Ladies and gentlemen, welcome to the 58th annual general meeting of shareholders of Nedbank Group. My name is Daniel Mminele, and I'm the Chairperson of the Group. I'm pleased to welcome a number of guests, members of the press, advisors, and senior staff of Nedbank Group who are attending this meeting together with our non-executive directors. It is a requirement that everybody attending the meeting in person sign the attendance register. Should anybody still be required to sign the register, will they please do so now. JSE Investor Services, our transfer secretaries, will be recording shareholders' votes and acting as scrutineers. The notice convening this meeting on page 13 of the AGM booklet has been in your hands for the prescribed period and is taken as read. We are required to note that the quorum and voting requirements on the resolutions to be proposed to this meeting.
In terms of our memorandum of incorporation, the quorum for an AGM is three or more shareholders present and entitled to vote, and shareholders representing at least 25% of the issued ordinary shares. The percentage voting rights required to pass ordinary resolutions is more than 50% of the voting rights entitled to be exercised thereon, and to pass a special resolution is at least 75% of the voting rights entitled to be exercised thereon. The company secretary has confirmed that the necessary quorum is present, and I hereby declare the meeting duly constituted. The documents required by law, including the MOI, the share register, and declarations of interest by the directors, are available from the Group Company Secretary for inspection. If you wish to have sight of these, let us know and the Group Company Secretary will arrange for this.
Turning to the proceedings of the meetings in terms of Section 63, subsection four of the Companies Act, voting may either be by show of hands or by way of a poll. It is my intention to conduct voting on all the proposed resolutions by way of a poll, as in accordance with Section 63, subsection 7A of the Companies Act. We have received requests from a sufficient number of shareholders to conduct voting by way of a poll. For shareholders attending in person, voting will take place via an electronic device. The transfer secretaries have handed a keypad and a smart card to those shareholders present in person and entitled to vote. We will begin with a short demonstration by Lumi on the use of the keypad and then proceed with the meeting.
Thank you, Chair, and good morning to the board, and good morning to everybody that is present here in the room as well as online. As you're all aware, this is a hybrid meeting, so we do have participants both in the room as well as online, and I'll be giving some instruction and housekeeping. Starting with those of you in the room, as the Chair mentioned, for those of you present and entitled to vote and have chosen to vote at this AGM, you would have received a handheld device, a connector, as well as a smart card. Please make sure that the card is inserted correctly, and you should see a list of resolutions up on the screen. What you'll do is you'll use the blue trackball. Those of you that are familiar with the old BlackBerry, it looks just like that.
You'll use the blue trackball to scroll through the resolutions. Click on the resolution you wish to vote on. Press the green button to vote. Make your selection. Press the green button to lock in your vote, and then again, press the green button to move on to the next resolution. Once you've gone through the entire list of resolutions, you will be shown a summary page of all the resolutions and how you voted for them. If you've made a mistake, just go to the relevant resolution, click the button, the trackball in the middle, re-enter your vote, and click the green button to submit. With regards to Q&A for the in-room participants, please just make sure that when the Q&A starts, that you raise your hand if you wish to ask a question, and very critically, please wait for a microphone to come to you.
The only way that virtual participants will hear your question is if you speak into a microphone. Otherwise, they won't be able to hear what your question is. If you do struggle with the handset at all, Benny, that's up there. If you need any assistance, we'll assist you. Just raise your hand and he'll come through to assist you. The other thing about the keypad, it's not as sensitive as your touch device or smart device, so that does require a lot of love to be given to the keys. Do press hard on those keys. It will survive. Moving to the virtual participants. With regards to your voting, you'll see the voting tab is open in the top left or bottom of your screen. You'll be presented with what looks like an electronic ballot form.
You'll scroll through that ballot form and just click on the option that you wish to make, whether it be for or against or abstain, and you'll see a vote received message. There is no final submit button. If you make a mistake, just click on the next option that you wish to make, and the last option entered is the one that will be taken. When it comes to Q&A for online participants, you have one of two ways to ask your question, either via messaging. In the top left or the bottom of your screen, you'll see a Q&A messaging tab. You'll go into there, type out your message in the chat box, and press the send key. We will then read out your message to the entire group, and the Chair will then ask the relevant person to answer the question.
You can also ask verbal questions. To do that, you'll raise your hand in the Zoom panel. You'll see a Raise Hand icon. If it's not immediately visible, click on More, and then click on Raise Hand. Please wait until you're called upon to speak, at which point you'll be sent an ask to unmute notification. Click on Unmute, and then you'll be free to ask your question. For those of you that are struggling online, there are support details on the info screen, so you can use that. We do have staff members that are online to offer support. With that, Chair, I'll hand the meeting back to you.
Thank you very much. The representatives from Lumi are available, as you've just heard, for any assistance that you may require. Should you require assistance, just please raise your hand and they will attend to you. For shareholders joining the meeting online, please take note of the following. Shareholders who are participating online will be able to view this meeting live, ask questions, submit their votes in real-time if they have not cast their votes via proxy prior to the meeting. All other shareholders who have lodged proxy or voting instructions forms prior to the meeting will not be able to vote at the meeting, as their votes have already been recorded by the transfer secretaries. They may follow the meeting live and ask the board questions. Just to recap on some of the instructions you've just heard.
When we get to the appropriate time, we will take questions from our shareholders, and we'll begin with those attending in person, followed by those participating online, starting with verbal questions and concluding with written questions. All participants joining online have been muted prior to joining the Zoom meeting. If you would like to ask a verbal question during the Q&A section, please click on the Raise Hand button on the Zoom meeting window. If you don't see the Raise Hand button, click on More and you will find it there. You'll receive an Unmute notification request once we call upon you to ask your question. Click on Unmute, and you'll be able to unmute and speak to the meeting. Written questions from shareholders participating online can be submitted by clicking on the Q&A messaging button at the top left of your screen.
They'll be received and read out and responded to when the time is allocated for questions. Please do not, as indicated, post questions to the Zoom meeting chat, as only questions posted in the Q&A messaging will be reviewed and answered. If you experience any technical issues, support details can be found on the info screen on the platform. The voting platform for those who have joined online and who are eligible to vote is now open and will remain open until the proposed resolutions have been dealt with. Those online who are eligible to vote at this meeting may do so now if you wish to, or at any stage during the meeting by clicking on the Voting tab on your screen to view the resolutions to be voted on. The voting options are to vote for, against, or abstain.
To correct your voting choice or voting choices, click on the button of your desired choice or cancel your vote and make a new selection at any time until voting is closed. You must make a single choice against each resolution. There is no submit button. Your votes will be automatically recorded, and the status bar will show your selected choice and how many resolutions you have voted on. The voting platform will remain open for a short time after the last resolution has been proposed to allow you to complete your votes. Once the voting is closed and your last selection will be recorded. The voting results for all resolutions will be announced at the end of the meeting, to allow time for scrutineers to record the online votes. With meeting proceedings and arrangements out of the way, we shall now proceed with the business of the meeting.
The audited financial statements for the financial year ended 31st of December 2024. The directors and the auditors' reports and the report of the Group Audit Committee have been in your hands for some time and are taken as read. I would like to now give a short address to the meeting. The theme of the 2024 World Economic Forum Annual Meeting in Davos, rebuilding trust, has proven ever more prescient as 2024 progressed. In our fractured global landscape, characterized by escalating geoeconomic and geopolitical tensions, environmental crisis, societal upheavals, and rapid technological advancement, the need for renewed trust and cooperation within and across countries and regions has never been more critical. Consequently, financial institutions, including Nedbank, have needed to reevaluate risk management strategies, refine investment approaches, and uphold financial stability in a landscape marked by unpredictability and volatility.
