Nedbank Group Limited (JSE:NED) News - Dealings in securities: 2022 compulsory and voluntary bonus deferral schemes

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
JSE alpha code: NEDI
(‘Nedbank Group’)

DEALINGS IN SECURITIES BY EXECUTIVE DIRECTORS, PRESCRIBED OFFICERS AND COMPANY SECRETARY:
2022 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, prescribed officers and the company secretary of Nedbank
Group Limited.

The following shares have been committed by the executive directors, prescribed officers and the company secretary
to the 2022 Matched Share Scheme, whereby:

(a)     in terms of the compulsory bonus share scheme, deferred bonus amounts are 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 2022 (the inception date) and the value of the shares was
determined using a weighted average price of Nedbank Group shares acquired between 24 March 2022 and 28 March
2022.

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 2022 to 2025 is met.

For executive directors, prescribed officers (and all other members of the Nedbank Group Executive Committee),
100% of the Matched Share Scheme is subject to a performance condition. 100% of the Nedbank shares held in the
trust on vesting date will be matched on a one-for-one basis only if the predetermined company performance target
for the period 2022 to 2025 is met and if the person has remained in the employ of the company throughout the
vesting period.

Compulsory Bonus Share Scheme:

Name and Capacity             No. of shares acquired on open        Value @ R238.81     Extent of interest
                              market and committed to                  per share
                              scheme on behalf of participant
MWT Brown                                               14 394        R3 437 431,14    Indirect beneficial
Chief Executive
MH Davis                                                 8 924        R2 131 140,44    Indirect beneficial
Executive Director
MC Nkuhlu                                                9 500        R2 268 695,00    Indirect beneficial
Executive Director
A Bosman                                                16 121        R3 849 856,01    Indirect beneficial
Prescribed Officer
I Ruggiero                                               6 333        R1 512 383,73    Indirect beneficial
Prescribed Officer
TG Sibiya                                                6 045        R1 443 606,45    Indirect beneficial
Prescribed Officer
CJ Thomas                                               10 076        R2 406 249,56    Indirect beneficial
Prescribed Officer
J Katzin                                                 1 151          R274 870,31    Indirect beneficial
Company Secretary

In terms of the compulsory bonus share scheme, the executive directors, prescribed officers 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.

Voluntary Bonus Share Scheme:

Name and Capacity             No. of existing shares committed      Value @ R238.81      Extent of interest
                              to scheme on behalf of                   per share
                              participant
MWT Brown                                                1 151          R274 870.31     Indirect beneficial
Chief Executive
MH Davis                                                 1 151          R274 870.31     Indirect beneficial
Executive Director
A Bosman                                                 1 151          R274 870.31     Indirect beneficial
Prescribed Officer

Name and Capacity             No. of shares acquired on open        Value @ R238.81      Extent of interest
                              market and committed to                  per share
                              scheme on behalf of participant
Mfundo Nkuhlu                                            1 151          R274 870.31     Indirect beneficial
Executive Director
I Ruggiero                                               1 151          R274 870.31     Indirect beneficial
Prescribed Officer
TG Sibiya                                                1 046          R249 795.26     Indirect beneficial
Prescribed Officer

The required prior written clearance for the share dealings has been obtained.

Sandton

6 April 2022

Sponsors to Nedbank Group in South Africa:
Merrill Lynch South Africa (Pty) Limited
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

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

Date: 06-04-2022 04:00:00
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