RH Bophelo : Distribution of integrated annual report, no change statement, notice of Annual general meeting

RH Bophelo Limited

Incorporated in the Republic of South Africa (Registration number: 2016/533398/06)

JSE and RSE share code: RHB, ISIN: ZAE000244737 ("RH Bophelo" or "the Company"or "RHB")

DISTRIBUTION OF INTEGRATED ANNUAL REPORT, NO CHANGE STATEMENT, NOTICE OF ANNUAL GENERAL MEETING AND THE PROPOSED AMENDMENTS TO THE MEMORANDUM OF INCORPORATION AND THE MANAGEMENT AGREEMENT

DISTRIBUTION OF INTEGRATED ANNUAL REPORT AND NO CHANGE STATEMENT

Shareholders are hereby advised that RH Bophelo's Integrated Annual Report, containing the Audited Financial Statements for the year ended 28 February 2022 and the Notice of Annual General Meeting incorporating the proposed amendments to the Memorandum of Incorporation and the

Management Agreement, was distributed to shareholders today, 30 June 2022, and contains no modifications to th e audited results which were announced on SENS on 10 June 2022. The Integrated Annual Report is also available at www.rhbophelo.co.za.

The Annual Financial Statements were audited by the Company`s auditors, Mazars South Africa. A copy

of their unmodified audit report is available for inspection at the Company`s registered office or can be downloade d on the following link: https://www.rhbophelo.co.za/wp-content/uploads/2022/06/RHBL-AFS.pdf.

NOTICE OF ANNUAL GENERAL MEETING OF RH BOPHELO LIMITED

Notice is hereby given that the Annual General Meeting of RH Bophelo Limited will be held entirely via a remote interactive platform 'Microsoft Teams' on Friday, 12 August 2022 at 10h00 ("the AGM"), to transact the business as set out in the notice of the Annual General Meeting which forms part of the Integrated Annual Report.

Completed forms of proxy and the authority (if any) under which they are signed must be lodged with or posted to the Transfer Secretaries of the Company, Computershare Investor Services (Pty) Limited, at

Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196 or posted to the Transfer Secretaries at Private Bag X9000, Saxonwold, 2132, to be received by them by no later than 10h00 on Wednesday, 10 August

2022, provided that any form of proxy not delivered to the Transfer Secretary by this time may be handed to the Chairman of the AGM at any time prior to the commencement of the AGM.

The date on which shareholders must be recorded as such in the share register of the Company to be eligible to vote at the AGM is Friday, 5 August 2022, with the last day to trade being

Tuesday, 2 August 2022.

AMENDMENTS TO THE COMPANY'S MEMORANDUM OF INCORPORATION AND THE MANAGEMENT AGREEMENT

The Board of Directors have resolved that, in terms of section 16 of the Companies Act, the existing Memorandum of Incorporation ("MOI") of the Company be amended to align with the current nature of RHB's business as an Investment Holding Company and the treatment of the B Ordinary Share Dividend

The proposed amendments to the MOI will result in consequential amendments to the Management Agreement. Therefore, the directors have also resolved, that in terms of section 16 of the Companies Act, the Management Agreement between the Company, RH Bophelo Operating Company Proprietary Limited ("Opco") and RH Bophelo

Management Company Proprietary Limited ("Manco") be amended to align with the current nature of RHB's business as an Investment Holding Company and the treatment of the B Ordinary Share Dividend to facilitate paying the management fee either in cash or through the issue of RH Bophelo shares or a combination thereof at the election of RH Bophelo, subject to the JSE Listings Requirements, and which amended Management Agreement becomes effective from the date of signature and approval of the ordinary resolution contained in the Notice of Annual General Meeting, other than the Manco, related party and its associates, being cast in favour of the relevant resolution.

The resolutions relating to the amendments to the MOI and the Management Agreement will be inter-conditional.

Manco is a related party to RH Bophelo as certain of the RH Bophelo directors are shareholders and directors of Manco. There is a management agreement in place between RH Bophelo and Manco, which agreement is available for inspection. There is only 1 B share issued to the management company, being Manco. The B share is unlisted and serves as an instrument for payment of fees to the management company. The amendments to the Management Agreement are subject to shareholder approval. The Management Agreement is a related party agreement in terms of the Listings Requirements, as such, any amendments to be made to it require the preparation of a circular to shareholders and a fairness opinion as well as shareholder approval. The Company has incorporated the necessary resolution into the notice of annual general meeting because it is an efficient and effective way to save costs, especially costs occasioned by the preparation of a separate circular.

One of the amendments to be made to the MOI and consequently the Management Agreement relates to the possible issue of shares as an alternative to a cash payment of the B Share Dividend to B shareholders, which will result in future dilution to shareholders. This mechanism or arrangement is regarded as the specific issue of shares to a related party in terms of section 5.51 and Section 10 of the JSE Listings Requirements, and requires the provision of a fairness opinion by an independent professional expert, if applicable, as well as shareholder approval at the time of such election by the Board of RH Bophelo.

In this regard, the Company has requested and obtained dispensation from the JSE not to obtain a fairness opinion for the amendment of the Management Agreement as:

• All the amendments proposed, save for the specific amendment below, relate to alignment of the terms of the management agreement to Section 46 of the Companies Act No. 71 of 2008, removal of references to the issuer as a SPAC and alignment with section 15 of the Listings Requirements, and
• The proposed amendment to allow for the Issuer to issue shares to settle the B share distribution will require compliance with the relevant provisions of the Requirements, including obtaining a fairness opinion, if applicable, and shareholder approval at the time of issue of the shares.

By order of the Board

Johannesburg

30 June 2022

Sponsor South Africa: Deloitte & Touche Sponsor Services Proprietary Limited

Sponsor Rwanda: Faida Securities Rwanda Limited

Legal Advisor: MBA Incorporated