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Final Results of the 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)
FINAL RESULTS OF THE 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), namely the announcements dated:
1.1.1. 21 July 2026, relating to the initial results of Offer; and
1.1.2. 19 October 2026 confirming that the Offer had become unconditional (Announcements).
1.2. Capitalised terms used herein that are not otherwise defined bear the meanings ascribed to them in the
Announcements.
2. Results of the Offer
2.1. In terms of the Offer, 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. As announced on 21 July 2026, the Offer was accepted by NCBA Shareholders holding 1,316,357,895 NCBA
Shares, representing 79.90% of the NCBA Shares in issue.
2.3. Following the Offer becoming unconditional in all respects and the final reconciliation of acceptances by the
Processing Agent, Nedbank Group hereby announces the final results of the Offer as follows:
% of NCBA Shares in
Number of NCBA Shares
Issue
Total acceptances received (pro rata
920 425 367 55.87%
entitlement)
Total Excess Applications received 395 597 477 24.01%
Total acceptances received 1 316 022 844 79.88%
2.4. Following the application of the scaling and allocation mechanics, Nedbank Group acquired 66% of the issued
NCBA Shares. Implementation of the Transaction resulted in:
2.4.1. the issue of 43 631 052 new Nedbank Group Shares to NCBA Shareholders who have accepted the Offer
and are entitled to receive the Nedbank Group Shares, bringing the total number of Nedbank Group Shares
in issue to 520 903 680; and
2.4.2. a cash payment of KES 23 228 613 861 for the aggregate Cash Portion, amounting to ZAR 2 931 980 292
at the aggregate KES/ZAR exchange rate of 7.9225.
2.5. Following implementation of the Transaction, NCBA will continue to be listed on the Nairobi Securities
Exchange.
Johannesburg
5 November 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
Kenyan Share Registrar and Processing Agent to Nedbank Group
Custody & Registrars Services Limited
Date: 05/11/2026 07:05:00
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