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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)
REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING AND CHANGES TO THE BOARD
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
Roscherr
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
beneficiaries
Special resolution number 2.2: Financial 98.01% 1.99% 4 104 115 739 73.16% 0.16%
assistance to related and interrelated
entities
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
endeavours.
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.
Enquiries:
Group company secretary: Carnita Low
Business telephone number: +27 11 282 1820 or +27 61 516 4711
Email: Carnita.Low@FirstRand.co.za (copying the following: companyoffice@firstrand.co.za and firstrandcosec@firstrand.co.za)
Sandton
3 December 2020
Sponsor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)
Date: 03-12-2020 01:43:00
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