Under these circumstances, we have demonstrated resilience, adaptivity, and steadfast commitment to sustainable growth and purpose-driven banking. As a country, we also faced our own economic headwinds, notwithstanding an overall more positive outlook. Weak SA GDP growth, high but declining interest rates, and muted credit demand have shaped the financial sector's performance. Despite macroeconomic pressures, Nedbank delivered improved financial results for 2024. The 2024 national elections were a defining moment for South Africa, resulting in the formation of a government of national unity. These shifts present opportunities for the country's economic and political landscape. The GNU has created the opportunity for an environment that fosters greater policy certainty and better collaboration in policy implementation, which is essential for stronger and more inclusive economic growth, and thus long-term sustainability. In this context, the financial sector has a critical role to play in supporting infrastructure investment, economic inclusion, and employment creation.
In the wake of the political challenges experienced in passing the 2025 national budget, any reoccurring doubts around the durability of the GNU and its ability to act in the best interest of all South Africans will see confidence among domestic and international investors fade, represent a major setback, and put at significant risk policy certainty, structural reform progress, and implementation momentum, all vital to underpin sustainable economic growth and development. We remain committed to strengthening our collaboration with the government and private sector stakeholders to promote a financial ecosystem that encourages investment, fosters innovation, and accelerates inclusive economic growth in support of national development priorities. Our focus on financing key infrastructure projects, including in energy, transport, and water, is aligned with SA's economic growth and development objectives.
In this context, in 2024, the board of directors focused on several key areas to ensure robustness and strategic growth of the group, and I would like to highlight a few of these at this AGM. Over the past year, our board was strengthened with our appointments of Terence Nombembe and May Hermanus. Their experience in governance, environmental, social governance, ESG, and financial oversight enhances our ability to navigate an increasingly complex operating and regulatory environment. The board also extended the tenure of Brian Dames and Stanley Subramoney, reclassifying them as non-executive directors. In the past week, we also announced that Mary Bomela and Oliver Fortuin have been appointed as independent non-executive directors with effect from the 1st of June 2025.
Their appointments would strengthen the board's skills and experience in key areas of banking and other financial services, accounting and auditing, risk management, doing business in Africa, innovation in digital, and IT and cyber resilience, whilst also enhancing the group's race and gender diversity profile. The percentage of Black directors will increase to 73% and the percentage of female directors to 33% after recently setting a target for 35% of female board representation by 2030. Leadership succession and planning was a central focus in 2024. Jason Quinn's appointment as Chief Executive followed an extensive and rigorous selection process ensuring leadership continuity and strategic alignment. His seamless integration into the role has enhanced stability and confidence to our employees, clients, and stakeholders. Under his leadership, we continue to execute our long-term strategic priorities, balancing growth ambitions with disciplined financial stewardship.
We also appointed Nomonde Hlongwa as Chief Compliance Officer, succeeding Daleen du Toit, who has retired. Concurrent with the strategic reorganization of the group's retail and business banking and Nedbank Wealth clusters, Iolanda Ruggiero, Managing Executive of Nedbank Wealth, elected to take early retirement. In 2024, we also embarked on a comprehensive strategy refresh to align with evolving market trends, client expectations, and competitive dynamics. As part of this process, we identified new transform outcomes that aim to unlock additional growth opportunities, including new initiatives that will make Nedbank compete more effectively in the medium to long term, and as a result, assist the group to make sustainable progress towards our long-term ROE targets of greater than 18%. Jason will reflect on some of these shortly. We also remain committed to maintaining honest and trustworthy relationships with all our stakeholders, both internal and external.
We uphold a strict zero-tolerance policy towards corruption and expect all our stakeholders to adhere to the highest standards of ethical conduct and integrity. With regard to climate and social matters, we expanded the mandate of the Group Sustainability and Climate Resilience Committee, and added expert skills increased sustainable development finance exposures to 26%, or ZAR 183 billion, or 19% of gross loans and advances. We unlocked renewable energy pipelines and disclosed additional carbon emissions baselines. All metrics track in line or ahead of our expectations. We also retained our top-tier rankings on environmental, social, and governance, ESG scores, improved the demographic profile of our workforce, particularly at employment equity, at middle-class and senior levels, and maintained our level 1 Broad-Based Black Economic Empowerment status under the Amended Financial Sector Code for the seventh year in a row.
Lastly, we continue to make enhancements to our remuneration policy, focus on pay differentials, and align remuneration to appropriate financial, strategic, and ESG targets. 2024 remuneration outcomes were well-aligned to shareholder interest and well supported by shareholders during our recent board-led ESG roadshow. The effectiveness of our strategy and impact of our sustainable finance focus were recognized in 2024 when we were named Bank of the Year South Africa by The Banker magazine. Congratulations to every individual, team, and leader across our group for this prestigious achievement. For 2025, Nedbank remains well-positioned to navigate the continually evolving financial landscape. Our improved financial performance, disciplined risk management, and strategic agility provide a solid foundation for sustainable growth. The road ahead will require not only adaptability and resilience, but also a good dose of optimism.
While macroeconomic and geopolitical uncertainties will undoubtedly persist, we are confident in our ability to manage risks effectively, capitalize on emerging opportunities, and continue delivering value to all our stakeholders. We reaffirm our commitment to responsible banking, sustainable finance, and inclusive economic development. I'd like to express my profound gratitude to numerous individuals and groups who contribute to the success and vitality of the Nedbank Group. To our board members, your collegiality, guidance, and wisdom serve as both an inspiration and crucial guide for our strategic decisions. To Jason and the Group Exco, thank you for your leadership and commitment, which ensures that strategic decisions are executed with care and diligence as we deliver to our stakeholders.
The dedication and determination of the people of Nedbank to confront the challenges of a difficult operating environment and deliver on Nedbank's purpose to use its financial expertise to do good has been an inspiration to me. To our clients and shareholders, thank you for your trust and support. Together, we will continue to build a future where banking serves as a catalyst for economic growth and sustainable progress. Lastly, we are deeply saddened by the news of the untimely passing of our fellow board member, Errol Kruger. Errol was not just a colleague but a dear friend to many of us. Other than his humility and kindness, and being a great pillar of strength on the Nedbank boards in recent years, Errol will also be remembered for his exceptional stewardship of the South African banking sector during the global financial crisis of 2008.
I will now hand over to our Chief Executive Officer, Jason Quinn, to give a few reflections on his 12 months at Nedbank.
Thanks very much, Chair. As you rightly said, the operating environment 2024 was challenging for us and our clients, as evidenced in South Africa's GDP growth of only 0.6% being below the 10-year average of 0.8%. The first half of last year was particularly challenging given the uncertainty ahead of the national elections. However, witnessing a peaceful and fair outcome of the elections and the swift formation of a Government of National Unity brought cautious optimism to financial markets. As the year progressed, we saw some positive shifts. With inflation declining further towards the low end of the SARB target range. The MPC cut interest rates and business confidence improved. Despite these improvements, household credit growth slowed, and corporate industry credit growth was volatile, not yet reflecting a significant boost in fixed investment activity. I was proud of the resilience and progress we demonstrated during 2024.
