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RMH Circular to Shareholders

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RMH Circular to Shareholders THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION The 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 SHAREHOLDERS relating 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 Legal Advisor as to South African law US and UK law Independent Expert Independent Reporting Accountants Transfer Secretaries and Auditors Date of issue: Thursday, 30 April 2020 This 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 Transfer Secretaries 1987 Computershare Investor Services Proprietary Limited (Registration Number 2004/003647/07) Place of incorporation 15 Biermann Avenue South Africa Rosebank Johannesburg 2195 (Private Bag X9000, Saxonwold, 2132) Company Secretary and Registered Office Legal Advisor as to South African law Ellen Marais (BCom (Hons), CA(SA)) Bowman Gilfillan Inc RMB Holdings Limited (Registration Number 1998/021409/21) (Registration Number 1987/005115/06) 11 Alice Lane 3rd Floor, 2 Merchant Place Sandton Corner Fredman Drive and Rivonia Road 2196 Sandton (PO Box 785812, Sandton, 2146) 2196 (PO Box 786273, Sandton 2146) Independent Reporting Accountants and Auditors Legal Advisor as to US and UK law PricewaterhouseCoopers Inc. Davis Polk & Wardwell London LLP (Registration Number 1998/012055/21) 5 Aldermanbury Square 4 Lisbon Lane, Waterfall City London Jukskei View EC2V 7HR 2090 (Private Bag X36, Sunninghill, 2157) Financial Advisor and Transaction Sponsor Independent Expert Rand Merchant Bank Merrill Lynch South Africa Proprietary Limited (A division of FirstRand Bank Limited) trading as BofA Securities (Registration Number 1929/001225/06) (Registration Number 1995/001805/07) 1 Merchant Place 3rd Floor, The Place Corner Fredman Drive and Rivonia Road 1 Sandton Drive Sandton Sandton 2196 2196 (PO Box 786273, Sandton, 2146) (PO Box 651987, Benmore, 2010) 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 15 2. RATIONALE FOR THE RMH UNBUNDLING 16 3. REMGRO UNBUNDLING 16 4. PRE-UNBUNDLING STEPS 17 5. RMH UNBUNDLING TERMS AND MECHANICS 18 6. CONDITIONS PRECEDENT 21 7. PRO FORMA FINANCIAL EFFECTS OF THE RMH UNBUNDLING 21 8. RMH TAKE-ON NAV 22 9. INFORMATION RELATING TO RMH 24 10. FINANCIAL INFORMATION 31 11. MAJOR BENEFICIAL SHAREHOLDERS 33 12. MAJOR BENEFICIAL REMGRO SHAREHOLDERS 34 13. SHARE CAPITAL OF RMH 34 14. DIRECTORS’ INTERESTS IN RMH AND FIRSTRAND SHARES 34 15. MATERIAL CONTRACTS 37 16. MATERIAL LOANS 37 17. LITIGATION 37 18. MATERIAL CHANGES 37 19. INDEPENDENT EXPERT’S REPORT 37 20. INDEPENDENT BOARD’S VIEWS ON THE RMH UNBUNDLING 38 21. RMH BOARD RECOMMENDATION 38 22. DIRECTORS’ RESPONSIBILITY STATEMENTS 38 23. RMH UNBUNDLING COSTS 39 24. GENERAL MEETING 39 25. CONSENTS 40 26. DISCLOSURE OF CONFLICTS OF INTEREST 40 27. 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 1 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
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