NEDBANK GROUP LIMITED - Dealings in securities by executive directors and company secretary: 2017 compulsory bonus deferral scheme

Dealings in securities by executive directors and company secretary: 2017 compulsory bonus deferral scheme

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:
2017 COMPULSORY BONUS DEFERRAL SCHEME

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 shares as detailed below have been committed on behalf of the executive directors and the company
secretary to the 2017 Compulsory Bonus Deferral Share Scheme, whereby compulsory deferred bonus
amounts are invested in the 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.

The date of the transaction (off-market) was 31 March 2017 (the inception date) and the value of the
shares was determined using a weighted average price of Nedbank Group shares acquired between 27
March 2017 and 29 March 2017.

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 2017 to 2019 is met.

Name and Capacity            No. of shares acquired on     Value @ R258.33   Extent of interest
                             open market and committed     per share
                             to scheme on behalf of
                             participant
MWT Brown                                       14 371       R3 712 460.43   Direct beneficial
Chief Executive
RK Morathi                                       7 717       R1 993 532.61   Direct beneficial
Executive Director
Mfundo Nkuhlu                                    7 717       R1 993 532.61   Direct beneficial
Executive Director
TSB Jali                                         3 938       R1 017 303.54   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 2017

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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