INTEGRATED REPORT 2021

FOCUS COLLABORATE GROW

CONTENTS

STRATEGIC REPORT
Overview
Who we are
Our year in numbers
Chairperson's review
Our renewed purpose
Chief executive officer'sstrategic review
Portfolio review
Financial review
VALUE CREATINGBUSINESS MODEL
Business model in action
Value creating partnerships
Operating environment
Material matters, risks and

opportunities

APPROACH TO SUSTAINABILITY

Administration

Sustainability framework
ESG performance of ourportfolio companies
GOVERNANCE
Our leadership
Our approach to corporategovernance
Remuneration review
Social, ethics andtransformation committee'sreport
SHAREHOLDERINFORMATION
Shareholding
Performance on the JSE
Shareholders' diary

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Our integrated report, which is our primary report to our stakeholders, is available online at www.rmih.co.za/investor-relations and in print on request from our company secretary at: [email protected]

Our summary financial results announcement and notice of annual general meeting, which provides an overview of RMI's performance and outlook to investors

AUDITED SUMMARY ANNOUNCEMENT AND 2021

The following reports are available online:

Our annual financial statements (including the external auditor's unmodified report and the report of the audit and risk committee)

NAVIGATION ICONS

Identifies the application of King IV principles

Our King IV application summary

Directs readers to the page in the integrated report with supplementary information

CONTEXT

Rand Merchant Investment Holdings Limited (RMI) is committed to reporting openly and honestly, providing our stakeholders with a concise and transparent assessment of RMI's ability to create sustainable value over the short, medium and long term by practicing and implementing an integrated multi-capital framework rather than applying a narrow focus on financial capital alone.

This is our primary report to stakeholders, which is published annually and covers the period from 1 July 2020 to 30 June 2021. Any material events that occurred after 30 June 2021 and before the RMI board of directors (board) approval date of 27 October 2021 have also been included in this integrated report. This includes the restructure announced on 20 September 2021, read more in the SENS online at: www.rmih.co.za/investor-relations

This integrated report provides information relating to RMI's strategic direction, business model, operating context, material risks and opportunities, governance, operational performance and its future outlook. It also provides an overview of the performance of RMI's portfolio companies over the same period and their future outlook.

Our sustainability focus

Our responsibilities to our people, society and the environment align with our core operating activities and, at a minimum, with selected international sustainability standards. This integrated report sets out our framework for, and articulates our commitment to sustainability and our responsible approach to the environment, society and governance.

Our support for the United Nations Sustainable Development Goals (UN SDGs)

Our portfolio companies are making meaningful progress towards achieving the objectives of the UN SDGs. This integrated report contains summary information on their progress.

RMI has identified that it is able to make a meaningful contribution to the achievement of the following UN SDGs:

Our value creation process

Our value creation and preservation processes, are an integral part of our strategy. The creation, preservation and erosion of value are the consequences of how we leverage and apply our capitals to deliver on our strategic objectives and optimise value for our stakeholders. The consequent outcomes, impacts and trade-offs are described in our business model section.

Determining what is material

We apply the principle of materiality when assessing what information should be included in our integrated report. Our material matters are identified through an internal and external engagement process and are those that impact our stock of capitals, influence our strategy and, ultimately, our ability to create value.

Reporting frameworks

Our integrated reporting process and the contents of this integrated report are guided by the principles and requirements of the following:

Value Reporting Foundation's (formerly the International Integrated Reporting Council) revised Integrated Reporting Framework ( Framework), launched in January 2021
Listings Requirements of the JSE Limited (JSE Listings Requirements)
South African Companies Act 71 of 2008, as amended (Companies Act)
King Code of Governance Principles for South Africa 2016 (King IV)
UN SDGs

Forward-looking statements

Certain statements in this integrated report may be regarded as forward-looking statements or forecasts, but do not represent an earnings forecast. All forward-looking statements are based solely on the views and consideration of the board. RMI undertakes no obligation to update publicly or to release any revisions to these forward-looking statements to reflect events or circumstances after the date of publication of this integrated report. All forward-looking statements have not been reviewed or reported on by the external auditor.

Board approval

The board acknowledges its responsibility for ensuring the integrity of this integrated report. It has applied its collective mind to the preparation and presentation of this integrated report and is of the opinion that the report is in accordance with the Framework. The board has critically assessed the assurance obtained and is satisfied that this results in an adequate and effective control environment, which supports the integrity of information used for internal decision-making by management, the board and its committees, as well as the integrity of the integrated report.

The board also considered materiality for the integrated report and the effect that the presence or absence of an item of information might have on the accuracy or validity of a statement in the integrated report, or a decision made by a stakeholder. Our overall objective with this integrated report is to provide information that could materially impact RMI's ability to create value over the short, medium and long term. The board is of the view that, to the best of its

knowledge and belief, this integrated report addresses matters material to our stakeholders' decision-making by explaining the impact of RMI's value creation process over time. It also takes into consideration RMI's impact on its stakeholders and the environment in which it operates.

The board unanimously approved RMI's integrated report for the financial year ended 30 June 2021 on 27 October 2021.

Jannie Durand Chairperson

Herman Bosman Chief executive officer (CEO) and financial director

Johan Burger Independent non-executive director

Peter Cooper Non-executive director

Sonja De Bruyn Independent non-executive director

Laurie Dippenaar Non-executive director

Paul Harris Non-executive director Albertinah Kekana Non-executive director

Per Lagerström Independent non-executive director

Mamongae Mahlare Independent non-executive director

Murphy Morobe Independent non-executive director

Ralph Mupita Independent non-executive director

Obakeng Phetwe Non-executive director

James Teeger Independent non-executive director

Assurance RMI received assurance from its external

auditor, PricewaterhouseCoopers Inc., on the fair presentation of the annual financial statements. This assurance report is available in RMI's annual financial statements at: www.rmih.co.za/investor-relations

The external auditor also read the integrated report and considered whether any information is materially inconsistent with the annual financial statements or the knowledge they obtained during the course of their audit or otherwise appears to be materially misstated. No such inconsistency or misstatement was reported.

RMI's audit and risk committee had oversight of the preparation of the integrated report and recommended it to the board for approval.

STRATEGIC REPORT

FOCUS COLLABORATE GROW

Overview
Who we are
Our year in numbers
Chairperson's review
Our renewed purpose
Chief executive officer's strategic review
Portfolio review
Financial review

OVERVIEW

RMI is a JSE-listed holding company with significant investments in property and casualty insurance (P&C), life insurance, asset management and fintech in South Africa, the United Kingdom and Australia.

In September 2021, RMI announced a significant restructuring (the restructure) centred around the ambition to Focus, Collaborate and Grow its P&C portfolio. The restructure sharpens our strategic focus in that, post the restructure, RMI will predominantly reflect the attractive fundamentals of its P&C businesses, namely OUTsurance, including OUTsurance's Australian business, Youi, and Hastings, in partnership with Sampo.

The restructure enables RMI to deliver on its renewed purpose which is to add discernible value by providing our stakeholders with the opportunity to access unique, geographically-diversified P&C local champions.

We will achieve our purpose by building on the established P&C platform and collaboration between OUTsurance and Hastings, while ensuring that, alongside our management partners and co-shareholders, our strategically important growth businesses (AlphaCode and RMI Investment Managers) continue on a path to scale, profitability and relevance.

This section of the report provides an overview of the RMI portfolio and the value created over the past year. The letter from our chairperson, Jannie Durand, places emphasis on the importance of partnerships as a key building block of the RMI model over the years. Our chief executive officer, Herman Bosman, goes on to unpack the implications of the restructure for RMI and our strategic focus, as well as RMI's future expansion ambitions. Finally, this section also provides a closer look at the operational and financial progress of each of our underlying businesses over the reporting period, and consequently the results of RMI.

FOCUS COLLABORATE GROW 24.8% WHO WE ARE P&C and life insurance portfolio Since its formation, and in partnership with the Rand Merchant Bank group of companies, RMI has been the most significant investor in some of South Africa's most iconic financial services brands, as well as a portfolio of emerging financial services businesses 89.1 % 26.8 % 30.0 %

Percentages shown above reflect RMI's actual percentage ownership of the relevant company's issued shares

Growth portfolio

OUR YEAR IN NUMBERS

Key metrics for the financial year ended 30 June 2021

STRATEGIC REPORT STRATEGIC REPORT VALUE CREATING BUSINESS MODEL APPROACH TO SUSTAINABILITY GOVERNANCE SHAREHOLDER INFORMATION

Evolution of portfolio mix

RMI is committed to its strategy of representing a portfolio of dynamic, modern and underwritingdisciplined P&C businesses. The focus is to be an active and value-adding shareholder in unlisted businesses encapsulating an entrepreneurial and aspirational culture.

Capital deployed since 2014 (R million)

1. Percentages based on contribution to RMI earnings at 30 June 2014 and 30 June 2021, respectively

2. Traditional portfolio comprises the life and P&C insurance businesses

3. Growth portfolio comprises RMI Investment Managers and AlphaCode

CHAIRPERSON'S REVIEW

THE VALUE OF SUPPORTIVE PARTNERSHIPS

A year of resilience, both in our operations and the South African spirit

Despite the ongoing impact of the Covid-19 pandemic and a subdued macro-economic outlook in our focus geographies, RMI has delivered a strong overall operational performance with pleasing growth in normalised earnings, read more from page 37. However, the Covid-19 pandemic continued to dominate the investment environment and economy, both locally and globally.

RMI and its portfolio companies have made the necessary adjustments to our operating models to keep our employees and communities safe; through remote and/or hybrid working models and digital enablement. However, the protracted third wave and ongoing prevalence of the virus means that the effects of loss have also been felt on a deeply personal level in RMI and our portfolio companies. On behalf of the board, we honour the lives and the memories of the colleagues, family members and friends lost to date.

I would also like to reflect on the leading roles that Discovery and Momentum Metropolitan have played, and continue to play, during the pandemic. The last few months of our financial year saw the highest recorded life insurance claims paid by our portfolio companies to date in this pandemic, and in most cases, relative to historic norms. The industry was also affected by the looting and civil unrest that broke out in parts of the country in July 2021. While the impacts have been financially significant, the balance sheets of the life companies remain well capitalised and our portfolio companies continue to pay out life and funeral claims, and facilitate the payments by SASRIA in relation to the civil unrest. As the national vaccination programme continues to expand, Discovery and Momentum Metropolitan are actively supporting the vaccination of our population, as well as introducing and supporting initiatives to encourage vaccination in those hesitant to vaccinate –

Discovery was the first corporate in South Africa to require mandatory vaccination of its workforce. We stand behind our companies in encouraging vaccination to facilitate an accelerated societal and economic normalisation.

Supportive governance in evaluating the restructure of RMI

In addition to navigating the effects of Covid-19 on our portfolio companies, the last twelve months have seen our board consider many substantive strategic and governance topics. The key deliberations centred around the restructuring of our business, the rationale and structure of which is explained in more detail in the chief executive officer's strategic review from page 13. This is a significant moment in RMI's evolution and one that we believe will, in the short term, reduce the discount at which RMI has traded

JANNIE DURAND Chairperson

to our assessment of the underlying intrinsic value and, over the long term, will result in a focused portfolio and alignment between the corporate structure and our portfolio of assets. Given the scarcity value of the remaining underlying P&C businesses (OUTsurance and Hastings), it should result in a value for the portfolio that is reflective of the sum of its parts. To ensure that we arrived at a decision that is in the best interests of all RMI's shareholders, we established a board sub-committee, whose members were all independent nonexecutive directors. This committee was tasked with assessing various structural options proposed by the RMI executive management team and then making recommendations to the board. On behalf of the board, I would like to extend our thanks to colleagues on the committee for their wise guidance and ongoing responsible stewardship.

A strong history of supportive and enduring partnerships

RMI's history has been closely connected with Remgro Limited (Remgro), starting with the merger in 1985 of Rand Consolidated Investments (RCI), co-founded by Paul Harris, GT Ferreira and Laurie Dippenaar (the Founders), and RMB, which had been acquired by a consortium headed by Johann Rupert, the chairperson of Remgro. The RCI team took over the management of RMB and Remgro became RMB's biggest shareholder. We have remained partners ever since, through the acquisition of Momentum in 1992, the listing of RMH in 1993, funding the establishment of Discovery in 1992, the unbundling and listing of RMI in 2011. The length, and strength, of our partnership can be attributed to sharing the same valuesdriven culture and commitment to ethical business practices. In the context of the announced RMI restructure, my dual role as chairperson of RMI as well as CEO of RMI's largest shareholder, Remgro, is relevant. Remgro has indicated that it is supportive of the restructure and has committed, in principle, to participate in the inter-linked equity raise. RMI INTEGRATED REPORT 2021 2021 10 STRATEGIC REPORT STRATEGIC REPORT VALUE CREATING BUSINESS MODEL APPROACH TO SUSTAINABILITY GOVERNANCE SHAREHOLDER INFORMATION

Through its active and responsible holding company ownership model and instilling the ethos and approach of its Founders, RMI has contributed to the development and growth of responsible, competitive companies such as Discovery, Momentum Metropolitan and

OUTsurance. In line with these values, RMI will remain a committed and strategic shareholder of both Discovery and Momentum Metropolitan until the implementation of the restructure. In this regard, shareholders are referred to the Discovery financial results for the year ended 30 June 2021 published on 2 September 2021, wherein Discovery advised its shareholders of a potential capital raise to fund its participation in a capital raise at Ping An Health Insurance (Ping An). To the extent that Discovery funds this growth opportunity through equity rather than debt, RMI will support it, and also intends to participate in this capital raising.

