NEDBANK GROUP LIMITED - Dealing in securities by executive directors and company secretary

Dealing in securities by executive directors and company secretary

NEDBANK GROUP LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1966/010630/06
JSE share code: NED
NSX share code: NBK
ISIN: ZAE000004875
(“Nedbank Group”)

DEALINGS IN SECURITIES BY EXECUTIVE DIRECTORS AND COMPANY SECRETARY:
2018 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 and the company secretary of
Nedbank Group and Nedbank Limited.

The following shares have been committed by the executive directors and the company secretary to the
2018 Matched Share Scheme, whereby:

(a)     in terms of the compulsory bonus share scheme, deferred bonus amounts can be 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 deferral 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 deferral 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 2018 (the inception date) and the value of the
shares was determined using a weighted average price of Nedbank Group shares acquired between 22
March 2018 and 26 March 2018.

On the vesting date (the day following three years after the inception 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 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 company performance target
for the period 2018 to 2020 is met.

Voluntary Bonus Share Scheme:

Name and Capacity             No. of existing shares       Value @ R291.36       Extent of interest
                              committed to scheme on       per share
                              behalf of participant
MWT Brown                                        943       R274,752.48           Direct beneficial
Chief Executive
Mfundo Nkuhlu                                    943       R274,752.48           Direct beneficial
Executive Director

Name and Capacity           No. of shares acquired on      Value @ R291.36       Extent of interest
                            open market and committed      per share
                            to scheme on behalf of
                            participant
RK Morathi                                        943      R274,752.48           Direct beneficial
Executive Director
TSB Jali                                          943      R274,752.48           Direct beneficial
Company Secretary


Compulsory Bonus Share Scheme:

Name and Capacity           No. of shares acquired on     Value @ R291.36        Extent of interest
                            open market and committed     per share
                            to scheme on behalf of
                            participant
MWT Brown                                      12 034     R3,506,226.24          Direct beneficial
Chief Executive
RK Morathi                                      6 842     R1,993,485.12          Direct beneficial
Executive Director
Mfundo Nkuhlu                                   6 606     R1,924,724.16          Direct beneficial
Executive Director
TSB Jali                                        3 586     R1,044,816.96          Direct beneficial
Company Secretary

In terms of the Compulsory Bonus scheme, the executive directors 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.

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

Sandton
4 April 2018

Sponsors to Nedbank Group in South Africa:
Merrill Lynch South Africa (Pty) Limited
Nedbank Corporate and Investment Banking

Sponsor to Nedbank Group in Namibia:
Old Mutual Investment Services (Namibia) (Pty) Ltd

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