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NEDBANK GROUP LIMITED – May 2020
7th Annual Governance (ESG) roadshow
Vassi Naidoo (Chairman), Mpho Makwana (LID), Errol Kruger (Independent Director) May 2020
7 th Annual Governance (ESG) roadshow Vassi Naidoo (Chairman), Mpho - - PowerPoint PPT Presentation
7 th Annual Governance (ESG) roadshow Vassi Naidoo (Chairman), Mpho Makwana (LID), Errol Kruger (Independent Director) May 2020 1 NEDBANK GROUP LIMITED May 2020 ESG DURING THE COVID-19 PANDEMIC 2 NEDBANK GROUP LIMITED May 2020
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NEDBANK GROUP LIMITED – May 2020
Vassi Naidoo (Chairman), Mpho Makwana (LID), Errol Kruger (Independent Director) May 2020
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NEDBANK GROUP LIMITED – May 2020
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NEDBANK GROUP LIMITED – May 2020
Group Executive Steering Committee Oversees Nedbank’s actions & management of the unfolding risks Nedbank Board call every 2 weeks plus regular contact with the Chairman of the Board & Chairpersons of Board sub-committees to keep them suitably informed & consult them for input on key decisions Staff & operational matters Covid-19 Pandemic Steering Committee Maintain a strong liquidity profile Liquidity Steering Committee Manage credit risks & client support Credit Steering Committee
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NEDBANK GROUP LIMITED – May 2020
Primary focus on the health & safety of our staff, continuing to serve our clients as banking is an essential service & supporting clients as they manage their finances through this difficult period Pivot our strategy to increase focus on: ▪ managing liquidity, capital, market & credit risk ▪ scenario modelling & stress testing ▪
Current focus Planning how we reintegrated staff & business functions in a phased manner (in line with government guidelines) Transitional focus Strategise for ‘the new normal’, competitive advantage & grow the business Future focus 2020 financial guidance withdrawn & MLT targets under review
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NEDBANK GROUP LIMITED – May 2020
Climate risks previously managed but explicitly in the group’s top 10 risks
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NEDBANK GROUP LIMITED – May 2020
Oversight – Board, DAC, GTSEC, GITCO, GRCMC ▪ Ensure adherence to national directives & regulations during lockdown ▪ Oversee focus on the health & safety of our staff ▪ Oversee business continuity plans & effective operations ▪ Ensure IT system stability/ availability & heightened focus
▪ Ensure support of the greater social need ▪ Oversee strategic tilt
Business, people,
Oversight – Board, GAC, GRCMC, REMCO ▪ Ensure compliance with regulatory requirements ▪ Oversee implementation of SARB directives ▪ Maintain strong liquidity & capital metrics ▪ Board to apply its mind to SARB GN4 on future cash dividends & cash bonuses to certain executives ▪ Oversee scenario planning & stress testing ▪ Oversee ETI related risk
Liquidity & capital risk
Oversight – Board, GCC, GAC, GRCMC ▪ Ensure compliance with regulatory requirements &
SARB directives ▪ Oversee IFRS 9 model revisions & accounting changes ▪ Oversee management of heightened credit risk ▪ Ensure adequacy of provisioning ▪ Oversee scenario planning & stress testing ▪ Ensure clients are treated fairly (conduct)
Credit risk
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NEDBANK GROUP LIMITED – May 2020
▪ Primary focus on the health & safety of our staff – social distancing, sanitation & health practices, emotional wellbeing etc ▪ Activated BCPs1, tailored for initial 35-day lockdown & risk adjusted release ▪ > 80% of SA campus staff enabled to work from home ▪ Critical functions at offices – split teams, offices, floors ▪ 63% (304) of branches remain open, 95 temporarily closed branches designated as call centres & client retention sites ▪ Excellent system stability, above 2019 levels (>99.1%) ▪ Increased capacity of staff & clients to work & bank remotely ▪ Increased focus on cyber security
1 Business Continuity Planning
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NEDBANK GROUP LIMITED – May 2020
