FIRSTRAND LIMITED - No change statement, notice of annual general meeting and proposed specific repurchases

No change statement, notice of annual general meeting and proposed specific repurchases

FirstRand Limited
(Incorporated in the Republic of South Africa)
Registration number: 1966/010753/06
JSE ordinary share code: FSR
JSE ordinary share ISIN: ZAE000066304
JSE B preference share code: FSRP
JSE B preference share ISIN: ZAE000060141
NSX ordinary share code: FST
(FirstRand or the Group)

NO CHANGE STATEMENT, NOTICE OF ANNUAL GENERAL MEETING AND PROPOSED SPECIFIC REPURCHASES

NO CHANGE STATEMENT
Shareholders are advised that the annual integrated report incorporating the report of the directors, the
audited financial statements for the year ended 30 June 2014, the audit committee report and the notice of
the annual general meeting will be published on the FirstRand website, www.firstrand.co.za/
InvestorCentre/Pages/annual-reports.aspx on Monday, 13 October 2014. The summarised financial statements
for the year ended 30 June 2014, together with the notice of annual general meeting will be distributed to
shareholders on or about Friday, 24 October 2014. The documents contain no modifications to the audited
results which were published on SENS on 9 September 2014.

NOTICE OF THE ANNUAL GENERAL MEETING
Notice is hereby given that the eighteenth annual general meeting of FirstRand shareholders will be held at the
Auditorium, FNB Conference and Learning Centre, 114 Grayston Drive, Sandton on Tuesday, 2 December 2014
at 09:00 to transact the business as stated in the annual general meeting notice which will be mailed together
with the summarised financial statements for the year ended 30 June 2014.

Salient dates                                                                                              2014
Record date to determine which shareholders are entitled to receive the notice
of annual general meeting                                                                    Friday, 17 October
Last day to trade in order to be eligible to attend and vote at the annual general
meeting                                                                                    Friday, 14 November
Record date to determine which shareholders are entitled to attend and vote at
the annual general meeting                                                                 Friday, 21 November
Forms of proxy for the annual general meeting to be lodged by 09:00 on*                    Friday, 28 November

*any proxies not lodged by this time must be handed to the chairman of the annual general meeting
immediately prior to the annual general meeting.

PROPOSED SPECIFIC REPURCHASE OF FIRSTRAND ORDINARY SHARES HELD BY THE FIRSTRAND BLACK
EMPLOYEE TRUST (FRBET), THE FIRSTRAND BLACK NON-EXECUTIVE DIRECTORS TRUST (FRBNEDT) AND THE
FIRSTRAND STAFF ASSISTANCE TRUST (FRSAT)(TOGETHER REFERRED TO AS THE TRUSTS)

1. Introduction and background to the proposed specific repurchases

   In 2005, FirstRand concluded a transaction which facilitated the acquisition of an effective 10% interest in
   the issued ordinary share capital of FirstRand by broad based black economic empowerment groups (BEE transaction).
   The trusts were created in order to facilitate the staff and director components of the BEE transaction. The
   staff and director components of the BEE Transaction are due to mature on 31 December 2014. On maturity the trusts are mandatorily required to settle their obligations in terms of the trust deeds. In order
   to settle their obligations to FirstRand Investment Holdings Proprietary Limited, a wholly-owned subsidiary
   of FirstRand, the trusts will have to dispose of some of their FirstRand ordinary shares (shares). FirstRand
   has agreed to the Proposed Specific Repurchases, as defined below (subject to shareholder approval) as
   this will facilitate the unwind of the trusts and the settlement of the obligations.

   The remaining shares held by the trusts will be distributed to the participants thereof in accordance with a
   pre-determined formula as prescribed in the trust deeds.

2. Terms of the proposed specific repurchases

   On 31 December 2014 FirstRand will repurchase a maximum of 62 000 000, 9 000 000 and 7 000 000
   shares from FRBET, FRBNEDT and FRSAT respectively, at no more than the thirty day volume weighted
   average price of a share on 31 December 2014 (proposed specific repurchases). The repurchased shares
   will be cancelled on 31 December 2014 and returned to the status of authorised and unissued
   shares. Other than the deemed treasury shares, as set out in the audited financial statements for the year
   ended 30 June 2014, FirstRand will not have any treasury shares in issue after the proposed specific
   repurchases and unwind of the trusts.

3. Financial effects of the proposed specific repurchases

   For IFRS reporting purposes
   The repurchase of shares from FRBET and FRBNEDT will not have any financial effects on FirstRand given
   that the FRBET and FRBNEDT are consolidated and the shares they hold have been treated as treasury
   shares since inception. The remaining shares owned by FRBET and FRBNEDT that will not be repurchased
   will be distributed to the participants, will no longer be treasury shares and will form part of the issued
   share capital. The dilutive effect of these shares is independent of the repurchase of shares from FRBET
   and FRBNEDT and has been historically disclosed in FirstRand's financial results when determining diluted
   earnings per share.

   FRSAT is not consolidated and has been treated as such for IFRS reporting purposes. The repurchase of
   shares from FRSAT will have the effect of reducing the number of shares in issue by up to 7 000 000 or
   0.13% of the issued share capital. The effect of the repurchase of shares from FRSAT will be to reduce
   diluted earnings per share by 0.70 cents per share and net asset value per share by 0.04 cents per share.
   The interest foregone on the cash required to repurchase the shares from FRSAT (R302 750 000) amounts
   to R14 168 000 after tax.

   For normalised reporting purposes
   The shares held by both FRBET and FRBNEDT were treated as part of shares in issue. FRSAT was not
   consolidated and was treated as such for normalised reporting. The repurchase of these shares from the
   trusts will increase normalised earnings per share by 4.41 cents per share and reduce the normalised net
   asset value per share by 15.22 cents per share or 1.05%.

4. Condition precedent to the proposed specific repurchases

   In terms of the Listing Requirements of the JSE and section 48 of the Companies Act, 71 of 2008, the
   proposed specific repurchases are subject to the approval of at least 75% (seventy five percent) of the
   voting rights exercised on the special resolutions to be proposed at the annual general meeting of
   FirstRand shareholders to be held at the Auditorium, FNB Conference and Learning Centre, 114 Grayston
   Drive, Sandton on Tuesday, 2 December 2014 at 09:00, excluding the votes of the trusts and associates
   thereof.

5. Further details of the proposed specific repurchases

   Further details of the proposed specific repurchases and additional information pertaining thereto, as
   required by the Listing Requirements of the JSE, are included in the notice of annual general meeting
   referred to above.

Sandton
13 October 2014

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Independent Sponsor
PricewaterhouseCoopers Inc.

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