Nedbank Group Limited (JSE:NED)
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Sep 25, 2026, 5:00 PM SAST
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AGM 2022

May 27, 2022

Mpho Makwana
Chairperson, Nedbank Group

Ladies and gentlemen, good morning. Welcome to the 55th annual general meeting of shareholders of Nedbank Group Limited. My name is Mpho Makwana, and I am the chairperson of the group. I am pleased to welcome a number of guests, advisors, and senior staff of Nedbank Group who are attending this meeting, together with our non-executive directors, most of whom are attending virtually. There is a small contingent of people in our boardroom here at our 135 Rivonia campus, including our executive directors who are here by my side, representatives of JSE Investor Services, and our transfer secretaries who will be recording shareholders' votes and acting as scrutineers. Senior staff as well are here, and technical personnel. Social distancing is being adhered to in these challenging times of the pandemic that we're operating in.

The notice convening this meeting on page 11 of the AGM booklet has been in your hands for the prescribed period and is taken as read. I hope that all our shareholders are comfortable with this process. We are required to note the quorum and voting requirements of the resolutions to be proposed at 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 special resolution, it 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, 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. In terms of Section 63(4) 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(7) of the Companies Act. We have received requests from a sufficient number of shareholders to conduct voting by way of a poll. As indicated in the notice, shareholders who are participating online will be able to view the live webcast of this meeting and ask questions.

Certified shareholders who have not cast their votes via proxy to the meeting will be able to access the voting platform and vote during the meeting. All other shareholders who have lodged proxy or voting instruction 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. But they may follow the live webcast or follow the proceedings via teleconference and ask the board any questions they may have. Questions from shareholders participating via the webcast can be submitted by clicking on the question button at the top left of your screen. They will be received and read out by the company secretary and responded to when time is allocated for questions. If you experience any technical issues, there is a help button on the left-hand side of the webcast page.

Shareholders participating via teleconference will be individually enabled by Chorus Call to ask their questions on the line and will be responded to when time is allocated for questions. The voting platform is now open and will remain open until all the proposed resolutions have been dealt with. Those of you 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 action button, Click to Vote on your screen to view the resolutions to be voted on. Once you've made your voting selections, press the green Submit button at the foot of the screen on the Vote on All Resolutions page. The platform will confirm that your vote has been accepted. Once a vote has been accepted by the platform, it cannot be changed.

By clicking on the dashboard link on the screen, you will be able to return to the screen to continue viewing the webcast. The voting platform will remain open for a short time after the last resolution has been proposed to allow you to complete your votes. The voting results for all resolutions will be announced at the end of the meeting to allow time for the scrutineers to record the online votes. We shall now proceed with the business of the meeting. The order of business is the audited financial statements. The audited financial statements for the financial year ended 31 December 2021. The directors' and auditors' reports and the report of the Group Audit Committee have been in your hands for some time, and we take these as read.

I'd like now just to take a few minutes to reflect on a few thoughts on the financial year under discussion. Over the past few years, the world has experienced a level of disruption and business risk never seen before as the COVID-19 pandemic became central to everything we do. The pandemic highlighted the vulnerabilities and interconnectedness of the current global system, as well as the vulnerabilities of many parts of our society. At the same time, this has encouraged new ways of operating and opened new markets and opportunities to respond to these issues in a strategic and more responsible manner. At Nedbank, our long-term sustainability and success are contingent on the degree to which we deliver value to society.

Through the considered development and delivery of products and services that satisfy societal needs, and through our own operations, we aim to play our part to enable a thriving society, to create long-term value and maintain trust. This is particularly important in the current context of South Africa as well as the broader African continent. In this context, there are a few top-of-mind points I'd like to highlight to this AGM. The group's financial performance for 2021 reflected a strong rebound of a low 2020 base, and headline earnings increased by 115% to ZAR 11.7 billion, but remained 7% below 2019 levels. Although impairments declined significantly, it was pleasing that pre-provisioning operating profit increased by 9% and ROE increased to 12.5%. For shareholders, the resumption of dividend payments and a strong balance sheet were well-received, and our share price during 2021 increased by 35%.

From a strategy perspective, the group has invested in developing key technological and operational capabilities that have enabled a sound platform for competitive advantage in the coming years. The technology investments that we made drive market-leading client experiences and productivity improvements through digitized services and process efficiencies. Within our TOM program, as well as driving our SPT strategy for selected market share growth and easier cross-sell through digitized products and sales capabilities. The board is satisfied with the progress made towards delivering on the 2023 strategic and financial targets, and the progress we have made on the Managed Evolution technological investment strategy. In 2021, we announced the adoption of a market-leading energy policy designed to guide our redirecting of our investment towards cleaner energy alternatives and outline our commitment over time to aligning our business strategy, policies, mandates, and incentives with the Paris Agreement.

As outlined in our energy policy, we will scale up our market-leading commitment towards the fast-growing renewable energy sector to support a just transition to cleaner energy. We continue to focus on advancing our transformation agenda towards a more inclusive society. For the fourth consecutive year, Nedbank achieved a level 1 broad-based BEE contributor status for 2021 and under the amended Financial Sector Code. Pleasingly, female representation at board level improved to 29%. The board has taken careful note of the Zondo Commission's reports and highlights that based on our review of the reports, no adverse findings have been made against Nedbank, and we will cooperate fully with any further investigations but with the commission run out of time to investigate. We remain firmly of the view that there has been no wrongdoing on the part of Nedbank.

The board and management commissioned detailed, legally privileged internal and independent external reviews of the transactions, which allow the Nedbank board to conclude that Nedbank acted as a reasonable banker and at no time acted unlawfully. Nedbank has also been in the media recently regarding the closure of client accounts. While our objective is always to add clients and to grow the Nedbank franchise, in 2021, a total of 112 clients were off-boarded due to reputational risk assessments. Nedbank takes any decision to close client accounts on the basis that, in our opinion, by continuing such relationships, the bank would be exposed to unacceptable reputational, regulatory, and commercial risks. The bank has robust policies, processes, and governance, which guide the bank in any termination of banking relationships and closure of bank accounts.

Furthermore, any decision to terminate the banking relationship with any client is taken on the basis of careful consideration, in line with Nedbank's contractual rights and legal obligations and the particular facts and merits of each case. At our previous AGM, we were disappointed with the 66% vote of support for the group's remuneration policy at the May 2021 AGM. This slightly below the 75% JSE threshold, while the remuneration implementation vote was at 80%. The Remuneration Committee has considered the feedback and made suitable changes to the 2022 policy. In particular, shifting back to 100% of executive long-term incentive awards subject to performance conditions as we emerge from the COVID-19 environment.

With our increased focus on ESG, we have incorporated these factors into individual executive performance goal commitment contracts, as well as introduced selected ES deliverables into the performance conditions of the group's long-term incentives with the G of the ESG covered by Malus and Clawback. While there are still different views on remuneration among some shareholders, by far, the majority of shareholders were supportive of these changes during the recent board-led ESG roadshow. In line with the board's succession process, the search for a new chairperson will commence soon, and we aim to conclude this process well in advance of my retirement from the board in May 2023. We wish to welcome Phumzile Langeni to the board and look forward to her valuable contribution given her experience in the areas of commerce, financial services, and mining and resources.

Guided by our corporate purpose to use our financial expertise to do good for individuals, families, business, and society, we've done well for the common good of our business and all of our stakeholders. I'm humbled and grateful for the 27,000 Nedbank employees who contribute to continue to serve our clients and do great things. I also wish to express thanks to fellow board members, particularly also to our Chief Executive, Mike Brown, for his leadership during this unprecedented time. We are deeply indebted to Mike and the executive committee of Nedbank. We continued to lose colleagues, loved ones, and friends to COVID-19 in 2021. Our deepest sympathies to our employees, to our clients and stakeholders who lost loved ones in this period. Unfortunately, 2021 also saw the death of our former chair, Vassi Naidoo, after a long battle with cancer.