In this context, the group's headline earnings increased by 8% to ZAR 16.9 billion, and the group's ROE strengthened to 15.8% from 15.1% in 2023, reflecting steady progress towards our ROE targets. Diluted HEPS increased by 11%, benefiting from the share buyback we executed in 2023. Shareholders were rewarded by the stronger Nedbank share price, which increased by 30% in 2024, well ahead of the FTSE/JSE SA Banks Index, which increased by 17%. The total dividend declared also increased by 10%. After a year in the role as chief executive, I'm confident in the strong foundations that Nedbank has built. These foundations include a fortress balance sheet, improving financial performance, a strong and vibrant culture that is service orientated, a focus on diversity, equity and inclusion, leading ESG credentials, a modernized technology platform, and various strong and leading businesses that underpin our growth prospects going forward.
A key highlight of 2024 was the completion of our Managed Evolution IT transformation, which delivered a refreshed modern technology platform. The benefits of this transformation are evident in ongoing strong growth in digital metrics, market leading client satisfaction outcomes, solid main bank client gains, higher levels of cross-sell, and the realization of benefits through our Target Operating Model and expense optimization programs. The completion of Managed Evolution and our Target Operating Model programs positioned the group well for a strategy refresh that the board, Group Exco, and I were fully aligned behind. Under a perform agenda, we'll continue to deliver on the strategies we have in place and manage the business carefully within the changing operating context.
Under a transform agenda, we aim to unlock new transformational growth opportunities that will make us compete more effectively in the medium to long term, and as a result, deliver sustainable growth to achieve an ROE of greater than 18% in the long term. Our various transform initiatives can be summarized into five broad categories. Unlocking value from the technology investments we've made over the past 10 years, while investing in data and AI capabilities. Scaling out our retail business to reduce its cost income ratio and increase ROE. A key initiative includes growing and selling our insurance products into the Nedbank client base and improving client penetration. Diversifying our portfolio into new segments and markets. Here, for example, we're planning to grow our presence in East Africa through a CIB-led approach by leveraging our strengths to increase revenues.
We also look to leverage our sector skills and expertise in CIB to build out a corporate transactional franchise. We look to grow our presence also in the mid-corporate market following the launch of a new dedicated offering. Expanding more deliberately into key SADC and East African countries. In this context, we are also finalizing a strategic review of our financial investment in ETI and will provide feedback to shareholders in due course on that initiative. All of these initiatives will leverage the group's strong foundations and areas of expertise, helping us to become more competitive and unlock new revenue and cost optimization opportunities. We've also embarked on an organizational restructure of our retail and business banking and Nedbank Wealth clusters, evolving into an organizational design more focused on client centeredness.
The new group structure, which will be effective from the 1st of July, will see the creation of a personal and private bank, a cluster focused on individual clients, providing a full suite of solutions to these clients across various segments. The reorganization will also see the creation of business and commercial banking, a cluster focused on juristic clients covering the spectrum of SME, commercial, and mid-corporate clients while elevating the cluster to the Group Exco level. This restructure will sharpen our execution of strategy, enable us to compete more effectively in the market, improve levels of cross-sell, and unlock new growth opportunities. We are on track to give effect to all of these changes by the 1st of July. I'd like to thank the board, Group Exco, the entire leadership team for helping me transition smoothly into this role.
I also appreciate the commitment and support of all Nedbank colleagues over the past year. Thanks also to our 7.6 million clients for trusting us with your financial needs, and to the investment community, regulators, and other shareholders or stakeholders for your support. As Nedbank, we will continue to play our role in society as we fulfill our purpose of using our financial expertise to do good. We plan to update the market on the financial progress we're making as part of the group's pre-close update on the 24th of June in a few weeks time, which will be hosted by our CFO, Mike Davis, where we expect to confirm that our performance for the first half of 2025 will be in line with our previous guidance. Thank you, Chair.
Thank you, Jason. I will now hand over to Linda Makalima, Chairperson of our Group Transformation, Social and Ethics Committee, to report on that committee.
Chair.
Thank you, Mr. Chair. Please, if I'm out of line, I would like to comment on your report as well as Mr. Quinn. Can I go yet or would you like me to do it later?
Thank you very much. We have made provision for interaction after the report from the Group Transformation Social Committee. Maybe we will give you a chance to make your comments then before we open the general Q&A session. If you would allow us to maybe receive the report.
Thank you.
As I said, we will give you an opportunity.
Thank you so much.
Linda?
Thank you, Chairman. Good morning, everyone. The report of the Group Transformation, Social and Ethics Committee, as required in terms of Section 61A (8) (4) of the Companies Act and Regulation 43 (5) (C) of the Companies Act, is included in the governance report, which is a supplementary report to the 2024 integrated report, which is available on our website. We have a video to present to shareholders on the activities of the committee during the year. You will have seen the introduction at the start of the AGM. The second part will be played now, and the third and final part will be shown while the votes are being counted at the end of the meeting.
Our commitment to a better future is grounded in alignment, ensuring our actions reflect national and global ambitions. We evaluate every priority through the lens of South Africa's National Development Plan, the African Union's Agenda 2063, and the United Nations' 17 Sustainable Development Goals. By aligning 74% of the SDG targets with South Africa's NDP and addressing additional goals through other sectorial programs, we ensure our initiatives contribute meaningfully to eliminating poverty, reducing inequality, and fostering long-term growth. Some goals are global, others are uniquely South African. Whether it's supporting major infrastructure projects like the Durban Port or promoting sustainable capital growth, we understand that a thriving future requires an integrated approach, one that brings together government, business, and society.
Our actions speak louder than words, with ZAR 6.4 billion invested in skills training, with ZAR 5 billion dedicated to empowering Black people, and ZAR 3 billion supporting Black women. Furthermore, over 13,500 youth employment opportunities through the YES program were created, with two-thirds being female and 71% supporting dependents. ZAR 130 billion in local procurement was achieved, including ZAR 39 billion with Black-owned and ZAR 26 billion with Black women-owned businesses, resulting in a 28% increase in supplier support since 2018. Through enterprise and supplier development, we've provided ZAR 175 million in grant funding, helping over 5,900 businesses and creating 3,345 jobs. Our Nedgroup Mohale Trust funded ZAR 200 million and ZAR 8.6 million in mentorship drives for sustainable growth and innovation. Our green economy social impact strategy isn't just a vision, it's a reality.
We've created 2,173 jobs, supported 972 enterprises, and developed 1,882 new skills, delivering a social return on investment of 3.92. We believe that empowering communities starts with education. We've invested ZAR 174 million in consumer education, reaching approximately 100 million people nationwide. We know that education transforms lives, and that's why our empowerment financing has grown from ZAR 1.1 billion, funding 5,700 student beds in 2018, to ZAR 5.7 billion, supporting 47,963 beds in 2024. Additionally, 1,389 external bursaries amounting to ZAR 137 million have unlocked futures for countless students. For seven consecutive years, our Level 1 B-BBEE status reflects our unwavering commitment to transformation, inclusivity, and sustainable growth. We're redefining learning in the digital age. Since adopting the AI-driven EdCast digital learning platform in 2021, we've created personalized, self-led learning experiences to empower our employees for the future.
In 2024, advanced AI capabilities have further enhanced our learning design, improving access, localization, and content creation, resulting in a 55% increase in course completion and 42,000 new skills logged. Our learning programs change lives. Bheki Mhlongo's journey from security guard to Senior Learning and Development Manager reflects the transformative power of continuous learning and mentorship. His story embodies how we empower individuals to reach their full potential.
My name is Bheki Mhlongo, born and bred in Alexandra Township. I currently live in Midrand. I'm a father of three, married for 19 years, and I work for Nedbank. The bank's investment in me has been tremendous. Coming in from the levels that I started in and having opportunities to take up a learnership, for example, and sit into different learning and development conversations has really added so much value. For me, most importantly is the relationship that I had with the people within the bank. People who allowed, who invested their time in guiding me on my aspirations. We have amazing platforms within the bank. We have what we call the DLP, the digital learning platform, which is a sea of learning platforms. Once you go in there, you can fly into LinkedIn, Udemy, many other platforms that are connected in there.
