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

Release Date: 03/12/2020 13:43
Code(s): FSR FSRP     PDF:  
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Report on proceedings at the annual general meeting and changes to the board

(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)


At the twenty fourth annual general meeting (AGM or the meeting) of the shareholders of FirstRand held on Wednesday, 2 December 2020, all the ordinary and
special resolutions proposed at the meeting were approved by the requisite majority of votes, except for the non-binding advisory resolutions which received less
than the required 75% 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       73.33%     4 113 440 597
  Total number of members present in person                                                    16

Resolutions                                     Votes cast disclosed as a             Number of shares
                                             percentage in relation to the total          voted
                                              number of shares voted at the                                    Shares voted          Shares abstained
                                                         meeting                                               disclosed as a        disclosed as a
                                                                                                               percentage in         percentage in
                                                                                                               relation to the       relation to the
                                                                                                               total issued          total issued
                                            For      Against                                                   shares *              shares*
Ordinary resolution number 1.1: Re-         93.15%   6.85%                           4 103 884 269             73.16%                0.16%
election of directors of the company by
way of separate resolution: RM Loubser
Ordinary resolution number 1.2: Re-         99.32%   0.68%                           4 103 899 756             73.16%                0.16%
election of directors of the company by
way of separate resolution: TS Mashego
Ordinary resolution number 1.3: Vacancy     99.90%   0.10%                           4 102 602 129             73.14%                0.19%
filled by the director during the year: Z
Ordinary resolution number 2.1:             98.72%   1.28%                           4 090 120 515             72.91%                0.41%
Appointment of auditor: Deloitte &
Touche as external auditor
Ordinary resolution number 2.2:             78.86%   21.14%                          4 104 114 390             73.16%                0.16%
Appointment of auditor:
PricewaterhouseCoopers Inc. as
external auditor
Ordinary resolution number 3: General       89.93%   10.07%                          4 104 175 051             73.16%                0.16%
authority to issue authorised but
unissued ordinary shares for cash
Ordinary resolution number 4: Signing       99.99%   0.01%                           4 104 128 211             73.16%                0.16%
authority to director and/or group
company secretary
Advisory endorsement 1: Advisory            69.59%   30.41%                          4 099 968 877             73.09%                0.23%
endorsement on a non-binding basis for
the remuneration policy
Advisory endorsement 2: Advisory            41.32%   58.68%                          4 099 327 653             73.08%                0.24%
endorsement on a non-binding basis for
the remuneration implementation report
Special resolution number 1: General        99.00%   1.00%                           4 102 712 152             73.14%                0.18%
authority to repurchase ordinary shares
Special resolution number 2.1: Financial    98.49%   1.51%                           4 104 067 144             73.16%                0.16%
assistance to directors and prescribed
officers as employee share scheme
Special resolution number 2.2: Financial    98.01%   1.99%                           4 104 115 739             73.16%                0.16%
assistance to related and interrelated
Special resolution number 3:                99.13%   0.87%                           4 103 834 837             73.16%                0.16%
Remuneration of non-executive directors
with effect from 1 December 2020

* Total issued shares are 5 609 488 001

Notification of changes to the boards of directors

In compliance with the JSE Limited Listings Requirements, shareholders are hereby advised that Ms AT Nzimande and Ms MS Bomela have retired as independent
non-executive directors from the FirstRand Limited and FirstRand Bank Limited boards (the boards), with effect from Wednesday,
2 December 2020. The boards would like to extend their sincere gratitude to these directors for their valuable contribution and wish them well in their future

Engagement with shareholders

As the non-binding advisory resolutions on the remuneration policy and the remuneration implementation report were not supported by the requisite 75% of votes
cast at the meeting, FirstRand invites shareholders to engage with the group. To facilitate this engagement a telephone conference call with the group chairman,
William Rodger Jardine and the Chairman of the group remuneration committee, Louis Leon von Zeuner, has been scheduled from 16h00 to 18h00 (SA time) on Monday, 25
January 2021.

Any shareholder who wishes to participate in this call is requested to contact the group company secretary at the telephone number or email address provided
below by no later than close of business on Wednesday, 20 January 2021. Dial-in details for the telephone conference will then be provided.

Shareholders are further invited to send in writing their concerns/questions relating to the remuneration policy and remuneration implementation report to the
group company secretary by no later than close of business on Wednesday, 20 January 2021.

Group company secretary: Carnita Low
Business telephone number: +27 11 282 1820 or +27 61 516 4711
Email: (copying the following: and

3 December 2020

RAND MERCHANT BANK (a division of FirstRand Bank Limited)

Date: 03-12-2020 01:43:00
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