The principle of partnership forms a fundamental tenet of the RMI business and will continue to do so post the implementation of the restructure. We expect value to continue to emerge from the collaboration between OUTsurance, Hastings, Sampo and RMI in relation to our P&C businesses. Read more from page 13. RMI's relationship with Momentum Metropolitan will continue on a formal basis through our joint interest in our asset management business. Discovery has a formal partnership with Guidepost (an RMI investment company through AlphaCode) in relation to its health and life business, which will also remain in place post the restructure.

Sustainability framework within our business

During the year under review, the board and its committees increased their focus on environmental, social and governance (ESG) matters and, in particular, the issue of climate change and its potential impact in view of our P&C focus going forward. Climate change, RMI's approach to sustainability and the UN SDGs are addressed in the risk and sustainability sections of this integrated report starting from page 46. This year, we have also provided additional information on the ESG performance of our portfolio companies from page 51.

In addition to the various corporate social investment programmes already in place, all our portfolio companies implemented measures to assist those in our communities directly and indirectly impacted by Covid-19 and the civil unrest in KwaZulu-Natal and Gauteng. RMI does not have a formal corporate social investment programme. However, during the prior financial year, it established a Covid-19 fund in conjunction with RMB Holdings Limited (RMH) with contributions from the board and management of both RMI and RMH. Both RMI and RMH then matched these contributions.

The core principle of the Covid-19 fund's approach is 'Food First.' To date, the fund has:

distributed 1 955 food vouchers to the value of R2.5 million to beneficiaries nominated by staff of RMI and RMH
supported 27 community organisations with donations amounting to R1.6 million
contributed grant funding to the value of R6.3 million to 13 AlphaCode start-up businesses.

Leveraging off the existing platform and expertise created by AlphaCode, RMI has provided seed funding to a newly established entity, Additiv. Additiv is jointly owned by RMI and its black management team. Additiv's ambition is to act as an enabler to venture capital funding in South Africa by providing access to funding and facilitating business growth opportunities for emerging black technology businesses. Read more on page 34.

Board changes

Paul Harris

RMI is currently assessing the composition of the board to align it with RMI's geographic and sectoral focus. We will make further announcements in this regard in due course.

At RMI's upcoming annual general meeting, we will be saying farewell to four board members who are stepping down:

As one of the Founders of the Rand Merchant Bank group of companies, Paul has served on the board for over 40 years. On behalf of the board, I thank you for the immeasurable contribution you have made not only to RMI and the wider group, but to the South African financial services landscape as a whole.

Sonja De Bruyn Independent non-executive director

Sonja has been associated with RMI and our wider group of companies since 2010. On behalf of the board, thank you for your commitment and involvement in various committees, deep insights and thoughtful considerations in shaping our key strategic milestones.

Ralph has served on the board as an independent non-executive director since 2018. On behalf of the board, thanks go to Ralph for the deep sectoral expertise, insights and steady guidance that he has brought to board deliberations.

through the years.

Obakeng has served on the board as a non-executive director since 2013, as a representative of Royal Bafokeng Holdings Proprietary Limited (Royal Bafokeng Holdings). On behalf of the board, thank

you for your considered approach and manner as well as your contributions

Going forward

RMI has a busy year ahead as, subject to the requisite approvals, it begins to implement its new strategic direction starting with the unbundling of the two significant life insurance businesses that it has partnered through many years – on behalf of the RMI board, I wish the respective boards and management teams of Discovery and Momentum Metropolitan continued success.

The year ahead will have its challenges as Covid-19 will still be with us and economies are still struggling to recover from its impact. However, I believe that as it builds on the established P&C platform and collaboration between OUTsurance and Hastings and the growth businesses (AlphaCode and RMI Investment Managers), RMI is wellpositioned to continue to create sustainable value for its stakeholders. RMI INTEGRATED REPORT 2021 2021 11 STRATEGIC REPORT STRATEGIC REPORT VALUE CREATING BUSINESS MODEL APPROACH TO SUSTAINABILITY GOVERNANCE SHAREHOLDER INFORMATION

I would also like to recognise the entire RMI team whose skills and experience ensure it is well-equipped to deliver on the new strategy.

Jannie Durand Chairperson 27 October 2021

OUR RENEWED PURPOSE

Is to add discernible value by providing our stakeholders with the opportunity to access unique, geographically diversified P&C businesses

We will achieve this through our partnerships with unlisted (preferably), dynamic growth companies across all life phases that are, or could become, local champions that demonstrate attractive characteristics in select geographies

Our collaborative model and flexible capital structure will enable us to provide attractive returns to our shareholders now and into the future

How we will achieve our purpose

FOCUS COLLABORATE GROW

CHIEF EXECUTIVE OFFICER'S STRATEGIC REVIEW

A F U N D A M E N TA L R E S T R U C T U R E T O A L I G N W I T H OUR EVOLUTION AS A P&C FOCUSED INVESTOR

On 20 September 2021, RMI announced its intention to implement a strategic portfolio restructuring comprising the distribution of its listed shares held in Discovery and Momentum Metropolitan (the unbundling) to RMI shareholders, coupled with an equity raise (the equity raise) to:

provide structural alignment to RMI's evolved strategy by creating a focused P&C investment group
create an efficient and agile corporate structure
optimise the capital structure and enhance dividend yield
unlock shareholder value through a reduction in the discount at which RMI's share price trades to its underlying intrinsic value

It is important to recognise the context within which this restructure is taking place.

Firstly, corporate activity is not uncommon in the Rand Merchant Bank group of companies. Since the formation of the group in the early 1980s, we have focused on assembling and building phenomenal South African assets in the financial services sector and, in parallel, placing emphasis on the most efficient and optimal corporate structure within which to house and represent these assets. RMI INTEGRATED REPORT 2021 2021 13 STRATEGIC REPORT STRATEGIC REPORT VALUE CREATING BUSINESS MODEL APPROACH TO SUSTAINABILITY GOVERNANCE SHAREHOLDER INFORMATION

Through this process we:

created FirstRand Limited (FirstRand), now South Africa's largest banking group by market capitalisation, in 1998
unbundled Discovery from FirstRand in 2007
split RMH and RMI in 2011
unbundled FirstRand from RMH in 2020

Each time, significant value was created through a sharper strategic and corporate focus – we see the implementation of this restructure as a natural milestone in the continued evolution of our group.

Key metrics of the restructure:

VALUE DISTRIBUTED THROUGH UNBUNDLING DISCOVERY AND MOMENTUM METROPOLITAN

R28.6 billion

based on market capitalisation as at 30 June 2021

OBSERVED REDUCTION IN STRUCTURAL DISCOUNT

HERMAN BOSMAN Chief executive officer

R12.8 billion

calculated on 26 October 2021, using market prices for the life insurance businesses as at 17 September 2021 (last trading day prior to announcement of the restructure)

A 40-year history of defining corporate actions aimed at providing shareholder clarity and facilitating value realisation

					A 40-year history of defining corporate actions aimed atproviding shareholder clarity and facilitating value realisation
	1977	1985	1992	1993	1995	1998	1999	2007	2010	2011	2015	2016	2017	2020	2021
Restructures		RMBmerger				Formationof FirstRand		DiscoveryunbundledfromFirstRand		Unbundlingand separatelisting of RMIfrom RMH(to betterreflect valueof insurancebusinesses)				Unbundlingof RMH'sinterest inFirstRand	Announcedintention tounbundleDiscoveryandMomentumMetropolitan
Mergers andacquisition(M&A)activity		RMBacquiredMagnum(foundationof Discovery)	77%interest inMomentumacquired	Quantumacquired(tobecomeRMBStructuredInsurance)	AEGISacquired(foundationofOUTsurance)				Merger ofMomentumandMetropolitan(separatefromFirstRand)	Sale ofOUTsuranceto RMI			Acquisitionof 29.7% ofHastings	Increasedshareholdingin Hastingsto 30% anddelistingalongsideSampo
Liquidityevents				RMHlisted			Discoverylisted ontheJSE						Sale of RMBStructuredInsurance	Sale ofLuno
Organicinitiatives	RandConsolidatedInvestmentsformed			MomentumHealthlaunched(renamedDiscovery)							Launch ofAlphaCode	Launch ofRMHPropertiesand RMIInvestmentManagers
														RMI INTEGRATED REPORT 2021	202114

The second point of context is our relationship with Momentum Metropolitan and Discovery which spans across 30 years. We are proud of the contributions that we have made to Discovery and Momentum Metropolitan and the mutually beneficial association that we have built, which has generated significant value and returns for all our respective shareholders.

Discovery was started with capital of R10 million in 1992, from the Founders to Adrian Gore and Barry Swartzberg – the business is now an integrated, global financial services platform with a market capitalisation of approximately R80 billion (as at 30 June 2021) and TSR of 308% since the RMI listing in 2011. What is today Momentum Metropolitan, started as a turn-around opportunity in the early 1990s and now houses some of the most recognisable and leading insurance brands in South Africa and has grown to a business with a market capitalisation of approximately R30 billion (as at 30 June 2021), with a TSR of 115%.

RMI has, over the years, acted as a stable, long-term value adding shareholder by partnering with the leading management teams and boards of these businesses. Discovery and Momentum Metropolitan are independent businesses that compete fiercely, which we have always encouraged. We believe that this has resulted in better consumer outcomes and innovative brands and products in the segments in which they operate. Both businesses have demonstrated the resilience of their underlying operations over many years, and particularly over the course of the devastating Covid-19 pandemic.

PARTNERSHIP FROM INCEPTION TO TODAY'S LARGE, ESTABLISHED BUSINESSES POISED FOR FUTURE GROWTH

On behalf of the board, we pay tribute to Adrian Gore, Barry Swartzberg, Hillie Meyer and their respective management teams and boards, and wish them and their respective businesses continued success

"I have found RMI to be a very supportive shareholder, always professional and conscious of governance demands.

In the early days, I had the privilege of learning under the leadership of GT Ferreira, Paul Harris and Laurie Dippenaar, who have built amazing businesses. I will forever be grateful for what I have learnt from them. Herman and I were among the younger hires at the time, but those shared experiences and common culture certainly contributed to the good relationship we have today.

I would like to thank RMI and Herman for always adding value throughout the years."

HILLIE MEYER Momentum Metropolitan

CEO

"After 30 years we are saying goodbye to RMI. On behalf of Discovery and personally, I would like to express my deepest gratitude for decades of incredible development, success, progress and fun. Aside from factors such as capital and governance, I think the magic of RMI is deep friendships, deep trust and the ability to give the businesses they invest in confidence that they can succeed and do well for society. It is a remarkable quality. RMI INTEGRATED REPORT 2021 2021 16 STRATEGIC REPORT STRATEGIC REPORT VALUE CREATING BUSINESS MODEL APPROACH TO SUSTAINABILITY GOVERNANCE SHAREHOLDER INFORMATION

I have no doubt that whatever RMI do, they will succeed and the companies they invest in will continue to do well. We say goodbye to RMI with a deep sense of gratitude."

ADRIAN GORE Discovery CEO

Unpacking the restructure

In the remainder of my review, we focus firstly on the specifics of the restructure and secondly on the RMI business and strategy post implementation of the restructure. This is done by addressing a series of the pertinent questions that shareholders may have in this regard.

Why is RMI implementing the restructure?

Principally, the purpose of the restructure is to align our structure to sharpen our focus on a specific sub-segment of insurance, being P&C. This is not by any means a comment on the state of life insurance in South Africa, or a reflection on Discovery nor Momentum Metropolitan. However, the increased interest and investment activity in P&C is a natural evolution for RMI if one considers that (i) we have a preference for unlisted assets that cannot otherwise be accessed by our investors; (ii) our two life assets are listed and competing businesses where we hold minority interests; and (iii) via our majority unlisted interest in OUTsurance and strong partnership with the listed Nordic insurer, Sampo Group Plc (Sampo) in Hastings (unlisted), we have significant influence and agility in complementary, but non-competing businesses.

After the restructure, our business will (i) be simpler from a regulatory perspective; (ii) have an optimised capital structure and enhanced dividend yield; and (iii) be a more unique and focused investment proposition.

In addition, the restructure should, over time, unlock a significant portion of the discount currently reflected in the trading price of RMI relative to its underlying intrinsic value (this is unpacked further on page 18).

How is the restructure being implemented?

The restructure comprises two indivisible components:

the distribution of all the shares held by RMI in Discovery and Momentum Metropolitan
an equity raise of up to R6.5 billion

The restructure has the in-principle support of shareholders representing 65% of our shareholder base. These include our largest strategic shareholders, Remgro and Royal Bafokeng Holdings, the Founders, Messrs Laurie Dippenaar, Paul Harris, GT Ferreira and Pat Goss, and our large institutional shareholders, Coronation Asset Management Proprietary Limited, Allan Gray Proprietary Limited and Abax Investments Proprietary Limited (all on behalf of various clients).

