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FirstRand Limited - Issue And Listing Of Additional Ordinary Shares And Declaration Of Directors" Interests FirstRand Limited (Incorporated in the Republic of South Africa) Registration number: 1966/010753/06 Share Code: FSR ISIN: ZAE000014973 ("FirstRand" or the "Company") Issue And Listing Of Additional Ordinary Shares And Declaration Of Directors" Interests Rand Merchant Bank is authorised to announce that the JSE Securities Exchange, South Africa ("JSE") has granted a listing for 15 017 941 additional ordinary shares in the share capital of FirstRand("new shares")with effect from Wednesday 23 April 2003. These new shares arise from the conversion of redeemable, convertible preference shares ("preference shares") issued by the Company on 28 March 2000 to selected staff members in terms of the FirstRand Out-performance Share Incentive Scheme ("Out-performance scheme" or "Scheme"). The rules of the Out-performance scheme were approved by FirstRand"s shareholders at a general meeting held on 22 March 2000 and are incorporated in its Articles of Association. In terms of the Scheme, new FirstRand ordinary shares ("incentive shares") are awarded to participants in terms of a formula based on the level of "out-performance" achieved by the FirstRand ordinary share price over the Fini 15 Index. The 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. Participants are only entitled to the incentive shares if the FirstRand ordinary share price has shown positive growth over the period. For this particular tranche of preference shares that falls due for conversion in terms of the provisions of the scheme: * The performance measurement period was from end June 1999 to end December 2002; * FirstRand"s weighted average share price increased by 12,9% while the Fini 15 index declined by 11,4% in this volatile period; * In the context of FirstRand"s market capitalisation of R39,9bn at end December 2002, the out-performance value that was created and/or preserved (relative to its Fini 15 peers) amounted to some R10,2bn; * Approximately one per cent of this value accrued to the participants and resulted in 15,02m incentive shares being awarded to them, which shares are now listed on the JSE. The issue of the incentive shares to staff members will have a dilutory effect on existing FirstRand shareholders. Had the incentive shares been in issue for the full six months ended 31 December 2002 (FirstRand"s last reporting period) the impact, based on actual unaudited results and incorporating the impact of AC133 would be as follows: Before After Change (cents) (cents) (%) Earnings per share 37,4 37,3 -0,28 Headline earnings per share 40,8 40,7 -0,28 Net asset value per share 402,6 401,5 -0,28 Both in absolute terms and in the context of the shareholder value that was created and/or preserved by FirstRand, 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. The FirstRand board believes that the outcome of the conversion of the first tranche of preference shares in terms of the Out-performance scheme is gratifying and goes some way in rewarding the superior value delivered to shareholders by FirstRand"s management team and staff. The remaining tranches of the scheme should provide FirstRand with a powerful tool with which to retain and motivate its key staff members. Declaration of Directors" Interests In compliance with Rule 3.72 of the JSE Listing Requirements the following information is disclosed relating to the directors who are participants of the Out-performance Scheme and who had preference shares converted in this particular tranche: Director LL Dippenaar PK Harris VW Bartlett Nature of interest Indirect Indirect Indirect Beneficial Beneficial Beneficial
Number of incentive shares awarded on conversion 256,431 256,431 192,323 Gain arising on conversion** R 1,666,802 R 1,666,802 R 1,250,100 ** - On 31 March 2003, the day before the scheduled conversion date, the FirstRand closing price was 650 cents. Sandton 24 April 2003 Merchant Bank and Sponsor to FirstRand Limited Rand Merchant Bank A division of FirstRand Bank Limited Corporate Finance Investor Relations Contacts: JP Burger FirstRand CFO 011 282 1910 AH Arnott FirstRand Company Secretary 011 282 8052 P Cooper FirstRand Executive 021 658 9360