Vasi loved his time at Nedbank and we continue to miss him dearly. I know the prayers of the entire Nedbank family are with his wife, Sheila, and his family. Thank you very much for your attention. I would like to now hand over to our Chief Executive, Mike Brown, to reflect on 2021 and provide an update on the group's performance in our first four months of 2022. Mike.

Mike Brown
CEO, Nedbank Group

Good morning, everybody, and thank you, Mpho. As we continue to emerge from the very challenging 2020 period, I am immensely proud to report on what Nedbankers have been able to achieve throughout the COVID-19 pandemic, and that we have bounced back faster than we had expected to. Over the past two years, we've demonstrated our resilience and the foundations of Nedbank, and indeed, the South African banking system have proven to be strong. We delivered a strong financial performance in 2021, reflected by a faster than expected rebound off that low base in 2020. As you heard earlier from our chairman, full-year headline earnings increased by 115% to ZAR 11.7 billion, a significant improvement on the decline of 57% that we saw in 2020. However, still 7% below 2019 levels.

Key drivers of shareholder value continued on an upward trajectory, with net asset value per share increasing by 11%, the group's ROE improving to 12.5% compared with 6.2% reported in the previous period. We resumed dividend payments at 2.02 times cover for the full year, with the final dividend being declared at 1.75 times cover, which is the bottom end of our coverage range, signaling our confidence in a strong capital and liquidity position to support both ongoing client growth as well as ongoing dividend payments. In addition to the strong growth in earnings, I think it's important to shine a spotlight on our key balance sheet metrics that have all now strengthened to above pre-COVID-19 crisis levels as we concluded what we called the resilience phase of our post-COVID-19 strategy pivot.

Capital and liquidity ratios increased as reflected in our common equity tier 1 or CET1 ratio of 12.8%, an LCR of 128%, and a Net Stable Funding Ratio of 116%. As the Chief Executive, I'm hugely grateful for the hard work of all our 27,000 Nedbankers as we made excellent strategic and operational progress during a year when so many of our employees were still working from home as a result of the COVID-19 rules. Central to our strategy has been the complete refresh of the Nedbank IT stack to build a modern, agile, modular, and digital IT stack that we believe is vital for underpinning future competitiveness. Investors will know that we refer to this as the Managed Evolution program, and in 2021, we reached 85% completion on the build side of this.

These large IT programs in banks are extremely difficult to execute and deliver on time, on scope, and on budget. In 2021, we had an external benchmarking done on our Managed Evolution program by two global consulting firms with very pleasing outcomes. This has given us confidence in our ability to compete and win in digital financial services, and that the completion risk in respect of the balance of the Managed Evolution program has decreased materially. The revenue benefits from Managed Evolution are evident in most of our digital metrics, showing double-digit growth, and the cost and productivity benefits are evident in the TOM 2 program benefits of ZAR 967 million that have been realized ahead of schedule as we progress towards our TOM 2 target of ZAR 2.5 billion by the end of 2023.

Pleasingly, during the year, both our client satisfaction and Net Promoter Score performance continued on an upward trajectory. In the independent 2021 Consulta survey, Nedbank achieved the number two ranking among South African banks on client satisfaction metrics, with our Net Promoter Score increasing further to 47 from 41 in the prior period. Progress on SPT or Strategic Portfolio Tilt 2.0 was evident in market share gains in key product areas and main banked client gains, as well as an improved level of cross-sell. Notably, Nedbank recorded the largest retail main banked market share gain among the large South African banks in the Consulta survey, while our CIB or Corporate and Investment Banking franchise gained 35 new primary clients.

Living our purpose of using our financial expertise to do good and creating positive impacts in the societies where we operate is a core part of our Nedbank DNA and a key strategic imperative for unlocking value for all our stakeholders. This is demonstrated through the ongoing delivery against the United Nations Sustainable Development Goals and continued focus on leading in all matters to do with ESG. With the increasing focus on these issues, the progress that we have made continues to be reflected in our scores across all ESG ratings being towards the top end of our local and international peer group. We certainly do see a big opportunity to participate and lead in new financing opportunities aligned with the United Nations Sustainable Development Goals while leveraging our sustainable financing solution expertise, arranging innovative green funding instruments, and channeling funding towards the further development of the green economy.

As we look to 2022 and beyond, we continue to focus on our human capital strategy as a key enabler on delivering the group's overall strategy and our 2023 medium-term targets while nurturing a culture of diversity, equity, and inclusion in the workplace. Executive succession planning remains top of mind for me ahead of the retirements in 2023 of our Chief Risk Officer, Trevor Adams, and our Chief Information Officer, Fred Swanepoel. Through our robust executive succession planning processes, suitable successors will be appointed ahead of time to enable seamless transitions in these key portfolios. In the year ahead, we should continue on our positive trajectory, underpinned by ongoing strategic and operational delivery as we make progress towards those medium-term COVID-19 recovery targets that we set for the end of 2023.

We remain on track to meet these targets and pleasingly now expect to meet the DHEPS or diluted headline earnings per share target of greater than the 2019 level of ZAR 25.65 per share in 2022, a year earlier than our previous expectations. We continue to focus on achieving an ROE greater than the 2019 ROE level of 15% and reducing our cost-to-income ratio to below 54% and ranking number one on Net Promoter Score among South African banks all by the end of 2023, but these targets remain stretch targets. In the longer term, we still aim to increase our ROE to above 18% or cost of equity plus 3%-4% and reduce our cost-to-income ratio to below 50%. The past two years have been unprecedented and extraordinarily difficult for our clients and our employees.

Throughout the COVID-19 crisis, our dedicated 27,000 Nedbank employees have remained both resilient and inspiring, and we thank you for continuing to diligently support our 7 million clients in the economies in which they operate. Together, we have emerged stronger and delivered on our purpose of using our financial expertise to do good. At the same time, we extend our heartfelt condolences to the families, friends, and communities of both employees and clients who have lost loved ones during this time. Thank you also to the Chairperson and my board and executive team for their continued support. In particular, the passing of our former Chairman, Vassi Naidoo, was felt by all at Nedbank who knew him. Vassi made an indelible mark on Nedbank, and his wealth and experience and wisdom will be sorely missed. Also, a big thanks to Mpho Makwana for seamlessly stepping up into the Chairman role.

This morning, ahead of today's AGM, we released the following voluntary trading update on the Johannesburg Stock Exchange News Service. In the first few months of 2022, the operating environment remained broadly supportive for banks and our clients, driven by a generally firmer level of economic activity, moderate credit growth, and slightly higher interest rates. Much of this momentum came from relatively robust consumer spending, underpinned by higher household income levels and enabled by more limited COVID-19 related restrictions. At the same time, export growth held up relatively well, supported by firm global demand and elevated international commodity prices. However, towards the end of Q1 2022, the global and South African economic environment became more challenging.

Russia's invasion of Ukraine has pushed global oil and food prices higher, adding to the inflationary pressures that were already emerging on the back of supply chain shortages, disruptions to global logistics and transport networks, as well as loose monetary policy. Faster than expected increases in inflation have caused the Federal Reserve in the U.S. and other major central banks to tighten monetary policies more aggressively. As a result, global economic growth is expected to slow materially in the quarters ahead. In South Africa, we expect export volumes will be hurt by this slower global growth, but elevated export prices should continue to provide some benefit. The country's terms of trade should hold up relatively well, as elevated gold and metal prices, responsible for about 50% of South Africa's exports, should help compensate for the surge in global oil and food prices.

