RMB HOLDINGS LIMITED - Dealing in securities by Directors and Changes to Directorate

Dealing in securities by Directors and Changes to Directorate

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")

DEALING IN SECURITIES BY DIRECTORS AND CHANGES TO DIRECTORATE

DEALING IN SECURITIES

The RMH Forfeitable Share Plan ("RMH FSP") awards are subject to performance conditions. The Company
purchased ordinary shares in the market, announced via SENS on 15 March 2022, and placed them in
restricted accounts for the benefit of participants. These restrictions will be lifted once the performance
conditions are met.

In compliance with the JSE Listings Requirements, the following dealings are disclosed in relation to the
RMH FSP that vested on 25 September 2025.

Given that the required performance conditions have been met, both directors elected to lift the restrictions
on the net shares after tax. The PAYE amount was calculated using a 5-day VWAP of RMH shares, and the
shares required to settle PAYE will be returned to RMH. The Company will be in a closed period from 30
September 2025 and the shares (along with the balance of September 2023 and September 2024 shares
returned) will be sold in the open market after this period.

As a result of the settlement mechanics of the RMH FSP, the following disclosures are made:

 Director                                            :   BM Roberts
 Company                                             :   RMH
 Original award date of RMH SARs                     :   25 September 2020
 Date of replacement awards                          :   11 March 2022,13 December 2022 and 25
                                                         September 2024
 Performance period                                  :   30 June 2020 to 30 June 2025
 Percentage of award vested                          :   92.042%
 Date of vesting                                     :   25 September 2025
 Nature of transaction                               :   Vesting post restriction on RMH ordinary
                                                         shares lifted as a result of RMH FSP
                                                         awards
 Date of transaction                                 :   30 September 2025
 Class of securities                                 :   RMH ordinary shares
 Net number of shares                                :   8 472 637
 Number of shares returned to RMH to settle tax      :   6 932 158
 Selling price per share                             :   38.40365 cents*
 Value of shares returned to RMH for tax purposes    :   R2 662 201.70
 Net value of shares retained post vesting           :   R3 253 801.86
 Total value                                         :   R5 916 003.56
 Confirmation                                        :   Off-market
 Nature of interest                                  :   Direct beneficial
 Clearance obtained                                  :   Yes


 Director                                            :   EJ Marais
 Company                                             :   RMH
 Original award date of RMH SARs                     :   25 September 2020
 Date of replacement awards                          :   11 March 2022,13 December 2022 and 25
                                                         September 2024
 Performance period                                  :   30 June 2020 to 30 June 2025
 Percentage of award vested                          :   92.042%
 Date of vesting                                     :   25 September 2024
 Nature of transaction                               :   Vesting post restriction on RMH ordinary
                                                         shares lifted as a result of RMH FSP
                                                         awards
 Date of transaction                                 :   30 September 2025
 Class of securities                                 :   RMH ordinary shares
 Net number of shares                                :   3 485 770
 Number of shares returned to RMH to settle tax          2 851 993
 Selling price per share                             :   38.40365* cents
 Value of shares returned to RMH for tax purposes    :   R1 095 269.41
 Net value of shares retained post vesting           :   R1 338 662.91
 Total value                                         :   R2 433 932.32
 Confirmation                                        :   Off-market
 Nature of interest                                  :   Direct beneficial
 Clearance obtained                                  :   Yes

*5-day VWAP starting on 12 September 2025 and ending on 18 September 2025.


CHANGES TO DIRECTORATE

In line with RMH's stated commitment to monetising its underlying property-related investments and its further
commitment to return maximum value to shareholders, RMH has obtained a dispensation from paragraph
3.84(f) of the JSE Listings Requirements, allowing RMH to combine the roles of Chief Executive Officer ("CEO")
and Financial Director. In line with the approved dispensation Mr Brian Roberts (RMH's current CEO) who is
appropriately qualified and experienced, will assume the customary responsibilities of the Financial Director.
These responsibilities will be executed under the oversight of RMH's Audit and Risk Committee.

Ms Ellen Marais, who has served the RMH group with distinction for 25 years, will accordingly step down from
her position effective 30 September 2025. The Board extends its sincere appreciation to Ms Marais for her
services and contribution to RMH over the years.

Bryanston
1 October 2025

Sponsor
BSM Sponsors

Date: 01-10-2025 12:00:00
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