28 May - 5 min read

Results of annual general meeting

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, 28 May 2021 were as follows:

 Resolution                                    Number of  Percentage        For**   Against**   Abstained***
                                                ordinary of ordinary           %           %              %
                                            shares voted   shares in
                                                              issue*
                                                                   %
Ordinary Resolution 1.1: Election of Mr                                 WITHDRAWN
IG Williamson, who was appointed as a
director since the previous AGM of
shareholders, as a director
Ordinary Resolution 1.2: Election of Mr     405 262 027      79,64%        99,91%      0,09%          0,57%
MH Davis, who was appointed as a
director since the previous AGM of
shareholders, as a director
Ordinary Resolution 2.1: Re-election of     407 708 960      80,12%        93,13%      6,87%          0,09%
Mr PM Makwana as a director
Ordinary Resolution 2.2: Re-election of     407 746 079      80,13%        96,21%      3,79%          0,08%
Ms NP Dongwana, who is retiring by
rotation, as a director
Ordinary Resolution 2.3: Re-election of     407 746 310      80,13%        99,88%      0,12%          0,08%
Mr MC Nkuhlu, who is retiring by
rotation, as a director
Ordinary Resolution 3.1:                    407 830 667      80,14%        80,62%     19,38%          0,07%
Reappointment of Deloitte & Touche as
external auditor
Ordinary Resolution 3.2:                    407 711 059      80,12%        99,99%      0,01%          0,09%
Reappointment of Ernst & Young as
external auditor
Ordinary Resolution 4.1: Election of Mr     407 827 722      80,14%        99,98%      0,02%          0,07%
S Subramoney as a member of the
Nedbank Group Audit Committee
Ordinary Resolution 4.2: Election of Mr     407 732 111      80,12%        99,07%      0,93%          0,09%
HR Brody as a member of the Nedbank
Group Audit Committee
Ordinary Resolution 4.3: Election of Ms     407 746 011      80,13%        97,24%      2,76%          0,08%
NP Dongwana as a member of the
Nedbank Group Audit Committee
Ordinary Resolution 4.4: Election of Mr     407 827 112      80,14%        99,52%      0,48%          0,07%
EM Kruger as a member of the Nedbank
Group Audit Committee
Ordinary Resolution 5: Placing the          407 837 022      80,15%        83,50%     16,50%          0,07%
authorised but unissued ordinary shares
under the control of the directors
Advisory Endorsement 6.1: Advisory          407 824 282      80,14%        65,88%     34,12%          0,07%
endorsement on a non-binding basis of
the Nedbank Group Remuneration
Policy
Advisory Endorsement 6.2: Advisory          407 825 792      80,14%        80,02%     19,98%          0,07%
endorsement on a non-binding basis of
the Nedbank Group Remuneration
Implementation Report
Special Resolution 1.1: Remuneration of     407 688 551      80,12%        99,24%      0,76%          0,10%
the non-executive directors: Non-
executive Chairman
Special Resolution 1.2: Remuneration of     407 697 394      80,12%        98,19%      1,81%          0,09%
the non-executive directors: Lead
Independent Director (additional 40%)
Special Resolution 1.3: Remuneration of     407 686 771      80,12%        98,19%      1,81%          0,10%
the non-executive directors: Nedbank
Group boardmember
Special Resolution 1.4: Committee           407 687 974      80,12%        99,25%      0,75%          0,10%
members’ fees: Nedbank Group Audit
Committee
Special Resolution 1.5: Committee           407 700 338      80,12%        99,25%      0,75%          0,09%
members’ fees: Nedbank Group Credit
Committee
Special Resolution 1.6: Committee           407 701 097      80,12%        99,25%      0,75%          0,09%
members’ fees: Nedbank Group
Directors’ Affairs Committee
Special Resolution 1.7: Committee           407 690 200      80,12%        99,25%      0,75%          0,10%
members’ fees: Nedbank Group
Information Technology Committee
Special Resolution 1.8: Committee           407 685 674      80,12%        99,25%      0,75%          0,10%
members’ fees: Nedbank Group
Related-party Transactions Committee
Special Resolution 1.9: Committee           407 689 500      80,12%        99,24%      0,76%          0,10%
members’ fees: Nedbank Group
Remuneration Committee
Special Resolution 1.10: Committee          407 690 200      80,12%        99,25%      0,75%          0,10%
members’ fees: Nedbank Group Risk
and Capital Management Committee
Special Resolution 1.11: Committee          407 691 750      80,12%        99,24%      0,76%          0,10%
members’ fees: Nedbank Group
Transformation, Social and Ethics
Committee
Special Resolution 1.12: Committee          407 685 674      80,12%        99,99%      0,01%          0,10%
members’ fees: Nedbank Group Climate
Resilience Committee
Special Resolution 2.1: Remuneration of     407 705 001      80,12%        99,24%      0,76%          0,09%
non-executive director appointed as
acting Group Chairman
Special Resolution 2.2: Remuneration of     407 700 206      80,12%        99,24%      0,76%          0,09%
non-executive director appointed as
acting Lead Independent Director
Special Resolution 2.3: Remuneration of     407 700 206      80,12%        99,24%      0,76%          0,09%
non-executive director appointed as
acting Board Committee Chair
Special Resolution 3: General authority     407 713 823      80,12%        99,25%      0,75%          0,09%
to repurchase ordinary shares
Special Resolution 4: General authority     407 729 274      80,12%        99,58%      0,42%          0,09%
to provide financial assistance to
related and interrelated companies
Special Resolution 5: Amendments to         407 587 796      80,10%        99,82%      0,18%          0,12%
the rules of the Nedbank Group (2005)
Share Option, Matched-share and
Restricted-share schemes

*      Based on 508 870 678 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.

As set out in the SENS announcement released on 26 April 2021, Mr Williamson resigned from the Nedbank Group
board with effect from the close of this AGM, and ordinary resolution 1.1 was therefore withdrawn.

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 endorsement 6.1 relating to the Nedbank Group Remuneration Policy 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 this advisory endorsement 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, 4
June 2021. Nedbank Group will engage with these shareholders in regard to the Nedbank Remuneration Policy.

Johannesburg
28 May 2021

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: 28-05-2021 04:00:00
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