Integrated_Report_2019.pdf

Most recent financial information for RMH

Unaudited interim results of RMH for the six-months ended 31 December 2019

https://www.rmh-online.co.za/downloads/2020/RMH_Interim_Results_2020.pdf

Historical financial information of RMH for the last three financial years

RMH’s audited annual financial statements for the years ended June 2017, 2018 and 2019

https://www.rmh-online.co.za/downloads/2019/RMH_Online_AFS_2019.pdf https://www.rmh-online.co.za/downloads/2018/RMH_Online_AFS.pdf https://www.rmh-online.co.za/downloads/2017/RMH_Results_2017.pdf

9.2 RMH Property

9.2.1 Business overview

RMH Property was founded in 2016 following a decision by the RMH Board to expand the investment strategy of RMH to include a property investment business comprising of investments into scalable, entrepreneur-led businesses with proven track-records in managing and developing best-in-class property development assets. The RMH Property portfolio was intended as an enhancement to the returns attained from RMH’s core investment in FirstRand.

RMH Property’s portfolio companies utilise high levels of gearing to enhance equity returns, given the low cost of funding in most of the regions that they are invested in. RMH Property’s investment strategy therefore specifically focuses on generating attractive equity returns over the long-term by reinvesting cash returns from portfolio companies to reduce gearing and fund new development opportunities at attractive yields.

As a consequence of this capital management strategy, RMH Property does not currently receive dividends from its portfolio companies.

RMH Property has, since its founding, built a sizeable investment portfolio with exposure to Southern Africa, Eastern Europe and Mauritius.

Post-implementation of the RMH Unbundling, RMH will remain listed with RMH Property as its sole remaining asset. As such, set out below is an overview of the RMH Property portfolio with a focus on key investment highlights to give Shareholders additional information on the business and its short- to long-term strategy and prospects.

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The diagram below summarises RMH Property’s current investment portfolio as at the Last Practicable Date:

0

RMH PROPERTY GROUP STRUCTURE

37.5%

Two

One

Three

9%

20%

50%

27.5% 20.3%

Office, retail and industrial property

Retail and office property Urban renewal

Mezzanine, debt and equity funding business

RMHP attributable value:R438m

RMHP attributable value:R2 014m NAV + R678m

loan for Bucharest Opportunity = R2 692m

RMHP attributable value:R27m NAV + R89m shareholder loan =

R116m

RMHP attributable value:R156m

Set out below are key milestones in the evolution of the RMH Property portfolio since its establishment in 2016:

9.2.2 Business history

2016

– RMH Property made its first investment through the acquisition of a 27.5% interest in Atterbury Property Holdings in July 2016. Atterbury Property Holdings was identified as one of Southern Africa’s pre-eminent property developers with a promising track record in commercial, retail and residential property development

– The investment in Atterbury Property Holdings was subsequently followed by investments into Propertuity and Genesis Properties (later renamed Integer Properties) in November 2016 and December 2016 respectively

2018

– RMH Property geographically diversified its portfolio by acquiring a direct 50% interest into Atterbury Europe. Atterbury Europe expanded into the Eastern European property market at an opportune time

– RMH Property acquired a 20.3% interest in Divercity – Propertuity entered into a voluntary liquidation process – Atterbury Europe secured an opportunity, on a joint-venture basis with the Iulius

Group, to develop a new hub for business, entertainment, retail shopping and residential living in Bucharest, Romania. Atterbury Europe has secured a 25% shareholding in the project and RMH Property has an effective 9.375% of the project indirectly via its 37.5% shareholding in Atterbury Europe

20 19

– Pareto is introduced as a strategic equity partner into Atterbury Europe with its subscription for 25% of Atterbury Europe, diluting RMH Property’s shareholding in Atterbury Europe to 37.5%

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9.2.3 Philosophy and role of RMH Property

RMH Property’s portfolio companies conduct their business in two focus areas: investments and developments; as highlighted in the descriptions of each portfolio company below.

RMH Property is headed up by Brian Roberts who has over 25 years of expertise in the property sector, most notably as Regional Head of Commercial Property Finance at Nedbank, CEO of Zenprop and founder of Integer Properties. Brian’s sector experience is complemented by the investment and financial teams at RMH and RMI.

Through partnering with entrepreneurial and experienced management teams, RMH Property seeks to add value to, and be influential in, the portfolio as an active investor, providing strategic oversight, deal-making insights and strong governance. As guiding shareholder, RMH Property seeks to follow the precedent set by RMH and RMI; employing the same fundamental principles used to build some of South Africa’s most iconic businesses.

9.2.4 Ability to add value and track record

RMH Property is committed to ensuring dynamic leadership and appropriate succession planning in the portfolio companies; with sound and strategic capital allocation and a focus on growing the NAV of the portfolio. Its influence stems from alignment with its management partners (as personified through relationships and embedded in shareholder agreements) and representation on relevant forums on key matters of strategy, investment and execution.

Since inception, RMH Property has grown its intrinsic value by R672 million, from an original cost base of R2 753 million. RMH Property is in the early stages of building critical mass and delivering capital growth through property developments in Southern Africa and Europe.

9.2.5 RMH Property’s investment portfolio

RMH Property provides access to premium South and Southern African developments and an opportunity to participate in the development expansion across Eastern Europe, where CEE economies are demonstrating higher relative potential for growth, with gross domestic product growth outperforming Western Europe, and strong fundamentals in terms of inflation, employment and consumption per capita.

The RMH Property portfolio is comprised of the following key investments:

9.2.5.1 Atterbury Property Holdings

Atterbury Property Holdings is a leading South African property developer with assets spread across South Africa, Namibia, Mauritius and Eastern Europe. Atterbury Property Holdings was co-founded by leading real estate developer Louis van der Watt in 1994 with a main focus on developing leading retail shopping centres and commercial buildings. Atterbury Property Holdings has property development, fund management, corporate services and asset management divisions. Atterbury Property Holdings has significant experience in property development and has developed more than two million square metres of commercial, retail, mixed-use and residential property since its establishment.

Atterbury Property Holding’s strategy is centred on its ability to combine greenfield property development skills together with leading asset management of completed investment properties in order to maximise value delivered to shareholders. The development expertise within Atterbury Property Holdings is a core team of professionals that have consistently demonstrated the ability to manage development risk to deliver attractive shareholder returns.

The property portfolio of APH is comprised of a combination of investments and developments. Investments comprise completed buildings, held directly or indirectly, which were developed by the Atterbury Group and retained by APH. Developments comprise greenfield developments of structures on strategically located land holdings.

The most noteworthy completed property assets in the APH Southern Africa investment portfolio, are an effective:

– 15.69% interest in Mall of Africa;

– 28.43% interest in the Deloitte head office currently under construction in the Waterfall precinct;

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– 81.23% interest in The Grove Mall of Namibia in Windhoek; and

– 8.12% interest in Ascencia Limited, a property company listed on the Stock Exchange of Mauritius.

In Southern Africa, APH has secured the following development opportunities:

– the Barlow Park land in Sandton;

– the Castle Gate precinct in Pretoria; and

– the Richmond Park and King Air industrial parks in Cape Town.

Atterbury Property Holdings has a balanced investment portfolio of high-quality properties that it would be able to monetise in order to provide further funding into its development pipeline; if required and market factors and other dynamics at the time allowing.

9.2.5.2 Atterbury Europe

Atterbury Europe was founded in 2014 when the Atterbury Group co-invested with a consortium of private investors to form an Eastern European focused property company. The investment portfolio of Atterbury Europe is currently comprised of three main investments:

– a 50.0% share in Atterbury Romania;

– a 97.5% share in Atterbury Cyprus; and

– a 25.0% share in BreAtt (Serbia).

Similar to that of APH, Atterbury Europe’s property portfolio is comprised of a combination of investments and developments.

Atterbury Europe partners with property developers and entrepreneurs in each of the markets that it is invested in and contributes world-class development and asset management skills into these partnerships with support from the Atterbury Group. These partnerships allow Atterbury Europe to obtain in-country expertise and local insights, which allow it to successfully source property development opportunities that enable it to deliver superior returns to shareholders.

In Romania, Atterbury Europe’s in-country partner is the Iulius Group, a leading property developer in the Romanian market with over 20 years of experience, having developed over 260 000m2 of retail space and another 89 000m2 of class-A office space over this period.

In Cyprus, Atterbury Europe owns two malls both located in Nicosia, the Mall of Engomi and the Mall of Cyprus. A major refurbishment of the Mall of Cyprus was successfully completed at the end of 2019.

In Serbia, Atterbury Europe has partnered with MPC Properties, one of Serbia’s largest real estate development companies. MPC Properties was founded in 2002 and has since invested in more than 25 projects with a total gross building area of 1 250 000m2 and has amassed critical development expertise and local market insights.

Atterbury Europe is well-positioned to take advantage of property development opportunities in the Eastern European market over the long-term, given the strength of its partnerships and its ability to raise debt capital to fund growth optimally.

9.2.5.3 The Bucharest Opportunity

As previously communicated to Shareholders, RMH Property entered into a partnership opportunity in November 2018 with Atterbury Europe and the Iulius Group (specifically, Mr Iulian Dascalu as CEO and founder) in Bucharest to develop a new hub for business, entertainment, retail and residential living. Iulius Group is a prominent property developer in Romania which has a strong track record of developing mixed-use urban projects.

On completion, the development is projected to be the largest real estate project in Romania’s history and will house the tallest building in Romania, and consist of 14 buildings including retail, office, residential and a 5-star hotel.

RMH Property originally committed €200 million to the Bucharest Opportunity, €150 million as equity and €50 million as a loan. This commitment would have resulted in a 34.4% stake in the landmark development, a direct interest of

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25.0% through the 50.0% holding in Atterbury Bucharest and a 9.4% indirect interest through the 37.5% holding in Atterbury Europe. As at 31 December 2019, €43 million was placed on deposit and remained under the control of RMH Property, with the disbursement of the remaining €157 million to be made once certain conditions precedent were fulfilled.

Shareholders are now advised that RMH Property has capped its participation in the Bucharest Opportunity to €50 million (including the €43 million placed on deposit). This commitment is in the form of a loan to Atterbury Europe, which will be converted to equity should the project’s conditions precedent be fulfilled. This commitment is currently held on deposit in cash and remains under the control of RMH Property.

The key condition precedent relates to the securing of the right of use of the land on which the project will be developed from the Chamber of Commerce and Industry of Romania (“CCIR”). CCIR controls the exhibition centre, Romexpo, and has the right of use of the land around the complex where the development is intended to be constructed. The balance of the conditions precedent relates to standard project and municipal authorisations as well as partner conditions typical of a project of this nature.

Should the conditions precedent not be met by 31 March 2021, the €50 million cash commitment would be returned to RMH Property and would subsequently be distributed to Shareholders.

The RMH Board believes that the Bucharest Opportunity is compelling for RMH Property shareholders:

– assuming that current market conditions for rental rates, interest rates and tenant demand for space remain as per RMH Property’s initial projections, the Bucharest Opportunity is expected to generate a Euro-denominated IRR of at least 12.5% and a cash yield of greater than 10%; and

– given that the €50 million Bucharest investment amount is fixed at an exchange rate of less than R16.00/€, RMH Property management expects to generate a highly attractive Rand-denominated IRR. Based on market consensus foreign exchange rates over the next five to six years, it is expected that the Euro-denominated IRR will translate into a Rand-denominated IRR in excess of 20%.

9.2.5.4 Divercity

Divercity is an urban renewal property fund focused on regenerating South African cities and demonstrating a new model for affordable housing delivery that promotes better urban form. Divercity invests exclusively in urban renewal through the development of inner-city (thereby well-located) precincts which feature a dense combination of affordable rental housing, commercial spaces, a rich mix of urban and social amenities as well as high-quality public spaces.

The Divercity model is differentiated from the current dominant mode of affordable housing delivery in South Africa, where low income households are confined to the urban periphery, far from opportunities and essential services. Divercity encourages investment in key parts of urban and city development areas, contributing to overall social regeneration and urban renewal.

Divercity currently holds a c.R2 billion property portfolio, seeded with assets from leading property companies the Atterbury and iThemba Property and seed investments from RMH Property and Nedbank Property Partners.

9.2.5.5 Integer Properties

Integer Properties’ was formed in 2010 as a partnership between, inter alia, Genesis Capital Partners and Brian Roberts after identifying a funding gap in the property market created by banks only providing between 70% - 80% (at the time) of funding into new property developments. Integer Properties’ business model is to partner with reputable and experienced property developers who have secured attractive development opportunities but lack the equity to bridge the gap between the development cost and the level of senior bank debt available to them. Integer Properties is a highly geared business that provides the funding required as a loan and takes significant shareholding in the development.

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In addition to the project partnership strategy, Integer Properties also seeks opportunistic sale and leaseback investment properties, which it owns 100%.

9.2.6 RMH Property investment strategy and outlook

9.2.6.1 Short-term outlook and impact of Covid-19

The current, unprecedent market conditions resulting from the Covid-19 pandemic are creating significant headwinds for the property market globally. The periods of sustained economic inactivity and social distancing have resulted in tenants withholding rentals for a variety of reasons, putting severe pressure on the ability of RMH Property’s partners to operate. These current market conditions, as well as possible further economic distress, will have an impact on the ability of the portfolio companies to execute on development pipelines in the future and to grow the portfolios. As such, given the uncertainty around the duration of the Covid-19 pandemic and its second-order effects, the exact impact on the RMH Property portfolio in the near-term cannot be accurately forecasted at this stage.

However, many countries are implementing measures to support individuals and corporates with rent and other measures which will support the property sector in the short-term, and over the medium-to-long term, the demand for developments should recover as the investment fundamentals remain sound.

9.2.6.2 Medium- to long-term outlook and strategy

RMH Property will continue to manage its existing investment portfolio that is anchored by the partnership with the Atterbury Group.

RMH Property’s investment strategy is to generate attractive equity returns over the long-term by reinvesting net cashflows generated from its portfolio companies’ cash-yielding investment properties at attractive yields to fund new development opportunities and service debt interest obligations. The RMH Property portfolio companies utilise high levels of gearing to enhance equity returns, given the low cost of funding in most of the regions that they are invested in.

As a consequence of this capital management strategy, RMH Property does not currently receive dividends from its portfolio companies and only expects to do so once the capital structures of its portfolio companies are sufficiently de-leveraged over the next three to five years.

RMH Property will seek to manage the delivery of the existing development pipeline in its portfolio companies in order to drive capital appreciation for Shareholders. RMH Property’s portfolio companies currently have adequate funding resources to support their respective existing approved development pipelines. RMH Property is therefore not expecting to provide any further capital into any of its portfolio companies. RMH Property is targeting a minimum Rand-denominated risk-adjusted IRR target of 15% for future developments.

In line with these broader value realisation objectives, it is the intention of the RMH Board to continue to assess options to monetise the RMH Property business, in an orderly manner over time, and to return maximum value to Shareholders. These options include, inter alia, monetisation through separate listings and/or disposals of the individual RMH Property portfolio companies. These options will only be undertaken if market conditions are conducive and are considered by the RMH Board to be in the long-term interests of Shareholders. Shareholders would be approached for approval, where necessary, in line with the provisions of RMH Property’s memorandum of incorporation, the Listings Requirements and the Companies Act. Any processes would also be pursued in a manner that results in minimal disruption to the business of RMH Property and its portfolio companies.

9.2.7 Financial information

Refer to paragraph 10.3 for the historical financial information of RMH Property.

9.2.8 RMH Property valuation considerations

Shareholders are referred to the breakdown of the RMH Take-on NAV set out in paragraph 8 above which includes the gross asset value of RMH Property as at 31 December 2019.

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The valuation of the RMH Property portfolio is complicated due to the unlisted, development focused nature of the underlying businesses. There are no comparators for the purpose of performing a relative valuation analysis given that most property businesses are focused on the management of yielding portfolios.

All valuations in the underlying portfolio companies were performed as at 31 December 2019. No adjustments have been made as yet to these valuations to reflect the impact of Covid-19. RMH Property and its portfolio companies are focused on active cashflow management through this uncertain time and it is not yet possible to fully assess the impact of Covid-19 on the valuation of RMH Property

Additional factors which impact the volatility and uncertainty involved in valuing the development-focused property businesses include:

– current interest rate cycle in both South Africa and the EU;

– the current Euro/Rand exchange rate;

– macro-economic growth in South Africa, Romania, Cyprus and Serbia generally and as a result of the impact of Covid-19;

– the recent downgrades of South Africa’s sovereign ratings;

– timing of the realisation of assets;

– limited growth prospects due to the expected drain on cash flows in both the European and South African portfolios; and

– specific project and execution risk.

