Nedbank Group Limited (JSE:NED) News - Results of Annual General Meeting

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

Date: 27-05-2022 02:30:00
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