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Report on proceedings at the general meeting and the meeting of preference shareholders
FIRSTRAND LIMITED
Incorporated in the Republic of South Africa
(Registration number 1966/010753/06)
JSE share code: FSR
ISIN: ZAE000066304
JSE B preference share code: FSRP
ISIN: ZAE000060141
NSX share code: FST
LEI: 529900XYOP8CUZU7R671
(FirstRand or the group)
REPORT ON PROCEEDINGS AT THE GENERAL MEETING AND THE MEETING OF PREFERENCE SHAREHOLDERS REGARDING THE PROPOSED
REPURCHASE OF PREFERENCE SHARES
Unless otherwise defined in this announcement, all capitalised terms contained herein shall bear the same meanings ascribed thereto in the Circular.
1. Introduction
Shareholders are referred to the firm intention announcement released on Friday, 8 July 2022 and the circular to Shareholders and notices of meetings distributed on
Monday, 11 July 2022 (the Circular) regarding two alternative but concurrent offers by FirstRand to acquire all the issued Preference Shares in FirstRand by way of a
repurchase of the Preference Shares to be implemented by way of either (i) a scheme of arrangement or (ii) a general offer.
2. Results of the General Meeting
The board of directors of FirstRand is pleased to announce that at the General Meeting held today, Thursday, 25 August 2022, all the ordinary and special resolutions
contained in the Notice of the General Meeting, which formed part of the Circular, and proposed at the General Meeting were approved by the requisite majority of votes.
In this regard, FirstRand confirms the voting statistics from the General Meeting as follows:
Votes cast disclosed as a
percentage in relation to the total
number of shares voted at the
meeting
Shares voted disclosed as a Shares abstained disclosed
Number of shares percentage in relation to the as a percentage in relation
Resolutions voted total issued shares 1,2 to the total issued shares 1,2
Ordinary shares (Ords)
Preference shares (Prefs)
For Against
Special resolution 1: 4 358 094 979
Repurchase of Preference Shares from Directors or 99.86% 0.14% (comprising
prescribed officers or their related persons in terms of (comprising (comprising 4 333 611 316 Ords
section 48(8)(a) of the Companies Act as a result of the 99.86% Ords 0.14%Ords and and 24 483 663 77.07% (comprising 77.26% 0.12% (comprising 0.12%
Scheme or the Standby Offer and 100% Prefs) 0.0% Prefs) Prefs) Ords and 54.41% Prefs) Ords and 0.00% of Prefs)
99.87% 0.13% 4 358 242 568 77.08% (comprising 77.26% 0.11% (comprising 0.11%
Special resolution 2: (comprising (comprising (comprising Ords and 54.41% Prefs) Ords and 0.00% of Prefs)
Acquisition of more than 5% of the issued Preference 99.86% Ords 0.14% Ords and 4 333 758 905 Ords
Shares in terms of section 48(8)(b), read with the and 100% Prefs) 0.00% Prefs) and 24 483 663
requirements of sections 114 and 115, of the Prefs)
Companies Act in terms of the Scheme or the Standby
Offer
Ordinary resolution 1:
Subject to the passing of Special Resolutions Numbers
1 to 2 (inclusive), any two authorised signatories of 4 358 270 572
FirstRand be and are hereby jointly authorised to sign 99.99% 0.01% (comprising
all such documents and do all such other things as may (comprising (comprising 4 333 786 909 Ords
be necessary for or incidental to the implementation of 99.99% Ords 0.01% Ords and and 24 483 ,663 77.08% (comprising 77.26% 0.11% (comprising 0.11%
Special Resolutions Numbers 1 to 2 (inclusive) and 100% Prefs) 0.00% Prefs) Prefs) Ords and 54.41% Prefs) Ords and 0.00% of Prefs)
1 Total issued ordinary share capital is 5 609 488 001 ordinary shares with total voteable shares.
2 Total issued preference share capital is 45 000 000 preference shares.
3. Results of the Meeting of Preference Shareholders
The board of directors of FirstRand is pleased to announce that at the Meeting of the Preference Shareholders held today, Thursday, 25 August 2022, the special
resolution contained in the Notice of the Meeting of Preference Shareholders, which formed part of the Circular, and proposed at the Meeting of Preference Shareholders
was approved by the requisite majority of votes.
In this regard, FirstRand confirms the voting statistics from the Meeting of Preference Shareholders as follows:
Votes cast disclosed as a Shares voted disclosed as a
percentage in relation to the total percentage in relation to the Shares abstained disclosed
number of shares voted at the total issued shares1 as a percentage in relation
meeting to the total issued shares1
Number of shares
Resolution voted
Prefs
For Against Prefs Prefs
Special resolution 1:
Approval of the Scheme in terms of section 114(1),
read with section 115(2)(a) of the Companies Act 99.97% 0.03% 17 362 689 38.58 % 0.04%
1 Total issued preference share capital is 45 000 000 preference shares.
4. Scheme conditions
None of the Preference Shareholders have given notice objecting to the Scheme as contemplated in section 164 of the Companies Act. Accordingly, the Scheme Condition
set out in paragraph 7.4 of the Circular has been fulfilled. Shareholders should note that the implementation of the Scheme remains subject to the fulfilment or waiver of a
number of other Scheme Conditions by the dates set out in the Circular. An announcement will be released on SENS and published in the South African press as soon as
possible after the fulfilment or waiver (where permitted), as the case may be, of all the outstanding Scheme Conditions or any non-fulfilment of any Scheme Condition
which causes the Scheme to lapse.
5. Responsibility statement
The Independent Board and the board of directors of FirstRand, collectively and individually, accept responsibility for information contained in this announcement which
relates to FirstRand, the Scheme and the Standby Offer, and certify that, to the best of their knowledge, such information is true and that this announcement does not omit
any facts that would make any of the information false or misleading or would be likely to affect the importance of any information contained in this announcement. The
Independent Board and the board of directors of FirstRand have made all reasonable enquiries to ascertain that no facts have been omitted and that this announcement
contains all information required by law.
Sandton
Thursday, 25 August 2022
EXCLUSIVE FINANCIAL ADVISOR AND SPONSOR
Rand Merchant Bank (a division of FirstRand Bank Limited)
INDEPENDENT SPONSOR
Deloitte & Touche Sponsor Services (Pty) Ltd
LEGAL ADVISOR
DLA Piper Advisory Services (Pty) Ltd
INDEPENDENT EXPERT
KPMG Services (Pty) Ltd
TRANSFER SECRETARY
Computershare Investor Services (Pty) Ltd
Date: 25-08-2022 05:17:00
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