South Africa will not escape the inflationary implications with inflation likely to exceed the upper end of the SARB's inflation targeting band of 3%-6% in the first half of 2022, resulting in higher interest rates and adversely impacting growth. The ongoing power outages, damages from floods in KwaZulu-Natal, and an uptick in COVID-19 cases are also likely to weigh on confidence and dampen economic activity, particularly in the second quarter. During May, the group economic unit revised its SA GDP growth forecast downwards for the full year 2022 from 1.7%, which was our forecast in February of this year, to now 1.6%. Our forecast for average inflation or CPI increased from 4.9%- 6.1%, with a peak expected of around 6.9% in the second quarter.

The forecast for the South African prime interest rate at the end of the year has now increased from 8.5%- 9.25%. In other words, a further 100 basis points of interest rate increases are expected from the current prime level of 8.25%. The floods in KwaZulu-Natal resulted in damage to infrastructure, businesses, and homes. They also interrupted supply chains, local business activity, and the lives of residents, with more than 445 deaths recorded, and this number and damage is expected to rise further as a result of the additional floods in May. The nine Nedbank branches that were closed for an extended period of time during the first flood related damage have since reopened. Turning now to our financial performance in this environmental context.

The financial performance of the group in the first four months of the year to the 30th of April, which we call the period or four months 2022, compared to the first four months of the prior period, reflects robust net interest income and non-interest revenue growth, a credit loss ratio within the top half of our through the cycle target range, strong associate income growth, and good expense control. Importantly, all key financial metrics are currently performing in line with achieving the full year 2022 financial guidance provided by management in March of this year. Net interest income growth for the four months was at high single digits when compared to the prior period, driven by low to mid-single digit loan growth and an ongoing increase in the group's net interest margin.

Average interest earning banking assets increased year-on-year by low to mid-single digits, reflecting selective growth in our CIB loans and advances, where demand for new wholesale loans remained moderate, while growth in retail and business banking advances was in line with expectations and slightly ahead of mid-single digits. Deposit growth remained ahead of advances growth, and household transactional deposit market share grew by 0.2%- 13.7% at the end of the first quarter. The group's net interest margin increased from the 373 basis points reported in the full year 2021, driven by the run rate benefits of interest rate increases in 2022. The growth of net interest income for the four months was in line with management expectations.

Impairments for the four months increased compared to the prior period, and the group's credit loss ratio was within the top half of the through the cycle target range, being 60-100 basis points, in line with the 80-100 basis points guidance that we provided for the full year and was slightly below management expectations for the four-month period. Credit loss ratios for CIB, RBB, Nedbank Wealth, and Nedbank Africa Regions were all within their respective through-the-cycle target ranges. The ZAR 1.5 billion of COVID-19 related overlays on our balance sheet at the 31st of December last year remain in place and will be reviewed prior to finalizing our H1 2022 results. Nedbank has no direct exposure to the Ukraine and Russia and insignificant indirect exposures.

Non-interest revenue growth for the four months was in early double digits, boosted by the fair value losses recorded in the first half of last year that did not recur. Fee and commission growth was solid, driven by ongoing improvement in transactional activity, cross-sell, and main bank client growth. This strong non-interest revenue growth was partially offset by delays in closing deals in the corporate investment banking area and a muted trading performance in the markets business. Non-interest revenue was also impacted by accounting for the estimated insurance claims, net of reinsurance, relating to the KwaZulu-Natal floods. Non-interest revenue growth was slightly below mid-single digits when excluding the fair value adjustments in the base, and this was in line with management's expectations.

For the period, expense growth was slightly above mid-single digits and continued to be well managed in line with management expectations in response to the more challenging macro environment. Pleasingly, the group's Jaws ratio, revenue growth, including associate income less cost growth, was positive, both including and excluding fair value adjustments. Pre-provisioning operating profit growth was in double digits. For Q1 2022, associate income of ZAR 258 million relating to the group's 21% shareholding in ETI has been recognized. In addition, ETI released its Q1 2022 results on the 25th of April, reporting attributable income to their shareholders of some $66 million, and Nedbank's share is estimated to contribute ZAR 211 million to associate income in the second quarter as we account for ETI one quarter in arrears.

As a result of all of this, we estimate associate income relating to ETI for the first half in 2022 to be approximately ZAR 469 million, subject, of course, to any final exchange rate variances in the second quarter, up some 74% compared to the ETI-related associate income of ZAR 270 million in the first half of last year. The ETI share price has increased by 34% since December last year to May this year. At the 31st of March, Nedbank Group reported a common equity Tier 1 capital adequacy ratio of 12.7%. It was 11.3% in the prior year and 12.8% in December last year. This is above the upper end of our board-approved target range of 11%-12% and reflects the impact of earnings growth offset by the declaration of the group's final 2021 dividend.

Liquidity metrics remain strong, with the group's liquidity coverage ratio at 134% and Net Stable Funding Ratio at 118%. Thank you. I will now hand back to the chairman.

Mpho Makwana
Chairperson, Nedbank Group

Thank you, Mike. I will now hand over to our chair of Group Transformation, Social and Ethics Committee, Ms. Linda Makalima, to share the report of our work in that committee for the financial year. Over to you, Linda.

Linda Makalima
Chairperson of Group Transformation, Social and Ethics Committee, Nedbank Group

Thank you, Mpho. Good morning, everyone. The report of the Group Transformation, Social and Ethics Committee, as required in terms of Regulation 43 [5] [C] of the Companies Act, is included in the governance report, which is a supplementary report to the 2021 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, which we will display while the votes are being accounted at the end of the meeting. Thank you, and I hand back to the Chairperson.

Mpho Makwana
Chairperson, Nedbank Group

Siyabulela Mangcojola. I will now deal with any questions relating to the financial statements and proposed resolutions as set out in the notice of the AGM, which we shall take as read. If I can just check with Chorus Call, have we received any questions that have been submitted that needs to be attended to at this stage?

Operator

Hi, sir. No questions on the line at this stage.

Mpho Makwana
Chairperson, Nedbank Group

There being no questions to deal with, let me also check with the Company Secretary whether there's any further questions on the webcast.

Jackie Katzin
Company Secretary, Nedbank Group

Chair, we've received a number of questions on the webcast. There are seven questions from Gavin Barecchio. I will read the first three questions first. "I would like to propose a motion of no confidence in Mike Brown for dereliction of duties in breach of Companies Act. Mr. Brown delegates his email box to a retail client experience team. The team prevents shareholders from reporting issues to forensics, the executive, the board, and company secretarial.

Mr. Brown must also explain his relationship to Dion Brown and his mandate and authority to engage shareholders directly, including targeted harassment and breach of POPIA. Why does the group secretary not engage shareholders in email requests and telephonic calls, but defers to a retail bank client service team? This is a breach of JSE rules. I would like to propose a resolution for the group to consider the retirement of Mike Brown for taking the bank backward and making the brand less appealing than Capitec and TymeBank and Bank Zero.

Mpho Makwana
Chairperson, Nedbank Group

Those being the questions raised, from a board perspective, regard these questions as client questions. Clearly, this is a public forum. An AGM is a forum of shareholders, and it is also a forum open to other members of the public who have interest in the shares of Nedbank. We would prefer that this matter be dealt with internally through the normal channels of client relationships. I don't know if there's any further comments, perhaps from colleagues.

Mike Brown
CEO, Nedbank Group

Yeah. Thanks, Chair. I think, as a number of these are directed to me, I've certainly got a few replies. Thank you very much for those questions. I am certainly very well aware of the correspondence entered in between ourselves, I think, and your attorneys going back to February this year. More broadly, Nedbank often receives questions such as this from clients who are both shareholders and clients. For the purpose of our AGM agenda, we have to assess whether the matter is, in essence, looking at the underlying facts, either a client query, which is personal and confidential in respect to those clients' dealings with us, or a shareholder matter, which is public and would serve the interest of shareholders at an AGM like this. I think that is absolutely central to this matter.

