Nedbank Group Ltd

While the Nedbank Group Executive Committee (Group Exco) is ultimately responsible for our stakeholder engagement, the process of engaging with stakeholders is decentralised and forms part of the operations of our various clusters and business areas. [...] Each business area must report regularly on its stakeholder engagements through the Group Exco or the delegated subcommittee. This is to ensure that our business units maintain and commit to playing a role in nurturing impactful relationships that deliver mutual benefits. [...] The Group Exco and Group Transformation, Social, and Ethics Committee (GTSEC) monitors compliance with this policy every year. [...] The board of directors is briefed regularly on the state of stakeholder relationships and stakeholder needs, interests, and expectations, which serve as strategic input for planning and decision-making.

2019 Developed internal policy regarding the financing of thermal-coal mining and related activities. Established a formal governance committee, the Climate Risk Leadership Group (CRLG), under the chairmanship of the Nedbank Chief Risk Officer. [...] 2020 Publicly disclosed a thermal coal policy. Proactively proposed further climate change action by tabling climate change related shareholder resolutions at our AGM. 100% votes of approval [...] Key 2021 Group Climate Resilience Committee milestones  Engaged proactively with & gave feedback to climate groups regarding 2021 TCFD reporting.  Provided a steer to prioritise & focus on climate-related strategic opportunities.  Approved the establishment of the carbon accounting project.  Approved the development of the sectoral glidepaths project, in support of the Nedbank Energy Policy.  Assessed human resource capacity on how business and group functions would support the execution and operationalisation of the Climate Risk Management Framework.

This statement has been approved by Nedbank's Executive Management Committee and the Nedbank Board, which will also approve and monitor future commitments stemming from it. [...] Monitoring the implementation of the SA National Assembly's Climate Change Bill (once enacted) and other regulatory developments; assessing how it might affect our nature-related strategy and commitments; and updating our Nature Position Statement regularly to reflect our learnings. [...] Considering future enhancements to the Nedbank Remuneration Policy to provide additional incentives to align leadership behaviours with the spirit of this position statement.

In 2021 we established a Group Climate Resilience Committee (GCRC) – a board committee focused on climate change and providing independent oversight of the adequacy and effectiveness of the Climate Risk Management Framework and the Social and Environmental Risk Framework in line with the Enterprisewide Risk Management Framework (ERMF), which includes key risks, key performance indicators, branding, market positioning and opportunities and strategy in relation to social, environmental and climate-related risks and opportunities. We also established a Climate Risk Committee (as a subcommittee of Group Exco), which is chaired by the Chief Risk Officer, and a groupwide multidisciplinary Climate Task Team. Other key activities in the year included establishing a Climate Risk function within our Group Risk Cluster and initiatives aimed at upskilling the board, management, employees and clients on climate change matters. Other key decisions taken by the board in 2021 include approving Nedbank's Energy Policy and approving climate scenarios set out in the 2021 Internal Capital Adequacy Assessment Process (ICAAP). [...] The board committees assist the board in the discharge of its duties and responsibilities. Each board committee has formal written terms of reference that are reviewed annually and effectively delegated in respect of certain of the board's responsibilities. These terms of reference are available at nedbankgroup.co.za. The board monitors these responsibilities to ensure effective coverage of and control over the operations of the group. Detailed reports from the chairs of the board and board committees are available in the group's 2021 Governance Report and can be accessed at nedbankgroup.co.za.

Nedbank's tax strategy and approach to **Our tax strategy, unlocking strategic value, is executed in an integrated approach as follows:** tax are enabled by our key tax principles as contained in the Nedbank Group Tax **Policy, which the GAC reviews and approves annually. Our key tax principles are guided **by our purpose, vision, brand promise and acting with transparency and integrity to support positive and sustainable relationships and tax certainty [...] Nedbank's Group Tax Policy is reviewed annually and was approved by the Finance Forum on 16 May 2023 and the GAC on 26 October 2023. [...] The GAC considered the integrity of the Tax Review and concluded that it adequately provides material disclosures of the group's financial and non-financial tax matters. [...] The board ensures the integrity of the report through our integrated-reporting process and the various approvals and signoffs by Group Exco and the board. The board also relies on our coordinated-assurance model, which is overseen by the GAC, and assesses and assures various aspects of our business [...] The board holds the CFO accountable for ensuring compliance with the Nedbank Group Tax Policy. To this end, the Finance Forum, which the CFO has established and chairs, supports him in performing his duties to the board. The forum monitors tax compliance and compliance with the Nedbank Group Tax Policy, ensures that taxation risk is managed appropriately throughout the group, and deals with tax matters and key judgements across the group. The forum meets monthly and is represented by the cluster chief financial officers and the Executive Head of Group Tax.

