RMB : Joint firm intention announcement and proposed disposal of RMH Property's interest in Atterbury Europe Holding B.V.

RMB Holdings Limited

(Incorporated in the Republic of South Africa)

Registration Number: 1987/005115/06

Share Code: RMH

ISIN: ZAE000024501

("RMH" or the "Company")

Brightbridge Real Estate Limited (Incorporated in the Republic of Cyprus) Registration Number: HE 358015 ("Brightbridge")

JOINT FIRM INTENTION ANNOUNCEMENT AND CATEGORY 1 TRANSACTION ANNOUNCEMENT IN RESPECT OF THE PROPOSED DISPOSAL OF RMH PROPERTY HOLDCO 2 PROPRIETARY LIMITED'S ENTIRE SHAREHOLDING AND LOAN CLAIMS IN ATTERBURY EUROPE HOLDING B.V. TO BRIGHTBRIDGE

1. INTRODUCTION

RMH shareholders (Shareholders) are hereby advised that RMH, RMH Property Holdco 2 Proprietary Limited, a subsidiary of RMH, (RMH Property) and Brightbridge Real Estate Limited (Brightbridge) have entered into a disposal and implementation agreement (the Agreement). Pursuant to the Agreement, all the shareholder loan claims (Loan Claims) and the A ordinary shares held by RMH Property in Atterbury Europe Holding B.V. (Atterbury Europe) (representing 37.5% of the total issued A ordinary shares in Atterbury Europe) (Sale Shares) will be sold to Brightbridge for the purchase consideration set out in paragraph 5.2 (Purchase Consideration) and on terms and conditions customary for transactions of this nature (the Disposal).

2. RATIONALE FOR THE DISPOSAL

RMH expanded its investment strategy in 2016 to include a property investment business, RMH Property, alongside its 34.1% investment in FirstRand Limited (FirstRand). This expansion involved establishing a diversified portfolio of scalable entrepreneur-led businesses with proven track records in developing and managing unlisted property portfolios.

In 2019, the RMH board of directors (RMH Board) took the decision to unbundle RMH's shareholding in FirstRand (the Unbundling), which Unbundling was completed in 2020 and resulted in Shareholders remaining with sole exposure to RMH Property's established, geographically-diverse property portfolio.

At the time of the Unbundling, the RMH Board communicated the strategic intention to continuously assess options to monetise the RMH Property Holdings Proprietary Limited (RMH Property Holdings) portfolio in an orderly manner over time, including if appropriate through the disposal of RMH Property Holdings' individual portfolio companies.

Brightbridge, as an existing shareholder of Atterbury Europe, is the most suitable acquirer of RMH Property's interest in Atterbury Europe as part of this monetisation strategy, particularly in view of their deep knowledge of the businesses and contractual arrangements within the Atterbury Europe group. Accordingly, having considered all relevant quantitative and qualitative factors, the RMH Board has concluded that the Disposal is aligned with RMH's monetisation strategy to realise value for Shareholders.

2

3. DESCRIPTION OF THE BUSINESS OF THE PURCHASER

Brightbridge is an investment holding and real estate services company based in Nicosia, Cyprus, and was founded in 2014 by a consortium of private equity investors with a focus on providing property, asset management and development management services as well as holding or managing real estate investments in Cyprus and Eastern Europe.

For purposes of the Companies Act No. 71 of 2008 (Companies Act) and the Companies Regulations, 2011 (Companies Regulations), Brightbridge constitutes an "offeror" and there is no party that is acting in concert with Brightbridge in relation to the Disposal.

4. DESCRIPTION OF THE BUSINESS OF ATTERBURY EUROPE

Atterbury Europe is a private company that was incorporated in accordance with the laws of the Netherlands in 2014 to be an Eastern European focused property investment and services company.

Atterbury Europe's property portfolio is comprised of a combination of investments and developments. Atterbury Europe partners with leading property developers and entrepreneurs in each of the markets that it is invested in and contributes world-class development and asset management skills into these partnerships. These partnerships allow Atterbury Europe to obtain in- country expertise and local insights, which allow it to successfully source property development opportunities that enable it to deliver superior returns to shareholders.

Atterbury Europe has demonstrated that it is well-positioned to take advantage of property development opportunities in the Eastern European market over the long-term, given the strength of its partnerships and its ability to raise debt capital to fund growth optimally.

5. SALIENT TERMS OF THE DISPOSAL

5.1 GENERAL

The Disposal is subject to the fulfilment or waiver (to the extent permissible) of the conditions precedent set out in paragraph 5.4 below (Conditions Precedent).

