FIRSTRAND LIMITED - 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, appointment of joint auditor 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
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 28th annual general meeting (AGM or the meeting) of the shareholders of FirstRand held on Friday, 29 November 2024, 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              73,33%     4 113 400 237

  Total number of members present                                                                     25

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   97.29%           2.71%                     4 112 056 051        73.31%                  0.02%
of directors of the company by way of
separate resolution: LL von Zeuner

Ordinary resolution number 1.2: Re-election   96.02%           3.98%                     4 110 452 159        73.28%                  0.05%
of directors of the company by way of
separate resolution: Dr SP Sibisi

Ordinary resolution number 1.3: Vacancy       99.59%           0.41%                     4 110 452 159        73.28%                  0.05%
filled by director during the year: PJ
Makosholo

Ordinary resolution number 2.1:               99.76%           0.24%                     4 112 046 866        73.31%                  0.02%
Appointment of external auditor: KPMG

Ordinary resolution number 2.2:               96.59%           3.41%                     4 112 046 866        73.31%                  0.02%
Reappointment of external auditor:
PricewaterhouseCoopers Inc.

Ordinary resolution number 2.3:               99.64%           0.36%                     4 112 046 866        73.31%                  0.02%
Reappointment of external auditor: Ernst &
Young Inc.

Ordinary resolution number 3.1: Election of   98.53%           1.47%                     4 110 453 119        73.28%                  0.05%
audit committee member by way of separate
resolution: Z Roscherr

Ordinary resolution number 3.2: Election of   99.88%           0.12%                     4 110 453 119        73.28%                  0.05%
audit committee member by way of
separate resolution: TC Isaacs

Ordinary resolution number 3.3: Re-election   98.90%           1.10%                     4 112 056 051        73.31%                  0.02%
of audit committee member by way of
separate resolution: LL von Zeuner

Ordinary resolution number 3.4: Re-election   97.21%           2.79%                     4 112 056 051        73.31%                  0.02%
of audit committee member by way of
separate resolution: T Winterboer

Ordinary resolution number 4: General         94.12%           5.88%                     4 112 056 719        73.31%                  0.02%
authority to issue authorised but unissued
ordinary shares for cash

Ordinary resolution number 5: Signing         100.00%          0.00%                     4 112 056 865        73.31%                  0.02%
authority to director and/or group company
secretary

Advisory endorsement 1: Advisory              91.63%           8.37%                     4 111 383 889        73.29%                  0.04%
endorsement on a non-binding basis for the
remuneration policy

Advisory endorsement 2: Advisory              92.01%           7.99%                     4 111 383 889        73.29%                  0.04%
endorsement on a non-binding basis for the
remuneration implementation report

Special resolution number 1: General          99.55%           0.45%                     4 111 848 989        73.30%                  0.03%
authority to repurchase ordinary shares

Special resolution number 2.1: Financial      98.88%           1.12%                     4 112 052 266        73.31%                  0.02%
assistance to directors and prescribed
officers as employee share scheme
beneficiaries

Special resolution number 2.2: Financial      99.25%           0.75%                     4 112 049 680        73.31%                  0.02%
assistance to related and interrelated 
entities

Special resolution number 3: Remuneration     98.88%           1.12%                     4 112 044 261        73.31%                  0.02%
of non-executive directors with effect from 
1 December 2024

* 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 KPMG as
joint external auditor (replacing PricewaterhouseCoopers Inc.) for the financial year ending 30 June 2026, effective 1 July 2025.

The appointment of KPMG 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 Mr GG Gelink has retired from the board effective Friday, 29
November 2024. The board would like to thank Mr Gelink for his leadership, knowledge, stewardship, and dedicated service over his tenure as an independent non-executive
director.


Sandton
29 November 2024

Sponsor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)

Date: 29-11-2024 04:49:00
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