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’ or ‘company’)


VESTING OF SHARES TO EXECUTIVE DIRECTORS, PRESCRIBED OFFICERS AND COMPANY SECRETARY: 2021 MATCHED
SHARE SCHEME

The following information is disclosed in respect of the vesting of Nedbank Group ordinary shares to executive directors,
prescribed officers and the company secretary of Nedbank Group.

This voluntary announcement confirms that these shares have vested in terms of the 2021 Matched Share Scheme. This
is not classified as a ‘dealing’ in terms of JSE Listings Requirements.

(a)      In terms of the compulsory bonus share scheme (CBSS), compulsory deferred bonus amounts are invested in
         the Matched Share Scheme which offers a share-matching arrangement up to a one-for-one basis. The
         participant is eligible for a match provided the participant remains in service and the deferred amounts remain
         invested in the scheme for 36 months. The deferred amounts are subject to malus and clawback provisions, in
         the sole discretion of the Nedbank Group Board. The match is subject to service and performance conditions,
         as explained further below;

(b)      In terms of the voluntary bonus share scheme (VBSS), up to 50% of an employee’s total after-tax bonus (less
         any amount already deferred under the compulsory bonus deferral scheme set out above) could be used to
         acquire shares in Nedbank Group which would then be committed into the Matched Share Scheme, which
         similarly offers a share matching arrangement. The match is subject to service and performance conditions, as
         explained further below. Alternatively, the employee could 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 deferral scheme. The employee could dispose of these shares at any time prior to the end
         of the deferral period, which would cancel their participation in the Matched Share Scheme in respect of those
         shares and render them ineligible to qualify for any matching of shares.

Participants are entitled to the dividends paid on the shares owned by them committed into the Matched Share Scheme
but no rights to dividends accrue to Participants in respect of the Matched Shares unless and until the requisite Matched
Shares are delivered to the Participant at the end of the three year period.

For executive directors and prescribed officers (and all other members of the Nedbank Group Executive Committee),
100% of the shares held in the trust on vesting date (the day following three years after the inception date), may be
matched on a one-for-one basis only if the predetermined company performance target for the period 2021 to 2023
was met and if the person has remained in the employ of the company throughout the vesting period.

For employees other than members of the Nedbank Group Executive Committee, on the vesting date 50% of the shares
still held in trust in respect of the participant’s portfolio would be matched on a one-for-one basis if the person
continued in the employ of the company throughout the vesting period). A further 50% of the shares held on vesting
date would be matched on a one-for-one basis if the predetermined company performance target for the period 2021
to 2023 was met.


         Name:                              Mike Brown
         Capacity:                          Chief Executive
         Inception date:                    31 March 2021
         Vesting/Matching Date:             01 April 2024
         Vesting Price per share:           R224,07
Number of securities:         14 347 Match shares (100% of 14 347 CBSS shares held in trust)
                               2 049 Match shares (100% of 2 049 VBSS shares held in trust)
Total value (Taxable Gain):   R3 673 851,72
Nature of transaction:        Vesting of shares in terms of participation in 2021 Matched Share Scheme
Nature of trade:              Off market
Extent of interest:           Direct beneficial

Name:                         Mike Davis
Capacity:                     Chief Financial Officer
Inception date:               31 March 2021
Vesting/Matching Date:        01 April 2024
Vesting Price per share:      R224,07
Number of securities:         8 198 Match shares (100% of 8 198 CBSS shares held in trust)
Total value (Taxable Gain):   R1 836 925,86
Nature of transaction:        Vesting of shares in terms of participation in 2021 Matched Share Scheme
Nature of trade:              Off market
Extent of interest:           Direct beneficial

Name:                         Mfundo Nkuhlu
Capacity:                     Chief Operating Officer
Inception date:               31 March 2021
Vesting/Matching Date:        01 April 2024
Vesting Price per share:      R224,07
Number of securities:         8 710 Match shares (100% of 8 710 CBSS shares held in trust)
                              2 049 Match shares (100% of 2 049 VBSS shares held in trust)
Total value (Taxable Gain):   R2 410 769,13
Nature of transaction:        Vesting of shares in terms of participation in 2021 Matched Share Scheme
Nature of trade:              Off market
Extent of interest:           Direct beneficial

Name:                         Anél Bosman
Capacity:                     Prescribed Officer
Inception date:               31 March 2021
Vesting/Matching Date:        01 April 2024
Vesting Price per share:      R224,07
Number of securities:         15 884 Match shares (100% of 15 884 CBSS shares held in trust)
                               2 049 Match shares (100% of 2 049 VBSS shares held in trust)
Total value (Taxable Gain):   R4 018 247,31
Nature of transaction:        Vesting of shares in terms of participation in 2021 Matched Share Scheme
Nature of trade:              Off market
Extent of interest:           Direct beneficial

Name:                         Iolanda Ruggiero
Capacity:                     Prescribed Officer
Inception date:               31 March 2021
Vesting/Matching Date:        01 April 2024
Vesting Price per share:      R224,07
Number of securities:         6 661 Match shares (100% of 6 661 CBSS shares held in trust)
                              2 049 Match shares (100% of 2 049 VBSS shares held in trust)
Total value (Taxable Gain):   R1 951 649,70
Nature of transaction:        Vesting of shares in terms of participation in 2021 Matched Share Scheme
Nature of trade:              Off market
Extent of interest:           Direct beneficial

Name:                         Terence Sibiya
Capacity:                     Prescribed Officer
Inception date:               31 March 2021
Vesting/Matching Date:        01 April 2024
Vesting Price per share:      R224,07
        Number of securities:             2 562 Match shares (100% of 2 562 CBSS shares held in trust)
                                          1 490 Match shares (100% of 1 490 VBSS shares held in trust)
        Total value (Taxable Gain):       R907 931,64
        Nature of transaction:            Vesting of shares in terms of participation in 2021 Matched Share Scheme
        Nature of trade:                  Off market
        Extent of interest:               Direct beneficial

        Name:                             Ciko Thomas
        Capacity:                         Prescribed Officer
        Inception date:                   31 March 2021
        Vesting/Matching Date:            01 April 2024
        Vesting Price per share:          R224,07
        Number of securities:             5 192 Match shares (100% of 5 192 CBSS shares held in trust)
        Total value (Taxable Gain):       R1 163 371,44
        Nature of transaction:            Vesting of shares in terms of participation in 2021 Matched Share Scheme
        Inception date:                   31 March 2021
        Nature of trade:                  Off market
        Extent of interest:               Direct beneficial

        Name:                             Jackie Katzin
        Capacity:                         Company Secretary
        Inception date:                   31 March 2021
        Vesting/Matching Date:            01 April 2024
        Vesting Price per share:          R224,07
        Number of securities:             922 Match shares (100% of 922 CBSS shares held in trust)
        Total value (Taxable Gain):       R206 592,54
        Nature of transaction:            Vesting of shares in terms of participation in 2021 Matched Share Scheme
        Nature of trade:                  Off market
        Extent of interest:               Direct beneficial


Sandton
5 April 2024

Sponsors to Nedbank Group in South Africa:
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

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