During the year we constituted a Board Group Climate Resilience Committee (GCRC) to provide independent oversight of the Social and Environmental Risk Framework (SERF) and to monitor and steer the operationalisation of the Climate Risk Management Framework (CRMF). [...] The CRMF is informed by global best practice, such as the Taskforce on Climate-related Financial Disclosures (TCFD), which relates to principles for lending, investment practices, asset management, insurance and own operations.

Nedbank has established a robust climate-related governance framework that involves the board, supported by various board subcommittees. Notably, the Group Climate Resilience Committee* is dedicated to addressing climate-related risks and opportunities. Additionally, the Nedbank Group Executive Committee (Group Exco) consistently provides updates and feedback to both the board and the relevant board subcommittees. The board explicitly considered climate-related matters at 11 board meetings in 2023. [...] The group's business clusters assume responsibility for evaluating and managing risks and opportunities as part of the first line of defence (1LoD). Senior leadership and group executives oversee specific aspects of climate-related affairs, taking a holistic approach to climate management. In 2022 Group Exco established a Purpose Working Group, led by the Chief Operating Officer, to align with the group's purpose. In 2023 we saw the start of a more formal and integrated approach to the challenge of addressing climate and related sustainability matters, with the Purpose Programme of Work being established and endorsed by both the board and Group Exco. The second line of defence (2LoD), overseen by the Chief Risk Officer, has the responsibility of managing climate-related risks and also leads the Climate Risk Committee.

The Nedbank Board assumes ultimate responsibility for how the group fulfils its purpose, which includes navigating sustainability and ESG matters. The board recognises the integrated nature of ESG and, therefore, the importance of taking a systems view that considers short-, medium- and longer-term implications. This ensures that our impact, both positive and negative, is managed optimally. The mandates of the various governance bodies that support the board in addressing sustainability matters reflect this interconnection. As illustrated in our ESG structures, the board is supported by a range of board subcommittees, senior management, Group Executive Committee (Group Exco) subcommittees, and a number of cross-functional strategic and operational teams and risk frameworks in executing and evolving Nedbank's commitments to address climate change and biodiversity. These bodies also support the board in its oversight of the group's sustainable development efforts, including sustainable development finance (SDF), access to financing, and ensuring the well-being of our employees and clients. These committees draw on expertise across the enterprise to enable Nedbank to respond to related risks and opportunities in a balanced and structured way. The mandates and objectives of these committees are discussed fully in the 2023 Nedbank Group Governance Report. Authorised by the board in terms of section 72(1) (b) of the Companies Act, 71 of 2008, the Group Transformation, Social and Ethics Committee (GTSEC), Directors' Affairs Committee (DAC), Group Climate Resilience Committee (GCRC), Purpose Steering Committee (PSC) and Climate Risk Committee meet quarterly, and additional ad hoc meetings are scheduled as and when required. The Purpose Working Group and Climate Task Team meet at least twice a month, and reporting to the various governance committees occurs in line with [...] Under the chairpersonship of the Chief Risk Officer in 2023, and since 2024 the Group Chief Compliance Officer, the GRRC oversees any matter that could have an adverse impact on the group's reputation [...] Group Transformation, Social and Ethics Committee oversight and responsibilities On behalf of the board, GTSEC oversees matters set out in Regulation 43(5) of the Companies Act. In 2023 GTSEC took responsibility for the group's sustainable development activities that are focused on the non-financial impact of the bank and how it uses its core business of lending and investing to address pressing social and environmental issues, thereby fulfilling its purpose. This includes monitoring progress in terms of the transformation agenda for the group, developing the group's human capital, and enhancing the culture of ethics and ethical leadership in the group (including ethical remuneration), human rights in business, stakeholder engagement according to King IV, and climate resilience as listed and defined in the group's Enterprisewide Risk Management Framework and Corporate Social Investment Policy. From 2024, this responsibility is overseen by GCRC.

