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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 referred to the announcements released on SENS on 29 April 2025 and 9 May 2025 relating to the
passing of Errol Kruger, which necessitated the withdrawal of ordinary resolution number 5.3.
Shareholders are advised that the voting results for the annual general meeting ("AGM") of Nedbank Group, held as a
hybrid meeting on Friday, 30 May 2025 were as follows:
Resolution Number of Percentage For** Against** Abstained***
ordinary shares of ordinary % % %
voted shares in
issue*
%
Ordinary Resolution 1.1: Election
of Dr MA Hermanus 370 947 084 76.04% 99.99% 0.01% 0.54%
Ordinary Resolution 2.1: Re-
election of Mr HR Brody, who is
retiring by rotation, as a director 371 035 701 76.06% 97.26% 2.74% 0.52%
Ordinary Resolution 2.2: Re-
election of Ms P Langeni, who is
retiring by rotation, as a director 371 037 103 76.06% 87.49% 12.51% 0.52%
Ordinary Resolution 2.3: Re-
election of Mr RAG Leith, who is
retiring by rotation, as a director 371 032 024 76.06% 99.07% 0.93% 0.52%
Ordinary Resolution 2.4: Re-
election of Mr S Subramoney, who
is retiring by rotation, as a director 371 956 914 76.25% 98.07% 1.93% 0.33%
Ordinary Resolution 3.1:
Reappointment of Ernst & Young
as external auditor 373 527 630 76.57% 100.00% 0.00% 0.01%
Ordinary Resolution 3.2:
Appointment of KPMG Inc as
external auditor 373 445 343 76.55% 99.89% 0.11% 0.03%
Ordinary Resolution 4.1: Election
of Ms L Makalima as a member of
the Nedbank Group
Transformation, Social and Ethics
Committee 371 968 074 76.25% 99.35% 0.65% 0.33%
Ordinary Resolution 4.2: Election
of Dr MA Hermanus as a member
of the Nedbank Group
Transformation, Social and Ethics
Committee 371 878 908 76.23% 100.00% 0.00% 0.35%
Ordinary Resolution 4.3: Election
of Mr JP Quinn as a member of
the Nedbank Group 371 955 545 76.25% 99.09% 0.91% 0.33%
Transformation, Social and Ethics
Committee
Ordinary Resolution 4.4: Election
of Mr S Subramoney as a member
of the Nedbank Group
Transformation, Social and Ethics
Committee 371 973 064 76.25% 97.34% 2.66% 0.33%
Ordinary Resolution 5.1: Election
of Mrs NP Dongwana as a
member of the Nedbank Group
Audit Committee 371 971 854 76.25% 99.34% 0.66% 0.33%
Ordinary Resolution 5.2: Election
of Mr HR Brody as a member of
the Nedbank Group Audit
Committee 371 960 837 76.25% 98.03% 1.97% 0.33%
Ordinary Resolution 5.3: Election
of Mr EM Kruger as a member of
the Nedbank Group Audit
Committee Withdrawn -% -% -% -%
Ordinary Resolution 5.4: Election
of Ms P Langeni as a member of
the Nedbank Group Audit
Committee 371 918 921 76.24% 88.20% 11.80% 0.34%
Ordinary Resolution 5.5: Election
of Dr TM Nombembe as a
member of the Nedbank Group
Audit Committee 371 970 464 76.25% 98.48% 1.52% 0.33%
Ordinary Resolution 6: Placing the
authorised but unissued ordinary
shares under the control of the
directors 373 502 398 76.57% 97.59% 2.41% 0.02%
Ordinary Resolution 7: Placing the
authorised but unissued A non-
redeemable non-cumulative non-
participating perpetual preference
shares under the control of the
directors 373 335 019 76.53% 96.50% 3.50% 0.05%
Ordinary Resolution 8: Placing the
authorised but unissued
cumulative redeemable non-
participating preference shares
under the control of the directors 373 332 893 76.53% 97.83% 2.17% 0.05%
Advisory Endorsement 9.1:
Advisory endorsement on a non-
binding basis of the Nedbank
Group Remuneration Policy 372 552 328 76.37% 94.95% 5.05% 0.21%
Advisory Endorsement 9.2:
Advisory endorsement on a non-
binding basis of the Nedbank
Group Remuneration
Implementation Report 371 930 713 76.24% 96.67% 3.33% 0.34%
Special Resolution 1.1:
Remuneration of the non-
executive directors: Group
Chairperson (all-inclusive fee) 373 353 931 76.54% 99.18% 0.82% 0.05%
Special Resolution 1.2:
Remuneration of the non-
executive directors: Lead
Independent Director (additional
40%) 373 420 397 76.55% 99.62% 0.38% 0.03%
Special Resolution 1.3:
Remuneration of the non-
executive directors: Nedbank
Group board member 373 370 110 76.54% 99.67% 0.33% 0.04%
Special Resolution 1.4: Committee
members' fees: Nedbank Group
Audit Committee 373 441 790 76.55% 99.94% 0.06% 0.03%
Special Resolution 1.5: Committee
members' fees: Nedbank Group
Credit Committee 373 438 719 76.55% 99.94% 0.06% 0.03%
Special Resolution 1.6: Committee
members' fees: Nedbank Group
Directors' Affairs Committee 373 438 575 76.55% 99.94% 0.06% 0.03%
Special Resolution 1.7: Committee
members' fees: Nedbank Group
Information Technology
Committee 373 438 726 76.55% 99.94% 0.06% 0.03%
Special Resolution 1.8: Committee
members' fees: Nedbank Group
Remuneration Committee 373 438 726 76.55% 99.94% 0.06% 0.03%
Special Resolution 1.9: Committee
members' fees: Nedbank Group
Risk and Capital Management
Committee 373 438 719 76.55% 99.94% 0.06% 0.03%
Special Resolution 1.10:
Committee members' fees:
Nedbank Group Transformation,
Social and Ethics Committee 373 438 719 76.55% 99.94% 0.06% 0.03%
Special Resolution 1.11:
Committee members' fees:
Nedbank Group Sustainability and
Climate Resilience Committee 373 438 719 76.55% 99.94% 0.06% 0.03%
Special Resolution 1.12:
Committee members' fees: Ad hoc
meeting fee 373 382 972 76.54% 99.60% 0.40% 0.04%
Special Resolution 2.1:
Remuneration of non-executive
director appointed as Acting
Group Chairperson 373 438 935 76.55% 99.25% 0.75% 0.03%
Special Resolution 2.2:
Remuneration of non-executive
director appointed as Acting Lead
Independent Director 373 438 962 76.55% 99.94% 0.06% 0.03%
Special Resolution 2.3:
Remuneration of non-executive
director appointed as Acting Board
Committee Chairperson 373 414 031 76.55% 99.93% 0.07% 0.03%
Special Resolution 3: General
authority to repurchase ordinary
shares 372 492 716 76.36% 99.96% 0.04% 0.22%
Special Resolution 4: General
authority to provide financial
assistance to related and
interrelated companies 373 426 411 76.55% 99.10% 0.90% 0.03%
* Based on 487 813 795 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
30 May 2025
Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Sponsor to Nedbank Group in Namibia
Old Mutual Investment Services (Namibia) (Pty) Ltd
Date: 30-05-2025 04:00:00
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