NEDBANK GROUP LIMITED - Results of the Odd-lot Offer

Results of the Odd-lot Offer

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
JSE alpha code: NEDI
ISIN: ZAE000004875
(“Nedbank Group” or the “Company”)


RESULTS OF THE ODD-LOT OFFER


1. Introduction

    1.1. Nedbank Group shareholders (“Shareholders”) are referred to the circular containing details
         of the odd-lot offer (“Odd-lot Offer”) that was distributed to Shareholders on Thursday,
         20 April 2023 (“Circular”).
    1.2. Shareholders are further referred to the finalisation announcement that was released on SENS
         on Tuesday, 20 June 2023, containing the Offer Price and confirming that the Odd-lot Offer
         was unconditional and accordingly would be implemented in accordance with its terms.
    1.3. Capitalised terms used herein that are not otherwise defined, bear the meanings ascribed to
         them in the Circular.

2. Results of the Odd-lot Offer

    2.1. Shareholders are advised that the Odd-lot Offer closed at 12:00 (SAST) on Friday, 30 June
         2023 and the results thereof are as follows:

                             Number of             Number of             Number of         Total number of
                       Shares retained        Shares sold by        Shares sold by                  Shares
                           by election              election      default election 1        repurchased by
                                                                                             Nedbank Group
                                                                                           pursuant to the
                                                                                             Odd-lot Offer

 Certificated                     207                     22                 2 335                   2 357
 
 Dematerialised               231 475                347 997             2 373 563               2 721 560
 
 Total                        231 682                348 019             2 375 898               2 723 917
 

Notes:
1. In terms of the Odd-Lot Offer, Odd-lot Holders who did not make an election were automatically regarded as
having elected and accepted to dispose of their Odd-lot Holdings to the Company.

    2.2. Nedbank Group repurchased a total of 2 723 917 Nedbank Group Shares, representing 0,55%
         of the total issued ordinary share capital of Nedbank Group for a total consideration of
         R637,578,694.73.
    2.3. The Shares repurchased by Nedbank Group in terms of the Odd-lot Offer will be delisted and
         cancelled on or about Tuesday, 4 July 2023, and accordingly the total issued ordinary share
         capital of Nedbank Group will be reduced from 491 317 982 to 488 594 065 Nedbank Group
         Shares.

3. Payment of the Cash Consideration

   3.1. Dematerialised Odd-lot Holders who have accepted the Odd-lot Offer or are deemed to have
        elected and accepted the Odd-lot Offer will have their accounts held at their CSDP or Broker
        credited with the Cash Consideration today, Monday, 3 July 2023.
   3.2. Payments of the Cash Consideration to Certificated Odd-lot Holders who have accepted the
        Odd-lot Offer or are deemed to have elected and accepted the Odd-lot Offer will also be made
        today, Monday, 3 July 2023, by EFT into the Shareholder’s bank account, as provided on the
        Form of Election and Surrender (blue).
   3.3. In respect of Shares held through Issuer Sponsored Nominees, payment of the Cash
        Consideration will be made to Odd-lot Holders who have accepted the Odd-lot Offer or are
        deemed to have elected and accepted the Odd-lot Offer on or after, Monday, 3 July 2023 by
        EFT into the Shareholder’s bank account, as provided on the Nominee Form of Election
        (yellow).


Sandton

3 July 2023

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

Legal Advisor:
Edward Nathan Sonnenbergs Incorporated

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

Sponsor to Nedbank Group in Namibia:
Old Mutual Investment Services (Namibia) Proprietary Limited


Date: 03-07-2023 10:00:00
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