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 Friday, 10 May 2019 were as follows:

 Resolution                                    Number of    Percentage      For**   Against**    Abstained***
                                                ordinary   of ordinary         %           %               %
                                            shares voted     shares in
                                                                issue*
                                                                     %
 Ordinary Resolution 1.1 : Election as a     395 329 808         79.53     98.45        1.55             0.40
 director of Mr MP Moyo, who has been
 appointed as a director since the
 previous annual general meeting of
 shareholders
 Ordinary Resolution 1.2 : Election as a     395 329 808        79.53      97.73        2.27             0.40
 director of Mr RAG Leith, who has been
 appointed as a director since the
 previous annual general meeting of
 shareholders
 Ordinary Resolution 2.1 : Reelection as     395 329 808        79.53      99.01        0.99             0.40
 a director of Mr MWT Brown, who is
 retiring by rotation
 Ordinary Resolution 2.2 : Reelection as     395 329 808        79.53     100.00           0             0.41
 a director of Mr BA Dames, who is
 retiring by rotation
 Ordinary Resolution 2.3 : Reelection as     395 329 808        79.53      99.90        0.10             0.40
 a director of Mr V Naidoo, who is
 retiring by rotation
 Ordinary Resolution 2.4 : Reelection as     395 329 808        79.53      99.93        0.07             0.40
 a director of Mr S Subramoney, who is
 retiring by rotation
 Ordinary Resolution 3.1 :                   395 267 723        79.52      84.41       15.59             0.11
 Reappointment of Deloitte & Touche as
 external auditors
 Ordinary Resolution 3.2: Appointment        395 329 808        79.53      99.94        0.06             0.12
 of Ernst & Young as external auditors
 Ordinary Resolution 4 : Placing the         395 329 808        79.53      93.37        6.63             0.11
 authorised but unissued ordinary shares
 under the control of the directors
 Advisory Endorsement 5.1 : On a non-        395 329 808        79.53      98.45        1.55             0.11
 binding basis of the Nedbank Group
 Remuneration Policy
 Advisory Endorsement 5.2 : On a non-        395 329 738        79.53      99.07        0.93             0.31
 binding basis of the Nedbank Group
 Remuneration Implementation Report
 Special Resolution 1.1 : Remuneration       395 329 808        79.53      97.79        2.21             0.40
 of the non-executive directors: Non-
 executive Chairman
 Special Resolution 1.2 : Remuneration       395 329 808        79.53        99.25        0.75           0.40
 of the non-executive directors: Lead
 Independent Director (additional 40%)
 Special Resolution 1.3 : Remuneration       395 327 547        79.53        99.25        0.75           0.40
 of the non-executive directors:
 Nedbank Group boardmember
 Special Resolution 1.4 : Committee fees:    395 329 808        79.53        99.25        0.75           0.40
 Nedbank Group Audit Committee
 Special Resolution 1.5 : Committee fees:    395 329 808        79.53        99.25        0.75           0.40
 Nedbank Group Credit Committee
 Special Resolution 1.6 : Committee fees:    395 329 808        79.53        99.25        0.75           0.40
 Nedbank Group Directors’ Affairs
 Committee
 Special Resolution 1.7 : Committee fees:    395 329 808        79.53        99.25        0.75           0.40
 Nedbank Group Information Technology
 Committee
 Special Resolution 1.8 : Committee fees:    395 329 808        79.53        99.25        0.75           0.40
 Nedbank Group Related-party
 Transactions Committee
 Special Resolution 1.9 : Committee fees:    395 329 808        79.53        99.25        0.75           0.40
 Nedbank Group Remuneration
 Committee
 Special Resolution 1.10 : Committee         395 329 808        79.53        99.25        0.75           0.40
 fees: Nedbank Group Risk and Capital
 Management Committee
 Special Resolution 1.11 : Committee         395 329 808        79.53        99.25        0.75           0.40
 fees: Nedbank Group Transformation,
 Social and Ethics Committee
 Special Resolution 2 : General authority    395 329 808        79.53        99.83        0.17           0.11
 to repurchase ordinary shares
 Special Resolution 3 : General authority    395 329 808        79.53        99.54        0.46           0.11
 to provide financial assistance to
 related and interrelated companies

*       Based on 497 053 536 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
10 May 2019

Sponsors
Nedbank CIB
Merrill Lynch South Africa (Pty) Limited

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

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