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FSR/MET - FirstRand Limited/Metropolitan Holdings Limited - Results of the respective general meetings of FirstRand ordinary shareholders and Metropolitan shareholders FirstRand Limited (Incorporated in the Republic of South Africa) (Registration number 1966/010753/06) Share code: FSR ISIN: ZAE000066304 ("FirstRand") Metropolitan Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 2000/031756/06) Share code: MET ISIN: ZAE000050456 ("Metropolitan") Momentum Group Limited (Incorporated in the Republic of South Africa) (Registration number 1904/002186/06) ("Momentum") Results of the respective general meetings of FirstRand ordinary shareholders and Metropolitan shareholders Shareholders of FirstRand and Metropolitan are referred to the announcement released on SENS on 26 August 2010 advising of the detailed terms of the proposed merger of Metropolitan and Momentum (the "Merger") and subsequent unbundling by FirstRand of its entire holding of shares in Metropolitan (the "Unbundling"). The Merger and the Unbundling are collectively hereinafter referred to as the "Transaction". Shareholders of FirstRand and Metropolitan are also referred to the FirstRand circular and the Metropolitan circular and revised listing particulars posted to the respective shareholders on 6 September 2010, which, inter alia, contained unaudited pro forma financial information of the Merger, the Unbundling and the specific repurchase of certain Metropolitan shares (the "Specific Repurchase"). The updated pro forma financial effects following the release of the Metropolitan and FirstRand results on 1 September 2010 and 14 September 2010 respectively were released on SENS on 22 September 2010. Metropolitan shareholders are advised that all of the resolutions required to implement the Merger and the Specific Repurchase were duly approved by the requisite majorities at the general meeting of Metropolitan shareholders held on 28 September 2010. FirstRand shareholders are advised that all of the resolutions required to effect the Unbundling were duly approved by the requisite majorities at the general meeting of FirstRand ordinary shareholders held on 28 September 2010. The special resolutions passed at the general meeting of Metropolitan will be lodged with the Companies and Intellectual Property Registration Office ("CIPRO") for registration. All of the conditions precedent have been fulfilled save for the following: registration by CIPRO of the special resolutions required to give effect to the Transaction; waiver by certain parties of their pre-emptive and/or other change of control rights that may arise from the implementation of the Transaction; approval of the Transaction by the Competition Tribunal; approval of the Transaction by the Financial Services Board; and the JSE having confirmed in writing that it will admit to listing the Metropolitan consideration shares. A finalisation announcement will be released once these conditions precedent have been fulfilled. The Transaction is also subject to the resolutive condition that the Unbundling is implemented within 10 business days following the implementation of the Merger. 28 September 2010 Merchant bank and sponsor to FirstRand and merchant bank to Momentum RAND MERCHANT BANK (A division of FirstRand Bank Limited) Legal advisors to FirstRand and Momentum Webber Wentzel Independent sponsor to FirstRand PricewaterhouseCoopers Corporate Finance Financial advisors to Metropolitan JP Morgan Chase Bank Fidelis Partners Sponsor to Metropolitan Merrill Lynch South Africa (Pty) Limited Legal advisors to Metropolitan Edward Nathan Sonnenbergs Sponsor in Namibia to FirstRand and Metropolitan Simonis Storm Securities (Pty) Limited Date: 28/09/2010 13:54:01 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.
