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FIRSTRAND LIMITED - Report on proceedings at the annual general meeting and changes to the board

Release Date: 29/11/2019 11:45
 
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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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