Having received your emails and correspondence on this, including your email address and ballot paper addressed to the JSE Investor Services, having made internal inquiries as to the background of your concerns, certainly it is my understanding that this is primarily a client-related matter, which is indeed confidential and probably not appropriate to discuss at an AGM and is not a matter that is relevant to all other shareholders. However, we take client matters extremely seriously. To your question, I believe that it has been fully and timeously addressed through our usual client support and escalation channels. Here we use something called the Nedbank Executive Service Support Team, their role is absolutely to manage all client service issues that are sent to any of the executives, the board, or any other offices in Nedbank.

They do that through the underlying support of either our retail team, if the matter happens to be in our retail business or CIB, if it happens to be in our CIB team. Certainly, if I look at your questions, that team is headed up by Dion Brown. He is no relation of mine. We happen to share the same surname. He reports into a head called Luann Duval. All of the client-related queries that are dealt with through that body are aggregated and reported directly back to me on a continuous basis. I am fully abreast of all of the client-related matters that come across my desk. We've certainly also established, just to your questions around the JSE rules, that we believe that there's absolutely no breach or interference with any of the JSE rules.

To comment briefly on your proposal that we received on the 23rd of May for a resolution of no confidence in both myself and the head of our compliance department. Certainly, I wish to advise that the Companies Act certainly provides specific agenda items for an AGM. They were included in the notice proxy forms and ballot papers sent to shareholders for today. Interestingly, irrespective of any of our correspondence, the proposed resolution for the re-election of myself is, in any event, included as an ordinary resolution 2.1. Certainly, as a shareholder, you have the right to vote for or against that resolution. It is our understanding that your vote has been exercised through your nominees, Forbes nominees. Chair, hopefully, we have been able to address the first three questions. In respect of all of these client matters, we do take them very seriously.

We apologize if we have not been able to address them to your satisfaction. We are willing to continue to engage to do that. I'm aware of extensive correspondence between ourselves and your lawyers in this regard.

Mpho Makwana
Chairperson, Nedbank Group

Thank you, Mike. Are there any other questions, Jackie, that we need to address?

Jackie Katzin
Company Secretary, Nedbank Group

Chairman, from the same shareholder I'll read the next two questions. Please, can the board explain the interventions taken to achieve a level 1 triple BEE status, and if issues of skills development, cash dumping, and fronting, and if policies are available to scrutinize? How much are executives spending on personal security, bodyguards, and other non-declared incentives?

Mpho Makwana
Chairperson, Nedbank Group

If I can ask Hubert Brody, our Chair of the Human Resources and Remuneration Committee, to deal with the personal security matter question. If I can request our Chair of Transformation Social Ethics to respond to the level 1 broad-based BEE status question. Then, of course, other directors can join and support.

Linda Makalima
Chairperson of Group Transformation, Social and Ethics Committee, Nedbank Group

Thank you, Chair. I think the achievement of the level 1 triple BEE status for Nedbank is a combination of integrated efforts that spread over a number of angles. This includes ethics management as well as investment with regards to the implementation of ethics management. This also talks to the contribution that Nedbank makes when it comes to the ESG initiatives and attracting as well as retaining underrepresented portfolios and talent within the organization. It is a holistic approach that we adopt with regards to maintaining the status of triple BEE achievement, and it is a commitment that seeks to actually uplift a whole lot of approaches as we adopt our principles as Nedbank. This is what we are committed to as financial experts who do good for individuals and families within the business and society. I don't know if you want to add anything, Mpho.

Mpho Makwana
Chairperson, Nedbank Group

Thank you very much, Ms. Makalima. I think the only small addition would be that the journey to level 1 broad-based BEE has been achieved over time. Year after year of this broad-based BEE scorecard improvement. The report is part of our integrated annual report, which is an audited document. Therefore, if there's any untoward activities that relate to cash dumping and fronting, this would have been picked up at two levels, by the rating agencies involved, as well as by our auditors, and then, of course, by our own Group Transformation, Social and Ethics Committee of the board. From a board point of view, I must just place it on record that we take pride in the journey that Nedbank has taken to achieve this level of broad-based BEE recognition. Remember that we want to be admired by all our key stakeholders on a 360-degree basis.

We want to be admired by our shareholders, by our employees, by all our key stakeholders. Therefore, that should also apply to broad-based BEE. Shall I then invite Hubert to respond to the matter on personal security?

Hubert Brody
Lead Independent Director, Nedbank Group

Yes, Chairman. I have just double-checked it on my side. There is no specific and dedicated personal security allocated to any of the executives of the group. We have an appropriate level of security based on annual assessments that is being done by our security team of the security needs of our different executives. There's a level of security that applies to every executive. Obviously, the more senior and people like Mike Brown would have a higher level of security, but it's applied by a security team that is responsible for the group as a whole, and particularly then has a certain role as far as senior executives is concerned. There's no ring-fenced number that is calculable specifically for any specific executive, Chairman. Thank you.

Mpho Makwana
Chairperson, Nedbank Group

Thank you very much, Hubert. If we can see if there's any further questions, Jackie.

Jackie Katzin
Company Secretary, Nedbank Group

Chair, the next two questions from the same shareholder. The bank is rolling out all digital platforms, but the back-office system is still DOS-based from the 1990s. Why is that? The CEO quotes client satisfaction polls but fails to highlight the poor rating on Hellopeter as one of the worst client resolution banks.

Mpho Makwana
Chairperson, Nedbank Group

Firstly, on the DOS-based digital platforms, let me direct firstly to our chair of GITCO, Dr. Matooane, if you're on the line. While she's connecting.

Mantsika Matooane
Chairperson of the Group Information Technology Committee, Nedbank Group

Thank you very much, Chair. The Managed Evolution journey for Nedbank has placed the bank on a much more digital, much more agile platform. Necessarily, some of the systems may not all be turned off at the same time. It is a risk-based approach to ensure that we manage all the transition to new systems. Should there be some systems that are still aging platforms, those are on the roadmap for renewal. At the start of Managed Evolution, we shared with shareholders that we would adopt a hollowing out of the core. The strategy has been to ensure that the core is hollowed out, so we wouldn't touch the core in the initial three years of the program. Some of those core platforms are still in the phase of being phased out.

We have focused on client solutions, client interactions, the solutions that impact how we transition the bank to a more digital, and the things that customers value the most. We will, in the full force of time, be addressing any legacy platforms, and we manage the risk of failure or some of those platforms not being supported on a regular basis through the Group IT Committee. Thank you, Chair.

Mpho Makwana
Chairperson, Nedbank Group

Thank you. Let me check whether our executive colleagues wish to add any further comments, responses.

Mike Brown
CEO, Nedbank Group

Yeah, perhaps just a reflection from our head of technology that the last DOS-based system was a system called Teller, which has now been phased out.

Mpho Makwana
Chairperson, Nedbank Group

Thank you very much, Mike. What's the next question on our list, Jackie?

Jackie Katzin
Company Secretary, Nedbank Group

Chair, we have the question about the client satisfaction-

Mpho Makwana
Chairperson, Nedbank Group

The Hellopeter.

Jackie Katzin
Company Secretary, Nedbank Group

Polls. Hellopeter, yes.

Mpho Makwana
Chairperson, Nedbank Group

Mike, over to you.

Mike Brown
CEO, Nedbank Group

Yes, very happy to answer the question on Hellopeter. It's no surprise to us that we would have the worst resolution on Hellopeter, because we do not participate on that platform, and they measure resolution as an outcome of your participation. We deal with our client complaints directly and not on Hellopeter.

Mpho Makwana
Chairperson, Nedbank Group

Thank you, Mike. Jackie, what's our next question?

Jackie Katzin
Company Secretary, Nedbank Group

Chair, from Nomfundo Mdhluli. We note that Nedbank strives for a transformed board that closely reflects the demographics of South Africa. However, although you have surpassed your target of 25% for female representation, with women comprising 28% of the board, this is a very low target given that women make up more than 50% of the population. Does the board plan to increase its target for female representation?

