FIRSTRAND BANK LIMITED - FRS222 FRS227 - Request for Written Consent of Noteholders as per Condition 23 of the FirstRand Bank Note Programme

FRS222 FRS227 - Request for Written Consent of Noteholders as per Condition 23 of the FirstRand Bank Note Programme

FirstRand Bank Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1929/001225/06)
Issuer code: FRII
LEI: ZAYQDKTCATIXF9OQY690
Bond code: FRS222       ISIN: ZAG000169228
Bond code: FRS227       ISIN: ZAG000169897
(FRB)


NOTICE OF REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS IN ACCORDANCE WITH CONDITION 23
OF THE FIRSTRAND BANK LIMITED ZAR30,000,000,000 NOTE PROGRAMME

1.    This notice of request for consent (this Consent Request) is delivered by the Issuer to each holder of
      Notes (as defined below) (the Noteholders) issued under the FirstRand Bank Limited
      ZAR30,000,000,000 Note Programme (the Programme) established pursuant to a programme
      memorandum dated 29 November 2011, as amended and/or supplemented from time to time (the
      Programme Memorandum) in accordance with Condition 22 (Notices) of the section headed “Terms and
      Conditions of the Notes” in the Programme Memorandum (the Terms and Conditions), for purposes of
      obtaining the Noteholders’ written consent required in terms of Condition 23 (Amendment of these
      Conditions) to amend and restate the Terms and Conditions of the following applicable pricing
      supplements:

1.1         the applicable pricing supplement dated 30 June 2020 (the FRS222 Applicable Pricing
            Supplement) in relation to the issue of ZAR60,000,000 Structured Notes with a Scheduled
            Termination Date of 6 July 2022 (Stock Code FRS222) (the FRS222 Notes); and

1.2         the applicable pricing supplement dated 29 July 2020 (the FRS227 Applicable Pricing
            Supplement) in relation to the issue of ZAR245,000,000 Structured Notes with a Scheduled
            Termination Date of 31 July 2022 (Stock Code FRS227) (the FRS227 Notes),

      the FRS222 Notes and the FRS227 Notes, together constituting the Notes and the FRS222 Applicable
      Pricing Supplement and the FRS227 Applicable Pricing Supplement, together constituting the Applicable
      Pricing Supplements.

2.    Capitalised terms used herein which are not otherwise defined shall bear the meaning ascribed thereto in
      the Terms and Conditions where the context requires.

3.    The Issuer seeks the Noteholders’ consent in accordance with Condition 23.3 (Amendment of these
      Conditions) of the Terms and Conditions to amend and restate the Terms and Conditions of the
      Applicable Pricing Supplements to reflect the changes highlighted in the revised versions of each
      Applicable Pricing Supplement annexed as Schedules 1 to 2 to the notice disseminated by Strate in order
      to extend the maturity date of the Notes, which consequently required an amendment to the margin of the
      Notes, as requested by noteholders of the FRS222 and FRS227 notes, by completing the Consent Notice
      annexed as Schedule 3 to the notice disseminated by Strate and delivering same to the registered office
      of the relevant Participant that provided said Noteholder with the Consent Notice in accordance with the
      terms and conditions agreed upon with such participant, and providing a copy thereof to Strate Proprietary
      Limited (Strate) on Strate-CDAdmin@strate.co.za, FirstRand Bank Limited, acting through its Rand
      Merchant Bank division (as Dealer) on sorelle.gross@rmb.co.za and the Issuer on
      lynette.fortuin@rmb.co.za by no later than 17h00 on Monday, 27 June 2022 in accordance with the terms
      and conditions of Schedule 3. The relevant Participant will then notify Strate of the total number of
      Consent Notices received, both in favour and not in favour of the proposed amendments.

4.    This Notice is being delivered to Strate, for dissemination by them to the Participants and noteholders, in
      accordance with Condition 23 (Amendment of these Conditions) as read with Condition 22 (Notices) of the
      Terms and Conditions.



27 May 2022

Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 27-05-2022 01:15:00
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