NEDBANK GROUP LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1966/010630/06
JSE share code: NED
NSX share code: NBK
A2X share code: NED
ISIN: ZAE000004875
JSE alpha code: NEDI
(‘Nedbank Group’)

RESULTS OF THE GENERAL MEETING OF NEDBANK GROUP SHAREHOLDERS TO APPROVE
THE ODD-LOT OFFER

Background

Nedbank Group shareholders are referred to the Nedbank Group announcement published on the Stock
Exchange News Service (SENS) on Thursday, 20 April 2023 (Odd-lot Offer Announcement)
confirming the board of directors’ decision to proceed with the implementation of an odd-lot offer (Odd-
lot Offer) to repurchase Nedbank Group ordinary shares from shareholders (Odd-lot Holders) holding
less than 100 Nedbank Group ordinary shares (Odd-lot Holdings) at a 5% premium to the 10-day
volume weighted average price (VWAP) of a Nedbank Group ordinary share at the close of business
on Monday, 19 June 2023 (Offer Price).

The Odd-lot Offer will provide Odd-lot Holders with the ability to dispose of their Odd-lot Holdings in an
efficient manner and will provide liquidity at a premium to the 10-day VWAP for those Odd-lot Holders
who elect not to retain their Odd-lot Holdings or who make no election. For Nedbank Group, it will, inter
alia, reduce the complexity of and costs associated with managing a large shareholder base.

Odd-lot Holders can elect to retain their Odd-lot Holdings or sell their Odd-lot Holdings at the
Offer Price. Those Odd-lot Holders who do not make an election by 12:00 (SA time) on Friday,
30 June 2023 will automatically be regarded as having accepted the Odd-lot Offer and chosen
to dispose of their Odd-lot Holdings, and will receive the cash consideration, being the Odd-lot
Holding multiplied by the Offer Price (Cash Consideration).

Results of the General Meeting

As stated in the Odd-lot Offer Announcement, the implementation of the Odd-lot Offer is subject to
Nedbank Group shareholder approval. Nedbank Group shareholders are advised that the voting results
for the general meeting (General Meeting) of Nedbank Group held today, Friday, 2 June 2023, were
as follows:

 Resolution                    Number of         Percentage         For**     Against**    Abstained***
                                Nedbank          of Nedbank            %             %               %
                                  Group               Group
                                ordinary            ordinary
                                  shares           shares in
                                   voted              issue*
                                                          %
 Special resolution 1:        387 644 517            77,88%      99,997%        0,003%            0,14%
 Specific authority to
 repurchase Nedbank
 Group ordinary shares
 from the Odd-lot Holders
 Ordinary resolution 1:       387 643 950            77,88%      99,997%        0,003%            0,14%
    Resolution                     Number of       Percentage        For**    Against**     Abstained***
                                    Nedbank        of Nedbank           %            %                %
                                      Group             Group
                                    ordinary          ordinary
                                      shares         shares in
                                       voted            issue*
                                                            %
    Authority to make and
    implement the Odd-lot
    Offer
    Ordinary resolution 2:       387 643 399           77,88%     99,998%       0,002%            0,14%
    Authority of directors

*          Based on 497 726 339 Nedbank Group ordinary shares in issue at the date of the General
           Meeting.
**         In relation to the total number of Nedbank Group ordinary shares voted at the General Meeting.
***        In relation to the total number of Nedbank Group ordinary shares in issue at the date of the
           General Meeting.

Based on the above voting results, all resolutions were passed by the requisite majority of Nedbank
Group shareholders present in person or represented by proxy at the General Meeting, and therefore
Nedbank Group will proceed to implement the Odd-lot Offer in accordance with the timelines set out
below.