▪ Enable & educate our clients to increasingly bank through our mobile & web capabilities ▪ Support for CIB, RBB, NPW & NAR clients. Examples include: ‒ RBB payment holidays ‒ Card minimum monthly repayment reduced from 5% to 2,5% ‒ PL clients can opt for debt relief under credit life insurance ‒ Insurance cover including death, disability, retrenchment & inability to earn an income ‒ HL clients can access equity by applying for re-advance ‒ BB temporary increases in overdrafts facilities for franchise & hospitality industries ‒ CIB clients given interest payment deferrals or extending additional credit to manage short term cashflow shortfalls ▪ Support spaza shops & general dealers – procurement cards, discounted prices for pre-approved goods etc
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NEDBANK GROUP LIMITED – May 2020
▪ Nedbank staff pledge ▪ Waived ATM charges & Saswitch fees for SASSA grant beneficiaries during the current lockdown ▪ Enabled staff & clients to contribute to Solidarity Fund through the Nedbank app, web & internet banking ▪ One of four banks to administer the R1bn SA Future Trust ▪ SME Loan Guarantee Scheme currently being finalised ▪ Donating R12m to Covid-19 relief efforts including Red Cross ▪ Numerous health & economic interventions through BASA, BLSA & BUSA/ Business for SA
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NEDBANK GROUP LIMITED – May 2020
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NEDBANK GROUP LIMITED – May 2020
Changes to the board New appointments ▪ Prof Tshilidzi Marwala (Expertise in innovation, digital, IT & cyber resilience) Retired1 / Resigned2 ▪ Malcolm Wyman1 (2019) ▪ Peter Moyo2 (2020) Retiring 22 May 2020 ▪ Joel Netshitenzhe
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NEDBANK GROUP LIMITED – May 2020
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NEDBANK GROUP LIMITED – May 2020
Exco member since 17 June 2004 – appointed CE March 2010 26 years’ service at Nedbank Exco members since 1 September 2009 10 years’ service at Nedbank Exco member since April 2020 8 years’ service at Nedbank Exco member since 1 January 2015 18 years’ service at Nedbank Exco member since 5 August 2009. 23 years’ service at Nedbank Exco member since 1 December 2008 15 years’ service at Nedbank Exco member since 15 May 2018 2 years’ service at Nedbank Exco member since 1 January 2015 23 years’ service at Nedbank Exco member since 2010 9 years’ service at Nedbank Exco member since 1 November 2008 23 years’ service at Nedbank Exco member since 1 May 2015 16 years’ service at Nedbank Exco member since April 2020. 18 years’ service at Nedbank
GROUP EXECUTIVE COMMITTEE
(“GROUP EXCO”)
Exco member since 2003 23 years’ service at Nedbank Chief Executive Mike Brown 53 Chief Financial Officer Raisibe Morathi 50 Chief Operating Officer Mfundo Nkuhlu 53 Group Managing Executive: RBB Ciko Thomas 51 Group Managing Executive: Wealth Iolanda Ruggiero 49 Mike Davis 48 Chief Risk Officer Trevor Adams 57 Group Managing Executive: Balance Sheet Management Group Executive: Strategy Priya Naidoo 46 Group Executive: Group Marketing & Corporate Affairs Khensani Nobanda 41 Chief Information Officer Fred Swanepoel 56 Group Managing Executive: CIB Brian Kennedy 60 Group Managing Executive: NAR Terence Sibiya 50 Group Managing Executive: CIB Anél Bosman 53
Exco member since 25 June 2018 1 years’ service at Nedbank
Group Executive: Group HR Deb Fuller 47
Exco member since 1 January 2019 22 years’ service at Nedbank
Group Chief Compliance Officer Anna Isaac 50
= reports to CE = reports to COO = reports to CFO
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NEDBANK GROUP LIMITED – May 2020
Mandatory Audit Firm Rotation (MAFR) ▪ Ernst & Young appointed as Nedbank & Nedbank Group’s new joint external auditor alongside Deloitte, effective May 2019. ▪ IRBA’s MAFR rules effective from 1 April 2023 If a firm has served as an appointed auditor for 10 or more consecutive financial years before the financial year commencing on or after 1 April 2023, then the audit firm may not accept reappointment as auditors. ▪ Some shareholders early-adopt MAFR principles in their proxy voting, but we reiterate: − Our commitment to fully implement MAFR for our 2024 financial year & Deloitte’s rotation to be finalised by no later than December 2023. − We are limited in the short term by regulatory requirements & the complexity & practicality of changing both auditors in a short period. − The board supports a staggered / risk mitigated approach to MAFR. 2020 will see Deloitte remain auditors (until new process commence).
