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Dealings in securities: vesting of restricted shares previously allocated in 2019

Published: 2022-03-18 11:55:00 ET
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Nedbank Group Limited (JSE:NED) News - Dealings in securities:  vesting of restricted shares previously allocated in 2019

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: VESTING OF RESTRICTED SHARES PREVIOUSLY ALLOCATED IN 2019

The following information is disclosed in respect of the vesting of Nedbank Group restricted shares
previously granted to the executive directors, prescribed officers and the company secretary of
Nedbank Group in terms of the Nedbank Group (2005) Share Option, Matched Share and Restricted
Share Scheme.

This voluntary announcement confirms that the executive directors and prescribed officers are now
entitled to 18,1% of the restricted shares allocated with performance-based vesting criteria on 14
March 2019, which vested on 15 March 2022.

Two of the prescribed officers (Group Managing Executive: Corporate & Investment Banking and
Group Managing Executive: Nedbank Africa Regions) were not prescribed officers or members of the
Group Executive Committee (‘Group Exco’) at the time of the allocation in 2019. They, as well as the
company secretary, are now entitled to 30.2% of the restricted shares allocated with performance-
based vesting criteria on 14 March 2019, and 100% of the restricted shares allocated with time-based
vesting criteria on 15 March 2019, which vested on 16 March 2022.

The above vestings of shares are not classified as ‘dealings’ in terms of JSE Listings Requirements.

The executive directors and prescribed officers (at the time of the allocation) were awarded restricted
shares with performance-based vesting criteria only, and the prescribed officers (who at the time of
allocation were not prescribed officers) and the company secretary were awarded restricted shares
with both performance-based and time-based vesting criteria.

For awards made in 2019 and 2020, all restricted shares allocated to members of the Group Exco are
100% subject to performance-based vesting criteria. For awards made in 2021, restricted shares
allocated to the Group Exco are 80% subject to performance-based vesting criteria. Nedbank Group’s
prescribed officers are all members of the Group Exco.

The restricted shares were issued at no cost to eligible employees and are fully taxable and subject to
the deduction of PAYE at the time of vesting. Participants are entitled to the dividends paid on all
restricted shares from the date the award is allocated.


Name:                                       MWT Brown
Capacity:                                   Chief Executive
Date of transaction (vesting date):         15 March 2022
Vesting price per share:                    R219.37
Number of securities:                       11 064
Total value:                                R2 427 109.68
Nature of transaction:                      18.1% vesting of performance-based restricted
                                            shares in terms of participation in the Nedbank
                                            Group (2005) Share Option, Matched Share and
                                            Restricted Share Scheme
Inception date:                             14 March 2019
Nature of trade:                            Off market
Extent of interest:                         Direct beneficial

                                      ---

Name:                                       MC Nkuhlu
Capacity:                                   Chief Operating Officer
Date of transaction (vesting date):         15 March 2022
Vesting price per share:                    R219.37
Number of securities:                       6 873
Total value:                                R1 507 730.01
Nature of transaction:                      18.1% vesting of performance-based restricted
                                            shares in terms of participation in the Nedbank
                                            Group (2005) Share Option, Matched Share and
                                            Restricted Share Scheme
Inception date:                             14 March 2019
Nature of trade:                            Off market
Extent of interest:                         Direct beneficial

                                      ---

Name:                                       MH Davis
Capacity:                                   Chief Financial Officer

Date of transaction (vesting date):         15 March 2022
Vesting price per share:                    R219.37
Number of securities:                       4 191
Total value:                                R919 379.67
Nature of transaction:                      18.1% vesting of performance-based restricted
                                            shares in terms of participation in the Nedbank
                                            Group (2005) Share Option, Matched Share and
                                            Restricted Share Scheme
Inception date:                             14 March 2019
Nature of trade:                            Off market
Extent of interest:                         Direct beneficial

                                      ---

Name:                                       A Bosman
Capacity:                                   Prescribed Officer (Group Managing Executive:
                                            Corporate & Investment Banking)

Date of transaction (vesting date):         15 March 2022
Vesting price per share:                    R219.37
Number of securities:                       2 820
Total value:                                R618 623.40
Nature of transaction:                      30.2% vesting of performance-based restricted
                                            shares in terms of participation in the Nedbank
                                            Group (2005) Share Option, Matched Share and
                                            Restricted Share Scheme
Inception date:                             14 March 2019

