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ABSA GROUP LIMITED - Dealings by a Director of Absa Group

Release Date: 16/09/2025 16:43
Wrap Text
Dealings by a Director of Absa Group

ABSA GROUP LIMITED
Incorporated in the Republic of South Africa
Registration number: 1986/003934/06
ISIN: ZAE000255915
JSE share code: ABG
Bond Issuer Code: ABGI
("Absa Group" or the "Group")


Dealings By A Director Of Absa Group

In accordance with paragraph 3.63 of the JSE Limited Listings Requirements, shareholders
are advised that the following ordinary shares have been awarded to Kenny Fihla, the
Absa Group Chief Executive Officer and executive director:

1.   Absa Group Share Incentive Plan (SIP) – Share Incentive Plan Performance Award

The Share Incentive Plan (SIP") Long-Term Performance Award is designed to incentivise
long-term performance with vesting of awards, subject to fulfilment of a combination
of financial and non-financial Absa Group performance targets (as disclosed in the
Group's Remuneration Report for 2024) measured over a three-year performance period.
The Award will vest on or around the third anniversary of the grant date, subject to
the achievement of the performance targets, and continued employment requirements, as
set out in the SIP rules.    Dividend equivalents may be added to the Awards at the
vesting of an Award in terms of the Share Incentive Plan Rules and will be paid to the
extent that the shares vest.

The number of shares under the Award was fixed with reference to the 20-day volume-
weighted average price preceding the grant date (being 1 September 2025). The Award
was granted as set out on the table below and has since been accepted on the date
indicated below.

                                                                                    On Target value at
                                                       Number of        Price of     award date (ZAR),
     Grant Date     Acceptance Date    Award Type    Shares Awarded    Shares at         subject to
                                                        (*note)       Grant (ZAR)   performance targets
                                                                                          (*note)

1 September 2025   15 September 2025   Performance      107,434         186.16        19,999,913.44
                                          Award


Notes:
* The value and number of shares will vest, subject to the extent that the
  performance targets have been met.


2.    Absa Group Share Incentive Plan (SIP) - Deferred Award

The number of shares under the Deferred Awards was fixed with reference to the 20-day
volume-weighted average price preceding 1 September 2025 (the grant date). The table
below sets out the deferred short-term incentive which was awarded under the Deferred
Award and granted to the executive director. The Deferred Awards will vest in three
equal tranches, on or around the first, second and third anniversary of the grant date,
subject to the rules of the SIP (as amended from time to time). Dividend equivalents
may be added to the Deferred Awards at the vesting of a Deferred Award tranche. The
Deferred Award is subject to continued employment at date of vesting.

 The Deferred Award has since been accepted on the date indicated below.

                                                                        Number of      Price of        Value at Award
         Grant Date         Acceptance Date        Award Type             Shares       Shares at         Date (ZAR)
                                                                         Awarded      Grant (ZAR)

      1 September 2025     15 September 2025     Deferred Award          79,357          186.16         14,773,099.12


3.       Absa Group Share Incentive Plan (SIP) – Buyout Award

 The number of shares under the Buyout Award (as a result of his appointment as the
 Chief Executive Officer of Absa Group and Absa Bank) was fixed with reference to the
 20-day volume-weighted average price preceding the employee's start date. The table
 below sets out the Buyout Award which was awarded under the Share Incentive Plan and
 granted to the executive director.    The Buyout Awards will vest in relation to the
 scheduled vesting dates in the table below. Dividend equivalents may be added to the
 Buyout Award at the vesting of an Award in terms of the Share Incentive Plan Rules and
 will be paid to the extent that the shares vest.

                                                                                    Number     Price of
                                                                                     of         Shares at        Value at Award
     Grant Date        Acceptance Date     Vesting Date         Award Type          Shares       Grant           Date (ZAR)
                                                                                    Awarded      (ZAR)

1 September 2025      15 September 2025   1 April 2026          Buyout Award        118,837       172.84       20,539,787.08

1 September 2025      15 September 2025   1 September 2026      Buyout Award        80,018        172.84       13,830,311.12

1 September 2025      15 September 2025   1 April 2027          Buyout Award        124,280       172.84       21,480,555.20

1 September 2025      15 September 2025   1 September 2027      Buyout Award        41,137        172.84        7,110,119.08

                                                                Total               364,272                    62,960,772.48


Clearance to deal has been obtained for the above-mentioned transactions. All
transactions were executed off-market and with direct beneficial ownership.

Johannesburg
16 September 2025

Enquiries:
Nadine Drutman – Group Company Secretary
E-mail: nadine.drutman@absa.africa

Lead Independent Sponsor:
J.P. Morgan Equities South Africa Proprietary Limited


Joint Sponsor:
Absa Bank Limited (Corporate & Investment Bank)


Date: 16-09-2025 04:43:00
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