I came here as a very small person, not knowing so many things, the opportunities I got have really added so much value and made me who I am today.
We're not just imagining a better tomorrow, we're building it. Every milestone, investment, and empowered life brings us closer to a more inclusive, innovative, and sustainable South Africa. By aligning purpose with progress and impact with intention, we continue to turn bold ambitions into measurable change.
Thank you, Chairman. I hand over back to you.
Thank you. Thank you, Linda. We will now deal with questions on the business of this annual general meeting, the financial statements, and all the proposed resolutions as set out in the notice of the AGM, which are taken as read. All questions that you may have should please be asked now, as we do not have another Q&A agenda item. Before I take any questions, let me give the gentleman at the back an opportunity to make his comment as requested. Sir, if you may please start by introducing yourself.
Thank you, Mr. Chairman. I would like to first say my name is Leon Smith. I am a client since Nedbank up till now. I am 81 years old, and I thought, well, it will be appropriate if I say these few words today. Also, first I would like to comment on your closing remarks. Together we will continue to build a future where banking serves as a catalyst for economic growth and sustainable progress. Sir, I have read your chairman's report, and I would like to comment on it and say thank you. We note it, but also thank you for your input as chairperson. To Mr. Quinn, Jason, your report also, I read it, and I would say that for a year you have done good, but I have not seen you at any of the branches. You moved too bloody quickly, sir. Then to Linda.
Linda, I think if I am correct, you have taken over from Daleen du Toit. Is that correct?
Sir, Linda is the chairperson of our Group Transformation, Social and Ethics Committee. The colleague who's taken over from Daleen du Toit is Nomonde Hlongwa.
Thank you. Sorry, Linda. As I said, my wife was in hospital for six weeks now. She's just been discharged, so I didn't have much time to read the full report. If I can get a hard copy, I would appreciate it, because I like to highlight certain things and so on. Mr. Chair, also I'll comment on the report. It's an excellent report, and I think that whoever sort of compiled and put this together, my congratulations, sir. It is really something outstanding. Nedbank is not one of the big banks. Since I've came from Nedbank up till now, I can assure you can walk into any Nedbank and you will find that the staff are very well competent, and they know what they do.
I can basically, not going to say something here now, but I would like to convey to Mr. Jason Quinn, something which I don't want to say in this meeting. I would like to say that if you would allow me. As a person that has come many years through Nedbank. In the 1970s, I was, this I would like to have it recorded because I don't know when it will ever been recorded. In the 1970s, I was the person who helped stop the run on Nedbank. If it wasn't for me, it wouldn't have happened. I can assure you that. You can go and check with Richard and with all the other directors. I basically helped the bank to sort of, they closed their doors, but they opened it that same Monday. There was sufficient funds again.
Not because I'm so good, but because I was in a position to sort of move money very quickly at that time from the Building Industries Recruitment Fund and from the industrial councils and all that. All I'm saying is that I would like this to be recorded so that the young people know that Nedbank has come a far way since then also, and with its staff. I would like to also mention, sir, that what has been said here, about the fact that, Mr. Quinn, 7.6 million clients. We've lost clients to Capitec and to others. I can assure you, let's see. I've got something up my sleeve that I will tell you, and it's up to you guys if you want to use it. Anyway, I don't know for how long. I'm a pensioner. How long I will still around.
I still invest in gold since the 1980s and 1990s. At the end of the day, I would say, sir, that the staff and the executive, I wish you all well for this new coming year. I hope I can be here at the next AGM. I haven't been here for quite a while. I was in hospital myself. At the end of the day, sir, I don't want everybody to waste their time now and waste their time in this sort of session. I would like you to make sure that employment, we must get employment going. Linda, employment is the most. We spend a lot of money for bursaries and all that, but employment. If we don't employ our people in South Africa, we are doomed. Therefore, my wishes also to your report and everything, please, it's a team effort.
Sir, I thank you, and I thank everybody for the opportunity to speak here. I hope that this little bit of history will go down in the history of Nedbank. Thank you so much, sir. Thank you for the opportunity.
Thank you, Mr. Smith, for those kind words. In particular, thank you for your trust and confidence over so many years. We will do our best to continue looking after you. We also thank you for the various inputs that you've made and the kind words you've said about both our addresses, about our staff, about Nedbank. We really see that as a source of inspiration and encouragement as we go forward. I'm sure Jason will be happy to receive any further input that you may have. W e will get in touch with you and make arrangements for us to receive any further input and suggestions you may have for us. Thank you very much. Right. With regard to questions from the business of this annual general meeting, are there any questions from shareholders in the auditorium?
Me, please. Karishma Bhoolia from Just Share.
Yes.
Thank you for the history lesson, Mr. Smith. I want to continue that. I think Just Share is happy with a lot of the stuff that Nedbank has been doing. In particular, we're looking forward to your just transition approach in 2026. This is a much needed addition to your climate strategy, and we are really looking forward to it. What we do want to ask, though, is given Nedbank's continued assertion on the importance of gas as a transition fuel, we have two questions about your 2025 net zero fossil fuel exposure target. Nedbank has prioritized upstream oil and gas. In your reports, we do not see any mention of mid and downstream oil and gas. We would like the board to confirm what Nedbank's current exposure is to mid and downstream oil and gas.
Secondly, given the Group Sustainability and Climate Resilience Committee has already approved the metrics and targets of the transition approach, could the board please comment on whether the 26% reduction glide path for oil and gas, which is the target you already reached last year, is ambitious enough to actually get to net zero fossil fuels by 2045?
Thank you. Question. Yes, indeed. We are in the process of compiling our just transition plan, which we'll be happy to present once completed. I would like to invite my colleague, Mr. Brian Dames, who is the Chair of our Group Sustainability and Climate Resilience Committee, to comment on some of the issues you raised.
Thank you for the question. I think Mike and the team can deal with the midstream exposures and the downstream exposures. As far as that is concerned, I think it's all included in our reporting, Mike. Regarding the second question, when we set out our glide paths, we were well informed by the IEA's net zero strategy as to how do you get to net zero by 2050. Similarly with thermal coal, where we set a clear cap, similarly with oil and gas, we have used that as our glide path, and that is our target. We feel it's appropriate in the context of where we find ourselves as a country, where we find ourselves as a region, and the huge importance of ending up with a cleaner, more competitive economy. Thank you, chair.
Thank you very much.
Yeah, thanks again for the question. In terms of downstream, midstream, less progress. Focus to date has been on upstream. We are progressing with regards to mid and downstream. As we've hopefully demonstrated in our ongoing environmental report that we continue to make progress as it relates to glide paths, both from an emissions perspective, on balance sheet perspective, whether it be thermal coal, oil and gas, and power generation, and then the quantification of effectively emissions across other lending portfolios. Hopefully we continue to demonstrate we're moving along with the likes of Just Share towards that transition, which also refers to your question as we migrate to mid and downstream.
Thank you, Brian and Mike. I see there is another question.
One follow-up on the midstream and downstream. In terms of timeline for quantifying the mid and downstream, what are we looking at?
We have not disclosed timelines at this particular point. Again, continue to track progress through our environmental reporting.
Thank you.
Thank you, Karishma, and thank you, Chair. Good morning, everyone. My name is Apheenda Rabe from Just Share. My question is, let me start by saying that, we as Just Share, we recognize and also welcome the publication of the group's positions, and we are also looking forward to the publication of the transition plan in 2026. We are also looking forward to the publication of the group's transition plan in 2026. My question is, since we know that Nedbank is recognized as a leader on the nature-based policy, how will Nedbank use its leadership position to drive a broader systematic change? Thank you.
