NEDBANK GROUP LIMITED - Nedbank Group Limited and Nedbank Limited - Changes to the boards of directors

Nedbank Group Limited and Nedbank Limited - Changes to the boards of directors

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’)

NEDBANK LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1951/000009/06
JSE share code: NBKP
ISIN: ZAE000043667
(‘Nedbank’)

NEDBANK GROUP LIMITED AND NEDBANK LIMITED – CHANGES TO THE BOARDS
OF DIRECTORS

The boards of Nedbank Group and Nedbank Limited (‘the Companies’) announce the
appointment of Peter Moyo, and simultaneous resignation of Bruce Hemphill, as non-
executive directors of the Companies with effect from 11 June 2018.

In March 2016 Old Mutual plc announced its Managed Separation (‘MS’) strategy, and in
April 2018 Old Mutual plc announced that, subject to shareholder and other approvals, the
MS would be materially completed by the end of 2018, with the listing of Quilter plc on the
LSE on 25 June 2018, followed by the listing of Old Mutual Ltd (‘OML’), which will become
the holding company of the Old Mutual plc, on the JSE on 26 June 2018. The third and final
step in the MS is the proposed unbundling of Nedbank approximately six months after the
implementation of the first two steps, whereby OML intends, subject to certain conditions, to
distribute approximately 32% of the total issued share capital of Nedbank to OML’s
shareholders, whilst retaining a strategic minority stake of 19.9% in Nedbank in its
shareholder funds.

Bruce Hemphill was appointed as the Group Chief Executive of Old Mutual plc on 1
November 2015 and as a non-executive director of the Companies on 25 November 2015.
With MS progressing according to plan, Bruce will be stepping down from the boards of the
Companies with effect from 11 June 2018 and he will be replaced by Peter Moyo who is the
CEO of OML.

Peter is the Chairman of Business Against Crime South Africa (BACSA) and board member
of the Right to Care and Right to Care Health Services and a member of the Advisory Board
of the Stellenbosch University Business School.

Peter is a vastly experienced business leader, he is a former Group CEO of Alexander
Forbes and deputy managing director of Old Mutual Life Assurance Company (South Africa)
Limited. In terms of board roles, his resume includes, amongst others, being past Chairman
of Vodacom Group Limited and Willis SA (Pty) Ltd, CSC SA (Pty) Ltd, and he has been a
director of Transnet Limited, Liberty Group and Liberty Holdings Limited, and Chairman of
the Audit Committee in the office of the Auditor General.

Mr Vassi Naidoo, Nedbank Group Chairman, welcomed Peter and noted: ‘Peter’s experience
and understanding of the South African and wider financial services industry will be of great
benefit to the Nedbank Group Board including developing the arm’s length commercial
arrangements and good relationship between the Companies and OML.

Vassi also expressed his sincere gratitude to Bruce for his contribution to the Nedbank
Group during his tenure on the boards.

The above board changes do not impact on the current Nedbank Group and Nedbank
Boards diversity targets, which remain as follows:

Category                                           Target     Current      Achievement      Outcome
                                                            achievement   at 1 June 2018
Voting rights of black boardmembers as a            50%       58.8%           58.8%         Exceeded
percentage of voting rights of all boardmembers
Voting rights of black women boardmembers as a      25%       23.5%           23.5%        Below target
percentage of voting rights of all boardmembers
Black independent non-executive boardmembers as     40%        70%            70%           Exceeded
a percentage of all independent non-executive
boardmembers
Black executive members of the board as a           50%       66.7%           66.7%         Exceeded
percentage of all executive members of the board
Black women executive members of the board as a     25%       33.3%           33.3%         Exceeded
percentage of all executive members of the board


Sandton
6 June 2018

Sponsors to Nedbank Group in South Africa:
Merrill Lynch South Africa (Pty) Limited
Nedbank CIB

Sponsor to Nedbank Group in Namibia:
Old Mutual Investment Services (Namibia) (Pty) Ltd

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