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Report on proceedings at the annual general meeting of the ordinary shareholders and changes to the board
FIRSTRAND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1966/010753/06)
JSE ordinary share code: FSR ISIN: ZAE000066304
JSE B preference share code: FSRP ISIN: ZAE000060141
NSX ordinary share code: FST
(FirstRand)
REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING OF THE ORDINARY
SHAREHOLDERS AND CHANGES TO THE BOARD
Ordinary shareholders are advised that, at the 20th (twentieth) annual general meeting (AGM) of
FirstRand held at 9am on Tuesday, 29 November 2016, all of the resolutions set out in the notice of
the AGM dated 7 September 2016 were passed, without modification, by the requisite majority of
votes. Details of the votes cast on each resolution are set out below:
Total number of shares that can be exercised at the meeting 100% 5 609 488 001
Total number of shares present/represented including proxies at the meeting 81% 4 521 146 028
Total number of members present in person 9
Ordinary resolution numbers 1.1: Re-election of directors by way of separate resolution: MS Bomela
Abstained Shares voted
Disclosed as a % Disclosed as a %
calculated in calculated in
relation to the relation to the
For Against issued share capital issued share capital
4 395 872 981 121 841 427 3 431 620 4 517 714 408
97.30303% 2.69697% 0.06118% 80.53702%
Ordinary resolution numbers 1.2: Re-election of directors by way of separate resolution: P Cooper
Abstained Shares voted
Disclosed as a % Disclosed as a %
calculated in calculated in
relation to the relation to the
For Against issued share capital issued share capital
4 446 587 783 71 123 361 3 434 884 4 517 711 144
98.42568% 1.57432% 0.06123% 80.53696%
Ordinary resolution numbers 1.3: Re-election of directors by way of separate resolution: GG Gelink
Abstained Shares voted
Disclosed as a % Disclosed as a %
calculated in calculated in
relation to the relation to the
For Against issued share capital issued share capital
4 506 601 562 12 339 582 2 204 884 4 518 941 144
99.72694% 0.27306% 0.03931% 80.55889
Ordinary resolution numbers 1.4: Re-election of directors by way of separate resolution: NN Gwagwa
Abstained Shares voted
Disclosed as a % Disclosed as a %
calculated in calculated in
relation to the relation to the
For Against issued share capital issued share capital
4 439 928 177 78 988 511 2 229 340 4 518 916 688
98.25205% 1.74795% 0.03974% 80.55845%
Ordinary resolution numbers 1.5: Re-election of directors by way of separate resolution: BJ van der Ross
Abstained Shares voted
Disclosed as a % Disclosed as a %
calculated in calculated in
relation to the relation to the
For Against issued share capital issued share capital
3 883 322 770 635 618 332 2 204 926 4 518 941 102
85.93435% 14.06565% 0.03931% 80.55889%
Ordinary resolution number 1.6: Vacancies filled by the directors during the year: F Knoetze
Abstained Shares voted
Disclosed as a % Disclosed as a %
calculated in calculated in
relation to the relation to the
For Against issued share capital issued share capital
4 406 975 763 110 735 381 3 434 884 4 517 711 144
97.54886% 2.45114% 0.06123% 80.53696%
Ordinary resolution numbers 2.1: Appointment of auditor: Deloitte & Touche
Abstained Shares voted
Disclosed as a % Disclosed as a %
calculated in calculated in
relation to the relation to the
For Against issued share capital issued share capital
4 504 897 738 14 047 492 2 200 798 4 518 945 230
99.68914% 0.31086% 0.03923% 80.55896%
Ordinary resolution numbers 2.2: Appointment of auditor: PricewaterhouseCoopers Inc.
