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

Dealings 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 2019.

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 (R269,95) for the three trading days ended 7 March 2019, being the
three trading days immediately after the publication of Nedbank Group’s 2018 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.

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For executive directors all grants of Restricted Shares are 100% subject to performance-based vesting
criteria that will determine the proportion of the grant that finally vests on 15 March 2022.

        Name:                                           MWT Brown
        Capacity:                                       Chief Executive Officer
        Number of restricted shares granted:            61 122 with performance-based vesting criteria
        Price per restricted share:                     R269.95
        Total value:                                    R16 499 883.90
        Date of grant:                                  14 March 2019
        Date of vesting:                                15 March 2022

        Name:                                           RK Morathi
        Capacity:                                       Executive Director
        Number of restricted shares granted:            35 191 with performance-based vesting criteria
        Price per restricted share:                     R269.95
        Total value:                                    R9 499 810.45
        Date of grant:                                  14 March 2019
        Date of vesting:                                15 March 2022

        Name:                                           MC Nkuhlu
        Capacity:                                       Executive Director
        Number of restricted shares granted:            37 969 with performance-based vesting criteria
        Price per restricted share:                     R269.95
        Total value:                                    R10 249 731.55
        Date of grant:                                  14 March 2019
        Date of vesting:                                15 March 2022

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From 2019, all Restricted Shares granted to members of the Nedbank Group Executive Committee are
100% subject to performance-based vesting criteria; however, for the Company Secretary, the vesting
of the restricted shares on 15 and 16 March 2022 is subject to a mix of 60% performance-based and
40% time-based vesting criteria.

        Name:                                          J Katzin
        Capacity:                                      Company Secretary
        Number of restricted shares granted:           4 556 with performance-based vesting criteria
        Price per restricted share:                    R269.95
        Total value:                                   R1 229 892.20
        Date of grant:                                 14 March 2019
        Date of vesting:                               15 March 2022

        Name:                                          J Katzin
        Capacity:                                      Company Secretary
        Number of restricted shares granted:           3 037 with time-based vesting criteria
        Price per restricted share:                    R269.95
        Total value:                                   R819 838.15
        Date of grant:                                 15 March 2019
        Date of vesting:                               16 March 2022

                                                 ---

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


Sandton
19 March 2019

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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