It is envisaged that the restructure will be completed by the end of Q2 2022, post obtaining the requisite regulatory approvals in South Africa and other relevant jurisdictions. Further information will be provided at the annual general meeting.

In terms of sequencing, the equity raise will occur before the unbundling – further details will be contained in a circular to be distributed to RMI shareholders in Q1 2022.

The unbundling

An important consideration is that the restructure is being implemented as an unbundling (a pro rata distribution in specie by RMI in terms of section 46(1)(a)(ii) of the Companies Act and section 46 of the Income Tax Act, 1962, as amended) rather than a sale of our life insurance businesses. As disclosed in prior reports to shareholders, we believe that this is the most efficient mechanism to achieve the objectives of the restructure.

RMI is not taking a view on the value of our interests in Discovery and Momentum Metropolitan, suffice to say we support their strategies and believe that there remains continued growth potential in these businesses. Rather, through the unbundling, we are passing these shares on to be held directly by RMI shareholders, thereby enabling them to make their own investment decisions.

The equity raise

As a consequence of the unbundling, RMI will require an equity raise to optimise its capital structure. An equity raise is considered the most equitable and efficient mechanism as it provides all shareholders with the opportunity to participate in the capital raise on a pro rata basis, ensuring no nominal dilution.

RMI's intention is to implement a fully committed and/or underwritten equity raise. Further details of the pricing of the equity raise as well as underwriting/commitment arrangements which are a function of, inter alia, level of shareholder support for the restructure, precedent pricing for frontfooted, strategic capital raisings and prevailing market conditions at the time of the equity raise, will be provided to shareholders in due course.

How has the size of the equity raise been determined?

The size of the equity raise is being determined to optimise the capital structure, maintain RMI's investment grade rating and target a gross debt level which is more commensurate with the asset base and anticipated dividend flow of the remaining assets, as RMI's shareholdings in Discovery and Momentum Metropolitan have served as collateral for the current leverage structure.

Key determinants of the final size of the equity raise include:

RMI has indicated that it intends to support and participate in a potential equity capital raising by Discovery to funds its participation in a capital raise at Ping An
Hastings option: RMI holds its interest in Hastings through Main Street 1353 Proprietary Limited (Main Street), an entity jointly owned by RMI and OUTsurance. The privatisation of Hastings in partnership with Sampo was completed in November 2020. Per the shareholders' agreement entered between Main Street and Sampo, RMI and OUTsurance have the option to increase their ownership in Hastings from 30% to up to 40% by May 2022 at the original delisting offer price. Hastings is core and strategic to the RMI portfolio. Thus, any decision to exercise the Hastings option will be based on the financial merits of the potential transaction at the time. If exercised, the post restructure balance sheet allows for RMI to fund its portion of the Hastings option. Shareholders will be advised of the board's decision in relation to the exercise of the Hastings option by the anticipated time of launch of the equity raise. RMI INTEGRATED REPORT 2021 2021 17 STRATEGIC REPORT STRATEGIC REPORT VALUE CREATING BUSINESS MODEL APPROACH TO SUSTAINABILITY GOVERNANCE SHAREHOLDER INFORMATION

The final size of the equity raise is being considered and will be communicated to shareholders in due course.

Shareholders are advised that RMI will, subject to board and regulatory approvals at the time and performance of the underlying businesses, declare and pay out an interim cash dividend for the six months ending 31 December 2021, prior to implementation of the equity raise.

How will the proceeds of the equity raise be utilised?

The gross proceeds will enable RMI to:

reduce gross debt from R11.8 billion as at 30 June 2021 to a target level of R6.0 billion at 30 June 2022
target a leverage ratio (defined as gross debt/attributable earnings) of no more than 2.5 times
maintain a reduced contingency buffer of approximately R1.0 billion (currently R2.0 billion). Post restructure, this will represent 12 – 18 months of operating expenses and funding costs to facilitate growth, capital requirements and provide an underpin in the event of dividends being constrained at the underlying portfolio companies
target a dividend pay-out ratio (net of funding costs for Hastings) of 50% of free cash flow generated. OUTsurance and Hastings are, over time and subject to earnings growth, expected to generate attractive cash conversion ratios and maintain resilient capital positions. RMI's target dividend policy is a conservative statement of intent to maintain a steady/ increasing dividend profile and positions RMI as a growth company The dividend framework seeks to strike a balance between (i) supporting portfolio companies in their growth opportunities; (ii) optimising RMI's capital structure and, over time, reducing net debt; and (iii) funding attractive investment opportunities at the RMI level. Importantly, if investment opportunities do not meet our criteria, excess cash will be returned to shareholders.

What impact will the restructure have on the discount at which RMI trades?

RMI has, over time, engaged shareholders on the merits of the holding company structure and the critical role that investment holding companies can play in creating and supporting new and growing businesses. The discounts at which structures such as ours trade relative to underlying intrinsic value have persisted since 2016.

We expect, and have already recently observed, a narrowing of the RMI trading discount through (i) refined strategic focus brought about by the restructure; (ii) the scarcity value of our current unlisted assets and future investments in businesses that cannot otherwise be accessed (through a single investment entry point); (iii) management partners able to flexibly drive long-term strategic opportunities outside of public market constraints and investment horizons; (iv) efficiency of friction costs and lean structure at the RMI holding

company level; and (v) a robust capital structure and increased ability to manage dividend flows from the portfolio companies and payments to RMI shareholders.

RMI will continue to disclose the directors' valuations of its unlisted portfolio to enable shareholders to form an assessment of the intrinsic value. Directors' valuations are (i) discount cash flow-based; and (ii) throughthe-cycle valuations, thus based on longerterm trends and assumptions.

INDICATIVE IMPACT OF THE RESTRUCTURE: R28.6 BILLION RETURNED TO SHAREHOLDERS AND A MARKET CAPITALISATION MORE REFLECTIVE OF UNDERLYING ASSETS

1. Does not include effects of potential R1.5 billion Discovery capital raise Source: Market data and directors' valuations as at 30 June 2021

RMI post the restructure

What are the fundamentals that inform RMI's view of P&C insurance?

Post the restructure, RMI will be exposed, predominantly, to the attractive fundamentals of P&C:

P&C in select markets has exhibited a higher growth rate due to increasing gross domestic product (GDP) per capita, a growing middle class, lower levels of penetration and improving regulatory environments. Demand for personal lines, motor, property and medical insurance tends to be relatively inelastic, and these premiums will likely remain at historical growth levels with commercial lines insurance offering opportunities for a reallocation of capital. We generally expect to see a pick-up in motor and asset sales as wealth increases. Climate change will also drive real growth in P&C and liability cover
P&C is defensive to certain macroeconomic forecasts (e.g. low interest rates), tends to exhibit lower levels of volatility during periods of challenging macro-economic fundamentals and are capital lite businesses
While some lines of insurance can be expanded geographically fairly easily (e.g. travel insurance, life insurance), the success of motor, home and commercial insurers largely depends on numerous local factors:
- Preferred distribution mechanisms, which differ across markets – more difficult to replicate the omni-channel mix across markets
Ability for superior risk selection and pricing enabled by actuarial capability, channel and brand strength
Ability to manage cost ratios depends on successfully managing local claims panels
Regulatory restrictions on pricing limiting ability to differentiate on price. The complexity of insurance regulation across jurisdictions, and the significant costs involved in ensuring compliance, continues to be a large barrier to entry for newcomers in a market
Available data for pricing algorithms differ across markets
The traditional value chain is disaggregating and, in addition, Covid-19 has increased the speed of digitisation for general insurance, offering opportunities for advancement and innovation. These include distinctive underwriting, analytics and risk selection, ability to cover new risks at scale, ownership of the customer through direct access models, new products and services generating revenues from services beyond underwriting and balance sheet/ regulatory management. Incumbents have the benefit of underwriting skills built on years of experience and proprietary data, and successful incumbents will keep pace and continue to leverage this to compete with emerging players by implementing appropriate digital/technology strategies.

Historical performance of P&C

P&C RETURN ON EQUITY (%) PERFORMANCE SINCE 2013

Source: Global Insurance Report 2021, Allianz Research 12 May 2021

P&C portfolio

RMI will predominantly reflect the attractive fundamentals of its P&C businesses: OUTsurance, including OUTsurance's Australian business, Youi; and Hastings, in partnership with Sampo.

Collectively, OUTsurance, Hastings and Youi provide access to approximately 5.2 million clients, gross written premiums of more than US$2.5 billion and leading positions in their respective geographies of South Africa (1 million policies, 18% market share in personal lines), Australia (1.1 million policies, 4% market share) and the United Kingdom (3.1 million policies, 8.3% market share). The underlying businesses' core financial metrics are robust and competitive relative to a global peer set. Further financial information and key metrics for OUTsurance, Youi and Hastings are set out from pages 24 and 26 respectively.

In addition, the core organic growth initiatives and strategic priorities for the P&C businesses are summarised on pages 25 and 27 of this integrated report.

RMI has built a unique P&C portfolio across three continents through organic growth and M&A activity.

STRATEGIC AND FINANCIAL BENEFITS OF COLLABORATION WITH NON-COMPETING LOCAL CHAMPIONS IN THEIR MARKETS

R1.6 billion (representing 2.4% of NAV at 30 June 2021), in two emerging businesses, being its fintech portfolio held through AlphaCode, as well as RMI Investment Managers. These businesses comprise underlying investee companies in various stages of growth and capital requirements. While AlphaCode and RMI Investment Managers are not within

co-shareholders in these businesses. The drive to scale and ambition to assist the growth of these businesses remains unchanged.

The underlying portfolio has been resilient, with a positive growth outlook for the businesses:

80.0% 66.6% >80.0% Cash conversion

RMI Investment Managers: despite the

difficult operating environment, RMI Investment Managers' performance was better than expected due to both strong assets under management (AUM) growth and the generation of performance fees. RMI Investment Managers has also implemented a black economic empowerment transaction in this reporting period with our partner Royal Bafokeng Holdings, which positions the underlying affiliates well for future growth opportunities.

Refer to RMI Investment Managers from page 29 for further information on the strategy and financial performance.

AlphaCode: the portfolio companies continue to meet and exceed key financial metrics, attract growth funding from blue chip investors and are recognised as leaders in their chosen segments and markets.

Refer to AlphaCode from page 32 for further information on the strategy and financial performance.

What are RMI's future expansion ambitions?

RMI will continue to position itself as a strategic value-adding specialised investor focused on the P&C insurance segment. We will build on our track record of investing in dynamic companies with unique and disruptive business models, by working with our management partners on long-term strategy, capital allocation, incentive structures, orderly succession planning, facilitating M&A, investment in growth opportunities and fostering collaboration (as set out on the previous page).

In addition to the organic growth opportunities in the P&C businesses, RMI will also continue to pursue potential inorganic growth opportunities in attractive P&C markets across different life stages in P&C and insurtech (and related verticals).

High-level design framework for geographic and life stage expansion

RMI has a thematic, focused and targeted approach to identifying new markets and partnerships that demonstrate attractive attributes
RMI aims to replicate success to date by identifying assets that are complementary, but non-competing and where value can be created by leveraging capabilities across the platform
Due to the local nature of P&C, country-specific characteristics are important to enable RMI to identify and partner 'local champions' (both existing and future) in select markets

We have indicated some of the initial screening criteria below for RMI's geographic expansion. While not all criteria have to be met, most of them should be met for an opportunity to be assessed.

Any investment activity to conform with RMI's investment framework:

Strategy

P&C focused, with preference for unlisted businesses

Geographically diversified

Across all life stages

Growth oriented with disruptive focus

Partner to world-class entrepreneurial management teams

Financial returns

Different return hurdles depending on stage of investment, but overall portfolio return target of >15% (ZAR)

Earnings per share accretive within three years1

Capital policy

Leverage ratio remains within target range of <2.5 times and RMI's debt at investment grade

Dividend accretive within three years1

1. The earnings per share and dividend targets would not apply to early-stage investments

Concluding remarks

The common thread through all the significant corporate actions in the group's history was that they were focused on achieving greater market clarity and value creation. As a management team, we are proud of what we have achieved together with Discovery and Momentum Metropolitan, and that we have now come full circle on a journey well-travelled throughout our history of building and liberating champions.

We consider the restructure to be an important step for RMI as we position for our next growth chapter, and look forward to all that lies ahead for the RMI group.

It goes without saying that processes such as this are complex and in the current environment, we are also impacted by factors outside of our control. As a management team, we are working to implement the restructure as quickly as possible and will provide the market with further communication in this regard in due course.

