FIRSTRAND BANK LIMITED (Registration Number 1929/001225/06) (incorporated with limited liability in South Africa) U.S.$1,500,000,000 Euro Medium Term Note Programme This Base Prospectus has been approved by the United Kingdom Financial Services Authority (the ‘‘FSA’’), which is the United Kingdom competent authority for the purposes of Directive 2003/71/EC (the ‘‘Prospectus Directive’’) and relevant implementing measures in the United Kingdom, as a base prospectus issued in compliance with Article 5.4 of the Prospectus Directive and relevant implementing measures in the United Kingdom for the purpose of giving information with regard to the issue of notes (‘‘Notes’’) issued under the Euro Medium Term Note Programme (the ‘‘Programme’’) described in this Base Prospectus during the period of twelve months after the date hereof. Applications have been made for such Notes to be admitted during the period of twelve months after the date hereof to listing on the Official List of the FSA and to trading on the gilt edged and fixed interest market of the London Stock Exchange plc which is a regulated market for the purpose of Directive 2004/39/EC (the Markets in Financial Instruments Directive) (the ‘‘London Stock Exchange’’). The Programme also permits Notes to be issued on the basis that they will not be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system or to be admitted to listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer. Notes to be issued under the Programme may comprise (i) unsubordinated Notes (the ‘‘Unsubordinated Notes’’), (ii) Notes which are subordinated as described herein with a maturity date and with terms capable of qualifying the proceeds of such Notes as Dated Secondary Capital (as defined in ‘‘Terms and Conditions of the Unsubordinated, Tier 2 and Tier 3 Notes’’) (the ‘‘Dated Tier 2 Notes’’) or Tertiary Capital (as defined in ‘‘Terms and Conditions of the Unsubordinated, Tier 2 and Tier 3 Notes’’) (the ‘‘Tier 3 Notes’’ and, together with the Dated Tier 2 Notes, the ‘‘Dated Subordinated Notes’’), (iii) Notes which are subordinated as described herein with no maturity date and with terms capable of qualifying the proceeds of such Notes as Undated Secondary Capital (the ‘‘Undated Tier 2 Notes’’ and, together with the Dated Tier 2 Notes, the ‘‘Tier 2 Notes’’) and (iv) Notes which are subordinated as described herein with no maturity date, ranking junior to the Tier 2 Notes and the Tier 3 Notes and with terms capable of qualifying the proceeds of such Notes as Primary Share Capital (as defined in ‘‘Terms and Conditions of the Tier 1 Notes’’) (the ‘‘Tier 1 Notes’’ and, together with the Tier 2 Notes and the Tier 3 Notes, the ‘‘Subordinated Notes’’). As described further in this Base Prospectus, as at the date of this Base Prospectus, prior written approval of the Exchange Control Department (‘‘ExCon’’) of the South African Reserve Bank (‘‘SARB’’) and the Registrar of Banks is required for the issuance of each Tranche of Notes issued under the Programme. However, it is expected that the Banks Act, 1990 will be amended with effect from January 2008 to provide that the approval of the Registrar of Banks will only be required in respect of the issue of Notes the proceeds of which are intended to qualify as Primary Share Capital, Dated Secondary Capital, Undated Secondary Capital or Tertiary Capital and that the approval of the Registrar of Banks will no longer be required in respect of the issue of Unsubordinated Notes. Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the abilities of the Issuer to fulfil its obligations under the Notes are discussed under ‘‘Risk Factors’’ below. Arranger and Structuring Advisor The Royal Bank of Scotland Co-Arranger Rand Merchant Bank, division of FirstRand Bank Limited Dealers ABN AMRO BNP PARIBAS Citi Dresdner Kleinwort ING Wholesale Banking JPMorgan Mizuho International plc Morgan Stanley The Royal Bank of Scotland UBS Investment Bank 30 November 2007 TABLE OF CONTENTS IMPORTANT NOTICES....................................................................................................................... 3 RISK FACTORS ..................................................................................................................................... 5 INFORMATION INCORPORATED BY REFERENCE.............................................................. 14 SUPPLEMENT TO THE BASE PROSPECTUS............................................................................. 15 KEY FEATURES OF THE PROGRAMME ................................................................................... 16 FINAL TERMS AND DRAWDOWN PROSPECTUSES ............................................................. 21 FORMS OF THE NOTES..................................................................................................................... 22 TERMS AND CONDITIONS OF THE UNSUBORDINATED, TIER 2 AND TIER 3 NOTES ....................................................................................................................................... 26 TERMS AND CONDITIONS OF THE TIER 1 NOTES............................................................... 54 SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM........................................................................................................................................................ 78 DESCRIPTION OF FIRSTRAND BANK LIMITED..................................................................... 80 RELATED PARTY TRANSACTIONS............................................................................................. 124 THE BANKING SECTOR IN SOUTH AFRICA ........................................................................... 125 EXCHANGE CONTROL ..................................................................................................................... 130 TAXATION ............................................................................................................................................. 131 SUBSCRIPTION AND SALE.............................................................................................................. 133 FORM OF FINAL TERMS OF UNSUBORDINATED, TIER 2 AND TIER 3 NOTES....... 136 FORM OF FINAL TERMS OF TIER 1 NOTES............................................................................. 147 GENERAL INFORMATION .............................................................................................................. 156 2 IMPORTANT NOTICES FirstRand Bank Limited (the ‘‘Issuer’’) accepts responsibility for the information contained in this Base Prospectus and declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Base Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under ‘‘Terms and Conditions of the Unsubordinated, Tier 2 and Tier 3 Notes’’ (the ‘‘Ordinary Conditions’’) or, as the case may be, ‘‘Terms and Conditions of the Tier 1 Notes’’ (the ‘‘Tier 1 Conditions’’, together with the Ordinary Conditions, the ‘‘Conditions’’) as amended and/or supplemented by a document specific to such Tranche called final terms (the ‘‘Final Terms’’) the forms of which are set out in ‘‘Form of Final Terms of the Unsubordinated, Tier 2 and Tier 3 Notes’’ and ‘‘Form of Final Terms of the Tier 1 Notes’’ or in a separate prospectus specific to such Tranche (the ‘‘Drawdown Prospectus’’) as described under ‘‘Final Terms and Drawdown Prospectuses’’ below. In the case of a Tranche of Notes which is the subject of a Drawdown Prospectus, each reference in this Base Prospectus to information being specified or identified in the relevant Final Terms shall be read and construed as a reference to such information being specified or identified in the relevant Drawdown Prospectus unless the context requires otherwise. This Base Prospectus must be read and construed together with any amendments or supplements hereto and with any information incorporated by reference herein and, in relation to any Tranche of Notes which is the subject of Final Terms, must be read and construed together with the relevant Final Terms. The Issuer has confirmed to the Dealers named under ‘‘Subscription and Sale’’ below that this Base Prospectus contains all information which is (in the context of the Programme, the issue, offering and sale of the Notes) material; that such information is true and accurate in all material respects and is not misleading in any material respect; that any opinions, predictions or intentions expressed herein are honestly held or made and are not misleading in any material respect; that this Base Prospectus does not omit to state any material fact necessary to make such information, opinions, predictions or intentions (in the context of the Programme, the issue, offering and sale of the Notes) not misleading in any material respect; and that all proper enquiries have been made to verify the foregoing. No person has been authorised to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other document entered into in relation to the Programme or any information supplied by the Issuer or such other information