Dealing 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 2015 The following information is disclosed in respect of the vesting of Nedbank Group ordinary shares and options 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 and the company secretary are now entitled to 63.56% and 70.81% respectively, of the restricted shares allocated with performance-based vesting criteria on 12 March 2015, and 100% of the restricted shares allocated with time-based vesting criteria on 13 March 2015, which vested on 13 and 14 March 2018 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 only the Company Secretary was awarded restricted shares with both performance-based and time-based vesting criteria. The restricted shares are 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): 13 March 2018 Vesting price per share: R313.00 Number of securities: 32 306 Total value: R10 111 778.00 Nature of transaction: 63.56% 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: 12 March 2015 Nature of trade: Off market Extent of interest: Direct beneficial Name: RK Morathi Capacity: Executive Director Date of transaction (vesting date): 13 March 2018 Vesting price per share: R313.00 Number of securities: 17 396 Total value: R5 444 948.00 Nature of transaction: 63.56% 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: 12 March 2015 Nature of trade: Off market Extent of interest: Direct beneficial Name: MC Nkuhlu Capacity: Executive Director Date of transaction (vesting date): 13 March 2018 Vesting price per share: R313.00 Number of securities: 29 199 Total value: R9 139 287.00 Nature of transaction: 63.56% 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: 12 March 2015 Nature of trade: Off market Extent of interest: Direct beneficial Name: TSB Jali Capacity: Company Secretary Date of transaction (vesting date): 13 March 2018 Vesting price per share: R313.00 Number of securities: 7 475 Total value: R2 339 675.00 Nature of transaction: 70.81% 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: 12 March 2015 Nature of trade: Off market Extent of interest: Direct beneficial Name: TSB Jali Capacity: Company Secretary Date of transaction (vesting date): 14 March 2018 Vesting price per share: R306.00 Number of securities: 7 037 Total value: R2 153 322.00 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: 13 March 2015 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 12 March 2015, the following restricted Nedbank Group ordinary shares held by the executive directors and Company Secretary of Nedbank Group and Nedbank Limited were forfeited on 13 March 2018: Name Number of Notional value Total notional Determination restricted of loss per value lost date shares forfeited share on forfeiture MWT Brown 18 520 R313.00 R5 796 760.00 13 March 2018 RK Morathi 9 972 R313.00 R3 121 236.00 13 March 2018 MC Nkuhlu 16 740 R313.00 R5 239 620.00 13 March 2018 TSB Jali 3 081 R313.00 R964 353.00 13 March 2018 The required prior written clearance for dealing in these shares has been obtained. Sandton 14 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: 14/03/2018 04:00:00 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.