NEDBANK GROUP LIMITED - Dealing in securities by the company secretary: Exercise and sale of options granted in 2012

Dealing in securities by the company secretary: Exercise and sale of options granted in 2012

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”)

DEALING IN SECURITIES BY THE COMPANY SECRETARY: EXERCISE AND SALE OF OPTIONS
GRANTED IN 2012 IN TERMS OF THE NEDBANK EYETHU BLACK EXECUTIVE TRUST

In terms of paragraphs 3.63 - 3.66 of the Listings Requirements of the JSE Limited, the
following information is disclosed in respect of the exercise of 39 600 Nedbank Group
ordinary share options and the sale thereof by the Company Secretary of Nedbank Group
and Nedbank Limited (‘Nedbank’).

Background:
In August 2005, Nedbank Group implemented a black economic empowerment transaction,
which was comprised of a number of schemes empowering a broad base of over 500 000
previously disadvantaged beneficiaries. 41 268 130 new ordinary shares in Nedbank Group
were issued for the purposes of this BEE transaction, which at the time equated to
approximately 9.47% of the Company’s issued share capital (post the issue of the shares)
and also equated to black ownership of 11.5% of the value of Nedbank Group’s South
African businesses.

The South African BEE transaction comprised of three groupings, namely:

-   the Black Business Partners Schemes and the Non-Executive Directors Scheme;
-   the Client Schemes and the Community Scheme; and
-   the Employee Schemes (including a Black Executive Scheme, Black Management
    Scheme, Broad-based Employee Scheme and the Evergreen Scheme).

Nedbank Eyethu Black Executive Trust:
The Nedbank Eyethu Black Executive Trust (‘BET’) manages and operates the Black Executive
Scheme referred to above. The trustees of the BET award Nedbank Group shares and grant
options on Nedbank Group shares to qualifying participants for retention and attraction
purposes. The entitlement of such executives to the shares and options is conditional upon
them remaining in the employ of Nedbank Group over the vesting period, during which 33%
of the shares awarded or options granted vest in each of years 4 and 5 and 34% in year 6.
The participants are identified from time to time by the Nedbank Group Remuneration
Committee on the recommendation of the Nedbank Group Executive Committee.

Exercise of options that were awarded to Thabani Jali on 8 March 2012:
20 000 Nedbank Group shares and 60 000 options (with a strike price of R161.88) were
granted to Thabani Jali on 8 March 2012. Mr Jali has exercised and sold 39 600 options as
follows:

       Name:                                   TSB Jali
       Capacity:                               Company Secretary
       Date of transaction:                    9 March 2018
       Strike price per share:                 R161.88
       Exercise price per share:               R309.00
       Number of securities:                   39 600
       Total value:                            R5 825 952.00
       Nature of transaction:                  Exercise of options in terms of participation
                                               in the Nedbank Eyethu Black Executive Trust
       Inception date:                         8 March 2012
       Nature of trade:                        Off market
       Extent of interest:                     Direct beneficial

       Name:                                   TSB Jali
       Capacity:                               Company Secretary
       Date of transaction:                    9 March 2018
       Number of shares:                       39 600
       Average price per share:                R307.2749
       Highest price per share:                R311.71
       Lowest price per share:                 R305.56
       Total value:                            R12 168 086.04
       Nature of transaction:                  Sale of shares
       Nature of trade:                        Open market
       Extent of interest:                     Direct beneficial

The required prior written clearance has been obtained.


Sandton
12 March 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) Limited

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