FIRSTRAND LIMITED - Report on proceedings at the annual general meeting and appointment of joint auditor

Report on proceedings at the annual general meeting and appointment of joint auditor

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 AND APPOINTMENT OF JOINT AUDITOR

Report on proceedings at the annual general meeting

At the 29th annual general meeting (AGM or the meeting) of the shareholders of FirstRand held on, Tuesday, 2 December 2025, all the ordinary and special resolutions
proposed at the meeting were approved by the requisite majority of votes; except for the non-binding resolution on the remuneration implementation report, which received
73.81% of shareholder support, but marginally below the required 75% 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%         5 591 822 181
  Total number of shares present/represented including proxies at the meeting             77.48%       4 332 276 390
  Total number of shareholders present                                                                 29

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*

1.  Ordinary resolution for re-election
    of directors

1.1 PD Naidoo                                       99.96%         0.04%                 4 331 019 924     77.21%                   0.02%
1.2 TC Isaacs                                       99.96%         0.04%                 4 331 019 938     77.21%                   0.02%
1.3 DR SP Sibisi                                    97.15%         2.85%                 4 331 019 924     77.21%                   0.02%

2.  Ordinary resolution for appointment
    /re-appointment of auditors

2.1 KPMG Inc.                                       99.97%         0.03%                 4 331 012 320     77.21%                   0.02%
2.2 Ernst and Young Inc.                            99.99%         0.01%                 4 331 019 942     77.21%                   0.02%

3.  Ordinary resolution for election/re-
    election of audit committee members

3.1 TC Isaacs                                       99.96%         0.04%                 4 331 019 924     77.21%                   0.02%
3.2 Z Roscherr                                      97.33%         2.67%                 4 331 019 924     77.21%                   0.02%
3.3 LL von Zeuner                                   98.48%         1.52%                 4 331 019 924     77.21%                   0.02%
3.4 T Winterboer                                    99.86%         0.14%                 4 331 019 924     77.21%                   0.02%
3.5 PJ Makosholo                                    97.75%         2.25%                 4 331 019 942     77.21%                   0.02%

4.  Ordinary resolution for election of
    social, ethics and transformation
    committee members

4.1 PD Naidoo                                       99.95%         0.05%                 4 331 019 938     77.21%                   0.02%
4.2 TC Isaacs                                       99.96%         0.04%                 4 331 019 924     77.21%                   0.02%
4.3 LL von Zeuner                                   99.73%         0.27%                 4 331 019 924     77.21%                   0.02%
4.4 Dr SP Sibisi                                    97.43%         2.57%                 4 331 019 924     77.21%                   0.02%

Ordinary resolution number 5: General
authority to issue authorised but unissued          93.03%         6.97%                 4 331 012 639     77.21%                   0.02%
ordinary shares for cash

Ordinary resolution number 6: Signing
authority to director and/or group company          100.00%        0.00%                 4 331 019 939     77.21%                   0.02%
secretary

Non-binding resolutions

Advisory endorsement 1: Advisory
endorsement on a non-binding basis for the          91.46%         8.54%                 4 329 030 486     77.17%                   0.06%
remuneration policy

Advisory endorsement 2: Advisory
endorsement on a non-binding basis for the          73.81%         26.19%                4 328 954 844     77.17%                   0.06%
remuneration implementation report

Special resolution number 1: General                97.80%         2.20%                 4 330 816 948     77.21%                   0.03%
authority to repurchase ordinary shares

Special resolution number 2.1: Financial  
assistance to directors and prescribed              99.34%         0.66%                 4 330 979 419     77.21%                   0.02%
officers as employee share scheme
beneficiaries

Special resolution number 2.2: Financial            99.31%         0.69%                 4 330 988 041     77.21%                   0.02%
assistance to related and interrelated entities

Special resolution number 3: Remuneration           98.13%         1.87%                 4 331 003 519     77.21%                   0.02%
of non-executive directors

* Total issued shares is 5 609 488 001 excluding treasury shares (17 665 820)

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.

Engagement with shareholders
Given the voting outcome regarding the remuneration implementation report, an invitation will be extended to shareholders to engage with FirstRand in line with its obligations
under the JSE Listings Requirements. The timing of such engagement, and the manner in which this will be conducted will be communicated to shareholders in due course.


Sandton
3 December 2025

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

Date: 03-12-2025 02:00:00
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