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Results of Nedbank Annual General Meeting
Nedbank Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1951/000009/06)
Share code: NBKP ISIN: ZAE000043667
(“Nedbank” or “the Company”)
RESULTS OF NEDBANK ANNUAL GENERAL MEETING
Shareholders are advised that the voting results for the annual general meeting (“AGM”) of Nedbank, a wholly-owned
subsidiary of Nedbank Group Limited, held at the registered offices of the Company on Thursday, 7 May 2015 were as
follows:
Resolution Number of ordinary Percentage of For**
shares voted ordinary shares in %
issue*
%
Ordinary Resolution 1.1 : re-election as a director of Mr PM Makwana 27 555 649 100% 100%
who is retiring by rotation
Ordinary Resolution 1.2 : re-election as a director of Ms NP Mnxasana, 27 555 649 100% 100%
who is retiring by rotation
Ordinary Resolution 2.1 : election of Mr BA Dames, who was appointed 27 555 649 100% 100%
as a non-executive director during the year
Ordinary Resolution 2.2 : election of Mr PB Hanratty, who was appointed 27 555 649 100% 100%
as a non-executive director during the year
Ordinary Resolution 2.3 : election of Dr MA Matooane, who was 27 555 649 100% 100%
appointed as a non-executive director during the year
Ordinary Resolution 2.4 : election of Mr V Naidoo, who was appointed as 27 555 649 100% 100%
a non-executive director during the year
Ordinary Resolution 2.5 : election of Mr MC Nkuhlu, who was appointed 27 555 649 100% 100%
as a non-executive director during the year
Ordinary Resolution 3.1 : Reappointment of Deloitte and Touche (with 27 555 649 100% 100%
Mr M Jordan as designated registered auditor)
Ordinary Resolution 3.2 : Reappointment of KPMG Inc (with Ms H 27 555 649 100% 100%
Berrange as designated registered auditor)
Ordinary Resolution 4 : External auditors’ remuneration 27 555 649 100% 100%
Ordinary Resolution 5 : Control of authorised, but unissued, shares 27 555 649 100% 100%
Advisory endorsement of remuneration policy 27 555 649 100% 100%
Special Resolution 1 : Remuneration of non-executive directors 27 555 649 100% 100%
Special Resolution 2 : General authority to provide financial assistance to 27 555 649 100% 100%
related and interrelated companies
* Based on 27 555 649 ordinary shares (unlisted) in issue at the date of the AGM.
** In relation to the total number of ordinary shares voted at the AGM.
There were no votes against or abstaining from the abovementioned resolutions.
In addition to the ordinary shares referred to above, there are 358 277 491 listed non-redeemable non-cumulative non-participating preference
shares (‘perpetual preference shares’) and 100 Class A and 100 Class B redeemable cumulative preference shares (‘redeemable preference shares’).
In terms of article 44.8 of the memorandum of incorporation of Nedbank, the holders of the perpetual preference shares are not entitled to be
present or to vote, either in person or by proxy, at any meeting of the Company by virtue of or in respect of the perpetual preference shares, unless
either or both of the following circumstances prevail at the date of the AGM:
o the preference dividend or any part thereof remains in arrears and unpaid after 6 (six) months from the due date thereof; and
o a resolution of the company is proposed (in which event the preference shareholders will be entitled to vote only on such resolution) that
directly affects the rights attached to the preference shares or the interests of the holders thereof, including a resolution for the winding up of
the Company or for the reduction of its capital.
In terms of articles 45.9 and 46.9 of the memorandum of incorporation, the holders of the redeemable preference shares are entitled to receive
notice and attend the AGM, but will not be entitled to speak or vote thereat, unless the circumstances as recorded in the articles prevail at the date
of the AGM.
At the time of the AGM none of the above conditions were applicable.
Based on the above voting results, all resolutions were passed by the requisite majority of Nedbank ordinary shareholders present in person or
represented by proxy at the AGM.
Johannesburg
8 May 2015
Sponsors
Nedbank
Investec Bank Limited
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