I would like to thank the chairperson and the board for their stewardship and support in navigating the numerous operational, macro-economic and exogenous challenges in the reporting period as well as their support for the restructure. We also give our thanks to the directors that will be leaving the board at the upcoming annual general meeting – Paul Harris, Sonja De Bruyn, Ralph Mupita, and Obakeng Phetwe. Their contributions and insights over the years have been invaluable. RMI INTEGRATED REPORT 2021 2021 22 STRATEGIC REPORT STRATEGIC REPORT VALUE CREATING BUSINESS MODEL APPROACH TO SUSTAINABILITY GOVERNANCE SHAREHOLDER INFORMATION

Herman Bosman

CEO and financial director 27 October 2021

Importantly, the primary focus remains on the organic growth opportunities of the existing portfolio (post the restructure)

Any future investments will need to fit into a framework of meeting our strategic focus, delivering attractive returns and be in line with our capital policy

PORTFOLIO REVIEW

Contributors to our success

Unique and dynamic businesses with:

Differentiated business models in a rapidly changing and competitive market
Talented professional teams able to excel in a complex industry
World-class entrepreneurs
Innovative products
Distribution channels expanded through the innovative use of technology

The RMI partnership provides:

Access to capital and its efficient allocation
Long-term mindset and support across life stages
An active value-add model
Significant stakes, providing agility and ability to influence

The key attributes of our portfolio post the restructure

P&C focused unlisted portfolio of 'local champions' in select geographies

Differentiated by:

A portfolio of globally relevant, best in class, interesting, difficult to otherwise access P&C assets
Unlisted asset bias
Geographic diversification
Non-competing co-operative group
Shared collaboration platform with centres of excellence across the P&C value chain (claims management, marketing, distribution and risk pricing)
Innovative, digitally-led businesses with strong entrepreneurial management teams
Attractive return profile
Track record of capital discipline maintained
Market valuation and shareholder base reflective of the strategic positioning and characteristics of our business
Business underpinned by an agile capital structure and a steady, increasing dividend profile
Portfolio future-proofed by being a key player in the insurtech (and related verticals) space

OUR UNLISTED PORTFOLIO

Purpose: You always get something out

OUTsurance provides P&C and life insurance products in South Africa and P&C insurance products in Australia and Namibia. It has a client-centric approach, providing value-formoney insurance solutions backed by world-class service. Premiums are calculated according to a client's unique risk profile. Clients who remain claim-free receive a cash OUTbonus, the first such reward system in South Africa.

At the core of the group's strategy is the incremental improvement of its operational performance to deliver pricing discipline, its relentless focus on brand trust and service outcomes. OUTsurance's systems transformation journey will ensure its agility to grow its competitive positioning and respond actively to changing market dynamics.

What differentiates OUTsurance

Market leader in direct insurance
World-class technology and claims handling processes
Well-loved and easily recognisable brand
Innovative value-for-money products
World-class service
Local and international presence in the P&C market
High level of cash generation and dividend-paying capabilities
Differentiated business model in a rapidly changing and competitive market
Preferred employer attracting talented professionals
Collaboration with Hastings

Key features of OUTsurance's performance in 2021

3% improvement in OUTsurance's operating profit due to improved operational profitability. Impact of improved premium growth on operating performance dampened by smaller savings on motor claims as driving patterns normalised post Covid-19 induced lockdowns, the investment in new growth initiatives (OUTsurance Brokers, OUTsurance Funeral, Youi CTP and Youi BZI) and lower investment yield earned on policyholder liabilities because of the current low yield environment. OUTsurance expects the operating profit to track premium growth more closely in future as these new ventures turn to profitability and emerge from their J-curves
OUTsurance expects premium inflation on motor business to continue to recover on the back of the more normalised driving patterns and this should be positive for premium growth in the core OUTsurance Personal and Youi Direct businesses
Significant unrealised gains on equity investments together with Hastings' improved performance contributed to the 15% increase in normalised earnings to R2.8 billion
18% increase in gross written premiums to R20.6 billion and 12% increase in net earned premiums to R18.1 billion
Slight increase in claims ratio from 51.1% to 51.7%, despite the impact of expansionary strategies
31.0% cost-to-income ratio (2020: 29.4%) was mainly driven by expansion in South Africa, and Youi's increased contribution to the cost base, while OUTsurance Personal continued to deliver a reducing cost-to-income ratio
OUTsurance's capital position has remained resilient throughout the pandemic, with a solvency coverage ratio of 2.2 times at year-end (2020: 2.5 times)
10% increase in total dividend for the year to 59.0 cents per share

For more information see www.outsurance.co.za/ about-outsurance/financialresults/

OUTsurance South Africa

OUTsurance Business recovered well following the disruption to new business related to Covid-19 lockdowns in 2020 with a 13% increase in gross written premiums to R1.7 billion
The OUTsurance Broker channel grew gross written premiums by 63% to R607 million, which resulted in an acceleration in new business in the second half of the year
The direct channel experienced a decrease in premiums to R1.1 billion, with the policy count remaining stable, as small and medium businesses continued to suffer from the impacts of the lockdown regulations. Fewer business interruption claims saw the claims ratio reduce from 63.1% to 57.4% RMI INTEGRATED REPORT 2021 2021 25 STRATEGIC REPORT STRATEGIC REPORT VALUE CREATING BUSINESS MODEL APPROACH TO SUSTAINABILITY GOVERNANCE SHAREHOLDER INFORMATION
- OUTsurance Life delivered strong premium growth and an acceleration in new business growth in the funeral segment, supported by both the direct and Shoprite channels, which started trading in May 2020.
- The asset-liability matching approach followed by OUTsurance Life has been effective in offsetting the economic impact of significant yield curve movements during the year
- The 10% growth in embedded value and the value of new business margin of 8.6% reflects the expansion of the in-force book and the mix change towards more profitable funeral policies
- OUTvest has shown improved performance on the back VEST
  - of the launch of the ONEfee and retirement offering • The focus is on the ramp-up for the face-to-face
  - distribution via Independent Financial Advisors and OUTsurance Life Financial Advisors

Youi CTP Insurance rewards you • Youi CTP launched in December 2020

Youi

Youi CTP market share reached 2.2% in New South Wales
Youi is now planning to roll out CTP in the state of South Australia

Youi's partnership with Blue Zebra Insurance (BZI) continues to grow from strength to strength. BZI accounted for a material 14% of group new business premium. Total gross written premium for the financial year was $75.3 million
BZI launched on the Steadfast Client Trading Platform, a wellsupported broker platform where Youi will initially be one of three participants. Early indications of quote volumes are promising
Focus is on reducing claims and cost ratios to achieve profitability
Youi holds an option to acquire an equity interest in BZI

OUTsurance's positive traction across all its new initiatives, underpins a strong foundation for continued growth

Purpose: to provide car, van, bike and home insurance clients with great service and straightforward products at competitive prices, however they choose to interact with Hastings.

Hastings is a fast-growing, agile, digitally-focused P&C insurance provider to the United Kingdom car, van, bike and home insurance market. It has strong relationships with all the major price comparison websites, a cost-effective digital marketing model and a focus on client retention. It has more than three million live client policies and is a multi award-winning business.

Effective 16 November 2020, Hastings Group Consolidated acquired 100% of the issued shares of Hastings Group Holdings plc and delisted Hastings

Group Holdings plc. From this date, RMI became a 30% shareholder in Hastings Group Consolidated by swapping its 29.7% shareholding in Hastings Group Holdings plc for shares in Hastings Group Consolidated and acquiring an additional 0.3% of the issued shares. Sampo, a leading Nordic insurance group, acquired the other 70% of the issued shares of Hastings Group Consolidated. RMI holds an option which expires in May 2022, to acquire another 10% of Hastings Group Consolidated from Sampo at the transaction price.

Key features of Hastings' performance in 2021

As Hastings has a 31 December year-end, these results relate to the six months ended 30 June 2021, with comparatives for the six months ended 30 June 2020.

7% decrease in gross written premiums to £481 million (2020: £515 million) reflects a mix change towards lower risk market segments
4% increase in live client policies to 3.1 million (2020: 3.0 million), with continued strong retention ratios and a stable retail income
27% increase in home insurance policies to 300 000 in force
Loss ratio of 63.4%, down from 75.6% in the previous year. Increased pandemicrelated uncertainty on bodily injury claims has resulted in the continued application of reserving caution. Claims frequency has increased from the lows in 2020, however, it remains below 2019 levels as a result of the ongoing pandemic
19% increase in operating profit to £93 million (2020: £78 million)1 , predominantly driven by policy growth and the improvement in loss ratio
24% increase in normalised earnings to £69.2 million (2020 £55.7 million)

1. Refers to operating profit of Hastings Group Holdings

Entrepreneurial leadership
A strong foothold in the price comparison website market in the United Kingdom
Consistent innovation
Growth trajectory
Collaboration with OUTsurance and Sampo (and its P&C subsidiaries)

What differentiates Hastings Hastings in numbers

INTRINSIC VALUATION R32.6 billion NORMALISED EARNINGS R2 066 billion

7% DECREASE IN GROSS WRITTEN PREMIUMS TO £480.9 million

Key operational focus areas

DIGITAL

New mobile quote and buy platform
Next generation mobile application
New functionality: policy changes, claims, renewals
Digital adoption drive

CUSTOMER RETENTION

New pricing models (including Financial Conduct Authority pricing practices)
Second generation price comparison website renewals 'loyalty tool'
New digital renewals capability
Customer service improvement plan
Brand and comms relaunch

PRICING AND ANTI-FRAUD

Next generation PCW market, lifetime value and fraud models
New cloud-based data platform
Alternative risk pricing models
Significant data
Enrichment pipeline
Footprint expansion testing

CLAIMS TRANSFORMATION

Optimisation of new claims repair partners
Advanced claims analytics
New bodily injury approach (fraud, Whiplash Reform)
Automation and digitalisation

Hastings is targeting new business and key operational sectors to drive

profitable growth

HOME
Strengthened leadership and pricing team
New models and data enrichment
New internal claims capabilities
New policy wording and excesses
Panel insurer hosted pricing

NEW PROPOSITIONS

New multi-car launch
New app-based telematics proposition rollout
Test and learn approach to other products

Playing a meaningful and active role in transforming the South African asset management industry, both now and over the long term

Our unlisted growth businesses

RMI has a proven track record of investing in and partnering with early-stage technology-enabled and unique business models

Through our growth businesses, we are ideologically positioned to create a more inclusive economy

Our emerging businesses are key elements of RMI's ambition to support new initiatives and invest in all life stages by:

Creating the largest affiliate asset manager group in South Africa through patiently building the next generation of significant and independent investment management businesses RMI INTEGRATED REPORT 2021 2021 28 STRATEGIC REPORT STRATEGIC REPORT VALUE CREATING BUSINESS MODEL APPROACH TO SUSTAINABILITY GOVERNANCE SHAREHOLDER INFORMATION

Investing in, partnering and growing early-stage fintech business through the AlphaCode portfolio companies

Various AlphaCode programmes and the Additiv fund with a bias towards supporting and building blackowned and managed fintech and technology-enabled businesses

IDENTIFY & PARTNER

RMI INVESTMENT MANAGERS GROUP

Purpose

Enable RMI's access to a differentiated part of the investment industry through minority equity stakes in boutique investment managers

Strategic ambition

To build the next generation of independent investment management businesses and enable them to reach their full potential. Indirectly play our part in cultivating a savings culture in South Africa while transforming our portfolio companies to reflect the society they ultimately serve

RMI Investment Managers will achieve its ambition by:

Identifying South Africa's best investment management teams that are culturally aligned and share similar values, have an owner-manager mindset with a clear and independent vision

Partnering with these teams by becoming a long-term, supportive, non-interfering and patient shareholder in their business

Growing these businesses by providing comprehensive strategic support and an enabling platform including operational, governance, financial support, distribution support, succession planning, talent management and board representation. In addition, the team provides strategic advice in terms of raising retail assets and enhancing the affiliates' brand presence and credibility

Current portfolio of affiliates and effective % shareholding

AFFILIATE
-----------	--

2015

2016

CoreShares Holdings	14.1%
NorthStar Asset Management	15.3%
Perpetua Investment Managers	7.7%

Granate Asset Management	15.3%
Sentio Capital Management	15.3%
PolarStar Management	25.0%
Sesfikile Capital	12.5%

2017	Truffle Capital	14.9%
	Ethos Private Equity	11.7%
2018	Visio Fund Management	16.8%

Growth horizons Identifying and constructing a diversified portfolio of suitable, independent affiliate managers with high growth potential Start-up (0 – 5 years) 2016 – 2021 Sustaining a thriving affiliate portfolio with strong brand equity which is highly cash generative and positively impacting the savings culture in South Africa Mature (10 years +) 2026 onwards Supporting, optimising and empowering the portfolio with a focus on achieving scale, relevance and operating leverage Emerging (5 – 10 years) 2021 – 2026 2021: RMI Investment Managers has reached its five-year milestone and despite a challenging environment, the portfolio remained resilient with good progress made on AUM growth, product expansion and transformation, supported by our partners at Momentum Metropolitan and Royal Bafokeng Holdings PARTNER & GROW RMI INTEGRATED REPORT 2021 2021 29 STRATEGIC REPORT STRATEGIC REPORT VALUE CREATING BUSINESS MODEL APPROACH TO SUSTAINABILITY GOVERNANCE SHAREHOLDER INFORMATION

AUM overview for the period under review

AUM DIVERSIFICATION BY ASSET CLASS

24% INCREASE IN TOTAL PORTFOLIO AUM TO R168billion (+R32.9 billion)

38% INCREASE IN ALTERNATIVE STRATEGY AUM (HEDGE FUND AND PRIVATE EQUITY) TO

AUM DIVERSIFICATION BY MANDATE

net inflows and strong fund returns

Portfolio performance and future outlook Key features of RMI Investment Managers'

performance in 2021

Despite the extremely difficult operating environment, the affiliate portfolio of RMI Investment Managers remained resilient. The diversified nature of the affiliate portfolio and the asset classes under management, together with good growth in AUM and strong performance in fee earnings, resulted in a better than expected financial performance. AUM increased 24% (up R32.9 billion) to R168 billion in 2021, reflecting the strong bull market in South African equities (up 25%), global equities (up 16%) and South African bonds (up 14%). The total net inflows across the portfolio amounted to R5 billion for the period. The R5.8 billion invested into retail portfolios resulted in a 37% increase in total retail AUM. Alternative strategies (hedge funds and private equity) increased by 38% with R35 billion under management. RMI INTEGRATED REPORT 2021 2021 31 STRATEGIC REPORT STRATEGIC REPORT VALUE CREATING BUSINESS MODEL APPROACH TO SUSTAINABILITY GOVERNANCE SHAREHOLDER INFORMATION

The business, now in its sixth year of partnering with a select group of independent South African boutique asset management firms, is largely in a consolidation phase. Its efforts are mainly focused on optimising its existing portfolio through strong, supportive, non-interfering partnerships with these affiliate managers. During the year under review, this included expanding its asset class reach by supporting the expansion of new products, which enabled the overall breadth of the affiliate stable to mature in a healthy organic manner. In December 2020, RMI Investment Managers reached an agreement to dispose of its 30% interest in Tantalum Capital to Laurium Capital. However, it continues to hold an economic interest in the merged entity through an agreed 24-month agterskot mechanism.

