Nedbank Group Limited and Nedbank Limited - Changes to the boards of directors 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” or “the Group”) NEDBANK LIMITED (Incorporated in the Republic of South Africa) Registration number: 1951/000009/06 JSE share code: NBKP ISIN: ZAE000043667 (“Nedbank”) NEDBANK GROUP LIMITED AND NEDBANK LIMITED – CHANGES TO THE BOARDS OF DIRECTORS The boards of Nedbank Group and Nedbank Limited (“the Companies”) advise that as a result of increasing time constraints from their respective overseas and local business commitments, Tom Boardman and David Adomakoh have notified the boards of their intention to resign as independent non-executive directors with effect from the close of Nedbank Group Limited’s Annual General Meeting on Thursday, 18 May 2017. Nedbank Group Chairman, Vassi Naidoo, expresses his heartfelt gratitude to Tom for the role he has played in the group, dating back to April 2000 when Tom was appointed as Chief Executive of BoE Limited, one of SA’s leading private and investment banking companies which was acquired by Nedbank in 2002. Tom was appointed to the Nedbank boards as an executive director in 2002, and was Chief Executive from 2003 to 2010. As Chief Executive, Tom set ambitious goals and a five point plan, all of which were successfully delivered on in 2007 resulting in the bank returning to healthy profitability and ensuring that it was well positioned to weather the global financial crisis of 2008. Tom was at the forefront of driving the importance of culture, tone at the top and values in banking. After retiring in 2010, Tom was appointed a non-executive director. Vassi said that the boards have continued to benefit from Tom’s vision, strategy and scenario planning skills, banking and financial services experience, as well as extensive business and accounting experience and independent thinking. Tom’s immense contribution to the boards of Nedbank Group and Nedbank Limited and the many board committees on which he has served will be sorely missed. Errol Kruger will succeed Tom as the chairman of both the Group Risk and Capital Management Committee and the Group Credit Committee at the close of the Annual General Meeting on Thursday, 18 May 2017. Vassi also thanked David for his tenure with Nedbank and Nedbank Group as an independent non-executive director since 2014. David’s insights into Africa, particularly with regards to the expansion of Nedbank’s interests across the continent, have been of invaluable assistance to the boards. In accordance with our board succession plans, the Nedbank and Nedbank Group boards have been engaging with potential new board candidates, and their appointments are currently being progressed through the required internal and regulatory processes and will be announced as soon as the necessary approvals are in place. Sandton 28 February 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 Sponsors to Nedbank Limited: Investec Bank Limited Nedbank Corporate and Investment Banking Date: 28/02/2017 08:02:00 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.