NEDBANK GROUP LIMITED - Changes to the Boards of Directors, Board Committees and Classification of Directors

Changes to the Boards of Directors, Board Committees and Classification of Directors

Nedbank Group Limited                               Nedbank Limited
(Incorporated in the Republic of South Africa)      (Incorporated in the Republic of South Africa)
Registration number: 1966/010630/06                 Registration No. 1951/000009/06
JSE share code: NED                                 JSE alpha code: BINBK
NSX share code: NBK                                 (Nedbank)
A2X share code: NED
ISIN: ZAE000004875
JSE alpha code: NEDI
(Nedbank Group or Group)


NEDBANK GROUP AND NEDBANK LIMITED – CHANGES TO THE BOARDS OF DIRECTORS,
BOARD COMMITTEES AND CLASSIFICATION OF DIRECTORS

1. Appointment of Peter Wharton-Hood
   In compliance with paragraph 3.59 of the JSE Limited (JSE) Listings Requirements and paragraph
   6.42 of the JSE Debt and Specialist Securities Listings Requirements and as part of the Group's
   ongoing board continuity planning, the boards of directors of Nedbank Group and Nedbank (the
   Boards) are pleased to announce that Mr Peter Wharton-Hood has been appointed as an
   Independent Non-executive Director with effect from 3 March 2026. Mr Wharton-Hood will join as a
   member of the Nedbank Group Credit Committee and the Large-exposure Approval Committee,
   also with effect from 3 March 2026. The appointment has been made in terms of the Group's policy
   on the nomination and appointment of directors.

   Peter (CA(SA)) is the Group Chief Executive of Life Healthcare Group Holdings Limited. He brings
   more than twenty years of international executive and board-level leadership experience, with a
   strong background in banking and finance through previous senior executive and non-executive
   roles at Standard Bank Group and Deutsche Bank AG.

   The Boards welcome Peter and are confident that his extensive experience coupled with his
   expertise in the key areas of banking and financial services, payments, risk management, and
   technology will significantly enhance the Boards' collective skills.

2. Further extension of Stanley Subramoney's tenure
   Further to the SENS announcement released on 3 April 2025 advising that Stanley Subramoney's
   tenure had been extended for an initial year, shareholders are advised that, in terms of Nedbank
   Group's Board Continuity programme, the Boards have resolved to further extend the tenure of
   Stanley Subramoney by one year after the conclusion of the Nedbank Group annual general meeting
   to be held on 29 May 2026 (AGM). This extension will provide continuity on the Boards and board
   committees given the recent appointments. Stanley is classified as a Non-Independent Non-
   Executive Director in terms of clause 8.1.2.8 of the SARB Prudential Authority's Directive 4 of 2018.

3. Retirement of Hubert Brody and Brian Dames on 29 May 2026
   In line with Nedbank Group's Board Continuity Programme, the Boards also announce the retirement
   of Hubert Brody (Lead Independent Director and Chair of the Group Directors' Affairs Committee)
   and Brian Dames (Chair of the Group Sustainability & Climate Resilience Committee) upon
   conclusion of the AGM. In accordance with Nedbank Group Policy, unless the Group Boards resolve
   otherwise, non-executive directors retire at the AGM following the completion of a nine-year term.

   Brian joined the Boards in 2014 and was appointed as Chair of the Group Sustainability & Climate
   Resilience Committee (GSCRC) in 2020. As permitted by Nedbank Group Policy, Brian's tenure on
   the Boards was previously extended beyond nine years given the need for continuity on the GSCRC.
   Following the recent appointments of directors with climate risk expertise, Brian Dames will retire
   from the Boards at the upcoming AGM. During Brian's tenure he has chaired the GSCRC and has
   been a member of the Group IT, Group Credit, Group Risk & Capital Management, Group Directors'
   Affairs, and Large-exposure Approval Committees.

   Hubert Brody joined the Boards in 2017 and was appointed as the Lead Independent Director in
   2021. Hubert has elected to retire at the forthcoming AGM as he reaches the end of his nine-year
   independence term according to the Bank's Act, shortly thereafter during July. During Hubert's
   tenure he has chaired the Group Remuneration Committee and Group Directors' Affairs Committee,
   and has been a member of the Group IT, Group Audit, Group Credit, Large-exposure Approval and
   Group Risk & Capital Management Committees.

