Results of annual general meeting 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”) RESULTS OF ANNUAL GENERAL MEETING Shareholders are advised that the voting results for the annual general meeting (“AGM”) of Nedbank Group held at the registered offices of the Group on Thursday, 18 May 2017 were as follows: Resolution Number of Percentage For** Against** Abstained*** ordinary of ordinary % % % shares shares in voted issue* % Ordinary Resolution 1.1: Election as a director of Mr 434 968 063 87.23 99.75 0.25 0.05 EM Kruger, who was appointed as a director since the previous general meeting of shareholders Ordinary Resolution 1.2: Election as a director of Mr 434 970 341 87.23 99.75 0.25 0.05 RAG Leith, who was appointed as a director since the previous general meeting of shareholders Ordinary Resolution 2.1 : Reelection as a director of 434 974 230 87.23 99.75 0.25 0.05 Mr MWT Brown, who is retiring by rotation Ordinary Resolution 2.2 : Reelection as a director of 434 974 187 87.23 99.75 0.25 0.05 Mr BA Dames, who is retiring by rotation Ordinary Resolution 2.3 : Reelection as a director of 434 970 276 87.23 99.75 0.25 0.05 Dr MA Matooane, who is retiring by rotation Ordinary Resolution 2.4 : Reelection as a director of 434 970 152 87.23 99.75 0.25 0.05 Mr JK Netshitenzhe, who is retiring by rotation Ordinary Resolution 3.1 : Reappointment of Deloitte 434 974 936 87.23 92.51 7.49 0.05 & Touche as external auditors Ordinary Resolution 3.2: Reappointment of KPMG 434 972 060 87.23 92.51 7.49 0.05 Inc as external auditors Ordinary Resolution 4 : Placing the authorised but 434 974 919 87.23 99.13 0.87 0.05 unissued ordinary shares under the control of the directors Ordinary Resolution 5 : Placing the authorised but 434 974 815 87.23 95.87 4.13 0.05 unissued preference shares under the control of the directors Advisory endorsement on a non-binding basis of 434 797 394 87.19 90.21 9.79 0.08 remuneration policy Special Resolution 1.1 : Remuneration of non- 434 965 319 87.23 99.56 0.44 0.05 executive directors: Non-executive Chairman Special Resolution 1.2 : Remuneration of non- 434 961 789 87.23 100.00 0.00 0.05 executive directors: Lead Independent Director fee (additional 40%) Special Resolution 1.3 : Remuneration of non- 434 934 094 87.22 100.00 0.00 0.05 executive directors: Nedbank Group boardmember Special Resolution 1.4.1 : Remuneration of non- 434 965 302 87.23 100.00 0.00 0.05 executive directors: Nedbank Group Audit Committee - Chair Special Resolution 1.4.2 : Remuneration of non- 434 679 153 87.17 100.00 0.00 0.05 executive directors: Nedbank Group Audit Resolution Number of Percentage For** Against** Abstained*** ordinary of ordinary % % % shares shares in voted issue* % Committee - Member Special Resolution 1.5.1 : Remuneration of non- 434 965 323 87.23 100.00 0.00 0.05 executive directors: Nedbank Group Credit Committee - Chair Special Resolution 1.5.2 : Remuneration of non- 434 965 303 87.23 100.00 0.00 0.05 executive directors: Nedbank Group Credit Committee - Member Special Resolution 1.6.1 : Remuneration of non- 434 965 306 87.23 100.00 0.00 0.05 executive directors: Nedbank Group Directors' Affairs Committee - Chair Special Resolution 1.6.2 : Remuneration of non- 434 965 283 87.23 100.00 0.00 0.05 executive directors: Nedbank Group Directors' Affairs Committee - Member Special Resolution 1.7.1 : Remuneration of non- 434 965 303 87.23 100.00 0.00 0.05 executive directors: Nedbank Group Information Technology Committee - Chair Special Resolution 1.7.2 : Remuneration of non- 434 965 280 87.23 100.00 0.00 0.05 executive directors: Nedbank Group Information Technology Committee - Member Special Resolution 1.8.1 : Remuneration of non- 434 965 303 87.23 99.99 0.01 0.05 executive directors: Nedbank Group Related-party Transactions Committee - Chair Special Resolution 1.8.2 : Remuneration of non- 434 965 303 87.23 99.99 0.01 0.05 executive directors: Nedbank Group Related-party Transactions Committee - Member Special Resolution 1.9.1 : Remuneration of non- 434 965 280 87.23 100.00 0.00 0.05 executive directors: Nedbank Group Remuneration Committee - Chair Special Resolution 1.9.2 : Remuneration of non- 434 965 303 87.23 100.00 0.00 0.05 executive directors: Nedbank Group Remuneration Committee - Member Special Resolution 1.10.1 : Remuneration of non- 434 965 283 87.23 100.00 0.00 0.05 executive directors: Nedbank Group Risk and Capital Management Committee - Chair Special Resolution 1.10.2 : Remuneration of non- 434 965 283 87.23 100.00 0.00 0.05 executive directors: Nedbank Group Risk and Capital Management Committee - Member Special Resolution 1.11.1 : Remuneration of non- 434 934 072 87.22 100.00 0.00 0.05 executive directors: Nedbank Group Transformation, Social and Ethics Committee - Chair Special Resolution 1.11.2 : Remuneration of non- 434 965 667 87.23 100.00 0.00 0.05 executive directors: Nedbank Group Transformation, Social and Ethics Committee - Member Special Resolution 2 : General authority to 434 973 210 87.23 98.75 1.25 0.05 repurchase ordinary shares Special Resolution 3 : General authority to provide 434 971 217 87.23 99.71 0.29 0.05 financial assistance to related and interrelated companies Special Resolution 4 : Amendment to clause 10 of 434 972 418 87.23 100.00 0.00 0.05 the Memorandum of Incorporation in relation to the Resolution Number of Percentage For** Against** Abstained*** ordinary of ordinary % % % shares shares in voted issue* % treatment of fractions Special Resolution 5 : NedNamibia Stakeholder 434 963 264 87.23 99.98 0.02 0.05 Schemes repurchase Special Resolution 6 : NedNamibia Stakeholder 434 963 247 87.23 99.87 0.13 0.05 Schemes: Reapproval and ratification of the grant of a call option for the issue of securities * Based on 498 661 160 shares in issue at the date of the AGM. ** In relation to the total number of shares voted at the AGM. *** In relation to the total number of shares in issue at the date of the AGM. Based on the above voting results, all resolutions were passed by the requisite majority of Nedbank Group shareholders present in person or represented by proxy at the AGM. Johannesburg 18 May 2017 Sponsors Nedbank Corporate and Investment Banking Merrill Lynch South Africa (Pty) Limited Sponsor to Nedbank Group in Namibia: Old Mutual Investment Services (Namibia) (Pty) Ltd Date: 18/05/2017 03:00:00 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. 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