FirstRand Limited - Issue and listing of additional ordinary shares FirstRand Limited (Incorporated in the Republic of South Africa) Registration number: 1966/010753/06 JSE Share Code: FSR NSX Share Code: FST ISIN: ZAE000066304 ("FirstRand" or the "Company") ISSUE AND LISTING OF ADDITIONAL ORDINARY SHARES Rand Merchant Bank Corporate Finance is authorised to announce that FirstRand has issued a further 1,465,514 ordinary shares as a result of a conversion of preference shares under the FirstRand Out-performance Share Incentive Scheme (the "Out-performance scheme" or the "Scheme"). The JSE Limited ("JSE") has granted a listing of the 1,465,514 additional ordinary shares in the capital of FirstRand with effect from Thursday, 27 October 2005. These new FirstRand ordinary shares arise from the conversion of redeemable, convertible preference shares previously issued by the Company to selected staff members under the Out-performance scheme. The rules of the Out-performance scheme were approved by FirstRand"s shareholders and are incorporated in its Articles of Association. Under the Scheme, incentive shares accrue to participants in terms of a formula based on the level of out-performance achieved by the FirstRand ordinary share price relative to the Fini 15 Index. This index forms part of the "FTSE-JSE Africa Index Series" administered by the JSE and is composed of the fifteen largest listed financial services organisations in South Africa. As such, the index reflects the share price performance of FirstRand"s peer group. For the preference shares that now fall due for conversion, the performance measurement period was from end June 2002 to end June 2005. - In this period, the weighted average FirstRand share price increased by 81% while the Fini 15 Index grew by 50%. - In the context of FirstRand"s market capitalisation, the out-performance - value that was created for shareholders (relative to their Fini 15 peers) amounted to some R15,4bn, relative to FirstRand"s market capitalisation at end June 2005 of R79,3bn. - Of this value, approximately 0,15 per cent accrued to the participants and resulted in 1,5 m FirstRand shares being awarded to them. It is these FirstRand shares that are now being listed on the JSE. Financial Impact Assuming that the additional ordinary shares had been issued for the full year ended 30 June 2005 (FirstRand"s latest financial reporting period) the impact of the conversion may be extrapolated as follows: Before After % Change Headline earnings per share - basic (cents) 146.2 146.2 -0.0% Net asset value per share (cents) 478.6 478.4 -0.0% Both in absolute terms and in the context of the shareholder value that was created and / or preserved by the group such dilution is not material. As it represents part of the superior value realised, existing shareholders continue to be better off than they would have been had they invested in FirstRand"s peer group. Sandton 1 November 2005 Merchant bank and joint sponsor Rand Merchant Bank (A division of FirstRand Bank Limited) Date: 01/11/2005 10:53:06 AM Supplied by www.sharenet.co.za Produced by the JSE SENS Department