In addition, the Disposal will be implemented, in accordance with applicable Dutch and South African laws and the provisions of the Agreement, which include, inter alia, the following:

1. On the effective date, being one business day following the day on which the Conditions Precedent have all been fulfilled or waived (as the case may be) (the Effective Date), RMH Property will sell and Brightbridge will purchase the Loan Claims and Sale Shares for the Purchase Consideration;
2. Pursuant to the execution of the notarial deed of transfer of the Sale Shares before a civil notary of Buren N.V., the Sale Shares will be transferred and ownership of, all risk in, and all benefit attaching to, the Sale Shares will pass to Brightbridge on the Effective Date;
3. RMH Property will assign by means of a (partial) transfer of contract (contractsoverneming) pursuant to section 6:159 of the Dutch Civil Code (Burgerlijk Wetboek) the Loan Claims to Brightbridge, which (partial) transfer of contract will be accepted by Brightbridge and accordingly the Loan Claims will be transferred and ownership of, all risk in and all benefit attaching to the Loan Claims will pass to Brightbridge on the Effective Date; and

3

5.1.4 The sale, purchase and transfer of the Sale Shares referred to in paragraph 5.1.2 and the assignment of the Loan Claims referred to in paragraph 5.1.3 constitutes one indivisible transaction.

5.2 PURCHASE CONSIDERATION

1. The Purchase Consideration amounts to ZAR1 750 000 000 and is payable by Brightbridge to RMH Property on the Effective Date.
2. The Purchase Consideration will be settled by Brightbridge, in cash, by way of electronic funds transfer, free of any deductions or set-off whatsoever, in the currency of the Republic of South Africa and into a bank account nominated by RMH Property.
3. No securities will form part of the consideration for the Disposal. As detailed more fully in paragraph 8 below, Shareholders are advised that an unconditional and irrevocable bank guarantee has been issued by FirstRand Bank Limited (acting through Rand Merchant Bank) for the Purchase Consideration in accordance with the Companies Regulations.

5.3 APPLICATION OF THE DISPOSAL PROCEEDS

Following the review and consideration of its capital requirements, the Company will aim to maximise the value returned to Shareholders, likely in the form of another special dividend. Shareholders will be informed on SENS regarding any such special dividend which, if applicable, would be made in accordance with the JSE Limited Listings Requirements (JSE Listings Requirements), the Companies Act, and the memorandum of incorporation of the Company.

5.4 CONDITIONS PRECEDENT

The Disposal is subject to the fulfilment or waiver (to the extent permissible) of the Conditions Precedent which are:

1. By not later than 17h00 on 31 July 2022, the Disposal has been approved by a special resolution of the sole shareholder of each of RMH Property, RMH Property Holdings, and RMH Asset Holding Company Proprietary Limited, as required by section 112(2) read with section 115 of the Companies Act;
2. By not later than 17h00 on 31 August 2022, the Disposal has been approved by special resolution by the requisite majority of Shareholders, in accordance with section 115(2)(b), read with section 112, of the Companies Act (the Disposal Resolution) and by ordinary resolution of the requisite majority of Shareholders as contemplated under the JSE Listings Requirements as contemplated in paragraph 7.1 below;
3. By not later than 17h00 on 30 September 2022, to the extent required under section 115(3) of the Companies Act, approval of the implementation of the Disposal Resolution by the Court is obtained and, if applicable, RMH not having treated the Disposal Resolution as a nullity (which it may not do unless it has obtained Brightbridge's prior written consent), as contemplated in section 115(5)(b) of the Companies Act;
4. As at 12h00 on the business day immediately following the last day on which a Shareholder may deliver a demand to RMH in terms of section 164(5) of the Companies Act, within the time period contemplated in section 164(7) of the Companies Act, for payment of the fair value of its shares (Valid Demand), RMH has not received Valid

4

Demands from Shareholder(s) holding in aggregate more than 5% of all the ordinary shares with a par value of R0.01 each in the share capital of RMH, all of which are listed on the exchange operated by the JSE Limited (RMH Shares);

