NEDBANK GROUP LIMITED - Finalisation announcement unbundling by Old Mutual Limited of a portion of its shareholding in Nedbank Group

Finalisation announcement – unbundling by Old Mutual Limited of a portion of its shareholding in Nedbank Group

Nedbank Group Limited                                   Nedbank Limited
(Incorporated in the Republic of South Africa)          (Incorporated in the Republic of South Africa)
Registration number: 1966/010630/06                     Registration No. 1951/000009/06
JSE share code: NED                                     JSE share code: NBKP
NSX share code: NBK                                     ISIN: ZAE000043667
ISIN: ZAE000004875                                      JSE alpha code: BINBK
JSE alpha code: NEDI
(‘Nedbank Group’ or ‘the group’)

FINALISATION ANNOUNCEMENT – UNBUNDLING BY OLD MUTUAL LIMITED OF A PORTION OF
ITS SHAREHOLDING IN NEDBANK GROUP

Nedbank Group shareholders are referred to the announcement released by Old Mutual Limited (‘Old
Mutual’) on Tuesday, 26 October 2021 titled: ‘Finalisation announcement: Unbundling by Old Mutual of
a portion of its shareholding in Nedbank Group Limited’ (‘Old Mutual Finalisation Announcement’).

In the announcement, Old Mutual referred its shareholders to the announcement published by Old
Mutual on Wednesday, 23 June 2021 regarding the unbundling of all of the Nedbank Group shares
(‘Nedbank Shares’) held by Old Mutual Emerging Markets Proprietary Limited (being 62 131 692
Nedbank Group shares and comprising 12.2% of the issued ordinary share capital of Nedbank Group
as at 25 October 2021) to Old Mutual shareholders (‘Old Mutual Unbundling’) by way of a distribution in
specie in terms of section 46(1)(a)(ii) of the Companies Act, No. 71 of 2008. In the Old Mutual
Finalisation Announcement, Old Mutual confirmed that all the regulatory approvals required to
implement the Old Mutual Unbundling have been obtained and that the Old Mutual Unbundling will be
implemented in accordance with the timetable set out in the Old Mutual Finalisation Announcement. The
Old Mutual announcements can be found at https://www.oldmutual.com/investor-relations/news/stock-
exchange-announcements.

The Old Mutual Unbundling does not impact Nedbank Group’s strategy, day-to-day management or
operations, its staff or clients and Nedbank Group remains an independent entity. Any existing
commercial relationships with Old Mutual will continue to be underpinned by arms-length commercial
agreements. The Old Mutual Unbundling will result in a number of benefits to Nedbank Group and its
stakeholders and shareholders, which include, amongst others an increased free-float of Nedbank
Group shares, with the effect of increased liquidity along with a more favourable position in relevant
indices. Post the Old Mutual Unbundling, Old Mutual will retain 36 781 960 Nedbank Group shares,
comprising c.7.2% of the current issued ordinary share capital of Nedbank Group (which will be held in
its shareholder funds).

Nedbank Group’s performance in the first half of 2021 reflects a strong financial recovery off a low base,
and key resilience metrics have strengthened to above pre-crisis levels. In the group’s interim results to
30 June 2021, it was noted that the guidance on financial performance for the full year 2021 is to grow
HEPS and basic EPS by more than 20% and that a further trading statement will be issued to provide
more specific guidance when there is reasonable certainty about the extent of the increases and the
relevant HEPS and basic EPS ranges. In addition, the group’s medium-term targets are supportive of
value creation for shareholders, and they remain unchanged, as the group aims to exceed its 2019
diluted HEPS level of 2 565 cents, achieve an ROE of greater than the 2019 ROE level of 15%, reduce
its cost-to-income ratio to below 54% and rank number one on NPS (client satisfaction) among SA banks
(currently number 2) by end 2023.

The group will host its pre-close investor call on or around 6 December 2021 (details will be made
available on the group’s website at https://www.nedbankgroup.co.za during November 2021).

Sandton
26 October 2021

Corporate Advisor to Nedbank Group:
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Sponsors to Nedbank Group in South Africa:
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Merrill Lynch South Africa (Pty) Limited

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

Sponsors to Nedbank Limited in South Africa:
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Investec Bank Limited

Date: 26-10-2021 10:05:00
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