Summarised, audited results announcement and cash dividend declaration for the year ended 30 June 2013 RMB HOLDINGS LIMITED (Incorporated in the Republic of South Africa) Registration number: 1987/005115/06 JSE Ordinary share code: RMH ISIN code: ZAE000024501 Summarised, audited results announcement and cash dividend declaration for the year ended 30 June 2013 KEY HIGHLIGHTS Normalised earnings +21% to 359.4 cents per share Dividend +36% to 170.5 cents per share Instrinsic value +10% to 3 831 cents per share Introduction This report covers the audited financial results of RMB Holdings Limited ("RMBH" or the "group") based on International Financial Reporting Standards ("IFRS") for the year ended 30 June 2013. The primary results and accompanying commentary are presented on a normalised basis as we believe this most accurately reflects underlying economic performance. The normalised earnings have been derived from the audited IFRS financial results. A reconciliation of the adjustments made to derive normalised earnings is presented in the accompanying schedules. Ellen Marais, CA(SA), prepared these financial results under the supervision of Peter Cooper, CA(SA). RMBH at a glance RMBH's sole interest is its 33.9% investment in separately listed FirstRand Limited ("FirstRand"), generally regarded as Southern Africa's pre-eminent financial services group. The FirstRand group comprises a portfolio of leading financial services franchises, including: - First National Bank ("FNB"), the retail and commercial bank; - Rand Merchant Bank ("RMB"), the corporate and investment bank; - WesBank, the instalment finance business; and - Ashburton Investments, the group's newly-established investment management business. Operating environment For the year ended 30 June 2013 the macroeconomic environment remained challenging with global growth as a whole remaining below the long-term trend. The local economy was negatively impacted by shifts in both global and domestic risk dynamics. The current account deficit widened to 6.7% by 30 June 2012. The improvement in the US and the possibility of the unwinding of the current US monetary policy stimulus negatively impacted emerging markets flows which benefited from low US rates and for South Africa led to the weakening of the rand. Domestic GDP slowed to 1.9% year-on-year in the first quarter of 2013. This reflected the low levels of activity in both household and business sectors. Consumer spending decreased to 2.7% and investment spending to 4.4%. This contributed to lower credit extension, slowing of vehicles sales and a muted housing market. Activity in construction, agriculture and extractive industries in the rest of Sub-Saharan region of Africa led to continued robust growth in the region. The growth trend in upper-middle countries such as Namibia and Botswana was lower due to their close connection with the euro zone. Overview of results RMBH continued to build on the strong base of the previous year and produced excellent results for the year ended 30 June 2013. RMBH achieved normalised earnings of R5.1 billion, an increase of 21% on the comparative period. This outcome was driven by excellent results from FirstRand which continued to benefit from good operational performances in all franchises. The final dividend of 104.5 (2012: 73.5) cents per share resulted in dividends for the year increasing by 36%. The higher rate of growth in dividends for the year arises from a decision by FirstRand to reduce its dividend cover ratio and increase its dividend payout ratio. Underlying intrinsic value RMBH's intrinsic value reflected the growth in financial sector equity values experienced over the year. Intrinsic value as at 30 June % R million 2013 2012 change Market value of listed interest (FirstRand) 55 269 50 416 10 Net funding (1 172) (1 327) (12) Total intrinsic value 54 097 49 089 10 Intrinsic value per share (cents) 3 831 3 477 10 Over the 12 months to 30 June 2013 RMBH's market capitalisation increased by 13% and at that date amounted to R55.6 billion or 3 940 cents per share (June 2012: R49.2 billion). This represented a 2.7% premium (June 2012: 0.3% premium) to RMBH's underlying intrinsic value. At 30 June 2013 net borrowings carried at the centre amounted to R1.17 billion of which the core term funding comprised R1.18 billion fixed rate preference shares due for redemption on 6 December 2017, paying dividends at 7.08% per annum, six monthly in arrears. Final dividend payment In the light of the current operating environment and the organic growth plans of its franchises, FirstRand performed a comprehensive analysis of: - the desired range of its targeted return on equity ("REO") (18% to 22%); - its anticipated growth in risk weighted assets; and - its desire to protect the R10 billion of capital earmarked for its expansion strategy. FirstRand concluded that it would be appropriate and prudent to reduce its dividend cover and increase its dividend payout ratio. The appropriateness of the level of payout will be re-evaluated on an annual basis. RMBH follows a stated practice of returning net dividends (after providing for funding and operational costs incurred at the centre) received by it in the ordinary course of business to shareholders. In line with the decrease in FirstRand's dividend cover, RMBH has decided to reduce its dividend cover to a similar extent. The board is of the opinion that RMBH is adequately capitalised at this stage and that the company will be able to meet its obligations in the foreseeable future after payment of the final dividend. Having due regard to the final dividend receivable from FirstRand and applying the dividend practice outlined above, the board of RMBH has resolved to declare a gross final dividend of 104.5 cents per share (2012: 73.5 cents). Such final dividend, together with the interim dividend of 66.0 cents, brings the total dividend for the year to 30 June 2013 to 170.5 cents per ordinary share (2012:125.5) and is covered 2.1 times by normalised earnings per share and represents a year-on-year increase of 36%. Dividend Withholding Tax ("DWT") at a rate of 15% is levied on dividends paid to shareholders who are not exempt from DWT. RMBH has accumulated Secondary Tax Credits ("STC") that have been used to reduce the DWT liability arising. A non-exempt shareholder would have needed to pay DWT of 15.675000 cents per share. Due to the STC credit of 6.32971 cents per share being utilised to reduce the liability by the shareholder, the DWT tax payable is only 14.72554 cents per share. The net dividend receivable by non-exempt shareholder is therefore 89.77446 cents per share. An exempt shareholder will receive 104.5 cents per share. Outlook The group expects to continue good organic growth despite the difficult macroeconomic environment. FNB's focus on customer acquisition and drive for transactional volumes across all platforms should contribute positively to non-interest income growth, as will RMB's client activities locally and in the rest of Africa. Further investment in growth opportunities will place pressure on cost containment but sustained revenue should result in positive operating jaws. A further moderation in advances, new business volumes in the vehicles and asset finance and personal loans are expected. However, corporate advances will remain healthy. For and on behalf of the board GT Ferreira P Cooper Chairman Chief Executive Officer Sandton 11 September 2013 SUMMARISED CONSOLIDATED INCOME STATEMENT For the year ended 30 June 2013 2012 % R million Audited Audited change Share of after-tax profit of associate company 5 088 4 618 10 Investment income 23 24 (4) Net income 5 111 4 642 10 Administration expenses (41) (37) 11 Income from operations 5 070 4 605 10 Finance costs (100) (102) (2) Profit before tax 4 970 4 503 10 Income tax expense (1) (13) (92) Profit for the year 4 969 4 490 11 Attributable to: Equity holders of the company 4 969 4 490 11 Profit for the year 4 969 4 490 11 SUMMARISED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For the year ended 30 June 2013 2012 % R million Audited Audited change Profit for the year 4 969 4 490 11 Other comprehensive income, after tax: Items that may subsequently be reclassified to profit or loss: Share of other comprehensive income of associate after tax and non-controlling interests 636 178 Other comprehensive income for the year 636 178 Total comprehensive income for the year 5 605 4 668 Total comprehensive income attributable to: Equity holders of the company 5 605 4 668 20 Total comprehensive income for the year 5 605 4 668 20 SUMMARISED CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 30 June 2013 2012 R million Audited Audited ASSETS Cash and cash equivalents 12 17 Loans and receivables 53 2 Investment securities 52 32 Derivative financial instruments 11 - Property and equipment 1 1 Investment in associate 30 490 27 149 Total assets 30 619 27 201 EQUITY Share capital and premium 8 822 8 771 Reserves 20 496 17 051 Total equity 29 318 25 822 LIABILITIES Financial liabilities 1 234 1 305 Derivative financial instruments 9 - Long-term liabilities 2 4 Provisions 2 7 Trade and other payables 54 63 Total liabilities 1 301 1 379 Total equity and liabilities 30 619 27 201 SUMMARISED CONSOLIDATED STATEMENT OF CASH FLOWS For the year ended 30 June 2013 2012 R million