Vesting of shares to directors and company secretary: 2014 matched share 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”) VESTING OF SHARES TO DIRECTORS AND COMPANY SECRETARY: 2014 MATCHED SHARE SCHEME The following information is disclosed in respect of the vesting of Nedbank Group ordinary shares to executive directors and the company secretary of Nedbank Group and Nedbank Limited. This voluntary announcement confirms that these shares have vested in terms of the 2014 Matched Share Scheme. This is not classified as a ‘dealing’ in terms of JSE Listings Requirements. (a) In terms of the compulsory bonus share scheme (CBSS), compulsory deferred bonus amounts could be invested in the Matched Share Scheme. The deferred amount would be forfeited should the employee resign before the end of the deferral period and not be classified as a good leaver, as well as in cases where, in the sole opinion of the Nedbank Group board, material irregularities or misrepresentation of financial results came to light during the deferral period. In these instances, the employee forgoes the right to matching on the deferred bonus amount subject to forfeiture; (b) In terms of the voluntary bonus share scheme (VBSS), up to 50% of an employee’s total after-tax bonus (less any amount already deferred under the compulsory bonus deferral scheme set out above) could be used to acquire shares in Nedbank Group which would then be committed into the Matched Share Scheme. Alternatively, the employee could commit shares already owned by them up to an equivalent amount of 50% of the employee’s total after-tax bonus less any amount already deferred under the compulsory bonus deferral scheme. The employee could dispose of these shares at any time prior to the vesting dates, which would cancel their participation in the scheme in respect of those shares and render them ineligible to qualify for any matching of shares. Participants are entitled to the dividends paid on the shares committed into the Matched Share Scheme but no rights to dividends accrue to Participants in respect of the Matched Shares unless and until the requisite Matched Shares are delivered to the Participant. 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 would be matched on a one-for-one basis if the person continued in the employ of the company throughout the vesting period. A further 50% of the shares held on vesting date would be matched on a one-for-one basis if the predetermined company performance target for the period 2014 to 2016 was met. Name: MWT Brown Capacity: Chief Executive Date of transaction: 1 April 2017 Price per share: R250.93 (volume-weighted average price for the three trading days up to and including 31 March 2017) Number of securities: 16 141 (100% of 16 141 CBSS shares held in trust) 1 345 (100% of 1 345 VBSS shares held in trust) Total value: R4 387 761.98 Nature of transaction: Vesting of shares in terms of participation in 2014 Matched Share Scheme Inception date: 31 March 2014 Vesting date: 1 April 2017 Nature of trade: Off market Extent of interest: Direct beneficial Taxable gain: R4 387 761.98 Name: MC Nkuhlu Capacity: Executive Director Date of transaction: 1 April 2017 Price per share: R250.93 (volume-weighted average price for the three trading days up to and including 31 March 2017) Number of securities: 8 743 (100% of 8 743 CBSS shares held in trust) 1 345 (100% of 1 345 VBSS shares held in trust) Total value: R2 531 381.84 Nature of transaction: Vesting of shares in terms of participation in 2014 Matched Share Scheme Inception date: 31 March 2014 Vesting date: 1 April 2017 Nature of trade: Off market Extent of interest: Direct beneficial Taxable gain: R2 531 381.84 Name: RK Morathi Capacity: Executive Director Date of transaction: 1 April 2017 Price per share: R250.93 (volume-weighted average price for the three trading days up to and including 31 March 2017) Number of securities: 7 936 (100% of 7 936 CBSS shares held in trust) 1 345 (100% of 1 345 VBSS shares held in trust) Total value: R2 328 881.33 Nature of transaction: Vesting of shares in terms of participation in 2014 Matched Share Scheme Inception date: 31 March 2014 Vesting date: 1 April 2017 Nature of trade: Off market Extent of interest: Direct beneficial Taxable gain: R2 328 881.33 Name: TSB Jali Capacity: Company Secretary Date of transaction: 1 April 2017 Price per share: R250.93 (volume-weighted average price for the three trading days up to and including 31 March 2017) Number of securities: 4 035 (100% of 4 035 CBSS shares held in trust) 1 345 (100% of 1 345 VBSS shares held in trust) Total value: R1 350 003.40 Nature of transaction: Vesting of shares in terms of participation in 2014 Matched Share Scheme Inception date: 31 March 2014 Vesting date: 1 April 2017 Nature of trade: Off market Extent of interest: Direct beneficial Taxable gain: R1 350 003.40 Sandton 3 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 Date: 03/04/2017 03:30:00 Produced by the JSE SENS Department. 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