Final Results of the Offer to Shareholders of NCBA Group PLC (NCBA)
TakeoverMaterial
In brief
Nedbank has acquired 66% of NCBA Group's issued shares following acceptances totaling 79.88%. To implement the deal, it issued 43,631,052 new Nedbank shares and paid KES 23,228,613,861 in cash (ZAR 2,931,980,292).
The announcement
Final Results of the Offer to Shareholders of NCBA Group PLC (NCBA) NEDBANK GROUP LIMITED (Incorporated in the Republic of South Africa) Registration number: 1966/010630/06 JSE share code: NED NSX share code: NBK A2X share code: NED ISIN: ZAE000004875 JSE alpha code: NEDI (Nedbank Group) FINAL RESULTS OF THE OFFER TO SHAREHOLDERS OF NCBA GROUP PLC (NCBA) 1. Introduction 1.1. Shareholders and noteholders of Nedbank Group are referred to the announcements released on SENS regarding Nedbank Group’s offer to acquire c. 66% of the issued ordinary shares of NCBA from NCBA Shareholders on a pro rata basis (the Offer or the Transaction), namely the announcements dated: 1.1.1. 21 July 2026, relating to the initial results of Offer; and 1.1.2. 19 October 2026 confirming that the Offer had become unconditional (Announcements). 1.2. Capitalised terms used herein that are not otherwise defined bear the meanings ascribed to them in the Announcements. 2. Results of the Offer 2.1. In terms of the Offer, each NCBA Shareholder was entitled to tender 66% of its beneficial holding, with the opportunity to make excess application in respect of up to 100% of its NCBA Shares (Excess Applications), subject to scaling/allocation mechanics to be exercised by Nedbank Group. 2.2. As announced on 21 July 2026, the Offer was accepted by NCBA Shareholders holding 1,316,357,895 NCBA Shares, representing 79.90% of the NCBA Shares in issue. 2.3. Following the Offer becoming unconditional in all respects and the final reconciliation of acceptances by the Processing Agent, Nedbank Group hereby announces the final results of the Offer as follows: % of NCBA Shares in Number of NCBA Shares Issue Total acceptances received (pro rata 920 425 367 55.87% entitlement) Total Excess Applications received 395 597 477 24.01% Total acceptances received 1 316 022 844 79.88% 2.4. Following the application of the scaling and allocation mechanics, Nedbank Group acquired 66% of the issued NCBA Shares. Implementation of the Transaction resulted in: 2.4.1. the issue of 43 631 052 new Nedbank Group Shares to NCBA Shareholders who have accepted the Offer and are entitled to receive the Nedbank Group Shares, bringing the total number of Nedbank Group Shares in issue to 520 903 680; and 2.4.2. a cash payment of KES 23 228 613 861 for the aggregate Cash Portion, amounting to ZAR 2 931 980 292 at the aggregate KES/ZAR exchange rate of 7.9225. 2.5. Following implementation of the Transaction, NCBA will continue to be listed on the Nairobi Securities Exchange. Johannesburg 5 November 2026 Exclusive Investment Bank, Corporate Advisor and Transaction Sponsor to Nedbank Group Nedbank Corporate and Investment Banking, a division of Nedbank Limited Sponsor to Nedbank Group in Namibia Old Mutual Investment Services (Namibia) (Pty) Ltd Legal Advisor to Nedbank Group Cliffe Dekker Hofmeyr Inc. Kenyan Investment Bank and Stockbroker to Nedbank Group Dyer and Blair Investment Bank Kenyan Share Registrar and Processing Agent to Nedbank Group Custody & Registrars Services Limited Date: 05/11/2026 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.