Audited Audited Net cash generated from operating activities 2 120 3 059 Dividends paid (1 967) (2 895) Net cash outflow in investment activities (16) - Net cash outflow in financing activities (142) (162) Net (decrease)/increase in cash and cash equivalents (5) 2 Cash and cash equivalents at the beginning of the year 17 15 Cash and cash equivalents at the end of the year 12 17 SUMMARISED STATEMENT OF CHANGES IN EQUITY Share capital and Total Total R million premium reserves equity Balance at 30 June 2011 8 750 14 951 23 701 Total comprehensive income - 4 668 4 668 Dividends paid - (2 897) (2 897) Share option expense - IFRS 2 - (5) (5) Change in carrying value of associate due to elimination of treasury shares - 117 117 Reserve movements relating to associate - 229 229 Movement in treasury shares 21 (12) 9 Balance at 30 June 2012 As previously reported 8 771 17 051 25 822 Total comprehensive income - 5 605 5 605 Dividends paid - (1 967) (1 967) Change in carrying value of associate due to elimination of treasury shares - 52 52 Reserve movements relating to associate - ( 245) ( 245) Movement in treasury shares 51 - 51 Balance at 30 June 2013 8 822 20 496 29 318 COMPUTATION OF HEADLINE AND NORMALISED EARNINGS For the year ended 30 June 2013 2012 % R million Note Audited Audited change Earnings attributable to equity holders 4 969 4 490 11 Adjustment for: RMBH's share of adjustment made by associate: Loss on disposal of investment securities and other investments of a capital nature 5 7 Gain on disposal of available-for-sale assets (12) (54) Gains on disposal of investment in associates or joint ventures - (165) Gain on disposal of investment in subsidiaries (22) (93) Loss on the disposal of property and equipment 27 17 Fair value on investment properties (2) (4) Impairment of goodwill 153 40 Impairment of assets in terms of IAS 36 107 2 Gain from a bargain purchase (5) - Other (43) 14 Tax effects of adjustments (14) 15 Non-controlling interests adjustment 7 27 Headline earnings attributable to equity holders 5 170 4 296 20 RMBH's share of adjustments made by associate: Treasury shares 1 14 88 Reversal of private equity subsidiaries realisation 15 - Total return swap adjustment 30 (84) IFRS 2 share-based payment expenses 15 27 RMBH adjustment: RMBH shares held by associate 2 (6) (1) Group treasury shares 3 (163) (140) Normalised earnings attributable to equity holders 5 075 4 186 21 Notes: 1. Deconsolidation of treasury shares and "deemed" treasury shares by FirstRand: - FirstRand shares acquired to hedge liabilities under staff share schemes; and - FirstRand shares held for client trading. 2. RMBH shares held for client trading activities by FirstRand. 3. Adjustment to reflect earnings impact based on actual RMBH shareholding in FirstRand i.e. reflecting treasury shares as if they are non-controlling interests. COMPUTATION OF EARNINGS PER SHARE For the year ended 30 June 2013 2012 % R million Audited Audited change Earnings attributable to equity holders 4 969 4 490 11 Headline earnings attributable to equity holders 5 170 4 296 20 Normalised earnings for the year 5 075 4 186 21 Number of shares in issue (millions) 1 412 1 412 Weighted average number of shares in issue (millions) 1 410 1 409 Diluted weighted average number of shares in issue (millions) 1 410 1 409 Weighted average number of shares in issue (millions) for normalised earnings 1 412 1 412 Earnings per share (cents) 352.4 318.7 11 Diluted earnings per share (cents)* 348.2 312.1 12 Headline earnings per share (cents) 366.7 304.9 20 Diluted headline earnings per share (cents)* 362.3 298.6 21 Normalised earnings per share (cents) 359.4 296.5 21 Diluted normalised earnings per share (cents) 359.4 296.5 21 Dividend per share (cents) Interim 66.0 52.0 27 Final 104.5 73.5 42 Total 170.5 125.5 36 Dividend cover (relative to headline earnings) 2.2 2.4 Dividend cover (relative to normalised earnings) 2.1 2.4 * The diluted calculations give cognisance to the impact of the similar calculation within FirstRand. This has no impact on RMBH's weighted average number of shares. SEGMENTAL INFORMATION For the year ended 30 June % R million 2013 2012 change FNB 8 162 6 666 22 RMB 4 426 3 654 21 WesBank 2 852 2 599 10 Other (117) (189) (38) Normalised earnings 15 323 12 730 20 Attributable to RMBH 5 193 4 314 20 Basis of preparation of results The accompanying summarised results for the year ended 30 June 2013 reflect: - the operations of RMBH and its proportionate interest in its associate, FirstRand; which has been equity accounted. The report is prepared in accordance with: - International Financial Reporting Standards ("IFRS"), including IAS 34: Interim Financial