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Notice of Meeting of Noteholders
FirstRand Bank Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1929/001225/06)
Company code: BIFR1
(the “Issuer”)
FIRSTRAND BANK LIMITED
A public company with limited liability duly incorporated in accordance with the company laws of
South Africa and registered as a bank in terms of the Banks Act, 1990
(Registration number 1929/001225/06)
(the Issuer)
NOTICE OF MEETING OF NOTEHOLDERS
NOTICE OF MEETING
In accordance with Condition 18 (Notices) of the Terms and Conditions (as defined below) of the
programme memorandum dated 20 February 2015, as amended or supplemented from time to
time (the Programme Memorandum), notice (this Notice) is hereby given by the Issuer to the
holders of the notes issued under the Programme Memorandum (the Noteholders) that a meeting
of Noteholders will be held at ENS Johannesburg offices, 150 West Street, Sandton,
Johannesburg, 2196, on Friday 11 September 2015, at 10:00 am for the purpose of considering
and, if thought fit, of passing (with or without modification in the manner required) the resolution
specified at paragraph 4 of this Notice (the Meeting) in accordance with Condition 19 (Amendment
of these Conditions).
REASON FOR THE MEETING
1. Capitalised terms used herein which are not otherwise defined shall bear the meaning
ascribed thereto in the section headed “Terms and Conditions of the Notes” in the
Programme Memorandum (the Terms and Conditions).
2. Noteholders and prospective noteholders have proposed certain amendments to the Terms
and Conditions. After due consideration by the Issuer and extensive consultation with the
Noteholders and prospective noteholders, the Issuer seeks Noteholders’ consent in
accordance with Condition 19 (Amendment of these Conditions) of the Terms and
Conditions, to amend the Terms and Conditions.
RESOLUTION TO BE PASSED AT THE MEETING
3. If thought fit of passing with or without modification in the manner required for the passing of
resolutions in accordance with Condition 19 (Amendment of these Conditions) of the Terms
and Conditions, the following resolution will be passed at the Meeting:
AS EXTRAORDINARY RESOLUTION NO. 1
“THAT, the Noteholders hereby consent to the amendment of the Terms and
Conditions”
4. A Noteholder entitled to attend and vote at the meeting is entitled to appoint one or more
proxies to attend and vote in his/her stead. A proxy need not also be a Noteholder. A proxy
form is annexed to this Notice for use by the Noteholder, as Annexure “A”, if required.
5. The proposed amendments are attached in marked up and clean format at Annexure “B” and
“C” respectively.
6. A synopsis summarising the proposed amendments is attached as Annexure “D”.
7. Proxy forms must be lodged with the relevant CSD Participant of each Noteholder (that
provided said Noteholder with this Notice) and copies thereof e-mailed to Rand Merchant
Bank, a division of FirstRand Bank Limited in the manner set out in Annexure “A” annexed
hereto not less than 48 hours before the date of the meeting.
8. This Notice is being delivered to Strate and the JSE in accordance with Condition 19
(Amendment of these Conditions) as read with Condition 18 (Notices) of the Terms and
Conditions.
ANNEXURE “A”
FIRSTRAND BANK LIMITED
A public company with limited liability duly incorporated in accordance with the company laws of
South Africa and registered as a bank in terms of the Banks Act, 1990
(registration number 1997/020911/01929/001225/06)
(the Issuer)
FORM OF PROXY
For use by Noteholders of the Issuer at a meeting (the Meeting) of Noteholders to be held at
ENS Johannesburg offices, 150 West Street, Sandton, Johannesburg, 2196, on Friday
11 September 2015, at 10:00 am.
I/We
being a Noteholder of the Issuer who currently holds
_________________________________________ nominal amount of Notes under stock
code _________________________ hereby appoints (see note 1):
1. ___________________________________________or failing him/her
2. ___________________________________________or failing him/her
3. the chairman of the Meeting,
as my/our proxy to act for me/us and on my/our behalf at the Meeting which will be held for
the purpose of considering and, if deemed fit, passing, with or without modification, the
resolution(s) to be proposed thereat and at any adjournment thereof, and to vote for and/or
against the resolution(s) and/or abstain from voting in respect of the resolution(s), in
accordance with the following instructions (see notes attached):
For Against Abstain
Extraordinary Resolution No 1
SIGNED at ___________________________ on ________________________________
2015
Signature
____________________________________________________________________
(Assisted by me (where applicable)) _____________________________________________
A Noteholder entitled to attend and vote is entitled to appoint a proxy to attend, speak and on
a poll vote in his/her stead at the Meeting and such proxy need not also be a Noteholder.
NOTES
1. A Noteholder may insert the name of a proxy in the space provided, with or without
deleting “the chairman of the Meeting”. The person whose name stands first on the
form of proxy and who is present at the Meeting will be entitled to act as proxy to the
exclusion of those whose names follow.
2. A Noteholder’s instructions to the proxy must be indicated by way of a cross in the
space provided. Failure to comply with the above will be deemed to authorise the
chairman of the Meeting, if he/she is the authorised proxy, to vote in favour of the
resolution at the Meeting, or any other proxy, to vote in favour of the resolution at the
Meeting, or any other proxy to vote or to abstain from voting at the Meeting as he/she
deems fit, in respect of all the Noteholder’s votes exercisable thereat.
3. The form of proxy must be lodged with the relevant CSD Participant of each Noteholder
(that provided said Noteholder with the Notice), as follows:
3.1 in respect of the relevant CSD Participant, either the original form may be lodged at
the registered address of such CSD Participant or a copy of the form may be faxed
to such CSD Participant (with the original to follow shortly thereafter) or a copy of
the form may be scanned and emailed to such CSD Participant (with the original to
follow shortly thereafter); and
3.2 on receipt of this proxy form, the relevant CSD Participant must then notify Strate of
the total number of Consent Notices received, both in favour and not in favour of the
proposed amendments by fax to Strate (for the attention of Mr. Steven Ingleby at fax
number +27 11 759 5500) or by e-mail to steveni@strate.co.za copying
cdadmin@strate.co.za by no later than 17:00 on 9 September 2015; and
3.3 in respect of Rand Merchant Bank, a copy of the proxy form must be e-mailed to
Rand Merchant Bank Limited (for the attention of Leigh Cunningham Scott at e-mail
address Leigh.Cunningham-Scott@rmb.co.za or e-mailed to Dave Sinclair at
dave.sinclair@rmb.co.za not less than 48 (forty-eight) hours before the time for
holding the Meeting.
4. The completion and lodging of this form of proxy will not preclude the Noteholder from
attending the Meeting and speaking and voting in person thereat to the exclusion of any
proxy appointed in terms hereof, should such Noteholder wish to do so.
4 September 2015
Debt Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Date: 04/09/2015 01:22:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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