Results of annual general meeting 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” or “the Group”) RESULTS OF ANNUAL GENERAL MEETING Shareholders are advised that the voting results for the annual general meeting (“AGM”) of Nedbank Group held at the registered offices of the Group on Thursday, 10 May 2018 were as follows: Resolution Number of Percentage For** Against** Abstained*** ordinary of ordinary % % % shares voted shares in issue* % Ordinary Resolution 1.1 : Election as a 442 858 197 88.53 99.95 0.05 0.01 director of Mr HR Brody, who has been appointed as a director since the previous general meeting of shareholders Ordinary Resolution 1.2 : Election as a 442 857 696 88.53 99.51 0.49 0.01 director of Ms NP Dongwana, who has been appointed as a director since the previous general meeting of shareholders Ordinary Resolution 1.3 : Election as a 442 857 115 88.53 99.99 0.01 0.01 director of Ms L Manzini, who has been appointed as a director since the previous general meeting of shareholders Ordinary Resolution 2.1 : Reelection as 442 857 684 88.53 96.86 3.14 0.01 a director of Mr PM Makwana, who is retiring by rotation Ordinary Resolution 2.2 : Reelection as 442 857 588 88.53 99.71 0.29 0.01 a director of Mrs RK Morathi, who is retiring by rotation Ordinary Resolution 2.3 : Reelection as 442 840 395 88.53 99.74 0.26 0.02 a director of Mr MC Nkuhlu, who is retiring by rotation Ordinary Resolution 3.1 : 413 015 413 82.56 99.11 0.89 5.98 Reappointment of Deloitte & Touche as external auditors Ordinary Resolution 3.2: 412 112 255 82.38 98.49 1.51 6.16 Reappointment of KPMG as external auditors Ordinary Resolution 4 : Placing the 442 464 064 88.45 91.59 8.41 0.09 authorised but unissued ordinary shares under the control of the directors Advisory Endorsement 5.1 : On a non- 442 851 512 88.53 99.53 0.47 0.02 binding basis of the Nedbank Group Remuneration Policy Advisory Endorsement 5.2 : On a non- 442 669 594 88.49 99.36 0.64 0.05 binding basis of the Nedbank Group Remuneration Implementation Report Special Resolution 1.1 : Remuneration 442 851 580 88.53 99.45 0.55 0.02 of the non-executive directors: Non- executive Chairman Special Resolution 1.2 : Remuneration 442 843 592 88.53 99.88 0.12 0.02 of the non-executive directors: Lead Independent Director (additional 40%) Special Resolution 1.3 : Remuneration 442 842 918 88.53 99.88 0.12 0.02 of the non-executive directors: Nedbank Group boardmember Special Resolution 1.4 : Committee fees: 442 852 700 88.53 99.88 0.12 0.02 Nedbank Group Audit Committee Special Resolution 1.5 : Committee fees: 442 852 700 88.53 99.88 0.12 0.02 Nedbank Group Credit Committee Special Resolution 1.6 : Committee fees: 442 852 682 88.53 99.88 0.12 0.02 Nedbank Group Directors’ Affairs Committee Special Resolution 1.7 : Committee fees: 442 852 703 88.53 99.88 0.12 0.02 Nedbank Group Information Technology Committee Special Resolution 1.8 : Committee fees: 442 852 690 88.53 99.88 0.12 0.02 Nedbank Group Related-party Transactions Committee Special Resolution 1.9 : Committee fees: 442 852 625 88.53 99.88 0.12 0.02 Nedbank Group Remuneration Committee Special Resolution 1.10 : Committee 442 850 152 88.53 99.80 0.20 0.02 fees: Nedbank Group Risk and Capital Management Committee Special Resolution 1.11 : Committee 442 852 703 88.53 99.88 0.12 0.02 fees: Nedbank Group Transformation, Social and Ethics Committee Special Resolution 2 : General authority 442 489 272 88.46 98.58 1.42 0.09 to repurchase ordinary shares Special Resolution 3 : General authority 442 859 443 88.53 99.99 0.01 0.01 to provide financial assistance to related and interrelated companies Special Resolution 4 : Replacement of 442 752 288 88.51 99.65 0.35 0.04 the rules for the Nedbank Group (2005) Share option, Matched-share and Restricted-share Scheme * Based on 500 239 303 shares in issue at the date of the AGM. ** In relation to the total number of shares voted at the AGM. *** In relation to the total number of shares in issue at the date of the AGM. Based on the above voting results, all resolutions were passed by the requisite majority of Nedbank Group shareholders present in person or represented by proxy at the AGM. Johannesburg 10 May 2018 Sponsors Nedbank CIB Merrill Lynch South Africa (Pty) Limited Sponsor to Nedbank Group in Namibia: Old Mutual Investment Services (Namibia) (Pty) Ltd Date: 10/05/2018 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.