FIRSTRAND LIMITED - Report on proceedings at the annual general meeting, appointment of joint auditor and changes to the board

Report on proceedings at the annual general meeting, appointment of joint auditor and changes to the board

FIRSTRAND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1966/010753/06)
JSE ordinary share code: FSR
ISIN: ZAE000066304
LEI: 529900XYOP8CUZU7R671
NSX ordinary share code: FST
(FirstRand or the group)

REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING, APPOINTMENT OF JOINT AUDITOR AND CHANGES TO THE BOARD

Report on proceedings at the annual general meeting

At the 27th annual general meeting (AGM or the meeting) of the shareholders of FirstRand held on Thursday, 30 November 2023, all the ordinary and special resolutions
proposed at the meeting were approved by the requisite majority of votes.

In this regard, the voting statistics from the AGM are confirmed as follows:

  Total number of shares that can be exercised at the meeting                             100%       5 609 488 001
  Total number of shares present/represented including proxies at the meeting             74.53%     4 180 703 267
  Total number of members present                                                                    19

Resolutions                                            Votes cast disclosed as a percentage in       Number of shares   Shares voted            Shares abstained
                                                       relation to the total number of shares        voted              disclosed as a          disclosed as a
                                                                voted at the meeting                                    percentage in           percentage in
                                                                                                                        relation to the total   relation to the total
                                                          For                   Against                                 issued shares*          issued shares*
Ordinary resolution number 1.1: Re-election of
directors of the company by way of separate               97.41%                2.59%                4 179 351 462      74.51%                  0.02%
resolution: Z Roscherr

Ordinary resolution number 1.2: Re-election of
directors of the company by way of separate               99.74%                0.26%                4 179 351 462      74.51%                  0.02%
resolution: T Winterboer

Ordinary resolution number 1.3: Vacancy filled by
director during the year: TC Isaacs                       99.95%                0.05%                4 179 348 982      74.50%                  0.02%

Ordinary resolution number 2.1: Appointment of
external auditor: Ernst & Young Inc.                      100.00%               0.00%                4 179 354 782      74.51%                  0.02%

Ordinary resolution number 2.2: Appointment of
external auditor: PricewaterhouseCoopers Inc.             94.69%                5.31%                4 179 354 782      74.51%                  0.02%

Ordinary resolution number 3: General authority to 
issue authorised but unissued ordinary shares for         93.09%                6.91%                4 179 007 360      74.50%                  0.03%
cash

Ordinary resolution number 4: Signing authority to
director and/or group company secretary                   100.00%               0.00%                4 179 354 762      74.51%                  0.02%

Advisory endorsement 1: Advisory endorsement on a
non-binding basis for the remuneration policy             94.02%                5.98%                4 176 311 773      74.45%                  0.08%

Advisory endorsement 2: Advisory endorsement on a
non-binding basis for the remuneration                    95.92%                4.08%                4 175 332 246      74.43%                  0.10%
implementation report

Special resolution number 1: General authority to
repurchase ordinary shares                                97.80%                2.20%                4 178 693 042      74.49%                  0.04%

Special resolution number 2.1: Financial assistance
to directors and prescribed officers as employee          99.41%                0.59%                4 179 354 144      74.51%                  0.02%
share scheme beneficiaries

Special resolution number 2.2: Financial assistance
to related and interrelated entities                      99.26%                0.74%                4 179 354 759      74.51%                  0.02%

Special resolution number 3: Remuneration of non-
executive directors with effect from 1 December 2023      98.55%                1.45%                4 179 139 471      74.50%                  0.03%

*         Total issued shares is 5 609 488 001

Appointment of joint auditor
Shareholders are referred to the announcements released on the Stock Exchange News Service (SENS) on Friday, 23 April 2021, and Monday, 6 December 2021. Whilst
mandatory audit firm rotation is no longer a requirement, the board has engaged in a process of voluntary audit firm rotation. Accordingly, in terms of paragraph 3.78 of the JSE
Limited (JSE) Listings Requirements and following the approval of ordinary resolution 2.1 by the requisite majority of votes, FirstRand confirms the appointment of Ernst & Young
Inc. as joint external auditor (replacing Deloitte & Touche) for the financial year ending 30 June 2024 with effect from Thursday, 30 November 2023.

The appointment of Ernst & Young Inc. as joint external auditor remains subject to regulatory approval.

Changes to the board
In compliance with paragraph 3.59 of the JSE Listings Requirements, shareholders are hereby advised that having reached his nine-year tenure in terms of Directive 4 of 2018
of the South African Reserve Bank's Prudential Authority, Mr RM Loubser has retired from the board effective Thursday, 30 November 2023. The board would like to thank Mr
Loubser for his leadership, knowledge, stewardship, and dedicated service over his tenure as an independent non-executive director.

Shareholders are referred to the announcement released on SENS on Wednesday, 4 October 2023 in relation to the resignation of Mr RW Jardine effective Thursday, 30
November 2023. The directors thank Mr Jardine for his strong stewardship of the board and wish him well in his future endeavours.

Sandton
30 November 2023

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

Date: 30-11-2023 02:00:00
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