Mpho Makwana
Chairperson, Nedbank Group

Thank you. Let me deal with that since it speaks directly to the board. Certainly, we appoint directors based on skill sets, firstly, that are required to also broaden the diversity of skill sets on the board. We tend to balance our appointments across a broad range of diversity criteria. Certainly, as and when opportunities arise for us to appoint more women, we certainly will consider those. We do not have a specific target to attain 50% of our board being women. It's part of a transformational program that we embark upon on a pragmatic basis. I don't know if other colleagues on the board may wish to weigh in on the question. We proceed to the next question, Jackie.

Jackie Katzin
Company Secretary, Nedbank Group

From Shuli Ncube. Please advise how stretched targets were revised taking into account the recovery from COVID lockdown effects. Why has the LTI vesting periods remained at three years, despite suggestions from shareholders to revise it to five years?

Mpho Makwana
Chairperson, Nedbank Group

Thanks, Jackie. Hubert, we certainly have had these engagements from a RemCo perspective. May I ask that you lead us on that question?

Hubert Brody
Lead Independent Director, Nedbank Group

Sure, Chairman. Let's just quickly deal with the three and the five years. Look, Chairman, as we do our shareholder road shows and all our shareholder interaction, we obviously get a variety of suggestions and questions from shareholders. The view of that long-term incentive scheme should be a five-year scheme and not a three-year scheme is certainly in the minority. Actually, we have not, with minor exceptions, which are being referred to, we have not heard that as a strong view from shareholders. Shareholders are certainly vastly, in the main, satisfied with the three-year scheme. Unfortunately, we cannot always accede to specific other suggestions if it is not actually a strong, overwhelming new shareholder way of thinking. That view certainly has been in the minority. We have certainly stayed with our three years, which has served us well over many years.

Chairman, as far as the adjustment of our long-term incentive scheme and our targets subsequent to the COVID-19 crisis, subsequent to last year is concerned, we certainly discussed this very comprehensively at our RemCo and all our targets, we've certainly amended the targets since last year. Last year, the targets reflected the situation When COVID-19 was, as from a performance point of view, quite a significant issue at the time, where stability and retention were key, where forecasting certainty was very difficult. For example, we included last year in the LTI targets of executives, a 20% component that was purely time-based, there was a component that we called business recovery metrics, which included liquidity and capital ratios. As you know, although the world is not stable, there's a higher level of stability and forecasting certainty now.

Therefore, we've removed those components, given a more stable environment. We have, for example, also now included a cost-to-income ratio, and specific targets there in line with our business plans. In fact, somewhat more stretching than our business plans, which is a component we did not even have in the previous year. Furthermore, importantly, Chairman, we have substantially increased our targets in terms of return on equity, Headline earnings per share. The return on equity target that we have now, Chairman, is a 1.75% overall cost of equity in three years' time. That's the target that we have now, and that will probably be, given our cost of equity, over 16%, whilst last year that target was 15% to be achieved in three years. That we have significantly upped. There's certainly meaningful stretch in that.

Chairman, then our DHEPS target, where previously they really aimed to get back to 2019 levels. We've now reset that target, and we've also sort of reset it in line with our long-term plans, to achieve, on a three-year CAGR basis, a DHEPS growth of CPI plus GDP, so it's a real GDP growth, plus 7% three years compounded. Most certainly we have adjusted our targets, and we believe there is meaningful stretch and challenge in those. Thank you, Chairman.

Mpho Makwana
Chairperson, Nedbank Group

Thank you very much, Hubert, Chair of our Remuneration Committee. Shall we tackle the next question, Jackie?

Jackie Katzin
Company Secretary, Nedbank Group

Chair, from Larina Pasquini. Nedbank's acknowledgment in your reports and energy policy that the opportunity exists for Africa to sidestep investment in high-carbon infrastructure and instead leapfrog to 21st century energy technologies is very encouraging, as is your acknowledgment that achieving a just transition is inextricably linked to avoiding dangerous climate change. You will be aware that the International Energy Agency's 2021 energy scenario holds that beyond projects already committed as of 2021, there are no new oil and gas fields approved for development if the Paris goal of limiting temperature increases to 1.5 degrees is to be achieved. Since that scenario was published, other peer-reviewed research has reached the same conclusion.

Can the bank therefore clarify its position on gas production financing by setting out your criteria for when gas production will be deemed to be playing an essential role in facilitating the transition to a zero carbon energy system by 2050?

Mpho Makwana
Chairperson, Nedbank Group

Thank you, Jackie. Can I request Brian Dames to respond to that question? Certainly, Mike Brown can add where necessary.

Brian Dames
Independent Non-Executive Director, Nedbank Group

Thank you, Chairman. To respond to the question, we've been very clear in terms of our energy policy, that we undertake not to finance directly new gas exploration projects, given its impact. We have committed to continue financing natural gas production where it plays an essential role in that of facilitating the transition to net zero. It is very important to note that as a board and as a team, we are working on specific glide paths for our priority sectors, that being coal, that being oil, that being gas. Those glide paths is specifically to then work out the criteria exactly as to how we're going to navigate our way from 2022 to our objectives by 2050. Thank you, Chairman.

Mpho Makwana
Chairperson, Nedbank Group

Thank you, Brian. Executive colleagues, do you wish to add anything? All good. Thank you very much. That takes us to the next question, Jackie.

Jackie Katzin
Company Secretary, Nedbank Group

Chairman, from Greer Blizzard. Since the publication of the company's amendment bill for public comment, the provision which would require disclosure of vertical wage gaps has attracted much negative comment from corporate executives. What is Nedbank's view on vertical wage gap disclosure? Given that the bill does not require gender wage gap disclosure, is Nedbank prepared to commit to disclosing its gender wage gaps in its next set of reports?

Mpho Makwana
Chairperson, Nedbank Group

Thank you very much. May I request our Chair of Human Resources lead us on the response? We also came across this question on our ESG roadshow.

Hubert Brody
Lead Independent Director, Nedbank Group

Chairman, would you like me to respond?

Mpho Makwana
Chairperson, Nedbank Group

Yes, please, Hubert.

Hubert Brody
Lead Independent Director, Nedbank Group

Yeah. Chairman, as far as wage gaps in general is concerned, we do very specific work at our RemCo to look for any risk of wage gaps being existing in any respect. We have a whole number of factors that we look at, and then we run a model all across all of the company, and see whether any factors is causing any, at a salary level, any discrimination or inconsistencies between people, not only on a gender level, but for a whole lot of reasons, historical reasons or whatever reason. If there are then any inconsistencies that come out of that, we then have a look at those inconsistencies, and we actually make adjustments to the salary levels and the packages of such individuals when they do exist. Firstly, there's a very comprehensive process that we look at.

Gender is one of the things that we look at, and we have run that. We report on this on page 91 of our governance report, and where we have analyzed gender as well. We have identified that there is no wage gap, in fact, from a gender point of view in the employment core of the group. There's no financial and salary differentials of any note that we need to actually respond on from a gender point of view. You would see there's a particular mean number that is actually calculated by our models, as we state on page 91, and a situation where there is no meaningful outliers is at a mean of four. You would see that the female and male are at 4.07 and 4.05. There is no noticeable gap from a gender point of view in our staff, Chair.

Thank you.

Mpho Makwana
Chairperson, Nedbank Group

Thank you very much, Hubert. Is there any further addition from executive colleagues? All good. Thank you. Jackie, shall we take the remaining questions?

Jackie Katzin
Company Secretary, Nedbank Group

Chair, also from Greer Blizzard. On several occasions over the last few years, activist organizations have tried to engage with Nedbank in relation to its lending to the hugely controversial Somkhele coal mine in KZN, operated by Tendele Coal Mining, a subsidiary of Petmin. Nedbank has insisted that all its clients, including Petmin, must conform with Nedbank's robust policies, principles, and standards in relation to the identification and monitoring of social, environmental, and other risks. In a judgment handed down by the Pretoria High Court earlier this month, Judge Ben declared that the DMRE's decision to grant Tendele a right to expand its operations was unlawful and invalid.