The framework outlines the process that the group will use to determine how projects fit within the eligible categories. The bank has set up a climate and sustainability committee (within its corporate and investment bank) with senior members from key departments, including investment banking, debt finance, sustainable finance solutions, operations, risk, strategy, and with attendees from the treasury, balance sheet management, and sustainability departments. The committee will be responsible for evaluating and selecting eligible projects. [...] Moreover, Nedbank Group will rely on its social and environmental management system (SEMS) to identify and manage risks in these areas associated with financed projects. The SEMS process follows international methodologies such as the Equator Principles, in line with the sector's standard practices. The bank's credit unit screens and categorizes wholesale clients into high impact sectors from an environmental and social risk perspective, and this is supplemented by additional documentation requirements and the inclusion of environmental and social contractual terms for borrowers (coordinated by the transaction management team). If a transaction fails to comply with the environmental and social contractual terms, before or after disbursement, the bank will engage with the client to bring the transaction into compliance. We consider this a strength.

Sustainability governance
Our group's senior governance bodies have the responsibility of ensuring that sustainability enjoys the priority status that it should across all areas of our business.

The Group Transformation, Social and Ethics Committee (GTSEC), a subcommittee of the Nedbank Group board, takes ultimate responsibility for monitoring and refining all sustainability policies and ensuring that these are fully integrated across all our group's businesses and activities.

In this way, we have established a robust, topdown sustainability governance structure, which not only ensures compliance with all necessary regulations, but also keeps the entire business aware of any sustainability risks and opportunities, making sure it responds quickly and effectively when required.

The Group Sustainability Committee (GSC), which is chaired by the Chief Governance and Compliance Officer, reports to the GTSEC. This committee includes executive and senior management level representatives from all areas of our organisation and is also supported by a dedicated sustainability team, as well as various cluster sustainability forums.

The GSC focuses particularly on ensuring and facilitating full understanding of the long-term sustainability implications of decisions and actions taken across our bank. To achieve this the GSC communicates extensively with Nedbank staffmembers, not only to raise and maintain sustainability awareness, but also to promote and guide a comprehensive culture of sustainability throughout the organisation.

By enabling our group's governance bodies to assess and prioritise sustainability considerations effectively, in tandem with financial decisionmaking processes, this proven sustainability governance structure continues to drive the delivery of our group's approach to sustainability. And in so doing, it serves to enable the realisation of our business and financial objectives, and our overall group vision.

The table on page 5 offers a high-level view of the main Nedbank Group sustainability governance structures and shows how these align with our material matters. These structures facilitate the full integration of sustainability components, both with one another and across all areas of the business, and enable quick and effective responses to any identified sustainability risks and opportunities.

The GCRC is a board subcommittee focused on climate change and providing independent oversight of the adequacy and effectiveness of the Climate Risk Management Framework and the Social and Environmental Risk Framework, in line with the Enterprisewide Risk Management Framework (ERMF), which include key risks, key performance indicators, branding, market positioning, and opportunities and strategy in relation to social, environmental and climate-related risks and opportunities. [...] In 2021 we also established a new Climate Risk Committee (as a subcommittee of the Nedbank Group Exco), which is chaired by the Chief Risk Officer, and a groupwide multidisciplinary Climate Task Team. Other key activities in the year included establishing a Climate Risk function within our Group Risk Cluster and initiatives aimed at upskilling the board, management, employees and clients on climate change matters.

###### Climate – governance & 2023 highlights

###### Governance

▪ GSCRC, previously GCRC, has broadened its mandate to encompass both sustainability & climate- related risks & opportunities, reflecting our commitment to building climate resilience & contributing to a sustainable future

▪ Purpose Programme of Work (PPOW) established to integrate climate & broader sustainability across the organisation, in key areas like strategy, risk, credit & governance

The Committee will rely on the work and reporting of the Group Climate Resilience Committee, Transformation and Human Resources Committee, the executive function responsible for monitoring and implementation of the Department of Trade, Industry and Competition (DTIC) Codes of Good Practice and relevant Sector Codes, the Climate Risk Committee, Group Strategy: Sustainability and Stakeholder Relations Forum, Group Compliance, Ethics Office, Group Risk Monitoring Division, Group Human Resources and any other Board committees, Group Exco committees, and Nedbank Group divisions as appropriate. [...] Facilitating participation, co-operation and consultation on environmental, health and safety matters of governments, national and international organisations, super-national authorities, other companies and other environmental, health and safety bodies; [...] Where appropriate collaborating on social, environmental and climate related matters with the Group Climate Risk Resilience Committee.

