ABSA BANK LIMITED - ABSP - Results Of The Scheme Meeting Relating To The Offer By Absa Bank To Repurchase The Preference Shares

ABSP - Results Of The Scheme Meeting Relating To The Offer By Absa Bank To Repurchase The Preference Shares

ABSA BANK LIMITED
Incorporated in the Republic of South Africa
(Registration Number: 1986/004794/06)
ISIN: ZAE000079810
JSE Share Code: ABSP
("Absa Bank" or the "Company")


Results Of The Scheme Meeting Relating To The Offer By Absa Bank To Repurchase
The Preference Shares In Absa Bank By Way Of A Scheme Of Arrangement


Unless otherwise defined in this announcement, words and expressions
contained herein shall have the same meanings as assigned to them in the
Circular referred to below.


1.   INTRODUCTION
Preference Shareholders are referred to the firm intention announcement
released on the Stock Exchange News Service ("SENS") on Thursday, 17 April
2025 and the circular to Preference Shareholders ("Circular") incorporating
a notice convening a meeting of Preference Shareholders, distributed on
Friday, 2 May 2025, wherein Preference Shareholders were requested to vote
on the scheme resolution to allow Absa Bank to repurchase the non-redeemable,
non-cumulative,   non-participating    preference   shares   of   Absa   Bank
("Preference Shares") for a cash consideration of ZAR 930.00 (93,000 cents)
per Scheme Share, in accordance with the provisions of sections 114(1), read
with section 115(2)(a), of the Companies Act (the "Scheme").


2.   RESULTS OF THE SCHEME MEETING
The Board is pleased to announce that the Scheme Meeting was held today,
Tuesday 3 June 2025, and the special resolution tabled at the Scheme Meeting
to approve and implement the Scheme was passed by the requisite majority of
votes of the Preference Shareholders present and entitled to vote thereon.
As such, the Scheme has been duly approved by the Preference Shareholders.


Details of the results of the voting at the Scheme Meetings are as follows:
 
Resolution                       Votes            Number of         Shares          Shares
                          For %      Against %     voting         voted as a       abstained
                                                   rights         % of total       disclosed
                                                  exercised         issued         as a % of
                                                                  Preference      total issued
                                                                    Shares*        Preference
                                                                                    Shares*
                                                                                    
 Special Resolution      95.85%        4.15%       2,446,751        49.48%           0.01%
 Number 1: Approval
 of the Scheme in
 terms of sections
 114(1)(c) and
 114(1)(e) (as read
 with section
 115(2)(a)) of the
 Companies Act

* Total Issued Preference Shares: 4,944,839, of which 103,378 are held by related parties which
were excluded from exercising voting rights. Total number of Preference Shares present /
represented including proxies at the Scheme Meeting: 2,447,401 being 49.49% of the total
Preference Shareholders entitled to vote.


3.   SCHEME CONDITIONS
The Scheme remains subject to the fulfilment or to the extent permitted,
waiver, of some Scheme Conditions by the dates set out in the Circular. An
announcement will be released on SENS and published in the South African
press as soon as possible after the fulfilment or non-fulfilment (as the
case may be, or where permitted, waiver) of the outstanding Scheme
Conditions.


Preference Shareholders are advised that the implementation of the Scheme is
subject to a compliance certificate being issued by the TRP in respect of
the Scheme in accordance with section 119(4)(b) of the Companies Act, which
certificate the TRP will only issue after the Scheme has become
unconditional.


4.   RESPONSIBILITY STATEMENT
The Independent Board and the Board, individually and collectively, accept
full responsibility for the accuracy of the information contained in this
announcement which relates to Absa Bank and the Scheme, and certify that, to
the best of their knowledge and belief, such information is true, and that
this announcement does not omit any facts that would make any of the
information false or misleading or would be likely to affect the importance
of any information contained in this announcement. The Independent Board and
the Board have made all reasonable enquiries to ascertain that no facts have
been omitted and that this announcement contains all information required by
law.


Johannesburg
3 June 2025


INVESTMENT BANK, CORPORATE ADVISOR AND SPONSOR
Absa Bank Limited
INDEPENDENT TRANSACTION SPONSOR
J.P. Morgan Equities South Africa Proprietary Limited
LEGAL ADVISOR
White and Case Inc.
INDEPENDENT EXPERT
BDO Corporate Finance Proprietary Limited
TRANSFER SECRETARY
Computershare Investor Services Proprietary Limited


Date: 03-06-2025 02:54:00
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