46 1 Deloitte E&Y
Auditor tenure (years)
84.4% 99.9% 15.6% 0.1% Deloitte E&Y
Appointment of auditors (2019 AGM % of votes)
For Against Against 196 195 171 2017 2018 2019
Auditors fees (Rm)
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NEDBANK GROUP LIMITED – May 2020
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NEDBANK GROUP LIMITED – May 2020
Guaranteed pay − 2019: Bargaining unit increases (+7%) ahead of Group Exco & management (+4%) & inflation (4,1%) − 2020: Bargaining unit increases (+6,3%) ahead of Group & Cluster Exco at 0% & ≤ 4% for the remainder of staff Short-term incentives − 2019: STI decrease (-25%) greater than decrease in financial performance (HE -7,3%) Long-term incentives − 2019: Vesting in March 2020 lower than prior years (overall underperformance against CPTs1) − 2020: Cost-to-income CPT replace strategic KPIs (transactional-banking market share & TOM) − 2020: ROE target revised to include goodwill (align with market practice & shareholder feedback). Board fees − 2020: No fee increases proposed due to unprecedented economic challenges as a result of Covid-19
1 CPT = Corporate Performance Target
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NEDBANK GROUP LIMITED – May 2020
Balancing the need to retain & attract talent with pay for performance Guaranteed pay ‒ Current objective is to support our staff though the Covid-19 related challenges ‒ Guaranteed Packages currently retained at 100% ‒ Executives voluntarily donated to appropriate causes (eg Solidarity Fund) ‒ ~1 750 staff are unable/not equipped to work from home (at full pay throughout lockdown level 5 & level 4). A further ~5 500 staff are working in rotation Short-term incentives ‒ STI pool for FY2020 likely to be more judgemental than usual to reflect overall performance of the
‒ Application of SARB GN4/ 2020 likely to impact the delivery of STI for certain executives (shares vs cash). The Nedbank Board takes regulatory guidance notes very seriously & will suitably apply its mind in this context Long-term incentives ‒ CPTs & performance ranges on historic LTIs cannot be changed, retested or repriced ‒ Future issuance: CPTs, performance ranges & percentage of issuance to which CPTs are applied will be reviewed to ensure they are appropriate to expected environment & to enable us to retain staff
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NEDBANK GROUP LIMITED – May 2020
See following slide
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NEDBANK GROUP LIMITED – May 2020
The 2020 LTI vesting percentages have declined over 2019. This can be mainly attributed to: ‒ Reduction in the Nedbank share price relative to the FINI 15 Index CPT. Vesting outcomes: 43% (2020) vs 130% (2019). ‒ ROE (excl goodwill) vs COE CPT outcome remained below target. Vesting outcomes: 57% (2019) vs 54% (2020). ‒ The Target Operating Model benefits target was exceeded. Vesting outcome: 122%. ‒ Transactional banking vesting: 0%
51% 71% 74%
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NEDBANK GROUP LIMITED – May 2020
Mike Brown – Chief Executive Raisibe Morathi – Chief Financial Officer Mfundo Nkuhlu – Chief Operating Officer Guaranteed remuneration ▪ Increases generally at or below inflation in 2019 ▪ Zero percent increases for 2020 (given the difficult macroeconomic outlook, even before Covid-19) Short-term incentives ▪ Decline greater than decline in earnings ▪ Goal commitment contracts includes financial, strategic & ESG related metrics Long-term incentives ▪ Single figure LTI aligned to share price performance & vesting of CPTs
(66%) (66%) (67%)
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NEDBANK GROUP LIMITED – May 2020
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NEDBANK GROUP LIMITED – May 2020
Cost-to-income CPT ‒ From 2020 onwards a cost-to-income Corporate Performance Target (CPT) will replace both strategic KPIs (transactional-banking market share & Target Operating Model) ‒ 20% weighting to align with our strategic intent & industry developments of improving cost-to-income ratios in the context of the digitisation of financial services. Return on equity (ROE) CPT ‒ From 2020 onwards the ROE target will be revised to include goodwill (align with market practice & shareholder feedback). ‒ Previously, this target was stated as ‘Excluding goodwill up to 31 December 2017 only’. Future CPTs under review given impact of Covid-19 pandemic & group guidance being under review
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NEDBANK GROUP LIMITED – May 2020
▪ In the current environment
economic challenges that have arisen as a result of Covid-19, no increases to the Chairman’s fee, board fees & committee fees are proposed for 2020. ▪ Total cost of running the board: R22,1m (2018: R21,4m).
