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Report on proceedings at the annual general meeting 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
JSE B preference share code: FSRP ISIN: ZAE000060141
LEI 529900XYOP8CUZU7R671
NSX ordinary share code: FST
(FirstRand or the group)
FIRSTRAND BANK LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1929/001225/06)
JSE company code interest rate issuer: FRII JSE company code debt issuer: FRD
JSE company code ETF issuer: FRLE
LEI ZAYQDKTCATIXF9OQY690
REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING AND CHANGES TO THE BOARD
At the twenty third annual general meeting (AGM or the meeting) of the shareholders of FirstRand held on Thursday, 28 November 2019, all the ordinary and
special resolutions proposed at the meeting, except for ordinary resolution number 5, 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% 5 609 488 001*
Total number of shares present/represented including proxies at the meeting 87% 4 881 571 077
Total number of members present in person 30
Votes cast disclosed as a
percentage in relation to the total
number of shares voted at the
meeting
Shares voted Shares abstained
Number of shares disclosed as a disclosed as a
Resolutions For Against voted percentage in percentage in
relation to the relation to the
total issued total issued
shares ** shares**
Ordinary resolution number 1.1: Re-
election of directors of the company by
way of separate resolution: AT Nzimande 95,60% 4,40% 4 878 641 362 86,97% 0,05%
Ordinary resolution number 1.2: Re-
election of directors of the company by
way of separate resolution: MS Bomela 98,30% 1,70% 4 878 641 365 86,97% 0,05%
Ordinary resolution number 1.3: Re-
election of directors of the company by
way of separate resolution: GG Gelink 94,96% 5,04% 4 878 641 363 86,97% 0,05%
Ordinary resolution number 1.4: Re-
election of directors of the company by
way of separate resolution: F Knoetze 98,04% 1,96% 4 878 643 363 86,97% 0,05%
Ordinary resolution number 1.5:
Vacancies filled by the director during
the year: LL von Zeuner 99,82% 0,18% 4 878 643 514 86,97% 0,05%
Ordinary resolution number 2.1:
Appointment of auditor: Deloitte &
Touche as external auditor 97,92% 2,08% 4 878 655 567 86,97% 0,05%
Ordinary resolution number 2.2:
Appointment of auditor:
PricewaterhouseCoopers Inc. as
external auditor 87,67% 12,33% 4 878 652 330 86,97% 0,05%
Ordinary resolution number 3: General
authority to issue authorised but
unissued ordinary shares for cash 95,07% 4,93% 4 878 647 202 86,97% 0,05%
Ordinary resolution number 4: Signing
authority 100,00% 0,00% 4 878 650 070 86,97% 0,05%
Advisory endorsement 1: Advisory
endorsement of non-binding basis for
the remuneration policy 90,17% 9,83% 4 870 760 247 86,83% 0,19%
Advisory endorsement 2: Advisory
endorsement of non-binding basis for
the remuneration implementation report 80,50% 19,50% 4 816 770 705 85,87% 1,16%
Special resolution number 1: General
authority to repurchase ordinary shares 99,20% 0,80% 4 877 782 756 86,96% 0,07%
Special resolution number 2.1: Financial
assistance to directors and prescribed
officers as employee share scheme
beneficiaries 96,16% 3,84% 4 878 635 411 86,97% 0,05%
Special resolution number 2.2: Financial
assistance to related and interrelated
entities 99,73% 0,27% 4 878 632 444 86,97% 0,05%
Special resolution number 3:
Remuneration of non-executive
directors with effect from 1 December
2019 98,77% 1,23% 4 878 353 250 86,97% 0,06%
Ordinary resolution number 5: To report
on the company’s assessment of its 33,36% 66,64% 4 785 801 086 85,32% 1,71%
exposure to climate-related risks by no
later than end October 2020 (Board
non-endorsement)
Ordinary resolution number 6: To adopt
and publicly disclose a policy on fossil
fuel lending by no later than end
October 2020 (Board endorsement) 99,92% 0,08% 4 878 604 637 86,97% 0,05%
* Total number of shares that can be exercised at the meeting is 5 609 488 001
** Total issued shares is 5 609 488 001
Notification of changes to the board of directors
In compliance with the Listing Requirements of the JSE Limited (JSE Listings Requirements), shareholders are hereby advised that Mr Jan Jonathan Durand
has stepped down as an alternate non-executive director from FirstRand Limited and FirstRand Bank Limited boards of directors (the boards), with effect from
28 November 2019.
Dr Nolulamo Nobambiswano Gwagwa and Ms Ethel Gothatamodimo Matenge-Sebesho have retired as independent non-executive directors from the boards
with effect from 28 November 2019. The boards wish to extend their sincere gratitude to these directors for their dedication and commitment in discharging
their duties over their tenure. The have contributed immensely to the group’s success and the board wishes them all the best.
Chairman’s statement on the resolutions on climate change
The chairman thanked those shareholders that supported the board on the climate change resolutions tabled by the Raith Foundation and Just Share NPC. He
reiterated that the group does not disagree with the Raith Foundation and Just Share NPC on the principle of increased disclosure, only the short timeframe
that had been proposed. He reconfirmed FirstRand’s stated commitment to increase its disclosure and the group is actively mapping climate risk in its lending
activities and the activities of its clients, which is a complex task.
In closing the chairman said that FirstRand seeks to engage, on an ongoing basis, with all shareholders on this very important issue.
Sandton
29 November 2019
Sponsor
RAND MERCHANT BANK (a Division of FirstRand Bank Limited)
Date: 29-11-2019 11:45:00
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