Enhanced Investments - Financial Portal

Report on proceedings at the general meeting and the meeting of preference shareholders

Published: 2022-08-25 18:17:39 ET

FIRSTRAND LIMITED
Incorporated in the Republic of South Africa
(Registration number 1966/010753/06)
JSE share code: FSR
ISIN: ZAE000066304
JSE B preference share code: FSRP
ISIN: ZAE000060141
NSX share code: FST
LEI: 529900XYOP8CUZU7R671
(FirstRand or the group)

REPORT ON PROCEEDINGS AT THE GENERAL MEETING AND THE MEETING OF PREFERENCE SHAREHOLDERS REGARDING THE PROPOSED
REPURCHASE OF PREFERENCE SHARES

Unless otherwise defined in this announcement, all capitalised terms contained herein shall bear the same meanings ascribed thereto in the Circular.

1. Introduction

Shareholders are referred to the firm intention announcement released on Friday, 8 July 2022 and the circular to Shareholders and notices of meetings distributed on
Monday, 11 July 2022 (the Circular) regarding two alternative but concurrent offers by FirstRand to acquire all the issued Preference Shares in FirstRand by way of a
repurchase of the Preference Shares to be implemented by way of either (i) a scheme of arrangement or (ii) a general offer.

2. Results of the General Meeting

The board of directors of FirstRand is pleased to announce that at the General Meeting held today, Thursday, 25 August 2022, all the ordinary and special resolutions
contained in the Notice of the General Meeting, which formed part of the Circular, and proposed at the General Meeting were approved by the requisite majority of votes.

In this regard, FirstRand confirms the voting statistics from the General Meeting as follows:

                                                               Votes cast disclosed as a
                                                            percentage in relation to the total
                                                             number of shares voted at the
                                                                        meeting                                        Shares voted disclosed as a     Shares abstained disclosed
                                                                                                                       percentage in relation to the   as a percentage in relation
                                                                                                  Number of shares
 Resolutions                                                       Ordinary shares (Ords)                              total issued shares1,2          to the total issued shares1,2
                                                                                                  voted
                                                                  Preference shares (Prefs)


                                                            For                Against
 Special resolution 1:                                                                            4 358 094 979
 Repurchase of Preference Shares from Directors or          99.86%             0.14%              (comprising
 prescribed officers or their related persons in terms of   (comprising        (comprising        4 333 611 316 Ords
 section 48(8)(a) of the Companies Act as a result of the   99.86% Ords        0.14%Ords and      and 24 483 663       77.07% (comprising 77.26%       0.12% (comprising 0.12%
 Scheme or the Standby Offer                                and 100% Prefs)    0.0% Prefs)        Prefs)               Ords and 54.41% Prefs)          Ords and 0.00% of Prefs)
 Special resolution 2:
 Acquisition of more than 5% of the issued Preference                                               4 358 242 568
 Shares in terms of section 48(8)(b), read with the         99.87%               0.13%              (comprising
 requirements of sections 114 and 115, of the               (comprising          (comprising        4 333 758 905 Ords
 Companies Act in terms of the Scheme or the Standby        99.86% Ords          0.14% Ords and     and 24 483 663       77.08% (comprising 77.26%       0.11% (comprising 0.11%
 Offer                                                      and 100% Prefs) 0.00% Prefs)            Prefs)               Ords and 54.41% Prefs)          Ords and 0.00% of Prefs)
 Ordinary resolution 1:
 Subject to the passing of Special Resolutions Numbers
 1 to 2 (inclusive), any two authorised signatories of                                              4 358 270 572
 FirstRand be and are hereby jointly authorised to sign     99.99%               0.01%              (comprising
 all such documents and do all such other things as may (comprising              (comprising        4 333 786 909 Ords
 be necessary for or incidental to the implementation of    99.99% Ords          0.01% Ords and     and 24 483 ,663      77.08% (comprising 77.26%       0.11% (comprising 0.11%
 Special Resolutions Numbers 1 to 2 (inclusive)             and 100% Prefs) (0.00% Prefs)           Prefs)               Ords and 54.41% Prefs)          Ords and 0.00% of Prefs)
1Total issued ordinary share capital is 5 609 488 001 ordinary shares with total voteable shares.
2Total issued preference share capital is 45 000 000 preference shares.