Thank you very much for that question and for recognizing our leadership. I guess the way we do it, by continuously engaging with stakeholders, by ensuring that our disclosure, our reporting, continue to meet best practice and in the process, hopefully contribute to generally uplifting reporting and disclosure standards in the industry. Do we have any further questions? If not, we will now take online verbal questions. Andre, are there any questions from shareholders online?
Chair, currently as it stands, there are no hands raised. If you could maybe just give it 10 or 15 seconds to see if anybody wishes to ask a verbal question. Chair, there are no hands raised for verbal questions.
I see we've got questions on the screen. Can I ask you to read out the first question, please?
Yes, Chair. The first question or the first message is from Gwendolyn Wellman. The message reads as follows: In 2015, Nedbank financed a transaction enabling the issuance of 20% equity in the Somkhele Mine to a special purpose vehicle benefiting the Mpukunyoni youth mine employees. Since then, serious human rights abuses linked to the Tendele Coal Mining operations have been documented in affidavits and court proceedings. Given Nedbank's public commitment to the UN Guiding Principles on Business and Human Rights and its stated stance on non-thermal coal financing, what specific steps has Nedbank taken to review its relationship with the Tendele in light of these developments? Furthermore, will Nedbank commit to conducting and publishing a human rights due diligence report concerning its historical and current financial involvement in the Somkhele Mine?
Thank you for that question. I may start and see if colleagues may wish to add. As a general principle, we do not comment on specific individual transactions as they regard to our involvement. The general approach is for Nedbank to uphold the highest ethical and conduct standards, and we conduct very carefully due diligence, in any involvement, in any projects that we become involved in to ensure that they confirm with our purpose, with our values, and that informs any involvement, any transactions. We're not in a position to comment on specific transactions given the confidentiality provisions that underlie the interactions with specific clients. [Inaudible] ?
Maybe, Chair, just to add. In the case of any project finance deal where there is an issue, obviously, we don't only do an initial SEMS process. We do ongoing SEMS reviews. We do ongoing due diligence. In the case where appropriate, we engage with the community. Again, due to confidentiality, we can't share ongoing due diligence reports, et cetera, with the public.
Thank you, Mike. Andre, would you like to read the next question for us, please?
Yes, Chair. We have four questions from Makhuli Ngubane from ESG Insight SA. Would you like me to read them all out or one at a time, Chair? One at a time. Question one, with regards to executive remuneration and alignment. The STI pool increased by 11.6% while headline earnings grew only 8%. Can the REM Code disclose the specific metrics, weights, and thresholds used in the non-financial modifier, particularly regarding ESG or transformation progress, and clarify what these adjustments justify the STI uplift?
Thank you for that question. I will ask the Chair of our Group Remuneration Committee, Hubert Brody, to respond to that.
Thank you, Chair. Firstly, I'd like to make it clear that the non-financial modifiers is actually not the main reason why there wasn't an uplift in the STI pool this year. I'll just quickly deal with the uplift before I speak about the non-financial modifiers.
We actually explain this on page 68 and page 78 of our governance report, you would have probably read it there. That create quite a meaningful variance in those years, every year in the pool. Even if you have, let's say, 11% growth in profit, but as an example, was way underneath what target was, you're certainly not going to get your STI pool growth at the same level.
We demonstrate that on a number of graphs on page 68, where, for example, last year, the 2023 financial year, headline earnings was 11% up, DHEPS was 14% up, but the pool was only 4.5% up. That was very much driven by still being below target for the year and also making some downward adjustments in the pool because of the quality of earnings, particularly coming out of ETI. This year, as you've quite correctly mentioned, the STI pool grew faster than headline earnings. I'd like to first point out that that's headline earnings, but on a headline earnings per share basis, these two numbers are very much closer to each other, 11.6% pool up but 10.6% the headline earnings per share was up.
The performance this year from a quality of earnings point of view and compared to what our targets for this year was much more closer aligned. Naturally, the base effect of last year where we had very low growth in the pool, therefore creates the high increase in the pool to this year. That is the main reason why the pool has grown. Base effects from last year and then quite a performance very close to what the targets for this year was. It's correct that we have non-financial modifiers in the pool, and you can't purely remunerate executives, staff right through an organization purely on financial achievement. There are other, more strategic, whole range of other objectives that people need to achieve through the year. That is sort of more of a judgmental process. You can't have an exact scorecard for that.
It's more of a qualitative process. Those goal commitment contracts of the executives are from page 93 of all of the executives on the executive team are from page 93 in our integrated report. You can see them there, and you can see the extensive nature of the goal commitment contract measurements that take place. The maximum adjustment in a person's STI because of performance on goal commitment contracts is 20%. We weren't close to that. We were below 10% in the aggregate for goal commitment contract adjustments. There was some uplift, although, as I mentioned, not the main reason for the uplift, but there was some uplift due to very good performance over this year in our BEE improvement of EE levels at senior and middle levels across the group.
Chairman, as mentioned, the detail are in the integrated report of the different components of the non-financial modifiers. I'd suggest look at page 68, 78, and 93 of the integrated report. You'll get the components there. Thanks, Chair.
Thank you. Chair, the next question is on the topic of board over-boarding and Audit Committee independence. The message is as follows: given that Mrs. P. Langeni serves on five listed company boards, two as chair, how does the board assess her capacity to fully discharge her fiduciary duties, especially as a member of the Audit Committee? Has any independent workload assessment been conducted to address potential over-boarding concerns?
Chair, I'll take that.
Yes.
Thank you. Thanks, Chair. Thanks for that question. Phumzile is a highly dedicated member of our board, Chairman. Phumzile has a near faultless attendance record. In fact, 100% attendance record during 2024. Phumzile is always 100% prepared and on time and is a highly respected and appreciated value-adding member of our board. I've also experienced this about Phumzile for many, many years in the past. Our limit is that a director can be on four boards outside of Nedbank. It's four plus one. That is the test that we do. That's why technically the number of five that you mentioned is correct.
What I think is important to mention is that the four in the case of Nedbank or in the case of our calculation, is that she is on two of the five operating boards relating to DP World's acquisition of 100% of Imperial Logistics in 2022. We've taken a slightly conservative stance in listing them both as separate boards. You could probably also argue that we are actually inside of lower than the actual limit, but she is on our four plus one . We also sort of take qualitative matters into account over and above just the number, which we look at, and qualitative matters around the nature of the boards, the size of the boards, the nature of her workload on other boards. The central bank and the Prudential Authority scrutinizes this as well carefully, Chairman.
Particularly when we appoint a new director, both us and the PA perform this detailed workload assessment that was referred to. We are satisfied that Phumzile can absolutely handle the volume of work. Our experience is that she's highly diligent, and there's never been an issue with this, Chairman. Thank you.
Thank you very much, Hubert. Just to add from my position as chairperson, I'm completely comfortable that Ms. Langeni has sufficient capacity to serve and contribute to both the board in general, but to the audit committee and other committees that she sits on in particular. We have no issue in that regard. I fully support what Hubert just said. In terms of the second part of your question, in addition to what has been said around the level of scrutiny that our regulators employ in assessing capacity and issues of our board. We also conduct regular evaluations of the committees, including every two years, an independent external assessment around committees and members. We have not had any issues in that regard that gave us reason to pause and consider Phumzile's position on the board. She continues to be a highly valued member of our board.
Shall we ask the next question?