She cited, among other things, that in its application for the right, Tendele's project description was wholly inadequate, that it had fundamentally breached the law in relation to public participation, and that the company displayed an offensive attitude in its interactions with affected communities. Considering this judgment, which essentially confirms what activists had been saying for years, does Nedbank still consider Petmin to be a client which conforms with its robust ESG policies and principles? If not, what does Nedbank intend to do about the fact that it is funding this company and its appalling social and environmental impacts?

Mpho Makwana
Chairperson, Nedbank Group

Thank you. Mike, I think this is between our compliance officer and yourself.

Mike Brown
CEO, Nedbank Group

Yeah, thanks. I'm certainly happy to pick up a little bit. We've obviously formally responded to all the legal allegations in respect of Tendele through engagements with attorneys. Unfortunately, we can't comment on specific clients or our strategies in respect of them. We do have robust SENS processes, and we do always monitor new information as and when it becomes available. Thanks, Chair. That's all we can say on this matter.

Mpho Makwana
Chairperson, Nedbank Group

No, great. I think we've dealt with that matter. Do we have any other questions, Jackie?

Jackie Katzin
Company Secretary, Nedbank Group

Yes, Chair. We've got responses from Gavin Borrageiro to the answers that were given to the earlier questions, then one further question. He says, "Chairman, the support team intervened in emails to company secretarial and forensics on a shareholder basis for accounting irregularities." The second response is, "Chairman, I am a shareholder, and this was a fraud-related query.

Mpho Makwana
Chairperson, Nedbank Group

Shall we take those two first together, Mike?

Mike Brown
CEO, Nedbank Group

Yes, very happy to respond to both of those. You refer to it as a fraud and accounting irregularity. Certainly, my review of all of the documentation associated with this, which I have done, is that the issue is essentially in respect of five investment products that you had with Nedbank, and allegations that in respect of one of them, that you have not been repaid in full or somehow some money has gone missing. It is certainly our belief that this is a misunderstanding of the reading of the underlying product statements, and that no money has in fact gone missing. We have provided evidence to your attorney on all five investments, and that they have in fact been repaid. The full matter, as you well know, is now before the ombudsman, who will make judgment based on the facts of the matter.

Mpho Makwana
Chairperson, Nedbank Group

Thank you, Mike. Jackie, the last two questions.

Jackie Katzin
Company Secretary, Nedbank Group

Chair, from Gavin Barecchio. Follow-up on Triple BEE. Is the bank using the YES Program to level absence? It's not meeting the 50% female targets. What is the absorption of YES participants within the bank or sector?

Mpho Makwana
Chairperson, Nedbank Group

Shall I ask Chief Operating Officer, COO, to take that question?

Mfundo Nkuhlu
COO, Nedbank Group

Thank you, Chair. I can respond to the question. The YES Program reflects our contribution to societal challenges. As you well know, that program emanated from outside of the bank, largely driven by government in respect to creating employment opportunities for youth. The consideration being that the first-time employment opportunity actually gives a latitude for youth to pick up relevant skills that will allow them to be fully employable over time. That's the principal motivation in our participation in that program, and it is not driven by compensation for 50% female targets, which is inherent in the question. Of course, the issue of diversity and gender representation in the group is one that we take seriously. Therefore, we continue to drive for broader representation in the composition, both of our staff complement in general, as well as in our leadership cohort. As we all know, transformation is not straightforward.

It also is informed and influenced by the economic cycles we go through. At every turn when opportunities arise, we'll take advantage of those to reflect the diversity of our society. Thank you, Chair.

Mpho Makwana
Chairperson, Nedbank Group

Thank you very much. The last question, Jackie.

Jackie Katzin
Company Secretary, Nedbank Group

Chair, how is the bank preparing for the Financial Sector Code amendments in relation to the Department of Labour's sector specific EAP ratios? From Gavin Borrageiro .

Mpho Makwana
Chairperson, Nedbank Group

Thank you. Mfundo?

Mfundo Nkuhlu
COO, Nedbank Group

Could you repeat it the question again? Thank you.

Mpho Makwana
Chairperson, Nedbank Group

How is the bank preparing for the Financial Sector Code amendments in relation to the Department of Labor's sector specific EAP ratios?

Mfundo Nkuhlu
COO, Nedbank Group

Thank you for the question. We're certainly participant in the financial sector transformation process, which is taking place under the Financial Sector Transformation Council. We've commented on the legislation that is underway. The amendment of the current labor market legislation in the context of BASA, the banking association, we've made those contributions there. Certainly, we will then look at our own employment targets, which we actually submit to the Department of Labor every year and respond with the necessary adjustment as these targets come out. You would be aware that the legislation itself has not been finalized. The target's not firmed up at this stage. For us, this is part of an ongoing journey of transformation, and we will respond in kind. Thank you, Chair.

Mpho Makwana
Chairperson, Nedbank Group

Thank you very much, Mfundo. Jackie, on my side, we've exhausted all the questions.

Jackie Katzin
Company Secretary, Nedbank Group

No further questions, Chair.

Mpho Makwana
Chairperson, Nedbank Group

Thank you very much.

Hubert Brody
Lead Independent Director, Nedbank Group

Chairman. Hubert here. Chairman, can I just add on to the one response that I gave to Greer Blizzard of Just Share on the wage gap, please?

Mpho Makwana
Chairperson, Nedbank Group

Certainly.

Hubert Brody
Lead Independent Director, Nedbank Group

I answered the question, obviously, as far as the gender wage gap is concerned, which was specifically referred to, Chair, and which we disclosed. I would like to just also add as far as the normal vertical wage gap is concerned, which Greer also referred to. We will certainly disclose that. We welcome the fact that there will be legislative clarity on that. The benefit of that will be that, once one disclose that, when it becomes legislation, which we will do, there will be a consistency between different organizations that disclose it, and we will certainly then go along with it. Thank you, Chair.

Mpho Makwana
Chairperson, Nedbank Group

Thank you, Hubert. We now shall consider the questions fully answered and exhausted. Safe to say that shareholders are always welcome to engage our investor relations team, as and when they feel there's a need to engage with the company. The board does have a small team of board members that do address shareholder matters as and when it is appropriate. The company secretary or group company secretary is also available to be contacted in the event that any shareholder wishes to engage with the company. I would like to propose that we now move on to the proposed resolutions that this AGM needs to consider. I wish to remind you 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' appointments resolutions. The CVs for all the directors that are being put forward to shareholders for election or for re-election are included in the notice of this AGM. The first order of business is ordinary resolution 1.1, which is the election of a director of the company appointed during the year. The board appointed Ms. Phumzile Langeni as a director of the company on 22 March 2022. Ms. Langeni must retire in terms of clause 19.2 of the company's memorandum of incorporation and being eligible, offers herself for election. I propose that Phumzile Langeni be elected a director of the company. Please complete your ballot paper or indicate your vote online. 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 by rotation.

The retiring directors being eligible and make themselves available for re-election are Mr. Mike Brown, Mr. Brian Dames, Mr. Rob Leith, and Mr. Stanley Subramoney. We shall be dealing with the re-election of each retiring directors individually. I propose that Mike Brown be re-elected as a director of the company. I also propose that Brian Dames be re-elected a director of the company. I propose that Rob Leith be re-elected a director of the company. I propose that Stanley Subramoney be re-elected a director of the company. Please can you complete your ballot paper or indicate your vote online for each of these resolutions. I shall now proceed to ordinary resolutions 3.1 and 3.2, which pertain to the reappointment of independent external auditors.

