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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
A2X share code: NED
ISIN: ZAE000004875
JSE alpha code: NEDI
("Nedbank Group" or "the Group" or the "company")
RESULTS OF ANNUAL GENERAL MEETING
Shareholders are advised that the voting results for the annual general meeting ("AGM") of Nedbank Group, held as a
hybrid meeting on Friday, 31 May 2024 were as follows:
Resolution Number of Percentage For** Against** Abstained
ordinary shares of ordinary % % ***
voted shares in %
issue*
%
Ordinary Resolution 1.1: Election
of Mr J Quinn 372 593 894 76.33% 100.00% 0.00% 0.41%
Ordinary Resolution 1.2: Election
of Dr TM Nombembe, who was
appointed as a director of the
company after the last AGM of
shareholders 372 591 182 76.33% 99.99% 0.01% 0.41%
Ordinary Resolution 2.1: Re-
election of Mr BA Dames, who is
retiring by rotation, as a director 372 483 610 76.31% 96.50% 3.50% 0.42%
Ordinary Resolution 2.2: Re-
election of Mrs NP Dongwana,
who is retiring by rotation, as a
director 372 518 612 76.32% 99.99% 0.01% 0.42%
Ordinary Resolution 2.3: Re-
election of Mr MC Nkuhlu, who is
retiring by rotation, as a director 372 562 247 76.33% 99.99% 0.01% 0.41%
Ordinary Resolution 3.1:
Reappointment of Ernst & Young
as external auditor 374 456 403 76.72% 99.71% 0.29% 0.03%
Ordinary Resolution 3.2:
Appointment of KPMG Inc as
external auditor 374 431 033 76.71% 99.88% 0.12% 0.03%
Ordinary Resolution 4.1: Election
of Mr S Subramoney as a member
of the Nedbank Group Audit
Committee 373 487 997 76.52% 98.97% 1.03% 0.22%
Ordinary Resolution 4.2: Election
of Mr HR Brody as a member of
the Nedbank Group Audit
Committee 373 488 028 76.52% 97.97% 2.03% 0.22%
Ordinary Resolution 4.3: Election
of Mrs NP Dongwana as a
member of the Nedbank Group
Audit Committee 373 488 017 76.52% 99.99% 0.01% 0.22%
Ordinary Resolution 4.4: Election
of Mr EM Kruger as a member of
the Nedbank Group Audit
Committee 373 475 354 76.52% 99.19% 0.81% 0.23%
Ordinary Resolution 4.5: Election
of Ms P Langeni as a member of
the Nedbank Group Audit
Committee 373 471 190 76.51% 89.96% 10.04% 0.29%
Ordinary Resolution 4.6: Election
of Dr TM Nombembe as a
member of the Nedbank Group
Audit Committee 373 504 090 76.52% 99.98% 0.02% 0.22%
Ordinary Resolution 5: Placing the
authorised but unissued ordinary
shares under the control of the
directors 374 430 272 76.71% 97.64% 2.36% 0.02%
Ordinary Resolution 6: Placing the
authorised but unissued
cumulative redeemable, non-
participating, preference shares
under the control of the directors 374 290 612 76.68% 97.05% 2.95% 0.05%
Advisory Endorsement 7.1:
Advisory endorsement on a non-
binding basis of the Nedbank
Group Remuneration Policy 372 544 867 76.32% 90.61% 9.39% 0.42%
Advisory Endorsement 7.2:
Advisory endorsement on a non-
binding basis of the Nedbank
Group Remuneration
Implementation Report 372 054 462 76.22% 92.78% 7.22% 0.51%
Special Resolution 1.1:
Remuneration of the non-
executive directors: Group
Chairperson (all-inclusive fee) 373 436 281 76.51% 99.67% 0.33% 0.23%
Special Resolution 1.2:
Remuneration of the non-
executive directors: Lead
Independent Director (additional
40%) 373 421 787 76.50% 99.30% 0.70% 0.24%
Special Resolution 1.3:
Remuneration of the non-
executive directors: Nedbank
Group board member 373 431 849 76.51% 99.32% 0.68% 0.23%
Special Resolution 1.4: Committee
members' fees: Nedbank Group
Audit Committee 373 428 282 76.51% 99.96% 0.04% 0.24%
Special Resolution 1.5: Committee
members' fees: Nedbank Group
Credit Committee 373 428 839 76.51% 99.96% 0.04% 0.24%
Special Resolution 1.6: Committee
members' fees: Nedbank Group
Directors' Affairs Committee 373 428 400 76.51% 99.96% 0.04% 0.24%
Special Resolution 1.7: Committee
members' fees: Nedbank Group 373 417 618 76.50% 99.70% 0.30% 0.24%
Information Technology
Committee
Special Resolution 1.8: Committee
members' fees: Nedbank Group
Remuneration Committee 373 416 614 76.50% 99.71% 0.29% 0.24%
Special Resolution 1.9: Committee
members' fees: Nedbank Group
Risk and Capital Management
Committee 373 423 132 76.50% 99.96% 0.04% 0.24%
Special Resolution 1.10:
Committee members' fees:
Nedbank Group Transformation,
Social and Ethics Committee 373 425 138 76.50% 99.71% 0.29% 0.24%
Special Resolution 1.11:
Committee members' fees:
Nedbank Group Sustainability and
Climate Resilience Committee 373 319 735 76.48% 99.96% 0.04% 0.24%
Special Resolution 1.12:
Committee members' fees: Ad hoc
meeting fee 373 416 183 76.50% 98.60% 1.40% 0.24%
Special Resolution 2.1:
Remuneration of non-executive
director appointed as Acting
Group Chairperson 373 425 255 76.50% 98.88% 1.12% 0.24%
Special Resolution 2.2:
Remuneration of non-executive
director appointed as Acting Lead
Independent Director 373 425 276 76.50% 99.96% 0.04% 0.24%
Special Resolution 2.3:
Remuneration of non-executive
director appointed as Acting Board
Committee Chairperson 373 428 989 76.51% 99.96% 0.04% 0.24%
Special Resolution 3: General
authority to repurchase ordinary
shares 373 515 810 76.52% 99.96% 0.04% 0.22%
Special Resolution 4: General
authority to provide financial
assistance to related and
interrelated companies 374 473 333 76.72% 99.31% 0.69% 0.02%
Special Resolution 5.1: Increase
in authorised A preference shares 374 357 227 76.70% 98.38% 1.62% 0.04%
Special Resolution 5.2: Reduction
of par value of the A preference
shares 374 965 556 76.82% 99.79% 0.21% 0.03%
Special Resolution 6: Amendments
to the MOI and terms of the A non-
redeemable, non-cumulative,
nonparticipating,
perpetual preference shares 374 968 005 76.82% 99.19% 0.81% 0.03%
Ordinary Resolution 7: Placing the
authorised but unissued A non-
redeemable, non-cumulative, non-
participating, perpetual preference 373 936 025 76.61% 97.48% 2.52% 0.72%
shares under the control of the
directors
* Based on 488 105 724 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.
Johannesburg
31 May 2024
Sponsors
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
Date: 31-05-2024 03:00:00
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