Whilst the RMH Board recognises these risks and has taken them into account in the preparation of the disclosure in this Circular, for the purpose of providing an evaluation of the RMH Property portfolio for Shareholders, the RMH Board believes that the long-term valuation should be supported by the following factors:

– the long-term prospects of the portfolio are underpinned by the existing track record of its strong partners and the quality of the development pipeline and projects;

– fundamental, macro-economic variables in South Africa and Eastern Europe outside of the recent market disruption are also key valuation parameters;

– the balance sheet health of the RMH Property business post the RMH Unbundling and the low gearing levels of Atterbury Europe limits pressure from third-party funders in terms of breaching covenants in current market conditions;

– the portion of the RMH Property portfolio comprised of physical assets (held through its equity investments in the various portfolio companies) amounts to R2.6 billion as valued by independent expert valuers and is conservatively valued on a discounted cash flow methodology basis as at 31 December 2019; and

– the balance of the RMH Property portfolio is comprised of cash and loans, as well as contingent funding attributable to the Bucharest Opportunity, subject to conditions.

10. FINANCIAL INFORMATION

10.1 Historical financial information of RMH

The consolidated audited annual financial statements of RMH for the three financial years ended 30 June 2017, 30 June 2018 and 30 June 2019 and its unaudited interim results for the six-months ended 31 December 2019 are incorporated herein by reference and will be available for inspection on RMH’s website at https://www.rmh-online.co.za/stakeholder-relations/restructure-of-rmh/ as set out in paragraph 27 of this Circular.

10.2 Historical financial information of FirstRand

The consolidated audited annual financial statements of FirstRand for the three financial years ended 30 June 2017, 30 June 2018 and 30 June 2019, and its unaudited interim results for the six-months ended 31 December 2019 are incorporated herein by reference and will be available for inspection on RMH’s website: https://www.rmh-online.co.za/stakeholder-relations/restructure-of-rmh/ as set out in paragraph 27 of this Circular.

10.3 Historical financial information of RMH Property

The financial information for RMH Property as incorporated in the consolidated audited annual financial statements and annual integrated reports of RMH for the three financial years ended 2017, 30 June 2018 and 30 June 2019 and its condensed unaudited interim results for the six-months ended 31 December 2019 are incorporated herein by reference and will be available for

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inspection on RMH’s website at https://www.rmh-online.co.za/stakeholder-relations/restructure-of-rmh/ as set out in paragraph 27 of this Circular.

The table below provides a summary of the key financial indicators of RMH Property since inception as extracted from the segmental information published by RMH for the following periods:

R’m

Six-monthsended

31 December2019

Financial year ended

30 June2019

Financial year ended

30 June 2018

Financial year ended

30 June 2017

Revenue 2811 1072 292 63

Headline earnings 101 1402 162 83

Normalised earnings 101 1402 162 83

Gross asset value 3 4521 3 3502 2 4302 9473

RMH Property funding and liabilities 2 7534 2 6025 1 7085 9606

Net intrinsic value 6727 7487 7227 (13)7

Notes:

1. Extracted from page 14 of RMH’s condensed unaudited interim results for the six-months ended 31 December 2019.

2. Extracted from page 40 of RMH’s consolidated audited annual financial statements for the financial year ended 30 June 2019.

3. Extracted from page 44 of RMH’s consolidated audited annual financial statements for the financial year ended 30 June 2018.

4. Extracted from page 7 of RMH’s condensed unaudited interim results for the six-months ended 31 December 2019.

5. Extracted from page 44 of RMH’s consolidated audited annual integrated report for the financial year ended 30 June 2019.

6. Figure calculated based on the same principles as for the financial years ended 30 June 2019 and 30 June 2018.

7. Calculated as RMH Property gross asset value less RMH Property funding and liabilities.

10.4 Analysis of financial conditions and results of operations of each of RMH and FirstRand

10.4.1 RMH

Despite macroeconomic challenges and other pressures during the second half of 2019, RMH, on the back of a resilient performance by FirstRand, produced satisfactory results for the six-months ended 31 December 2019:

– Normalised earnings increased 3% to R4.6 billion (2018: R4.4 billion); – Normalised earnings per share amounted to 325.1 cents per share (2018: 314.9 cents

per share); – RMH’s core investment, FirstRand, produced a solid performance despite the challenging

economic climate, increasing normalised earnings by 5% (2018: 7%) and delivering a return on equity of 21.2% (2018: 22.3%). FirstRand’s franchises being First National Bank (“FNB”), RMB and Aldermore produced good operating results, with WesBank adversely affected by the macroeconomic climate;

– RMH Property’s net intrinsic value created amounted to R672 million (2018: R971 million). This was mainly driven by the increase in net asset value of Atterbury Europe, which was as a result of a €100 million subscription by Pareto for 25% of Atterbury Europe on 17 July 2019. The increase in the value of Atterbury Europe was off-set by the goodwill written down on Atterbury Property Holdings as a result of a general rerating of property shares. The goodwill paid on the acquisition of Atterbury Property Holdings has now been fully impaired (R220 million); and

– RMH Property delivered normalised profit of R10 million (2018: R15 million).

For further information, Shareholders are directed to the unaudited interim results of RMH for the six-months ended 31 December 2019 which provide an analysis of the financial conditions and results of operations of RMH and are incorporated herein by reference and will be available for inspection on RMH’s website at https://www.rmh-online.co.za/stakeholder-relations/restructure-of-rmh/ as set out in paragraph 27 of this Circular.

10.4.2 FirstRand

Despite a deteriorating macroeconomic backdrop in South Africa, FirstRand produced normalised earnings growth of 5%. The group continued to maintain its balance sheet strength and protect its return profile, producing a normalised ROE of 21.2%. FirstRand’s performance for the six-months ended 31 December 2019 was influenced by the following factors:

– Net interest income (“NII”) increased by 8% and, although advances growth slowed to 4%, growth in deposits increased 7%. FNB’s NII growth moderated slightly to 9% but still benefited from advances growth of 8%, and deposit growth of 10%, particularly from the premium and commercial segments. RMB delivered good NII growth of 12%,

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benefiting slightly from higher-yielding cross-border activity, increased utilisation of trade and working capital facilities and 5% growth in deposits in the corporate bank. WesBank’s NII reflected a tough operating environment, with advances growing by 1%;

– Non-interest revenue (“NIR”) growth slowed to 5%, mainly reflecting relatively lower fee and commission income growth (up 3%), and the non-repeat of private equity realisations in the comparative six months to December 2018 (investment income was down 73%). FNB’s fee and commission income grew 5%, mainly due to increased volumes across its digital and electronic channels, however, as expected, absolute growth in volumes has slowed due to constrained customer disposable incomes and competitive pressures;

– Insurance income grew 14%, benefiting from volume growth of 8% and 1%, respectively, in FNB’s funeral and credit life policies. This resulted in a 17% increase in the in-force annual premium equivalent. WesBank’s insurance income increased 11%, reflecting an improved performance from MotoVantage;

– Fair value income, mainly driven by RMB’s markets business, again showed strong growth of 18%.

– Cost growth remained above inflation, although the absolute increase of 7% is lower than previous periods. This reflects an increased focus on efficiencies, particularly given current top-line pressures, and was achieved against a backdrop of above-inflation staff wage increases and ongoing investment in growth strategies, namely insurance and asset management activities and platforms to extract further efficiencies; and the build-out of the group’s footprint in the rest of Africa. The group’s cost-to-income ratio decreased from 52.3% to 52.1%; and

– Gross non-performing loans (“NPLs”) increased by 17% or R6 447 million since 31 December 2018. FirstRand adopted IFRS 9 on 1 July 2018. As indicated previously, IFRS 9 has a significant impact on certain balance sheet credit metrics such as NPLs and coverage as well as income statement impairment levels. Certain IFRS 9-specific changes will start normalising in the current financial year.

For further information, Shareholders are directed to the unaudited interim results of FirstRand for the six-months ended 31 December 2019 which provides an analysis of the financial conditions and results of the operations of FirstRand and are incorporated herein by reference and will be available for inspection on RMH’s website at https://www.rmh-online.co.za/stakeholder-relations/restructure-of-rmh/ as set out in paragraph 27 of this Circular.

11. MAJOR BENEFICIAL SHAREHOLDERS

As at Friday, 17 April 2020, to the knowledge of RMH, the names of Shareholders who are directly or indirectly beneficially interested in 5% or more of the issued shares of RMH are as follows:

ShareholderNumber of

shares held

Percentage of issued share

capital (%)

Financial Securities Limited (Remgro) 397 447 747 28.2Salestalk Proprietary and Salestalk 268 Proprietary Limited (Royal Bafokeng Holdings)

176 462 902 12.5

Public Investment Corporation 110 357 833 7.8LL Dippenaar (direct and indirect) 75 329 444 5.3

Total 759 597 926 53.8

Subsequent to the RMH Unbundling, to the knowledge of RMH, the names of Shareholders who will be directly or indirectly beneficially interested in 5% or more of the issued shares of RMH are as follows:

ShareholderNumber of

shares held

Percentage of issued share

capital (%)

Salestalk Proprietary and Salestalk 268 Proprietary Limited (Royal Bafokeng Holdings)

176 462 902 12.5

Public Investment Corporation 115 604 727 8.2LL Dippenaar (direct and indirect) 75 329 444 5.3

Total 367 397 073 26.0

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12. MAJOR BENEFICIAL REMGRO SHAREHOLDERS

As at the Last Practicable Date, to the knowledge of Remgro, the names of Remgro Shareholders other than directors who are directly or indirectly beneficially interested in 5% or more of the issued shares of Remgro are as follows:

Remgro ShareholderNumber of

shares held

Percentage of issued share

capital (%)

Ordinary sharesPublic Investment Corporation 80 662 796 15.6

B ordinary sharesRupert Beleggings Proprietary Limited 39 056 987 100

13. SHARE CAPITAL OF RMH

The table below sets out the authorised and issued share capital of RMH before and after the RMH Unbundling:

Before the RMH

Unbundling

After the RMH

Unbundling

Authorised ordinary share capital 2 000 000 000 2 000 000 000Issued ordinary share capital 1 411 703 218 1 411 703 218Treasury shares – –

14. DIRECTORS’ INTERESTS IN RMH AND FIRSTRAND SHARES

14.1 Directors’ interests in RMH securities

As at the Last Practicable Date, the aggregate direct and indirect beneficial interests of Directors and their associates in Shares was as follows:

Directbeneficial

Indirect beneficial

Held by associates Total %

ExecutiveHL Bosman – – – – –Non-executiveJJ Durand – – – – –JP Burger – 1 234 000 – 1 234 000 0.09P Cooper 750 058 – 3 060 889 3 810 947 0.27SEN de Bruyn – – – – –LL Dippenaar – 75 096 576 232 868 75 329 444 5.34PK Harris – 7 000 000 – 7 000 000 0.50A Kekana – – – – –P Lagerström – – – – –MM Mahlare – – – – –MM Morobe – – – – –RT Mupita – – – – –O Phetwe – – – – –JA Teeger – 52 000 – 52 000 –DA Frankel – – – – –F Knoetze – – – – –UH Lucht – – – – –

Total 750 058 83 382 576 3 293 757 87 426 391 6.20

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At the Last Practicable Date, none of the Directors, including Directors who have resigned in the 18 months prior to the Last Practicable Date, directly or indirectly had a material beneficial interest in transactions effected by RMH during the current or immediately preceding financial year, or during an earlier year in relation to any transactions concluded during that earlier year that remain in any respect outstanding or unperformed, other than as a result of their shareholdings in RMH as disclosed above.

There have been no changes in the Directors’ interests in Shares during the period from 31 December 2019 up to and including the Last Practicable Date.

In accordance with section 75 of the Companies Act, Directors with a financial interest (as defined in section 75 of the Companies Act) in FirstRand, RMH and/or Remgro will recuse themselves from voting on any RMH Board resolutions in relation to the RMH Unbundling, to the extent required. Furthermore, the Independent Board comprises of Directors that have no material financial interest in the RMH Unbundling (as defined in section 75 of the Companies Act).

14.2 Directors’ remuneration and benefits in RMH

The remuneration of the non-executive Directors will not change as a result of the RMH Unbundling.

The impact of the RMH Unbundling on the executive Director’s and the compensation structures of RMH is set out in paragraph 14.5 of this Circular.

14.3 Directors’ interests in FirstRand securities

As at the Last Practicable Date, the aggregate direct and indirect beneficial interests of RMH Directors in FirstRand Shares was as follows:

Direct beneficial

Indirect beneficial

Indirect beneficial via RMH

Held by associates Total %

ExecutiveHL Bosman – – – – – –Non-executiveJP Burger 303 990 6 117 095 1 669 950 – 8 091 035 0.14P Cooper 1 731 363 891 001 5 157 287 – 7 779 651 0.14LL Dippenaar 1 377 000 1 722 426 101 942 007 5 914 105 047 347 1.87PK Harris – 217 722 9 472 976 95 555 9 786 253 0.17A Kekana – 400 – 22 924 23 324 0.00JA Teeger 10 000 225 000 70 371 – 305 371 0.01UH Lucht 23 000 – – – 23 000 0.00

Total 3 445 353 9 173 644 118 312 591 124 393 131 055 981 2.33

At the Last Practicable Date, none of the Directors, including Directors who have resigned in the 18 months prior to the Last Practicable Date, directly or indirectly had a material beneficial interest in transactions effected by FirstRand during the current or immediately preceding financial year, or during an earlier year in relation to any transactions concluded during that earlier year that remain in any respect outstanding or unperformed, other than as a result of their shareholdings in FirstRand as disclosed above.

There have been no changes in the Directors’ interests in FirstRand Shares during the period from 31 December 2019 up to and including the Last Practicable Date.

In accordance with section 75 of the Companies Act, Directors with a financial interest (as defined in section 75 of the Companies Act) in FirstRand, RMH and/or Remgro will recuse themselves from voting on the RMH Unbundling. Furthermore, the Independent Board comprises of Directors that have no material financial interest in the RMH Unbundling (as defined in section 75 of the Companies Act).

14.4 Directors’ remuneration and benefits in FirstRand

Current RMH Directors who are also directors on the FirstRand Board, being Messrs HL Bosman, JP Burger and F Knoetze, will remain on the FirstRand Board post implementation of the RMH Unbundling and will continue to receive remuneration, in their capacity as directors of FirstRand.

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14.5 RMH Unbundling impact on RMH compensation structures

14.5.1 Agreement for the supply of services

Pursuant to an agreement for the supply of services (“Management Services Agreement”) entered into between RMH and RMI in 2012, RMH has provided certain professional services including strategic, financial management, company secretarial and accounting services to RMI. The Management Services Agreement also stipulated the incurring of certain expenses by RMH on behalf of RMI to meet its operational and business requirements. The scope of the Management Services Agreement will be narrowed post the RMH Unbundling to reflect the reduced, ongoing services to be provided by certain individuals (including the Executive Director) to RMH.

The RMH Board has approved that RMH pay a once-off fee to RMI to allow for the orderly management of expenses previously charged to RMH (“Management Services Fee”).

This once-off fee is calculated as R20 700 000 (including VAT) and has been included in the pro forma financial effects of the RMH Unbundling set out in paragraph 7 of this Circular.

14.5.2 Impact on the RMH share appreciation rights scheme

Employees who delivered management services to RMH, including Herman Bosman as the executive Director, received RMH share appreciation rights (“SARS”) under the RMH cash-settled share appreciation rights scheme (“RMH SARS Scheme”) as part of their compensation paid by RMI. The RMH SARS Scheme does not qualify as a section 14 scheme as per the Listings Requirements.

The RMH SARS Scheme comprise of SARs awarded without performance conditions and SARs with performance conditions. The RMH Remuneration Committee considered the matter and decided to implement a practical solution under the circumstances whereby a pro rata portion of the SARs will be accelerated and settled to the participants of the SARS Scheme (the “Participants”).

