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NEDBANK GROUP LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1966/010630/06
JSE share code: NED
NSX share code: NBK
ISIN: ZAE000004875
(“Nedbank Group” or “the Group”)
RESULTS OF ANNUAL GENERAL MEETING
Shareholders are advised that the voting results for the annual general meeting (“AGM”) of Nedbank Group held
virtually on Friday, 27 May 2022 were as follows:
Resolution Number of Percentage For** Against** Abstained
ordinary of ordinary % % ***
shares voted shares in
%
issue*
%
Ordinary Resolution 1.1: Election of Ms 360 574 566 70.49 85.18 14.82 0.02
P Langeni, who was appointed as a
director of the company after the last
AGM of shareholders
Ordinary Resolution 2.1: Re-election of 360 685 619 70.52 98.73 1.27 0.02
Mr MWT Brown, who is retiring by
rotation, as a director
Ordinary Resolution 2.2: Re-election of 360 684 485 70.51 97.97 2.03 0.02
Mr BA Dames, who is retiring by
rotation, as a director
Ordinary Resolution 2.3: Re-election of 360 685 605 70.52 99.87 0.13 0.02
Mr RAG Leith, who is retiring by
rotation, as a director
Ordinary Resolution 2.4: Re-election of 360 685 605 70.52 98.39 1.61 0.02
Mr S Subramoney, who is retiring by
rotation, as a director
Ordinary Resolution 3.1: 360 687 715 70.52 71.87 28.13 0.02
Reappointment of Deloitte & Touche as
external auditor
Ordinary Resolution 3.2: 360 686 595 70.52 99.03 0.97 0.02
Reappointment of Ernst & Young as
external auditor
Ordinary Resolution 4.1: Election of Mr 360 685 365 70.52 98.54 1.46 0.02
S Subramoney as a member of the
Nedbank Group Audit Committee
Ordinary Resolution 4.2: Election of Mr 360 685 365 70.52 96.64 3.36 0.02
HR Brody as a member of the Nedbank
Group Audit Committee
Ordinary Resolution 4.3: Election of Ms 360 686 871 70.52 96.37 3.63 0.02
NP Dongwana as a member of the
Nedbank Group Audit Committee
Ordinary Resolution 4.4: Election of Mr 360 684 482 70.51 98.85 1.15 0.02
EM Kruger as a member of the Nedbank
Group Audit Committee
Ordinary Resolution 5: Placing the 360 687 615 70.52 97.72 2.28 0.02
authorised but unissued ordinary shares
under the control of the directors
Advisory Endorsement 6.1: Advisory 360 662 023 70.51 71.70 28.30 0.03
endorsement on a non-binding basis of
the Nedbank Group Remuneration
Policy
Advisory Endorsement 6.2: Advisory 359 873 440 70.36 72.86 27.14 0.18
endorsement on a non-binding basis of
the Nedbank Group Remuneration
Implementation Report
Special Resolution 1.1: Remuneration of 360 642 303 70.51 99.36 0.64 0.03
the non-executive directors: Non-
executive Chairperson
Special Resolution 1.2: Remuneration of 360 652 255 70.51 99.40 0.60 0.03
the non-executive directors: Lead
Independent Director (additional 40%)
Special Resolution 1.3: Remuneration of 360 641 514 70.51 99.26 0.74 0.03
the non-executive directors: Nedbank
Group boardmember
Special Resolution 1.4: Committee 360 653 984 70.51 99.77 0.23 0.03
members’ fees: Nedbank Group Audit
Committee
Special Resolution 1.5: Committee 360 653 179 70.51 99.82 0.18 0.03
members’ fees: Nedbank Group Credit
Committee
Special Resolution 1.6: Committee 360 653 952 70.51 99.80 0.20 0.03
members’ fees: Nedbank Group
Directors’ Affairs Committee
Special Resolution 1.7: Committee 360 653 955 70.51 99.82 0.18 0.03
members’ fees: Nedbank Group
Information Technology Committee
Special Resolution 1.8: Committee 360 654 105 70.51 99.74 0.26 0.03
members’ fees: Nedbank Group
Remuneration Committee
Special Resolution 1.9: Committee 360 653 328 70.51 99.82 0.18 0.03
members’ fees: Nedbank Group Risk
and Capital Management Committee
Special Resolution 1.10: Committee 360 655 598 70.51 99.82 0.18 0.03
members’ fees: Nedbank Group
Transformation, Social and Ethics
Committee
Special Resolution 1.11: Committee 360 653 983 70.51 99.92 0.08 0.03
members’ fees: Nedbank Group Climate
Resilience Committee
Special Resolution 2.1: Remuneration of 360 652 540 70.51 99.95 0.05 0.03
non-executive director appointed as
Acting Group Chairperson
Special Resolution 2.2: Remuneration of 360 651 766 70.51 99.95 0.05 0.03
non-executive director appointed as
Acting Lead Independent Director
Special Resolution 2.3: Remuneration of 360 652 389 70.51 99.95 0.05 0.03
non-executive director appointed as
Acting Committee Chairperson
Special Resolution 3: General authority 360 670 459 70.51 99.78 0.22 0.03
to repurchase ordinary shares
Special Resolution 4: General authority 360 685 627 70.52 99.84 0.16 0.02
to provide financial assistance to
related and interrelated companies
* Based on 511 500 790 shares in issue at the date of the AGM.
** In relation to the total number of shares voted at the AGM.
*** In relation to the total number of shares in issue at the date of the AGM.
Based on the above voting results, all resolutions were passed by the requisite majority of Nedbank Group
shareholders present or represented by proxy at the AGM.
Due to advisory endorsements 6.1 and 6.2 relating to the Nedbank Group Remuneration Policy and Nedbank Group
Remuneration Implementation Report being voted against by 25% or more of Nedbank Group shareholders
represented at the AGM, the Group hereby issues an invitation to the shareholders who voted against these advisory
endorsements to engage with the Group by submitting written questions/comments to the Group Secretary via e-
mail at: JackieK@nedbank.co.za by or before 17:00 on Friday, 3 June 2022. Nedbank Group will engage with these
shareholders in regard to the Nedbank Remuneration Policy and Nedbank Group Remuneration Implementation
Report.
Johannesburg
27 May 2022
Sponsors
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Merrill Lynch South Africa (Pty) Limited
Sponsor to Nedbank Group in Namibia:
Old Mutual Investment Services (Namibia) (Pty) Ltd
