RMB HOLDINGS LIMITED — Proxy Solicitation & Information Statement 2026

Apr 29, 2026

RMH PARTNER|ENHANCE|MONETISE

RMB HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/005115/06)
ISIN: ZAE000024501
JSE ordinary share code: RMH
("RMH" or "the Company")

NOTICE OF EXTRAORDINARY GENERAL MEETING

RMH shareholders ("Shareholders") are referred to: (i) the joint firm intention announcement published by Attbid Proprietary Limited ("AttBid") and RMH on 9 February 2026 ("FIA"), in connection with AttBid's offer to acquire all of the issued ordinary shares in the share capital of RMH ("RMH Shares") not already held by Atterbury Property Fund Proprietary Limited or held as treasury shares ("Offer"); (ii) the combined circular distributed to Shareholders on 8 April 2026 containing full details of the Offer ("Combined Circular"); and (iii) the announcement published by RMH on 9 April 2026 regarding the proposed changes to the RMH board of directors following the closing date of the Offer, being Friday, 29 May 2026 ("Closing Date"), and the process for nominating candidates for appointment to the new board of directors of RMH ("Board Changes Announcement"). Capitalised terms used but not defined herein bear the meanings ascribed to them in the Combined Circular and the Board Changes Announcement.

Following the Board Changes Announcement, and as contemplated therein, RMH has convened an extraordinary general meeting of Shareholders ("EGM") to consider and, if approved, pass resolutions relating to, inter alia, the election of a new board of directors of RMH to take effect following the Closing Date. The candidates proposed for election to the RMH board were evaluated and shortlisted by RMH's Nomination and Remuneration Committee (following the conclusion of a nomination process that involved Shareholders). The shortlisted candidates were selected having regard to the composition, qualification and eligibility requirements for directors as set out in the Companies Act, the fit and proper assessments pursuant to the JSE Listings Requirements and the memorandum of incorporation of the Company.

Accordingly, Shareholders are hereby advised that, in terms of section 62(3)(a) of the Companies Act, 71 of 2008, RMH has issued a notice of an extraordinary general meeting ("EGM Notice") to be held at 14:00 on Friday, 29 May 2026 entirely through electronic communication to consider and, if approved, pass the resolutions as set out in the EGM Notice. The Last Date to Trade in order to be recorded in the RMH register to attend and vote at the EGM is Tuesday, 19 May 2026 and the Record Date to participate in and vote at the EGM is Friday, 22 May 2026.

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The EGM Notice, which includes the proposed ordinary and special resolutions in connection with the RMH board changes together with the salient dates and times applicable to the EGM, has been distributed to Shareholders and is available on RMH's website (www.rmh.co.za/investor-relation/).

Bryanston
29 April 2026

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