   Group Chairperson, Daniel Mminele, commented: 'Although Brian and Hubert remain on the Boards
   until the end of May 2026, on behalf of the Boards I wish to thank both of them for their immense
   contributions to the Boards and their wise counsel over the years. Their unique insights will be
   sorely missed at board meetings as well as on the board committees which they chair. On behalf
   of the Boards I further wish them well in their future endeavours.'

4. Appointment of Lead Independent Director with effect from 29 May 2026
   Shareholders are advised that Phumzile Langeni (Chair of the Group Remuneration Committee) has
   been appointed as Lead Independent Director of the Boards with effect from the close of the AGM.

Accordingly, as at the close of the upcoming AGM, and subject to the election and re-election of directors
by shareholders at the AGM, the Boards will be comprised as follows:

   -   Daniel Mminele (Chairperson)
   -   Jason Quinn (Chief Executive)
   -   Mary Bomela (Independent non-executive director)
   -   Mike Davis (Chief Financial Officer)
   -   Natasha Davydova (Independent non-executive director)
   -   Neo Dongwana (Independent non-executive director)
   -   Oliver Fortuin (Independent non-executive director)
   -   Fleetwood Grobler (Independent non-executive director)
   -   May Hermanus (Independent non-executive director)
   -   Dixit Joshi (Independent non-executive director)
   -   Phumzile Langeni (Lead Independent Director)
   -   Rob Leith (Independent non-executive director)
   -   Linda Makalima (Independent non-executive director)
   -   George Njenga (Independent non-executive director)
   -   Mfundo Nkuhlu (Chief Operating Officer)
   -   Terence Nombembe (Independent non-executive director)
   -   Sanat Rao (Independent non-executive director)
   -   Stanley Subramoney (Non-executive director)
   -   Peter Wharton-Hood (Independent non-executive director)

5. Board committee changes on 9 February 2026, 3 March 2026 and 29 May 2026
   Shareholders are further advised of the following board committee changes, some of them being as
   a consequence of the above changes:

   Group Credit Committee (GCC) and Large-exposure Approval Committee (LEAC)
   Mary Bomela has been appointed as a member of the GCC and the LEAC with effect from 9
   February 2026.

   Peter Wharton-Hood has been appointed as a member of the GCC and the LEAC with effect from
   3 March 2026.

   Group Risk and Capital Management Committee (GRCMC)
   Dixit Joshi has been appointed as the Chair of the GRCMC with effect from 29 May 2026.

   Rob Leith steps down as Chair of the GRCMC on 29 May 2026, but remains a member of the
   committee.

   Brian Dames and Hubert Brody step down as members of the GRCMC when they retire from the
   Boards on 29 May 2026.

   Group Model Risk Oversight Committee (GMROC)
   Dixit Joshi has been appointed as a member of the GMROC with effect from 9 February 2026.

   Group Sustainability & Climate Resilience Committee (GSCRC)
   Fleetwood Grobler has been appointed as the Chair of the GSCRC with effect from 29 May 2026,
   replacing Brian Dames who retires as Chair and member of the GSCRC as he steps off the Boards
   at the next AGM.

   Group Directors' Affairs Committee (DAC)
   Phumzile Langeni has been appointed as the Chair of the DAC with effect from 29 May 2026,
   replacing Hubert Brody who retires as Chair and member of the DAC on 29 May 2026 when he
   steps off the Boards.

   Fleetwood Grobler, as chair of the GSCRC, also joins as a member of the DAC with effect from 29
   May 2026, replacing Brian Dames who retires as a member of the DAC when he steps off the
   Boards.

   Dixit Joshi, in his capacity as Chair of the GRCMC effective 29 May 2026, also joins as a member
   of the DAC on that date.

   Group IT Committee (GITCo)
   Hubert Brody and Brian Dames step down as members of the GITCo when they retire from the
   Boards on 29 May 2026.

   Group Audit Committee (GAC)
   Hubert Brody steps down as a member of the GAC when he retires from the Boards on 29 May
   2026.


Sandton
10 February 2026

Sponsors to Nedbank Group in South Africa:
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Sponsor to Nedbank Group in Namibia:
Old Mutual Investment Services (Namibia) (Pty) Ltd

Debt Sponsor to Nedbank Group and Nedbank - in South Africa:
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Date: 10-02-2026 05:00:00
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