RMI Investment Managers and its shareholders recognise the importance of empowerment and playing a meaningful and active role in transforming the asset management industry in South Africa, through partnering and growing the next generation of significant investment management businesses. An agreement was reached during the period under review with Royal Bafokeng Holdings to extend its empowerment partnership to a wider group of affiliates. RMI Investment Managers believes that this transaction will provide an important growth catalyst to its affiliates and assist them in becoming leading players in the South African asset management industry.

Royal Investment Managers is a joint venture between RMI Investment Managers and Royal Bafokeng Holdings. The portfolio performed marginally below expectations, largely due to the difficult year where the impact of Covid-19 affected some businesses more than others. During the period under review, Royal Investment Managers finalised terms with Balondolozi Investment Services to convert its 30% equity stake acquired in December 2017 into a quasi-debt instrument on favourable terms.

Future outlook

Management's view is that the portfolio composition is largely complete and balanced. RMI Investment Managers will remain opportunistic as it might relate to refining or expanding its portfolio to further enhance its overall positioning across the asset management value chain.

The team is focused on entrenching its value-add model to accelerate scale, profitability, AUM growth and relevance of its affiliates.

RMI Investment Managers will ensure that its reputation as a trusted, value-adding but non-interfering shareholder of choice for the independent asset management industry remains a core philosophy.

The team and its partners in Momentum Metropolitan and Royal Bafokeng Holdings remain excited and committed to working with its affiliates to support their growth.

AlphaCode Grow

A growth capital portfolio of South African-led, globally relevant fintech businesses

AlphaCode Grow strives to be a value-adding partner to the businesses in the portfolio and, over the past few years, has been actively involved with the portfolio companies across various projects and initiatives: appointing expert board members, recruiting top talent, designing effective remuneration structures, optimising operating models, implementing new capital structures and providing followon capital.

AlphaCode portfolio

Entersekt, a leader in authentication application security and payments enablement technology, offering a highly scalable solution set with a track record of success across multiple continents. AlphaCode Grow first invested in Entersekt in 2016 when it was mainly operating in South Africa. Since then, through our partnership and the access to growth capital it provided, Entersekt has grown into an internationally diversified business with high-calibre international partnerships such as Mastercard, Temenos and Netcetera. Entersekt has won the Best Mobile Security Technology award in the annual Banker Africa Southern Africa Banking Awards three years in a row and continues to be recognised as a global leader in authentication.

Guidepost, a high-touch health insurtech innovator that enables highly personalised, data-driven diabetes management at scale. Guidepost makes it easy for everyone with diabetes to be healthy by providing its proprietary data-centric technology platform to service healthcare, pharma, life insurance and health insurance clients. In South Africa, Guidepost has served over 23 000 patients for leading insurer and healthcare brands like Novo Nordisk, Sanofi, Sanlam Insurance, Discovery Health and Discovery Life. We are excited about the appointment of Herschel Meyers, former Discovery Life CEO, as chairperson of Guidepost and look forward to leveraging his expertise and entrepreneurial flair to grow this business.

Prodigy Finance, an international fintech platform offering loans to postgraduate students attending top universities. AlphaCode Grow invested in Prodigy Finance when the business had issued approximately US$0.5 billion in loans in students. Today, as Prodigy Finance matures, it has more than doubled in size, providing over US$1 billion in loans, supporting over 20 000 international students and gained institutional investors such as Deutsche Bank, Goldman Sachs and the Canadian Pension Fund. Prodigy Finance was named as one of the top fintech start-ups in the United Kingdom in 2020 by Tracxn.com and continues to attract international attention. The business is well capitalised with an optimised operating model, setting it up for profitability over the coming year. RMI INTEGRATED REPORT 2021 2021 32 STRATEGIC REPORT STRATEGIC REPORT VALUE CREATING BUSINESS MODEL APPROACH TO SUSTAINABILITY GOVERNANCE SHAREHOLDER INFORMATION

Merchant Capital, a provider of alternative sources of working capital for small and medium-sized enterprises in South Africa. AlphaCode Grow invested in Merchant Capital in 2015. Standard Bank has since joined AlphaCode Grow as a large strategic investor. Through this partnership, substantial distribution synergies are being unlocked and new products are being developed. Merchant Capital has gained global recognition and was awarded Best Small Business Funding Solution in South Africa in the United Kingdom-based Wealth & Finance magazine's 2020 FinTech Awards. Having invested in Merchant Capital at an early stage, AlphaCode Grow has matured the business to the point where it now has third-party capital and is cash

generative.

We are excited about the growth prospects of the AlphaCode Grow portfolio and are committed to continuing our engagements as a long-term, supportive and active shareholder. We are impressed at how the AlphaCode companies have navigated a very difficult 18 months, have attracted growth funding from blue chip investors and are recognised as leaders in their chosen markets. The portfolio companies are on a path to profitability, are well positioned to take advantage of growth opportunities and are set to become meaningful contributors to the RMI portfolio.

The impact of AlphaCode Grow

AlphaCode Grow is one of the largest venture capital investors in South Africa with a portfolio of approximately R930 million. The businesses are all led by South African entrepreneurs but are globally relevant and recognised internationally. The portfolio is fast-growing, having achieved 5.5 times revenue growth over the past four years and its first exit when it sold its stake in Luno to United States (US) cryptocurrency firm, Digital Currency Group.

AlphaCode timeline

AlphaCode Explore, Incubate and Invest

Entrepreneurship with social impact – using innovative ways to develop solutions using existing business techniques and strategies to drive social change

AlphaCode Explore is an initiative aimed at upskilling those interested in entrepreneurship using thought leadership events, workshops, masterclasses and peer learning sessions. A major project run within the initiative in the past year was a programme working with eight black female entrepreneurs spread across Johannesburg (including those from townships in and around the city). The project assisted the women to refine their business ideas, equip them with proven entrepreneurial frameworks and showcased how they could leverage technology as an enabler to grow their businesses.

AlphaCode Incubate is an important element of RMI's enterprise supplier development programme,

which is biased towards black-owned businesses. In the 2021 financial year, ten businesses were selected for the Incubate programme with R12.5 million of support which included R4 million of grant funding, more than 20 workshops, over 1 100 expert hours and the use of the co-working space.

We are very proud of what the AlphaCode Incubate entrepreneurs have achieved and the impact they are having in the market. One of the 2021 AlphaCode Incubate participants, Matchkit, helped South Africa Hockey crowdfund its way to the Tokyo Olympics with more than R250 000 raised, and played an instrumental role in facilitating a crowdfunding raise of more than R400 000 to contribute to the bonuses paid to the

South African Olympians who received medals in Tokyo.

After the first 12 weeks of the programme, AgriKool (another of the 2021 participants) grew their revenue by 100%. They have since gone on to secure pilots with Boxer, RSA Group and Freshmark, thereby creating further access to commercial markets for the 203 emerging peri-urban and rural smallholder farmers they service.

AlphaCode Incubate, Explore and Invest are run by Additiv, an enterprise and supplier development vehicle, facilitating business growth and providing seed funding to early stage fintech and related vertical businesses. RMI was the seed investor in Additiv as part

AlphaCode has recognised the need for very early-stage and seed funding in the South African entrepreneurial landscape and has launched its maiden seed fund, AlphaCode Invest. RMI is the anchor investor and the fund is a qualifying enterprise supplier development vehicle which will provide equity funding in the form of convertible notes of R1.0 to R2.0 million for early stage financial services (and related) entrepreneurs. The fund works closely with the AlphaCode Incubate programme, which offers a pipeline of start-ups and a proven base of mentor and entrepreneurial support to investees.

of its support of South Africa's entrepreneurial eco-system. Additiv is responsible, on behalf of AlphaCode, for delivering on the requirements of AlphaCode Incubate, Explore and Invest. Additiv is led by a dynamic entrepreneurial black management team who are seasoned experts in the entrepreneurial development field and are representative of the programme participants.

AlphaCode Explore, Incubate and Invest recognise the importance of building a pipeline of strong South African entrepreneurs who can use technology and creativity to solve some of South Africa's challenges and capitalise on the opportunities in the under-served financial services sector. Additiv will look to work with like-minded partners and investors over the coming year to expand the current programmes. By leveraging partner enterprise supplier development budgets, AlphaCode will continue to identify, partner and grow extraordinary financial services entrepreneurs through world-class, structured, prestigious interventions that have a meaningful impact in South Africa. RMI INTEGRATED REPORT 2021 2021 34 STRATEGIC REPORT STRATEGIC REPORT VALUE CREATING BUSINESS MODEL APPROACH TO SUSTAINABILITY GOVERNANCE SHAREHOLDER INFORMATION

The social impact

NUMBER OF YEARS ALPHACODE HAS BEEN RUNNING

INVESTED IN NEXT GENERATION FINANCIAL SERVICES BUSINESS

R850 MILLION

PROVIDED IN GRANT FUNDING TO BLACK-OWNED FINANCIAL SERVICES BUSINESSES R53 MILLION

BUSINESSES SUPPORTED THROUGH INCUBATORS AND ACCELERATORS 41

BUSINESSES ASSESSED FOR INVESTMENT

STUDENTS TRAINED IN DATA SCIENCE AND ENTREPRENEURSHIP

OUR LISTED PORTFOLIO

Core purpose: Make people healthier and enhance and protect their lives

Strategic enablers – the Discovery brand, its people and technology

Discovery is a global, integrated financial services organisation that uses a pioneering shared value insurance model across businesses to achieve its core purpose of making people healthier and enhancing and protecting their lives.

It is a South African-founded diversified financial services organisation that operates in health insurance, life insurance, long-term savings and investments, short-term and commercial insurance, banking and behaviour change programmes.

Since its inception over two decades ago it has been guided by its core purpose, which has manifested in a globally recognised shared value insurance model underpinned by its leading behaviour change platform, Vitality. The Vitality platform has been exported to 22 countries, reaching more than 40 million lives.

What differentiates Discovery

Visionary, ambitious leadership
Diversified earnings base and continual investment in new initiatives
Globally recognised business model
Excellent growth
Ease of international expansion

Discovery in numbers

Key features of Discovery's performance in 2021

5% increase in gross inflows under management to R162.0 billion
12% increase in insurance premium revenue to R56.8 billion
11% increase in total new business annualised premium income to R22.6 billion and retention levels across the group were strong
7% increase in normalised profit from operations to R6.5 billion, notwithstanding a R2.4 billion Covid-19 related impact for Discovery Life (R1.1 billion in the previous year), with Discovery Health's 7% increase in normalised operating profit to R3.4 billion being the largest contributor
Successful execution of the management plan at VitalityLife contributed to a strong recovery in results with a contribution of R644 million to normalised profit from operations
The loss incurred by Discovery Bank decreased by 7% to R1.1 billion. Its focus remains on strong, high-quality client and deposit growth while deliberately pursuing a prudent, quality-focused credit strategy
9% decrease in normalised headline earnings to R3.4 billion impacted by R389 million pre-tax mark-to-market foreign currency losses (R578 million pre-tax gains in prior year) arising from the Rand recovery during the year under review
Nine-fold growth in headline earnings to R3.0 billion, as long-term interest rates stabilised in South Africa and the United Kingdom resulting in materially lower economic basis changes than in the preceding period
5% decrease in embedded value to R74.6 billion
All Discovery's businesses have capital metrics above their set targets (an excess of liquid assets above minimum regulatory capital requirements of R13.4 billion)
No final dividend declared in light of the uncertain and potentially volatile economic environment as a result of the Covid-19 pandemic

Future growth

Discovery has announced that to fund future growth prospects at Ping An, it requires a capital raising. Discovery's contribution to this raising is approximately R1.5 billion. To the extent that Discovery funds this growth opportunity through equity rather than debt, RMI will support it and intends to participate in this capital raising.

www.discovery.co.za

Purpose: To enable businesses and people from all walks of life to achieve their financial goals and life aspirations, which is underpinned by values that reflect its priorities and the beliefs by which it conducts itself.