Mr. Chair. Sorry. In my opening remarks, I wanted to refer to this. I think Phumzile and Mr. Dames are the two persons which would be added on to much towards the future of our country in mining and the environment. I just wanted to add that. I didn't do it in my opening remarks and so on, but I would like to add this, that Phumzile is a person that can bring the expertise that we need with Mr. Dames and herself. Okay.
Thank you very much. Shall we take the next question, please?
Yes, Chair. The next question, still from Makhuli Ngubane, on the topic of litigation and reputational risk management. In the light of ongoing legal disputes, including the ZAR 106.8 million claim from the TSDF and allegations from the SIU, what proactive steps has the board taken to strengthen governance, reputational oversight, and litigation risk frameworks?
Thank you very much for the question. As you indicated, the issues pertaining to those legal disputes are ongoing. We have previously commented that we do not accept those claims and have indicated that as far as we are concerned, there has been no evidence that has been produced to suggest that Nedbank employees have been involved in any corruption or in any collusion with regards to the underlying swap transactions that are being referred to. We have indicated that we are defending these claims in court and where appropriate, will pursue counterclaims ourselves. In that regard, we're comfortable and continue as part of continuous improvement, not in reaction to what is being referred to. We continuously make sure that we strengthen our governance processes and our risk and legal frameworks, but as part of ongoing continuous improvement, not in reaction to this particular case.
Okay. Then the last one from Makhuli Ngubane. His last question. Climate and ESG expertise on the board. With climate risk oversight now falling under the expanded GSCRC and with Brian Dames' tenure extended, what is the status of Nedbank's commitment to appoint additional independent directors with deep climate and biodiversity expertise to strengthen governance capacity?
Thank you very much for that question. Just by way of clarification, climate risk has always been part of the committee's mandate. The expansion was to broaden the responsibility to include sustainability issues on a broad front. You're quite right. This is a new area in boards and very scarce skills to come by. It is for that reason that I'm very grateful to Brian that he's agreed to continue serving on the board while we are replenishing the board and recruiting new members for that committee. We are actually, as we speak, in the process of evaluating candidates, and I am confident that reasonably soon we'll be able to announce new appointment with those specific skills.
Chairman, I could just add that the other members of that committee do have requisite skills to serve on that committee as well. For example, chairman has been a member of the Presidential Climate Finance Initiative and also some of the other members, someone like May Hermanus, that joined us a year ago. May has equally, as deep and extensive experience in sustainability, mostly in the mining and extraction industries. Yes, Brian is giving great leadership, is bringing significant experience, but we have a very solid committee around him. Furthermore, we are well advanced in actually recruiting, well, further members of that committee with Brian's type of experience. We are satisfied that, within the next year, we will appoint an appropriate successor to Brian on that, either from the members of the committee or from the outside for Brian. Thanks, Chair.
Thank you for that, Hubert. Let's move on to the next one.
Thank you, Chair. Lastly, we have a question from Christopher Logan with an added piece to it. Mr. Logan says, "Congrats on your aspirational targets, such as ROE of 18% in the long term, as well as your excellent integrated annual report and model hybrid AGM. In your integrated report, you mentioned that SME banking has emerged as the next battleground and that key investor concerns include the potential impact of Capitec replicating its retail market successes in the SME market.
Given the importance of the SME market to Nedcor, can you please provide greater detail on the dynamics currently impacting this battleground?" Then with the added comment, "I realize Capitec is not a universal bank, but given its impact on the banking sector, its size now rivaling FirstRand, and its reported ROE of 29%, is it not time Nedcor included Capitec in the very informative tables of performance of Nedcor and its rivals on page nine of the integrated annual report, which tracks key metrics such as ROE and cost to income?
Thank you. I will ask Jason to take both those questions.
Thanks very much, Chris, for the compliments around our reporting and the format of our AGM. Yes, clearly, if you look across our economy at the moment, you heard us talk about the relatively slow GDP growth. If you look across the continuum of our client base, you'd see relatively low growth in the individual segments and also in the corporate segments. Across the economy, the one part of the economy that we do see growth in is in SMEs, commercial and mid-corporate clients. Chris, that's very much one of the reasons that we've elevated and created business and commercial banking at the Group Exco, to become more competitive in that space. Certainly Capitec joining that, and it's already a contested market between the big four banks all looking to serve that segment better.
With us, it's not just about the creation of business and commercial bank. Clearly within that, our plans are to create sector specialization. Within sectors such as logistics, agriculture, mining, retail to some extent, we have great propositions ahead of us to be able to offer those sectors and serve them better. We're also looking heavily at technology there, Chris. That segment in the market is relatively invested in cash. As we assist our clients on a journey away from cash into more modern ways of payments and digitized banking processes, we think we've got a lot of value to add as Nedbank leaning on our strong foundations. A great point. We clearly, internally, analyze all of our competitors in great detail. Checking ourselves relative to our strategies and our performance compared to the market, including Capitec.
No doubt, Capitec is, as you say, a strong rival. No longer a small bank, and there's no reason for us not to add in page nine going forward. We'll consider adding them as a competitor in the sectors that we compete. Of course, there's some sectors we don't compete. Thanks, Chair.
Thank you, Jason. I believe, Andre, we've dealt with all the questions.
That's all the questions, Chair.
Thank you very much. We now move to the proposed resolutions. I remind shareholders attending in person and online that you may submit your votes on all resolutions at any time during the meeting. After proposing all resolutions, the voting platform will remain open for a short period to allow you to complete your votes. We now move on to directors' appointment resolutions. The CVs of all directors being put to shareholders for election or re-election are included in the AGM notice. Starting with ordinary resolution 1, which relates to the election of a director of the company appointed during the year. The board appointed May Hermanus as an independent non-executive director of the company with effect from the 15th of July 2024. May is obliged to retire in terms of clause 2515 of the company's MOI and being eligible, offers herself for election by shareholders.
I propose that May Hermanus be elected a director of the company. Please indicate your vote on your handsets or indicate your vote online. Moving to ordinary resolutions 2.1- 2.4, re-election of directors retiring by rotation. You are now asked to consider the re-election of those directors retiring by rotation in terms of the MOI. The board supports the reappointment of the directors who are retiring via rotation. The retiring directors being eligible and who make themselves available for re-election are Hubert Brody, Phumzile Langeni, Rob Leith, and Stanley Subramoney. We shall be dealing with the re-election of each of the retiring directors individually. Resolution 2.1. I propose that Hubert Brody be elected a director of the company. Resolution 2.2, I propose that Phumzile Langeni be re-elected a director of the company. Resolution 2.3, I propose that Rob Leith be re-elected a director of the company.
Resolution 2.4, I propose that Stanley Subramoney be re-elected a director of the company. Kindly indicate your vote on your handsets or indicate your vote online for each resolution. The next ordinary resolutions, 3.1 and 3.2, pertain to the reappointment of independent external auditors. You are now asked to consider the reappointment of external auditors, Ernst & Young Incorporated, with Rohan Baboolal as designated registered audit partner and KPMG Incorporated with Joelene Pierce as designated registered audit partner for the ensuing year, as per the requirement of Section 90 of the Companies Act and the relevant provisions of the Banks Act. Their reappointment has been recommended by the Nedbank Group Audit Committee with endorsement of the Nedbank Group board.
Resolution 3.1, I propose that Ernst & Young Incorporated be and is hereby reappointed as external auditor to hold office from the conclusion of the 58th annual general meeting until the conclusion of the next annual general meeting of Nedbank Group. Resolution 3.2, I propose that KPMG Incorporated be and is hereby reappointed as external auditor to hold office from the conclusion of the 58th annual general meeting until the conclusion of the next annual general meeting of Nedbank Group. Please indicate your vote on your handset or vote online for each resolution. We move to ordinary resolutions 4.1- 4.4, appointment of the Nedbank Group Transformation, Social and Ethics Committee members.