Sustainability governance Our group's senior governance bodies have the responsibility of ensuring that sustainability enjoys the priority status that it should across all areas of our business. The Group Transformation, Social and Ethics Committee (GTSEC), a subcommittee of the Nedbank Group board, takes ultimate responsibility for monitoring and refining all sustainability policies and ensuring that these are fully integrated across all our group's businesses and activities. In this way, we have established a robust, topdown sustainability governance structure, which not only ensures compliance with all necessary regulations, but also keeps the entire business aware of any sustainability risks and opportunities, making sure it responds quickly and effectively when required. The Group Sustainability Committee (GSC), which is chaired by the Chief Governance and Compliance Officer, reports to the GTSEC. This committee includes executive and senior management level representatives from all areas of our organisation and is also supported by a dedicated sustainability team, as well as various cluster sustainability forums. The GSC focuses particularly on ensuring and facilitating full understanding of the long-term sustainability implications of decisions and actions taken across our bank. To achieve this the GSC communicates extensively with Nedbank staffmembers, not only to raise and maintain sustainability awareness, but also to promote and guide a comprehensive culture of sustainability throughout the organisation. By enabling our group's governance bodies to assess and prioritise sustainability considerations effectively, in tandem with financial decisionmaking processes, this proven sustainability governance structure continues to drive the delivery of our group's approach to sustainability. And in so doing, it serves to enable the realisation of our business and financial objectives, and our overall group vision. The table on page 5 offers a high-level view of the main Nedbank Group sustainability governance structures and shows how these align with our material matters. These structures facilitate the full integration of sustainability components, both with one another and across all areas of the business, and enable quick and effective responses to any identified sustainability risks and opportunities.

The Group Climate Resilience Committee (GCRC), Climate Risk Committee (CRC) and the Climate Task Team (CTT) respectively are cross-disciplinary specialised committees within Nedbank that specifically address climate-related matters. These committees draw on expertise across the enterprise to enable Nedbank to respond to climate-related risks and opportunities in a balanced and structured way. [...] The board is responsible for monitoring and overseeing progress against goals and targets for addressing climate-related matters. Metrics and targets used to assess climate-related risks and opportunities are in line with Nedbank's approach to strategy and risk management. [...] Climate-related matters were explicitly discussed at ten board meetings during 2021. Discussions included the following: - Climate Change 101 and 102 – a primer for understanding the implications of climate change at board level. - Understanding the implications of the Paris Agreement. - At all board meetings, the Chairperson of the GCRC provides feedback from the GCRC. [...] As a stand-alone committee of the board, the GCRC focuses purely on climate-related risks and opportunities. The GCRC mandate includes functions to adopt additional measures considering changing business, regulatory, strategic, risk and other conditions. As climate-related risks and opportunities integrate various risk types, oversight of various risk types remains incorporated across the various board committees to ensure effective and efficient governance. Other board committees (eg the Group Credit Committee) are required to oversee climate-related matters, given that climate change impacts aspects across the mandates of various board subcommittees. [...] At a Group Exco level, the CRC subcommittee recommends matters for approval, noting and updating to Group Exco and the GCRC. The role of the CTT is to identify, measure, monitor, manage and report on our climate-related risks and opportunities. This will include the regular reviews performed by business clusters in assessing the qualitative and quantitative impact of climate change and how climate-related risks translate into the strategy and Nedbank's income statement and balance sheet. The CTT coordinates collaboration across the enterprise for execution on all climate-related deliverables.

#### i Governance and management of stakeholder relationships (overview)

The Group Transformation, Social and Ethics Committee (GTSEC) of the board oversees stakeholder engagement at Nedbank.. The status of any material engagements with stakeholders is reported to the board annually through the Stakeholder Engagement Report, extracts of which form part of the Governance Report (previously part of the Society Report) as part of the Integrated Report.