Momentum Metropolitan is an insurance-based financial services group listed on the JSE. It operates primarily in South Africa, with insurance interests in select African countries, the United Kingdom (asset management) and India (health). The core businesses of Momentum Metropolitan offer life and P&C insurance, asset management, savings, investment, healthcare administration and employee benefits. Their product and service solutions are provided to all market segments through the Momentum and Metropolitan operating brands. RMI INTEGRATED REPORT 2021 2021 36 STRATEGIC REPORT STRATEGIC REPORT VALUE CREATING BUSINESS MODEL APPROACH TO SUSTAINABILITY GOVERNANCE SHAREHOLDER INFORMATION

What differentiates Momentum Metropolitan

Execution through empowered end-to-end businesses
Synergistic portfolio of value creating businesses strategically aligned and managed for sustainability
Strong adviser brand equity and relationships
Meets a wide range of client needs through a comprehensive but flexible product set
High level of cash generation
Traditionally produced a high dividend yield
Established, stable, responsible business with a long-term perspective

Momentum Metropolitan in numbers

11% INCREASE IN MARKET CAPITALISATION TO

R29.2 billion (2020: R26.4 billion)

34% DECREASE IN DILUTED NORMALISED EARNINGS TO

R1 007 million (2020: R1 521 million)

16 483 employees

TOTAL CLAIMS PAID R21.6 billion

93% DECLINE IN OPERATING PROFIT TO

R73 million LARGELY DUE TO COVID-19 IMPACT

(2020: R1 001 million)

R836 billion AUM AND ADMINISTRATION

31% INCREASE IN VALUE OF NEW BUSINESS PREMIUMS TO

R65.9 billion (2020: R50.4 billion)

9% INCREASE IN EMBEDDED VALUE (EV) TO

R41.3 billion AND RETURN ON EV (ROEV) OF 7.3% (2020: ROEV of 3.7%)

Key features of Momentum Metropolitan's performance in 2021

93% decline in operating profit to R73 million largely attributable to prolonged negative impact of Covid-19 and allowance made for anticipated future impacts from the third and possible fourth wave of the pandemic
34% decrease in diluted normalised earnings to R1.0 billion, also largely due to the impact of Covid-19. Excluding the impact of Covid-19 and investment variances the group's normalised earnings would have been R3.5 billion
Covid-19 provision increased by R2.2 billion in 2021 of which R2.1 billion related to mortality
31% improvement in new business volumes to R65.9 billion on a present value of new business premiums basis driven by:
- excellent performance of Momentum Wealth investment platform business
- exceptional growth in new business and a change in new business mix to more protection business delivered by Metropolitan Life
- an increase in both Momentum Life's protection and savings new business volumes
- pleasing new business volume growth in Momentum Metropolitan Africa
Outstanding growth in value of new business to R725 million driven by strong new business volumes, excellent expense management and a sustained focus on improving new business quality and mix towards higher margin products
The group remains well-capitalised, with group solvency cover ratio (SCR) of 1.5 times (2020: 1.6 times) and regulatory solvency position of all entities within target ranges
The group has built a foundation and capabilities that have improved its competitive position and created a strong foundation from where it can continue to grow

Future focus

It has launched its Reinvent and Grow strategy for the next three years, the key elements of which include:
- significant focus on an investment in digital initiatives to generate efficiencies and to improve the ease of doing business for its clients and advisers
- further focus and growth of existing distribution channels, complimented by the development of alternative distribution opportunities
- targeting normalised headline earnings for the group of between R4.6 billion to R5.0 billion by 2024
- dynamic and disciplined management of group capital, with the objective of improving the return on equity of the group from18% to 20% by 2024

For more information see the Momentum Metropolitan integrated report for 2021 at: www.momentummetropolitan.co.za

FINANCIAL REVIEW

Key performance indicators

FINANCIAL REVIEWfor the year ended 30 June 2021Key performance indicators
		2017	2018	2019	2020	2021	% changefor 2021	5-year% CAGR1
Normalisedearnings(excludingOUTsuranceHastings)HastingsDiscoveryMetropolitanMomentumOther2	millionR	2463191846563208(5)	2639275840152003(25)	2390194103553074(22)	2218172037471521(10)	2535206634061007142	1420(9)(34)>100	12(8)(25)>100
GroupnormalisedearningsOUTsurance(excludingHastings)HastingsDiscoveryMetropolitanMomentumFundingandholdingcompany costsOther2	Rmillion	392720922461167816(389)(5)	426623337781356508(684)(25)	408121455521261825(680)(22)	30862008486933407(738)(10)	35452296585850269(597)142	151420(9)(34)19>100	(3)224(8)(24)(11)>100
anddividendsper shareEarningsEarningsDilutedearningsHeadlineearningsDilutedheadlineearningsNormalisedearningsDilutednormalisedearningsOrdinarydividend	cents	226.5223.0234.2230.6263.6259.7118.0	257.6252.9269.7265.0281.5276.6104.0	265.1264.0249.0247.8266.9265.5110.0	104.1102.7127.9126.2201.5199.945.0	189.2188.5191.6190.9231.4231.145.0	828450511516–	(4)(4)(5)(5)(3)(3)(21)
Dividendcover– Headlineearnings– Normalisedearnings	times	2.02.2	2.62.7	2.32.4	2.84.5	4.35.1
Equity	millionR	20490	23704	26141	27545	29014	5	9
Share price– Closing– High– LowMarket capitalisationVolume of shares traded	centsmillionRmillion	3 8994 5993 76058 707494	3 7454 7403 53957 026427	3 3974 1443 10152 036356	2 9203 5281 73344 729460	3 1343 4042 81948 007517	7(4)63712	(5)(7)(7)(5)1
1. Compound annual growth rate2. Other includes RMI, RMI Investment Managers, Merchant Capital, Entersekt, Prodigy, Guidepost and consolidation entries									RMI INTEGRATED REPORT 2021

Financial overview

Sources of normalised earnings

RMI regards normalised earnings as the appropriate basis to evaluate business performance as it eliminates the impact of non-recurring items and accounting anomalies. The total normalised earnings of RMI's portfolio companies for the year under review are listed in the table below:

R million	2021	2020	%change
OUTsurance (excluding Hastings)	2 535	2 218	14
– OUTsurance (including Hastings)	2 779	2 411	15
– Hastings included in OUTsurance	(244)	(193)	(26)
Hastings	2 066	1 720	20
RMI Investment Managers and AlphaCode	142	(10)	>100
Discovery	3 406	3 747	(9)
Momentum Metropolitan	1 007	1 521	(34)

A detailed reconciliation between reported headline earnings and normalised earnings has been provided in the annual financial statements of the respective portfolio companies. The annual financial statements of these portfolio companies are available on their respective websites.

RMI's consolidated normalised earnings for the year under review are listed in the table below:

R million	2021	2020	%change
OUTsurance (excluding Hastings)	2 296	2 008	14
– OUTsurance (including Hastings)– Hastings included in OUTsurance	2 513(217)	2 180(172)	15(26)
HastingsRMI Investment Managers and AlphaCodeDiscoveryMomentum MetropolitanFunding and holding company costs	585142850269(597)	486(10)933407(738)	20>100(9)(34)19
Normalised earnings	3 545	3 086	15
Normalised earnings per share (cents)	231.4	201.5	15

Market value of investments

The internal valuation of OUTsurance (excluding its stake in Hastings) increased by 11%
The internal valuation of RMI's effective stake in Hastings increased by 20%
The value of RMI's investments in RMI Investment Managers and AlphaCode investments increased by 6%
Discovery's share price increased by 21% (2020: decreased by 30%)
Momentum Metropolitan's share price increased by 11% (2020: decreased by 7%) As at 30 June

		Market value of investments
		The intrinsic value of RMI's portfolio increased by 19% during the year ended 30share price increased by 7% (2020: decreased by 14%), compared to a 9% increase in the lifeinsurance index (2020: decreased by 26%) and a 3% decrease in the non-life insurance index(2020: decreased by 7%). RMI has delivered a total annual compound return to shareholders of15.7% since its listing in March 2011.The individual investment performances during the 2021 financial year are outlined below:			June 2021. RMI's
For the year ended		•The internal valuation of OUTsurance (excluding its stake in Hastings) increased by 11%
30 June		•The internal valuation of RMI's effective stake in Hastings increased by 20%
	%change	•The value of RMI's investments in RMI Investment Managers and AlphaCode investmentsincreased by 6%
		•Discovery's share price increased by 21% (2020: decreased by 30%)
		•Momentum Metropolitan's share price increased by 11% (2020: decreased by		7%)
			As at 30 June
				2020	%change
		R million	2021
		Internal valuation of unlisted investments1	46 295	41 223
		OUTsurance (excluding Hastings)2Hastings3RMI Investment Managers and AlphaCode4	35 4299 2581 608	32 0247 6841 515	121120
		Market value of listed investments	28 631	24 293
For the year ended30 June		Discovery5Momentum Metropolitan5	20 8117 820	17 2317 062
	%	Gross value of portfolioNet liabilities of holding company6	74 926(8 485)	65 516(9 808)
	change	Net value of portfolio7	66 441	55 708
		Net value of portfolio per share (cents)	4 337	3 637	18211114131919
		Notes:1. Discounted cash flow valuations which, it should be noted, are majority or controlling interest valuation methodologies2. Based on an internal discounted cash flow management model that has been independently verified3. A discounted cash flow valuation was performed as at 30 June 2021. The 30 June 2020 valuation represents the closing market priceof Hastings on the London Stock Exchange (Hastings was subsequently delisted on 16 November 2020). The ZAR:GBP exchange rateas at year-end was used to translate the GBP valuation into ZAR4. The investments in RMI Investment Managers and AlphaCode are shown at the internal management valuation. RMI sold its stake inLuno in September 2020, the proceeds of which are included in the net liabilities of the holding company5. Market capitalisation on 30 June 2021
		6. The net liabilities of the holding company include all the liabilities and assets at holding company level other than the investmentsshown separately in the table above. Not all the assets included in the calculation are cash or cash-like7. The information in the table above does not include a provision for capital gains tax. The size of RMI's investments or interests in its

Segmental report

Segmental report
The segmental analysis is based on the management accounts prepared for RMI:
AuditedR million	OUTsurance	Hastings	Discovery	MomentumMetropolitan	Other¹	RMI
Year ended 30 June 2021Net incomeInterest receivedPolicyholder benefits and transfer to policyholder liabilitiesDepreciationAmortisationOther expensesFinance costsFair value adjustment to financial liabilitiesShare of after-tax results of associates	18 568284(9 501)(129)(20)(5 302)(9)(140)68	––––––––184	––––––––790	––––––––108	7592–(7)–(140)(617)–57	18 643376(9 501)(136)(20)(5 442)(626)(140)1 207
Profit/(loss) before taxationTaxation	3 819	184	790	108	(540)	4 361
Profit/(loss) for the yearHastings included in OUTsurance	(1 115)2 704(61)	–18461	–790–	–108–	(24)(564)–	(1 139)3 222–
Profit/(loss) for the year	2 643	245	790	108	(564)	3 222
Normalised earningsHastings included in OUTsurance	2 779(244)	341244	850–	269–	(694)–	3 545–
Normalised earnings	2 535	585	850	269	(694)	3 545
As at 30 June 2021AssetsInvestments in associatesIntangible assets	20 8533 716213	–6 184–	–12 482–	–6 149–	3 697770–	24 55029 301213
Total assetsHastings included in OUTsurance	24 782(3 627)	6 1843 627	12 482–	6 149–	4 467–	54 064–
Total assets	21 155	9 811	12 482	6 149	4 467	54 064
Total liabilities	13 186	–	–	–	11 864	25 050
1. Other includes RMI, RMI Investment Managers, Merchant Capital, Entersekt, Prodigy, Guidepost and consolidation entries							RMI INTEGRATED REPORT 2021202139

Segmental report (continued)

Segmental report (continued)
AuditedR million	OUTsurance	Hastings	Discovery	MomentumMetropolitan	Other¹	RMI
Year ended 30 June 2020
Net income	16 405	–	–	–	81	16 486
Policyholder benefits and transfer to policyholder liabilities	(8 180)	–	–	–	–	(8 180)
DepreciationAmortisation	(124)(10)	––	––	––	(1)–	(125)(10)
Other expenses	(4 641)	–	–	–	(124)	(4 765)
Finance costs	(8)	–	–	–	(681)	(689)
Fair value adjustment to financial liabilities	(139)	–	–	–	–	(139)
Share of after-tax results of associates	120	231	49	24	(165)	259
Profit/(loss) before taxation	3 423	231	49	24	(890)	2 837
Taxation	(988)	–	–	–	(43)	(1 031)
Profit/(loss) for the year from continuing operations	2 435	231	49	24	(933)	1 806
Profit for the year from discontinued operations	104	–	–	–	–	104

Profit/(loss) for the yearHastings included in OUTsurance	2 539(116)	231116	49–	24–	(933)–	1 910–