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NEDBANK GROUP LIMITED – May 2020
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NEDBANK GROUP LIMITED – May 2020
▪ Underwritten R40bn & payed out R27bn in renewable energy ▪ First SA bank to launch a green bond on the JSE ▪ Since 2015 provided 5 500 students with student loans to the cumulative value of R191m & R7bn in funding for over 23 000 student beds ▪ Financed of R0,6bn for 3 water projects ▪ Through WWF Nedbank Green Trust invested >R90m in 41 water & conservation projects ▪ Launched 3 zero-monthly-fee accounts & a stokvel with funeral benefits ▪ R3,4bn new loan payouts to SMEs ▪ Provided R0,8bn funding for recycling companies ▪ Developed innovative funding solutions to support farmers ▪ Increase in digitally active clients by 16% to 1,8m ▪ Provided financial education to > 7,5m people
▪ Provided R1,1bn for the development of affordable housing (R4,2bn over 5 years) & R1bn home loans to clients in the affordable housing market ▪ Provided R790m for construction of green buildings ▪ Provided R25m for water source area conservation ▪ Provided R320m in mining rehabilitation guarantees & invested in the WWF Nedbank Green Trust Project called the Mining Incubator
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NEDBANK GROUP LIMITED – May 2020
Our sustainability efforts are informed by: ‒ The UN SDGs ‒ King IV ‒ Positive Impact Initiative & TCFD Phase II Working Group ‒ The IFC Performance Standards. ‒ The UN Environment Programme Finance Initiative ‒ The Code for Responsible Investing in SA ‒ BASA Sustainable Finance Committee ‒ United Nations Global Compact (UNGC) ‒ The Equator Principles ‒ The National Development Plan. ‒ The Association of Ethics Officers in Africa. ‒ The National Business Initiative Advisory Committee on Climate Change.
Responsible finance
Managing social & environmental risk ‒ In CIB all new applications & risk reviews of high-risk transactions are included in the SEMS assessment process & externally
‒ The SEMS also used in RBB & Wealth clusters, & rolled out to Nedbank Africa Regions in 2019 Applying the Equator Principles ‒ First African bank to sign up to the Equator Principles in 2005 ‒ Aligned our processes with Equator Principles 3 & actively participated in the development
Committed to responsible investment ‒ In Asset Management, ESG factors were considered for 95% of our investments in
Carbon footprint
Peace, Justice & strong institutions
YES
2019 Target Paper usage
Water consumption 13.3kl/ FTE
Waste to landfill 183 tonnes -35% on 2013 levels Energy usage Flat non 2018 -35% on 2013 levels
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NEDBANK GROUP LIMITED – May 2020
Investing in our communities
Proud of my town initiative - in 2019 we reached 86 thousand people in 12 communities at schools, churches, further education & training colleges, correctional services, small businesses, stokvels & NGOs, & provided them with knowledge around responsible money management ▪ R2,4m investment aimed at equipping emerging farmers to participate in the food value chain fully ▪ R2,7m investment in The SA Resource Smart Food Systems Project to create a secure & resilient ecological foundation for long-term food production. ▪ Granted 97 external bursaries ▪ Granted 860 bursaries to staffmembers ▪ Offered 42 learnership & internship programmes that involved 2 267 learners & interns ▪ Partnered with the National Research Foundation to help strengthen the international competitiveness of SA universities through the Research Chairs Initiative Funding a R2,8m project focused on developing a circular plastics economy to mitigate single use plastics entering & damaging the oceans..
