Vesting of shares and options granted to the company secretary in 2012 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”) VESTING OF SHARES AND OPTIONS GRANTED TO THE COMPANY SECRETARY IN 2012 IN TERMS OF THE NEDBANK EYETHU BLACK EXECUTIVE TRUST The following information is disclosed in respect of the vesting of Nedbank Group ordinary shares and options previously granted to the Company Secretary of Nedbank Group and Nedbank Limited (‘Nedbank’). This voluntary announcement confirms only that the Company Secretary is now entitled to the final tranche of the 2012 award, having remained in the employ of Nedbank Group over the vesting period, and this is not classified as a ‘dealing’ in terms of JSE Listings Requirements. Background: In August 2005, Nedbank Group implemented a black economic empowerment transaction, which was comprised of a number of schemes empowering a broad base of over 500 000 previously disadvantaged beneficiaries. 41 268 130 new ordinary shares in Nedbank Group were issued for the purposes of this BEE transaction, which at the time equated to approximately 9.47% of the Company’s issued share capital (post the issue of the shares) and also equated to black ownership of 11.5% of the value of Nedbank Group’s South African businesses. The South African BEE transaction comprised of three groupings, namely: - the Black Business Partners Schemes and the Non-Executive Directors Scheme; - the Client Schemes and the Community Scheme; and - the Employee Schemes (including a Black Executive Scheme, Black Management Scheme, Broad-based Employee Scheme and the Evergreen Scheme). Nedbank Eyethu Black Executive Trust: The Nedbank Eyethu Black Executive Trust (‘BET’) manages and operates the Black Executive Scheme referred to above. The trustees of the BET award Nedbank Group shares and grant options on Nedbank Group shares to qualifying participants for retention and attraction purposes. The entitlement of such executives to the shares and options is conditional upon them remaining in the employ of Nedbank Group over the vesting period, during which 33% of the shares awarded or options granted vest in each of years 4 and 5 and 34% in year 6. The participants are identified from time to time by the Nedbank Group Remuneration Committee on the recommendation of the Nedbank Group Executive Committee. Vesting of 34% of the shares and options that were awarded to Thabani Jali on 8 March 2012: 20 000 Nedbank Group shares and 60 000 options (with a strike price of R161.88) were granted to Thabani Jali, and the final tranche of 34% of this award now vests. Mr Jali holds the position of Chief Governance and Compliance Officer, and was also appointed as Company Secretary subsequent to this award being made. The details of the vesting of the restricted shares and options are as follows: Name: TSB Jali Capacity: Company Secretary Date of transaction (vesting date): 9 March 2018 Vesting price per share: R309.00 Number of securities: 6 800 Total value: R2 101 200.00 Nature of transaction: Vesting of restricted shares in terms of participation in the Nedbank Eyethu Black Executive Trust Inception date: 8 March 2012 Nature of trade: Off market Extent of interest: Direct beneficial Name: TSB Jali Capacity: Company Secretary Date of transaction (vesting date): 9 March 2018 Strike price per share: R161.88 Number of securities: 20 400 Total value: R3 302 352.00 Nature of transaction: Vesting of options in terms of participation in the Nedbank Eyethu Black Executive Trust Inception date: 8 March 2012 Nature of trade: Off market Extent of interest: Direct beneficial Sandton 9 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) Limited Date: 09/03/2018 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. 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.