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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
virtually on Friday, 28 May 2021 were as follows:
Resolution Number of Percentage For** Against** Abstained***
ordinary of ordinary % % %
shares voted shares in
issue*
%
Ordinary Resolution 1.1: Election of Mr WITHDRAWN
IG Williamson, who was appointed as a
director since the previous AGM of
shareholders, as a director
Ordinary Resolution 1.2: Election of Mr 405 262 027 79,64% 99,91% 0,09% 0,57%
MH Davis, who was appointed as a
director since the previous AGM of
shareholders, as a director
Ordinary Resolution 2.1: Re-election of 407 708 960 80,12% 93,13% 6,87% 0,09%
Mr PM Makwana as a director
Ordinary Resolution 2.2: Re-election of 407 746 079 80,13% 96,21% 3,79% 0,08%
Ms NP Dongwana, who is retiring by
rotation, as a director
Ordinary Resolution 2.3: Re-election of 407 746 310 80,13% 99,88% 0,12% 0,08%
Mr MC Nkuhlu, who is retiring by
rotation, as a director
Ordinary Resolution 3.1: 407 830 667 80,14% 80,62% 19,38% 0,07%
Reappointment of Deloitte & Touche as
external auditor
Ordinary Resolution 3.2: 407 711 059 80,12% 99,99% 0,01% 0,09%
Reappointment of Ernst & Young as
external auditor
Ordinary Resolution 4.1: Election of Mr 407 827 722 80,14% 99,98% 0,02% 0,07%
S Subramoney as a member of the
Nedbank Group Audit Committee
Ordinary Resolution 4.2: Election of Mr 407 732 111 80,12% 99,07% 0,93% 0,09%
HR Brody as a member of the Nedbank
Group Audit Committee
Ordinary Resolution 4.3: Election of Ms 407 746 011 80,13% 97,24% 2,76% 0,08%
NP Dongwana as a member of the
Nedbank Group Audit Committee
Ordinary Resolution 4.4: Election of Mr 407 827 112 80,14% 99,52% 0,48% 0,07%
EM Kruger as a member of the Nedbank
Group Audit Committee
Ordinary Resolution 5: Placing the 407 837 022 80,15% 83,50% 16,50% 0,07%
authorised but unissued ordinary shares
under the control of the directors
Advisory Endorsement 6.1: Advisory 407 824 282 80,14% 65,88% 34,12% 0,07%
endorsement on a non-binding basis of
the Nedbank Group Remuneration
Policy
Advisory Endorsement 6.2: Advisory 407 825 792 80,14% 80,02% 19,98% 0,07%
endorsement on a non-binding basis of
the Nedbank Group Remuneration
Implementation Report
Special Resolution 1.1: Remuneration of 407 688 551 80,12% 99,24% 0,76% 0,10%
the non-executive directors: Non-
executive Chairman
Special Resolution 1.2: Remuneration of 407 697 394 80,12% 98,19% 1,81% 0,09%
the non-executive directors: Lead
Independent Director (additional 40%)
Special Resolution 1.3: Remuneration of 407 686 771 80,12% 98,19% 1,81% 0,10%
the non-executive directors: Nedbank
Group boardmember
Special Resolution 1.4: Committee 407 687 974 80,12% 99,25% 0,75% 0,10%
members’ fees: Nedbank Group Audit
Committee
Special Resolution 1.5: Committee 407 700 338 80,12% 99,25% 0,75% 0,09%
members’ fees: Nedbank Group Credit
Committee
Special Resolution 1.6: Committee 407 701 097 80,12% 99,25% 0,75% 0,09%
members’ fees: Nedbank Group
Directors’ Affairs Committee
Special Resolution 1.7: Committee 407 690 200 80,12% 99,25% 0,75% 0,10%
members’ fees: Nedbank Group
Information Technology Committee
Special Resolution 1.8: Committee 407 685 674 80,12% 99,25% 0,75% 0,10%
members’ fees: Nedbank Group
Related-party Transactions Committee
Special Resolution 1.9: Committee 407 689 500 80,12% 99,24% 0,76% 0,10%
members’ fees: Nedbank Group
Remuneration Committee
Special Resolution 1.10: Committee 407 690 200 80,12% 99,25% 0,75% 0,10%
members’ fees: Nedbank Group Risk
and Capital Management Committee
Special Resolution 1.11: Committee 407 691 750 80,12% 99,24% 0,76% 0,10%
members’ fees: Nedbank Group
Transformation, Social and Ethics
Committee
Special Resolution 1.12: Committee 407 685 674 80,12% 99,99% 0,01% 0,10%
members’ fees: Nedbank Group Climate
Resilience Committee
Special Resolution 2.1: Remuneration of 407 705 001 80,12% 99,24% 0,76% 0,09%
non-executive director appointed as
acting Group Chairman
Special Resolution 2.2: Remuneration of 407 700 206 80,12% 99,24% 0,76% 0,09%
non-executive director appointed as
acting Lead Independent Director
Special Resolution 2.3: Remuneration of 407 700 206 80,12% 99,24% 0,76% 0,09%
non-executive director appointed as
acting Board Committee Chair
Special Resolution 3: General authority 407 713 823 80,12% 99,25% 0,75% 0,09%
to repurchase ordinary shares
Special Resolution 4: General authority 407 729 274 80,12% 99,58% 0,42% 0,09%
to provide financial assistance to
related and interrelated companies
Special Resolution 5: Amendments to 407 587 796 80,10% 99,82% 0,18% 0,12%
the rules of the Nedbank Group (2005)
Share Option, Matched-share and
Restricted-share schemes
* Based on 508 870 678 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.
As set out in the SENS announcement released on 26 April 2021, Mr Williamson resigned from the Nedbank Group
board with effect from the close of this AGM, and ordinary resolution 1.1 was therefore withdrawn.
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 6.1 relating to the Nedbank Group Remuneration Policy being voted against by 25% or
more of Nedbank Group shareholders represented at the AGM, the Group hereby issues an invitation to the
shareholders who voted against this advisory endorsement 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, 4
June 2021. Nedbank Group will engage with these shareholders in regard to the Nedbank Remuneration Policy.
Johannesburg
28 May 2021
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: 28-05-2021 04:00:00
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