The following principles underpin the SARS value payable to Participants (the “Participants’ SARS Value”):

• Participants are rewarded for the time served from the award date to the effective date of the RMH Unbundling, which is expected to be on or about Monday, 29 June 2020, relative to the original vesting periods of the SARs;

• The nature of the SARs is considered and Participants receive the fair value of the SARs. Fair value was determined using the Cox Rubenstein binomial tree;

• For SARs that are subject to performance vesting conditions, the performance conditions were tested based on pricing in the five trading days post the RMH Announcement. The testing was performed with reference to historical data and valuation references a forward earnings check in relation to the fair value of RMH. Performance conditions are referenced to total shareholders’ return which carries a weighting of 45%, normalised earnings growth which also carries a weighting of 45% and the remaining 10% under the discretion of the RMH Remuneration Committee. The benchmarks for performance conditions are nominal GDP growth for total shareholders’ return and for normalised earnings growth it is CPI;

• Vesting is capped at a maximum of 200%. The analysis was performed by RMH, verified by PwC and signed off by the RMH Remuneration Committee. The result was, for each outstanding unvested allocation of SARs subject to these performance conditions, the assessment of performance conditions results in a 100% adjustment. This corresponds to performance at 117% of the benchmark; and

• The remaining portion of SARs that do not vest as determined above, will lapse.

The Participants’ SARS Value falls into the following two categories and will be settled as follows:

i. Vested but unexercised SARs: settled in cash at fair value; and

ii. Unvested SARs: pro rata early vesting of SARs based on the number of months from the award date to the effective date of the RMH Unbundling, which is expected to be on or about Monday, 29 June 2020, relative to the number of months in the vesting periods, adjusted for performance condition testing (to the extent applicable) and settled in cash at fair value.

The remaining portion of SARs that do not vest as determined above, will lapse.

In addition to the above, Participants will be paid an ex gratia payment. This will be calculated with reference to the period of service and forfeited fair value. The ex gratia payment will vary between 50% to 70% of forfeited fair value.

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Payments to Herman Bosman (as executive Director) in terms of paragraph (ii) above and the ex gratia payment will be deferred and are subject to certain vesting conditions.

Participants that remain with RMH may be offered alternative replacement awards to offset the foregone Participants’ SARS Value.

An amount of R12 746 426 is included in the pro forma financial effects of the RMH Unbundling for the items set out in this paragraph 14.5.2.

14.5.3 Impact on the RMH management participation structure

There have been no amendments to the RMH management participation structure. Shareholders are directed to page 65 of the Remuneration Report included in the RMH Annual Integrated Report for the financial year ended 30 June 2019 for the details of the RMH management participation structure.

14.6 Related party disclosures for FirstRand

For detail in relation to the related party disclosures of Directors with FirstRand, Shareholders are referred to note 7 of the RMH Annual Integrated Report for the financial year ended 30 June 2019 available on for inspection on RMH’s website at https://www.rmh-online.co.za/stakeholder-relations/restructure-of-rmh/.

15. MATERIAL CONTRACTS

RMH has not entered into any material contracts either verbally or in writing that are outside the ordinary course of business in the preceding two years prior to the date of issue of this Circular or entered into at any time any material contract containing an obligation or settlement that is material to RMH or its subsidiaries as at the date of this Circular (other than the agreements relating to the Third-Party Debt which has been restructured and settled as part of the RMH Pre-Unbundling Restructure).

16. MATERIAL LOANS

As part of the RMH Pre-Unbundling Restructure, RMH’s Third-Party Debt has been restructured and settled.

17. LITIGATION

Other than the liquidation of Propertuity (details of which have been provided to Shareholders in the financial results of RMH – page 31 of the RMH annual financial statements for the financial year ended 30 June 2019), there are currently no legal or arbitration proceedings, including any such proceedings that are pending or threatened which may have, or have had, a material effect on RMH or any of its subsidiaries’ financial position during the 12 months preceding the date of issue of this Circular.

18. MATERIAL CHANGES

The Directors are not aware of any material changes in the financial or trading position of RMH or its subsidiaries subsequent to the latest published unaudited interim financial results for the six-months ended 31 December 2019, other than the changes noted in this Circular and in any SENS announcements made by RMH, FirstRand and Remgro between Tuesday, 19 November 2019 and the Last Practicable Date.

19. INDEPENDENT EXPERT’S REPORT

19.1 The Independent Board has appointed the Independent Expert to provide the fair and reasonable opinion on the RMH Unbundling, as required under Regulation 110 of the Companies Regulations.

19.2 The Independent Expert’s Report on the RMH Unbundling, prepared in accordance with the provisions of the Companies Act and the Companies Regulations, is reproduced in Annexure 1 to this Circular.

19.3 Having considered the terms and conditions of the RMH Unbundling and based on the conditions set out in the Independent Expert’s Report on the RMH Unbundling, the Independent Expert has concluded that the terms and conditions of the RMH Unbundling are both fair and reasonable to Shareholders, as each of these terms is defined in the Companies Act.

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20. INDEPENDENT BOARD’S VIEWS ON THE RMH UNBUNDLING

20.1 In accordance with the Companies Regulations, the RMH Board has appointed the Independent Board for the purpose of the RMH Unbundling. The Independent Board has appointed the Independent Expert to prepare a report on the RMH Unbundling.

20.2 The Independent Board, after due consideration of the Independent Expert’s Report, has determined that it will place reliance on the valuations performed by the Independent Expert for the purposes of reaching its own opinion regarding the RMH Unbundling, as contemplated in Regulation 110(3)(b) of the Companies Regulations.

20.3 The Independent Board is not aware of any factors which are difficult to quantify or are unquantifiable (as contemplated in Companies Regulation 110(6)) and has not taken any such factors into account, in forming its opinion.

20.4 The Independent Board, taking into account the Independent Expert’s Report in relation to the RMH Unbundling, has considered the terms and conditions of the RMH Unbundling and is unanimously of the opinion that the terms and conditions thereof are fair and reasonable to Shareholders. The Independent Board, accordingly, recommends that Shareholders vote in favour of the Unbundling Resolution to be considered at the General Meeting relating to the approval of the RMH Unbundling.

20.5 As at the Last Practicable Date, the Independent Board had not received any offers, as defined in section 117(1)(f) of the Companies Act.

20.6 The Directors on the Independent Board, in their personal capacities, intend to vote any Shares beneficially owned by them in favour of the Unbundling Resolution to be considered at the General Meeting.

21. RMH BOARD RECOMMENDATION

The RMH Board has considered the terms and conditions of the RMH Unbundling and, taking into account the opinion provided by the Independent Expert in relation to the RMH Unbundling, is of the opinion that the terms and conditions thereof are fair and reasonable to the Shareholders. Accordingly, the RMH Board recommends to Shareholders that they vote in favour of the Unbundling Resolution to be considered at the General Meeting.

22. DIRECTORS’ RESPONSIBILITY STATEMENTS

The Directors, whose names are set out on page 15 of this Circular, collectively and individually accept full responsibility for the accuracy of the information given in relation to RMH and certify that, to the best of their knowledge and belief, there are no other facts that have been omitted which would make any statement false or misleading and that all reasonable enquiries to ascertain such facts have been made and that this Circular contains all information required in terms of the Listings Requirements.

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23. RMH UNBUNDLING COSTS

The expenses (exclusive of VAT) relating to the RMH Unbundling are set out in the table below:

DescriptionEstimated

amount (Rand)

Financial Advisor and Sponsor: Rand Merchant Bank, a division of FirstRand Limited

20 000 000

Legal and other advisory fees 5 910 000

Bowman Gilfillan Inc. 4 500 000Davis Polk & Wardwell London LLP 600 000CDH (funding advice) 500 000DLA Piper South Africa 150 000Allens 60 000Mori Hamada & Matsumoto 50 000Allen and Overy (review of Independent Expert’s Report) 50 000

Brokerage placement fee – RMB Morgan Stanley 2 417 925Independent Property valuers’ fees 712 665

Mills Fitchet 172 230JLL 120 000Jones Lang Laselle 105 000Sterling 85 000Rode & Associates 52 135Assured 49 800De Leeuw 16 000

Independent Reporting Accountants’: PricewaterhouseCoopers Inc 615 000Tax advice: P Solomon, SC 568 203Independent Expert: Merrill Lynch South Africa Proprietary Limited trading as BofA Securities

500 000

Printing and posting of Circular: Ince 424 365Advisory in relation to the SARS Scheme: PricewaterhouseCoopers Inc 250 000 TRP approval fees 250 000 JSE documentation fees 109 592General Meeting hosting: Computershare 77 610

Transaction and restructuring costs 31 835 360Management Services Fee (as detailed in paragraph 14.5.1 of this Circular) 18 000 000Participants’ SARS Value (as detailed in paragraph 14.5.2 of this Circular) 12 746 426

Total RMH Unbundling Costs (excluding VAT) 62 581 786

24. GENERAL MEETING

24.1 A General Meeting will be held on Monday, 1 June 2020 to consider, and if deemed fit, pass the Unbundling Resolution required to authorise and effect the implementation of the RMH Unbundling. A notice convening the General Meeting is attached to and forms part of this Circular.

24.2 As a consequence of the impact of the Covid-19 pandemic and the restrictions placed on public gatherings, the General Meeting will be held through electronic participation. The details of this are set out in the section entitled “Actions required by Shareholders” of this Circular.

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25. CONSENTS

The Financial Advisor and Transaction Sponsor, Independent Expert, legal advisors, Independent Reporting Accountants, independent property valuers and Transfer Secretaries have consented in writing to act in the capacities stated and to their names being stated in this Circular and had not withdrawn the consents prior to the Last Practicable Date.

26. DISCLOSURE OF CONFLICTS OF INTEREST

26.1 Shareholders are advised that RMB acts as Financial Advisor and Transaction Sponsor to each of RMH and Remgro independently in relation to the RMH Unbundling.

26.2 In its capacity as Transaction Sponsor, RMB does not believe that there is any matter that would impact on its ability to exercise reasonable care and judgment to achieve and maintain independence and objectivity in professional dealings in relation to RMH and that would impact on its ability to act within the Code of Conduct as set out in the Listings Requirements.

26.3 RMB has various internal procedures in place to ensure that its ability to act independently as Transaction Sponsor for each relevant party is not compromised.

26.4 Pursuant to these internal procedures, RMB has a compliance control room that identifies and manages conflicts and ensures that strict “Chinese walls” are maintained to ensure that as Transaction Sponsor, it is able to act independently from other divisions within the bank. RMB also enforces and implements physical and logical access restrictions to information, which is limited to deal teams for whom the information is relevant, for the purpose of fulfilling the client mandate.

27. DOCUMENTS AVAILABLE FOR INSPECTION

As a consequence of the impact of the Covid-19 pandemic and the restrictions placed on public gatherings, the following documents will be available for inspection by Shareholders on RMH’s website, www.rmh-online.co.za/stakeholder-relations/restructure-of-rmh/, from the date of this Circular up to and including the date of the General Meeting:

27.1 the Memorandum of Incorporation of RMH and its material subsidiaries;

27.2 the Independent Reporting Accountants’ report on the reviewed financial information of RMH as set out in Annexure 7 to this Circular;

27.3 the consolidated audited historical financial information of RMH for the preceding three financial years together with all notes, namely the 2017, 2018 and 2019 consolidated audited annual financial statements and its unaudited interim results for the six-months ended 31 December 2019;

27.4 the consolidated audited historical financial information of FirstRand for the preceding three financial years together with all notes, namely the 2017, 2018 and 2019 consolidated audited annual financial statements and its unaudited interim results for the six-months ended 31 December 2019;

27.5 the segmental financial information for RMH Property as incorporated in the consolidated audited annual financial statements of RMH for the two financial years ended 2018 (refer to pages 38 to 41) and 2019 (refer to pages 38 to 41) and its unaudited interim results for the six-months ended 31 December 2019 (refer to pages 28 and 29);

27.6 the Independent Expert’s Report as set out in Annexure 1 to this Circular;

27.7 consent letters of the appointed professional advisors as set out in paragraph 25 of this Circular; and

27.8 a signed copy of this Circular.

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Signed at Sandton on Thursday, 23 April 2020 by Herman Bosman on behalf of the RMH Board and the Independent Board respectively, he being duly authorised in terms of written resolutions signed by each Director and in terms of a resolution of the Independent Board and the RMH Board.

Herman Bosman

Chief Executive Officer

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ANNEXURE 1: INDEPENDENT EXPERT’S REPORT ON THE RMH UNBUNDLING

23 April 2020

The DirectorsRMB Holdings Limited 3rd Floor, 2 Merchant Place Corner Fredman Drive and Rivonia RoadSandton2196South Africa

Dear Sirs,

FAIR AND REASONABLE OPINION IN RESPECT OF THE RMH UNBUNDLING

The definitions and interpretations contained in the Circular to Shareholders, dated 30 April 2020 (the “Circular”), apply to this Independent Expert Opinion, unless otherwise defined herein.

1. INTRODUCTION

In an announcement released on SENS dated 19 November 2019, RMH advised that the RMH Board has resolved to restructure RMH’s portfolio of assets and liabilities. In terms of the RMH Unbundling, it is proposed that RMH will distribute its entire shareholding in FirstRand, less the FirstRand Disposal Shares, to Shareholders.

The RMH Unbundling will take place by way of a distribution in specie in terms of section 46 of the Companies Act and section 46 of the Income Tax Act. The FirstRand Distribution Shares will be distributed to Shareholders in the Distribution Ratio of 1.31189 FirstRand Distribution Shares for every 1 Share held at the RMH Unbundling Record Date, expected to be Friday, 26 June 2020.

2. SCOPE

The RMH Unbundling is considered to be a Section 112 Disposal, and as such, constitutes an “affected transaction” as defined in section 117(1)(c)(i) of the Companies Act. Consequently, the RMH Unbundling is regulated by the Companies Act and the Takeover Regulations.

The RMH Board has established the Independent Board for the purposes of the Companies Act and the Takeover Regulations and for the purposes of considering and, if deemed fit, approving the RMH Unbundling.

In accordance with Regulation 90 (1)(b) and Regulation 110 of the Takeover Regulations, the Independent Board is required to appoint an independent expert to evaluate the consequences of the RMH Unbundling and assess the effects of the RMH Unbundling on the rights and interests of a Shareholder and provide an opinion whether the proposed terms and conditions of the RMH Unbundling are fair and reasonable insofar as the Shareholders are concerned.

The Independent Board has appointed Merrill Lynch South Africa Proprietary Limited trading as BofA Securities (“BofA”) to act as independent professional expert in terms of in terms of section 114(2) of the Companies Act and Regulation 90 of the Takeover Regulations to provide an opinion on whether the terms of the RMH Unbundling are fair and reasonable in so far as Shareholders are concerned.

We understand our opinion (this “Opinion”) will be used by the Independent Board to satisfy the requirements of the Companies Act and the Takeover Regulations and this Opinion letter will be included in the Circular sent to Shareholders seeking approval of the RMH Unbundling.

In accordance with section 114(3)(g) of the Companies Act, a copy of section 115 and section 164 of the Companies Act is set out in Annexure 2 of the Circular.

3. RESPONSIBILITY

Compliance with the Companies Act is the responsibility of the RMH Board. Our responsibility is to report on the terms of the RMH Unbundling and to provide an Opinion indicating whether the terms of the RMH Unbundling are fair and reasonable to the Shareholders in compliance with the relevant provisions of the

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Companies Act and the Takeover Regulations and to advise in relation to the matters specified in section 114(3) of the Companies Act and Regulations 90 and 110 of the Companies Regulations.

We confirm that our Opinion has been provided to the Independent Board for the sole purpose of assisting them in forming and expressing an opinion with regard to the RMH Unbundling for the benefit of the Shareholders.

Full details of the RMH Unbundling are contained in the Circular which will include a copy of this Opinion. The material interests of the Directors are set out in paragraph 14 of the Circular and the effect of the RMH Unbundling on those interests and persons are also set out in that section of the Circular.

4. DEFINITION OF THE TERMS “FAIR” AND “REASONABLE”

The assessment of “fairness” is based primarily on quantitative considerations. A transaction will generally be said to be fair if the benefits received by the shareholders, as a result of the transaction, are equal to or greater than the value given up by the shareholders.

The RMH Unbundling may be said to be fair if the fair value attributable to Shareholders after the RMH Unbundling is equal to or more than the fair value attributable to Shareholders before the RMH Unbundling.

Reasonableness is primarily based on qualitative issues surrounding the particular transaction. Reasonableness in terms of the RMH Unbundling is measured relative to various quantitative factors which include where the relative RMH and FirstRand share prices were trading before and after the initial RMH Unbundling announcement, amongst other things.