Profit/(loss) for the year	2 423	347	49	24	(933)	1 910
Normalised earnings	2 411	293	933	407	(958)	3 086
Hastings included in OUTsurance	(193)	193	–	–	–	–
Normalised earnings	2 218	486	933	407	(958)	3 086
As at 30 June 2020
Assets	19 462	–	–	–	2 514	21 976
Investments in associates	3 732	6 388	12 017	6 305	846	29 288
Intangible assets	117	–	–	–	–	117
Total assets	23 311	6 388	12 017	6 305	3 360	51 381
Hastings included in OUTsurance	(3 640)	3 640	–	–	–	–
Total assets	19 671	10 028	12 017	6 305	3 360	51 381
Total liabilities	11 825	–	–	–	12 011	23 836
1. Other includes RMI, RMI Investment Managers, Merchant Capital, Entersekt, Prodigy, Guidepost, Luno and consolidation entries

							RMI INTEGRATED REPORT 20212021

Geographical segments

AuditedR million	SouthAfrica	Australia	UnitedKingdom	RMI

Year ended 30 June 2021Net income	10 751	8 268	–	19 019
Policyholder benefits and transfer to
policyholder liabilities	(5 074)	(4 427)	–	(9 501)
Other expenses	(3 585)	(2 779)	–	(6 364)
Share of after-tax results of associates	633	–	574	1 207
Profit before taxation	2 725	1 062	574	4 361
Taxation	(796)	(343)	–	(1 139)
Profit for the year	1 929	719	574	3 222
As at 30 June 2021
Assets
Property and equipment	364	692	–	1 056
Investments in associates	19 490	–	9 811	29 301
Financial assets	6 788	6 104	–	12 892
Other assets	3 977	6 838	–	10 815
Total assets	30 619	13 634	9 811	54 064
Liabilities
Insurance contract liabilities	2 785	7 526	–	10 311
Other liabilities	12 825	1 914	–	14 739
Total liabilities	15 610	9 440	–	25 050

AuditedR million		SouthAfrica	Australia	UnitedKingdom	RMI
Year ended 30 June 2020Net incomePolicyholder benefits and transfer to		9 475	7 011	–	16 486
policyholder liabilitiesOther expenses	Share of after-tax results of associates	(4 454)(3 413)538	(3 726)(2 315)–	––(279)	(8 180)(5 728)259
Profit/(loss) before taxationTaxation		2 146(742)	970(289)	(279)–	2 837(1 031)
operationsProfit for the year from discontinuedoperations	Profit/(loss) for the year from continuing	1 404–	681104	(279)–	1 806104
Profit/(loss) for the yearAs at 30 June 2020		1 404	785	(279)	1 910
AssetsProperty and equipmentInvestments in associates		33619 260	824–	–10 028	1 16029 288
Financial assetsOther assets		6 6502 263	5 9946 026	––	12 6448 289
Total assets		28 509	12 844	10 028	51 381
LiabilitiesInsurance contract liabilitiesOther liabilities		2 61710 471	6 9841 621	–2 143	9 60114 235
Total liabilities		13 088	8 605	2 143	23 836
				RMI INTEGRATED REPORT 2021	202141

VALUE CREATING BUSINESS MODEL 46 Material matters, risks and opportunities STRATEGIC REPORT VALUE CREATING BUSINESS MODEL VALUE CREATING BUSINESS MODEL APPROACH TO SUSTAINABILITY GOVERNANCE SHAREHOLDER INFORMATION

FOCUS COLLABORATE GROW

43 Business model in action
44 Value creating partnerships
45 Operating environment

BUSINESS MODEL IN ACTION

Our interaction with the resources and relationships on which our business model depends influences whether we create, preserve or erode value over time.

INPUTS

The resources we draw on

Financial capital

• Attributable earnings and dividends from our portfolio companies, debt arrangements and access to equity capital (where appropriate)

Manufactured capital

• The structures and fixed and technological assets

Human capital

The skills, experience and specialised knowledge of our employees
Diversity in thought, representation and composition of our businesses
Our investment in employee training and development
Our entrepreneurial aspirational and values-driven culture
Talent management and succession planning

Intellectual capital

The intellectual property and organisational knowledge that differentiate us
Our brand and reputation
Robust governance structures and risk and opportunity management

Social and relationship capital

Our collaborative value creating partnerships
The value we have created through our investment in enterprise and supplier development through AlphaCode
Contribution to venture capital and black-owned technology businesses through Additiv

Natural capital

• Our use of and impact on natural resources in our operations, including energy, water and climate and our influence on the approach of our portfolio companies

OUTPUTS

Our portfolio companies

OUTCOMES

Value for our stakeholders

Financial capital

R48.0 billion market capitalisation (2020: R44.7 billion)
R66.4 billion NAV of portfolio (2020: R55.7 billion)
R3 545 million in normalised earnings (2020: R3 086 million)
15.7% per annum compound TSR since listing in 2011
R11.8 billion in gross debt (2020: R11.8 billion)

Manufactured capital

• Digital and technology infrastructure enables our employees to work remotely during the Covid-19 pandemic

Human capital

12 employees (2020: 18 employees)
R47 million paid in salaries and benefits
Investment in employee development

Intellectual capital

Development and implementation of our evolved strategy and purpose
Well-defined and effective approach to governance, consistent with good practice
Compliance with all appropriate legislative and regulatory requirements
Impact of our active approach to engagement on the governance practices of our portfolio companies

Social and relationship capital

Collaboration platform sharing knowledge and best practice across our businesses with tangible financial benefits
R13.0 million investment in our AlphaCode Incubate enterprise and supplier development programme
Impact of our active approach to engagement on the social performance of our portfolio companies
R10.4 million invested in assisting individuals, businesses and non-profit organisations impacted by Covid-19

Natural capital

More efficient use of electricity and water in our new five-star green office building
Impact of our active approach to engagement on the ESG performance of our portfolio companies

Legend: Value created Value maintained Value eroded

GROW

VALUE CREATING PARTNERSHIPS

Value creation through collaborative stakeholder engagement

It is our unique partner attributes that have differentiated us in the past and will continue to do so in the future.

RMI has a team of dedicated professionals at the holding company that share the RMI values and culture of partnership, and are committed to excellence, creativity and impact.

RMI's unique, active, collaborative partnerships with our portfolio companies are truly value creating. We choose to invest in businesses whose management teams share similar values, perspectives and a collaborative mindset. Through this approach we have been part of the evolution of businesses, such as OUTsurance, Discovery and Momentum Metropolitan from inception to well-established and managed businesses.

Our most recently established partnership with leading Nordic insurance group, Sampo, led to RMI and OUTsurance increasing our shareholding to 30% in United Kingdom-based P&C insurer Hastings. Sampo holds the remaining 70% interest in this now delisted entity.

For more information see: www.sampo.com

For more information see: www.hastingsgroup.uk

RMI, OUTsurance, Youi and Hastings are combining their respective experience as long standing owners and operators of insurance businesses in difference geographies to share a collaboration platform and build centres of excellence and knowledge sharing across the insurance value chain.

RMI is committed to continual and transparent engagement with the investor community through the publication of our financial statements, integrated report and investor presentations, annual general meetings and bilateral engagements as required.

We have a productive and proactive engagement model with governments and regulators on matters specific to our businesses as well as broader industry and societal topics.

OPERATING ENVIRONMENT

		OPERATING ENVIRONMENTOur operating model, investment decisions and the results of our portfolio companies are impacted by factors in our external environment and theoutlook in the countries in which our businesses operate
		External factors impacting our current environment			External factors we expect to impact the environment in the years ahead
Covid-19	•ofinfections and deaths soared•beremains a challenge. Vaccination inconstraints•vaccination targets	In the second half of 2021, the Delta variant of the virus spread globally and the numberThe availability of vaccines in the developed world has raised hopes that restrictions canreduced or lifted, however, the number of people who choose not to get vaccinateddeveloping countries is lagging due to vaccine supplySouth Africa's vaccination programme got off to a slow start, but vaccines are now readilyavailable, however, vaccine hesitancy remains a challenge to reaching government	••	mutations and increased vaccination rates)ameliorate the effects	A fourth wave of Covid-19 infections is likely to affect South Africa late in 2021. Itsimpact is uncertain, however, it is expected to be less severe than the third wave thatbrought with it the extremely contagious Delta variant (assuming no furtherIt is expected that Covid-19 will be with us for some time yet, although vaccinationsand the development of effective treatment protocols is expected to, over time,
Globaleconomicrecovery	•remains to be seen and measured•pre-pandemic levels	The International Monetary Fund (IMF) expects global economic growth to rebound to5.5% in 2021, however, the effect of the latest Covid-19 wave on the global economyConsumer confidence indicators strengthened globally with retail spending approaching	•of•	Covid-19 vaccinesHowever, forecast risk remains high	The IMF expects global economic growth to expand by an additional 4.2% inbuoyed by government policy stimulus programmes and the continued roll-out	2022
SouthAfrica'srecovery	••is three notches below investment grade	GDP contracted by 7.2% in 2020 and National Treasury has predicted real economicgrowth of 3.3% for 2021. The civil unrest and looting that took place in July 2021 resultedin the economy suffering yet a further setbackRatings agencies affirmed South Africa's long term sovereign credit rating at BB–, which	•••	contain the debt-to-GDP ratio	National Treasury's real economic growth prediction for 2022 moderates to 2.2%with output and employment remaining well below pre-pandemic levels until 2023Structural constraints, the slow pace of economic reforms and low vaccination rateswill continue to constrain medium-term economic growth and limit the ability toWe remain confident that partnerships across government, economic sectors andcivil groupings should support a turnaround in the medium to long term
The UnitedKingdom'srecovery	•••Scheme is withdrawn	The Organisation for Economic Co-operation and Development (OECD) projects strongGDP growth of 7.2% in the United Kingdom during 2021 as a large proportion of itspopulation is vaccinated and restrictions on economic activity are progressively easedA rebound in consumption, in particular of services, is driving growthUnemployment is expected to peak at the end of 2021 as the Coronavirus Job Retention	•••	will continue to weigh on foreign trade.	The OECD projects GDP growth of 5.5% for the United Kingdom in 2022, followingits expected return to its pre-pandemic level in early 2022.Increased border costs following its exit from the European Union's Single MarketInflation is set to increase due to past increases in commodity prices and strongGDP growth, and should remain below the 2% inflation target
Australia'srecovery	••	The OECD projects Australia's GDP to grow by 5.1% in 2021 driven by domestic demandUntil widespread vaccination is achieved, outbreaks may necessitate further	•restrictions••	demand isstrongThe unemployment rate is expected to fall further	The OECD projects GDP growth of 3.4% in 2022. Confidence is high and labourRising incomes and a declining savings rate will support consumption
Climatechange	•by recent severe weather events.•and massive wildfires are gripping Western	The threat to human life and economic activity posed by climate change is underscoredExtreme rainfall and destructive flooding struck Western Europe and central China;unusually damaging monsoon rains fell in India andNorthAmerica	•andthe Philippines; while severe drought	severe inthe coming decade	Climate scientists warn that severe weather events will become more frequent

MATERIAL MATTERS, RISKS AND OPPORTUNITIES

Risk governance

		MATERIAL MATTERS, RISKS AND OPPORTUNITIESThrough our retrospective and forward-lookingmateriality determination process, which includesengagement with our key stakeholders, we identify thematters material to our stakeholders and our business,which then form the basis of our integrated reporting.		High risk(board focus)1237	Risk governanceOur board assumes responsibility for thegovernance of risk in RMI and it sets the directionfor how we approach and address risk. It mandatesthe audit and risk committee and social, ethics andtransformation committee to exercise ongoing
	and the risks and/or opportunities related to these matters.	In the section that follows, we have identified these material mattersRMI and its investment portfolio are exposed to a variety of risks,		Medium risk(management focus)45910	oversight of the management of our financial andnon-financial risks and compliance management.Our enterprise risk management frameworkprovides structures and processes which, together
	website at: www.rmih.co.za/investor-relations	which we continually monitor. When RMI makes a strategic decisionwe ensure that it is in line with our board-approved risk appetite andtolerance statements and our risk management strategy. A moreLegend:comprehensive analysis of our risk management process andLowfinancial risks, including those relating to the global economy andMediumcurrencies is disclosed in the management of insurance and financialHighrisk in the annual financial statements, which are available on our		Low risk(management focus)68	with the risk management culture inculcatedthroughout RMI, ensure the optimisation of our riskmanagement efforts.Operational risk and governance matters areoverseen by various committees at portfoliocompany level, with their main focus being themanagement of insurance risk, operational risk,financial risk and capital management.
Residual		The table below sets out the change in residual risk ratings from 30 June 2020 to 30 June 2021:
risk ranking	Material matters	Risk	Our response and focus on value creation
EXTERNAL RISKS
1	Covid-19	•Ongoing impact of the pandemic	•information on the pandemic, made additional provisions at year-end•		Globally, Covid-19 has disrupted business during the year under review. RMI continues to monitor theimpact the pandemic has had on life insurance providers, which has proved to be more severe thanoriginally modelled. Our portfolio companies, who had already revised their provisions to allow for newDuring the period under review the safety, health and well-being of our employees, portfolio companies andthose in our broader communities has been a key part of our response to the pandemic
2	Geographicdiversification	•Sovereign risk that could result from countrydowngrades on the equity market	•monitors the macro-economic environment in this regard•indirectly through its portfolio companies		RMI continues to maintain constructive engagement with 'SA Inc' and stakeholders, and systematicallyThe geographical diversification we have already achieved in our unlisted portfolio goes some way tomitigating this risk and future strategy is to, over time, identify new geographies either directly by RMI or
3	Climate change	•The impact of climate change on changingclaims risks and returns on investment	••		We, along with our P&C businesses, continue to review the impact of climate change and are conductingextensive research in this regard to ensure we are well-positioned to address its impact on our portfolioWhile being a risk, there will be opportunities created through the coverage of new insurance risks
	IncreaseStable					RMI INTEGRATED REPORT 202146

