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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
ISIN: ZAE000004875
(“Nedbank Group” or “the Group”)
RESULTS OF ANNUAL GENERAL MEETING
Shareholders are advised that the voting results for the annual general meeting (“AGM”) of Nedbank Group held on
Friday, 22 May 2020 were as follows:
Resolution Number of Percentage For** Against** Abstained***
ordinary of ordinary % % %
shares voted shares in
issue*
%
Ordinary Resolution 1.1: Election as a 400 015 231 79.68 99.93 0.07 0.11
director of Prof T Marwala, who was
appointed as a director since the
previous annual general meeting of
shareholders
Ordinary Resolution 2.1: Reelection as a 400 016 285 79.68 99.86 0.14 0.11
director of Mr HR Brody, who is retiring
by rotation
Ordinary Resolution 2.2: Reelection as a 400 016 285 79.68 99.62 0.38 0.11
director of Mr EM Kruger, who is
retiring by rotation
Ordinary Resolution 2.3: Reelection as a 400 015 716 79.68 99.98 0.02 0.11
director of Ms L Makalima, who is
retiring by rotation
Ordinary Resolution 2.4: Reelection as a 400 015 716 79.68 99.89 0.11 0.11
director of Mr PM Makwana, who is
retiring by rotation
Ordinary Resolution 2.5: Reelection as a 400 015 192 79.68 99.99 0.01 0.11
director of Dr MA Matooane, who is
retiring by rotation
Ordinary Resolution 3.1: 400 017 261 79.68 81.17 18.83 0.11
Reappointment of Deloitte & Touche as
external auditor
Ordinary Resolution 3.2: 400 020 756 79.68 99.80 0.20 0.11
Reappointment of Ernst & Young as
external auditor
Ordinary Resolution 4.1: Election as a 400 017 231 79.68 100.00 0.00 0.11
member of the Nedbank Group Audit
Committee of Mr S Subramoney
Ordinary Resolution 4.2: Election as a 400 016 176 79.68 99.92 0.08 0.11
member of the Nedbank Group Audit
Committee of Mr HR Brody
Ordinary Resolution 4.3: Election as a 400 014 941 79.68 99.60 0.40 0.11
member of the Nedbank Group Audit
Committee of Ms NP Dongwana
Ordinary Resolution 4.4: Election as a 400 015 465 79.68 100.00 0.00 0.11
member of the Nedbank Group Audit
Committee of Mr EM Kruger
Ordinary Resolution 5: Placing the 396 952 615 79.07 95.39 4.61 0.72
authorised but unissued ordinary shares
under the control of the directors
Ordinary Resolution 6.1: To adopt and 399 830 669 79.64 100.00 0.00 0.15
publicly disclose an energy policy
Ordinary Resolution 6.2: To report on 399 830 574 79.64 100.00 0.00 0.15
the company’s approach to measuring,
disclosing and assessing its exposure to
climate-related risks
Advisory Endorsement 7.1: Advisory 400 001 584 79.67 97.74 2.26 0.12
endorsement on a non-binding basis of
the Nedbank Group Remuneration
Policy
Advisory Endorsement 7.2: Advisory 399 262 666 79.53 98.40 1.60 0.26
endorsement on a non-binding basis of
the Nedbank Group Remuneration
Implementation Report
Special Resolution 1.1: Remuneration of 400 002 979 79.67 99.42 0.58 0.12
the non-executive directors: Non-
executive Chairman
Special Resolution 1.2: Remuneration of 400 004 806 79.67 98.15 1.85 0.12
the non-executive directors: Lead
Independent Director
Special Resolution 1.3: Remuneration of 400 001 179 79.67 99.73 0.27 0.12
the non-executive directors: Nedbank
Group board member
Special Resolution 1.4: Committee 400 006 019 79.67 99.89 0.11 0.11
members’ fees: Nedbank Group Audit
Committee
Special Resolution 1.5: Committee 400 006 019 79.67 99.89 0.11 0.11
members’ fees: Nedbank Group Credit
Committee
Special Resolution 1.6: Committee 400 006 014 79.67 99.94 0.06 0.11
members’ fees: Nedbank Group
Directors’ Affairs Committee
Special Resolution 1.7: Committee 400 006 019 79.67 99.98 0.02 0.11
members’ fees: Nedbank Group
Information Technology Committee
Special Resolution 1.8: Committee 400 006 019 79.67 99.94 0.06 0.11
members’ fees: Nedbank Group
Related-party Transactions Committee
Special Resolution 1.9: Committee 400 006 019 79.67 99.89 0.11 0.11
members’ fees: Nedbank Group
Remuneration Committee
Special Resolution 1.10: Committee 400 006 019 79.67 99.89 0.11 0.11
members’ fees: Nedbank Group Risk
and Capital Management Committee
Special Resolution 1.11: Committee 400 005 569 79.67 99.94 0.06 0.11
members’ fees: Nedbank Group
Transformation, Social and Ethics
Committee
Special Resolution 2: General authority 400 000 004 79.67 99.97 0.03 0.12
to repurchase ordinary shares
Special Resolution 3: General authority 400 016 681 79.68 74.02 25.98 0.11
to issue authorised but unissued
ordinary shares for cash
Special Resolution 4: General authority 399 875 558 79.65 99.77 0.23 0.14
to provide financial assistance to
related and interrelated companies
* Based on 502 054 496 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 with the exception of special resolution 3 (general
authority to issue shares for cash) which received less than the 75% votes required to pass.
Johannesburg
22 May 2020
Sponsors
Nedbank CIB
Merrill Lynch South Africa (Pty) Limited
Sponsor to Nedbank Group in Namibia:
Old Mutual Investment Services (Namibia) (Pty) Ltd
Date: 22-05-2020 03:16:00
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