Results of Nedbank annual general meeting Nedbank Limited (Incorporated in the Republic of South Africa) (Registration No. 1951/000009/06) Share code: NBKP ISIN: ZAE000043667 (“Nedbank” or “the Company”) RESULTS OF NEDBANK ANNUAL GENERAL MEETING Shareholders are advised that the voting results for the annual general meeting (“AGM”) of Nedbank, a wholly-owned subsidiary of Nedbank Group Limited, held at the registered offices of the Company on Wednesday, 17 May 2017 were as follows: Resolution Number of Percentage of For** Against** Abstained*** ordinary ordinary % % % shares voted shares in issue* % Ordinary Resolution 1.1: Election of Mr EM Kruger, who was appointed as a non-executive director since the 27 876 479 100% 100% - - previous annual general meeting of shareholders Ordinary Resolution 1.2: Election of Mr RAG Leith, who was appointed as a non-executive director since the 27 876 479 100% 100% - - previous annual general meeting of shareholders Ordinary Resolution 2.1 : Re-election as a director of 27 876 479 100% 100% - - Mr MWT Brown, who is retiring by rotation Ordinary Resolution 2.2 : Re-election as a director of 27 876 479 100% 100% - - Mr BA Dames, who is retiring by rotation Ordinary Resolution 2.3 : Re-election as a director of 27 876 479 100% 100% - - Mr PM Makwana, who is retiring by rotation Ordinary Resolution 2.4 : Re-election as a director of 27 876 479 100% 100% - - Mr JK Netshitenzhe, who is retiring by rotation Ordinary Resolution 3.1 : Reappointment of Deloitte & 27 876 479 100% 100% - - Touche as external auditors Ordinary Resolution 3.2: Reappointment of KPMG Inc as 27 876 479 100% 100% - - external auditors Ordinary Resolution 4: Placing of authorised but unissued 27 876 479 100% 100% - - shares under the control of the directors Ordinary Resolution 5: Advisory endorsement of 27 876 479 100% 100% - - Remuneration Policy Special resolution 1: Remuneration of non-executive 27 876 479 100% 100% - - directors Special resolution 2: General authority to provide 27 876 479 100% 100% - - financial assistance to related and interrelated companies Special resolution 3: Amendment to clause 13.9 of the 27 876 479 100% 100% - - MOI in relation to the treatment of fractions * Based on 27 876 479 ordinary shares (unlisted) in issue at the date of the AGM. ** In relation to the total number of ordinary shares voted at the AGM. *** In relation to the ordinary shares (unlisted) in issue at the date of the AGM. Based on the above voting results, all resolutions were passed by the requisite majority of Nedbank ordinary shareholders present in person or represented by proxy at the AGM. Johannesburg 17 May 2017 Sponsors Nedbank Corporate and Investment Banking Investec Bank Limited Date: 17/05/2017 05:07:00 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.