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FIRSTRAND LIMITED - Report on proceedings at the annual general meeting

Release Date: 03/12/2021 07:05
Code(s): FSR FSRP     PDF:  
Wrap Text
Report on proceedings at the annual general meeting

(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 25th annual general meeting (AGM or the meeting) of the shareholders of FirstRand held on Wednesday, 1 December 2021, 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.

FirstRand registers its disappointment that the advisory resolutions to endorse the remuneration policy and implementation report were not passed. However, the group notes
the material difference between the levels of support for the two resolutions.

Regarding the remuneration policy, the group is pleased that shareholder support for the policy was 74.11% notwithstanding the non-support of one large shareholder. The
group reads this result positively as it demonstrates that the vast majority of its shareholders acknowledged the efforts made by the remuneration committee to deal with a
number of material issues previously raised and have indicated their support.

FirstRand’s management and board took the voting outcomes at the AGM last year seriously and in response hosted over 30 meetings with shareholders. These meetings were
constructive in nature and feedback was taken directly into the deliberations of the remuneration committee. This meant that the material issues raised last year were dealt with.
These issues and the actions taken to resolve them are outlined on pages 5 and 6 of the group’s remuneration report, which is available on its website at

The group notes the low support for the implementation report (48.75%) and will continue to engage with shareholders to understand matters of concern.
FirstRand is committed to keeping its shareholders fully appraised of its remuneration policies and their implementation, as well as for the remuneration committee to fully
understand the views of shareholders.

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                78.12%      4 381 934 487
  Total number of members present by electronic participation                                            28

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

Ordinary resolution number 1.1: Re-                90.25%           9.75%            4 374 417 599                77.98%                 0.13%
election of directors of the company by
way of separate resolution: JP Burger

Ordinary resolution number 1.2: Re-                99.40%           0.60%            4 374 304 842                77.98%                 0.14%
election of directors of the company by
way of separate resolution: T Winterboer

Ordinary resolution number 1.3:                    99.78%           0.22%            4 373 601 200                77.97%                 0.15%
Vacancies filled by the director during
the year: SP Sibisi

Ordinary resolution number 2.1:                    96.30%           3.70%            4 374 419 116                77.98%                 0.13%
Appointment of auditor: Deloitte &
Touche as external auditor

Ordinary resolution number 2.2:                    95.21%           4.79%            4 374 423 163                77.98%                 0.13%
Appointment of auditor:
PricewaterhouseCoopers Inc. as
external auditor

Ordinary resolution number 3: General              90.62%           9.38%            4 374 423 105                77.98%                 0.13%
authority to issue authorised but
unissued ordinary shares for cash

Ordinary resolution number 4: Signing              99.95%           0.05%            4 374 406 619                77.98%                 0.13%
authority to director and/or group
company secretary

Advisory endorsement 1: Advisory                   74.11%          25.89%            4 367 970 596                77.87%                 0.25%
endorsement on a non-binding basis for
the remuneration policy

Advisory endorsement 2: Advisory                   48.75%          51.25%            4 295 901 123                76.58%                 1.53%
endorsement on a non-binding basis for
the remuneration implementation report

Special resolution number 1: General               99.09%           0.91%            4 372 810 314                77.95%                 0.16%
authority to repurchase ordinary shares

Special resolution number 2.1: Financial           97.93%           2.07%            4 374 434 896                77.98%                 0.13%
assistance to directors and prescribed
officers as employee share scheme

Special resolution number 2.2: Financial           97.60%           2.40%            4 374 401 096                77.98%                 0.13%
assistance to related and interrelated

Special resolution number 3:                       98.05%           1.95%            4 374 195 991                77.98%                 0.14%
Remuneration of non-executive directors
with effect from 1 December 2021

*Total issued shares is 5 609 488 001

Engagement with shareholders

Given the voting outcomes regarding remuneration policy and implementation report, in line with its obligations under the King IV Code and JSE Listings Requirements, FirstRand
will recommence an engagement process with shareholders.

Shareholders are invited to engage with the group chairman, Roger Jardine, and the chairman of the group remuneration committee, Louis von Zeuner, facilitated through a
telephone conference call scheduled for 16:00 (SA time) on Monday, 31 January 2022.

Any shareholder who wishes to participate in this call is requested to contact the group company secretary by email (address provided below) by no later than close of business
on Wednesday, 26 January 2022.
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 prior to the meeting. Dial-in details for the telephone conference will be provided in due course.


Company Secretary: Carnita Low
Email: (copying the following: and

3 December 2021

RAND MERCHANT BANK (a division of FirstRand Bank Limited)

Date: 03-12-2021 07:05:00
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