An individual shareholder’s decision as to whether to support a particular transaction may be influenced by his or her particular circumstances (for example taxation) and the price paid for the shares. This Opinion does not purport to cater for individual Shareholders’ positions but rather the rights and interests of the general body of Shareholders subject to the RMH Unbundling. Should a Shareholder be in doubt, he or she should consult a relevant advisor as to the merits of the RMH Unbundling, considering his/her personal circumstances.

In reaching a conclusion on whether the RMH Unbundling is fair and reasonable to the Shareholders, we considered the material effects of the RMH Unbundling on the rights and interests of the Shareholders.

5. SOURCES OF INFORMATION

In the course of our valuation analysis, we relied upon financial and other information obtained from RMH and RMH Property management and from various public, financial and industry sources. Our conclusion is dependent on such information being complete and accurate in all material respects.

The principal sources of information used in arriving at our Opinion, include the following public and privately made available information:

– FirstRand broker notes published post its FY2019 results announcement on 5 September 2019 from the following brokers: BofA Securities, CitiBank, Goldman Sachs, HSBC, Investec, JPMorgan, Morgan Stanley and UBS;

– Financial statements, investor presentations and annual reports of FirstRand for the financial years ended June 2017 – 2019;

– Basel pillar 3 disclosure of FirstRand for the financial years ended June 2017 – 2019;

– FirstRand’s published interim results for the six-month period ended 31 December 2019;

– RMH Board presentations for 2017 – 2019;

– RMH investment team’s high-level views on the future outlook for FirstRand reflected in written responses received from RMH on 29 February 2020. These responses and views were based solely on public information and were not supplemented by the RMH CEO given his position as a non-executive director of FirstRand;

– Information on RMH Property, including its history and development milestones, nature of the business, properties overview, key partnerships, shareholders and tenants;

– The independent property valuation reports in respect of the fair value of the properties (fully or partially) owned by the underlying portfolio companies of RMH Property (comprised of APH, Atterbury Europe, Divercity and Integer Properties, together the “Underlying Vehicles”)) as prepared by local and international appraisers;

– Information and assumptions made available by and from discussions held with the CEO and other management of RMH Property;

– Empirical research from National Association of Certified Valuators and Analysts with regards to the observed discounts in the market for minority stakes, lack of control and illiquidity, all applicable to RMH Property; and

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– Industry information and publicly available research analysts’ reports on selected, publicly listed peer companies.

6. PROCEDURES PERFORMED

In arriving at our Opinion we have, inter alia, undertaken the following procedures in evaluating the fairness and reasonableness of the RMH Unbundling:

– FirstRand

• Reviewed publicly available business and financial information relating to FirstRand including the historical audited financial statements of FirstRand audited by PWC;

• Compared certain financial information of FirstRand with similar information of companies we deemed relevant;

• Developed a fundamental valuation model based on brokers’ consensus of key metrics; and

• Reviewed and took into account RMH‘s investment team’s views on the future outlook of FirstRand.

– RMH Property

• Reviewed property valuations prepared by independent property appraisers appointed on behalf of RMH Property for each of the Underlying Vehicles;

• Reviewed the methodologies and procedures used by such independent appraisers. We confirm that we are satisfied with the basis of property valuations and have relied on these valuations;

• Reviewed financial and operating information furnished to us and discussed with the CEO and other management of RMH Property including NAV assessment and reconciliation, underlying assets portfolio statistics and historical financial statements; and

• Consulted publicly available information relating to the real estate investment industry in relevant sectors (office and retail) and geographies (Central and Eastern Europe and Southern Africa).

– RMH

• Reviewed RMH’s audited historical financials – prepared under IFRS and audited by PWC.

– Other

• Reviewed the Circular and other announcements to be published in connection with the RMH Unbundling; and

• Performed such other analyses and studies and considered such other information and factors as we deemed appropriate.

Where practical, we have corroborated the reasonableness of the information provided to us for the purpose of this Opinion, by reference to publicly available or independently obtained information or by discussions with RMH and RMH Property management. Save for corroborating the reasonableness of the information provided to us for the purpose of this Opinion as aforesaid, we have not conducted any audit of any such information and accordingly, we assume no responsibility and make no representations with respect to the accuracy or completeness of any information (including any third-party property valuations provided to us) provided to us in respect of the RMH Unbundling.

As directed by the Independent Board, who had regard for the extent of public available information on FirstRand as well as the fact that the FirstRand Shares are listed and highly liquid, we have not engaged the FirstRand management or Board, nor have we received any forecasts or other information from them.

7. ASSUMPTIONS

We have arrived at our Opinion based on the following assumptions:

– That the terms and conditions of the RMH Unbundling are legally enforceable;

– That reliance can be placed on the historical and forecast financial information of RMH, RMH Property and FirstRand used in our analysis;

– That the current economic, regulatory and market conditions will not change materially;

– That the RMH Unbundling will not give rise to any undisclosed tax liabilities;

– That the RMH Unbundling will have the legal, accounting and taxation consequences described in the Circular and discussions with, and materials furnished to us by representatives and advisers of RMH;

– That FirstRand and RMH will remain listed on the main board of the JSE;

– That RMH is not involved in any other material legal proceedings other than those conducted in the ordinary course of business and as disclosed in paragraph 17 of the Circular in relation to the liquidation of Propertuity;

– That RMH has no material outstanding disputes with the South African Revenue Service; and

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– That there are no undisclosed contingencies that could affect the values of RMH, FirstRand or RMH Property.

8. APPROPRIATENESS AND REASONABLENESS OF UNDERLYING INFORMATION AND ASSUMPTIONS

We satisfied ourselves as to the appropriateness and reasonableness of the information and assumptions employed in arriving at our Opinion by:

– Placing reliance on audit reports in the annual financial statements of RMH and FirstRand;

– Considering the historical trends of information and assumptions provided by RMH and RMH Property management;

– Comparing and corroborating such information and assumptions with external sources of information, to the extent available; and

– Determining the extent to which representations from RMH and RMH Property management and other industry experts were confirmed by documentary evidence as well as our understanding of RMH, FirstRand and RMH Property and the economic environment in which each of them operates.

9. VALUATION APPROACH

In conducting our analyses and arriving at our Opinion contained in this letter, BofA has utilised a variety of valuation methods, including inter alia, dividend discount model and other cash flow related methodologies and comparable company trading and transaction analyses.

Specifically, for FirstRand, amongst other methods, BofA performed:

i. a fundamental valuation, i.e. a dividend discount model based on publicly available brokers’ forecasts for the years 2020 - 2025 and extrapolated financial projections for the years 2026 - 2029;

ii. a regression analysis based on a sample of listed South African banks, as well as broader sample of Middle-Eastern, African and European banks; and

iii. a sum-of-the-parts valuation of the African and UK businesses.

BofA has excluded:

i. direct application of the trading comparables valuation method given the differences in the risk, growth and profitability profile of FirstRand versus its peers; and

ii. precedent transactions analysis given limited number of comparable transactions.

While not included in the valuation methods, BofA also observed historical market views on FirstRand stock, particularly share price performance in the past two years and the current range of brokers’ target prices.

Specifically, for RMH Property, BofA has exclusively relied on a NAV-based valuation supplemented by NAV trading multiples for selected comparable companies. BofA has excluded cash flow-based methodologies (i.e. discounted cash flows and dividend discount valuation methods) given the passive nature of RMH Property as a holding company and the lack of control over the Underlying Vehicles’ dividend policy and ultimate liquidity of the underlying assets. Finally, BofA has excluded precedent transactions analysis given the limited number of comparable transactions involving similar structures, operations and/or geographies.

The analyses prepared by BofA were prepared solely for the purpose of enabling BofA to provide the Opinion, and do not purport to be appraisals or necessarily reflect the prices at which businesses or securities may actually be sold, which are inherently subject to uncertainty.

10. LIMITING CONDITIONS

In arriving at our Opinion, we have assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with us and have relied upon the assurances of RMH and RMH Property management that they are not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect.

We have not made any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of RMH, nor have we made any physical inspection of the properties or assets of RMH. We have not evaluated the solvency or fair value of RMH under any laws relating to bankruptcy, insolvency or similar matters. We have assumed, at the direction of RMH, that the RMH Unbundling will be completed

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in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the RMH Unbundling, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, will be imposed that would have an adverse effect on RMH or the contemplated benefits of the RMH Unbundling.

We express no view or opinion as to any terms or other aspects of the RMH Unbundling (other than the financial terms of the RMH Unbundling to the extent expressly specified herein), including, without limitation, the form or structure of the RMH Unbundling. We were not requested to, and we did not, participate in the negotiation of the terms of the RMH Unbundling, nor were we requested to, and we did not, provide any advice or services in connection with the RMH Unbundling other than the delivery of this Opinion. We express no view or opinion as to any such matters. Our Opinion is limited to the fairness and reasonableness, from a financial point of view, to Shareholders of the financial terms of the RMH Unbundling and no opinion or view is expressed with respect to any consideration received in connection with the RMH Unbundling by the holders of any class of securities, creditors or other constituencies of any party. In addition, no opinion or view is expressed with respect to the fairness or reasonableness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the RMH Unbundling, or class of such persons, relative to such consideration. Furthermore, no opinion or view is expressed as to the relative merits of the RMH Unbundling in comparison to other strategies or transactions that might be available to RMH or in which RMH might engage or as to the underlying business decision of RMH to proceed with or effect the RMH Unbundling. In addition, we express no opinion or recommendation as to how any shareholder should vote or act in connection with the RMH Unbundling or any related matter.

Our Opinion is necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to us as of, the date hereof. It should be understood that subsequent developments may affect this Opinion, and we do not have any obligation to update, revise, or reaffirm this Opinion. The credit, financial and stock markets have recently been experiencing unusual volatility and we express no opinion or view as to any potential effects of such volatility on RMH. The issuance of this Opinion was approved by our EMEA Fairness Opinion Review Committee.

We have furthermore assumed that all the RMH Unbundling Conditions Precedent, including any material regulatory and other approvals required in connection with the RMH Unbundling have been or will be fulfilled or waived (where capable of waiver).

11. OPINION

The rationale for the RMH Unbundling in relation to the business and prospects of RMH is set out in paragraph 2 of the Circular.

Based on the procedures performed, our valuation work and other considerations, we concluded that:

• The fundamental value attributable to Shareholders prior to the RMH Unbundling is between R71 billion and R92 billion on a marketable, minority basis. The most likely value is R81.8 billion, which approximates the midpoint of our value range.

• The fundamental value attributable to Shareholders post the RMH Unbundling is between R72 billion and R93 billion on a marketable, minority basis. The most likely value is R82.4 billion, which approximates the midpoint of our value range.

• We are of the opinion that the fundamental value attributable to Shareholders post the RMH Unbundling is not materially different to the fundamental value to Shareholders prior to the RMH Unbundling.

Based upon and subject to the foregoing, including the procedures performed and the various assumptions and limitations set forth herein, we are of the opinion on the date hereof that the terms of the RMH Unbundling are fair and reasonable, to Shareholders.

12. INDEPENDENCE, COMPETENCE AND FEES

We have acted as an independent professional expert to the RMH Independent Board, in terms of Regulation 90(1) of the Takeover Regulations, in connection with the RMH Unbundling solely to render this Opinion and will receive a fee of R500,000 excluding Value Added Tax for our services. In addition, RMH has agreed to reimburse our expenses and indemnify us against certain liabilities arising out of our engagement.

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We confirm that neither we nor any person related to us (as contemplated in the Companies Act) have a direct or indirect interest in the RMH Unbundling, nor have or have had within the immediately preceding two years, any relationship as contemplated in section 114(2)(b) of the Companies Act, and specifically declare, as required by Regulations 90(6)(i) and 90(3)(a) of the Takeover Regulations, that we are independent in relation to the RMH Unbundling and will reasonably be perceived to be independent. We also confirm that we have the necessary competence to provide this Opinion and meet the criteria set out in section 114(2)(a) of the Companies Act.

We and our affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of our businesses, we and our affiliates may invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of RMH or FirstRand and certain of their respective affiliates.

We and our affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to RMH and have received or in the future may receive compensation for the rendering of these services.

We also confirm that we have the necessary qualifications and competence to provide the Opinion on the RMH Unbundling. Furthermore, we confirm that our professional fees are not contingent upon the success of the RMH Unbundling.

13. MATERIAL INTERESTS OF DIRECTORS AND TRUSTEES

In accordance with sections 114(3)(e) and (f) of the Companies Act, we confirm that Directors’ interests in RMH are as follows:

Direct beneficial

Indirect beneficial

Held byassociates Total %

ExecutiveHL Bosman – – – – –Non-executiveJJ Durand – – – – –JP Burger – 1 234 000 - 1 234 000 0.09P Cooper 750 058 – 3 060 889 3 810 947 0.27SEN de Bruyn – – – – –LL Dippenaar – 75 096 576 232 868 75 329 444 5.34PK Harris – 7 000 000 – 7 000 000 0.50A Kekana – – – – –P Lagerström – – – – –MM Mahlare – – – – –MM Morobe – – – – –RT Mupita – – – – –O Phetwe – – – – –JA Teeger – 52 000 – 52 000 –DA Frankel – – – – –F Knoetze – – – – –UH Lucht – – – – –

Total 750 058 83 382 576 3 293 757 87 426 391 6.20

We understand that the RMH Unbundling has the same effect on such Directors that it has on the other Shareholders.

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14. THIRD-PARTY RIGHTS

This Opinion is provided to the Independent Board (in its capacity as such) in connection with and for the purposes of the RMH Unbundling for the sole purpose of assisting the Independent Board in forming and expressing an opinion for the benefit of the Shareholders. Therefore, this Opinion should not be regarded as suitable for use by any other party and shall not confer rights or remedies upon, any person other than the Independent Board. Fair and reasonable opinions do not purport to cater for individual shareholders but rather the general body of shareholders. Also, an individual shareholder’s decision may be influenced by such shareholder’s particular circumstances and, accordingly, a shareholder should consult an independent advisor if any doubts as to the merits or otherwise of the RMH Unbundling exist.

15. CONSENT

We hereby consent to the inclusion of this Opinion and the reference to this Opinion in the Circular to be issued to Shareholders in connection with the RMH Unbundling in the form and context in which it appears and in any required regulatory announcement or documentation. This Opinion shall not otherwise be disclosed, reproduced, disseminated, quoted, summarised or referred to at any time, in whole or in part, in any manner or for any purpose, nor shall any public references to BofA be made by RMH or any of its affiliates, without the prior consent of BofA.

Yours faithfully

Richard Gush

Managing Director

Merrill Lynch South (Pty) Ltd trading as BofA Securities

The Place, 1 Sandton DriveSandhurstJohannesburg2196

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ANNEXURE 2: EXTRACTS OF SECTIONS 115 AND 164 THE COMPANIES ACT

“SECTION 115: REQUIRED APPROVAL FOR TRANSACTIONS CONTEMPLATED IN PART A

(1) Despite section 65, and any provision of a company’s Memorandum of Incorporation, or any resolution adopted by its board or holders of its securities, to the contrary, a company may not dispose of, or give effect to an agreement or series of agreements to dispose of, all or the greater part of its assets or undertaking, implement an amalgamation or a merger, or implement a scheme of arrangement, unless:

(a) the disposal, amalgamation or merger, or scheme of arrangement:

(i) has been approved in terms of this section; or

(i) is pursuant to or contemplated in an approved business rescue plan for that company, in terms of Chapter 6; and

(b) to the extent that Parts B and C of this Chapter, and the Takeover Regulations apply to a company that proposes to:

(i) dispose of all or the greater part of its assets or undertaking;

(ii) amalgamate or merge with another company; or

(iii) implement a scheme of arrangement,

the Panel has issued a compliance certificate in respect of the transaction, in terms of section 119(4)(b),or exempted the transaction in terms of section 119(6).

(2) A proposed transaction contemplated in subsection (1) must be approved:

(a) by the Unbundling Resolution adopted by persons entitled to exercise voting rights on such a matter, at a meeting called for that purpose and at which sufficient persons are present to exercise, in aggregate, at least 25% of all of the voting rights that are entitled to be exercised on that matter, or any higher percentage as may be required by the company’s Memorandum of Incorporation, as contemplated in section 64(2); and

(b) by a special resolution, also adopted in the manner required by paragraph (a), by the shareholders of the company’s holding company if any, if:

(i) the holding company is a company or an external company;

(ii) the proposed transaction concerns a disposal of all or the greater part of the assets or undertaking of the subsidiary; and

(iii) having regard to the consolidated financial statements of the holding company, the disposal by the subsidiary constitutes a disposal of all or the greater part of the assets or undertaking of the holding company; and

(c) by the court, to the extent required in the circumstances and manner contemplated in subsections (3) to (6).

