NEDBANK GROUP LIMITED - Dealing in securities by executive directors and company secretary: Grant of restricted shares

Dealing in securities by executive directors 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 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 and Company Secretary of
Nedbank Group and Nedbank Limited on 14 and 15 March 2018.

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 (R299.73) for the three trading
days ended 6 March 2018, being the three trading days immediately after the publication of
Nedbank Group’s 2017 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 all grants are 100% subject to performance-based vesting criteria
that will determine the proportion of the grant that finally vests on 15 March 2021.

        Name:                                MWT Brown
        Capacity:                            Chief Executive Officer
        Number of restricted shares granted: 48 376 with performance-based vesting
                                             criteria
        Price per restricted share:          R299.73
        Total value:                         R14 499 738.48
        Date of grant:                       14 March 2018
        Date of vesting:                     15 March 2021

        Name:                                RK Morathi
        Capacity:                            Executive Director
        Number of restricted shares granted: 29 192 with performance-based vesting
                                             criteria
        Price per restricted share:          R299.73
        Total value:                         R8 749 718.16
        Date of grant:                       14 March 2018
        Date of vesting:                     15 March 2021
       
        Name:                                MC Nkuhlu
        Capacity:                            Executive Director
        Number of restricted shares granted: 31 695 with performance-based vesting
                                             criteria
        Price per restricted share:          R299.73
        Total value:                         R9 499 942.35
        Date of grant:                       14 March 2018
        Date of vesting:                     15 March 2021

For the Company Secretary, the vesting of the shares on 15 and 16 March 2021 is subject to
a mix of 60% performance-based and 40% time-based vesting criteria.

        Name:                                TSB Jali
        Capacity:                            Company Secretary
        Number of restricted shares granted: 9 308 with performance-based vesting
                                             criteria
        Price per restricted share:          R299.73
        Total value:                         R2 789 886.84
        Date of grant:                       14 March 2018
        Date of vesting:                     15 March 2021

        Name:                                TSB Jali
        Capacity:                            Company Secretary
        Number of restricted shares granted: 6 205 with time-based vesting criteria
        Price per restricted share:          R299.73
        Total value:                         R1 859 824.65
        Date of grant:                       15 March 2018
        Date of vesting:                     16 March 2021

The required prior written clearance for the above transactions has been obtained.

Sandton
20 March 2018

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

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