NEDBANK GROUP LIMITED - Dealings in Securities by Executive Directors, Prescribed Officers and Company Secretary: 2023 Compulsory and Volu

Dealings in Securities by Executive Directors, Prescribed Officers and Company Secretary:  
2023 Compulsory and Volu

NEDBANK GROUP LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1966/010630/06
JSE share code: NED
NSX share code: NBK
A2X share code: NED
ISIN: ZAE000004875
JSE alpha code: NEDI
(‘Nedbank Group’ or the ‘company’)

DEALINGS IN SECURITIES BY EXECUTIVE DIRECTORS, PRESCRIBED OFFICERS AND COMPANY SECRETARY:
2023 COMPULSORY AND VOLUNTARY BONUS DEFERRAL SCHEMES

In terms of paragraphs 3.63 - 3.66 of the Listings Requirements of the JSE Limited, the following information is
disclosed in respect of dealings by the executive directors, prescribed officers and the company secretary of Nedbank
Group Limited.

The following ordinary shares have been committed by the executive directors, prescribed officers and the company
secretary to the 2023 Matched Share Scheme, whereby:

(a)     in terms of the compulsory bonus share scheme, deferred bonus amounts are invested in the Matched Share
        Scheme. The deferred amount will be forfeited should the employee resign and not be classified as a good
        leaver before the end of the deferral period, as well as in cases where, in the sole opinion of the Nedbank
        Group board, material irregularities or misrepresentation of financial results come to light during the deferral
        period. In these instances, the employee also forgoes the right to matching on the deferred bonus amount
        subject to forfeiture.

(b)     in terms of the voluntary bonus share scheme, up to 50% of an employee’s total after-tax bonus (less any
        amount already deferred under the compulsory bonus share scheme set out above) can be used to acquire
        shares in Nedbank Group which are then committed into the Matched Share Scheme. Alternatively, the
        employee can commit shares already owned by them up to an equivalent amount of 50% of the employee’s
        total after-tax bonus less any amount already deferred under the compulsory bonus share scheme. The
        employee can dispose of these shares at any time prior to the vesting date, which will cancel their
        participation in the scheme in respect of those shares and will render them ineligible to qualify for any
        matching of shares.

The date of the transactions (off-market) was 31 March 2023 (the inception date) and the value of the shares was
determined using a weighted average price of Nedbank Group shares acquired between 23 March 2023 and 27 March
2023.

For executive directors, prescribed officers (and all other members of the Nedbank Group Executive Committee as
well as the members of Cluster Executive Committees), on the vesting date (the day following three years after the
inception date), 100% of the Matched Share Scheme is subject to a corporate performance condition. 100% of the
Nedbank Group shares held in the trust on vesting date will be matched on a one-for-one basis only if the
predetermined corporate performance target for the period 2023 to 2025 is met and if the person has remained in
the employ of the company throughout the vesting period.

For participants below Cluster Executive Committee level, on the vesting date 50% of the shares still held in trust in
respect of the participant’s portfolio will be matched on a one-for-one basis if the person attains a minimum individual
performance standard and has remained in the employ of the company throughout the vesting period. A further 50%
of the shares held on vesting date may be matched on a one-for-one basis if the predetermined corporate
performance target for the period 2023 to 2026 is met.
Compulsory Bonus Share Scheme:

Name and Capacity             No. of shares acquired on open        Value @ R213.58      Extent of interest
                              market and committed to                  per share
                              scheme on behalf of participant
MWT Brown                                               20 601           R4 399 961.58   Indirect beneficial
Chief Executive
MH Davis                                                 13 197          R2 818 615.26   Indirect beneficial
Executive Director
MC Nkuhlu                                                13 519          R2 887 388.02   Indirect beneficial
Executive Director
A Bosman                                                 21 244          R4 537 293.52   Indirect beneficial
Prescribed Officer
I Ruggiero                                                 9 334         R1 993 555.72   Indirect beneficial
Prescribed Officer
TG Sibiya                                                  9 334         R1 993 555.72   Indirect beneficial
Prescribed Officer
CJ Thomas                                                13 519          R2 887 388.02   Indirect beneficial
Prescribed Officer
J Katzin                                                   1 738          R371 202.04    Indirect beneficial
Company Secretary

In terms of the compulsory bonus share scheme, the executive directors, prescribed officers and company secretary
have no discretion in relation to the number of shares awarded nor the price at which such shares are awarded.
Employees are entitled to the dividends that are paid on the shares whilst held in trust.

Voluntary Bonus Share Scheme:

Name and Capacity             No. of existing shares committed      Value @ R213.58      Extent of interest
                              to scheme on behalf of                   per share
                              participant
MWT Brown                                                  1 287          R274 877.46    Indirect beneficial
Chief Executive
MH Davis                                                   1 287          R274 877.46    Indirect beneficial
Executive Director
A Bosman                                                   1 287          R274 877.46    Indirect beneficial
Prescribed Officer

Name and Capacity             No. of shares acquired on open        Value @ R213.58      Extent of interest
                              market and committed to                  per share
                              scheme on behalf of participant
Mfundo Nkuhlu                                              1 287          R274 877.46    Indirect beneficial
Executive Director
I Ruggiero                                                 1 287          R274 877.46    Indirect beneficial
Prescribed Officer
TG Sibiya                                                  1 170          R249 888.60    Indirect beneficial
Prescribed Officer

The required prior written clearance for the share dealings has been obtained.


Sandton
5 April 2023

Sponsors to Nedbank Group in South Africa:
Merrill Lynch South Africa (Pty) Limited
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Sponsor to Nedbank Group in Namibia:
Old Mutual Investment Services (Namibia) (Pty) Ltd

Date: 05-04-2023 03:02:00
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