FirstRand - Issue And Listing Of Additional Ordinary Shares And Declaration Of

FirstRand - Issue And Listing Of Additional Ordinary Shares And Declaration Of  
            Directors" Interest                                                 
FirstRand Limited                                                               
(Incorporated in the Republic of South Africa)                                  
Registration number: 1966/010753/06                                             
JSE Share Code:  FSR          NSX Share Code: FST                               
ISIN Code:  ZAE000066304                                                        
("FirstRand" or the "Company")                                                  
ISSUE AND LISTING OF ADDITIONAL ORDINARY SHARES                                 
AND DECLARATION OF DIRECTORS" INTEREST                                          
Rand Merchant Bank Corporate Finance is authorised to announce that FirstRand   
has issued a further 18,241,971 ordinary shares as a result of a conversion of  
preference shares under the FirstRand Out-performance Share Incentive Scheme    
(the "Out-performance scheme" or the "Scheme"). The JSE Securities Exchange,    
South Africa ("JSE") has granted a listing of the 18,241,971 additional ordinary
shares in the capital of FirstRand with effect from Friday, 27 May 2005.        
These new FirstRand ordinary shares arise from the conversion of redeemable,    
convertible preference shares previously issued by the Company to selected staff
members under the Out-performance scheme. The rules of the Out-performance      
scheme were approved by FirstRand"s shareholders and are incorporated in its    
Articles of Association. Under the Scheme, incentive shares accrue to           
participants in terms of a formula based on the level of out-performance        
achieved by the FirstRand ordinary share price relative to 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.                                          
For the bulk of preference shares that now fall due for conversion, the         
performance measurement period was from end June 1999 to end December 2004.     
-    In this volatile period, the weighted average FirstRand share price        
increased by 105% while the Fini 15 Index grew by 32%.                          
-    In the context of FirstRand"s market capitalisation, the out-performance   
value that was created for shareholders (relative to their Fini 15 peers)       
amounted to some R25,5bn, relative to FirstRand"s market capitalisation at end  
December 2004 of R72,3bn.                                                       
-    Of this value, approximately one per cent accrued to the participants and  
resulted in 18,2m incentive shares being awarded to them.                       
It is these incentive shares that are now being listed on the JSE.              
Declaration of Directors" Interest                                              
In compliance with the JSE Listing Requirements the following information is    
disclosed for Directors who are participants in the Out-performance Scheme:     
Director:             LL Dippenaar   PK Harris   JP Burger                      
Company:              FirstRand      FirstRand   FirstRand Bank                 
Holdings Limited               

Nature of interest:   Indirect       Indirect    Indirect                       
                      Beneficial     Beneficial  Beneficial                     
Date of conversion:   27 May 2005    27 May 2005 27 May 2005                    
Number of ordinary    323 518        323 518     242 638                        
shares accruing:                                                                
Value of              R4 296 319     R4 296 319  R3 222 233                     
transaction:                                                                    
Clearance obtained:   Yes            Yes         Yes                            
Sandton                                                                         
27 May 2005                                                                     
Merchant bank and sponsor                                                       
Rand Merchant Bank (A division of FirstRand Bank Limited)                       
Date: 27/05/2005 03:03:02 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department