NEDBANK GROUP LIMITED - Conclusion of a relationship agreement between Nedbank and Old Mutual and proposed changes to the Nedbank Boards

Conclusion of a relationship agreement between Nedbank and Old Mutual and proposed changes to the Nedbank Boards

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’)

Conclusion of a relationship agreement between Nedbank Group and Old Mutual Limited and
proposed changes to the Nedbank Group and Nedbank Limited boards of directors

Nedbank Group shareholders are referred to the announcements published by Nedbank Group on
11 March 2016, 28 June 2016 and 1 November 2017 relating to Old Mutual plc’s managed separation
strategy, which entails, among other things, the creation of a new South African holding company, Old
Mutual Limited (‘OML’). OML will retain a minority shareholding of 19,9% (‘Strategic Minority
Shareholding’) in Nedbank Group’s ordinary shares, held through its shareholder funds, after the
implementation of the Old Mutual plc managed separation (‘Managed Separation’).

For full details of the Managed Separation, Nedbank Group shareholders are referred to the
announcement published by Old Mutual plc on 20 April 2018.

According to the Old Mutual plc announcement, there are three steps to the finalisation of the
Managed Separation, the third of which is the proposed reduction of OML’s shareholding in Nedbank
Group to the Strategic Minority Shareholding through a distribution of Nedbank Group shares to OML
shareholders on the OML share register at that time (‘Nedbank Unbundling’).

As a consequence of the Managed Separation, and in particular the Nedbank Unbundling, Nedbank
Group and OML have entered into a relationship agreement (‘Relationship Agreement’) to govern
the terms of their relationship upon completion of the Nedbank Unbundling and to replace the historic
relationship agreement between Old Mutual plc and Nedbank Group. A copy of the Relationship
Agreement is available for inspection on Nedbank Group’s website at www.nedbankgroup.co.za and
at Nedbank’s headoffice at 135 Rivonia Road, Sandown, 2196, South Africa.

The Relationship Agreement deals with, among other things, (i) the commercial basis of the
relationship, (ii) governance processes and, in particular, OML’s right to nominate one boardmember
to serve on the Nedbank Group and Nedbank Limited boards (‘OML’s Nomination Right’), and (iii)
the protocols governing any review by OML of the level of its Strategic Minority Shareholding. With
specific reference to (ii) above, and to give effect to OML’s Nomination Right, OML and/or Old Mutual
plc will ensure that two of its three nominated non-executive directors serving on the Nedbank Group
and Nedbank Limited boards will resign on or before the date of the Nedbank Unbundling.

It is anticipated that the Nedbank Unbundling will take place approximately six months after the OML
listing. The exact number and value of Nedbank Group shares that each OML shareholder will receive
pursuant to the Nedbank Unbundling will be determined by a number of factors at the time of the
Nedbank Unbundling. Assuming that the expected number of OML shares to be issued immediately
after the OML listing and the current Nedbank Group shares in issue remain constant until the time of
the Nedbank Unbundling, it is expected that OML shareholders will receive approximately three
ordinary shares in Nedbank Group for every 100 OML shares held.

Nedbank Group shareholders will be kept appropriately informed of further developments regarding
the Managed Separation.

Sandton
20 April 2018
                                                                                                        
Financial advisors to Nedbank Group:
Nedbank CIB
Deutsche Bank

Sponsors to Nedbank Group in South Africa:
Merrill Lynch South Africa (Pty) Limited
Nedbank CIB

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

Legal advisors to Nedbank Group:
ENSafrica




                                                    

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