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FirstRand - Details and dates of the odd-lot offer FirstRand Limited (Incorporated in the Republic of South Africa) (Registration number: 1966/010753/06) Share Code: FSR ISIN: ZAE000014973 ("FirstRand") Details and dates of the odd-lot offer 1. Introduction FirstRand wishes to reduce the substantial and ongoing administration costs associated with having a large number of small shareholders. At 25 June 2004, approximately 8% of the total number of shareholders held less than 100 shares each. These shareholders hold approximately 55 304 shares. Accordingly, the directors have proposed the implementation of an odd-lot offer to facilitate a reduction in the number of small shareholders. A circular containing full details of the odd-lot offer will be posted to shareholders on 4 August 2004, and all shareholders who hold in aggregate less than 100 shares ("odd-lot holders") are urged to read that circular carefully. To assist shareholders in this regard, any questions may be referred to the Information Agent (Computershare) by calling the helpline number on 0800 203 964 (or +27 11 870 8213 if calling from outside South Africa) from Wednesday, 4 August 2004 between 08:30 and 17:00. 2. Offer price Subject to the fulfilment of the condition precedent set out in paragraph 6, the odd-lot offer will be implemented at the price equivalent to the weighted average traded price of FirstRand shares on the JSE Securities Exchange South Africa ("JSE"), over the five trading days commencing on Friday 20 August 2004 and ending Thursday 26 August 2004 ("offer price"). The offer price will be published on SENS on Friday 27 August 2004 and in the South African press on Monday 30 August 2004. 3. Mechanism of the odd-lot offer 3.1 Odd-lot holders recorded as such at the close of business on Friday 17 September 2004 will be afforded the opportunity to participate in the odd- lot offer. The odd-lot offer will be implemented on the basis that odd-lot holders may elect to - 3.1.1 purchase or subscribe for sufficient additional shares to increase their odd-lot holdings to holdings of 100 shares, at the offer price ("the purchase alternative"); or 3.1.2 sell their odd-lot holdings at the offer price plus a 5% premium ("the cash alternative"); or
3.1.3 retain their odd-lot holdings. 3.2 The shares of those odd-lot holders who do not make an election or who elect the cash alternative will be applied in the first instance to meeting the aggregate requirement of those odd-lot holders who elect to increase their holdings to 100 shares and any surplus shares will be repurchased, at the offer price plus a 5% premium, by FirstRand. 3.3 To the extent that the number of shares referred to in paragraph 3.2 is insufficient to meet the aggregate requirement of those odd-lot holders who elect to increase their holdings to 100 shares, FirstRand will issue new shares to the odd-lot holders in question, at the offer price. Shareholders who hold in aggregate less than 100 shares at the close of business on Friday 17 September 2004, and who do not elect the cash alternative, the purchase alternative or to retain their odd-lot holding, will be deemed to have accepted the cash alternative and will have their odd-lot holdings sold on their behalf at the offer price plus a 5% premium, without any further action on their part and without any further notice to them. 4. Effect on FirstRand"s share capital The odd-lot offer, including any new issue of shares or repurchase of shares by FirstRand pursuant to the odd-lot offer, will have no material effect on FirstRand"s ordinary share capital. 5. Financial effects The odd-lot offer and any potential issue of new shares or specific repurchase of shares pursuant to the odd-lot offer will have no material effect on FirstRand"s earnings and headline earnings per share, or on the net asset value and tangible net asset value per share. 6. Condition precedent The implementation of the odd-lot offer is subject to the passing, and registration where necessary, of the special and ordinary resolutions to be proposed at the general meeting of shareholders of FirstRand to be held at 10h00 on Thursday 2 September 2004. 7. Salient dates The salient dates in respect of the odd-lot offer are as follows - 2004 Odd-lot offer opens at 09h00 on Wednesday 4 August Offer price finalised and announced Friday 27 August on SENS on Offer price published in the South Monday 30 August African press on Forms of proxy for the general Tuesday 31 August meeting of shareholders to be received by the transfer secretaries by 10h00 on General meeting of shareholders held Thursday 2 September at 10h00 on Results of general meeting published Thursday 2 September on SENS on Results of general meeting published Friday 3 September in the press on Last day to trade in order to Friday 10 September participate in the odd-lot offer on Forms of election and surrender for Friday 17 September the odd-lot offer to be received by the transfer secretaries by 12h00 on Odd lot offer closes at 12h00 on Friday 17 September Record date to determine those Friday 17 September shareholders entitled to participate in the odd-lot offer at the close of business on Implementation of the odd-lot offer Friday 17 September takes effect after close of business on Odd-lot holders with dematerialised Monday 20 September shares have their safe custody accounts held at their CSDP or broker updated with their new holding and debited/credited with the cash amount, as the case may be, on New share certificates posted to odd- lot holders with certificated shares Monday 20 September who elected to purchase additional shares, at the risk of such odd-lot holders, on or about Cheques in respect of the sale of odd- Monday 20 September lot holdings by odd-lot holders with certificated shares posted, at the risk of such odd-lot holders, on or about Results of the odd-lot offer Monday 20 September announced on SENS on Results of the odd-lot offer Tuesday 21 September published in the press on Notes: 1. The above dates and times are subject to change. Any changes will be published in the South African press and on SENS. 2. All times in this circular are South African local times. 3. Shareholdings may not be dematerialised or rematerialised between Monday 13 September 2004 and Friday 17 September 2004, both days inclusive. 4. Dematerialised odd-lot holders are required to notify their duly appointed CSDP or broker of their election in the manner and time stipulated in the agreement governing the relationship between the odd-lot holder and his CSDP or broker. 5. In the case of holders of certificated shares who elect the cash alternative, cheques will be posted at the risk of such holder on or about Monday 20 September 2004, or within five business days after the receipt of such documents of title by the transfer secretaries, whichever is the later. 8. General meeting The general meeting of shareholders will be held at 10h00 on Thursday 2 September 2004 at 1 Merchant Place, corner Fredman Drive and Rivonia Road, Sandton. At the general meeting, shareholders will be asked to consider and approve, inter alia, special resolutions amending the articles of association of FirstRand for purposes of implementing the odd-lot offer, granting a specific authority to purchase its own shares for purposes of implementing the odd-lot offer and amending the articles of association of FirstRand to amend certain of the rights and privileges attaching to the preference shares not yet in issue. 9. Documentation A circular containing full details of the odd-lot offer, a notice of the general meeting of shareholders, a form of proxy, and a form of election and surrender will be posted to shareholders on 4 August 2004. Sandton 3 August 2004 Merchant bank and sponsor Rand Merchant Bank (A division of FirstRand Bank Limited) Corporate Finance Attorneys Deneys Reitz Information agent and transfer secretaries Computershare Investor Services 2004 (Proprietary) Limited Date: 03/08/2004 03:59:12 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
