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Report on proceedings at the annual general meeting, appointment of joint auditor and changes to the board

Published: 2023-11-30 15:00:52 ET
<<<  go to JSE:FSR company page
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)