Dealings in securities by executive directors, prescribed officers and company secretary: grant 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, PRESCRIBED OFFICERS AND COMPANY SECRETARY: GRANT OF RESTRICTED SHARES In terms of paragraphs 3.63 - 3.66 of the Listings Requirements of the JSE Limited, the following information is disclosed in respect of the grant and acceptance of Restricted Shares in an off-market transaction to the executive directors, prescribed officers and company secretary of Nedbank Group and Nedbank Limited on 19 and 20 March 2020. This grant is in terms of the Nedbank Group (2005) Share Option, Matched Share and Restricted Share Scheme approved by shareholders at the annual general meeting on 4 May 2005. The Restricted Shares are Nedbank Group ordinary shares that are issued at no cost to eligible employees at the volume-weighted average price (R168.80) for the three trading days ended 5 March 2020, being the three trading days immediately after the publication of Nedbank Group’s 2019 results. These Restricted Shares are held on an indirect beneficial basis and dividends are paid to the participant from the date of grant thereof. In terms of the Nedbank Group (2005) Share Option, Matched Share and Restricted Share Scheme, the executive directors and company secretary have no discretion in relation to the number of Restricted Shares awarded nor the price at which such Restricted Shares are awarded. --- For executive directors and prescribed officers all grants of Restricted Shares are 100% subject to performance-based vesting criteria that will determine the proportion of the grant that finally vests on 20 March 2023. Name: MWT Brown Capacity: Chief Executive Officer Number of restricted shares granted: 91 824 with performance-based vesting criteria Price per restricted share: R168.80 Total value: R15 500 000 Date of grant: 19 March 2020 Date of vesting: 20 March 2023 Name: RK Morathi Capacity: Executive Director Number of restricted shares granted: 60 722 with performance-based vesting criteria Price per restricted share: R168.80 Total value: R10 250 000 Date of grant: 19 March 2020 Date of vesting: 20 March 2023 Name: MC Nkuhlu Capacity: Executive Director Number of restricted shares granted: 60 722 with performance-based vesting criteria Price per restricted share: R168.80 Total value: R10 250 000 Date of grant: 19 March 2020 Date of vesting: 20 March 2023 Name: B Kennedy Capacity: Prescribed officer (Group Managing Executive: Corporate & Investment Banking) Number of restricted shares granted: 57 316 with performance-based vesting criteria Price per restricted share: R168.80 Total value: R9 675 000 Date of grant: 19 March 2020 Date of vesting: 20 March 2023 Name: I Ruggiero Capacity: Prescribed officer (Group Managing Executive: Nedbank Wealth) Number of restricted shares granted: 39 988 with performance-based vesting criteria Price per restricted share: R168.80 Total value: R6 750 000 Date of grant: 19 March 2020 Date of vesting: 20 March 2023 Name: CJ Thomas Capacity: Prescribed officer (Group Managing Executive: Retail & Business Banking) Number of restricted shares granted: 60 722 with performance-based vesting criteria Price per restricted share: R168.80 Total value: R10 250 000 Date of grant: 19 March 2020 Date of vesting: 20 March 2023 --- Although their appointments as prescribed officers are effective 1 April 2020 and therefore the requirement to disclose their share dealings are effective only from that date, the grant of restricted shares to Anel Bosman and Terence Sibiya is also disclosed below. From 2019, all Restricted Shares granted to members of the Nedbank Group Executive Committee are 100% subject to performance-based vesting criteria; however, for the prescribed officers-designate and the company secretary, the vesting of their annually-awarded restricted shares on 20 and 21 March 2023, made in respect of their current positions, is subject to a mix of 60% performance-based and 40% time-based vesting criteria. The On-Appointment Awards made to Anel Bosman and Terence Sibiya in respect of their appointment to Group Exco are, however, 100% subject to performance-based vesting criteria. On appointment Award made in respect of the appointment to Group Exco: Name: A Bosman Capacity: Group Managing Executive-designate: Nedbank Corporate & Investment Banking Number of restricted shares granted: 32 582 with performance-based vesting criteria Price per restricted share: R168.80 Total value: R5 500 000 Date of grant: 19 March 2020 Date of vesting: 20 March 2023 Annual LTI award made in respect of current position: Name: A Bosman Capacity: Group Managing Executive-designate: Nedbank Corporate & Investment Banking Number of restricted shares granted: 14 573 with performance-based vesting criteria Price per restricted share: R168.80 Total value: R2 460 000 Date of grant: 19 March 2020 Date of vesting: 20 March 2023 Name: A Bosman Capacity: Group Managing Executive-designate: Nedbank Corporate & Investment Banking Number of restricted shares granted: 9 716 with time-based vesting criteria Price per restricted share: R168.80 Total value: R1 640 000 Date of grant: 20 March 2020 Date of vesting: 21 March 2023 On-Appointment Award made in respect of the appointment to Group Exco: Name: T Sibiya Capacity: Group Managing Executive: Nedbank Africa Regions Number of restricted shares granted: 23 696 with performance-based vesting criteria Price per restricted share: R168.80 Total value: R4 000 000 Date of grant: 19 March 2020 Date of vesting: 20 March 2023 Annual LTI award made in respect of current position: Name: T Sibiya Capacity: Group Managing Executive: Nedbank Africa Regions Number of restricted shares granted: 10 663 with performance-based vesting criteria Price per restricted share: R168.80 Total value: R1 800 000 Date of grant: 19 March 2020 Date of vesting: 20 March 2023 Name: T Sibiya Capacity: Group Managing Executive: Nedbank Africa Regions Number of restricted shares granted: 7 109 with time-based vesting criteria Price per restricted share: R168.80 Total value: R1 200 000 Date of grant: 20 March 2020 Date of vesting: 21 March 2023 --- Name: J Katzin Capacity: Company Secretary Number of restricted shares granted: 8531 with performance-based vesting criteria Price per restricted share: R168.80 Total value: R1 440 000 Date of grant: 19 March 2020 Date of vesting: 20 March 2023 Name: J Katzin Capacity: Company Secretary Number of restricted shares granted: 5687 with time-based vesting criteria Price per restricted share: R168.80 Total value: R960 000 Date of grant: 20 March 2020 Date of vesting: 21 March 2023 --- The required prior written clearance for the above transactions has been obtained. Sandton 23 March 2020 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: 23-03-2020 03:30:00 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.