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FSR / FSRP / FSPP - FirstRand - Proposed Re-Designation Of The B1 Preference Shares As B Preference Shares FirstRand Limited (Incorporated in the Republic of South Africa) Registration number: 1966/010753/06 JSE Ordinary Share Code: FSR JSE ISIN: ZAE000066304 JSE "B" Preference Share Code: FSRP JSE ISIN: ZAE000060141 JSE "B1" Preference Share Code: FSPP JSE ISIN: ZAE000070900 NSX Ordinary Share Code: FSR ("FirstRand" or "the Company") PROPOSED RE-DESIGNATION OF THE B1 PREFERENCE SHARES AS B PREFERENCE SHARES 1. Introduction and rationale In 2004, FirstRand issued 30 000 000 (thirty million) variable rate non- cumulative non-redeemable B preference shares ("B preference shares"). In 2005, the Company issued a further 15 000 000 (fifteen million) variable rate non- cumulative non-redeemable B1 preference shares ("B1 preference shares"). Economically the B preference shares and B1 preference shares have the same rights and privileges. However, for reasons unknown to the Company, from time to time the B preference shares and B1 preference shares trade at different share prices on the JSE Limited ("JSE"). In order to remove any market perception that the B preference shares and B1 preference shares are economically different, the Company will propose that specific amendments be made to its Articles of Association thereby facilitating the re-designation of the B1 preference shares as B preference shares. After such re-designation, the Company will only have B preference shares in issue ("the proposed re-designation"). In order to give effect to the proposed re-designation, special resolutions (setting out the specific amendments to the rights and privileges attaching to the B preference shares which are contained in the Company`s Articles of Association and re-designating the B1 preference shares as B preference shares) will need to be passed and registered. The proposed re-designation will remove any price disparity as well as any market perception that the B preference shares and B1 preference shares are economically different. In addition to the above, the proposed amendments to the Company`s Articles of Association will enable the Company, to the extent required, to issue further B preference shares without designating such preference shares as a separate class with multiple share codes on the JSE. 2. Conditions precedent The proposed re-designation is subject to: approval by ordinary shareholders in annual general meeting and by B preference shareholders and B1 preference shareholders in separate general meetings ("general meetings") of the special resolutions authorising: the specific amendments to the rights and privileges attaching to the B preference shares which are contained in the Company`s Articles of Association; and the re-designation of the B1 preference shares as B preference shares; and registration of the special resolutions by the Companies and Intellectual Property Registration Office. 3. Salient dates The salient dates for the proposed re-designation are as follows: 2009/2010
Forms of proxy to be received by the Monday, 23 November transfer secretaries by no later than 09:00 on Annual general meeting to be held at 09:00 Wednesday, 25 November on General meeting of B preference Wednesday, 25 November shareholders to be held at 09:30 on General meeting of B1 preference Wednesday, 25 November shareholders to be held at 09:45 on Results of annual general meeting and Wednesday, 25 November general meetings released on SENS on Finalisation announcement released on SENS Friday, 18 December on Last date to trade in B1 preference shares Thursday, 31 December to be eligible for the proposed re-designation on B1 preference shares suspended on the JSE Monday, 4 January from commencement of trading on Commencement of trading of the re- Monday, 4 January designated B preference shares under ISIN ZAE000060141 (Share code: FSRP) on Form of surrender to be submitted by no Friday, 8 January later than 12:00 on Record date for the proposed re- Friday, 8 January designation on B preference share certificates posted to Monday, 11 January B1 preference shareholders who hold their shares in certificated form (provided that old share certificate/s have been surrendered to the transfer secretaries by 12:00 on record date) on B preference shares credited to Monday, 11 January dematerialised B1 preference shareholders accounts held at their CSDP or broker and share balances updated on Listing of B1 preference shares on the JSE Monday, 11 January terminated at commencement of trading on B1 preference share certificates may not be dematerialised or rematerialised after Thursday, 31 December 2009 These dates are subject to amendments. Any amendments will be published on SENS. 4. Further documentation The relevant shareholder resolutions referred to in paragraph 2 above will be set out in FirstRand`s notice of annual general meeting as well as in notices of separate general meetings of the B preference shareholders and B1 preference shareholders, all of which notices will be posted to shareholders on or about 1 November 2009. Sandton 22 September 2009 Merchant bank and sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Legal Advisors Deneys Reitz Attorneys Date: 22/09/2009 13:27:02 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
