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NedBank Offer

Make informed choices about the offer

Offeror

Nedbank Group Limited

Nedbank Group Limited

Nedbank 135 Rivonia Campus, 135 Rivonia Road, Sandown, Sandton, Gauteng, 2196,
South Africa

https://group.nedbank.co.za

The Company

NCBA Group PLC

NCBA Group PLC

NCBA Centre, Mara and Ragati Road
P.O. Box 44599 – 00100
Nairobi, Kenya

https://ncbagroup.com

The Offer is a partial pro rata offer by Nedbank to acquire the Offer Shares, subject to fulfilment of the Conditions. Each NCBA Shareholder will be entitled to offer up to 66% of their NCBA Shares under the Offer, with the opportunity to offer excess shares, subject to the scaling and allocation mechanics set out in this Offer Document.

Security — beware of phishing

We will never ask you to share your password, full card or banking PIN, or one-time codes by email, SMS, or over the phone. Sign in and access this offer only through the official site you were given. Check the address in your browser before entering credentials. Do not open unexpected attachments or “verify account” links. If in doubt, use the contact details in your offer materials or reach your stockbroker on their known numbers.

Professional advisers

Nedbank’s Advisers

The institutions supporting this offer bring together local and regional expertise across banking, broking, legal, registry, and settlement.

Nedbank CIB

South African investment bank and corporate adviser to Nedbank

Nedbank CIB

Corporate and Investment Banking, a division of Nedbank Limited

Nedbank 135 Rivonia Campus, 135 Rivonia Road, Sandown, Sandton, Gauteng, 2196, South Africa
Dyer & Blair Investment Bank Limited

Kenyan Investment Bank

Dyer & Blair

Dyer & Blair Investment Bank Limited

7th Floor, Goodman Tower, off Waiyaki Way
P.O. Box 45396-00100
Nairobi, Kenya
Nedbank Private Wealth Stockbrokers

South African stockbroker

Nedbank Private Wealth

Nedbank Private Wealth Stockbrokers

Nedbank 135 Rivonia Campus, 135 Rivonia Road, Sandown, Sandton, Gauteng, 2196, South Africa
Cliffe Dekker Hofmeyr incorporating Kieti Law LLP

Legal adviser

CDH

Cliffe Dekker Hofmeyr incorporating Kieti Law LLP

Merchant Square, 3rd Floor, Block D, Riverside Drive
P.O. Box 22602-00505
Nairobi, Kenya

NCBA's Advisers

NCBA Group advisers and partners in Kenya supporting the offer, shareholders, and related banking and legal work.

NCBA Investment Bank

KENYAN INVESTMENT BANK

NCBA Investment Bank

NCBA Centre, Mara and Ragati Roads, Upper Hill
P.O. Box 44599-00100
Nairobi, Kenya
Faida Investment Bank

Independent Financial Advisor

Faida

Crawford Business Park,
State House Rd,
Nairobi, Kenya
IKM DLA Piper

Legal adviser

IKM DLA Piper

IKM Place, Tower A, 1st Floor,
5th Ngong Avenue, Off Bishops Road,
Nairobi, Kenya.

Processing Agent & Paying Bank

The share registrar and processing agent for the offer, and the bank that will effect payments to accepting shareholders.

Custody & Registrars Services Limited

Share registrar and processing agent

C&R

Custody & Registrars Services Limited

1st Floor, Tower B, IKM Place
5th Ngong Avenue
Nairobi, Kenya
Standard Chartered Bank Kenya Limited

Paying bank

Standard Chartered

Standard Chartered Bank Kenya Limited

48 Westlands Road, Chiromo,
Nairobi, Kenya