Odd-lot Offer Price and Dividends Tax
Buy-backDividendNot material
In brief
The unconditional odd-lot offer price is 59.13 cents per share gross, or 47.304 cents net of 20% dividends tax. Qualifying shareholders with 458 or fewer shares who do not make an election will be deemed to have sold.
The announcement
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 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.