(3) Despite a resolution having been adopted as contemplated in subsections (2)(a) and (b), a company may not proceed to implement that resolution without the approval of a court if:

(a) the resolution was opposed by at least 15% of the voting rights that were exercised on that resolution and, within five business days after the vote, any person who voted against the resolution requires the company to seek court approval; or

(b) the court, on an application within 10 business days after the vote by any person who voted against the resolution, grants that person leave, in terms of subsection (6), to apply to a court for a review of the transaction in accordance with subsection (7).

(4) For the purposes of subsections (2) and (3), any voting rights controlled by an acquiring party, a person related to an acquiring party, or a person acting in concert with either of them, must not be included in calculating the percentage of voting rights:

(a) required to be present, or actually present, in determining whether the applicable quorum requirements are satisfied; or

(b) required to be voted in support of a resolution, or actually voted in support of the resolution.

(4A) In subsection (4), ‘act in concert’ has the meaning set out in section 117(1)(b).

(5) If a resolution requires approval by a court as contemplated in terms of subsection (3)(a), the company must either:

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(a) within 10 business days after the vote, apply to the court for approval, and bear the costs of that application; or

(b) treat the resolution as a nullity.

(6) On an application contemplated in subsection (3)(b), the court may grant leave only if it is satisfied that the applicant:

(a) is acting in good faith;

(b) appears prepared and able to sustain the proceedings; and

(c) has alleged facts which, if proved, would support an order in terms of subsection (7).

(7) On reviewing a resolution that is the subject of an application in terms of subsection (5)(a), or after granting leave in terms of subsection (6), the court may set aside the resolution only if:

(a) the resolution is manifestly unfair to any class of holders of the company’s securities; or

(b) the vote was materially tainted by conflict of interest, inadequate disclosure, failure to comply with the Act, the Memorandum of Incorporation or any applicable rules of the company, or other significant and material procedural irregularity.

(8) The holder of any voting rights in a company is entitled to seek relief in terms of section 164 if that person:

(a) notified the company in advance of the intention to oppose a special resolution contemplated in this section; and

(b) was present at the meeting and voted against that special resolution.

(9) If a transaction contemplated in this Part has been approved, any person to whom assets are, or an undertaking is, to be transferred, may apply to a court for an order to effect:

(a) the transfer of the whole or any part of the undertaking, assets and liabilities of a company contemplated in that transaction;

(b) the allotment and appropriation of any shares or similar interests to be allotted or appropriated as a consequence of the transaction;

(c) the transfer of shares from one person to another;

(d) the dissolution, without winding-up, of a company, as contemplated in the transaction;

(e) incidental, consequential and supplemental matters that are necessary for the effectiveness and completion of the transaction; or

(f) any other relief that may be necessary or appropriate to give effect to, and properly implement, the amalgamation or merger.”

“SECTION 164: DISSENTING SHAREHOLDERS APPRAISAL RIGHTS

(1) This section does not apply in any circumstances relating to a transaction, agreement or offer pursuant to a business rescue plan that was approved by shareholders of a company, in terms of section 152.

(2) If a company has given notice to shareholders of a meeting to consider adopting a resolution to:

(a) amend its Memorandum of Incorporation by altering the preferences, rights, limitations or other terms of any class of its shares in any manner materially adverse to the rights or interests of holders of that class of shares, as contemplated in section 37(8); or

(b) enter into a transaction contemplated in section 112, 113 or 114, that notice must include a statement informing shareholders of their rights under this section.

(3) At any time before a resolution referred to in subsection (2) is to be voted on, a dissenting shareholder may give the company a written notice objecting to the resolution.

(4) Within 10 business days after a company has adopted a resolution contemplated in this section, the company must send a notice that the resolution has been adopted to each shareholder who:

(a) gave the company a written notice of objection in terms of subsection (3); and

(b) has neither:

(i) withdrawn that notice; or

(ii) voted in support of the resolution.

(5) A shareholder may demand that the company pay the shareholder the fair value for all of the shares of the company held by that person if:

(a) the shareholder:

(i) sent the company a notice of objection, subject to subsection (6); and

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(ii) in the case of an amendment to the company’s Memorandum of Incorporation, holds shares of a class that is materially and adversely affected by the amendment;

(b) the company has adopted the resolution contemplated in subsection (2); and

(c) the shareholder:

(i) voted against that resolution; and

(ii) has complied with all of the procedural requirements of this section.

(6) The requirement of subsection (5)(a)(i) does not apply if the company failed to give notice of the meeting, or failed to include in that notice a statement of the shareholders rights under this section.

(7) A shareholder who satisfies the requirements of subsection (5) may make a demand contemplated in that subsection by delivering a written notice to the company within:

(a) 20 business days after receiving a notice under subsection (4); or

(b) if the shareholder does not receive a notice under subsection (4), within 20 business days after learning that the resolution has been adopted.

(8) A demand delivered in terms of subsections (5) to (7) must also be delivered to the Panel, and must state:

(a) the shareholder’s name and address;

(b) the number and class of shares in respect of which the shareholder seeks payment; and

(c) a demand for payment of the fair value of those shares.

(9) A shareholder who has sent a demand in terms of subsections (5) to (8) has no further rights in respect of those shares, other than to be paid their fair value, unless:

(a) the shareholder withdraws that demand before the company makes an offer under subsection (11), or allows an offer made by the company to lapse, as contemplated in subsection (12)(b);

(b) the company fails to make an offer in accordance with subsection (11) and the shareholder withdraws the demand; or

(c) the company, by a subsequent special resolution, revokes the adopted resolution that gave rise to the shareholder’s rights under this section.

(10) If any of the events contemplated in subsection (9) occur, all of the shareholder’s rights in respect of the shares are reinstated without interruption.

(11) Within five business days after the later of:

(a) the day on which the action approved by the resolution is effective;

(b) the last day for the receipt of demands in terms of subsection (7)(a); or

(c) the day the company received a demand as contemplated in subsection (7)(b), if applicable, the company must send to each shareholder who has sent such a demand a written offer to pay an amount considered by the company’s directors to be the fair value of the relevant shares, subject to subsection (16), accompanied by a statement showing how that value was determined.

(12) Every offer made under subsection (11):

(a) in respect of shares of the same class or series must be on the same terms; and

(b) lapses if it has not been accepted within 30 business days after it was made.

(13) If a shareholder accepts an offer made under subsection (12):

(a) the shareholder must either in the case of:

(i) shares evidenced by certificates, tender the relevant share certificates to the company or the company’s transfer agent; or

(ii) uncertificated shares, take the steps required in terms of section 53 to direct the transfer of those shares to the company or the company’s transfer agent; and

(b) the company must pay that shareholder the agreed amount within 10 business days after the shareholder accepted the offer and:

(i) tendered the share certificates; or

(ii) directed the transfer to the company of uncertificated shares.

(14) A shareholder who has made a demand in terms of subsections (5) to (8) may apply to a court to determine a fair value in respect of the shares that were the subject of that demand, and an order requiring the company to pay the shareholder the fair value so determined, if the company has:

(a) failed to make an offer under subsection (11); or

(b) made an offer that the shareholder considers to be inadequate, and that offer has not lapsed.

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(15) On an application to the court under subsection (14):

(a) all dissenting shareholders who have not accepted an offer from the company as at the date of the application must be joined as parties and are bound by the decision of the court;

(b) the company must notify each affected dissenting shareholder of the date, place and consequences of the application and of their right to participate in the court proceedings; and

(c) the court:

(i) may determine whether any other person is a dissenting shareholder who should be joined as a party;

(ii) must determine a fair value in respect of the shares of all dissenting shareholders, subject to subsection (16);

(iii) in its discretion may:

(aa) appoint one or more appraisers to assist it in determining the fair value in respect of the shares; or

(bb) allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action approved by the resolution is effective, until the date of payment;

(iv) may make an appropriate order of costs, having regard to any offer made by the company, and the final determination of the fair value by the court; and

(v) must make an order requiring:

(aa) the dissenting shareholders to either withdraw their respective demands or to comply with subsection (13)(a); and

(bb) the company to pay the fair value in respect of their shares to each dissenting shareholder who complies with subsection (13)(a), subject to any conditions the court considers necessary to ensure that the company fulfils its obligations under this section.

(15A) At any time before the court has made an order contemplated in subsection (15)(c)(v), a dissenting shareholder may accept the offer made by the company in terms of subsection (11), in which case:

(a) that shareholder must comply with the requirements of subsection 13(a); and

(b) the company must comply with the requirements of subsection 13(b).

(16) The fair value in respect of any shares must be determined as at the date on which, and time immediately before, the company adopted the resolution that gave rise to a shareholder’s rights under this section.

(17) If there are reasonable grounds to believe that compliance by a company with subsection (13)(b), or with a court order in terms of subsection (15)(c)(v)(bb), would result in the company being unable to pays its debts as they fall due and payable for the ensuing 12 months:

(a) the company may apply to a court for an order varying the company’s obligations in terms of the relevant subsection; and

(b) the court may make an order that:

(i) is just and equitable, having regard to the financial circumstances of the company; and

(ii) ensures that the person to whom the company owes money in terms of this section is paid at the earliest possible date compatible with the company satisfying its other financial obligations as they fall due and payable.

(18) If the resolution that gave rise to a shareholder’s rights under this section authorised the company to amalgamate or merge with one or more other companies, such that the company whose shares are the subject of a demand in terms of this section has ceased to exist, the obligations of that company under this section are obligations of the successor to that company resulting from the amalgamation or merger.

(19) For greater certainty, the making of a demand, tendering of shares and payment by a company to a shareholder in terms of this section do not constitute a distribution by the company, or an acquisition of its shares by the company within the meaning of section 48, and therefore are not subject to:

(a) the provisions of that section; or

(b) the application by the company of the solvency and liquidity test set out in section 4.

(20) Except to the extent:

(a) expressly provided in this section; or

(b) that the Panel rules otherwise in a particular case, a payment by a company to a shareholder in terms of this section does not obligate any person to make a comparable offer under section 125 to any other person.”

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ANNEXURE 3: INFORMATION FOR FOREIGN SHAREHOLDERS

DISTRIBUTIONS TO FOREIGN SHAREHOLDERS

The distribution of FirstRand Distribution Shares to Foreign Shareholders, in terms of the RMH Unbundling, may be affected by the laws of such Foreign Shareholders’ relevant jurisdiction. Those Foreign Shareholders should consult their professional advisors as to whether they require any governmental or other consents or need to observe any other formalities to enable them to take up their rights.

This section sets out the restrictions applicable to Shareholders who have registered addresses outside South Africa or the US, who are nationals, citizens or residents of countries other than South Africa or the US, or who are persons (including, without limitation, custodians, nominees and trustees) who have a contractual or legal obligation to forward this document to a jurisdiction outside South Africa or the US or who hold ordinary shares for the account or benefit of any such Foreign Shareholder.

It is the responsibility of any Foreign Shareholder (including, without limitation, nominees, agents and trustees for such persons) receiving this Circular and wishing to take up their entitlement to unbundled FirstRand Distribution Shares to satisfy themselves as to full observance of the applicable laws of any relevant territory, including obtaining any requisite governmental or other consents, observing any other requisite formalities and paying any issue, transfer or other taxes due in such territories. Foreign Shareholders are obliged to observe the applicable legal requirements of their relevant jurisdictions.

Accordingly, persons (including, without limitation, nominees, agents and trustees) receiving a copy of this Circular should not distribute or send the same to any person in, or citizen or resident of, or otherwise into any jurisdiction where to do so would or might contravene local securities laws or regulations. Any person who does distribute this Circular into any such territory (whether under a contractual or legal obligation or otherwise) should draw the recipient’s attention to the contents of this annexure.

FirstRand reserves the right, but shall not be obliged, to treat as invalid any distribution of the FirstRand Distribution Shares, in terms of the RMH Unbundling, which appears to RMH or its agents to have been executed, effected or dispatched in a manner which may involve a breach of the securities laws or regulations of any jurisdiction or if RMH believes or its agents believe that the same may violate applicable legal or regulatory requirements.

A Foreign Excluded Shareholder includes any Foreign Shareholder who is unable to receive any of the FirstRand Shares to be distributed to him because of the laws of the jurisdiction of that Shareholder, or any Foreign Shareholder that RMH is not permitted to distribute any of the FirstRand Distribution Shares to because of the laws of the jurisdiction of that Shareholder. CSDPs will be responsible for informing the Transfer Secretaries of all Dematerialised Shares held by them on behalf of such Foreign Excluded Shareholders. The Transfer Secretaries will determine which certificated Foreign Shareholders are such Foreign Excluded Shareholders.

Foreign Excluded Shareholders will, in respect of their shareholdings, receive the average cash value of the relevant FirstRand Share(s) (net of costs) valued at the date on which the relevant FirstRand Shares were disposed of. Accordingly, Foreign Excluded Shareholders will, in respect of their entitlement to the FirstRand Distribution Shares, receive the average consideration per unbundled RMH Distribution Share (net of transaction and currency conversion costs) received by the Transfer Secretaries pursuant to the sale process as set out in the preceding paragraph. The average consideration per RMH Distribution Share due to each Foreign Excluded Shareholder will only be paid once all such unbundled FirstRand Shares have been disposed of.

FOREIGN SHAREHOLDERS LOCATED IN THE US

This Circular is not an offer of securities for sale in the US. The FirstRand Distribution Shares have not been and will not be registered under the US Securities Act, or with any regulatory authority of any state or other jurisdiction in the US and may not be offered, sold, exercised, transferred or delivered, directly or indirectly, in or into the US at any time except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and applicable state and other securities laws of the US.

The FirstRand Distribution Shares have not been and will not be listed on a US securities exchange or quoted on any inter-dealer quotation system in the US. Neither RMH nor FirstRand intends to take any action to facilitate a market in FirstRand Distribution Shares in the US. Consequently, it is unlikely that an active trading market in the US will develop for the FirstRand Distribution Shares.

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The FirstRand Distribution Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the US or any other regulatory authority in the US, nor have any of the foregoing authorities passed comment upon, or endorsed the merit of, the RMH Unbundling or the accuracy or the adequacy of this Circular. Any representation to the contrary is a criminal offence in the US.

The FirstRand Distribution Shares are expected to be distributed to Shareholders by way of an unbundling constituting a transaction meeting the conditions of Staff Legal Bulletin No. 4 of the staff of the US Securities and Exchange Commission for “spin-off” transactions. All Foreign Shareholders located in the US are eligible to vote on the resolutions to be proposed at the General Meeting and subsequently, if the RMH Unbundling is implemented, to receive the FirstRand Distribution Shares.

None of the FirstRand Distribution Shares have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or any other US regulatory authority, nor have any of the foregoing authorities passed upon or determined the adequacy or accuracy of the information contained in this Circular. Any representation to the contrary is a criminal offence in the US.

NOTICE TO FOREIGN SHAREHOLDERS LOCATED IN THE EUROPEAN ECONOMIC AREA (“EEA”) AND THE UK

This Circular is not a prospectus, as such term is defined in the Prospectus Regulation (EU) 2017/1129, on the basis that the FirstRand Distribution Shares are not being admitted to trading on a regulated market situated or operating within the EEA or the UK, nor is there an offer to the public of the FirstRand Distribution Shares in any member state of the EEA or in the UK. Accordingly, any person making or intending to make any offer for FirstRand Distribution Shares should only do so in circumstances in which no obligation arises for RMH or FirstRand to produce a prospectus for such offer. Neither RMH nor FirstRand has authorised the making of any offer of FirstRand Distribution Shares through any financial intermediary.

NOTICE TO FOREIGN SHAREHOLDERS LOCATED IN AUSTRALIA

The RMH Unbundling is not regulated by the fundraising provisions of the Australian Corporations Act 2001 (Cth). Accordingly, this Circular is not a prospectus and has not been lodged with or reviewed by the Australian Securities and Investments Commission.

The FirstRand Distribution Shares have not been and will not be quoted on ASX Limited or any other Australian securities exchange. Neither RMH nor FirstRand intends to take any action to facilitate a market in FirstRand Distribution Shares in Australia. Consequently, it is unlikely that an active trading market in Australia will develop for the FirstRand Distribution Shares.

