Absa Group shareholders approve landmark b bbee-transaction

05 June 2023

• Anticipated transaction implementation date is 1 September 2023
• Eligible South African employees to receive rights to shares once transaction has been implemented
• Eligible South African employees to become shareholders five years from implementation date
• Employees in other Absa presence countries to have the opportunity to participate through cash-settled plans, subject to local approvals
• Half of the transaction will be for the benefit of participants in corporate social investment programmes

Absa Group shareholders have voted in favour of the Group's broad-based black economic empowerment (B-BBEE) transaction, valued at approximately R10 billion at recent share price values, paving the way for implementation of one of the largest black economic empowerment transactions in recent times.

At an extraordinary general meeting held 2 June 2023, following the Group's annual general meeting, shareholders approved resolutions required to give effect to the transaction, including increasing Absa's authorised share capital.

"We are grateful to our shareholders who are aligned to our long-term vision of empowering our staff and communities," said Arrie Rautenbach, Absa Group CEO. "Today marks a milestone in the journey to bring this sizeable and impactful transaction to fruition, benefitting employees and communities in a meaningful way."

The B-BBEE transaction involves 7% of the total Absa Group shareholding, comprising 3% for South African staff and 4% for black participants in selected Corporate Social Investment (CSI) progammes. Absa Group companies outside South Africa will be able to participate through a cash-settled staff scheme in their respective jurisdictions, which will contain terms and provisions that will be notionally equivalent to the terms proposed for the SA staff scheme.

Absa anticipates that the SA staff scheme will be implemented on 1 September 2023, awarding rights to shares to thousands of Absa employees, who will become shareholders when the shares vest five years from the implementation date. On implementation of the transaction, Absa will also allocate shares to a CSI Trust which will distribute its significant dividend income to its beneficiaries, who will be mainly black participants in CSI programmes that focus on education and youth employability.

Absa Group broad-based black economic empowerment programme beneficiaries

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Both the CSI component and the SA staff component will enhance Absa's B-BBEE credentials and assist Absa in achieving the equity ownership targets set out in the Financial Sector Code, such that Absa can sustainably achieve at least 25% black ownership.

CSI Trust

• The CSI Trust will hold an effective indirect 4% interest in Absa and will house a CSI scheme
• The CSI scheme will focus on education and youth employability …
• …and will be "evergreen", meaning it will provide ongoing benefits to the CSI scheme participants.
• CSI scheme participants will be selected by the trustees by way of a robust and defined set of processes and governance and reviewed annually.

SA Staff Scheme - South Africa

• The SA staff scheme will include all of the approximate 26 000 eligible permanent staff members of Absa Group companies in South Africa, regardless of race or nationality.
• However, the SA staff scheme will be structured to enhance the participation of the approximately 20 500 eligible South African Black (African, Indian and Coloured) staff members who will receive an additional 20% allocation relative to staff who are not Black.
• Hence, approximately 82% of the value of the SA staff scheme will be for the benefit of Black staff.

Staff Schemes - outside of South Africa

• Absa believes it is imperative to recognise the valued role all staff play in Absa's success by inviting Absa Group companies outside South Africa, representing a further approximately 9 000 permanent staff members, to participate via cash-settled staff schemes in their respective jurisdictions, which will contain terms and provisions that will be notionally equivalent to the terms proposed for the SA staff scheme.
• These schemes are subject to the approval of the respective boards of the non-South African subsidiaries and any other relevant approvals required.

In considering the beneficiaries of the transaction, Absa regarded it as imperative to include employees, in recognition of the valued role that all staff play in the Absa's success. More broadly, the transaction reinforces Absa's commitment to transformation, inclusive growth and community upliftment as it strives to be an active force for good.

"The transaction also demonstrates Absa's commitment to being a purpose-led organisation, empowering Africa's tomorrow, together… one story at a time," said Rautenbach.

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