RMB HOLDINGS LIMITED - Cancellation of Shares: Forfeitable Share Plan

Cancellation of Shares: Forfeitable Share Plan

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")


CANCELLATION OF SHARES: FORFEITABLE SHARE PLAN (VESTING CONDITIONS NOT MET)

Shareholders are advised that, in terms of the Forfeitable Share Plan ("FSP"), being a share incentive scheme
implemented by the Company in accordance with Schedule 9 of the JSE Listings Requirements ("JSE LRs"),
the vesting conditions attaching to certain shares held in escrow in favour of participants under the FSP were
not met. Accordingly, those shares have been forfeited, and the Company has decided to cancel the shares
as permitted by the FSP rules and section 7.72(b) of the JSE LRs. The board of directors of RMH ("Board")
has authorised the cancellation of these shares. This announcement is made in terms of section 7.92 of the
JSE LRs.

1. Details of cancellation

The following details are disclosed in accordance with sections 7.92(a) to 7.92(e) of the JSE LRs:

 Date of cancellation:                          19 June 2026
 Total number of shares cancelled:              32 175 032 RMH ordinary shares of R0.01 par value each
 Source of shares:                              RMH ordinary shares held in escrow under the RMH
                                                Forfeitable Share Plan, being a share incentive scheme
                                                operated pursuant to Schedule 9 of the JSE LRs. The shares
                                                were forfeited following the non-fulfilment of the applicable
                                                vesting conditions
 Cancellation confirmed:                        The 32 175 032 RMH ordinary shares will be cancelled and
                                                their listing on the JSE removed with effect from 19 June
                                                2026. The shares will not be retained as treasury shares.
 Price paid:                                    Nil. No consideration was paid. The shares are cancelled by
                                                operation of the FSP rules upon failure of the applicable
                                                vesting conditions
 Balance of treasury shares held:               Nil, as following this cancellation, RMH holds no treasury
                                                shares


2. Effect on issued share capital

Following the cancellation of the 32 175 032 ordinary shares, the issued share capital of RMH will be as
follows:

 Authorised share capital:                      2 000 000 000 ordinary shares of R0.01 par value each
 Issued share capital before cancellation:      1 392 933 199 ordinary shares of R0.01 par value each
 Shares cancelled:                              32 175 032 ordinary shares of R0.01 par value each
                                                (representing approximately 2.31% of the issued share
                                                capital prior to cancellation)

 Issued share capital after cancellation:       1 360 758 167 ordinary shares of R0.01 par value each


3. Board approval and solvency and liquidity

The Board has resolved to authorise the cancellation of the 32 175 032 ordinary shares and the application
for the removal of their listing from the JSE. The Board further confirms that RMH has passed the solvency
and liquidity test as contemplated in the Companies Act No. 71 of 2008, as amended, and that since the test
was performed there have been no material changes to the financial position of any company within the RMH
group.

4. Shareholder approval

In terms of section 7.72(b) of the JSE LRs, the approval of security holders is not required for cancellations
arising from share incentive schemes pursuant to Schedule 9 of the JSE LRs where such equity securities are
to be cancelled.

5. Effective date and removal of listing

The 32 175 032 ordinary shares will be cancelled and removed from the JSE with effect from the
commencement of trade on 19 June 2026. An application for removal of the listing has been submitted to and
approved by the JSE in terms of section 7.83(b) and section 12.4(j) of the JSE LRs.

Bryanston
19 June 2026

Sponsor
BSM Sponsors

Date: 19-06-2026 10:45:00
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