The Group Stakeholder Relations and Public Affairs Team compiles an annual report to GTSEC, incorporating input from the Nedbank Stakeholder Relations Forum (NSRF) and the Group Executive Committee (Group Exco). [...] #### iii Stakeholder engagement policy

To ensure that our business areas engage with our key stakeholders in a consistent and coordinated manner, cluster-based stakeholder engagement is governed by a comprehensive [Stakeholder Engagement Policy, which is available at www.](https://www.nedbank.co.za/content/dam/nedbank/site-assets/AboutUs/Information%20Hub/Integrated%20Report/2022/2022%20Stakeholder%20Engagement%20Policy.pdf) [nedbank.co.za. The Stakeholder Engagement Policy is reviewed](https://www.nedbank.co.za/content/dam/nedbank/site-assets/AboutUs/Information%20Hub/Integrated%20Report/2022/2022%20Stakeholder%20Engagement%20Policy.pdf) and approved annually by GTSEC, following input from NSRF and Group Exco.

The Committee will rely on the work and reporting of the Group Climate Resilience Committee, Transformation and Human Resources Committee, the executive function responsible for monitoring and implementation of the Amended Financial Sector Code of 2017, the Climate Risk Committee, Group Strategy: Sustainability and Stakeholder Relations Forum, Group Compliance(which includes the Ethics Office), Group Risk Monitoring Division, Group Human Resources, Group Marketing and Corporate Affairs and any other Board committees, Group Exco committees, and Nedbank Group divisions as appropriate. [...] Facilitating participation, co-operation and consultation on environmental, health and safety matters of governments, national and international organisations, super-national authorities, other companies and other environmental, health and safety bodies; [...] Where appropriate collaborating on social, environmental and climate related matters with the Group Climate Risk Resilience Committee.

The Group Transformation, Social and Ethics Committee (GTSEC) exercises oversight over all our sustainable development governance bodies, and ensures that their commitments remain in line with the overarching business strategy. The GTSEC, along with the newly formed Climate Resilience Committee, makes recommendations to the Nedbank Board and executives on how we can continually enhance our impact on society, our responses to manage climate change, and our relevance and value to all stakeholders.

While the Nedbank Group Executive Committee (Group Exco) is ultimately responsible for our stakeholder engagement, the process of engaging with stakeholders is decentralised and forms part of the operations of our various clusters and business areas. [...] Each business area must report regularly on its stakeholder engagements through the Group Exco or the delegated subcommittee. This is to ensure that our business units maintain and commit to playing a role in nurturing impactful relationships that deliver mutual benefits. [...] The Group Exco and Group Transformation, Social, and Ethics Committee (GTSEC) monitors compliance with this policy every year. [...] The board of directors is briefed regularly on the state of stakeholder relationships and stakeholder needs, interests, and expectations, which serve as strategic input for planning and decision-making.

While the Nedbank Group Executive Committee (Group Exco) has ultimate responsibility for our group's stakeholder engagement efforts, the process of engaging with stakeholders is decentralised to form part of the operations of our various clusters and business areas. Cluster-based stakeholder engagement is governed by a comprehensive group stakeholder engagement framework and policy, which include our corporate identity and communication guidelines. Each business area is required to report regularly on its stakeholder engagements through the Group Exco. [...] Continued focus on responsible finance – We looked after the needs of our clients and greater society, including the environment, though a stringent governance process and social and environmental management system (SEMS). In addition to the four equator principle deals that drew down in 2016, all investment banking and client coverage credit risk reviews and new applications included the screening of high-risk clients through SEMS, both of which received external limited assurance. Through the SEMS assessment, 435 deals were screened (2015: 512), of which 194 were SEMS applicable.

**Target setting and reporting**

We will report on our actual exposure to thermal coal, upstream oil, upstream gas and power generation financing activities as part of our annual results, to track the transition away from fossil fuel financing, in line with the goal of a zero-carbon energy system by 2050.[5]

We will review targets and metrics over time to ensure coherence with the objectives of the Paris Agreement, including the latest scientific understanding and other relevant factors.

**Annual review**

In line with our Enterprisewide Risk Management Framework, we review all policies on an annual basis.

