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 on Friday, 22 May 2020 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 400 015 231 79.68 99.93 0.07 0.11 director of Prof T Marwala, who was appointed as a director since the previous annual general meeting of shareholders Ordinary Resolution 2.1: Reelection as a 400 016 285 79.68 99.86 0.14 0.11 director of Mr HR Brody, who is retiring by rotation Ordinary Resolution 2.2: Reelection as a 400 016 285 79.68 99.62 0.38 0.11 director of Mr EM Kruger, who is retiring by rotation Ordinary Resolution 2.3: Reelection as a 400 015 716 79.68 99.98 0.02 0.11 director of Ms L Makalima, who is retiring by rotation Ordinary Resolution 2.4: Reelection as a 400 015 716 79.68 99.89 0.11 0.11 director of Mr PM Makwana, who is retiring by rotation Ordinary Resolution 2.5: Reelection as a 400 015 192 79.68 99.99 0.01 0.11 director of Dr MA Matooane, who is retiring by rotation Ordinary Resolution 3.1: 400 017 261 79.68 81.17 18.83 0.11 Reappointment of Deloitte & Touche as external auditor Ordinary Resolution 3.2: 400 020 756 79.68 99.80 0.20 0.11 Reappointment of Ernst & Young as external auditor Ordinary Resolution 4.1: Election as a 400 017 231 79.68 100.00 0.00 0.11 member of the Nedbank Group Audit Committee of Mr S Subramoney Ordinary Resolution 4.2: Election as a 400 016 176 79.68 99.92 0.08 0.11 member of the Nedbank Group Audit Committee of Mr HR Brody Ordinary Resolution 4.3: Election as a 400 014 941 79.68 99.60 0.40 0.11 member of the Nedbank Group Audit Committee of Ms NP Dongwana Ordinary Resolution 4.4: Election as a 400 015 465 79.68 100.00 0.00 0.11 member of the Nedbank Group Audit Committee of Mr EM Kruger Ordinary Resolution 5: Placing the 396 952 615 79.07 95.39 4.61 0.72 authorised but unissued ordinary shares under the control of the directors Ordinary Resolution 6.1: To adopt and 399 830 669 79.64 100.00 0.00 0.15 publicly disclose an energy policy Ordinary Resolution 6.2: To report on 399 830 574 79.64 100.00 0.00 0.15 the company’s approach to measuring, disclosing and assessing its exposure to climate-related risks Advisory Endorsement 7.1: Advisory 400 001 584 79.67 97.74 2.26 0.12 endorsement on a non-binding basis of the Nedbank Group Remuneration Policy Advisory Endorsement 7.2: Advisory 399 262 666 79.53 98.40 1.60 0.26 endorsement on a non-binding basis of the Nedbank Group Remuneration Implementation Report Special Resolution 1.1: Remuneration of 400 002 979 79.67 99.42 0.58 0.12 the non-executive directors: Non- executive Chairman Special Resolution 1.2: Remuneration of 400 004 806 79.67 98.15 1.85 0.12 the non-executive directors: Lead Independent Director Special Resolution 1.3: Remuneration of 400 001 179 79.67 99.73 0.27 0.12 the non-executive directors: Nedbank Group board member Special Resolution 1.4: Committee 400 006 019 79.67 99.89 0.11 0.11 members’ fees: Nedbank Group Audit Committee Special Resolution 1.5: Committee 400 006 019 79.67 99.89 0.11 0.11 members’ fees: Nedbank Group Credit Committee Special Resolution 1.6: Committee 400 006 014 79.67 99.94 0.06 0.11 members’ fees: Nedbank Group Directors’ Affairs Committee Special Resolution 1.7: Committee 400 006 019 79.67 99.98 0.02 0.11 members’ fees: Nedbank Group Information Technology Committee Special Resolution 1.8: Committee 400 006 019 79.67 99.94 0.06 0.11 members’ fees: Nedbank Group Related-party Transactions Committee Special Resolution 1.9: Committee 400 006 019 79.67 99.89 0.11 0.11 members’ fees: Nedbank Group Remuneration Committee Special Resolution 1.10: Committee 400 006 019 79.67 99.89 0.11 0.11 members’ fees: Nedbank Group Risk and Capital Management Committee Special Resolution 1.11: Committee 400 005 569 79.67 99.94 0.06 0.11 members’ fees: Nedbank Group Transformation, Social and Ethics Committee Special Resolution 2: General authority 400 000 004 79.67 99.97 0.03 0.12 to repurchase ordinary shares Special Resolution 3: General authority 400 016 681 79.68 74.02 25.98 0.11 to issue authorised but unissued ordinary shares for cash Special Resolution 4: General authority 399 875 558 79.65 99.77 0.23 0.14 to provide financial assistance to related and interrelated companies * Based on 502 054 496 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 or represented by proxy at the AGM with the exception of special resolution 3 (general authority to issue shares for cash) which received less than the 75% votes required to pass. Johannesburg 22 May 2020 Sponsors Nedbank CIB Merrill Lynch South Africa (Pty) Limited Sponsor to Nedbank Group in Namibia: Old Mutual Investment Services (Namibia) (Pty) Ltd Date: 22-05-2020 03:16:00 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. 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