NOTICE TO FOREIGN SHAREHOLDERS LOCATED IN JAPAN

This Circular does not and will not constitute or form part of, or be construed as, an offer, invitation or recommendation to purchase, sell or subscribe for any securities in Japan or solicitation of any offer to purchase, sell or subscribe for any securities in Japan. The FirstRand Distribution Shares have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948 of Japan, as amended).

NOTICE TO FOREIGN SHAREHOLDERS LOCATED IN CANADA

This Circular does not constitute an offer for the sale or distribution of any FirstRand Distribution Shares in Canada and the FirstRand Distribution Shares will only be sold or distributed in Canada in accordance with the prospectus requirements of Canadian securities laws or an exemption from the applicable prospectus requirements. RMH has applied to the Ontario Securities Commission for an exemption from having to comply with the prospectus requirement of section 53 of the Securities Act (Ontario) in connection with the RMH Unbundling in Ontario and other relevant Canadian provinces (in accordance with section 4.7(1) of Multilateral Instrument 11-102 Passport System.) Provided such exemption is obtained, Shareholders who are resident in Canada will be entitled to participate in the RMH Unbundling and have the FirstRand Distribution Shares distributed to them. If not obtained, Canadian shareholders will be considered to be Foreign Excluded Shareholders (and the FirstRand Distribution Shares distributed to them will be treated as set out above). Final confirmation of whether such exemption has been obtained will be included in the finalisation announcement to be released in SENS in relation to the RMH Unbundling, and Canadian Shareholders should take cognisance thereof.

Any FirstRand Distribution Shares distributed to Shareholders resident in Canada will be subject to applicable resale restrictions under applicable Canadian securities laws and such FirstRand Distribution Shares shall not be sold otherwise than in accordance with such applicable resale restrictions.

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ANNEXURE 4: TAXATION CONSIDERATIONS FOR THE RMH UNBUNDLING

The summary below is a general guide and is not intended to constitute a complete analysis of the taxation consequences of the RMH Unbundling provisions in terms of South African taxation law. It is not intended to be, nor should it be considered as legal or taxation advice. RMH and its advisors cannot be held responsible for the taxation consequences of the RMH Unbundling and therefore, Shareholders are advised to consult their own taxation advisors in this regard.

The RMH Unbundling will constitute a disposal by RMH of its FirstRand Shares to the ordinary Shareholders. The disposal will be effected utilising the tax concessions provided for in section 46 of the Income Tax Act.

The concessions provided for in section 46 are outlined below:

1. DISPOSAL OF FIRSTRAND SHARES BY RMH

The distribution of the FirstRand Distribution Shares by RMH, in terms of the RMH Unbundling, will be disregarded by RMH in determining its taxable income or assessed loss in the tax year that the RMH Unbundling takes place. This means that RMH will not be subject to tax on the disposal of the FirstRand Shares in terms of the RMH Unbundling. On the basis that RMH holds the FirstRand Shares as capital assets, the RMH Unbundling should not attract CGT.

2. SHARES HELD AS TRADING STOCK

Any Shareholder holding Shares as trading stock will be deemed to acquire the unbundled FirstRand Distribution Shares as trading stock. The Shareholder must allocate a portion of the expenditure in respect of and market value of the Shares to the FirstRand Shares and reduce the expenditure in respect of and market value of the Shares. The Shareholder will be deemed to have incurred the expenditure allocated to the FirstRand Shares on the same date that it was incurred in respect of the Shares.

The expenditure to be allocated to the unbundled FirstRand Shares will be determined by applying the ratio that the market value of FirstRand Shares, as at the end of the day after the distribution, bears to the sum of the market value, at the end of that day, of the FirstRand Shares and the Shares.

RMH will advise Shareholders of the specified ratio at which expenditure must be allocated by way of an announcement to be released on SENS on or about Thursday, 25 June 2020. The allocated expenditure must be used in the determination of any profits or losses derived on any future disposals of the unbundled Shares or FirstRand Shares.

3. SHARES HELD AS CAPITAL ASSETS

Any Shareholder holding Shares as capital assets will be deemed to acquire the FirstRand Distribution Shares as capital assets. The Shareholder must allocate a portion of the original expenditure incurred in respect of the Shares, and which forms part of the base cost of the Shares as contemplated in paragraph 20 of the Eighth Schedule to the Income Tax Act, and (where applicable) the CGT valuation of the Shares, as contemplated in paragraph 29 of the Eighth Schedule to the Income Tax Act to the FirstRand Shares.

4. SECURITIES TRANSFER TAX

The distribution of the unbundled FirstRand Shares to ordinary Shareholders will be exempt from the payment of any STT.

5. DIVIDENDS TAX AND RETURNS OF CAPITAL

In terms of sections 46(5) and 46(5A) of the Income Tax Act, the distribution of the FirstRand Shares must be disregarded for Dividends Tax purposes and must also not be treated as a return of capital for the purposes of paragraph 76B of the Eighth Schedule to the Income Tax Act.

6. EXEMPT PERSONS

The provisions of section 46 of the Income Tax Act will not apply to any RMH Unbundling of the unbundled FirstRand Shares to a Shareholder who is not a resident, the Government, provincial administration or a municipality, a Public Benefit Organisation (as defined in section 30 of the Income Tax Act), a recreational club (as defined in section 30A of the Income Tax Act), a company or trust contemplated in section 37A of the Income Tax Act, a fund contemplated in section 10(1)(d)(i) or (ii) of the Income Tax Act or a person contemplated in section 10(1)(cA) or (t) of the Income Tax Act who either alone or together with any connected person in relation to it, immediately after the RMH Unbundling, holds at least 20% of the ordinary issued share capital of FirstRand.

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7. NON-RESIDENT SHAREHOLDERS

Shareholders who are non-resident for tax purposes in South Africa are advised to consult their own professional tax advisors regarding the tax treatment of the RMH Unbundling in their respective jurisdictions, having regard to the tax laws in their jurisdiction and any applicable tax treaties between South Africa and their country of residence.

8. APPRAISAL RIGHTS

South African resident Shareholders who do not elect to exercise their Appraisal Rights and who receive FirstRand Shares pursuant to the RMH Unbundling will not be liable for any tax (including Dividends Tax and Securities Transfer Tax) in respect of the FirstRand Shares distributed to them. South African resident Shareholders who elect to exercise their appraisal rights and, as a result, receive the fair value of the FirstRand Shares, will be treated as having received a dividend from RMH. Depending on where they are resident for tax purposes and whether they are exempt from tax in terms of the Income Tax Act, the Shareholders will be liable for Dividends Tax in respect of the fair value payment received from RMH.

9. CERTAIN US FEDERAL INCOME TAX CONSIDERATIONS FOR US SHAREHOLDERS

The following discussion describes certain US federal income tax consequences of the RMH Unbundling to RMH’s US shareholders. This discussion does not describe the tax consequences of the ownership and disposition of FirstRand Shares received in the RMH Unbundling, nor does it address the tax consequences of the continuing ownership and possible disposition of Shares following the RMH Unbundling.

US shareholders should note that RMH has not analysed, and has not sought any advice to determine (i) whether RMH is or was a “passive foreign investment company” (“PFIC”) for US federal income tax purposes for the current or any prior taxable year, (ii) whether the RMH Unbundling could cause RMH to become a PFIC for the current or any future taxable year as a result of RMH’s expected focus solely on its property business and (iii) the PFIC status of FirstRand for the current or any future taxable year. If either RMH or FirstRand is a PFIC for any taxable year during which a US shareholder owns the relevant shares, such US Shareholder generally will be subject to adverse tax consequences. For example, the US Shareholder will generally be subject to increased tax liability on the disposition of, and receipt of certain distributions on, the relevant shares (possibly including the distribution of FirstRand Shares pursuant to the RMH Unbundling, if RMH is a PFIC or is treated as a PFIC with respect to such shareholder). In addition, the US RMH shareholder will be subject to reporting requirements with respect to the PFIC. US Shareholders should consult their tax advisors regarding RMH and FirstRand’s PFIC status (in the case of RMH, taking into account the effect of the RMH Unbundling), the consequences of owning shares in a PFIC and the availability of any election under the PFIC rules.

In addition, this discussion does not describe specific tax consequences that may be relevant to a US shareholder in light of the shareholder’s particular circumstances or differing tax consequences applicable to US Shareholders subject to special rules. Moreover, this discussion does not address any aspect of state, local or non-US. taxation, or any US federal tax considerations other than income taxation.

The distribution of the FirstRand Shares (including fractional shares bundled for purposes of their sales for the benefit of Shareholders) pursuant to the RMH Unbundling will be taxable to RMH’s US shareholders to the extent of RMH’s current or accumulated earnings and profit, as determined under US federal income tax principles. Because RMH does not maintain calculations of its earnings and profits under US federal income tax principles, it is expected that the entire distribution will be reported as a taxable dividend. The amount of the dividend will equal the fair market value of the FirstRand Shares received and the FirstRand fractional shares allocable to the shareholder, determined in US dollars as of the date of the distribution. A US Shareholder’s basis in the FirstRand Shares received (including any fractional FirstRand Share allocable to such shareholder) will be equal to the fair market value of the shares on the date of distribution. US shareholders should consult their tax advisors as to the amount of any short-term capital gain or loss that may be recognized with respect to the receipt of proceeds from the sale of fractional FirstRand Shares pursuant to the RMH Unbundling (in addition to the dividend income recognized with respect to such fractional shares as described above). Any dividend income will be foreign-source. US Shareholders will not be eligible for the dividends-received deduction generally available to US corporations under the Internal Revenue Code of 1986, as amended. Non-corporate US Shareholders should consult their tax advisors as to whether any dividend income is eligible for the favourable rate applicable to “qualified dividend income” in general and in their particular circumstances. Non-US corporate shareholders should note, however, that the favourable rate will not apply if RMH is a PFIC (or is treated as a PFIC with respect to the US Shareholder) for RMH’s taxable year in which the FirstRand Shares are distributed or the preceding taxable year.

The discussion above is general in nature and does not constitute tax advice. Accordingly, US Shareholders are urged to consult their tax advisors concerning the US federal, state and local, and non-US Shareholders tax consequences of the RMH Unbundling and the receipt, ownership and disposition of FirstRand Shares in their particular circumstances.

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ANNEXURE 5: EXCHANGE CONTROL CONSIDERATIONS FOR THE RMH UNBUNDLING

1. EXCHANGE CONTROL

The unbundled FirstRand Distribution Shares are not freely transferable from the CMA and must be dealt with in terms of the Exchange Control Regulations. The following is a summary of the Exchange Control Regulations, is not comprehensive and is intended as a guide only. In the event that Shareholders have any doubts in respect of their obligations in terms of the Exchange Control Regulations, they should consult their professional advisors without delay. This summary is based on the Exchange Control Regulations as at date hereof and may be impacted by any subsequent changes to such Regulations.

1.1 Emigrants from the CMA

The unbundled FirstRand Distribution Shares received by the Shareholders who are emigrants from the CMA and whose registered address is outside the CMA will:

1.1.1 in the case of Dematerialised Shareholders be credited to their blocked share accounts at the CSDP to the order of the Authorised Dealer under whose administration the emigrant’s remaining assets are held; or

1.1.2 in the case of Certificated Shareholders whose documents of title have been restrictively endorsed under the Exchange Control Regulations, be endorsed ‘non-resident’ and will be sent to the Authorised Dealer under whose administration the emigrant’s remaining assets are held.

The CSDP or Broker will ensure that all requirements of the Exchange Control Regulations are adhered to in respect of their clients falling into this category of investor, whether shares are held in Dematerialised or certificated form.

1.2 All other non-residents of the CMA

The unbundled FirstRand Distribution Shares received by Shareholders who are non-residents of the CMA and who have never resided in the CMA and whose registered address is outside the CMA will:

1.2.1 in the case of Dematerialised Shareholders be credited to their share accounts at the CSDP controlling their portfolios; or

1.2.2 in the case of a certificated Shareholder whose documents of title have been restrictively endorsed under the Exchange Control Regulations, be deposited with an Authorised Dealer nominated by such Shareholder. It will be incumbent on the Shareholder concerned to nominate the Authorised Dealer and to instruct the nominated authorised dealer as to the disposal of the relevant shares. If the information regarding the Authorised Dealer is not given, the unbundled FirstRand Shares will be held in trust for the Shareholder concerned pending the receipt of the necessary information or instruction.

The CSDP or Broker will ensure that all requirements of the Exchange Control Regulations are adhered to in respect of their clients falling into this category of investor, whether shares are held in Dematerialised or certificated form.

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ANNEXURE 6: PRO FORMA FINANCIAL INFORMATION

The pro forma financial information is the responsibility of the Directors and has been prepared for illustrative purposes only to provide information about how the RMH Unbundling may have affected RMH’s condensed consolidated unaudited interim results for the six-months ended 31 December 2019 and because of its nature, may not give a fair presentation of the RMH financial position, changes in equity, results of operations or cash flows after the RMH Unbundling on RMH’s results of operations.

The pro forma financial information has been prepared in a manner consistent in all respects with IFRS, the accounting policies adopted by RMH as at 31 December 2019 and the Revised SAICA Guide on Pro Forma Financial Information and the Listings Requirements.

PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT

The pro forma Condensed Consolidated Income Statement for the six-months ended 31 December 2019 has been prepared to show the impact of the RMH Unbundling as if the RMH Unbundling was effective 1 July 2019.

R million

Before the RMH

Unbundling1

Pre-Unbundling Restructure2

RMH Unbundling3

RMH Unbundling

Costs4

After the RMH

Unbundling

Investment income 12 – – – 12Share of after-tax profit of associates 5 016 (145) (4 597) – 274

Revenue 5 028 (145) (4 597) – 286Fee income 3 – – – 3Net fair value (loss)/gain on financial assets and liabilities (134) 187 – – 53Profit on sale of FirstRand Disposal Shares/RMH Unbundling – 722 21 395 – 22 117Net impairment losses on financial assets (131) – – – (131)

Net income 4 766 764 16 798 – 22 328Administration expenses (63) – – (70) (133)

Income from operations 4 703 764 16 798 (70) 22 195Finance costs (139) 139 – – –

Profit before tax 4 564 903 16 798 (70) 22 195Income tax expense 2 16 – –  18

PROFIT FOR THE PERIOD 4 566 919 16 798 (70) 22 213

Attributable to:Equity holders of the company 4 566 919 16 798 (70) 22 213

PROFIT FOR THE PERIOD 4 566 919 16 798 (70) 22 213

Weighted average shares in issue (millions) 1 411.7 1 411.7Earnings per share (cents) 323.4 1 573.5

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COMPUTATION OF HEADLINE EARNINGS

R million

Before the RMH

Unbundling1

RMH Pre-Unbundling Restructure2

RMH Unbundling3

RMH Unbundling

Costs4

After the RMH

Unbundling

Earnings attributable to equity holders 4 566 919 16 798 (70) 22 213Adjusted for:RMH's share of adjustments made by FirstRand:

Loss on disposal of property and equipment 2 – – – 2Tax effects of adjustments (1) – – – (1)RMH's share of adjustments made by RMH Property associates –Fair value movement on investment properties (135) – – – (135)Impairment of associates 131 – – – 131

RMH's own adjustments:Loss on deemed sale of associate due to change in effective shareholding 20 – (20) – –Profit on sale of FirstRand Disposal Shares/RMH Unbundling – (722) (21 395) – (22 117)

HEADLINE EARNINGS ATTRIBUTABLE TO EQUITY HOLDERS 4 583 197 (4 617) (70) 93

Headline earnings per share (cents) 324.6 6.6

Notes:1 Extracted from the condensed unaudited interim financial results of RMH for the

six-months ended 31 December 2019

2 Represents the impact of the RMH Pre-Unbundling Restructure as follows:– Reversal of share of after tax earnings from FirstRand recognised within the results

of RMH for the six-months ended 31 December 2019 relating to the FirstRand Disposal Shares

(145)

– Once-off profit on sale of the FirstRand Disposal Shares 722– Net fair value (loss)/gain on financial assets and liabilities 187– Interest saving at an average rate of 7.6% pa following the settlement of the Third-

Party Debt utilising the proceeds from the sale of the FirstRand Disposal Shares and the FirstRand Dividend

– No adjustment for interest on the cash float, which will be utilised to fund guaranteed facilities of RMH Property and the proceeds on the cash retained to service ongoing operating expenses

139

– Reversal of deferred tax liability following the unwind of derivative financial assets 16

919

3 Represents the impact of the RMH Unbundling as follows:– Reversal of share of after tax earnings from FirstRand recognised within the results

of RMH for the six-months ended 31 December 2019 relating to the RMH Unbundling(4 597)

– Once-off profit on the RMH Unbundling based on a FirstRand Share price of R36.93 21 395

16 798

4 Once-off RMH Unbundling Costs are estimated as follows:Transaction and restructuring costs (36)Management Services Fee (refer to paragraph 14.5.1 of this Circular) (21)Participants’ SARS Value (refer to paragraph 14.5.2 of this Circular) (13)

RMH Unbundling Costs (refer to paragraph 23 of the Circular) (70)

5 All pro forma adjustments are of an on-going nature except where otherwise noted

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PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

The pro forma Condensed Consolidated Statement of Financial Position as at 31 December 2019 has been prepared to show the impact of the RMH Unbundling as if the RMH Unbundling was effective 31 December 2019.