Purpose Working Group during 2022, under the chairpersonship of the Chief Operating Officer (COO), to coordinate the fulfilment of the group's purpose, which includes a focus on addressing climate matters by ensuring proper mandates and resources throughout the group. The second line-of-defence (2LoD) responsibility for the management of climate-related risks is delegated to the Chief Risk Officer (CRO), who is also the Chairperson of the CRC. [...] Nedbank has a robust climate-related governance structure, comprising the board, which is supported by several board subcommittees that include the GCRC. The GCRC focuses solely on climate-related risks and opportunities, and Group Exco provides regular feedback to the board and the respective board subcommittees. The board explicitly considered climate-related matters at 12 board meetings in 2022. [...] The CRC is a subcommittee of Group Exco. The CRC reports to Group Exco and the GCRC. As a standalone committee of the board, the GCRC focuses purely on climate-related risks and opportunities. The GCRC mandate includes functions to adopt additional measures considering changing business, regulatory, strategic, risk and other conditions. The GCRC reports on the committee's progress and decisions directly to the board. Both the GCRC and the CRC meet every quarter, and additional ad hoc meetings are scheduled as and when needed. As climate-related risks and opportunities become further integrated into the business, several other committee charters have been updated to include climate-related considerations, and in doing so, has strengthened our overall climate governance structure. [...] The board's role is to monitor, approve, provide oversight of, and review the defined climate-related risks and opportunities. This oversight then translates into governance, strategy and finance, risk management, as well as metrics and targets to ensure that we remain relevant and that our operations are aligned with global leading practices. [...] The board is responsible for monitoring and overseeing progress against goals and targets to address climate-related matters. Metrics and targets used to assess climate-related risks and opportunities are in line with Nedbank's approach to strategy and risk management. [...] The board uses the following metrics for assessing progress in addressing climate-related risks and opportunities: - Decrease thermal-coal-related infrastructure and thermal-coal-related trade to 0,5% of the group's GLAA by 2030. - Disclose energy-lending-portfolio metrics, including fossil-fuel-related activities (thermal coal, upstream gas and upstream oil) and renewable and embedded energy solutions. [...] During 2022, climate-related matters were explicitly discussed at 12 board meetings and included the following: - Climate Change 101 training for all employees – a primer for understanding the implications of climate change at a board level. - Understanding the implications of the Paris Agreement. - Nedbank's climate journey and its integration with strategic value levers. - Feedback from the GCRC (the Chairperson of the GCRC provides feedback from the GCRC at all board meetings). [...] At Group Exco level, the CRC recommends matters to Group Exco and the GCRC. The objective of the CRC is to ensure alignment with the CRMF across the group and to provide guidance in identifying, assessing, measuring, monitoring, managing, and reporting on our climate-related risks and opportunities. This will include regular reviews performed by business clusters to assess the qualitative and quantitative impact of climate change and how climate-related risks translate into the strategy and Nedbank's income statement and balance sheet. [...] Evaluations of the board and board committees alternate annually between independent evaluations and internal evaluations. In 2022, Nedbank Group Secretariat administered internal evaluations in the form of self-assessments completed by board committee members. The evaluation of the GCRC assessed performance in five governance areas, being composition, roles and responsibilities, submissions, meetings, and secretarial support. [...] Summary of the key findings and recommendations from the internal evaluation: - Members concluded that the GCRC is efficient and effective. - Members are satisfied with the overall performance of the GCRC and the performance in each of the governance areas. - The GCRC will focus on succession planning due to the retirement of some committee members in 2023 and it is important to recruit new members with adequate skills and capabilities to replace these outgoing members. - The GCRC will focus on continuing training initiatives, including the training of new committee members joining in 2023. - A focus area of the GCRC will be a detailed climate-related reporting system for the bank, while maintaining a market-leading position. - Continued focus will remain on sustaining our position as a thought leader.

In 2021 we established a Group Climate Resilience Committee (GCRC) – a board committee focused on climate change and providing independent oversight of the adequacy and effectiveness of the Climate Risk Management Framework and the Social and Environmental Risk Framework in line with the Enterprisewide Risk Management Framework (ERMF), which includes key risks, key performance indicators, branding, market positioning and opportunities and strategy in relation to social, environmental and climate-related risks and opportunities. We also established a Climate Risk Committee (as a subcommittee of Group Exco), which is chaired by the Chief Risk Officer, and a groupwide multidisciplinary Climate Task Team. Other key activities in the year included establishing a Climate Risk function within our Group Risk Cluster and initiatives aimed at upskilling the board, management, employees and clients on climate change matters. Other key decisions taken by the board in 2021 include approving Nedbank's Energy Policy and approving climate scenarios set out in the 2021 Internal Capital Adequacy Assessment Process (ICAAP).

