FIRSTRAND BANK LIMITED - Notice of meeting of noteholders

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”)

FRB wishes to inform Noteholders that it is commencing a new
voting process with respect to its ZAR80,000,000,000.00 Domestic
Medium Term Note Programme (“The DMTN”). FRB further advises
Noteholders that no material amendments were made to the DMTN
programme memorandum subsequent to the previous SENS issued on 4
September 2015, except for updating language with respect to the
withdrawal of ratings by Fitch. All other amendments, as marked up
in the programme memorandum are as were notified to and reviewed
by Noteholders previously.


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 ENSafrica’s Johannesburg Offices, 150 West Street, Sandton,
Johannesburg, 2196, on 7 October 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 such that the Programme Memorandum dated 20 February 2015 is
           amended, restated, replaced and superseded by the Programme Memorandum in the
           form of Annexure “C” to the Notice.”

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 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 Proprietary Limited (as CSD) 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 1929/001225/06)
                                            (the Issuer)

                                           FORM OF PROXY

    For use by Noteholders of the Issuer at a meeting (the Meeting) of Noteholders to be held at
    ENSafrica’s Johannesburg Offices, 150 West Street, Sandton, Johannesburg, 2196, on
    7 October 2015, at 10:00am.

    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 Participant of each Noteholder (that
         provided said Noteholder with the Notice), as follows:

   3.1      in respect of the relevant Participant, either the original form may be lodged at the
            registered address of such Participant or a copy of the form may be faxed to such
            Participant (with the original to follow shortly thereafter) or a copy of the form may be
            scanned and emailed to such Participant (with the original to follow shortly
            thereafter); and

   3.2      on receipt of this proxy form, the relevant Participant must then notify Strate
            Proprietary Limited (as CSD) (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 6 October 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 copying 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.




18 September 2015

Debt Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)

Date: 18/09/2015 01:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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