FIRSTRAND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1966/010753/06)
JSE ordinary share code: FSR
ISIN: ZAE000066304
LEI: 529900XYOP8CUZU7R671
NSX ordinary share code: FST
(FirstRand or the group)
REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING, APPOINTMENT OF JOINT AUDITOR AND CHANGES TO THE BOARD
Report on proceedings at the annual general meeting
At the 27th annual general meeting (AGM or the meeting) of the shareholders of FirstRand held on Thursday, 30 November 2023, all the ordinary and special resolutions
proposed at the meeting were approved by the requisite majority of votes.
In this regard, 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 74.53% 4 180 703 267
Total number of members present 19
Resolutions Votes cast disclosed as a percentage in Number of shares Shares voted Shares abstained
relation to the total number of shares voted disclosed as a disclosed as a
voted at the meeting percentage in percentage in
relation to the total relation to the total
For Against issued shares* issued shares*
Ordinary resolution number 1.1: Re-election of
directors of the company by way of separate 97.41% 2.59% 4 179 351 462 74.51% 0.02%
resolution: Z Roscherr
Ordinary resolution number 1.2: Re-election of
directors of the company by way of separate 99.74% 0.26% 4 179 351 462 74.51% 0.02%
resolution: T Winterboer
Ordinary resolution number 1.3: Vacancy filled by
99.95% 0.05% 4 179 348 982 74.50% 0.02%
director during the year: TC Isaacs
Ordinary resolution number 2.1: Appointment of
100.00% 0.00% 4 179 354 782 74.51% 0.02%
external auditor: Ernst & Young Inc.
Ordinary resolution number 2.2: Appointment of
94.69% 5.31% 4 179 354 782 74.51% 0.02%
external auditor: PricewaterhouseCoopers Inc.
Ordinary resolution number 3: General authority to
issue authorised but unissued ordinary shares for 93.09% 6.91% 4 179 007 360 74.50% 0.03%
cash
Ordinary resolution number 4: Signing authority to
100.00% 0.00% 4 179 354 762 74.51% 0.02%
director and/or group company secretary
Advisory endorsement 1: Advisory endorsement on a
94.02% 5.98% 4 176 311 773 74.45% 0.08%
non-binding basis for the remuneration policy
Advisory endorsement 2: Advisory endorsement on a
non-binding basis for the remuneration 95.92% 4.08% 4 175 332 246 74.43% 0.10%
implementation report
Special resolution number 1: General authority to
97.80% 2.20% 4 178 693 042 74.49% 0.04%
repurchase ordinary shares
Special resolution number 2.1: Financial assistance
to directors and prescribed officers as employee 99.41% 0.59% 4 179 354 144 74.51% 0.02%
share scheme beneficiaries
Special resolution number 2.2: Financial assistance
99.26% 0.74% 4 179 354 759 74.51% 0.02%
to related and interrelated entities
Special resolution number 3: Remuneration of non-
98.55% 1.45% 4 179 139 471 74.50% 0.03%
executive directors with effect from 1 December 2023
* Total issued shares is 5 609 488 001
Appointment of joint auditor
Shareholders are referred to the announcements released on the Stock Exchange News Service (SENS) on Friday, 23 April 2021, and Monday, 6 December 2021. Whilst
mandatory audit firm rotation is no longer a requirement, the board has engaged in a process of voluntary audit firm rotation. Accordingly, in terms of paragraph 3.78 of the JSE
Limited (JSE) Listings Requirements and following the approval of ordinary resolution 2.1 by the requisite majority of votes, FirstRand confirms the appointment of Ernst & Young
Inc. as joint external auditor (replacing Deloitte & Touche) for the financial year ending 30 June 2024 with effect from Thursday, 30 November 2023.
The appointment of Ernst & Young Inc. as joint external auditor remains subject to regulatory approval.
Changes to the board
In compliance with paragraph 3.59 of the JSE Listings Requirements, shareholders are hereby advised that having reached his nine-year tenure in terms of Directive 4 of 2018
of the South African Reserve Bank’s Prudential Authority, Mr RM Loubser has retired from the board effective Thursday, 30 November 2023. The board would like to thank Mr
Loubser for his leadership, knowledge, stewardship, and dedicated service over his tenure as an independent non-executive director.
Shareholders are referred to the announcement released on SENS on Wednesday, 4 October 2023 in relation to the resignation of Mr RW Jardine effective Thursday, 30
November 2023. The directors thank Mr Jardine for his strong stewardship of the board and wish him well in his future endeavours.
Sandton
30 November 2023
Sponsor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)