Nedbank has established a Climate and Sustainability Committee (Committee), formerly known as the Sustainable Finance Working Committee, within its Corporate and Investment Banking division. This Committee is responsible and accountable for the framework throughout the life of all use of proceeds instruments . The Committee membership and attendees consists of senior representatives from our CIB Risk, Investment Banking, Debt Finance, Sustainable Finance Solutions, Operations, Strategy, Treasury, Balance Sheet Management and Sustainability teams. If required, the Committee may be supplemented or expanded by representatives from other teams. The purpose of the Committee is to agree on the eligibility criteria of the use of proceeds and to make recommendations to and seek confirmation from the Committee prior to issuances, where appropriate. For both new and existing issuances, the process to select eligible assets will consider the following: z Conforming with the criteria for eligible assets and financing set out above; z Aligning the issuances with the framework; For existing issuances, deciding on eligible assets for substitution purposes; z Confirming compliance with our SEMS Policy; z Confirm ability to identify, isolate and report on a particular eligible asset or pool of assets; z Applying our own professional discretion and judgement; and z Where we elect, conformance with any other principles, standards or tools that may become commonplace in the market.

The GCRC is a board subcommittee focused on climate change and providing independent oversight of the adequacy and effectiveness of the Climate Risk Management Framework and the Social and Environmental Risk Framework, in line with the Enterprisewide Risk Management Framework (ERMF), which include key risks, key performance indicators, branding, market positioning, and opportunities and strategy in relation to social, environmental and climate-related risks and opportunities. [...] In 2021 we also established a new Climate Risk Committee (as a subcommittee of the Nedbank Group Exco), which is chaired by the Chief Risk Officer, and a groupwide multidisciplinary Climate Task Team. Other key activities in the year included establishing a Climate Risk function within our Group Risk Cluster and initiatives aimed at upskilling the board, management, employees and clients on climate change matters. [...] Advocacy and lobbying activity Nedbank Group participates actively in various industry bodies and forums where it can influence the outcome of revenue authority behaviour, taxpayers' rights and legislative changes. [...] The Banking Association South Africa (BASA), of which Nedbank Group is a member, is the mandatory representative of the banking sector. The BASA Taxation Committee focuses on direct and indirect tax issues and assists in formulating industry positions or motivations for tax reforms for various South African revenue acts, including the Income Tax Act, 58 of 1962; the Value-Added Tax Act, 89 of 1991; the Tax Administration Act, 28 of 2011; and all subsequent amendment acts that have a significant impact on BASA members. Similar industry bodies are in operation in Nedbank Africa Regions (NAR), and tax developments in all jurisdictions are monitored centrally by Nedbank Group. [...] The group is also a member of the CFO Forum Tax Committee, the South African Institute of Chartered Accountants (SAICA) National Tax Committee and the Association for Savings and Investment South Africa (ASISA) Tax Committee.

Established, Group Climate Resilience Committee, a board subcommittee focused on climate change [...] Established, Climate Resilience Committee, an Exco subcommittee, chaired by the CRO [...] Established a group-wide multidisciplinary Climate Task Team [...] Established a Climate Risk function in Group Risk [...] Approved a Climate Risk Management Framework [...] Integrated climate risk into the group's 17 risk types & 3 lines of defence, with ongoing coordinate assurance [...] Approved the Nedbank Energy policy (financing of fossil-fuel, renewable & embedded energy solutions) [...] Approved internal climate risk appetite

The Group Transformation, Social and Ethics Committee (GTSEC) oversees all Nedbank's sustainable-development governance bodies, ensuring that their commitments align with the business strategy and vice versa. Together, the GTSEC and the Climate Resilience Committee (GCRC) make recommendations to the Nedbank Board on ways in which the group's strategy can maximise its positive impact on society, manage climate change, and remain relevant and valuable to all stakeholders. [...] The Nedbank Board assumes ultimate responsibility for the integrity of this Society Report. This is achieved via a coordinated-assurance model, which is overseen by the Group Audit Committee (GAC), which assesses and assures various aspects of our business operations and reporting.

