FIRSTRAND BANK LIMITED - FRC428 - NOTICE OF REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS IN ACCORDANCE WITH CONDITION 24 OF THE PROGRAMME

FRC428 - NOTICE OF REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS IN ACCORDANCE WITH CONDITION 24 OF THE PROGRAMME

FirstRand Bank Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1929/001225/06)
Issuer code: FRII
LEI: ZAYQDKTCATIXF9OQY690
Bond code: FRC428
ISIN: ZAG000188954
(FRB or the issuer)



NOTICE OF REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS IN ACCORDANCE WITH CONDITION 24 OF THE FIRSTRAND
BANK LIMITED ZAR60 000 000 000 NOTE PROGRAMME

1.   This notice of request for consent (this consent request) is delivered by the issuer to each holder of notes (as defined below) (the
     noteholders) issued under the FirstRand Bank Limited ZAR60 000 000 000 Note Programme (the programme) established pursuant
     to a programme memorandum dated 29 November 2011, as amended (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) to amend and
     restate the terms and conditions of the applicable pricing supplement dated 11 August 2022 (the applicable pricing supplement) in
     relation to the issue of ZAR20 000 000 credit-linked notes with a scheduled termination date of 21 June 2027 (stock code: FRC428)
     (the notes).
2.   Capitalised terms used herein which are not otherwise defined shall bear the meaning ascribed thereto in the terms and conditions
     where the context requires.
3.   The issuer seeks the noteholders’ consent in accordance with condition 23.3 (Amendment of these conditions) 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 (the proposed amendments), annexed as Schedule 1 of the notice
     disseminated by Strate Proprietary Limited (Strate), by completing the Consent Notice, annexed as Schedule 2 of the notice
     disseminated by Strate, and delivering same to the registered office of the relevant Participant that provided said noteholder with the
     Consent Notice, and providing a copy thereof to Strate on Strate-CDAdmin@strate.co.za, FRB, acting through its Rand Merchant
     Bank division (as Dealer) on sorelle.gross@rmb.co.za and the issuer agent on lynette.fortuin@rmb.co.za by no later than 17h00 on
     Tuesday, 7 February 2023 in accordance with the terms and conditions of Schedule 2. The relevant Participant will then notify Strate
     of the total number of consent notices received, both in favour and not in favour of the proposed amendments. The rationale for the
     proposed amendments is to align the interest payment dates of the notes with the underlying credit default swap payment dates.
4.   This Notice is being delivered to Strate in accordance with condition 23 (Amendment of these conditions) as read with condition 22
     (Notices) of the terms and conditions. The record date to receive this Notice is Monday, 9 January 2023.



10 January 2023

Debt sponsor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)

Date: 10-01-2023 09:00:00
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