Section 72 of the Companies Act requires, among other things, that at each AGM of a public company, the shareholders elect a social and ethics committee comprising at least three members, the majority of which must be directors who are not involved in the day-to-day management of the business of the company and must not have been so involved at any time during the previous three financial years. The board has reviewed the composition of the Group Transformation, Social and Ethics Committee against the requirements of the Companies Act and confirms that the committee complies with the relevant regulatory requirements. The board recommends the election of the members. We shall be dealing with the election of each of the Group Transformation, Social and Ethics Committee members individually. Resolution 4.1, I propose that Linda Makalima be elected a member of the Group Transformation, Social and Ethics Committee.
Resolution 4.2, I propose that May Hermanus be elected a member of the Group Transformation, Social and Ethics Committee. Resolution 4.3, I propose that Jason Quinn be elected a member of the Group Transformation, Social and Ethics Committee. Resolution 4.4, I propose that Stanley Subramoney be elected a member of the Group Transformation, Social and Ethics Committee. Please indicate your vote on your handset or indicate your vote online for each of the resolutions. We move on to ordinary resolutions 5.1- 5.5, appointment of the Nedbank Group Audit Committee members. The board believes it is good governance for shareholders to vote on the appointment of the members of the Group Audit Committee and has elected to propose the appointment of the Group Audit Committee members annually.
The board is satisfied that the membership of the Group Audit Committee meets the requirement of the Companies Act and the Banks Act, and that the committee complies with the relevant regulatory requirements, and that the members have the necessary knowledge, skills, and experience to enable the committee to perform its duties in terms of these requirements. The board recommends the election of the Group Audit Committee members. Before we commence with the election of each of the members, shareholders are referred to the announcement released on SENS on the 9th of May 2025, where shareholders were notified of changes to board committees following the sudden passing of Errol Kruger on the 26th of April 2025. Ordinary resolution 5.3 regarding Errol Kruger's election to the Group Audit Committee was subsequently withdrawn. We shall be dealing with the election of each of the members individually.
Resolution 5.1, I propose that Neo Dongwana be elected member of the Group Audit Committee. 5.2, I propose that Hubert Brody be elected a member of the Group Audit Committee. Resolution 5.4, I propose that Phumzile Langeni be elected a member of the Group Audit Committee. 5.5, I propose that Terence Nombembe be elected a member of the Group Audit Committee. Please indicate your vote on your handset, or indicate your vote online for each resolution. Ordinary Resolution 6 deals with placing the authorized but unissued ordinary shares under the control of this. This authority granted to the directors at the last AGM expires at this meeting. In the directors' opinion, it is desirable that the unissued ordinary shares should remain under the control of the directors.
The board has reviewed the practice of issuing shares against the merits of acquiring shares in the open market for purposes of meeting the obligations under the Nedbank Group (2005) Share Option, Matched Share Option, Restricted Share Schemes, collectively Nedbank Group (2005) Share Scheme. The authority to place authorized but unissued shares under the control of the directors will be used only for the purposes of the Nedbank Group (2005) Share Scheme in the event that, in the opinion of the Nedbank board, it was not appropriate for Nedbank Group to acquire shares in the open market. This authority is limited to 6,239,676 shares, representing approximately 1.28% of the number of ordinary shares in issue as at the 1st of January 2025.
It is further limited to existing contractual obligations and issuance under the Nedbank Group (2005) Share Scheme only. The authority granted in terms of this ordinary resolution will remain valid until the next annual general meeting of the company to be held in 2026, at which meeting a similar resolution will be put to shareholders for approval. Accordingly, I propose that the authority is granted to the directors to issue ordinary shares in the share capital of Nedbank Group on such terms and conditions, at such times as they deem fit, subject to the provisions of this resolution, the Companies Act, the Banks Act, and the listing requirements of the JSE. I now put the resolution to the meeting. Please indicate your vote on your handset or indicate your vote online.
The next ordinary resolution number seven deals with placing 500,000 authorized but unissued A non-redeemable, non-cumulative, non-participating perpetual preference shares under the control of the directors. Nedbank Group's A non-redeemable, non-cumulative, non-participating perpetual preference shares qualify as additional tier 1 capital in terms of Basel III regulatory requirements. The preference shares are intended to provide, among others, an alternative source of capital as well as to provide an attractive dividend-yielding instrument product for corporates and high-net-worth individuals who are seeking a dividend return. Currently, none of the one million A preference shares have been issued by Nedbank Group. Ordinary Resolution 7 is proposed in accordance with the terms of the MOI, subject to the provisions of the Companies Act, the Banks Act, and JSE listing requirements.
Accordingly, I propose that authority is granted to the directors to issue up to 500,000 A non-redeemable, non-cumulative, non-participating perpetual preference shares in the share capital of Nedbank Group on such terms and conditions and at such times as they deem fit, subject to the provisions of this resolution, the Companies Act, the Banks Act, and the listing requirements of the JSE. I now put this resolution to the meeting. Please indicate your vote on your handset or indicate your vote online. Moving to Ordinary Resolution 8, placing 200,000 authorized but unissued cumulative redeemable non-participating preference shares under the control of the directors. The creation of 1 million cumulative redeemable non-participating preference shares by Nedbank Group was approved by shareholders in 2014.
The purpose of these preference shares is to provide flexibility in the nature of financing sources that Nedbank Group has for purposes of funding its business activities in general. The creation of these preference shares provide Nedbank Group with the ability to source funds from either institutional or retail investors through a long-term dividend-yielding instrument that represents a source of stable funding for the group. To date, only 150,000 cumulative redeemable non-participating preference shares of the one million authorized shares have been issued. The company proposes placing 200,000 of the authorized but unissued cumulative redeemable non-participating preference shares in the control of the directors to provide Nedbank Group alternative funding for potential inorganic opportunities. These instruments will support the funding of opportunities that arise from time to time in the most optimal manner.
I propose that the authority is granted to the directors to issue up to 200,000 cumulative redeemable non-participating preference shares in the share capital of Nedbank Group on such terms and conditions and at such times as they deem fit, subject to provisions of this resolution, the Companies Act, the Banks Act, and the listing requirements of the JSE. I now put the resolution to the meeting. Please indicate your vote on your handset or indicate your vote online. We now move to advisory endorsements 9.1 and 9.2 on a non-binding basis of the Nedbank Group remuneration policy and the remuneration implementation report. In accordance with the principles of King IV, shareholders are requested to endorse Nedbank Group's remuneration policy and the report on the implementation thereof. Kindly note that the votes on these advisory endorsements are non-binding.
The board will take cognizance of the outcome of the votes when considering its remuneration policy and the implementation thereof in future, and will seek to engage further shareholders in the event that either has been voted against by 25% or more of the voting rights exercised by shareholders. I now put the advisory endorsements to the meeting. We shall be dealing with each of the advisory endorsements individually. Advisory endorsement 9.1, to endorse through a non-binding advisory vote the company's remuneration policy, excluding the remuneration of non-executive directors for their services as directors and members of the board committees, as set out in the remuneration report contained in the 2024 governance report, which is available on our website.
Advisory endorsement 9.2, to endorse through a non-binding advisory vote the company's remuneration implementation report, as set out in the remuneration report contained in the 2024 governance report, which is available on our website. Please indicate your vote on your handset or indicate your vote online for each resolutions. I'll proceed with special resolutions 1.1 - 1.12, which is about approval of remuneration of non-executive directors. In accordance with the Companies Act, shareholders are required to approve the fees paid to directors in respect of their services as directors. I confirm that only non-executive directors receive such fees. The proposed fees represent an overall 5.6% increase and exclude VAT.
