Sharenet Sites 
Sharenet Sites
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
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
