NEDBANK GROUP LIMITED - Potential Incorrect Disclosure of Beneficial Interests in Securities

Evidence from the filing

• Nedbank Group's prompt action to inform the Takeover Regulation Panel about the potential incorrect disclosure demonstrates strong corporate governance and a commitment to regulatory compliance, fostering investor trust.

  “Nedbank Group has duly informed the Takeover Regulation Panel, and this matter is under their formal consideration.”

• The retraction of Standard Bank's reported 5.57% beneficial interest removes potential market speculation regarding a significant strategic stake by a competitor, providing clarity on Nedbank's shareholder structure.

  “The Company has since been informed by Standard Bank that its notification was issued to Nedbank Group in error and that its holdings did not exceed the prescribed 5% threshold.”

• Erosion of Information Integrity: The retraction of a previously announced 5.57% beneficial interest by Standard Bank due to error undermines the reliability of SENS disclosures and Nedbank's internal verification processes, potentially leading to investor distrust in communicated shareholder information.

  “The Company has since been informed by Standard Bank that its notification was issued to Nedbank Group in error and that its holdings did not exceed the prescribed 5% threshold. Accordingly, shareholders are advised that the initial disclosure communicated by Standard Bank may potentially be retracted.”

• Increased Regulatory Risk and Scrutiny: The formal involvement of the Takeover Regulation Panel signifies potential regulatory fallout for Nedbank, as a significant disclosure error is now "under their formal consideration," which could lead to reputational damage and potential enforcement actions.

  “Nedbank Group has duly informed the Takeover Regulation Panel, and this matter is under their formal consideration.”

• Market Misinformation and Distorted Perception: Shareholders were previously advised of a material 5.57% stake held by a competitor (Standard Bank), which is now confirmed as incorrect. This prior misinformation could have influenced trading decisions and perceptions of Nedbank's share register, potentially leading to inefficient capital allocation by investors based on faulty data.

  “Shareholders are referred to the announcement released on SENS on 29 January 2026, relating to the acquisition of Nedbank Group ordinary shares by The Standard Bank Group ("Standard Bank") such that Standard Bank's total interest in the ordinary shares of Nedbank Group amounted to 5.57%, pursuant to notification received from Standard Bank in terms of section 122(1) of the Companies Act, (Act No. 71 of 2008).”

• Underlying Compliance Weakness: While Nedbank states reliance on Standard Bank's notification, the incident raises subtle concerns about the robustness of the broader beneficial interest disclosure ecosystem, implying that even sophisticated institutions can misreport, thereby introducing a layer of uncertainty about the accuracy of Nedbank's ultimate shareholder register as reported.

  “The Board has relied on the accuracy of the information contained in the notification received from Standard Bank in making this announcement.”

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