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FIRSTRAND LIMITED - Report on proceedings at the annual general meeting

Release Date: 30/11/2018 17:35
Code(s): FSR FSRP     PDF:  
 
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Report on proceedings at the annual general meeting

FIRSTRAND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1966/010753/06)
JSE ordinary share code: FSR ISIN: ZAE000066304
JSE B preference share code: FSRP ISIN: ZAE000060141
NSX ordinary share code: FST
(FirstRand or the group)

REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING

At the 22nd (twenty second) annual general meeting ("AGM" or "the meeting") of the shareholders of FirstRand held on Thursday, 29 November 2018 all the
ordinary and special resolutions proposed at the meeting were approved by the requisite majority of votes. In this regard, FirstRand confirms the voting
statistics from the AGM as follows:

Total number of shares that can be exercised at the meeting                    100%       5 503 651 822 *
Total number of shares present/represented including proxies at the meeting    87%        4 805 130 965
Total number of members present in person                                                            17


Resolutions                                Votes cast disclosed as a               Number of shares      Shares voted          Shares abstained
                                           percentage in relation to the total     voted                 disclosed as a        disclosed as a
                                           number of shares voted at the                                 percentage in         percentage in
                                           meeting                                                       relation to the       relation to the
                                                                                                         total issued          total issued
                                                                                                         shares **             shares**
                                           For                  Against

Ordinary resolution number 1.1: Re-
election of directors by way of separate
resolution: NN Gwagwa                      83.93%               16.07%             4 802 304 521         85.61%                0.05%

Ordinary resolution number 1.2: Re-
election of directors by way of separate
resolution: AT Nzimande                    96.24%               3.76%              4 790 913 987         85.41%                0.25%

Ordinary resolution number 1.3: Re-
election of directors by way of separate
resolution: EG Matenge-Sebesho             99.47%               0.53%              4 802 304 521         85.61%                0.05%

Ordinary resolution number 1.4: Re-
election of directors by way of separate
resolution: PJ Makosholo                   76.45%               23.55%             4 802 304 521         85.61%                0.05%

Ordinary resolution number 1.5:
Vacancies filled by the directors during
the year: T Winterboer                     99.96%               0.04%              4 802 313 518         85.61%                0.05%

Ordinary resolution number 1.6:
Vacancies filled by the directors during
the year: M Vilakazi                       97.74%               2.26%              4 802 313 521         85.61%                0.05%

Ordinary resolution number 1.7: Change
in designation: JJ Durand                  74.60%               25.40%             4 798 659 827         85.55%                0.12%

Ordinary resolution number 2.1:
Appointment of auditor: Deloitte &
Touche                                     98.79%               1.21%              4 802 300 965         85.61%                0.05%

Ordinary resolution number 2.2:
Appointment of auditor:
PricewaterhouseCoopers Inc.                89.15%               10.85%             4 802 300 965         85.61%                0.05%

Ordinary resolution number 3: General     
authority to issue authorised but
unissued ordinary shares for regulatory
capital reasons                            99.59%               0.41%              4 802 302 854         85.61%                0.05%

Ordinary resolution number 4: General
authority to issue authorised but
unissued ordinary shares for cash          94.74%               5.26%              4 802 302 854         85.61%                0.05%

Ordinary resolution number 5: Signing
authority                                  100%                 0.00%              4 802 395 793         85.61%                0.05%

Advisory endorsement of remuneration
policy                                     74.20%               25.80%             4 785 784 394         85.32%                0.34%

Advisory endorsement of remuneration
implementation report                      74.39%               25.61%             4 802 362 276         85.61%                0.05%

Special resolution number 1: General
authority to repurchase ordinary shares    99.32%               0.68%              4 799 831 669         85.57%                0.09%

Special resolution number 2.1: Financial
assistance to directors and prescribed
officers as employee share scheme
beneficiaries                              97.25%               2.75%              4 798 875 974         85.55%                0.11%

Special resolution number 2.2: Financial
assistance to related and interrelated
entities                                   99.71%               0.29%              4 798 975 686         85.55%                0.11%

Special resolution number 3:
Remuneration of non-executive
directors with effect from 1 December
2018                                       99.05%               0.95%              4 800 529 090         85.58%                0.08%


*     Total number of shares that can be exercised at the meeting is 5 503 651 822 (the number excludes the shares held by FirstRand employee share
      trusts, whose votes are not taken into account in terms of the JSE Listing Requirements)
**    Total issued shares is 5 609 488 001
      With regards to the non-binding advisory resolutions that received less than the required 75% of votes, the group will directly engage with
      shareholders, the timing of which will be advised to shareholders in due course.

Sandton
30 November 2018

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