R million

Before the RMH

Unbundling1

RMH Pre-Unbundling Restructure2

RMH Unbundling3

RMH Unbundling

costs4

After the RMH

Unbundling

ASSETSCash and cash equivalents 61 1 6052 – (70) 1 5965

Loans and receivables 796 – – – 796Investment securities 167 (167)d – – –Taxation receivable 6 – – – 6Derivative financial instruments 77 (77)c – – –Investments in associates 53 803 (4 356)a,b (46 869) – 2 578Non-current asset held for sale 28 – – – 28

TOTAL ASSETS 54 938 (2 995) (46 869) (70) 5 004

EQUITY –Share capital and premium 8 825 – (4 611) 4 214 Reserves 42 074 925b,c,d (42 258) (70) 671

TOTAL EQUITY 50 899 925 (46 869) (70) 4 885LIABILITIESTrade and other payables Provisions 914 (837)f – – 77--Financial liabilities 2 940 (2 940)e – – –Derivative financial instruments 127 (127)c – – –Long-term liabilities 42 – – – 42Deferred tax liability 16 (16)c – – –

TOTAL LIABILITIES 4 039 (3 920) – – 119

TOTAL EQUITY AND LIABILITIES 54 938 (2 995) (46 869) (70) 5 004

Shares in issue (millions) 1 411.7 – – – 1 411.7NAV per share (cents) 3 604.7 346.0

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Notes:1 Extracted from the condensed unaudited interim financial results of RMH for the

six-months ended 31 December 2019

2 Represents the impact of the RMH Pre-Unbundling Restructure The RMH Pre-Unbundling Restructure incorporates the following:(a) Retention of the FirstRand Dividend 2 789(b) Sale of FirstRand Disposal Shares at a weighted average price of R39.17 per

FirstRand Share2 289

– Carrying value 1 567– Profit on disposal 722

(c) Unwind of the derivative financial instruments, also resulting in the release of the deferred tax liability of R16 million

185

– Derivative assets 77– Derivative liabilities (127)– Profit on unwind of derivative instruments 235

(d) Sale of 5 405 625 RMI shares at a VWAP of R21.94 per RMI share between 1 April 2020 and 9 April 2020

119

– Carrying value 167– Loss on disposal (48)

(e) Settlement of financial liabilities (2 940)(f) Settlement of accounts payable (837)

Net cash increase 1 605

3 Represents the impact of the RMH Unbundling as follows:– The RMH Unbundling is assumed to be effected through a combination of

distribution of retained earnings and a return of capital and recorded at fair value

– The profit recognised on the RMH Unbundling is off-set by the increased value of the dividend declaration. The value distributed translates into R16.78 per RMH Share

– Reversal of the investment in FirstRand recognised within the results of RMH as at 31 December 2019 distributed as a dividend in specie in terms of section 46 of the Income Tax Act

46 869

4 Once-off RMH Unbundling Costs are estimated as follows:Transaction and restructuring costs (refer to paragraph 23 of this Circular) (36)Management Services Fee (refer to paragraph 14.5.1 of this Circular) (21)Participants’ SARS Value (refer to paragraph 14.5.2 of this Circular) (13)

RMH Unbundling Costs (refer to paragraph 23 of this Circular) (70)

5 The breakdown of the cash and cash equivalents retained is as follows:– Settlement of facilities for which RMH has provided guarantees on behalf of RMH

Property639

– Cash and cash equivalents retained 957

Cash retained for settlement of trade payables and long-term liabilities 119Cash effect of sale of investment securities and unwind of derivative positions used to settle debt and invest in Atterbury Europe

312

Cash retained for investment to settle ongoing costs 526

1 596

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ANNEXURE 7: INDEPENDENT REPORTING ACCOUNTANTS REPORT ON THE PRO FORMA FINANCIAL INFORMATION

To the Directors of RMB Holdings Limited

REPORT ON THE ASSURANCE ENGAGEMENT ON THE COMPILATION OF PRO FORMA FINANCIAL INFORMATION INCLUDED IN A CIRCULAR

We have completed our assurance engagement to report on the compilation of the pro forma financial information of RMB Holdings Limited (the “Company”) by the directors in the Circular to Shareholders to be dated on or about 30 April 2020.

The pro forma financial information, as set out in paragraph 7 and Annexure 6 of the Circular, consist of the pro forma financial effects, the pro forma Condensed Consolidated Income Statement for the six months ended 31 December 2019, the pro forma Condensed Consolidated Statement of Financial Position as at 31 December 2019 and the related notes. The applicable criteria on the basis of which the directors have compiled the pro forma financial information are specified in the JSE Limited (“JSE”) Listings Requirements and described in Annexure 6 of the Circular.

The pro forma financial information has been compiled by the directors to illustrate the impact of the of the unbundling of the Company’s 34.1% interest in FirstRand Limited (“FirstRand”), net of FirstRand shares sold (the “RMH Unbundling”) further to the restructuring of the Company’s investment portfolio (the “Pre-transaction Restructure”). As part of this process, information about the Company’s financial position and financial performance has been extracted by the directors from the Company’s condensed interim financial results announcement for the six month period ended 31 December 2019, which is unaudited.

Directors’ responsibility

The directors of the Company are responsible for compiling the pro forma financial information on the basis of the applicable criteria specified in the JSE Listings Requirements and described in Annexure 6 to the Circular.

Our independence and quality control

We have complied with the independence and other ethical requirements of the Code of Professional Conduct for Registered Auditors, issued by the Independent Regulatory Board for Auditors’ (“IRBA Code”), which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour. The IRBA Code is consistent with the corresponding sections of the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards).

The firm applies International Standard on Quality Control 1 and, accordingly, maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Reporting accountant’s responsibility

Our responsibility is to express an opinion about whether the pro forma financial information has been compiled, in all material respects, by the directors on the basis of the applicable criteria specified in the JSE Listings Requirements and described in Annexure 6 of the Circular based on our procedures performed.

We conducted our engagement in accordance with the International Standard on Assurance Engagements (“ISAE”) 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus issued by the International Auditing and Assurance Standards Board. This standard requires that we plan and perform our procedures to obtain reasonable assurance about whether the pro forma financial information has been compiled, in all material respects, on the basis specified in the JSE Listings Requirements.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the pro forma financial information.

The purpose of pro forma financial information is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the company as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the event or transaction would have been as presented.

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A reasonable assurance engagement to report on whether the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the directors in the compilation of the pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

– The related pro forma adjustments give appropriate effect to those criteria; and

– The pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on our judgment, having regard to our understanding of the nature of the Company, the event or transaction in respect of which the pro forma financial information has been compiled, and other relevant engagement circumstances.

Our engagement also involves evaluating the overall presentation of the pro forma financial information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the pro forma financial information has been compiled, in all material respects, on the basis of the applicable criteria specified by the JSE Listings Requirements and described in Annexure 6 to the Circular.

PricewaterhouseCoopers Inc. Director: J GrosskopfRegistered Auditor Waterfall City

23 April 2020

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ANNEXURE 8: RMH RISK FACTORS

1. GENERAL

In addition to the information included in this Circular and the risks set out in this Annexure 8, Shareholders should also carefully consider the risks described on pages 74 to 75 and in note 9 on pages 104 to 109 of the RMH integrated report for the financial year ended 30 June 2019.

Furthermore, in relation to specific risks that may attach to the FirstRand Distribution Shares, Shareholders should carefully consider the risks set out in the summary “Risk and capital management report” included on pages A:01 to A:16 of the FirstRand Annual Financial Statements for the year ended 30 June 2019. Shareholders are also referred to the six-monthly Basel Pillar 3 disclosure reports available at www.firstand.co.za/investors/Basel 3 pillar disclosure – FirstRand

Shareholders should also note that there may be additional risks that RMH is not aware of, and/or that RMH currently considers immaterial based on the information available to it. These factors should be considered carefully, together with the information and financial data set out in this Circular.

2. RMH RISK FACTORS

2.1 Shareholders may not realise the potential benefits from the RMH Unbundling

There can be no guarantee that RMH will realise the potential long-term benefits that it expects from the RMH Unbundling of the FirstRand Distribution Shares as described in this Circular. For example, the potential benefits that could be realised through implementation of the RMH Unbundling may not be as significant as expected or may not materialise at all and future regulatory changes may diminish the anticipated benefits of the RMH Unbundling.

If the benefits of the RMH Unbundling are not realised as expected, this could have a material adverse impact on their financial results of RMH.

2.2 The RMH Unbundling may not be implemented in accordance with the indicated timetable

In certain circumstances, it may be necessary to delay the timetable for implementing the RMH Unbundling. If the RMH Unbundling is not implemented on the anticipated timetable, the potential benefits that could be realised from the RMH Unbundling may only be achieved on a delayed basis which may subject RMH to additional costs.

2.3 Finalisation of the RMH Unbundling may create a tax liability for Shareholders in certain jurisdictions or give rise to other unanticipated tax consequences

RMH is of the view that the completion of the RMH Unbundling will not give rise to a taxable distribution in South Africa; however, it may give rise to a tax charge in certain jurisdictions. Further, tax law and practice can be subject to differing interpretations and, in some jurisdictions, the tax authorities are entitled to exercise discretion in how the tax law should be applied in certain cases. Consequently, RMH is not able to guarantee that the tax authorities in each jurisdiction in which Shareholders may be subject to tax will interpret or apply the relevant tax law and practice in a favourable way and this may give rise to adverse consequences.

In addition, Shareholders are referred to a paper entitled “Additional Tax Policy and Administrative Adjustments” published by National Treasury on 26 February 2020 which proposes changes to section 46 of the Income Tax Act in relation to unbundling transactions. Whilst RMH is of the view, having taken appropriate advice, that the RMH Unbundling, by the time of implementation, will not be impacted by these proposed amendments, and it is expected that the RMH Unbundling will be implemented before such changes are implemented, RMH cannot guarantee that the proposed changes, when ultimately implemented and depending on the final nature and timing of such changes, may give rise to adverse consequences for RMH and/or Shareholders.

2.4 The current global uncertainty and resultant economic impact emanating from the Covid-19 pandemic

The Covid-19 pandemic is having a significant impact worldwide on individuals, healthcare systems and economies, and in South Africa we are already witnessing serious negative effects. The market turmoil and global uncertainty resulting from the Covid-19 pandemic may have an adverse impact on the implementation of the RMH Unbundling.

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The national 5-week lockdown implemented by the South African President effective 26 March 2020, and the longer term and secondary impact thereof, may have an impact on RMH’s ability to execute on the RMH Unbundling in accordance with the implementation steps and timing set out in this Circular.

3. FIRSTRAND RISK FACTORS

Shareholders are referred to FirstRand’s key risks matrix as set out in the unaudited interim results for the six months ending 31 December 2019 and FirstRand’s report in compliance with Basel III dated September 2019, each of which are incorporated herein by reference will be available for inspection on RMH’s website: https://www.rmh-online.co.za/stakeholder-relations/restructure-of RMH.-rmh/.

3.1 Resultant economic impact emanating from the Covid-19 pandemic

As part of FirstRand’s interim results announcement, FirstRand indicated that the South African macroeconomic environment will continue to deteriorate, at a faster rate than in the first half of the financial year. At the time of the release of FirstRand’s interim results announcement, the severity of the impact of the COVID-19 pandemic was unknown. It was anticipated that the outbreak would result in lower exports and supply chain disruptions and weaker wage growth which would translate into weaker consumer spending. Potential job losses were expected to exacerbate this scenario as the contraction of South Africa’s GDP would lead to further right sizing by corporates. SME’s were also expected to be impacted by the ongoing energy disruptions. FirstRand indicated that it would not achieve its target of real earnings growth but would continue to deliver a ROE in its target band of between 18% to 22%.

Subsequent measures taken by the South African government as the COVID-19 pandemic intensified will have a significant impact on the economic recovery of South Africa and other jurisdictions in Africa. It is anticipated that South Africa’s GDP will contract by as much as 5% in the second and third quarter of 2020.

COVID-19 is also expected to adversely impact the growth projections of the UK.

3.2 Specific risks introduced to FirstRand as part of the RMH Unbundling

The shareholder base of FirstRand will significantly change subsequent to the RMH Unbundling. FirstRand will no longer have an active shareholder of reference which could impact the agility of the decision making process in the group both at a shareholder level as well as on a governance committees’ level. RMH’s appointed directors will remain on the FirstRand board post implementation of the RMH Unbundling as indicated in this Circular.

The RMH Unbundling could also introduce some volatility in the FirstRand share price for a short period of time.

4. RMH PROPERTY RISK FACTORS

4.1 RMH Property does not own majority interests in any of its portfolio companies

RMH Property’s current investment portfolio is comprised of non-controlling, minority interests in all of its investments. Therefore, in as much as it can guide the strategy of its portfolio companies, it may have limited ability to control the strategy and effect change at a corporate level in its investments.

Due to the strategy to partner with entrepreneur-led businesses, ultimate control in RMH Property’s portfolio companies rests with the founders of these businesses. There is a possibility that these founders may have economic interests or goals that are inconsistent with those of RMH Property or may be in a position to take action in a manner contrary to RMH Property’s investment objectives.

4.2 RMH Property may not be able to provide a sustainable income return to Shareholders

The investment strategy of RMH Property centres on investing in property development-oriented businesses which are driven by capital growth and total return and not by providing a consistent income return to their shareholders by investing in income-producing properties. This investment strategy was formulated while RMH Property was a relatively immaterial subsidiary of RMH and there was no requirement under this RMH portfolio composition for a consistent income return to be generated by RMH Property.

The current investment portfolio of RMH Property cannot be converted from consisting of development-oriented businesses driven by capital growth, consisting of lowly geared income-generating businesses in the medium term. It is likely that the shift in strategic focus for RMH

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Property’s portfolio companies will take a period of 5 years to complete in order to allow RMH Property to provide a consistent income return to Shareholders. There however can be no assurance that such a strategic shift will be completed within the envisaged time period, or at all, and will depend on future performance, macro-economic conditions and financing conditions.

4.3 There is no assurance that the Bucharest Opportunity will become unconditional

There is a risk that Atterbury Europe’s Romanian partner, Iulius Group, is unable to secure the right of use of the identified land in Bucharest for the development project by 31 March 2021 and as a result the current cash on the balance sheet, committed for this development project, will be returned to shareholders having not generated the targeted investment return.

RMH Property’s investment in its portfolio companies are illiquid.

RMH Property’s investments are less liquid than publicly traded securities. The return of capital and the realisation of any gains from a portfolio company will generally only occur upon the partial or complete disposal by RMH Property of its investment in such portfolio company in line with the RMH board’s long-term intention.

The illiquidity of all of RMH Property’s investments may make it difficult to sell such investments if the need arises. In addition, if RMH Property were to be required to liquidate all or a portion of an investment quickly, it may realise significantly less than the value at which the investment was previously recorded and reflected by RMH Property in its intrinsic value.

4.4 The current global uncertainty and resultant economic impact emanating from the outbreak of Covid-19 may alter the existing business plans of RMH Property’s portfolio companies and compromise RMH Property’s ability to deliver its targeted returns

The business shutdown resulting from the global outbreak of Covid-19, especially across Europe, may have an adverse impact on the short-term cash flows of RMH Property’s portfolio companies.

The long-term capital in the portfolio companies that is earmarked to enable them to execute on their development pipelines may be used to bridge short term cash flow shortages resulting from the retail malls and offices in their investment properties being lockdown due to government imposed measures to reduce local transmission of Covid-19.