You are now asked to consider the reappointment of external auditors, Deloitte & Touche, with Ms. Vuyelwa Sangoni as designated registered audit partner, and Ernst & Young Incorporated with Mr. Farouk Mohideen as designated registered audit partner for the ensuing year as per the requirements of Section 90 of the Companies Act and the relevant provisions of the Banks Act. Their reappointments have been recommended by the Group Audit Committee with the endorsement of the Nedbank Group board, taking into account that large banks are currently required to be audited by two sets of auditors. We shall be dealing with the reappointment of each of the external auditors individually. I propose that Deloitte & Touche be and is hereby reappointed as external auditor to hold office from the conclusion of the 55th annual general meeting until the conclusion of the next annual general meeting of Nedbank Group.

I propose that Ernst & Young Incorporated be and is hereby reappointed as external auditor to hold office from the conclusion of the 55th annual general meeting until the conclusion of the next annual general meeting of Nedbank. Please can you complete your ballot paper or indicate your vote online for each resolution. I wish to proceed with ordinary resolution 4.1 to 4.4, 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 is elected to propose the appointment of the group audit committee members annually.

The board is satisfied that the members of the group audit committee meet the requirements 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 therefore recommends the election of the group audit committee members. We shall be dealing with the election of each of the members individually. In terms of 4.1, we propose that Stanley Subramoney be elected as a member of the group audit committee. In terms of 4.2, I propose that Hubert Brody be elected a member of the group audit committee. 4.3, I propose that Neo Dongwana be elected a member of the group audit committee. 4.4, I propose that Errol Kruger be elected a member of the group audit committee.

Please can you complete your ballot paper or indicate your vote online for each resolution. We shall now proceed to ordinary resolution five, which is the resolution authorizing that we place the authorized but unissued ordinary shares under the control of the directors. 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 Nedbank Group board is reviewing 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 and Restricted Share Scheme.

The authority to place unauthorized but unissued shares under the control of the directors will be used only for purposes of the Nedbank Group 2005 Share Scheme in the event that, in the opinion of the Nedbank Group board, it was not appropriate for Nedbank Group to acquire shares in the market. This authority is limited to 6,587,320 shares, representing approximately 1.29% of the number of ordinary shares in issue as at 1 January 2022. It is further limited to existing contractual obligations and issuances under the Nedbank Group 2005 Share Option, Matched Share, and Restricted 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 2023, 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 the Nedbank Group on such terms and conditions, and at such times as they deem fit, subject to the provisions of this resolutions, the Companies Act, the Banks Act, and the listing requirements of the JSE. I now put the resolution to the meeting. Can you please complete your ballot paper or indicate your vote online. The next matter before us is advisory endorsements. Advisory endorsements 6.1 and 6.2 on a non-binding basis of the Nedbank Group remuneration policy and the remuneration implementation report. In accordance with the principle of King IV, shareholders are requested to endorse Nedbank Group's remuneration policy and the implementation thereof. Kindly note that the votes on these advisory endorsements are non-binding.

However, 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 with 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. 6.1, 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 summary consolidated annual financial statements. In terms of 6.2, it's to endorse through a non-binding advisory vote the company's remuneration implementation report, as set out in the remuneration report contained in the summary consolidated annual financial statements.

Please complete your ballot paper or indicate your vote online for each of the resolutions. We now proceed to the next matter before us, which is the special resolutions 1.1-1 .11, which deal with the approval of the 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 4% increase. The fees include VAT. We shall be dealing with the approval of the various fees payable with effect from 1 July 2022 individually and note that the fees payable to the chairs of the respective board committees are 2.5 times the member fees.

With regard to resolution 1.1, as I'm personally conflicted with regards to that resolution, which is the resolution dealing with the remuneration of the chair, I would like to hand over to Mike Brown to table this resolution before shareholders.

Mike Brown
CEO, Nedbank Group

Thank you, Chairman. I propose that the remuneration of the chairperson, as set out in the notice, be approved. I will now hand back to the chairperson.

Mpho Makwana
Chairperson, Nedbank Group

Thank you, Mike. I shall now proceed with the resolutions that relate to other directors. Starting with 1.2, I would like to table that the remuneration of the Lead Independent Director, as set out in the notice, be approved. 1.3 is the resolution that I wish to table before this AGM that the remuneration of the Nedbank Group board members, as set out in the notice, be approved. In terms of resolution 1.4, I wish to propose that the remuneration of the Nedbank Group Audit Committee members, as set out in the notice, be approved. 1.5, I propose that the remuneration of the Nedbank Group Credit Committee members, as set out in the notice, be approved. 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, we table and propose that the remuneration of the Nedbank Group Information Technology Committee members, as set out in the notice, be approved. 1.8, I propose that the remuneration of the Nedbank Group Remuneration Committee members, as set out in the notice, be approved. 1.9, we propose that the remuneration of the Nedbank Group Risk and Capital Management Committee members, as set out in the notice, be approved. 1.10, propose that the remuneration of the Nedbank Group Transformation, Social and Ethics Committee members, as set out in the notice, be approved. 1.11, propose that the remuneration of the Nedbank Group Climate Resilience Committee members, as set out in the notice, be approved. Please can you complete your ballot paper or indicate your vote online for each resolution.

We now wish to proceed to special resolutions 2.1 and 2.3, which is the remuneration of non-executive directors appointed as acting Group Chairperson, acting Lead Independent Director or acting Committee Chairperson. As detailed in the notice, the board wishes to acknowledge the additional responsibilities and time commitments for non-executive directors who may, under exceptional circumstances, be required to perform the role of acting Group Chair of the Nedbank boards, acting Lead Independent Director or acting Board Committee Chair for extended periods of time. Although the appointment 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 responsibilities and time commitments. The board therefore proposes the payment of an additional fee to non-executive directors who may be required to perform an acting role.

These fees would be in addition to the normal non-executive directors' fees as detailed in Special Resolution 1. The payment of additional fees to any non-executive director appointed to an acting role will be subject to prior approval by the Nedbank Group Remuneration Committee, will consider the relevant circumstances and the extent of additional commitments on a case-by-case basis. We shall be dealing with the approval of the fees payable to non-executive directors who may be required to perform the role of acting group chair of the Nedbank boards, acting lead independent director or acting board committee chair individually. These resolutions, if approved, will be with effect from the conclusion of this AGM until the conclusion of the next AGM.

I, therefore, in terms of 2.1, wish to propose that the remuneration of any board member who may be appointed as the acting group chair, as set out in the notice, be approved. I've proposed in terms of 2.2 that the remuneration for any board member who may be appointed as acting lead independent director, as set out in the notice, be approved. In terms of Special Resolution 2.3, I propose that the remuneration for any board member appointed as acting committee chair, as set out in the notice, be approved. The next matter before us is Special Resolution 3. Special Resolution 3 pertains to the general authority to repurchase ordinary shares. In terms of the Companies Act, the JSE Listings Requirements and the MOI, the shareholders may authorize the directors by way of 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 2021. I now propose that the general authority to repurchase ordinary shares be granted, and I put the resolution to the meeting. Please complete your ballot paper or indicate your vote online. The next and last order of business is Special Resolution Number 4. This is the resolution pertaining to 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 Sections 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 test as referred to in the Companies Act. I now propose that authority be granted for the company to provide financial assistance to related and interrelated companies as contained in the Companies Act. I wish to put the resolution to the meeting for consideration. Now, all the proposed resolutions have now been put before shareholders. The voting platform 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, in her role as the chair of the Group Transformation, Social and Ethics Committee, as she indicated earlier, has arranged for a short video which showcases some Nedbank CSR activities for shareholders' information.

We shall now request the team to project and broadcast the video.

Speaker 10

The banks of the world have a central role to play in driving sustainable development by directing capital to where it is most needed. Delivering on this responsibility and doing so in a way that achieves optimal social, environmental, and economic returns requires a shift from narrow self-interest and old operating and funding models to deeply embedded systemic thinking that unlocks new sustainable development finance possibilities that effectively meet the needs of society. Such systemic thinking is only possible with a clearly defined purpose, which in Nedbank's case, is to use our financial expertise to do good for individuals, families, businesses, and society. At Nedbank, we choose to deliver on purpose through three key interactions with the United Nations Sustainable Development Goals: through our lending, corporate social investment, and through our operational footprint. Using renewable energy is key to our environment's survival.