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NEDBANK GROUP LIMITED – May 2020
41% 43% 62% 89% 97% 59% 57% 38% 11% 3%
Top management Senior management Middle management Junior management Semiskilled Black, Coloured & Indian White
2018 41% 59% 40% 60% 61% 39% 88% 12% 90% 10% 2019
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NEDBANK GROUP LIMITED – May 2020
2005 First African bank to sign up to the Equator Principles – disclosure of environmental & social impacts of project finance transactions. 2006 Became a signatory to the Carbon Disclosure Project – disclosure of the carbon impact of our operations. 2008 Implemented energy reduction targets & related internal reduction initiatives. Issued a climate change position statement, declaring that Nedbank Group holds itself accountable to addressing climate change. 2010 Achieved operational carbon neutrality. 2013 Disclosure of Nedbank’s renewable-energy lending. 2014 Leading funder of the renewable-energy capacity allocated by REIPPPP. 2015 First disclosure of percentage of total group lending to renewable-energy projects versus fossil fuel generation projects. 2016 Publicly disclosed position on lending for coal-fired power plants. Initial commitment excluded existing commitments to round one of SA’s Coal Baseload Procurement Programme. 2018 Strengthened position on lending for coal-fired power plants by including existing commitments to SA’s Coal Baseload Independent Power Producer Procurement Programme 2019 Developed internal policy regarding the financing of thermal-coal mining and related activities. Established a formal governance committee, the Climate Risk Leadership Group (CRLG), under the chairmanship
Became SA’s first commercial bank to launch a renewable energy bond on the JSE 2020 Publicly disclosed a thermal coal policy. Proactively proposed further climate change action by tabling climate change related shareholder resolutions at our AGM.
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NEDBANK GROUP LIMITED – May 2020
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NEDBANK GROUP LIMITED – May 2020
Ordinary Resolutions 1.1 Election of directors of the company appointed during the year: Prof T Marwala, who was appointed as a director since the previous AGM of shareholders. Ordinary resolution 2.1, 2.2, 2.3, 2.4 and 2.5 Re-election of directors retiring by rotation: 2.1 Mr HR Brody, 2.2 Mr EM Kruger, 2.3 Ms L Makalima, 2.4 Mr PM Makwana and 2.5 Dr MA Matooane who retire by rotation in terms of clause 25.3 of the company’s memorandum of incorporation, which requires not less than one-third of the directors to retire at each annual general meeting. Ordinary resolution 3.1 and 3.2 Reappointment of external auditors: 3.1 Deloitte & Touche and 3.2 Ernst & Young as joint external auditors from the conclusion of the 53rd annual general meeting until the conclusion of the next annual general meeting. Ordinary resolution 4 Appointment of the Nedbank Group Audit Committee members: 4.1 Mr S Subramoney, 4.2 Mr HR Brody, 4.3 Ms NP Dongwana and 4.4 Mr EM Kruger to be elected as members. Ordinary resolution 5 Placing the authorised but unissued ordinary shares under the control of directors. The authority is limited to 2.5% of the number of Nedbank Group ordinary shares in issue at 1 January 2020, and is further limited for the purposes of meeting existing contractual obligations including for the purposes of the Nedbank Group employee share incentive schemes.
