FIRSTRAND BANK LIMITED - Notice of Request for Written Consent of Noteholders

Notice of  Request for  Written Consent of Noteholders

FirstRand Bank Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1929/001225/06)
Company code: BIFR1
(FRB)


                              FIRSTRAND BANK LIMITED
                         (Registration Number: 1929/001225/06)
                                       (the Issuer)


     NOTICE OF REQUEST FOR WRITTEN CONSENT OF INSTRUMENTHOLDERS IN
       ACCORDANCE WITH CONDITION 23 OF THE FIRSTRAND BANK LIMITED
         ZAR15,000,000,000 STRUCTURED NOTE AND PREFERENCE SHARE
                                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 Instrumentholders) issued under the
      FirstRand Limited ZAR15,000,000,000 Structured Note and Preference Share
      Programme (the Programme) established pursuant to a programme memorandum
      dated 11 February 2008 (the Programme Memorandum) in accordance with
      Condition 21 (Notices) of the section headed “Terms and Conditions of the
      Instruments” in the Programme Memorandum (the Terms and Conditions), for
      purposes of obtaining the Instrumentholders’ written consent to waive the 14 day
      written notice period required in terms of Condition 22 (Meeting of Instrumentholders)
      and amend and restate the Terms and Conditions of the following applicable pricing
      supplements:

1.1        applicable pricing supplement dated 10 October 2014 (the FRC78 Applicable
           Pricing Supplement) in relation to the issue of ZAR22,350,000 Credit Linked
           Notes with Scheduled Termination Date of 15 June 2016 (Stock Code FRC78)
           (the FRC78 Notes);

1.2        applicable pricing supplement dated 12 October 2011 (the FRC79 Applicable
           Pricing Supplement) in relation to the issue of ZAR35,150,000 Credit Linked
           Notes with Scheduled Termination Date of 15 June 2016 (Stock Code FRC79)
           (the FRC79 Notes);

1.3        applicable pricing supplement dated 17 November 2011 (the FRC82 Applicable
           Pricing Supplement) in relation to the issue of ZAR20,000,000 Credit Linked
           Notes with Scheduled Termination Date of 15 June 2016 (Stock Code FRC82)
           (the FRC82 Notes),

      the FRC78 Notes, the FRC79 Notes and the FRC82 Notes, together constituting the
      Notes and the FRC78 Applicable Pricing Supplement, the FRC79 Applicable Pricing
      Supplement and the FRC82 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 Instrumentholders’ consent in accordance with Condition 23.2
      (Modification) of the Terms and Conditions to:

3.1        waive the 14 day written notice period required in terms of Condition 22 (Meeting
           of Instrumentholders); and

3.2        amend and restate the Terms and Conditions of the Applicable Pricing
           Supplements to reflect the changes highlighted in the attached revised versions
           of each Applicable Pricing Supplement annexed as Schedules 1 to 3 hereto,

      by completing the Consent Notice annexed hereto as Schedule 4 and delivering the
      same to the registered office of the relevant CSD Participant that provided said
      Instrumentholder with the Consent Notice, and providing a copy thereof to FirstRand
      Bank Limited, acting through its Rand Merchant Bank division (as Dealer) and the
      Issuer by no later than 12h00 on Friday 22 August 2014 in accordance with the terms
      and conditions of Schedule 4. The relevant CSD Participant will then notify Strate
      Limited of the total number of Consent Notices received, both in favour and not in
      favour of the proposed amendments.

4.    As a consequence of the proposed amendments to the Applicable Pricing
      Supplements, the Noteholders consent to the withdrawal of the Credit Event Notice
      dated 11 August 2014 in respect of the Reference Entity applicable to the Notes, which
      Credit Event may not again be cited for the remainder of the term of the Notes.

5.    This Notice is being delivered to Strate in accordance with Condition 23 (Modification)
      as read with Condition 21 (Notices) of the Terms and Conditions.




      21 August 2014

      Debt Sponsor
      Rand Merchant Bank (A division of FirstRand Bank Limited)

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