3. Results of the Meeting of Preference Shareholders

The board of directors of FirstRand is pleased to announce that at the Meeting of the Preference Shareholders held today, Thursday, 25 August 2022, the special
resolution contained in the Notice of the Meeting of Preference Shareholders, which formed part of the Circular, and proposed at the Meeting of Preference Shareholders
was approved by the requisite majority of votes.

In this regard, FirstRand confirms the voting statistics from the Meeting of Preference Shareholders as follows:

                                                                Votes cast disclosed as a
                                                             percentage in relation to the total
                                                              number of shares voted at the                              Shares voted disclosed as a     Shares abstained disclosed
                                                                         meeting                                         percentage in relation to the   as a percentage in relation
                                                                                                                         total issued shares1            to the total issued shares1
                                                                                                    Number of shares
 Resolution
                                                                                                    voted
                                                                            Prefs
                                                                                                                         Prefs                           Prefs

                                                             For                Against
 Special resolution 1:
 Approval of the Scheme in terms of section 114(1),
 read with section 115(2)(a) of the Companies Act            99.97%             0.03%               17 362 689           38.58 %                         0.04%

1Total   issued preference share capital is 45 000 000 preference shares.
4. Scheme conditions

None of the Preference Shareholders have given notice objecting to the Scheme as contemplated in section 164 of the Companies Act. Accordingly, the Scheme Condition
set out in paragraph 7.4 of the Circular has been fulfilled. Shareholders should note that the implementation of the Scheme remains subject to the fulfilment or waiver of a
number of other Scheme Conditions by the dates set out in the Circular. An announcement will be released on SENS and published in the South African press as soon as
possible after the fulfilment or waiver (where permitted), as the case may be, of all the outstanding Scheme Conditions or any non-fulfilment of any Scheme Condition
which causes the Scheme to lapse.


5. Responsibility statement

The Independent Board and the board of directors of FirstRand, collectively and individually, accept responsibility for information contained in this announcement which
relates to FirstRand, the Scheme and the Standby Offer, and certify that, to the best of their knowledge, such information is true and that this announcement does not omit
any facts that would make any of the information false or misleading or would be likely to affect the importance of any information contained in this announcement. The
Independent Board and the board of directors of FirstRand have made all reasonable enquiries to ascertain that no facts have been omitted and that this announcement
contains all information required by law.

Sandton
Thursday, 25 August 2022

EXCLUSIVE FINANCIAL ADVISOR AND SPONSOR
Rand Merchant Bank (a division of FirstRand Bank Limited)

INDEPENDENT SPONSOR
Deloitte & Touche Sponsor Services (Pty) Ltd

LEGAL ADVISOR
DLA Piper Advisory Services (Pty) Ltd

INDEPENDENT EXPERT
KPMG Services (Pty) Ltd

TRANSFER SECRETARY
Computershare Investor Services (Pty) Ltd

Enhanced Investments, Inc.
329 South Oyster Bay Road #2085
Plainview, NY 11803
team@eninvs.com

Important disclosures

Performance results were prepared by Enhanced Investments, and have not been compiled, reviewed or audited by an independent accountant. Performance estimates are subject to future adjustment and revision. Investors should be aware that a loss of investment is possible. Account holdings are for illustrative purposes only and are not investment recommendations. Additional information, including (i) the calculation methodology; and (ii) a list showing the contribution of each holding to the portfolio’s performance during the time period will be provided upon request.
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Certain investments are not suitable for all investors. Before investing, consider your investment objectives and applicable fees. The rate of return on investments can vary widely over time, especially for long term investments. Investment losses are possible, including the potential loss of all amounts invested. Information provided by Enhanced Investments is for informational and general educational purposes only and is not investment or financial advice.

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Performance results were prepared by Enhanced Investments, and have not been compiled, reviewed or audited by an independent accountant. Performance estimates are subject to future adjustment and revision. Investors should be aware that a loss of investment is possible. Account holdings are for illustrative purposes only and are not investment recommendations. Additional information, including (i) the calculation methodology; and (ii) a list showing the contribution of each holding to the portfolio’s performance during the time period will be provided upon request.
All statements made via social media sites sponsored or maintained by Enhanced Investments and its affiliates are for informational purposes only and do not constitute a comprehensive description of Enhanced Investments' investment advisory services.
Certain investments are not suitable for all investors. Before investing, consider your investment objectives and applicable fees. The rate of return on investments can vary widely over time, especially for long term investments. Investment losses are possible, including the potential loss of all amounts invested. Information provided by Enhanced Investments is for informational and general educational purposes only and is not investment or financial advice.