NEW resolution Committed to MAFR
Authority limited to:
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NEDBANK GROUP LIMITED – May 2020
Climate risk resolutions 6.1 and 6.2 Adopting and publicly disclosing an energy policy, and reporting on the company’s approach to measuring, disclosing and assessing its exposure to climate-related risks: 6.1 to adopt and publically disclose an energy policy and 6.2 to report on the company’s approach to measuring, disclosing and assessing its exposure to climate-related risks. Advisory endorsements 7.1 and 7.2 Advisory endorsements for 7.1 the remuneration policy and 7.2 the implementation report in compliance with the requirements of King IV. Should either of the advisory endorsements be voted against by 25% or more of the voting rights exercised by shareholder further engagement with shareholders would be sort. Special resolutions 1.1 to 1.11 Remuneration of the Non-executive directors with 0% increases to the Chairman’s fee, board fees and committee fees proposed for 2020. Special resolution 2 General authority to repurchase ordinary shares limited to 5% of the company’s ordinary shares. Special resolution 3 General authority to issue authorised but unissued ordinary shares limited to 2.5% for cash. Special resolution 4 General authority to provide financial assistance to related and interrelated companies in accordance with sections 44 and 45 of the Companies Act for the provision of loans, guarantees and other financial assistance to subsidiaries and group companies.
Ongoing enhancements NEW (Board proposed)
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NEDBANK GROUP LIMITED – May 2020
Dow Jones Sustainability Index –
14th year Africa’s first carbon-neutral financial organisation – carbon neutral since 2010 (& offset our water consumption) WWF Nedbank Green Trust Partnership – invested > R260m since inception in support of over 200 environmental & social projects Only SA company awarded overall winner at all three major reporting awards – IAS (SA), EY Integrated Reporting & JSE Chartered Secretaries Integrated Reporting awards Signatory to the United Nations Global Compact Our sustainability reporting is prepared in accordance with the Global Reporting Initiative Standards Adopted nine SDGs to develop innovative banking products & services Equator Principles Financial Institution signatory Report in accordance with the International Finance Corporation (IFC) Performance Standards
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NEDBANK GROUP LIMITED – May 2020
Disclaimer Nedbank Group has acted in good faith and has made every reasonable effort to ensure the accuracy and completeness of the information contained in this document, including all information that may be defined as 'forward-looking statements' within the meaning of United States securities legislation. Forward-looking statements may be identified by words such as ‘believe’, 'anticipate', 'expect', 'plan', 'estimate', 'intend', 'project', 'target', 'predict' and 'hope'. Forward-looking statements are not statements of fact, but statements by the management of Nedbank Group based on its current estimates, projections, expectations, beliefs and assumptions regarding the group's future performance. No assurance can be given that forward-looking statements to be correct and undue reliance should not be placed on such statements. The risks and uncertainties inherent in the forward-looking statements contained in this document include, but are not limited to: changes to IFRS and the interpretations, applications and practices subject thereto as they apply to past, present and future periods; domestic and international business and market conditions such as exchange rate and interest rate movements; changes in the domestic and international regulatory and legislative environments; changes to domestic and international operational, social, economic and political risks; and the effects of both current and future litigation. Nedbank Group does not undertake to update any forward-looking statements contained in this document and does not assume responsibility for any loss or damage arising as a result of the reliance by any party thereon, including, but not limited to, loss of earnings, profits, or consequential loss or damage. Nedbank Group nedbankgroup.co.za Nedbank Group Limited Tel: +27 (0) 11 294 4444 Physical address 135 Rivonia Road Sandown 2196
South Africa Nedbank Investor Relations Head of Investor Relations Alfred Visagie Direct tel: +27 (0) 11 295 6249 Cell: +27 (0) 82 855 4692 Email: AlfredV@nedbank.co.za Investor Relations Larisa Masliukova Direct tel: +27 (0) 11 295 5261 Cell: +27 (0) 82 085 9914 Email: LarisaM@nedbank.co.za Investor Relations Vuyo Majija Direct tel: +27 (0) 10 234 5975 Cell: +27 (0) 76 785 3562 Email: VuyoMa@nedbank.co.za