Dealings in securities by executive directors and company secretary: vesting of restricted shares 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: VESTING OF RESTRICTED SHARES PREVIOUSLY ALLOCATED IN 2016 The following information is disclosed in respect of the vesting of Nedbank Group restricted shares previously granted to the executive directors and the Company Secretary of Nedbank Group and Nedbank Limited (‘Nedbank’) in terms of the Nedbank Group (2005) Share Option, Matched Share and Restricted Share Scheme. This voluntary announcement confirms only that the executive directors are now entitled to 96.1% of the restricted shares allocated with performance-based vesting criteria on 17 March 2016, which vested on 18 March 2019. The Company Secretary is now entitled to 97.9% of the restricted shares allocated with performance-based vesting criteria on 17 March 2016, and 100% of the restricted shares allocated with time-based vesting criteria on 18 March 2016, which vested on 18 and 19 March 2019 respectively. This is not classified as a ‘dealing’ in terms of JSE Listings Requirements. The executive directors were awarded restricted shares with performance-based vesting criteria only, and the Company Secretary was awarded restricted shares with both performance-based and time-based vesting criteria. The restricted shares were issued at no cost to eligible employees and are fully taxable and subject to the deduction of PAYE at the time of vesting. Participants are entitled to the dividends paid on all restricted shares from the date the award is allocated. Name: MWT Brown Capacity: Chief Executive Date of transaction (vesting date): 18 March 2019 Vesting price per share: R261.85 Number of securities: 68 088 Total value: R17 828 842.80 Nature of transaction: 96.1% vesting of performance-based restricted shares in terms of participation in the Nedbank Group (2005) Share Option, Matched Share and Restricted Share Scheme Inception date: 17 March 2016 Nature of trade: Off market Extent of interest: Direct beneficial --- Name: RK Morathi Capacity: Executive Director Date of transaction (vesting date): 18 March 2019 Vesting price per share: R261.85 Number of securities: 37 826 Total value: R9 904 738.10 Nature of transaction: 96.1% vesting of performance-based restricted shares in terms of participation in the Nedbank Group (2005) Share Option, Matched Share and Restricted Share Scheme Inception date: 17 March 2016 Nature of trade: Off market Extent of interest: Direct beneficial --- Name: MC Nkuhlu Capacity: Executive Director Date of transaction (vesting date): 18 March 2019 Vesting price per share: R261.85 Number of securities: 44 132 Total value: R11 555 964.20 Nature of transaction: 96.1% vesting of performance-based restricted shares in terms of participation in the Nedbank Group (2005) Share Option, Matched Share and Restricted Share Scheme Inception date: 17 March 2016 Nature of trade: Off market Extent of interest: Direct beneficial --- Name: J Katzin Capacity: Company Secretary Date of transaction (vesting date): 18 March 2019 Vesting price per share: R261.85 Number of securities: 1 541 Total value: R403 510.85 Nature of transaction: 97.9% vesting of performance-based restricted shares in terms of participation in the Nedbank Group (2005) Share Option, Matched Share and Restricted Share Scheme Inception date: 17 March 2016 Nature of trade: Off market Extent of interest: Direct beneficial Name: J Katzin Capacity: Company Secretary Date of transaction (vesting date): 19 March 2019 Vesting price per share: R261.29 Number of securities: 1 049 Total value: R274 093.21 Nature of transaction: 100% vesting of time-based restricted shares in terms of participation in the Nedbank Group (2005) Share Option, Matched Share and Restricted Share Scheme Inception date: 18 March 2016 Nature of trade: Off market Extent of interest: Direct beneficial --- As a result of the pre-determined corporate performance conditions not all being fully met in respect of the performance-based restricted shares allocated on 17 March 2016, the following restricted Nedbank Group ordinary shares held by the executive directors and Company Secretary of Nedbank Group and Nedbank Limited were forfeited on 18 March 2019: Name Number of Notional value Total notional Determination restricted shares of loss per value lost date forfeited share on forfeiture MWT Brown 2 763 R261.85 R723 491.55 18 March 2019 RK Morathi 1 535 R261.85 R401 939.75 18 March 2019 MC Nkuhlu 1 790 R261.85 R468 711.50 18 March 2019 J Katzin 33 R261.85 R8 641.05 18 March 2019 --- The required prior written clearance was obtained when the awards were initially granted during 2016. Sandton 20 March 2019 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) Limited Date: 20/03/2019 02:50:00 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.