Purpose Working Group during 2022, under the chairpersonship of the Chief Operating Officer (COO), to coordinate the fulfilment of the group's purpose, which includes a focus on addressing climate matters by ensuring proper mandates and resources throughout the group. The second line-of-defence (2LoD) responsibility for the management of climate-related risks is delegated to the Chief Risk Officer (CRO), who is also the Chairperson of the CRC. [...] Nedbank has a robust climate-related governance structure, comprising the board, which is supported by several board subcommittees that include the GCRC. The GCRC focuses solely on climate-related risks and opportunities, and Group Exco provides regular feedback to the board and the respective board subcommittees. The board explicitly considered climate-related matters at 12 board meetings in 2022. [...] The CRC is a subcommittee of Group Exco. The CRC reports to Group Exco and the GCRC. As a standalone committee of the board, the GCRC focuses purely on climate-related risks and opportunities. The GCRC mandate includes functions to adopt additional measures considering changing business, regulatory, strategic, risk and other conditions. The GCRC reports on the committee's progress and decisions directly to the board. Both the GCRC and the CRC meet every quarter, and additional ad hoc meetings are scheduled as and when needed. As climate-related risks and opportunities become further integrated into the business, several other committee charters have been updated to include climate-related considerations, and in doing so, has strengthened our overall climate governance structure. [...] The board's role is to monitor, approve, provide oversight of, and review the defined climate-related risks and opportunities. This oversight then translates into governance, strategy and finance, risk management, as well as metrics and targets to ensure that we remain relevant and that our operations are aligned with global leading practices. [...] The GCRC continues to monitor the adherence to, and the management of, the Nedbank Energy Policy and have overseen development of our fossil fuels and power generation glidepath methodology during 2022. We have developed our fossil fuels and power generation decarbonisation glidepath methodology during 2022, which we will pilot internally during 2023 to fully integrate glidepath management into our business, credit, and risk processes. We also intend to monitor the glidepaths internally in 2023 and disclose them in our 2023 TCFD Report. [...] The board is responsible for monitoring and overseeing progress against goals and targets to address climate-related matters. Metrics and targets used to assess climate-related risks and opportunities are in line with Nedbank's approach to strategy and risk management. [...] The GCRC mandate includes functions to adopt additional measures to consider changing business, regulatory, strategic, risk and other conditions. As climate-related risks and opportunities transverse various risk types, the oversight of climate-related impacts on these risk types remain incorporated across the various board committees to ensure effective and efficient governance. [...] At Group Exco level, the CRC recommends matters to Group Exco and the GCRC. The objective of the CRC is to ensure alignment with the CRMF across the group and to provide guidance in identifying, assessing, measuring, monitoring, managing, and reporting on our climate-related risks and opportunities. This will include regular reviews performed by business clusters to assess the qualitative and quantitative impact of climate change and how climate-related risks translate into the strategy and Nedbank's income statement and balance sheet. [...] Evaluations of the board and board committees alternate annually between independent evaluations and internal evaluations. In 2022, Nedbank Group Secretariat administered internal evaluations in the form of self-assessments completed by board committee members. The evaluation of the GCRC assessed performance in five governance areas, being composition, roles and responsibilities, submissions, meetings, and secretarial support. [...] The GCRC will continue to do the following: - Focus on the execution of the Climate Data and Systems Working Group initiatives. - Keep a key focus on the development and scaling of the group's decarbonisation glidepaths. - Focus on the development of Nedbank's standardised approach to quantifying greenhouse gas (GHG) emissions from our operational, investment, and lending activities. - Continue engagement and collaboration with internal and external stakeholders. - Ensure the continuous improvement of Nedbank's implementation of the TCFD recommendations. - Continuously review and expand the climate risk appetite. - Ensure a smooth transition from the current to the new GCRC members as two of the members will be stepping down from the board during 2023. [...] Nedbank participates in the following working BASA groups: - Gas Working Group. - Sustainable Finance Committee. - Climate Committee.

Nedbank has established a Sustainable Issuance Working Committee ("SIWC") which will hold ultimate responsibility and accountability for Nedbank's SDG issuance framework including compliance, throughout the life of all Nedbank SDG issuance. The SIWC membership consists of senior representatives from Nedbank's Balance sheet management, Specialised Distribution, Enterprise Risk Management, Sustainability, Operations and Asset lending teams. It may be supplemented from time to time, or expanded, by representatives from other teams. The purpose of the SIWC will be to manage the eligibility criteria of the use of proceeds by consulting with internal sustainability practitioners and making recommendations to and seeking confirmation from the working committee prior to issuance where appropriate.

Describe the process(es) your organization has in place to ensure that your engagement activities are consistent with your overall climate change strategy[…]Dedicated, informed and mandate Nedbank representatives engage directly or through trade associations with policy makers. Part of the role of the authorized Nedbank employees are to ensure that a consistent message and position is presented.

Does your organization have a public commitment or position statement to conduct your engagement activities in line with the goals of the Paris Agreement?[…]Yes