Residualrisk ranking	Material matters	Risk	Our response and focus on value creation
STRATEGIC RISKS
4	RMI discount	•Structural and persistent discount at whichholding companies such as RMI continue totrade	•In the short term, the restructure is expected to narrow the discount at which RMI trades toitsunderlyingintrinsic value•In the long term, focused strategic actions are expected to achieve value recognition andnormalisationof the discount
5	Portfolio focusGrowthopportunities	•Combination of listed and unlistedlifeandP&C businesses reflectingaportfolio that, while evolving, lackedfocus	•RMI is repositioning and restructuring its investment portfolio as a P&C-focused insurance investorinunlisted businesses in select geographies•Organic growth opportunities at OUTsurance and Hastings, still in j-curve but should, over time, bereflected in profitability
	Geographicdiversification
	Reputation andtrack record	•Reputational risk that an action, eventortransaction may compromise thebrandthat has been established	•By instilling our values-driven culture and practices at RMI and in our portfolio companies we protect andenhance our brand and reputation
FINANCIAL RISKS	Governance	overmanydecades
7	Insurance risk	•The unpredictable nature of the insurancerisks and catastrophic events can affect ourlong-term sustainability	•Resilient balance sheets and capital positions across all the life and P&C businesses•Dynamic underwriting practices and evolving business models and insurance products
	Capital structureand liquidity	•Liquidity risk resulting in RMI not being ableto meet payment obligations as they falldue, or being forced to liquidate ourpositions under adverse conditions	•Regular forecasting and monitoring of our liquidity requirements•Flexible and dynamic capital structure that manages debt levels and covenants within lender agreedtolerance levels and maintains a sufficient cash buffer to support portfolio companies, if required
	OPERATIONAL RISKS
	TalentmanagementTransformation	•Human resource risk in terms of our ability tofind and retain the people we need to ensurethat our business operates effectively andachieves its objectives•Progress on the spirit of transformation anddiversity requirements	•Our corporate culture, operating environment, human capital strategy and remuneration policy aredesigned to attract and retain skills and talent•Diverse board and management composition•RMI is a Level 2 contributor to B-BBEE (2020: Level 3)
10	Cybersecurity	•The risk of information technologydisruption and information securitybreaches as a result of cyberattacks	•We have numerous policies, processes and systems in place, which are continually reviewed, to protectthe continuity and stability of our systems and the security of data, both in the physical office environmentand hybrid work environments

APPROACH TO SUSTAINABILITY 51 ESG performance of our portfolio companies STRATEGIC REPORT VALUE CREATING BUSINESS MODEL APPROACH TO SUSTAINABILITY APPROACH TO SUSTAINABILITY GOVERNANCE SHAREHOLDER INFORMATION

FOCUS COLLABORATE GROW

49 Sustainability framework

SUSTAINABILITY FRAMEWORK

RMI's goal is to be a long-term investor that provides shareholders with attractive and sustainable total returns

A key enabler of RMI's value-add model is consistent, active and strategic dialogue through participation on the boards and board committees of our portfolio companies.

This vantage ensures that we have a deep understanding of and are able to proactively engage in the design of their approaches to sustainability.

It is through this approach to active and responsible ownership that we are able to contribute to the UN SDGs.

We have identified that the goals to which we can facilitate the greatest contribution directly as RMI or indirectly through our portfolio companies are:

SDG 5: Gender equality

Achieving diversity and gender equality is important to RMI, both in our own operations and those of our portfolio companies.

SDG 8: Decent work and economic growth

Sustainable economic growth is a central pillar of the contribution that responsible and successful companies can make over time.

The RMI portfolio companies collectively employ in excess of 35 000 people across its key geographies, a key enabler to sustainable and responsible economic growth over time.

SDG 9: Industry, innovation and infrastructure

RMI portfolio companies contribute to the creation of innovative insurance products with societal benefits.

SDG 12: Responsible consumption and production

By offering long-term sustainable and efficiently delivered products and services that contribute to sustainable production and consumption, our portfolio companies remain competitive over the long term. As responsible corporate citizens both, RMI and its portfolio companies adopt a responsible approach to the consumption of scarce resources.

Both RMI and its portfolio companies have, for some time, recognised and taken action to address the impact of climate change on our ability to continue to create sustainable value.

Protecting the environment and addressing climate change

As an active shareholder we are able to influence and monitor the efforts of our portfolio companies to reduce their impact on the environment, and in particular on climate change.

See The ESG performance of our portfolio companies from page 51.

Climate change has rapidly become a reality for insurance companies. All our portfolio companies recognise that climate change represents one of the biggest risks for society, the economy and financial institutions, and that they have a responsibility to mitigate their impact on climate change and facilitate a transition to a low carbon economy.

Investors are seeking clear, comprehensive and high-quality information on the impacts of climate change. To achieve this our portfolio companies are committed to, over time, meeting the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) by enhancing their existing goals, metrics and key risk indicators, and related reporting and disclosures.

Our P&C portfolio, which is most affected, prudently considers climaterelated risks across their operations through a scientific risk-based approach to insurance pricing and underwriting. Currently, they monitor their carbon intensity per employee against set targets as a key risk indicator.

RMI is also taking measures to reduce our carbon footprint. Our offices are now housed in a building that mainly uses renewable energy sources, responsibly disposes of waste and has a heat recovery system which reuses waste heat from the building's heating ventilation and air conditioning system to heat water for use in the hotel, which forms part of the complex.

A responsible corporate citizen

Our people

At RMI, we recognise that our success depends on instilling a corporate culture that is linked to our organisational purpose and aligned with our business strategy. Engaging with our employees plays a key role in achieving this. We are a small team, which makes it easier to engage personally with our employees, gain their commitment to the achievement of our purpose and strategy, and embed a corporate culture that is aligned with our strategy.

Our human capital strategy is designed to attract, develop and retain the best talent in our industry. We empower employees, encourage them to innovate, hold them accountable, reward them appropriately and provide them with open and honest feedback with the aim of facilitating their development and recognising their achievements.

During the year ended 30 June 2021, our team consisted of 12 employees.

67% OF WHOM ARE BLACK

40% OF THE MEMBERS OF OUR SENIOR MANAGEMENT TEAM ARE BLACK

Our wellness initiative provides RMI's employees and their immediate families with access to a confidential support service that offers counselling, life management, legal guidance and e-care. We also provide coaching and medical check-ups for our employees.

Social support

During the Covid-19 pandemic we established Covid-19 relief from funds contributed by the board and senior management and matched by RMI and RMH. The initiative was driven by our staff who distributed 1 955 food vouchers to the value of approximately R2.5 million to beneficiaries in need nominated by staff of RMI and RMH.

The growth of entrepreneurs

RMI has a proud record of contributing to the growth of the South African financial services industry through our seeding and backing of extraordinary entrepreneurs, such as Adrian Gore and Barry Swartzberg from Discovery, and Willem Roos, Rene Otto and Howard Aron from OUTsurance. Through our initiative, AlphaCode Incubate, we identify early-stage businesses with a bias towards black technology businesses to participate in a 12-month incubation programme. These businesses are provided with grant funding of approximately R1.0 million and the assistance of specialist interventions. RMI INTEGRATED REPORT 2021 50 STRATEGIC REPORT VALUE CREATING BUSINESS MODEL APPROACH TO SUSTAINABILITY APPROACH TO SUSTAINABILITY GOVERNANCE SHAREHOLDER INFORMATION

We have also established a seed fund to provide follow-on capital to support the development of black technology small to medium sized enterprises, with the ambition to grow and develop the next generation of South African fintech and insurtech entrepreneurs.

ESG PERFORMANCE OF OUR PORTFOLIO COMPANIES RMI INTEGRATED REPORT 2021 51 STRATEGIC REPORT VALUE CREATING BUSINESS MODEL APPROACH TO SUSTAINABILITY APPROACH TO SUSTAINABILITY GOVERNANCE SHAREHOLDER INFORMATION

This section of our report provides a summary of the ESG performance of our unlisted P&C insurance investments in OUTsurance and Hastings, and our listed life insurance investments in Discovery and Momentum Metropolitan.

The social impact of RMI's investment in our emerging businesses can be found on page 34.

As an investor in insurance companies, we identify the following material ESG matters:

Climate change mitigation

Responsible innovation

Responsible marketing and labelling

Also identified as material are:

Financial inclusion

Diversity

Corporate governance

Shared value creation

The social aspects of supply chain management as well as the environmental aspects

Ensuring our portfolio companies comply with ongoing licencing requirements

As financial services companies, our portfolio companies' greenhouse gas (GHG) emissions are mainly related to energy consumption, transportation and, to some extent, waste to landfill.

Employment >35 000 people

ARE EMPLOYED BY OUR INVESTEE COMPANIES, OF WHICH APPROXIMATELY

33 000

ARE EMPLOYED IN SOUTH AFRICA

OUR UNLISTED PORTFOLIO

Environmental responsibility

OUTsurance's board-approved climate change and environmental sustainability policy and strategy encapsulates its response, which includes a commitment to environmentally responsible practices, identifying and managing climate-related risks and opportunities by applying the eight principles set out in its policy.

See page 49 of its annual report 2021 at: www.outsurance.co.za

OUTsurance is also committed to enhancing its existing goals, metrics and key risk indicators and related reporting and disclosures, in line with TCFD recommendations.

Key goals include:

considering the environment and climate-related risks in its strategies and decisions
providing leadership and influence through its conduct and communication
identifying, assessing, mitigating, managing and reporting on climate-related risks and opportunities
limiting its impact on the environment by reducing its carbon footprint
actively seeking environmental sustainability projects

Electricity usage is the biggest source of GHG emissions (61%). Through the introduction of renewable energy production using onsite solar panels, OUTsurance generated 1 478.85MWh of renewable energy in the year under review, a 61% improvement on the renewable energy it previously generated. Ongoing improvements in the quality of water consumption data will support an improved understanding of water consumption trends. OUTsurance applies the reduce, reuse and recycle principle to its waste management, uses paperless document distribution to reduce its carbon footprint, has several recycling efforts in place and also encourages its employees to recycle.

PERFORMANCE AGAINST KEY ESG RISK INDICATORS

IN 2021, OUTSURANCE ACHIEVED A

15.6% REDUCTION YEAR-ON-YEAR IN ITS TCO2E PER EMPLOYEE TO

2.1 AND MET ITS TARGET OF MAINTAINING THIS METRIC BELOW 3

TRANSFORMATION AT OUTSURANCE

49.9% OF EMPLOYEES ARE WOMEN

72.6% OF EMPLOYEES ARE BLACK

55.2% OF MANAGERS ARE BLACK

Social responsibility

Level 2 contributor to B-BBEE through programmes that aim to support transformation and diversification, including a diverse supplier base, a supplier development programme and job creation resulting from supplier or enterprise development initiatives.

NUMBER OF EMPLOYEES

5 954 (4 592 IN SOUTH AFRICA)

Corporate social investment

Giving back to the community is a fundamental part of the group's culture. Physical service and time spent in the community is considered to be as important as financial giving. It has two employee initiatives: Staff Helping SA OUT and Youi@Hand that support the community at large.

The pointsmen OUTsurance has sponsored for over a decade provide relief in heavily congested traffic areas to road users in Johannesburg and Tshwane.

Treating customers fairly is embedded in OUTsurance's approach. In South Africa, the statistics provided by the ombudsman for both life and P&C insurance show that in the year under review, out of every 1 000 complaints the ombudsman received, only 0.88 were from OUTsurance clients (industry average 2.52/1 000 complaints) and the number of OUTsurance decisions overturned were 0.46 per 10 000 claims, while the industry average was 4 per 10 000 claims. RMI INTEGRATED REPORT 2021 52 STRATEGIC REPORT VALUE CREATING BUSINESS MODEL APPROACH TO SUSTAINABILITY APPROACH TO SUSTAINABILITY GOVERNANCE SHAREHOLDER INFORMATION

Responsible governance

The OUTsurance group has adopted a group governance framework to ensure the prudent management and oversight of its insurance businesses in South Africa and Australia, which serves to protect the interests of policyholders and stakeholders and applies King IV, where applicable. A comprehensive governance report is included in its annual report for 2021.

See page 62 to 72 of OUTsurance's annual report 2021 at: www.outsurance.co.za

Hastings published its first sustainability report, outlining the progress it has made on the company's ESG strategy and its investment in support measures and actions for colleagues, clients and community during the Covid-19 pandemic in 2020.

Available at: www.hastingsgroup.uk