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Dealings in Securities: 2024 Compulsory and Voluntary Bonus Deferral Schemes
NEDBANK GROUP LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1966/010630/06
JSE share code: NED
NSX share code: NBK
A2X share code: NED
ISIN: ZAE000004875
JSE alpha code: NEDI
('Nedbank Group' or the 'company')
DEALINGS IN SECURITIES BY EXECUTIVE DIRECTORS, PRESCRIBED OFFICERS AND COMPANY SECRETARY:
2024 COMPULSORY AND VOLUNTARY BONUS DEFERRAL SCHEMES
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, prescribed officers and the company secretary of Nedbank
Group Limited.
The following Nedbank Group ordinary shares have been committed by the executive directors, prescribed officers
and the company secretary to the 2023 Matched Share Scheme (MSS), which is a scheme operated under the
approved Nedbank Group (2005) Employee Share Scheme, whereby:
(a) in terms of the compulsory bonus share scheme, deferred bonus amounts are invested in the MSS, which
offers a share-matching arrangement up to a one-for-one basis. The participant is eligible for a match
provided the participant remains in service and the deferred amounts remain invested in the scheme for 36
months. The deferred amounts are subject to malus and clawback provisions, in the sole discretion of the
Nedbank Group Board. The match is 100% subject to performance conditions.
(b) in terms of the voluntary bonus share scheme, up to 50% of an employee's total after-tax bonus (less any
amount already deferred under the compulsory bonus share scheme set out above) can be used to acquire
shares in Nedbank Group which are then committed into the MSS, which similarly offers a share matching
arrangement, and is also 100% performance based. Alternatively, the employee can commit shares already
owned by them up to an equivalent amount of 50% of the employee's total after-tax bonus less any amount
already deferred under the compulsory bonus share scheme. The employee can dispose of these shares at
any time prior to the vesting date, which will cancel their participation in the scheme in respect of those
shares and will render them ineligible to qualify for any matching of shares.
The date of the transactions (off-market) was 31 March 2024 (the inception date) and the value of the shares was
determined using a weighted average price of Nedbank Group shares acquired between 24 March 2024 and 26 March
2024.
For executive directors, prescribed officers (and all other members of the Nedbank Group Executive Committee as
well as the members of Cluster Executive Committees), on the vesting date (the day following three years after the
inception date), 100% of the Matched Share Scheme is subject to a corporate performance condition. 100% of the
Nedbank Group shares held in the trust on vesting date will be matched on a one-for-one basis only if the
predetermined corporate performance target for the period April 2024 to March 2027 is met and if the person has
remained in the employ of the company throughout the vesting period.
For participants below Cluster Executive Committee level, on the vesting 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 attains a minimum individual
performance standard and 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 corporate
performance target for the period April 2024 to March 2027 is met.
Compulsory Bonus Share Scheme:
No. of shares acquired on open
Value @ R231,59
Name and Capacity market and committed to Extent of interest
per share
scheme on behalf of participant
MWT Brown
19 919 R4 613 041,21 Indirect beneficial
Chief Executive
MH Davis
13 061 R3 024 796,99 Indirect beneficial
Executive Director
MC Nkuhlu
13 061 R3 024 796,99 Indirect beneficial
Executive Director
A Bosman
20 186 R4 674 875,74 Indirect beneficial
Prescribed Officer
I Ruggiero
8 430 R1 952 303,70 Indirect beneficial
Prescribed Officer
TG Sibiya
11 280 R2 612 335,20 Indirect beneficial
Prescribed Officer
CJ Thomas
11 280 R2 612 335,20 Indirect beneficial
Prescribed Officer
J Katzin
1 187 R274 897,33 Indirect beneficial
Company Secretary
In terms of the compulsory bonus share scheme, the executive directors, prescribed officers 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.
Voluntary Bonus Share Scheme:
No. of existing shares committed
Value @ R231,59
Name and Capacity to scheme on behalf of Extent of interest
per share
participant
MWT Brown
1 781 R412 461,79 Indirect beneficial
Chief Executive
MH Davis
1 781 R412 461,79 Indirect beneficial
Executive Director
A Bosman
1 781 R412 461,79 Indirect beneficial
Prescribed Officer
No. of shares acquired on open
Value @ R231,59
Name and Capacity market and committed to Extent of interest
per share
scheme on behalf of participant
I Ruggiero
1 781 R412 461,79 Indirect beneficial
Prescribed Officer
TG Sibiya
1 781 R412 461,79 Indirect beneficial
Prescribed Officer
The required prior written clearance for the share dealings has been obtained.
Sandton
5 April 2024
Sponsors to Nedbank Group in South Africa:
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Sponsor to Nedbank Group in Namibia:
Old Mutual Investment Services (Namibia) (Pty) Ltd
Date: 05-04-2024 11:30:00
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