We shall be dealing with the approval of the various fees payable with effect from the 1st of July 2025 individually. Note that the fees payable to the chairs of the respective board subcommittees are 2.5 times the member fees, except for the Nedbank Group Directors of Risk Committee chair fee, which is paid 2.46 times the member fees due to a differential market adjustment required this year. As I am personally conflicted with regard to special resolution 1.1, being the remuneration of the chairperson, I hand over to Jason Quinn to put this resolution to shareholders.
Just flip a page for me.
Thank you.
I propose that the remuneration of the chairperson as set out in the notice be approved. I now hand the meeting back to the chairperson.
Thank you, Jason. I'll deal now with the special resolutions individually. Resolution 1.2, I propose that the remuneration of the Lead Independent Director as set out in the notice be approved. 1.3, I propose that the remuneration of the Nedbank Group board members as set out in the notice be approved. 1.4, I propose that the remuneration of the Nedbank Group Audit Committee members as set out in the notice be approved. 1.5, I propose that remuneration of the Nedbank Group Credit Committee members as set out in the notice be approved. Special Resolution 1.6, I propose that the remuneration of the Nedbank Group Directors' Affairs Committee members as set out in the notice be approved. 1.7, I propose that the remuneration of the Nedbank Group Information Technology Committee members, as set out in the notice, be approved.
Special Resolution 1.8, I propose that the remuneration of the Group Remuneration Committee members, as set out in the notice, be approved. 1.9, I propose that the remuneration of the Nedbank Group Risk and Capital Management Committee members, as set out in the notice, be approved. 1.10, I propose that the remuneration of the Nedbank Group Transformation, Social and Ethics Committee members, as set out in the notice, be approved. 1.11, I propose that remuneration of the Group Sustainability and Climate Resilience Committee members, as set out in the notice, be approved. Finally, 1.12, I propose that the Ad Hoc meeting fees, as set out in the notice, be approved. Please indicate your vote on your handset or indicate your vote online for each resolution. We move to Special Resolutions 2.1- 2.3.
Remuneration of non-executive directors appointed as acting Group Chairperson, acting Lead Independent Director, or acting board committee Chairperson. As detailed in the notice, the board wishes to acknowledge the additional responsibilities and time commitments for non-executive directors who may, in exceptional circumstances, be required to perform the role of acting Group Chairperson of the Nedbank boards, acting Lead Independent Director, or acting board committee Chairperson for extended periods of time. Although the appointments to an acting position would only arise in exceptional circumstances, the board would like the flexibility to consider, and if deemed appropriate, the ability to remunerate that director appropriately for the additional responsibility and time commitments. The board therefore proposes the payment of an additional fee to non-executive directors who are required to perform an acting role. These fees would be in addition to the normal non-executive director's fees as detailed in Special Resolution 1.
These resolutions, if approved, will be with effect from the conclusion of this AGM until the conclusion of the next AGM. The proposed fees represent an overall 5.6% increase. I propose that the remuneration of any board member who may be appointed as acting Group Chairperson, as set out in the notice, be approved. 2.2, I propose that the remuneration for any board member who may be appointed as acting Lead Independent Director, as set out in the notice, be approved. 2.3, I propose that the remuneration for any board member appointed as acting committee Chairperson, as set out in the notice, be approved. Please indicate your vote on your handset or indicate a vote online for each resolution. We move to Special Resolution 3, general authority to repurchase ordinary shares.
In terms of the Companies Act, the JSE listing requirements, and the Memorandum Incorporation, the shareholders may authorize the directors by way of a general authority to acquire shares in the capital of the company subject to certain limitations. This resolution is a renewal of an existing authority which was granted at the last annual general meeting held in May 2024. I propose that the general authority to repurchase ordinary shares be granted, and I put the resolution to the meeting. Please indicate your vote on your handset or indicate your vote online. Special Resolution 4 deals with the general authority to provide financial assistance to related and interrelated companies. The Companies Act requires the approval by shareholders for the provision of financial assistance in certain circumstances.
Both Section 44 and 45 of the Companies Act provide, among others, that such financial assistance may only be provided pursuant to a special resolution passed by shareholders within the previous two years. Furthermore, the provision of any such financial assistance is subject to the solvency and liquidity tests as referred to in the Companies Act. I propose that authority be granted for the company to provide financial assistance to related and interrelated companies as contemplated in the Companies Act. I put the resolution to the meeting. Please indicate your vote on your handset or indicate your vote online for each resolution. All proposed resolutions have now been put to shareholders. The voting platforms will remain open for a further three minutes for you to complete your votes. Thereafter, all votes are closed and the scrutineers will record the votes and provide the results.
While we wait for the scrutineers to finalize the voting results, Linda Makalima has arranged for part three of the short video for shareholders information to showcase Nedbank's purpose and a few achievements to date.
Nedbank Corporate and Investment Banking is proud to have played a pivotal role in securing a AUD 450 million seven-year lending facility for Tanzania's Ministry of Finance. In partnership with Deutsche Bank, this facility will fund approximately 50 key infrastructure projects outlined in the country's 2022/2023 budget. This significant contribution aligns with Nedbank CIB's commitment to supporting infrastructure development across sub-Saharan Africa. We believe infrastructure is the foundation of a thriving economy, paving the way for economic growth, social inclusion and climate resilience. Nedbank is leading the way in renewable energy finance, supporting South Africa's transition to a zero carbon energy system. As a key funder in the South African Renewable Energy Independent Power Producer Procurement Programme, we're committed to solving the country's electricity challenges while fostering economic growth and social development. In 2015, we established a dedicated embedded generation business unit to help clients generate secure and reliable renewable energy.
One of our standout achievements is the ZAR 2.5 billion funding package for Pele Green Energy, a 100% black-owned independent power producer.
Significant transformation.
The story of Pele Energy Group is a story of five entrepreneurs coming together with a noble objective to play a meaningful role in society. At our root, our why was to create a company that would adequately address youth regeneration and changing the lives of young people in South Africa. It was through the work that we were doing in youth regeneration, youth development that we organically came across the energy opportunity. We are in a very exciting position where we can say we play a very meaningful role towards not only our own climate mitigation goals and strategies, but the broader countries. Through the 2.2 gigawatts, we are helping the state meet its climate goals and we are also helping some of our energy intensive users meet their own decarbonization strategies.
This landmark deal, which created one of the largest 100% black-owned IPPs in South Africa, showcases our ability to deliver innovative financial solutions and solidify our leadership in the renewable energy sector. This funding will support eight new renewable projects and six commercial initiatives, adding 850 megawatts of clean energy to the grid, driving South Africa's energy future towards sustainability. Nedbank is powering the future of South Africa through investments in renewable energy, contributing to a cleaner, more sustainable economy for generations to come. At Nedbank, we know that creating a better tomorrow. Together, let's shape a future where progress and purpose go hand in hand, because when we move with intention, we all move forward.
Thank you. The scrutineers have confirmed that all resolutions have been passed by the requisite majority. I now declare all resolutions passed. The detailed voting results appear on the screen now and will be published on SENS later today. Before I declare this meeting closed, I want to thank the board, management and staff for their contributions. As all the business of the agenda has been dealt with, and noting that the detailed voting results will be published on SENS later today, I now formally close the proceedings of the 58th Annual General Meeting of Nedbank Group Limited. Thank you very much for your attendance.