Salient dates and times

                                                                                                 2023
    Odd-lot Offer opens at 09:00 (SAST)                                                Monday, 5 June

    Finalisation announcement (including the Offer Price) released on                Tuesday, 20 June
    SENS before 11:00 (SAST)

    Finalisation announcement (including the Offer Price) published in the        Wednesday, 21 June
    South African press

    For administrative purposes, the nominee form of election (yellow)                Monday, 26 June
    for the Odd-lot Offer to be received by the Issuer Sponsored
    Nominees (see note 3 below) by 12:00 (SAST)

    Last day to trade to participate in the Odd-lot Offer                            Tuesday, 27 June

    Shares trade ‘ex’ the Odd-lot Offer                                           Wednesday, 28 June

    Form of election and surrender (blue) for the Odd-lot Offer to be                   Friday, 30 June
    received by the transfer secretaries in South Africa or Namibia by
    12:00 (SAST)

    Odd-lot Offer record date                                                           Friday, 30 June

    Odd-lot Offer closes at 12:00 (SAST)                                                Friday, 30 June

    Dematerialised Odd-lot Holders who have accepted the Odd-lot Offer                    Monday, 3 July
    or are deemed to have accepted the Odd-lot Offer will have their
 accounts held at their central securities depository participant or
 broker credited with the Cash Consideration

 Payments of the Cash Consideration to certificated Odd-lot Holders                        Monday, 3 July
 who have accepted the Odd-lot Offer or who have made no election

 Results of the Odd-lot Offer released on SENS                                             Monday, 3 July

 Results of the Odd-lot Offer published in the South African press                        Tuesday, 4 July

 Cancellation and termination of listing of Nedbank Group ordinary                      Tuesday, 4 July
 shares repurchased in terms of the Odd-lot Offer expected on or about
Notes
   1. These salient dates and times are subject to amendment by Nedbank Group (and, to the extent
       necessary, the JSE Limited and other regulatory authorities). Any such amendments of the
       dates and times will be released on SENS and published in the South African press.
   2. All dates and times above and quoted generally in this announcement are South African dates
       and times (SAST), unless otherwise stated.
   3. Issuer Sponsored Nominees are Pacific Custodians Nominees (RF) Proprietary Limited,
       Corpserve Nominees (Private) Limited or National Bank of Malawi Nominees Limited, being
       nominee companies through which certain Nedbank Group ordinary shareholders hold their
       Nedbank Group ordinary shares.
   4. Those Odd-lot Holders who do not make an election will automatically be regarded as having
       elected and accepted to dispose of their Odd-lot Holdings to Nedbank Group and receive the
       Cash Consideration.
   5. Nedbank Group ordinary shareholders may not dematerialise or rematerialise their Nedbank
       Group ordinary shares after the last day to trade to participate in the Odd-lot Offer until the Odd-
       lot Offer record date, being from Wednesday, 28 June 2023 to Friday, 30 June 2023, both dates
       inclusive.

Sandton
2 June 2023

Investment Bank and Corporate Advisor:
Nedbank Corporate and Investment Bank, a division of Nedbank Limited

Legal Advisor:
Edward Nathan Sonnenbergs Incorporated

Sponsors in South Africa:
Merrill Lynch South Africa (Pty) Limited
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Sponsor in Namibia:
Old Mutual Investment Services (Namibia) (Pty) Ltd

The Odd-lot Offer is not being made, directly or indirectly, in or into, or by use of the mails of, or by any
means or instrumentality (including, without limitation, telephonically or electronically) of interstate or
foreign commerce of, or any facility of the national securities exchanges of a ‘Restricted Jurisdiction’
(being any jurisdiction in which it is impractical, illegal or otherwise unlawful for the Odd-lot Offer to be
made or accepted, including (without limitation) Australia, Canada, Japan and the United States of
America) and the Odd-lot Offer cannot be accepted by any such use, means, instrumentality or facility
or from within a Restricted Jurisdiction. Accordingly, neither copies of the Odd-lot Offer circular nor any
related documentation are being or may be mailed or otherwise distributed or sent in or into or from a
Restricted Jurisdiction, and if received in any Restricted Jurisdiction, should be treated as being
received for information purposes only.

The information contained herein does not constitute a distribution, an offer to sell or the solicitation of
an offer to buy any Nedbank Group securities in any jurisdiction in which such distribution or offer is not
authorised. In particular, the information herein is not for distribution and does not constitute an offer to
sell or the solicitation of any offer to buy any Nedbank Group securities in the United States of America
or to or for the benefit of any US Person as such term is defined under the United States Securities Act
of 1933, as amended, and the Regulations promulgated thereunder.

Nothing contained herein should be construed as constituting tax or legal advice. Odd-lot Holders
should seek independent advice from appropriate professional advisors about their tax position and in
particular to confirm how the applicable tax legislation applies in their specific personal circumstances.