ABSA GROUP LIMITED - Amendment of AGM Resolution

Amendment of AGM Resolution

Absa Group Limited
Incorporated in the Republic of South Africa
Registration number: 1986/003934/06
JSE share code: ABG
ISIN: ZAE000255915
(“Absa Group” or “the Company”)




AMENDMENT OF SPECIAL RESOLUTION 1 OF THE NOTICE OF ANNUAL GENERAL
MEETING


Shareholders are referred to the notice of annual general meeting (AGM) as contained in the
integrated annual report issued on 31 March 2020 giving notice of the AGM of shareholders of
Absa Group to be held on 4 June 2020 (Notice of AGM) and are hereby informed of the following
amendment to the Notice of AGM.


Special Resolution 1: Non-executive directors’ remuneration


Special resolution number 1 has been amended to reflect that the non-executive directors’ fees
remain unchanged for the period 1 June 2020 to 31 May 2021, as set out in the table below:


                                                 Proposed          Remuneration      Change
                                                 Remuneration      1 June 2019 –       (%)
                                                 1 June 2020 – 31 May 2020
                                                 31 May 2021             (R)
                                                       (R)

 Board Chairman (1)                                    6 501 939         6 501 939      0
 Board members (2)                                      585 867           585 867       0
 Group Audit and Compliance Committee                   337 365           337 365       0
 (GACC) member (3)
 Group         Risk        and       Capital        Management                         331 228                     331 228          0
 Committee (GRCMC) member (3)
 Group Remuneration Committee (RemCo)                                                  192 715                     192 715          0
 member (3)
 Directors’ Affairs Committee (DAC) member                                             119 991                     119 991          0
 Group         Credit       Risk       Committee            (GCRC)                     105 879                     105 879          0
 member (4)
                                                                                     3 268 per                   3 268 per          0
                                                                                          facility                    facility
                                                                                      reviewed                    reviewed
 Social and Ethics Committee (SEC) member                                              134 984                     134 984          0
 (3)
 Disclosure Committee (DC) member (4)                                                    90 751                      90 751         0
 Information          Technology            Committee            (ITC)                 158 000                     158 000          0
 member (4)
 Board Finance Committee (BFC) member (4)                                          23 429 per                  23 429 per           0
                                                                                        meeting                    meeting
 Separation Oversight Committee (SC) (4)                                           23 429 per                  23 429 per           0
                                                                                        meeting                    meeting
 Special Board meeting                                                             37 775 per                  37 775 per           0
                                                                                        meeting                    meeting
 Special (ad hoc) Board committee and sub-                                         23 429 per                  23 429 per           0
 committee meetings                                                                     meeting                    meeting
 Ad hoc attendance                                                           5 173 per hour              5 173 per hour             0

Notes:
(1) The Group Chairman’s fees cover her chairmanship and membership of all Board committees and sub-committees (excluding the
Separation Oversight Committee), including the chairmanship of the boards of Absa Bank Limited and Absa Financial Services Limited.
(2) Executive directors of the Company do not receive fees as members of the Company Board and Board committees.
(3) The GACC, GRCMC, RemCo and SEC chairmen receive fees equal to two-and-a-half times (2.5x) the fee payable to the members of these
committees.
(4) The chairmen of Board committees and sub-committees other than the GACC, GRCMC, RemCo and SEC receive fees equal to twice the
fee payable to members of these committees.
(5) The fees indicated above are exclusive of VAT. Where applicable, VAT will be levied by the non-executive directors and such fees plus
VAT will be paid to the non-executive directors concerned (subject to the issue of a valid tax invoice reflecting fees plus VAT).
Motivation
The motivation for the amendment is that the Absa Group Board reconsidered the original
special resolution number 1 proposing an across-the-board 4.5% increase in non-executive
remuneration, in view of the prevailing situation as a result of the COVID-19 pandemic and,
accordingly, resolved that no increase in non-executive remuneration is the appropriate and
responsible recommendation.


This   amended      Notice   of   AGM    is   available   on   the   Absa    Group   website   (at
https://www.absa.africa/absaafrica/investor-relations/financial-results/).


Johannesburg
21 May 2020


Enquiries:
Nadine Drutman (Group Company Secretary)
Nadine.Drutman@absa.africa
Tel: 011 350 5347


Independent lead sponsor to Absa Group:
J.P. Morgan Equities South Africa Proprietary Limited


Joint sponsor to Absa Group:
Absa Bank Limited – Corporate and Investment Bank

Date: 21-05-2020 01:10:00
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