NEDBANK GROUP LIMITED - Results of annual general meeting

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 Monday, 11 May 2015 were as follows:

 Resolution                                                      Number of    Percentage of   For**    Against**   Abstained***
                                                                   ordinary        ordinary       %           %              %
                                                               shares voted       shares in
                                                                                     issue*
                                                                                         %
 Ordinary Resolution 1.1 : re-election as a director of Mr      407 936 930          82.51     99.11        0.89           0.15
 PM Makwana who is retiring by rotation
 Ordinary Resolution 1.2 : re-election as a director of Mrs     407 935 862          82.51     99.09        0.91           0.15
 NP Mnxasana, who is retiring by rotation
 Ordinary Resolution 1.3 : re-election as a director of Mrs     407 934 275          82.51     99.71        0.29           0.15
 RK Morathi, who is retiring by rotation
 Ordinary Resolution 1.4 : re-election as a director of Mr      407 940 544          82.51     98.85        1.15           0.15
 JVF Roberts, who is retiring by rotation
 Ordinary Resolution 1.5 : election of Mr PB Hanratty, who      408 226 499          82.57     99.72        0.28           0.09
 was appointed as a non-executive director during the
 year
 Ordinary Resolution 1.6 : election of Mr V Naidoo, who         407 947 604          82.51     99.13        0.87           0.15
 was appointed as a non-executive director during the
 year
 Ordinary Resolution 1.7 : election of Mr MC Nkuhlu, who        407 948 396          82.51     99.71        0.29           0.15
 was appointed as a non-executive director during the
 year
 Ordinary Resolution 2 1: Reappointment of Deloitte &           407 954 555          82.51    100.00        0.00           0.15
 Touche as external auditors
 Ordinary Resolution 2.2 : Reappointment of KPMG Inc as         407 954 443          82.51     99.99        0.01           0.15
 external auditors
 Ordinary Resolution 3 : Determination of the                   407 922 611          82.51     99.98        0.02           0.15
 remuneration of external auditors
 Ordinary Resolution 4 : Placing of unissued ordinary           407 773 968          82.48     97.69        2.31           0.15
 shares under the control of the directors
 Ordinary Resolution 5 : Placing of unissued preference         407 921 615          82.51     97.53        2.47           0.15
 shares under the control of the directors
 Advisory endorsement on a non-binding basis of                 407 917 017          82.51     99.79        0.21           0.15
 company’s remuneration policy
 Special Resolution 1 : Approval of the non-executive           407 917 035          82.51     99.99        0.01           0.15
 directors’ remuneration
 Special Resolution 2 : General authority to repurchase         408 058 546          82.53     97.39        2.61           0.13
 shares
 Special Resolution 3 : General authority to provide            407 941 714          82.51     94.52        5.48           0.15
 financial assistance to related and interrelated
 companies
* Based on 494 411 956 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
12 May 2015


Sponsors
Nedbank
Merrill Lynch South Africa (Pty) Limited

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

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