NEDBANK GROUP LIMITED - Results of the General Meeting of Nedbank Group Shareholders to Approve the Odd-Lot Offer

Results of the General Meeting of Nedbank Group Shareholders to Approve 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
ISIN: ZAE000004875
(‘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 SENS
on Monday, 15 October 2018 (‘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
of a Nedbank Group ordinary share at the close of business on Monday, 3 December 2018 (‘Offer
Price’).

The Odd-lot Offer will provide Odd-lot Holders with the ability to dispose of their Odd-lot Holdings on an
efficient basis and will provide liquidity for those Odd-lot Holders who elect to sell their Odd-lot Holdings
or who make no election. For Nedbank Group, it will, inter alia, reduce the complexity and ongoing
administrative costs associated with a significantly larger 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,
14 December 2018 will automatically be regarded as having accepted the Odd-lot Offer and
chosen to dispose of their Odd-lot Holdings.

Results of the General Meeting

As stated in the Odd-lot Offer announcement, 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, Thursday, 22 November 2018, 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:         383 914 676           76.75%         98.57%          1.43%            0.09%
 Specific authority to
 repurchase Nedbank
 Group ordinary shares
 from the Odd-lot Holders
 Ordinary resolution 1:        383 914 676           76.75%         98.58%          1.42%            0.09%
 Authority to make and
 implement the Odd-lot
 Offer


                                                                                                           
 Resolution                     Number of       Percentage        For**    Against**   Abstained***
                                 Nedbank        of Nedbank            %           %               %
                                   Group             Group
                                 ordinary          ordinary
                                   shares         shares in
                                    voted            issue*
                                                         %
 Ordinary resolution 2:       383 914 676           76.75%      98.58%        1.42%          0.09%
 Authority of directors

*      Based on 500 239 303 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

                                                                                             2018
 Odd-lot Offer opens at 09:00 (SA time)                                       Friday, 23 November

 Finalisation announcement (including the Offer Price) released on           Tuesday, 4 December
 SENS before 11:00 (SA time) on or before

 Finalisation announcement (including the Offer Price) published in the    Wednesday, 5 December
 press

 Last day to trade to participate in the Odd-lot Offer                      Tuesday, 11 December

 Shares trade ex the Odd-lot Offer                                        Wednesday, 12 December

 Record date for the Odd-lot Offer. Odd-lot Offer closes at 12:00 (SA         Friday, 14 December
 time)

 Dematerialised Odd-lot Holders who have accepted the Odd-lot Offer         Tuesday, 18 December
 or are deemed to have accepted the Odd-lot Offer will have their
 accounts held at their CSDP or broker credited with the cash
 consideration

 Payments of the cash consideration to certificated Odd-lot Holders         Tuesday, 18 December
 who have accepted the Odd-lot Offer

 Results of the Odd-lot Offer released on SENS                              Tuesday, 18 December

 Results of the Odd-lot Offer published in the press                      Wednesday, 19 December

 Cancellation and termination of listing of Nedbank Group ordinary            Friday, 21 December
 shares repurchased in terms of the Odd-lot Offer expected on or about


                                                                                                   
Sandton

22 November 2018

Financial advisors to Nedbank Group:
Nedbank CIB
Deutsche Bank

Sponsors to Nedbank Group:
Nedbank CIB
Merrill Lynch South Africa (Pty) Ltd

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

Legal advisors to Nedbank Group:
ENSafrica




                                                     

Date: 22/11/2018 12:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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