NEDBANK GROUP LIMITED - Nedbank Groups Offer to Acquire C. 66% Of NCBA Group Plc (NCBA) Becomes Unconditional

Nedbank Group’s Offer to Acquire C. 66% Of NCBA Group Plc (NCBA) Becomes Unconditional

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)

NEDBANK GROUP’S OFFER TO ACQUIRE C. 66% OF NCBA GROUP PLC (NCBA) BECOMES UNCONDITIONAL

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 31 August 2026
         and related to the receipt of regulatory approval from the Central Bank of Kenya (Announcements).

    1.2. Capitalised terms used herein that are not otherwise defined bear the meanings ascribed to them in the
         Announcements.

    1.3. The Offer, which closed on Friday, 10 July 2026, remained subject to the receipt of certain outstanding
         regulatory approvals and the fulfilment or waiver of the other conditions specified in the Offer Document.

2. Unconditionality of the Offer

    2.1. Nedbank Group is pleased to advise shareholders and noteholders that the Offer became unconditional on
         15 October 2026.

3. Timetable of Remaining Events

    3.1. The settlement of the consideration, which comprises a Cash Portion and newly issued Nedbank Group
         Shares, to which each NCBA Shareholder who has accepted the Offer (Accepting Shareholder) is entitled,
         will be effected from the 9th trading day, and within 14 trading days from the Settlement Date, as defined below.

    3.2. Pursuant to the Offer and following the final reconciliation, scaling and allocation processes contemplated in
         the Offer Document, Nedbank Group will acquire approximately 1 087 362 891 NCBA Shares, representing
         c. 66% of the issued ordinary shares of NCBA.

    3.3. The remaining steps to completion of the Offer are set out below.

          Event                                                   Time and Date
          Release of digital announcement to the Nairobi          After the close of business on Monday, 19 October
          Securities Exchange (NSE)                               2026
          Settlement Date and publication of the Kenyan press     Wednesday, 21 October 2026 (Settlement Date)
          announcement that the Offer has become
          unconditional
          Suspension of trading in NCBA Shares on the NSE         From the close of business on the Settlement Date
          Resumption of trading in NCBA Shares on the NSE,        From the 9th trading day after the Settlement Date,
          commencement of transfer of NCBA Shares to              expected to be on or about Tuesday, 3 November
          Nedbank Group, issue of new Nedbank Group               2026
          Shares and payment of Cash Portion to Accepting
          Shareholders
         Publication of announcement by Nedbank Group of         Expected to be on or about Thursday, 5 November
         the final results of the Offer                          2026

   3.4. The Transaction is therefore expected to close following the 9th trading day after the Settlement Date, expected
        to be on or about Tuesday, 3 November 2026.

   3.5. Nedbank Group will announce the final figures in respect of the Cash Portion paid and new Nedbank Group
        Shares issued in settlement of the Consideration on SENS on or about Thursday, 5 November 2026.

Nedbank Group expects NCBA's financial results to be consolidated into the Nedbank Group's financial results in Q4
2026.

Johannesburg
19 October 2026

Exclusive 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: 19/10/2026 05:00:00
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