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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 at the registered offices
of the Group on Thursday, 18 May 2017 were as follows:
Resolution Number of Percentage For** Against** Abstained***
ordinary of ordinary % % %
shares shares in
voted issue*
%
Ordinary Resolution 1.1: Election as a director of Mr 434 968 063 87.23 99.75 0.25 0.05
EM Kruger, who was appointed as a director since
the previous general meeting of shareholders
Ordinary Resolution 1.2: Election as a director of Mr 434 970 341 87.23 99.75 0.25 0.05
RAG Leith, who was appointed as a director since
the previous general meeting of shareholders
Ordinary Resolution 2.1 : Reelection as a director of 434 974 230 87.23 99.75 0.25 0.05
Mr MWT Brown, who is retiring by rotation
Ordinary Resolution 2.2 : Reelection as a director of 434 974 187 87.23 99.75 0.25 0.05
Mr BA Dames, who is retiring by rotation
Ordinary Resolution 2.3 : Reelection as a director of 434 970 276 87.23 99.75 0.25 0.05
Dr MA Matooane, who is retiring by rotation
Ordinary Resolution 2.4 : Reelection as a director of 434 970 152 87.23 99.75 0.25 0.05
Mr JK Netshitenzhe, who is retiring by rotation
Ordinary Resolution 3.1 : Reappointment of Deloitte 434 974 936 87.23 92.51 7.49 0.05
& Touche as external auditors
Ordinary Resolution 3.2: Reappointment of KPMG 434 972 060 87.23 92.51 7.49 0.05
Inc as external auditors
Ordinary Resolution 4 : Placing the authorised but 434 974 919 87.23 99.13 0.87 0.05
unissued ordinary shares under the control of the
directors
Ordinary Resolution 5 : Placing the authorised but 434 974 815 87.23 95.87 4.13 0.05
unissued preference shares under the control of the
directors
Advisory endorsement on a non-binding basis of 434 797 394 87.19 90.21 9.79 0.08
remuneration policy
Special Resolution 1.1 : Remuneration of non- 434 965 319 87.23 99.56 0.44 0.05
executive directors: Non-executive Chairman
Special Resolution 1.2 : Remuneration of non- 434 961 789 87.23 100.00 0.00 0.05
executive directors: Lead Independent Director fee
(additional 40%)
Special Resolution 1.3 : Remuneration of non- 434 934 094 87.22 100.00 0.00 0.05
executive directors: Nedbank Group boardmember
Special Resolution 1.4.1 : Remuneration of non- 434 965 302 87.23 100.00 0.00 0.05
executive directors: Nedbank Group Audit
Committee - Chair
Special Resolution 1.4.2 : Remuneration of non- 434 679 153 87.17 100.00 0.00 0.05
executive directors: Nedbank Group Audit
Resolution Number of Percentage For** Against** Abstained***
ordinary of ordinary % % %
shares shares in
voted issue*
%
Committee - Member
Special Resolution 1.5.1 : Remuneration of non- 434 965 323 87.23 100.00 0.00 0.05
executive directors: Nedbank Group Credit
Committee - Chair
Special Resolution 1.5.2 : Remuneration of non- 434 965 303 87.23 100.00 0.00 0.05
executive directors: Nedbank Group Credit
Committee - Member
Special Resolution 1.6.1 : Remuneration of non- 434 965 306 87.23 100.00 0.00 0.05
executive directors: Nedbank Group Directors'
Affairs Committee - Chair
Special Resolution 1.6.2 : Remuneration of non- 434 965 283 87.23 100.00 0.00 0.05
executive directors: Nedbank Group Directors'
Affairs Committee - Member
Special Resolution 1.7.1 : Remuneration of non- 434 965 303 87.23 100.00 0.00 0.05
executive directors: Nedbank Group Information
Technology Committee - Chair
Special Resolution 1.7.2 : Remuneration of non- 434 965 280 87.23 100.00 0.00 0.05
executive directors: Nedbank Group Information
Technology Committee - Member
Special Resolution 1.8.1 : Remuneration of non- 434 965 303 87.23 99.99 0.01 0.05
executive directors: Nedbank Group Related-party
Transactions Committee - Chair
Special Resolution 1.8.2 : Remuneration of non- 434 965 303 87.23 99.99 0.01 0.05
executive directors: Nedbank Group Related-party
Transactions Committee - Member
Special Resolution 1.9.1 : Remuneration of non- 434 965 280 87.23 100.00 0.00 0.05
executive directors: Nedbank Group Remuneration
Committee - Chair
Special Resolution 1.9.2 : Remuneration of non- 434 965 303 87.23 100.00 0.00 0.05
executive directors: Nedbank Group Remuneration
Committee - Member
Special Resolution 1.10.1 : Remuneration of non- 434 965 283 87.23 100.00 0.00 0.05
executive directors: Nedbank Group Risk and
Capital Management Committee - Chair
Special Resolution 1.10.2 : Remuneration of non- 434 965 283 87.23 100.00 0.00 0.05
executive directors: Nedbank Group Risk and
Capital Management Committee - Member
Special Resolution 1.11.1 : Remuneration of non- 434 934 072 87.22 100.00 0.00 0.05
executive directors: Nedbank Group
Transformation, Social and Ethics Committee - Chair
Special Resolution 1.11.2 : Remuneration of non- 434 965 667 87.23 100.00 0.00 0.05
executive directors: Nedbank Group
Transformation, Social and Ethics Committee -
Member
Special Resolution 2 : General authority to 434 973 210 87.23 98.75 1.25 0.05
repurchase ordinary shares
Special Resolution 3 : General authority to provide 434 971 217 87.23 99.71 0.29 0.05
financial assistance to related and interrelated
companies
Special Resolution 4 : Amendment to clause 10 of 434 972 418 87.23 100.00 0.00 0.05
the Memorandum of Incorporation in relation to the
Resolution Number of Percentage For** Against** Abstained***
ordinary of ordinary % % %
shares shares in
voted issue*
%
treatment of fractions
Special Resolution 5 : NedNamibia Stakeholder 434 963 264 87.23 99.98 0.02 0.05
Schemes repurchase
Special Resolution 6 : NedNamibia Stakeholder 434 963 247 87.23 99.87 0.13 0.05
Schemes: Reapproval and ratification of the grant of
a call option for the issue of securities
* Based on 498 661 160 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 in person
or represented by proxy at the AGM.
Johannesburg
18 May 2017
Sponsors
Nedbank Corporate and Investment Banking
Merrill Lynch South Africa (Pty) Limited
Sponsor to Nedbank Group in Namibia:
Old Mutual Investment Services (Namibia) (Pty) Ltd
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