The portfolio companies do have sufficient cash resources to fund the cash flow impact of a short-term business lockdown, with tenants being unable to trade, and this may have a permanent effect on portfolio companies’ ability to execute on future developments.

The previously forecasted NAV growth for RMH Property may not be achievable in light of this economic shock which may affect tenants and their ability to make rental payments as contracted. Investee companies may as a result require capital from outside sources in order to continue to execute on their development pipelines. This additional capital requirement may result in a dilution of RMH Property’s ownership interests in its portfolio companies if there is a capital raise from shareholders and RMH Property is unable to follow its rights under the capital raise.

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ANNEXURE 9: SCHEDULE OF THIRD-PARTY DEBT

LenderDate of settlement Description RMH entity Amount

RMB a division of FirstRand Bank Limited

7 April 2020 Redemption of 1500 variable rate “D” notes issued on 20 March 2020 in terms of the 15 000 000 000 Domestic Medium Term Note and Preference Share Programme

RMH TreasuryCo R1 504 660 670.47

RMB a division of FirstRand Bank Limited

6 April 2020 Redemption of 750 “A” class fixed rate, cumulative, redeemable preference shares issued on 31 October 2019 in terms of ZAR 7 500 000 000 Preference Share Programme

RMH AssetCo R795 288 068.45

RMB a division of FirstRand Bank Limited

6 April 2020 Redemption of 500 “B” class fixed rate, cumulative, redeemable preference shares issued on 31 October 2019 in terms of ZAR 15 000 000 000 Domestic Medium Term Note and Preference Share Programme

RMH AssetCo R530 976 806.01

RMB a division of FirstRand Bank Limited

17 April 2020 Redemption of 371 815 “C” class fixed rate, cumulative, redeemable preference shares issued on 23 January 2018 in terms of ZAR 15 000 000 000 Domestic Medium Term Note and Preference Share Programme

RMH TreasuryCo R383 642 178.18

RMB a division of FirstRand Bank Limited

17 April 2020 Redemption of 667 829 “B” class fixed rate, cumulative, redeemable preference shares issued on 9 June 2017 in terms of ZAR 15 000 000 000 Domestic Medium Term Note and Preference Share Programme

RMH TreasuryCo R692 573 955.30

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NOTICE OF GENERAL MEETING

RMB Holdings Limited(Incorporated in the Republic of South Africa)

(Registration Number: 1987/005115/06)(Share code: RMH ISIN: ZAE000024501)

(“RMH” or “the Company”)

Notice of General Meeting

All terms defined in the Circular to which this notice of General Meeting is attached shall bear the same meanings herein.

As a result of the impact of the Covid-19 pandemic and the restrictions placed on public gatherings, it may not be permissible or appropriate to hold the General Meeting in person at the registered offices of RMH.

Notice is hereby given of a General Meeting of Shareholders to be held via electronic participation at 10:00 on Monday, 1 June 2020 for the purpose of considering and, if deemed fit, passing with or without modification, the Unbundling Resolution.

The record date established by the Directors in terms of section 59 of the Companies Act for the purpose of determining which Shareholders are entitled to receive notice of the General Meeting is Friday, 17 April 2020 and for determining which Shareholders are entitled to participate and vote at the General Meeting, is Friday, 22 May 2020.

UNBUNDLING RESOLUTION: APPROVAL IN TERMS OF SECTION 112 OF THE COMPANIES ACT

The proposal of the Unbundling Resolution set out in this notice of General Meeting for consideration and voting at the General Meeting is subject to the condition that if, before the Unbundling Resolution set out in this notice of General Meeting is to be voted on at the General Meeting, RMH receives any written notice from any Shareholder/s holding in aggregate at least 0.5% of the issued share capital of RMH in terms of section 164(3) of the Companies Act objecting to this Unbundling Resolution, then the chairperson of the General Meeting may close the General Meeting without putting the Unbundling Resolution set out in this notice of General Meeting to the vote but shall not be obliged to do so.

“Resolved as the Unbundling Resolution that, subject to the condition above, the RMH Unbundling (a written summary of the RMH Unbundling setting out the precise terms of the RMH Unbundling is set out in the Circular), which RMH Unbundling constitutes a disposal of the greater part of the assets or undertaking of RMH as contemplated in section 112 of the Companies Act, be and is hereby approved.”

This resolution requires the support of at least 75% of the voting rights exercised on the resolution in terms of section 112 as read with section 115 of the Companies Act, and the required quorum is at least 25% of all of the voting rights that are entitled to be exercised on the matter.

The reason for the Unbundling Resolution is that the RMH Unbundling is considered by the RMH Board to constitute a disposal of the greater part of the assets or undertaking of RMH, as contemplated in section 112 of the Companies Act, and as such requires the approval of Shareholders by way of a special resolution.

The effect of adopting the Unbundling Resolution will be that RMH will have obtained the approval of the Shareholders for the RMH Unbundling as required in terms of section 112 read with section 115 of the Companies Act.

Identification

In terms of section 63(1) of the Companies Act, all General Meeting participants will be required to provide identification reasonably satisfactory to the chairman of the General Meeting, who must be reasonably satisfied that the right of that person to participate in, speak and vote at the General Meeting as a Shareholder, as proxy or as a representative of a Shareholder, has been reasonably verified. Accepted forms of identification include original South African drivers’ licenses, identity documents and passports.

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Electronic participation

As a consequence of the impact of the Covid-19 pandemic and the restrictions placed on public gatherings, RMH will conduct the General Meeting by way of electronic participation only.

The General Meeting will be held at 10:00 on Monday, 1 June 2020. RMH has retained the services of Computershare to host the General Meeting on an interactive electronic platform, in order to facilitate electronic participation and voting by RMH Shareholders.

Shareholders are encouraged to connect to the General Meeting through https://web.lumiagm.com or by downloading the Lumi AGM app from the Apple App or Google Playstore and following the relevant prompts. The meeting ID is 114-335-915.

Shareholders are referred to the “Electronic Participation General Meeting Guide” attached to the notice of General Meeting for further instructions for electronic participation.

The Transfer Secretaries will by no later than Friday, 29 May 2020 notify eligible Shareholders of the username and password through which eligible Shareholders can participate electronically.

In person registration of General Meeting participants will not be carried out at the registered office of RMH.

Shareholders will be liable for their own network charges in relation to electronic participation in and/or voting at the General Meeting. Any such charges will not be for the account of the JSE, RMH and/or Computershare. None of the JSE, RMH or Computershare can be held accountable in the case of loss of network connectivity or other network failure due to insufficient airtime, internet connectivity, internet bandwidth and/or power outages which prevents any such Shareholder from participating in and/or voting at the General Meeting.

Voting at the General Meeting

Shareholders connecting to the General Meeting will be able to participate in the General Meeting. Voting will be conducted by poll and Shareholders will be able to cast their vote electronically at the General Meeting.

Shareholders are also encouraged to submit any questions to RMH’s Company Secretary, Ellen Marais at company.secretary@rmbh.co.za. These questions will be addressed at the General Meeting and will also be responded to through email.

All eligible Shareholders of RMH will be entitled to participate in the General Meeting and to vote (or abstain from voting) on the Unbundling Resolution.

Shareholders who are participating via the electronic platform or by proxy at the General Meeting shall have 1 vote for every Share held or represented

Appraisal rights

Shareholders are hereby advised of their Appraisal Rights in terms of section 164 of the Companies Act. Their attention is drawn to the provisions of that section which are set out in Annexure 2 to this Circular.

Before exercising their rights under section 164 of the Companies Act, in relation to the RMH Unbundling, Shareholders should have regard to:

– the Independent Expert’s Report set out in Annexure 1 to this Circular, which concludes that the RMH Unbundling is fair and reasonable to Shareholders, as each of these terms is defined in the Companies Act;

– section 164(9) of the Companies Act in terms of which upon sending the demand contemplated above and thus exercising their Appraisal Rights, a Dissenting Shareholder shall have no further rights in respect of their Shares (including the right to participate in the RMH Unbundling) (although if they subsequently withdraw their demand prior to a fair value offer being made by RMH, their shareholder rights will be reinstated);

– the tax consequences of exercising their Appraisal Rights, which in the case of Shareholders resident in South Africa is outlined in Annexure 4; and

– the fact that the court is empowered to grant a costs order in favour of, or against, a Dissenting Shareholder, as may be applicable.

Proxies

A Shareholder entitled to attend and vote at the General Meeting may appoint 1 or more persons as its proxy to attend, speak and vote (or abstain from voting) in its stead. A proxy need not be a Shareholder of RMH.

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A form of proxy (yellow) is attached for the convenience of Certificated Shareholders and (own-name) Dematerialised Shareholders who are unable to attend the General Meeting but who wish to be represented thereat. In order to be valid, duly completed forms of proxy must be received by RMH’s Transfer Secretaries, Computershare Investor Services Proprietary Limited, 1st Floor, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196 (Private Bag X9000 Saxonwold 2132) or by fax to +27 11 688 5238 or emailed to: proxy@computershare.co.za as soon as possible and by no later than 10:00 on Friday, 29 May 2020 for administrative purposes.

Any Shareholder who completes and lodges a form of proxy (yellow) will nevertheless be entitled to participate and vote at the General Meeting should the Shareholder decide to do so.

Certificated Shareholders and (own name) Dematerialised Shareholders, who have not previously provided the Transfer Secretaries with an email address and who wish to participate and vote at the General Meeting, must inform the Transfer Secretaries by emailing their details and a copy of proof of identification to: proxy@computershare.co.za. Such Shareholders will be provided with a meeting ID number, username and password in order to connect to the General Meeting electronically, as explained above.

Dematerialised Shareholders, other than with ‘own-name’ registration, who have not been contacted by their CSDP or Broker with regard to how they wish to cast their votes should contact their CSDP or Broker and instructed their CSDP or Broker as to how they wish to cast their votes at the General Meeting in order for their CSDP or Broker to vote in accordance with such instructions. If you wish to participate and vote at the General Meeting, you must obtain the necessary letter of representation from your CSDP or Broker and a copy together with your email address must be submitted to the Transfer Secretaries, who will provide further instructions as soon as possible. You will be provided with a meeting ID number, username and password in order to connect to the General Meeting electronically, as explained above.

For and on behalf of the RMH Board

EJ MaraisCompany Secretary

30 April 2020

Registered office:3rd Floor, 2 Merchant Place, Corner of Fredman Drive and Rivonia Road, Sandton, 2196

Transfer Secretaries:Computershare Investor Services Proprietary Limited

Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196

ELECTRONIC PARTICIPATION GENERAL MEETING GUIDE

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FORM OF PROXY

RMB Holdings Limited(Incorporated in the Republic of South Africa)

(Registration Number: 1987/005115/06)Share code: RMH ISIN: ZAE000024501

(“RMH” or “the Company”)

Form of proxy

For use only by RMH Shareholders who:

• hold their Shares in certificated form (“Certificated ordinary Shareholders”)• have Dematerialised their Shares with ‘own- name’ registration (“Dematerialised Shareholders”),

at the General Meeting of Shareholders of the Company to be held at 10:00 on Monday, 1 June 2020 or at any other adjourned or postponed date and time determined in accordance with the provisions of the Companies Act as read with the Listings Requirements.

Capitalised terms not otherwise defined herein shall have the meaning given to them in the Circular delivered by the RMH Board to all Shareholders on or about Thursday, 30 April 2020.

Dematerialised Shareholders who do not have ‘own- name’ registration who wish to attend or send a proxy to represent them at the General Meeting must inform their CSDP or Broker of their intention to attend or be represented at the General Meeting and request their CSDP or Broker to issue them with the relevant Letter of Representation to attend or be represented at the General Meeting and vote. If they do not wish to attend or be represented at the General Meeting, they must provide their CSDP or Broker with their voting instructions in terms of the relevant Custody Agreement entered into between them and the CSDP or Broker. In the absence of such instructions, the CSDP or Broker will be obliged to vote in accordance with the instructions contained in the Custody Agreement mandate between them and their CSDP or Broker. These Shareholders must not use this form of proxy (yellow).

I/We (FULL NAMES IN BLOCK LETTERS PLEASE)

of (ADDRESS)

Telephone (work + area code) Telephone (home + area code

Cell phone number e-mail address

Identity number

being a Shareholder of RMH and the holder/s of RMH Shares

do hereby appoint (see notes):

or, failing him/her

or, failing him/her

the chairperson of the General Meeting,

as my/our proxy to attend, speak and vote on a show of hands or on a poll for me/us on my/our behalf at the General Meeting convened for purposes of considering and, if deemed fit, passing, with or without modification, the Unbundling Resolution to be proposed thereat and at each adjournment thereof, and to vote for and/or against or abstain from voting for and/or against the Unbundling Resolution in respect of the Shares registered in my/our name/s in accordance with the following instructions:

Number of Shares

*For *Against *Abstain

Unbundling Resolution – approving the RMH Unbundling in terms of section 112 of the Companies Act

* Insert the number of votes to be cast ‘for’, ‘against’ or ‘abstain’ as required. If you insert an ‘X’, all votes will be cast in the manner indicated by that ‘X’. If no options are marked and no instructions are given in a separate sheet of paper accompanying and attached to this form of proxy (yellow), the proxy will be entitled to vote as he/she thinks fit.

Signed at on 2020

Signature/s

Assisted by (where applicable)

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Notes and summary of rights in terms of section 58 of the Companies Act

Shareholder right to be represented by proxy

1. A Shareholder entitled to attend and vote at the General Meeting may insert the name of a proxy or the names of 2 alternative proxies of his/her/its choice in the space provided, with or without deleting ‘the chairperson of the General Meeting’. A proxy need not be a Shareholder of RMH. The person whose name stands first on this form of proxy and who is present at the General Meeting will be entitled to act as proxy to the exclusion of those whose names follow.

2. A Shareholder is entitled to 1 vote on a show of hands and, on a poll, 1 vote in respect of each Share. A Shareholder’s instructions to the proxy must be indicated by inserting the relevant number of Shares represented by the Shareholder in the appropriate box. Failure to comply with this will be deemed to authorise the proxy to vote or abstain from voting at the General Meeting as he deems fit in respect of all the Shareholder’s votes.

3. The chairperson of the General Meeting may reject or accept any form of proxy which is completed and/or received, other than in compliance with these notes.

4. The completion and lodging of this form of proxy will not preclude the relevant Shareholder from attending the General Meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such Shareholder wish to do so.

5. Documentary evidence establishing the authority of a person signing the form of proxy in a representative capacity must be attached to this form of proxy, unless previously recorded by RMH or unless the chairperson of the General Meeting waives this requirement.

6. A minor or any other person under legal incapacity must be assisted by his/her parent or guardian, as applicable, unless the relevant documents establishing his/her capacity are produced or have been registered by the Company.

7. Where there are joint holders of Shares, any 1 of such Shareholders may sign the form of proxy provided that if more than 1 of such holders is present or represented at the General Meeting, the holder whose name stands first in the register of RMH in respect of such Shares, or his proxy, as the case may be, shall alone be entitled to vote in respect thereof.

8. Where this form of proxy is signed under power of attorney, such power of attorney must accompany this form of proxy, unless it has previously been registered with RMH or the Transfer Secretaries.

9. A proxy may delegate his/her authority to act on behalf of a Shareholder to another person subject to any restriction therefore set out in this instrument of proxy.

10. The proxy appointment made herein shall remain valid until the completion of the General Meeting unless revoked before then by the Shareholder by cancelling it in writing or making a later inconsistent appointment of proxy and delivering a copy of the revocation instrument to the proxy and RMH.

11. A vote given in accordance with the terms of this form of proxy shall be valid notwithstanding the death or mental disorder of the principal or revocation of the proxy of the authority under which the proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer as aforesaid shall have been received by the Company before the commencement of the General Meeting (or any adjournment thereof).

12. Completed forms of proxy and the authority (if any) under which they are signed must be lodged with or mailed to RMH’s Transfer Secretaries, Computershare Investor Services Proprietary Limited, 1st Floor, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196 (Private Bag X9000 Saxonwold 2132) or emailed to: proxy@computershare.co.za, to be received no later than 10:00 on Friday, 29 May 2020 for administrative purposes, or handed to the chairperson of the General Meeting before that meeting is due to commence.

13. Any alteration or correction made to this form of proxy, other than the deletion of alternatives, must be initialled by the signatory/ies.

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76 PRINTED BY INCE (PTY) LTD REF. JOB017783