1. As at 17h00 on the date on which the last of the conditions precedent in paragraphs 5.4.1 to 5.4.4 has been fulfilled or, where appropriate, waived (MAE Deadline), no Material Adverse Event (which means that Russia commences war, military operations, or an invasion against a NATO country, whether as a consequence of Russia's war against
   Ukraine or not, which shall be deemed to have the effect of being materially adverse with regard to the operations, continued existence, business, condition, assets and/or liabilities of the Atterbury group and its investee companies) has occurred (and for clarity, it is noted that Brightbridge may, on written notice (MAE Termination Notice) given to RMH at any time prior to the MAE Deadline, require the Disposal and the Agreement be terminated at any time prior to such time, if a Material Adverse Event has occurred and is continuing at the relevant time), it being agreed that this condition precedent shall be regarded as having been fulfilled unless (i) Brightbridge has informed RMH by not later than the MAE Deadline that this condition precedent has not been fulfilled; or (ii) if Brightbridge has delivered a MAE Termination Notice by the MAE Deadline; and
2. By not later than 17h00 on 30 September 2022, the issue of a compliance certificate by the Takeover Regulation Panel (TRP) in terms of section 119(4)(b) of the Companies Act, which compliance certificate will only be issued by the TRP once all the Conditions Precedent have been fulfilled or waived, as the case may be.

1. EFFECTIVE DATE OF THE DISPOSAL
   Subject to the fulfilment or waiver of the Conditions Precedent, the Effective Date of the Disposal is expected to occur on or about 7 September 2022.
2. OTHER SIGNIFICANT TERMS

1. The Agreement contains warranties, indemnities and undertakings by Brightbridge in favour of RMH and RMH Property and by RMH and RMH Property in favour of Brightbridge, which are customary for a transaction of this nature.
2. Shareholders are advised that, following the Disposal, Mr BM Roberts who serves as a director of Atterbury Europe and is a prescribed officer of RMH (as well as a director of RMH Property) will resign from Atterbury Europe, and will accordingly deliver a copy of his resignation letter as director of Atterbury Europe to Brightbridge on the Effective Date, executed as a deed and acknowledging that he has no claim against Atterbury Europe.

6. FINANCIAL INFORMATION

6.1	The value of the net assets of Atterbury Europe was ZAR5 972 million as at
	31 March 2022, being the date of the last published audited annual financial statements
	for RMH, which were prepared in accordance with International Financial Reporting
	Standards.

1. The profits attributable to Atterbury Europe was ZAR1 414 million for the year ended 31 March 2022, being the date of the last published audited annual financial statements for RMH.
2. Shareholders are cautioned that no adjustments have been made to the valuations to reflect the impact of any volatility and uncertainty of the development-focused property

5

businesses of Atterbury Europe, which are based on the last published audited annual financial statements for RMH, as at 31 March 2022. There are factors which may impact the volatility and uncertainty involved in valuing the development-focused property businesses, which include, inter alia, the current EUR / ZAR exchange rate; current interest rate cycle in both South Africa and the Europe; and timing of the realisation of assets.

6.4 Shareholders are advised that:

6.4.1	the financial disclosures set out in this paragraph 6 are provided as at the last
	practicable date of finalisation of this announcement, being 23 June 2022 (Last
	Practicable Date);
6.4.2	RMH published its audited annual financial statements for the year ended
	31 March 2022 (FY 2022 Results) on or around 24 June 2022; and
6.4.3	to ensure that Shareholders have access to current financial information to
	consider in relation to the Disposal, Shareholders should acquaint themselves
	with the FY 2022 Results.

1. The pro forma financial effects of the Disposal are the responsibility of the RMH Board and have been prepared for illustrative purposes only to provide information about how the Disposal may have affected RMH's year end results and financial position for the year ended 31 March 2022 and, because of their nature, may not give a fair presentation of the RMH financial position, changes in equity, results of operations or cash flows after the Disposal nor the effect of the Disposal on RMH's results of operations.
2. The summarised pro forma financial effects have been prepared in a manner consistent in all respects with International Financial Reporting Standards (IFRS), the accounting policies adopted by RMH as at 31 March 2022 and the Revised SAICA Guide on Pro Forma Financial Information and the JSE Listings Requirements. Shareholders are advised that the pro forma financial effects of the Disposal are as follows as at
   31 March 2022:

(Cents)		Before1	Pro forma After	% change
Earnings/(Loss) per	43,9	(33,0)	(>100)
share
Headline	earnings	4,0	2,6	(35,0)
per share
Net asset value per	277,0	239,4	(13,6)
share
Net tangible asset	277,0	239,4	(13,6)
value per share
Weighted	average	1 392,0	1 392,0	-
shares(millions)
Number of shares in	1 411,7	1 411,7	-
issue(millions)

Notes:

1. Based on RMH's published audited financial results for the year ended 31 March 2022.
2. Earnings and headline earnings per share are based on the following principal assumptions: a. the Disposal was effective 1 April 2021.