Nedbank Group to Acquire 20% of Ecobank Transnational Incorporated (‘Eti’ Or ‘Ecobank’) NEDBANK GROUP LIMITED (Incorporated in the Republic of South Africa) Registration number: 1966/010630/06JSE share code: NED NSX share code: NBK ISIN: ZAE000004875 ('Nedbank Group' or 'the group') NEDBANK GROUP TO ACQUIRE 20% OF ECOBANK TRANSNATIONAL INCORPORATED (‘ETI’ Or ‘ECOBANK’) THROUGH THE ISSUE OF NEW ORDINARY SHARES BY ETI Introduction ETI and Nedbank Group established its strategic banking alliance in 2008 providing a unique one- bank experience to their clients across the largest banking network in Africa, comprising more than 2,000 branches in 39 countries. In 2011, Nedbank Limited, a member of the Nedbank Group, provided ETI a USD285 million facility in support of Ecobank’s corporate development programmes, including its acquisition of Oceanic Bank in Nigeria. The arrangement, announced on 1 December 2011, provided Nedbank Group with subscription rights which it could elect to exercise between 24 and 36 months to become a 20% shareholder in ETI. Nedbank Group has exercised its rights to subscribe for a 20% shareholding in ETI. As a shareholder, the Nedbank Group will be afforded the right to representation on the ETI board. The Nedbank Group has nominated its Chief Operating Officer, Graham Dempster, to join the ETI board and ETI will exercise its reciprocal right to an appointment on the Nedbank Group board. Both board appointments are subject to regulatory approvals. The Ecobank investment Nedbank Group will subscribe for 4 512 618 890 new ETI shares to be issued for a cash consideration of USD493,4 million. The investment in ETI will be at an effective price of USD10,93 cents per share. The market price of ETI shares on the Nigerian Stock Exchange at 30 September 2014 was USD11,43 cents per share and the book value per ETI share as disclosed by ETI at 30 June 2014 was USD12,23 cents per share. Impact on Nedbank Group capital adequacy ratios This transaction is expected to result in an approximate 80 basis points pro forma reduction in Nedbank Group’s common equity tier 1 ratio under Basel 3, which was 12,1% at 30 June 2014. Post the transaction, Nedbank Group will remain strongly capitalised and its common equity tier 1 ratio will be well within the group’s published internal target range of 10,5% to 12,5%. Financial information on ETI ETI reported attributable shareholders’ equity of USD2,1 billion at 30 June 2014 and profit attributable to the owners of the company of USD164 million for the six months ended 30 June 2014. ETI reported a return on average equity of 17,7% in the first six months of 2014. JSE categorisation The subscription consideration is below the category 2 threshold in terms of the JSE Listings Requirements. This announcement is made for information purposes only. Regulatory approvals All necessary regulatory approvals have been received and the transaction is unconditional. Sandton 2 October 2014 Investment bank, corporate adviser and joint sponsor to Nedbank: Nedbank Capital, a division of Nedbank Limited Investment bank and financial adviser to Nedbank: JPMorgan Chase Bank, N.A. (Johannesburg branch) Joint sponsor to Nedbank: Merrill Lynch South Africa Proprietary Limited Sponsor to Nedbank in Namibia: Old Mutual Investment Services (Namibia) (Proprietary) Limited Date: 02/10/2014 02:24:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.