Abstained Shares voted
Disclosed as a % Disclosed as a %
calculated in calculated in
relation to the relation to the
For Against issued share capital issued share capital
4 490 766 483 14 520 051 15 859 494 4 505 286 534
99.67771% 0.32229% 0.28273% 80.31547%
Advisory endorsement of remuneration policy Endorsement of remuneration policy
Abstained Shares voted
Disclosed as a % Disclosed as a %
calculated in calculated in
relation to the relation to the
For Against issued share capital issued share capital
4 389 115 210 129 034 568 2 996 250 4 518 149 778
97.14408% 2.85592% 0.05341% 80.54478%
Ordinary resolution number 3: Placing the unissued ordinary shares under the control of the directors
Abstained Shares voted
Disclosed as a % Disclosed as a %
calculated in calculated in
relation to the relation to the
For Against issued share capital issued share capital
3 701 178 676 817 489 883 2 477 469 4 518 668 559
81.90861% 18.09139% 0.04417% 80.55403%
Ordinary resolution number 4: General authority to issue authorised but unissued ordinary shares
Abstained Shares voted
Disclosed as a % Disclosed as a %
calculated in calculated in
relation to the relation to the
For Against issued share capital issued share capital
4 228 921 308 290 017 240 2 207 480 4 518 938 548
93.58218% 6.41782% 0.03935% 80.55884%
Ordinary resolution number 5: Signing authority
Abstained Shares voted
Disclosed as a % Disclosed as a %
calculated in calculated in
relation to the relation to the
For Against issued share capital issued share capital
4 518 560 861 348 451 2 236 716 4 518 909 312
99.99229% 0.00771% 0.03987% 80.55832%
Special resolution number 1: General authority to repurchase ordinary shares
Abstained Shares voted
Disclosed as a % Disclosed as a %
calculated in calculated in
relation to the relation to the
For Against issued share capital issued share capital
4 477 031 822 40 296 931 3 817 275 4 517 328 753
99.10795% 0.89205% 0.06805% 80.53014%
Special resolution number 2.1: Financial assistance to directors and prescribed officers as employee share
scheme beneficiaries
Abstained Shares voted
Disclosed as a % Disclosed as a %
calculated in calculated in
relation to the relation to the
For Against issued share capital issued share capital
4 464 620 690 53 882 140 2 643 198 4 518 502 830
98.80752% 1.19248% 0.04712% 80.55107%
Special resolution number 2.2: Financial assistance to related and interrelated entities
Abstained Shares voted
Disclosed as a % Disclosed as a %
calculated in calculated in
relation to the relation to the
For Against issued share capital issued share capital
4 505 535 959 13 403 079 2 206 990 4 518 939 038
99.70340% 0.29660% 0.03934% 80.55885%
Special resolution number 3: Remuneration of non-executive directors with effect from 1 December 2016
Abstained Shares voted
Disclosed as a % Disclosed as a %
calculated in calculated in
relation to the relation to the
For Against issued share capital issued share capital
4 383 414 867 135 463 214 2 267 947 4 518 878 081
97.00228% 2.99772% 0.04043% 80.55776%
Special resolution number 4: Adoption of new Memorandum of Incorporation (MOI) of the Company
Abstained Shares voted
Disclosed as a % Disclosed as a %
calculated in calculated in
relation to the relation to the
For Against issued share capital issued share capital
3 628 800 705 887 867 409 4 477 914 4 516 668 114
80.34243% 19.65757% 0.07983% 80.51837%
The special resolutions will, where necessary, be lodged for registration with the Companies and
Intellectual Property Commission in due course.
Shareholders are further advised that Viv Bartlett and Deepak Premnarayen retired from the boards of
directors of FirstRand Limited and FirstRand Bank Limited (the Boards) at the conclusion of each
company's AGM, being 29 November 2016. The Boards wish to express their appreciation for the
valuable contribution that they have made to the Boards during their time with FirstRand Limited and
FirstRand Bank Limited and wishes them well in their future endeavours.
Sandton
1 December 2016
Sponsor
RAND MERCHANT BANK (a Division of FirstRand Bank Limited)
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