RMB HOLDINGS LIMITED - Odd-lot Offer Price and Dividends Tax

Odd-lot Offer Price and Dividends Tax

RMB Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1987/005115/06)
Share code: RMH
ISIN: ZAE000024501
(“RMH” or the “Company”)

ODD-LOT OFFER PRICE AND DIVIDENDS TAX

Shareholders (“Shareholders”) of RMH are referred to the circular (“Circular”) distributed to
Shareholders on 28 September 2026, containing relevant information relating to the odd-lot offer to
Shareholders (“Odd-lot Offer”), and the results of extraordinary general meeting (“EGM”) and Odd-lot
Offer finalisation announcement released on SENS on 26 October 2026, containing the results of the
resolutions passed at the EGM and confirms that the conditions set out in paragraph 3.5 of the Circular
have been fulfilled and thus the Odd-lot Offer becoming unconditional.

Unless otherwise indicated, the definitions and interpretations contained in the Circular apply, mutatis
mutandis, to the terms used in this announcement.

1. ODD-LOT OFFER PRICE AND DIVIDENDS TAX
1.1 The Odd-lot offer price was calculated as the volume weighted average traded price of a RMH
    Share on the JSE over the thirty trading days up to the close of business on 18 September 2026
    with a 10% premium, that price being 59.13 cents per RMH Share (“Offer Price”).

1.2 The Cash Consideration payable to Odd-lot Holders will constitute a “dividend” as defined in
    section 1 of the Income Tax Act. The Cash Consideration will give rise to a liability for dividends
    tax, at a rate of 20%, in accordance with the Income Tax Act in the event that any Odd-lot Holder
    does not qualify for an exemption from the dividends tax. In the event that any Odd-lot Holder does
    not qualify for an exemption from the dividends tax or a reduced rate of dividends tax applies, RMH
    will withhold the relevant portion from the Cash Consideration in relation to a particular Shareholder
    in order to make payment of such liability for dividends tax.

1.3 Shareholders are advised that the gross Offer Price is therefore 59.13 cents per RMH Share ("Gross
    Offer Price”) and that the Offer Price net of 20% dividend tax is 47.304 cents per RMH Share ("Net
    Offer Price”).

1.4 Shareholders holding 458 or fewer RMH Shares who do not make an election on whether or not
    to sell their RMH Shares in terms of the Odd-lot Offer in accordance with the procedure detailed in
    the Circular will be deemed to have elected to sell their RMH Shares.

1.5 Shareholders who elect to sell, or who are deemed to have elected to sell, their RMH Shares in
    terms of the Odd-lot Offer for a cash consideration will receive:

1.5.1    if they are exempt from dividend tax, the full Gross Offer Price per RMH Share sold; or
1.5.2    if they are not exempt from dividend tax and are not entitled to a reduced tax rate in terms of
         a relevant double taxation agreement, the Net Offer Price per RMH Share sold.

1.6 The implementation of the Odd-lot Offer will not result in a reduction of the contributed tax capital
    of the Company.

1.7 The summary of the tax considerations pertaining to the Odd-lot Offer is based on the current laws
    that are applicable as at the date of the Circular and is subject to potential changes that may be
    made to such legislation subsequently, which could be retrospective. The summary is a general
    guide and is not intended to constitute a complete analysis of the tax consequences of the
    Odd-lot Offer provisions in terms of South African tax law. It is not intended to be, nor should it be
    considered as legal or tax advice. RMH and its advisors cannot be held responsible for the tax
    consequences of the Odd-lot Offer and therefore Shareholders are advised to consult their own
    tax advisors in this regard.

Pretoria
27 October 2026
Transaction Advisor and Transaction Sponsor
Pallidus Exchange Services
Date: 27/10/2026 09:00:00
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