We've developed a portfolio funding structure to address ever-increasing electricity costs, concerns around energy security, and climate change issues impacting on corporate South Africa. Energy Partners and SOLA Group were the first two developers who we made the structure available to, and they are now both well-poised to maintain their leadership position. As a consequence, their funding requirement from Nedbank will also grow exponentially from relatively small beginnings.

When it comes to the investments part, we need an efficient capital structure, which includes senior debt funding at efficient and cost-effective rates. This is where Nedbank came to the table, to provide us with our senior debt funding based on efficient rates, good loan-to-value levels, and importantly, a very cooperative and dedicated team to support us in developing our business.

Not only were they able to provide us with the finance and negotiate and settle agreements very close to what we initially were proposed, they also acted as a very good sounding board for when we needed advice throughout the project, how to structure our PPAs, what terms to consider, what critical parameters needed to be in those agreements in order to make the projects bankable.

Successfully balancing and integrating economic growth with environmentally sustainable actions remains one of the biggest challenges to the achievement of the United Nations Sustainable Development Goals. The need to decouple vital resources from economic activities is essential as a means of slowing and reversing environmental degradation.

The emerging farmers doesn't have funds readily available. What Nedbank has done is help us with the funds to be able to help our emerging farmers plant.

This project has assisted Taung, particularly that Taung is 120 villages together. There is not any other income in that area. No mining. Farming is the main food basket.

Decent living space affords people a sense of dignity. Through our partnership with Habitat for Humanity and Payroll Giving, we managed to help Gogo Basangeni to be a homeowner.

The beneficiary in the KwaZulu-Natal intervention was a 92 year old lady. In her lifetime, she's never enjoyed a birthday at all. On 21st of September 2021, through the efforts of Nedbank, she was able to celebrate a birthday. What was a birthday gift? A house from Nedbank. That was amazing in itself, and it is a story that is livable. It's a story that is encouraging, and we are grateful to Nedbank for that opportunity.

Creating work that gives people back their dignity is key for the country's future and economic growth. The Fix Forward incubation program, which aims to reduce income inequality and create sustainable jobs, has empowered tradesmen to realize their potential as entrepreneurs and to help them grow successful businesses.

We're incredibly grateful for the support we've been receiving from Nedbank over the last four years. Over 1,000 jobs have been created in over 400 businesses. Now with the funding we're receiving, we can launch a mobile app that will take Fix Forward, hopefully, to every home that requires renovations.

Through our work with the Indalo Inclusive SA, we've helped to support 30 green enterprises in various sectors, including water security, to achieve business resilience and sustainability.

I think what we appreciate more with Nedbank is not just the money. Yes, the money, it's good, but it's more the skills, the institutional support that we receive. We channel all those efforts towards supporting these entrepreneurs, the future is not just bright, it's green.

In 2019, Nedbank invested in the YES Initiative, which was sponsored by President Cyril Ramaphosa. The initiative seeks to create 1 million jobs for S.A.'s unemployed youth.

The YES Program, as well as Nedbank, in collaboration, gave me an awesome opportunity to venture into the HR field and learn more in terms of the entire HR value chain. I'm very grateful for the opportunity, the future looks very bright indeed.

I am delighted to share that Nedbank has, for the fourth consecutive year, successfully achieved a Level 1 B-BBEE contributor status for the full year 2021, under the amended Financial Sector Code. This achievement is a reflection of our continued commitment to living our purpose in a challenging environment.

I will forever be grateful for the YES initiative and Nedbank. Thank you. Thank you for giving the youth employment opportunities.

Mpho Makwana
Chairperson, Nedbank Group

Thank you very much. We hope you found the video as insightful as we hope it is meant to be for shareholders and all our key stakeholders. The scrutineers have handed me the outcome of the voting. I'll just read the percentages, in favor of the various resolutions. Starting with ordinary resolution number 1.1, with regards to the election of Ms. Phumzile Langeni, those in favor were 85.18%. The resolution relating to the re-election of directors that are retiring by rotation. Mr. M. W. T. Brown, Mike Brown, 98.73%. Mr. B. A. Dames, Brian Dames, 97.97%. Mr. Rob Leith, 99.87%. Mr. Stanley Subramoney, 98.39%. The resolution regarding the appointment of auditors, Deloitte & Touche, 71.87%. EY, 99.03%. The appointment of the group audit committee members, in terms of Mr. Subramoney, 98.54%. Mr. Brody, 96.64%. Ms. Dongwana, 96.37%. Mr. Kruger, 98.85%.

With regards to ordinary resolution number five, the matter relating to placing the unauthorized but unissued ordinary shares under the control of directors. Those in favor were 97.72%. Advisory solution number 6.1, that is the advisory endorsement on the group REM policy. Those in favor were 71.70%. The advisory solution 6.2, in terms of the group remuneration report, those in favor were 72.86%. With regards to special resolutions, starting with resolution 1.1 right through to 1.11. 1.1, the remuneration of the non-executive chair, 99.36%. 1.2, the lead independent director, 99.40%. The special resolution 1.3, in terms of the remuneration of the non-executive directors, group board member, 99.26%. Remuneration of the non-executive directors, in terms of committee members' fees for the audit committee, 99.77%. Remuneration of the non-executive directors with regards to the group credit committee fees, 99.82%.

Special resolution 1.6, which is the fees for the Group Directors Affairs Committee, 99.8%. The remuneration on the members of the Group Information Technology Committee, that is special resolution number 1.7, those in favor were 99.82%. Special resolution number 1.8, with regards to the Group Remuneration Committee members, those in favor were 99.74%. Special resolution number 1.9, with regards to Group Risk and Capital Management Committee members, those in favor were 99.82%. Special resolution number 1.10, with regards to board fees for the members of the Group Transformation, Social and Ethics Committee members, those in favor, 99.82%. Special resolution number 1.11, which is the membership of the Nedbank Group Climate Resilience Committee, those in favor voted 99.92%. Special resolution number 2.1, which is the remuneration in the event where we need to appoint an acting group chair, acting lead independent director, or acting committee chair.

That special resolution 2.1 received those who voted in favor, voted 99.95%. Special resolution number 2.2, the remuneration of non-executive director who may be appointed as acting group chair, acting Lead independent, so that's the one that's 99.95%. The special resolution number 2.3 with regard to the independent director is 99.95%. Special resolution number three with regards to the committee chair is 99.78%. Special resolution number four with regards to the general authority to repurchase ordinary shares is 99.84%. With that, ladies and gentlemen, as you may have seen, the scrutineers have confirmed that all resolutions have been passed by the requisite majority. However, the advisory endorsements 6.1, to endorse the company remuneration policy, and 6.2, to endorse the implementation report, were voted against by more than 25% of the voting rights exercised by shareholders.

Therefore, the board takes cognizance of this and will engage further with shareholders in this regard, details of which will be provided on the JSE SENS. We've concluded the business before us, before I declare this meeting closed, I want to firstly thank the board of directors for the diligence with which they go about conducting their business. I must say that in terms of both our board and our management, we are quite fortunate as Nedbank to have the high caliber and quality of members, of men and women that serve Nedbank. Most importantly, we do not do this alone. We do this with the support of our more than 27,000 staff. To all these fellow Nedbankers, we wish to say thank you so much ever for your contribution and hard work.

As all the business on the agenda has been dealt with, noting that the detailed voting results will be published on SENS later today, I wish to now formally close the proceedings of this 55th annual general meeting of Nedbank Group Limited. I wish to thank you all for your participation and attendance. Thank you very much.