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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
A2X share code: NED
ISIN: ZAE000004875
JSE alpha code: NEDI
(“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 as a
hybrid meeting on Friday, 2 June 2023 were as follows:
Resolution Number of Percentage For** Against** Abstained
ordinary of ordinary % % ***
shares shares in %
voted issue*
%
Ordinary Resolution 1.1: Election of Mr 392 716 419 78.90 99.93 0.07 0.20
M Nyati, who was appointed as a
director of the company after the last
AGM of shareholders
Ordinary Resolution 1.2: Election of Mr 392 807 672 78.92 99.92 0.08 0.18
AD Mminele, who was appointed as a
director of the company after the last
AGM of shareholders
Ordinary Resolution 2.1: Re-election of 392 465 667 78.85 96.21 3.79 0.25
Mr HR Brody, who is retiring by rotation,
as a director
Ordinary Resolution 2.2: Re-election of 392 512 914 78.86 99.65 0.35 0.24
Mr MH Davis, who is retiring by rotation,
as a director
Ordinary Resolution 2.3: Re-election of 392 839 922 78.93 98.92 1.08 0.18
Mr EM Kruger, who is retiring by
rotation, as a director
Ordinary Resolution 2.4: Re-election of 392 792 966 78.92 99.04 0.96 0.18
Ms L Makalima, who is retiring by
rotation, as a director
Ordinary Resolution 3.1: Reappointment 392 837 559 78.93 93.12 6.88 0.18
of Deloitte & Touche as external auditor
Ordinary Resolution 3.2: Reappointment 392 837 741 78.93 98.69 1.31 0.18
of Ernst & Young as external auditor
Ordinary Resolution 3.3: Appointment of 392 730 886 78.90 98.37 1.63 0.20
KPMG in a shadow capacity
Ordinary Resolution 4.1: Election of Mr 392 864 910 78.93 99.22 0.78 0.17
S Subramoney as a member of the
Nedbank Group Audit Committee
Ordinary Resolution 4.2: Election of Mr 392 840 236 78.93 97.91 2.09 0.18
HR Brody as a member of the Nedbank
Group Audit Committee
Ordinary Resolution 4.3: Election of Mrs 392 835 061 78.93 97.66 2.34 0.18
NP Dongwana as a member of the
Nedbank Group Audit Committee
Ordinary Resolution 4.4: Election of Mr 392 860 758 78.93 98.93 1.07 0.17
EM Kruger as a member of the Nedbank
Group Audit Committee
Ordinary Resolution 4.5: Election of Ms 392 735 947 78.91 90.84 9.16 0.20
P Langeni as a member of the Nedbank
Group Audit Committee
Ordinary Resolution 5: Placing the 392 728 806 78.90 97.00 3.00 0.20
authorised but unissued ordinary shares
under the control of the directors
Advisory Endorsement 6.1: Advisory 392 601 861 78.88 90.44 9.56 0.22
endorsement on a non-binding basis of
the Nedbank Group Remuneration
Policy
Advisory Endorsement 6.2: Advisory 392 238 381 78.81 74.76 25.24 0.30
endorsement on a non-binding basis of
the Nedbank Group Remuneration
Implementation Report
Special Resolution 1.1: Remuneration of 392 648 655 78.89 99.68 0.32 0.21
the Non-executive directors: Group
Chairperson (all-inclusive fee)
Special Resolution 1.2: Remuneration of 392 630 304 78.88 98.95 1.05 0.22
the Non-executive directors: Lead
Independent Director (additional 40%)
Special Resolution 1.3: Remuneration of 392 412 476 78.84 99.22 0.78 0.26
the Non-executive directors: Nedbank
Group boardmember
Special Resolution 1.4: Committee 392 642 303 78.89 99.63 0.37 0.21
members’ fees: Nedbank Group Audit
Committee
Special Resolution 1.5: Committee 392 616 188 78.88 99.64 0.36 0.22
members’ fees: Nedbank Group Credit
Committee
Special Resolution 1.6: Committee 392 642 261 78.89 99.64 0.36 0.21
members’ fees: Nedbank Group
Directors’ Affairs Committee
Special Resolution 1.7: Committee 392 642 822 78.89 99.63 0.37 0.21
members’ fees: Nedbank Group
Information Technology Committee
Special Resolution 1.8: Committee 392 539 632 78.87 99.62 0.38 0.24
members’ fees: Nedbank Group
Remuneration Committee
Special Resolution 1.9: Committee 392 642 309 78.89 99.63 0.37 0.21
members’ fees: Nedbank Group Risk
and Capital Management Committee
Special Resolution 1.10: Committee 392 642 875 78.89 99.63 0.37 0.21
members’ fees: Nedbank Group
Transformation, Social and Ethics
Committee
Special Resolution 1.11: Committee 392 490 784 78.86 99.63 0.37 0.25
members’ fees: Nedbank Group Climate
Resilience Committee
Special Resolution 2.1: Remuneration of 392 613 341 78.88 99.62 0.38 0.22
Non-executive director appointed as
Acting Group Chairperson
Special Resolution 2.2: Remuneration of 392 575 232 78.87 99.64 0.36 0.23
Non-executive director appointed as
Acting Lead Independent Director
Special Resolution 2.3: Remuneration of 392 613 414 78.88 99.64 0.36 0.22
Non-executive director appointed as
Acting Committee Chairperson
Special Resolution 3: General authority 392 713 146 78.90 99.93 0.07 0.20
to repurchase ordinary shares
Special Resolution 4: General authority 392 754 005 78.91 99.32 0.68 0.19
to provide financial assistance to related
and interrelated companies
Special Resolution 5.1: Amendments to 387 603 257 77.87 99.96 0.04 0.43
the Rules of the Nedbank Group (2005)
Share Scheme: Replacing ‘Retention
Awards’ with ‘Individual Performance
Awards’
Special Resolution 5.2: Amendments to 387 602 722 77.87 99.67 0.33 0.43
the Rules of the Nedbank Group (2005)
Share Scheme: Amendment of clause
28 dealing with dividends and
distributions
Special Resolution 6: Creation of new 392 641 169 78.89 98.12 1.88 0.22
preference shares
Special Resolution 7: Amendment to the 392 536 138 78.87 98.92 1.08 0.24
MOI incorporating the terms of the A
non-redeemable, non-cumulative,
non-participating, perpetual preference
shares
Ordinary Resolution 6: Placing the 392 109 139 78.78 96.33 3.67 0.32
authorised but unissued A non-
redeemable, non-cumulative, non-
participating, perpetual preference
shares under the control of the directors
* Based on 497 726 339 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 endorsement 6.2 relating to the Nedbank Group Remuneration Implementation Report being voted
against by 25.24% 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, 9
June 2023. Nedbank Group will engage with these shareholders in regard to the Nedbank Group Remuneration
Implementation Report.
Johannesburg
2 June 2023
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: 02-06-2023 03:36:00
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