Reporting; - The requirements of the South African Companies Act, Act 71 of 2008; and - The Listings Requirements of the JSE Limited. These summarised results incorporate accounting policies that are consistent with those used in preparing the financial results for the year ended 30 June 2012. The announcement is extracted from the audited information. The independent auditor's report does not necessarily encompass all the information contained in this announcement. Unless the financial information is specifically stated as audited, it should be assumed it is unaudited. The announcement is not an earnings forecast and forward looking information has not been commented on or reported on by the group's auditors. The board of directors takes full responsibility for the preparation of this announcement and that the financial information has been correctly extracted form the underlying annual financial statements. The complete annual financial statements were audited by PricewaterhouseCoopers Inc. Their unmodified opinion is dated 11 September 2013. Shareholders are advised that for a full understanding of the nature of the auditor's engagement they should obtain a copy of the auditor's unmodified report together with the complete annual financial statements from RMBH's registered office, 3rd Floor, 2 Merchant Place, Corner Fredman Drive and Rivonia Road, Sandton. RMBH believes normalised earnings more accurately reflect operational performance. Headline earnings are adjusted to take into account the following non- operational and accounting anomalies for segmental reporting purposes: 1. Deconsolidation of treasury shares and "deemed" treasury shares by FirstRand to account for: - FirstRand shares acquired to hedge liabilities under staff share schemes; and - FirstRand shares held for client trading activities. 2. RMBH shares held for client trading activities by FirstRand. 3. Adjustment to reflect earnings impact based on actual RMBH shareholding in FirstRand, i.e. reflecting treasury shares as if they are non-controlling interests. FINAL DIVIDEND DECLARATION Notice is hereby given that a gross final dividend of 104.5 cents per share payable out of income reserves was declared on 11 September 2013 in respect of the year ended 30 June 2013. The company has utilised Secondary Tax on Companies credits amounting to 6.32971 cents per share. The balance of the dividend will be subject to Dividend Withholding Tax at a rate of 15%, which will result in a net dividend of 89.77446 cents per share for those shareholders who are not exempt. The Company's tax reference number is 99950/098/71/6. Its issued share capital at the declaration date is 1 411 703 218 ordinary shares and 11 800 redeemable preference shares. Shareholders' attention is drawn to the following important dates: - Last day to trade in order to participate in this dividend Friday, 4 October 2013 - Shares commence trading "ex dividend" on Monday, 7 October 2013 - The record date for the dividend payment will be Friday, 11 October 2013 - Dividend payment date Monday, 14 October 2013 No de-materialisation or re-materialisation of share certificates may be done between Monday, 7 October 2013 and Friday, 11 October 2013 (both days inclusive). By order of the board (Ms) EJ Marais Company secretary 11 September 2013 ADMINISTRATION RMB HOLDINGS LIMITED (Incorporated in the Republic of South Africa) Registration number: 1987/005115/06 JSE Ordinary share code: RMH ISIN code: ZAE000024501 Directors: GT Ferreira (Chairman), P Cooper (CEO), L Crouse, NDJ Carroll (resigned 31 October 2012), LL Dippenaar, JW Dreyer, JJ Durand (appointed 18 September 2012), PM Goss, PK Harris, (Ms) A Kekana (appointed 6 February 2013), KC Shubane, and (Ms) SEN Sebotsa. Alternate director: O Phetwe (appointed 6 February 2013). Secretary and registered office: (Ms) EJ Marais BCom(Hons), CA(SA) Physical address: 3rd Floor, 2 Merchant Place, Corner of Fredman Drive and Rivonia Road, Sandton, 2196 Postal address: PO Box 786273, Sandton, 2146 Telephone: +27 11 282 8000 Telefax: +27 11 282 4210 Web address: www.rmbh.co.za Sponsor: (in terms of JSE Limited Listings Requirements) Rand Merchant Bank (a Division of FirstRand Bank Limited) Physical address: 1 Merchant Place, corner of Fredman Drive and Rivonia Road, Sandton, 2196 Transfer secretaries: Computershare Investor Services (Pty) Limited Physical address: Ground Floor, 70 Marshall Street, Johannesburg, 2001 Postal address: PO Box 61051, Marshalltown, 2107 Telephone: +27 11 370 5000 Telefax: +27 11 688 5221 Date: 11/09/2013 08:00:00 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.

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