The governing body ensures that the organisation remunerates fairly, responsibly and transparently to promote sustainable value creation by the organisation within its economic, social and environmental context.

Exception declaration

All the recommended practices in support of Principle 11 have been implemented, except for the following:

1. Recommended practice 114.d of King V:
   
   
   1. This practice provides that the governing body should ensure that the remuneration policy addresses the way in which responsible and transparent discretion is to be applied by the governing body in its decision-making on variable remuneration in instances where the formulaic application of the policy may result in unintended consequences, such as unanticipated windfall gains or being unfairly punitive.
   2. Nedbank does not follow a formulaic approach to decisions pertaining to remuneration decisions. However, our Remuneration Policy provides principles pertaining to discretionary decisions, and furthermore the business is provided with rules around the operational aspects of variable remuneration decisions.

Specific disclosures

(a) Disclosures in relation to remuneration:

1. Key decisions taken on remuneration, including reference to the internal and external factors that influenced these decisions.
   
   Please refer to Part 1 (Letter from the chairperson) of our 2025 Remuneration Report.



2. The use and justification of remuneration benchmarks.
   
   Please refer to Part 2 (Remuneration Policy) of our 2025 Remuneration Report.



3. How it is ensured that the remuneration of executive management is fair and responsible in relation to overall employee remuneration.
   
   Please refer to the section with the heading 'Fair remuneration practices' under Part 3 (Implementation Report) of our 2025 Remuneration Report.



4. A description of the performance measures and associated targets applied to the achievement of strategic objectives and the sustainable creation of value by the organisation within its economic social and environmental context, including the relative weighting of each target and the period over which it is measured. If these are deemed to be commercially sensitive in nature, the targets should be disclosed in arrears.
   
   Please refer to Part 3 (Implementation Report) of our 2025 Remuneration Report.



5. Whether discretion has been applied by the governing body in its decision making on remuneration, the impact of such discretion on pay outcomes and the factors considered when the decision(s) was made.
   
   Please refer to the section with the heading 'Remco discretion' under Part 1 (Letter from the chairperson) of our 2025 Remuneration Report.



6. Details of any obligations in executive employment contracts which could give rise to payments on termination of employment or office.
   
   Please refer to the section with the heading 'Group executive employment terms' under Part 2 (Remuneration Policy) of our 2025 Remuneration Report.



7. Whether remuneration consultants have been used, and the view of the governing body of their independence and objectivity.
   
   Please refer to the section with the heading 'Remuneration benchmarking and advisory services' under Part 1 (Letter from the chairperson) of our 2025 Remuneration Report.



8. The results of any votes by shareholders on the remuneration policy and the remuneration outcomes and the steps taken to address significant shareholders' concerns.
   
   Please refer to the section with the heading 'Remuneration Report shareholder voting outcomes' under Part 1 (Letter from the chairperson) of our 2025 Remuneration Report.



9. Whether the governing body is satisfied that the remuneration policy has achieved its stated objectives.
   
   Please refer to the section with the heading 'Conclusion' under Part 1 (Letter from the chairperson) of our 2025 Remuneration Report.