Dealings in securities by executive directors and company secretary: 2019 compulsory and voluntary bonus deferral sc 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: 2019 COMPULSORY AND VOLUNTARY BONUS DEFERRAL SCHEMES In terms of paragraphs 3.63 - 3.66 of the Listings Requirements of the JSE Limited, the following information is disclosed in respect of dealings by the executive directors and the company secretary of Nedbank Group and Nedbank Limited. The following shares have been committed by the executive directors and the company secretary to the 2019 Matched Share Scheme, whereby: (a) in terms of the compulsory bonus share scheme, deferred bonus amounts can be invested in the Matched Share Scheme. The deferred amount will be forfeited should the employee resign and not be classified as a good leaver before the end of the deferral period, as well as in cases where, in the sole opinion of the Nedbank Group board, material irregularities or misrepresentation of financial results come to light during the deferral period. In these instances, the employee also forgoes the right to matching on the deferred bonus amount subject to forfeiture; (b) in terms of the voluntary bonus share scheme, up to 50% of an employee’s total after-tax bonus (less any amount already deferred under the compulsory bonus share scheme set out above) can be used to acquire shares in Nedbank Group which are then committed into the Matched Share Scheme. Alternatively, the employee can commit shares already owned by them up to an equivalent amount of 50% of the employee’s total after-tax bonus less any amount already deferred under the compulsory bonus share scheme. The employee can dispose of these shares at any time prior to the vesting date, which will cancel their participation in the scheme in respect of those shares, and will render them ineligible to qualify for any matching of shares. The date of the transactions (off-market) was 31 March 2019 (the inception date) and the value of the shares was determined using a weighted average price of Nedbank Group shares acquired between 22 March 2019 and 26 March 2019. On the vesting date (the day following three years after the inception date), 50% of the shares still held in trust in respect of the participant’s portfolio will be matched on a one-for-one basis if the person has remained in the employ of the company throughout the vesting period. A further 50% of the shares held on vesting date may be matched on a one-for-one basis if the predetermined company performance target for the period 2019 to 2021 is met. Voluntary Bonus Share Scheme: Name and Capacity No. of existing shares committed Value @ R252.95 Extent of interest to scheme on behalf of per share participant MWT Brown 1 087 R274 956.65 Direct beneficial Chief Executive Name and Capacity No. of shares acquired on open Value @ R252.95 Extent of interest market and committed to per share scheme on behalf of participant Mfundo Nkuhlu 1 087 R274 956.65 Direct beneficial Executive Director RK Morathi 1 087 R274 956.65 Direct beneficial Executive Director Compulsory Bonus Share Scheme: Name and Capacity No. of shares acquired on open Value @ R252.95 Extent of interest market and committed to per share scheme on behalf of participant MWT Brown 16 307 R4 124 855.65 Direct beneficial Chief Executive RK Morathi 8 806 R2 227 477.70 Direct beneficial Executive Director Mfundo Nkuhlu 8 969 R2 268 708.55 Direct beneficial Executive Director J Katzin 1 087 R274 956.65 Direct beneficial Company Secretary In terms of the compulsory bonus share scheme, the executive directors and company secretary have no discretion in relation to the number of shares awarded nor the price at which such shares are awarded. Employees are entitled to the dividends that are paid on the shares whilst held in trust. The required prior written clearance for the share dealings has been obtained. Sandton 3 April 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 Date: 03/04/2019 09:00:00 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.