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Results of Offer to Shareholders of NCBA Group Plc (NCBA)
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)
RESULTS OF OFFER TO SHAREHOLDERS OF NCBA GROUP PLC (NCBA)
1. Introduction
1.1. Shareholders and noteholders of Nedbank Group are referred to the announcements released on SENS
regarding Nedbank Group's offer to acquire c. 66% of the issued ordinary shares of NCBA from NCBA
Shareholders on a pro rata basis (the Offer or the Transaction), the last of which was dated 4 May 2026 and
which related to inter alia, the circulation of the Offer Document and the NCBA Shareholders' Circular including
key dates and timelines of the Offer (Announcements).
1.2. Capitalised terms used herein that are not otherwise defined bear the meanings ascribed to them in the
Announcements.
2. Indicative Results of the Offer
2.1. Each NCBA Shareholder was entitled to tender 66% of its beneficial holding, with the opportunity to make
excess application in respect of up to 100% of its NCBA Shares (Excess Applications), subject to
scaling/allocation mechanics to be exercised by Nedbank Group.
2.2. The Offer closed at 17h00 (EAT) on Friday, 10 July 2026 (Closing Date), and was accepted by NCBA
Shareholders holding 1 316 357 895 NCBA Shares, representing 79.90% of the NCBA Shares in issue
(Indicative Acceptances), the details of which are outlined below.
% of NCBA Shares in
Number of NCBA Shares Issue
Total acceptances received (pro rata
entitlement) 920 652 658 55.88%
Total Excess Applications received 395 705 237 24.02%
Total acceptances received 1 316 357 895 79.90%
2.3. Based on the Indicative Acceptances, Nedbank Group has achieved its targeted 66% shareholding in NCBA,
and this will result in:
2.3.1. the issue of c. 43 626 646 new Nedbank Group Ordinary Shares to NCBA Shareholders who have
accepted the Offer and are entitled to receive the Nedbank Group Shares; and
2.3.2. a cash payment of c. KES 23 237 797 720 for the aggregate Cash Portion, amounting to
c. ZAR 2 964 004 811 at the spot KES/ZAR exchange rate of 7.84 as at 20 July 2026.
2.4. The final results of the Offer will be announced by no later than the 10th trading day after Settlement Date.
2.5. Post implementation of the Transaction, NCBA will continue to be listed on the Nairobi Securities Exchange.
3. Regulatory Approvals
3.1. Regulatory approvals required for the Offer have been obtained from the Prudential Authority and Financial
Surveillance Department of the South African Reserve Bank and other regulators outside of South Africa,
including the Capital Markets Authority of Kenya, the National Bank of Rwanda, Bank of Tanzania, COMESA
Competition and Consumer Commission, the East African Community Competition Authority, the Tanzania
Fair Competition Commission and Ecowas Regional Competition Authority.
3.2. The outstanding regulatory approvals are progressing in accordance with their timelines and are expected to
be received towards the end of the third quarter of 2026.
3.3. The Offer remains subject to the fulfilment (or waiver, at the discretion of Nedbank Group or NCBA to the extent
permissible by law) of certain Conditions specified in the Offer Document.
4. Timetable of Remaining Key Events
4.1. The remaining key events of the Offer are set out below.
Event Date
Settlement Date (and confirmation that the Offer has Date of announcement by Nedbank Group that all
become unconditional) Conditions to which the Offer is subject have been
fulfilled or waived, subject to the Long Stop Date
Commencement of suspension of trading in NCBA Settlement Date
Shares on the NSE
Receipt of NCBA register on Settlement Date From the 3rd trading day after the Settlement Date
Reconciliation of NCBA register on Closing Date From the 4th – 8th trading day after the Settlement
versus Settlement Date Date
Resumption of trading in NCBA Shares on the NSE From the 10th trading day after the Settlement Date
Commencement of transfer of NCBA Shares to From the 10th trading day after the Settlement Date
Nedbank Group via a Block Trade
Settlement of Nedbank Group Shares and dispatch From the 10th trading day after the Settlement Date
of cash payments to NCBA Shareholders who have
accepted the Offer
Final results of Offer published On the 10th trading day after the Settlement Date
4.2. The indicative completion date of the Transaction remains unchanged, anticipated to be at the end of the third
quarter or early in the fourth quarter of 2026.
4.3. Further updates regarding the Transaction will be announced by Nedbank Group as appropriate.
Johannesburg
21 July 2026
Exclusive South African Investment Bank, Corporate Advisor and Transaction Sponsor to Nedbank Group
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Sponsor to Nedbank Group in Namibia
Old Mutual Investment Services (Namibia) (Pty) Ltd
Legal Advisor to Nedbank Group
Cliffe Dekker Hofmeyr Inc.
Kenyan Investment Bank and Stockbroker to Nedbank Group
Dyer and Blair Investment Bank
Share Registrar and Processing Agent to Nedbank Group
Custody & Registrars Services Limited
Date: 21-07-2026 07:05:00
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