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NEDBANK GROUP LIMITED - Dealings in Securities: Grant and Acceptance of Restricted Shares

Release Date: 27/03/2023 17:00
Wrap Text
Dealings in Securities:  Grant and Acceptance of Restricted Shares

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
JSE alpha code: NEDI
(‘Nedbank Group’)


DEALINGS IN SECURITIES: GRANT AND ACCEPTANCE OF RESTRICTED SHARES


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 grant and acceptance of Restricted Shares in off-market
transactions to the executive directors, prescribed officers and company secretary of Nedbank Group
Limited on 22 March 2023.

This grant is in terms of the Nedbank Group (2005) Share Option, Matched Share and Restricted Share
Scheme first approved by shareholders at the annual general meeting on 4 May 2005, with updated
rules thereafter being approved by shareholders at the annual general meeting on 10 May 2018. The
Restricted Shares are Nedbank Group ordinary shares that are issued at no cost to eligible employees
at the volume-weighted average price (R226.09) for the three trading days ended 9 March 2023,
being the three trading days immediately after the publication of Nedbank Group’s 2022 results.
These Restricted Shares are held on an indirect beneficial basis and participants are eligible for
dividends from the date of grant and acceptance thereof.

In terms of the Nedbank Group (2005) Share Option, Matched Share and Restricted Share Scheme,
the executive directors, prescribed officers and company secretary have no discretion in relation to
the number of Restricted Shares awarded to them nor the price at which such Restricted Shares are
awarded.

The awards of Restricted Shares in 2023 to Group Exco members and Cluster Exco members are 100%
subject to corporate performance-based vesting criteria.

The March 2023 Restricted Share awards for the executive directors, prescribed officers and company
secretary are set out below:

        Name:                                       MWT Brown
        Capacity:                                   Chief Executive Officer
        Number of restricted shares:                75 191 all with performance-based vesting
                                                    criteria
        Price per restricted share:                 R226.09
        Total value:                                R16 999 933.20
        Date of grant and acceptance:               22 March 2023
        Date of vesting:                            23 March 2026


        Name:                                       MH Davis
        Capacity:                                   Chief Financial Officer
        Number of restricted shares:                48 653 all with performance-based vesting
                                                    criteria
        Price per restricted share:                 R226.09
        Total value:                                R10 999 956.80
        Date of grant and acceptance:               22 March 2023
        Date of vesting:                            23 March 2026


        Name:                                       MC Nkuhlu
        Capacity:                                   Chief Operating Officer
        Number of restricted shares:                53 076 all with performance-based vesting
                                                    criteria
        Price per restricted share:                 R226.09
        Total value:                                R11 999 952.80
        Date of grant and acceptance:               22 March 2023
        Date of vesting:                            23 March 2026


        Name:                                       A Bosman
        Capacity:                                   Prescribed officer (Group Managing Executive:
                                                    Corporate & Investment Banking)
        Number of restricted shares:                39 807 all with performance-based vesting
                                                    criteria
        Price per restricted share:                 R226.09
        Total value:                                R8 999 964.63
        Date of grant and acceptance:               22 March 2023
        Date of vesting:                            23 March 2026


        Name:                                       I Ruggiero
        Capacity:                                   Prescribed officer (Group Managing Executive:
                                                    Nedbank Wealth)
        Number of restricted shares:                35 384 all with performance-based vesting
                                                    criteria
        Price per restricted share:                 R226.09
        Total value:                                R7 999 968.56
        Date of grant and acceptance:               22 March 2023
        Date of vesting:                            23 March 2026


        Name:                                       TG Sibiya
        Capacity:                                   Prescribed officer (Group Managing Executive:
                                                    Nedbank Africa Regions)
        Number of restricted shares:                35 384 all with performance-based vesting
                                                    criteria
        Price per restricted share:                 R226.09
        Total value:                                R7 999 968.56
        Date of grant and acceptance:               22 March 2023
        Date of vesting:                            23 March 2026


        Name:                                       CJ Thomas
        Capacity:                                   Prescribed officer (Group Managing Executive:
                                                    Retail & Business Banking)
        Number of restricted shares:                48 653 all with performance-based vesting
                                                    criteria
        Price per restricted share:                 R226.09
        Total value:                                R10 999 956.80
        Date of grant and acceptance:               22 March 2023
        Date of vesting:                            23 March 2026


        Name:                                       J Katzin
        Capacity:                                   Company Secretary
        Number of restricted shares:                7 297 all with performance-based vesting criteria
        Price per restricted share:                 R226.09
        Total value:                                R1 649 778.73
        Date of grant and acceptance:               22 March 2023
        Date of vesting:                            23 March 2026


Clearance has been obtained in respect of the above transactions.


Sandton
27 March 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: 27-03-2023 05:00:00
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