Dealings in securities by executive directors and company secretary: 2017 compulsory bonus deferral 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”) DEALINGS IN SECURITIES BY EXECUTIVE DIRECTORS AND COMPANY SECRETARY: 2017 COMPULSORY BONUS DEFERRAL SCHEME In terms of paragraphs 3.63 - 3.66 of the Listings Requirements of the JSE Limited, the following information is disclosed in respect of dealings by the executive directors and the company secretary of Nedbank Group and Nedbank Limited. The shares as detailed below have been committed on behalf of the executive directors and the company secretary to the 2017 Compulsory Bonus Deferral Share Scheme, whereby compulsory deferred bonus amounts are invested in the Scheme. The deferred amount will be forfeited should the employee resign and not be classified as a good leaver before the end of the deferral period, as well as in cases where, in the sole opinion of the Nedbank Group Board, material irregularities or misrepresentation of financial results come to light during the deferral period. In these instances, the employee also forgoes the right to matching on the deferred bonus amount subject to forfeiture. The date of the transaction (off-market) was 31 March 2017 (the inception date) and the value of the shares was determined using a weighted average price of Nedbank Group shares acquired between 27 March 2017 and 29 March 2017. 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 will be matched on a one-for-one basis if the person has remained in the employ of the company throughout the vesting period. A further 50% of the shares held on vesting date may be matched on a one-for-one basis if the predetermined company performance target for the period 2017 to 2019 is met. Name and Capacity No. of shares acquired on Value @ R258.33 Extent of interest open market and committed per share to scheme on behalf of participant MWT Brown 14 371 R3 712 460.43 Direct beneficial Chief Executive RK Morathi 7 717 R1 993 532.61 Direct beneficial Executive Director Mfundo Nkuhlu 7 717 R1 993 532.61 Direct beneficial Executive Director TSB Jali 3 938 R1 017 303.54 Direct beneficial Company Secretary In terms of the Compulsory Bonus scheme, the executive directors and company secretary have no discretion in relation to the number of shares awarded nor the price at which such shares are awarded. Employees are entitled to the dividends that are paid on the shares whilst held in trust. The required prior written clearance for the share dealings has been obtained. Sandton 4 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: 04/04/2017 09:00:00 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.