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 Thursday, 10 May 2018 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     442 858 197         88.53     99.95        0.05             0.01
 director of Mr HR Brody, who has been
 appointed as a director since the
 previous general meeting of
 shareholders
 Ordinary Resolution 1.2 : Election as a     442 857 696        88.53      99.51        0.49             0.01
 director of Ms NP Dongwana, who has
 been appointed as a director since the
 previous general meeting of
 shareholders
 Ordinary Resolution 1.3 : Election as a     442 857 115        88.53      99.99        0.01             0.01
 director of Ms L Manzini, who has been
 appointed as a director since the
 previous general meeting of
 shareholders
 Ordinary Resolution 2.1 : Reelection as     442 857 684        88.53      96.86        3.14             0.01
 a director of Mr PM Makwana, who is
 retiring by rotation
 Ordinary Resolution 2.2 : Reelection as     442 857 588        88.53      99.71        0.29             0.01
 a director of Mrs RK Morathi, who is
 retiring by rotation
 Ordinary Resolution 2.3 : Reelection as     442 840 395        88.53      99.74        0.26             0.02
 a director of Mr MC Nkuhlu, who is
 retiring by rotation
 Ordinary Resolution 3.1 :                   413 015 413        82.56      99.11        0.89             5.98
 Reappointment of Deloitte & Touche as
 external auditors
 Ordinary Resolution 3.2:                    412 112 255        82.38      98.49        1.51             6.16
 Reappointment of KPMG as external
 auditors
 Ordinary Resolution 4 : Placing the         442 464 064        88.45      91.59        8.41             0.09
 authorised but unissued ordinary shares
 under the control of the directors
 Advisory Endorsement 5.1 : On a non-        442 851 512        88.53      99.53        0.47             0.02
 binding basis of the Nedbank Group
 Remuneration Policy
 Advisory Endorsement 5.2 : On a non-        442 669 594        88.49      99.36        0.64             0.05
 binding basis of the Nedbank Group
 Remuneration Implementation Report
 Special Resolution 1.1 : Remuneration       442 851 580        88.53      99.45        0.55             0.02
 of the non-executive directors: Non-
 executive Chairman
 Special Resolution 1.2 : Remuneration       442 843 592        88.53      99.88        0.12             0.02
 of the non-executive directors: Lead
 Independent Director (additional 40%)
 Special Resolution 1.3 : Remuneration       442 842 918        88.53      99.88        0.12             0.02
 of the non-executive directors:
 Nedbank Group boardmember
 Special Resolution 1.4 : Committee fees:    442 852 700        88.53      99.88        0.12             0.02
 Nedbank Group Audit Committee
 Special Resolution 1.5 : Committee fees:    442 852 700        88.53      99.88        0.12             0.02
 Nedbank Group Credit Committee
 Special Resolution 1.6 : Committee fees:    442 852 682        88.53      99.88        0.12             0.02
 Nedbank Group Directors’ Affairs
 Committee
 Special Resolution 1.7 : Committee fees:    442 852 703        88.53      99.88        0.12             0.02
 Nedbank Group Information Technology
 Committee
 Special Resolution 1.8 : Committee fees:    442 852 690        88.53      99.88        0.12             0.02
 Nedbank Group Related-party
 Transactions Committee
 Special Resolution 1.9 : Committee fees:    442 852 625        88.53      99.88        0.12             0.02
 Nedbank Group Remuneration
 Committee
 Special Resolution 1.10 : Committee         442 850 152        88.53      99.80        0.20             0.02
 fees: Nedbank Group Risk and Capital
 Management Committee
 Special Resolution 1.11 : Committee         442 852 703        88.53      99.88        0.12             0.02
 fees: Nedbank Group Transformation,
 Social and Ethics Committee
 Special Resolution 2 : General authority    442 489 272        88.46      98.58        1.42             0.09
 to repurchase ordinary shares
 Special Resolution 3 : General authority    442 859 443        88.53      99.99        0.01             0.01
 to provide financial assistance to
 related and interrelated companies
 Special Resolution 4 : Replacement of       442 752 288        88.51      99.65        0.35             0.04
 the rules for the Nedbank Group (2005)
 Share option, Matched-share and
 Restricted-share Scheme

*       Based on 500 239 303 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 2018

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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