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Grant of CMA Exemption and Update on Irrevocable Undertakings
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 Company)
GRANT OF CMA EXEMPTION FROM HAVING TO MAKE A MANDATORY TAKE-OVER OFFER TO NCBA
SHAREHOLDERS AND UPDATE ON IRREVOCABLE UNDERTAKINGS
1. Introduction
1.1. Shareholders and noteholders are referred to the announcement released on SENS on 21 January 2026
setting out the terms of and conditions to Nedbank Group's offer to acquire c. 66% of the entire issued share
capital of NCBA ("NCBA Shares") from NCBA shareholders on a pro rata basis ("Announcement").
1.2. Capitalised terms used herein that are not otherwise defined bear the meanings ascribed to them in the
Announcement throughout.
2. Fulfilment of Offer Condition
2.1. The Proposed Transaction is conditional upon, inter alia, Nedbank Group obtaining an exemption from the
Kenyan Capital Markets Authority ("CMA") from the requirement for Nedbank Group to extend a mandatory
takeover offer for 100% of NCBA Shares in terms of the Capital Markets (Takeovers and Mergers) Regulations,
2002 ("CMA Exemption") by no later than 31 May 2026, failing which this condition shall be waived by Nedbank
Group and the Offer will convert to an alternative offer for 100% of all NCBA Shares, as detailed in paragraphs
5.1 and 7 of the Announcement, respectively.
2.2. Nedbank Group is now pleased to advise shareholders and noteholders that on 19 February 2026 the CMA
granted the CMA Exemption, thereby fulfilling this condition.
2.3. Shareholders and noteholders are further advised that the Offer is still subject to the fulfilment or waiver, as
the case may be, of the remaining conditions set out in paragraphs 5.2 – 5.4 of the Announcement.
3. Irrevocable Undertakings
3.1. As stated in the Announcement, Nedbank Group had procured Irrevocable Undertakings from certain NCBA
shareholders representing approximately 71.2% of the total number of issued NCBA Shares to accept the Offer
in respect of their pro rata entitlement (and, where applicable, to participate in excess applications), with all
these Irrevocable Undertakings signed as at the date of the Announcement.
3.2. Nedbank Group is now pleased to advise shareholders and noteholders that it has secured additional
Irrevocable Undertakings, resulting in NCBA shareholders holding approximately 77.54% of the NCBA Shares
having committed to accept the Offer.
Further updates regarding the Proposed Transaction will be announced by Nedbank Group as appropriate.
Johannesburg
23 February 2026
Exclusive South African Investment Bank, Corporate Advisor and Transaction Sponsor to Nedbank Group
Limited
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 Limited
Cliffe Dekker Hofmeyr Inc.
Kenyan Investment Bank and Stockbroker to Nedbank Group Limited
Dyer and Blair Investment Bank
Date: 23-02-2026 08:00:00
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