NEDBANK GROUP LIMITED - The Central Bank of Kenya approval received for Nedbank Groups Offer to Acquire C.66% of NCBA Group Plc

The Central Bank of Kenya approval received for Nedbank Group’s Offer to Acquire C.66% of NCBA Group Plc

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)

THE CENTRAL BANK OF KENYA APPROVAL RECEIVED FOR NEDBANK GROUP’S OFFER TO ACQUIRE C.
66% 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 21 July 2026 and
         related to the initial results of the Offer which indicated that Nedbank Group had achieved its targeted 66%
         shareholding in NCBA (Announcements).

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

2. Central Bank of Kenya Approval

    2.1. Nedbank Group is pleased to advise shareholders and noteholders that the Central Bank of Kenya (the CBK)
         has granted NCBA Group approval for the Transaction.

    2.2. The receipt of approval from the CBK represents an important milestone in the progression of the Transaction.

3. Regulatory Approvals

    3.1. The majority of the regulatory approvals required for the Offer have now been obtained. The outstanding
         regulatory approvals are progressing in accordance with their expected timelines and are anticipated to be
         received towards the end of the third quarter of 2026.

    3.2. 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. Settlement and timetable of remaining key events

    4.1. As previously disclosed, settlement of the consideration to which each accepting NCBA Shareholder is entitled
         will be effected from the 10th trading day and within 14 trading days from the date of announcement by
         Nedbank Group that all Conditions to which the Offer is subject have been fulfilled or waived in all respects, in
         accordance with the terms of the Offer Document.


Johannesburg
31 August 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

Date: 31/08/2026 11:55:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.