FIRSTRAND BANK LIMITED - FRC181-Notice of Request for Written Consent of Noteholders

FRC181-Notice of Request for Written Consent of Noteholders

FirstRand Bank Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1929/001225/06)
Company code: BIFR1
FRC181: ZAG000108549
(“FRB”)


       NOTICE OF REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS IN
      ACCORDANCE WITH CONDITION 23 OF THE FIRSTRAND BANK LIMITED
                   ZAR30,000,000,000 NOTE PROGRAMME


1.   This notice of request for consent (this Consent Request) is delivered by the Issuer to the
     holder of Notes (as defined below) (the Noteholders) issued under the FirstRand Limited
     ZAR30,000,000,000 Note Programme (the Programme) established pursuant to a
     programme memorandum dated 29 November 2011 (the Programme Memorandum) in
     accordance with Condition 22 (Notices) of the section headed “Terms and Conditions of the
     Notes” in the Programme Memorandum (the Terms and Conditions), for purposes of
     obtaining the Noteholders’ written consent required in terms of Condition 24 (Meeting of
     Noteholders) and amend and restate the Terms and Conditions of the applicable pricing
     supplement dated 2 September 2013 (the Applicable Pricing Supplement) in relation to the
     issue of ZAR50,000,000 Credit Linked Notes with a Maturity Date of 6 August 2023 (Stock
     Code FRS181) (the Notes).

2.   Capitalised terms used herein which are not otherwise defined shall bear the meaning
     ascribed thereto in the Terms and Conditions (read together with the Additional Terms and
     Conditions of Credit-Linked Notes (the Credit-Linked Annex)) where the context requires.

3.   The Issuer seeks the Noteholders’ consent in accordance with Condition 23.2 (Modification)
     of the Terms and Conditions to amend and restate the Terms and Conditions of the
     Applicable Pricing Supplement to reflect the changes highlighted in the revised version of the
     Applicable Pricing Supplement, which will be provided to the Noteholders by their CSD
     Participant together with this Consent Request, by completing the Consent Notice annexed
     hereto as Schedule 1 hereto and delivering the same to the registered office of the relevant
     CSD Participant that provided said Noteholder with the Consent Request, and providing a
     copy thereof to FirstRand Bank Limited, acting through its Rand Merchant Bank division (as
     Dealer) and the Issuer by no later than 12h00 on Monday 22 February 2016 in accordance
     with the terms and conditions of Schedule 1. The relevant CSD Participant will then notify
     Strate Limited of the receipt of the Consent Notice and whether it is in favour and not in
     favour of the proposed amendments.

4.   This Notice is being delivered to Strate in accordance with Condition 23 (Modifications) as
     read with Condition 22 (Notices) of the Terms and Conditions.




                                                 1
                                                                                       Schedule 1

For completion by Noteholders in terms of Condition 23 (Modification) of the Terms and
Conditions.



                                       CONSENT NOTICE

A      We refer to the Notice of request for written consent of Noteholders provided in accordance
       with Condition 23 (Modification) read with Condition 22 (Notices) of the Terms and
       Conditions (the Consent Request).

B      Defined terms used in this Consent Notice (the Consent Notice) shall have the meanings
       given to them in the Consent Request unless otherwise indicated.



I/We



being a holder/holders of Notes issued by the Issuer under the Notes hereby confirm:



1.     [I/We currently hold [insert Nominal Amount of Notes held] with stock code FRC181;

2.     We hereby [consent/do not consent] in terms of Condition 23 (Modification) of the Terms
       and Conditions to the proposed amendments as set out above and as contained in the
       Amended and Restated Applicable Pricing Supplement attached to the Consent Request as
       Schedules 1.


SIGNED at _________________ on this the _________ day of ____________ 2016.



For and on behalf of
[INSERT NOTEHOLDER]



_________________________________
Name:
Capacity: Authorised signatory
Who warrants his/her authority hereto




                                                 2
NOTES

This Consent Notice must be lodged with the relevant CSD Participant of each Noteholder (that
provided said Noteholder with the Consent Notice), as follows:

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); and

2.   on receipt of this Consent Notice, the relevant CSD Participant must then notify Strate
     Limited of the receipt of Consent Notice and whether it is in favour and not in favour of the
     proposed amendments by fax to Strate Limited (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 12h00 on Monday 22 February 2016; and

3.   a copy of the form must either be faxed to FirstRand Bank Limited, acting through its Rand
     Merchant Bank division for the attention of Alistair Brown/Charle Van Zyl at fax number
     +27 (0) 11 269 9597 or e-mailed to globalmarkets.insto.structuring@rmb.co.za or DL-
     RMBGlobalMarketsLegal@rmb.co.za by no later than 12h00 on 23 February 2016.

15 February 2016

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




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