NEDBANK GROUP LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1966/010630/06
JSE share code: NED
NSX share code: NBK
A2X share code: NED
ISIN: ZAE000004875
JSE alpha code: NEDI
(“Nedbank Group”)

FINALISATION ANNOUNCEMENT RELATING TO THE ODD-LOT OFFER

1. Introduction
   1.1. Nedbank Group shareholders (“Shareholders”) are referred to the circular containing details
        of the odd-lot offer (“Odd-lot Offer”) that was distributed to Shareholders on Thursday,
        20 April 2023 (“Circular”).
   1.2. Shareholders are further referred to the general meeting of Shareholders that was held on
        Friday, 2 June 2023 (“General Meeting”) and the subsequent announcement that was
        released on SENS on the same day advising that the Odd-lot Offer resolutions were approved
        by the requisite majority Shareholders at the General Meeting.
   1.3. Capitalised terms used herein that are not otherwise defined, bear the meanings ascribed to
        them in the Circular.

2. Offer Price

    2.1. The Offer Price per Nedbank Group Share in respect of the Odd-lot Offer is 23406.68584 cents
         based on a 5% premium to the 10-day VWAP of a Nedbank Group Share traded on the JSE
         at the close of business on Monday, 19 June 2023, being 22292.08175 cents.
    2.2. If you wish to retain your Nedbank Group Shares you must specifically make an election
         to do so. Those Odd-lot Holders who do not make an election will automatically be
         regarded as having accepted the Odd-lot Offer and chosen to dispose of their Nedbank
         Group Shares to Nedbank Group and receive the Cash Consideration.

3. Transaction costs for Odd-lot Holders

    3.1. Shareholders eligible to participate in the Odd-lot Offer will not bear any transaction costs in
         respect of the Odd-lot Offer.
    3.2. Securities transfer tax, if any, will be paid by Nedbank Group at a rate of 0.25%.

4. Tax consequences

    4.1. As set out in the Circular, the Board has resolved that the Odd-lot Offer will be distributed as
         a return of capital (paid out of ‘contributed tax capital’ as defined in section 1 of the Income
         Tax Act). The Cash Consideration will therefore not be regarded as a dividend for South
         African income tax purposes.
    4.2. The Odd-lot Offer may be subject to tax in the relevant jurisdiction of the Odd-lot Holder arising
         from the disposal of the Odd-lot Holdings by the Odd-lot Holders who make an election to sell
         their Odd-lot Holdings to Nedbank Group or who do not make an election.
    4.3. Shareholders are referred to Annexure 1 of the Circular, which contains a summary of the tax
         consequences for South African Odd-lot Holders who make an election to sell their Odd-lot
         Holdings to Nedbank Group or who do not make an election.
    4.4. Shareholders should, however, seek their own tax advice.
5. Implementation of the Odd-lot Offer

Accordingly, following publication of the Offer Price above, the Odd-lot Offer is now unconditional and
the remaining salient dates and times in respect of the implementation of the Odd-lot Offer are set out
below:

                                                                                                2023
 For administrative purposes, the Nominee Form of Election (yellow)
 for the Odd-lot Offer to be received by the Issuer Sponsored
 Nominees (see notes 1 and 2 below) by 12:00 (SAST)                                 Monday, 26 June

 Last day to trade to participate in the Odd-lot Offer                             Tuesday, 27 June

 Shares trade ‘ex’ the Odd-lot Offer                                            Wednesday, 28 June

 Form of Election and Surrender (blue) for the Odd-lot Offer to be
 received by the Transfer Secretaries in South Africa or Namibia by
 12:00 (SAST)                                                                         Friday, 30 June

 Odd-lot Offer Record Date                                                            Friday, 30 June

 Odd-lot Offer closes at 12:00 (SAST) (see note 3 below)
                                                                                      Friday, 30 June
 Dematerialised Odd-lot Holders who have accepted the Odd-lot Offer
 or are deemed to have accepted the Odd-lot Offer will have their
 accounts held at their CSDP or Broker credited with the Cash
                                                                                      Monday, 3 July
 Consideration

 Payments of the Cash Consideration to Certificated Odd-lot Holders
 who have accepted the Odd-lot Offer or who have made no election                     Monday, 3 July

 Results of the Odd-lot Offer released on SENS                                        Monday, 3 July

 Results of the Odd-lot Offer published in the South African press                   Tuesday, 4 July

 Cancellation and termination of listing of Nedbank Group Shares
 repurchased in terms of the Odd-lot Offer expected on or about                      Tuesday, 4 July

Notes:
   1. Issuer Sponsored Nominees are Pacific Custodians Nominees (RF) Proprietary Limited,
       Corpserve Nominees (Private) Limited or National Bank of Malawi Nominees Limited, being
       nominee companies through which certain Shareholders hold their Shares.
   2. Shareholders holding Shares through the Issuer Sponsored Nominees should return the
       Nominee Form of Election (yellow) by the closing of the Odd-lot Offer to the address indicated
       on the form.
   3. Dematerialised Odd-lot Holders are requested to notify their duly appointed CSDP or Broker of
       their election by the cut-off time stipulated by their CSDP or Broker. This will be before the
       closing date of the Odd-lot Offer.
   4. All dates and times above and quoted generally in this announcement are South African dates
       and times (“SAST”), unless otherwise stated.
   5. Nedbank Group Shareholders may not dematerialise or rematerialise their Shares after the last
       day to trade to participate in the Odd-lot Offer until the Odd-lot Offer Record Date, being from
       Wednesday, 28 June 2023 to Friday, 30 June 2023, both dates inclusive.

Sandton
20 June 2023

Investment Bank and Corporate Advisor:
Nedbank Corporate and Investment Bank, a division of Nedbank Limited

Legal Advisor:
Edward Nathan Sonnenbergs Incorporated

Sponsors in South Africa:
Merrill Lynch South Africa Proprietary Limited
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Sponsor in Namibia:
Old Mutual Investment Services (Namibia) Proprietary Limited

The Odd-lot Offer is not being made, directly or indirectly, in or into, or by use of the mails of, or by any
means or instrumentality (including, without limitation, telephonically or electronically) of interstate or
foreign commerce of, or any facility of the national securities exchanges of a Restricted Jurisdiction
(being any jurisdiction in which it is impractical, illegal or otherwise unlawful for the Odd-lot Offer to be
made or accepted, including (without limitation) Australia, Canada, Japan and the United States of
America) and the Odd-lot Offer cannot be accepted by any such use, means, instrumentality or facility
or from within a Restricted Jurisdiction. Accordingly, neither copies of the Circular nor any related
documentation are being or may be mailed or otherwise distributed or sent in or into or from a Restricted
Jurisdiction, and if received in any Restricted Jurisdiction, the Circular should be treated as being
received for information purposes only.

The information contained herein does not constitute a distribution, an offer to sell or the solicitation of
an offer to buy any Nedbank Group securities in any jurisdiction in which such distribution or offer is not
authorised. In particular, the information herein is not for distribution and does not constitute an offer to
sell or the solicitation of any offer to buy any Nedbank Group securities in the United States of America
or to or for the benefit of any US Person as such term is defined under the United States Securities Act
of 1933, as amended, and the Regulations promulgated thereunder.

Nothing contained herein should be construed as constituting tax or legal advice. Odd-lot Holders
should seek independent advice from appropriate professional advisors about their tax position and in
particular to confirm how the applicable tax legislation applies in their specific personal circumstances.