Date of transaction (vesting date):         16 March 2022
Vesting price per share:                    R224.45
Number of securities:                       6 223
Total value:                                R1 396 752.35
Nature of transaction:                      100% vesting of time-based restricted shares in
                                            terms of participation in the Nedbank Group
                                            (2005) Share Option, Matched Share and
                                            Restricted Share Scheme
Inception date:                             15 March 2019

Nature of trades:                           Off market
Extent of interest:                         Direct beneficial

                                      ---

Name:                                       I Ruggiero
Capacity:                                   Prescribed officer (Group Managing Executive:
                                            Nedbank Wealth)

Date of transaction (vesting date):         15 March 2022
Vesting price per share:                    R219.37
Number of securities:                       4 694
Total value:                                R1 029 722.78
Nature of transaction:                      18.1% vesting of performance-based restricted
                                            shares in terms of participation in the Nedbank
                                            Group (2005) Share Option, Matched Share and
                                            Restricted Share Scheme
Inception date:                             14 March 2019
Nature of trade:                            Off market
Extent of interest:                         Direct beneficial

                                      ---

Name:                                       TG Sibiya
Capacity:                                   Prescribed officer (Group Managing Executive:
                                            Nedbank Africa Regions)

Date of transaction (vesting date):         15 March 2022
Vesting price per share:                    R219.37
Number of securities:                       2 350
Total value:                                R515 519.50
Nature of transaction:                      30.2% vesting of performance-based restricted
                                            shares in terms of participation in the Nedbank
                                            Group (2005) Share Option, Matched Share and
                                            Restricted Share Scheme
Inception date:                             14 March 2019

Date of transaction (vesting date):         16 March 2022
Vesting price per share:                    R224.45
Number of securities:                       5 186
Total value:                                R1 163 997.70
Nature of transaction:                      100% vesting of time-based restricted shares in
                                            terms of participation in the Nedbank Group
                                            (2005) Share Option, Matched Share and
                                            Restricted Share Scheme
Inception date:                             15 March 2019

Nature of trades:                           Off market
Extent of interest:                         Direct beneficial

                                      ---

Name:                                       CJ Thomas
Capacity:                                   Prescribed officer (Group Managing Executive:
                                            Retail and Business Banking)

Date of transaction (vesting date):         15 March 2022
Vesting price per share:                    R219.37
Number of securities:                       6 705
Total value:                                R1 470 875.85
Nature of transaction:                      18.1% vesting of performance-based restricted
                                            shares in terms of participation in the Nedbank
                                            Group (2005) Share Option, Matched Share and
                                            Restricted Share Scheme
Inception date:                             14 March 2019
Nature of trade:                            Off market
Extent of interest:                         Direct beneficial

                                      ---

Name:                                       J Katzin
Capacity:                                   Company Secretary

Date of transaction (vesting date):         15 March 2022
Vesting price per share:                    R219.37
Number of securities:                       1 376
Total value:                                R301 853.12
Nature of transaction:                      30.2% vesting of performance-based restricted
                                            shares in terms of participation in the Nedbank
                                            Group (2005) Share Option, Matched Share and
                                            Restricted Share Scheme
Inception date:                             14 March 2019

Date of transaction (vesting date):         16 March 2022
Vesting price per share:                    R224.45
Number of securities:                       3 037
Total value:                                R681 654.65
Nature of transaction:                      100% vesting of time-based restricted shares in
                                            terms of participation in the Nedbank Group
                                            (2005) Share Option, Matched Share and
                                            Restricted Share Scheme
Inception date:                             15 March 2019

Nature of trades:                           Off market
Extent of interest:                         Direct beneficial

                                     ---

As a result of the pre-determined corporate performance conditions not all being fully met in respect
of the performance-based restricted shares allocated on 14 March 2019, the following restricted
Nedbank Group ordinary shares held by the executive directors, prescribed officers and company
secretary of Nedbank Group were forfeited on 15 March 2022:

Name                    Number of        Notional value           Total notional         Determination
                     restricted shares   of loss per                value lost           date
                         forfeited       share on
                                         forfeiture
MWT Brown                 50 058         R219.37                    R10 981 223.46       15 March 2022
MH Davis                  18 961         R219.37                     R4 159 474.57       15 March 2022
MC Nkuhlu                 31 096         R219.37                     R6 821 529.52       15 March 2022
A Bosman                   6 515         R219.37                     R1 429 195.55       15 March 2022
I Ruggiero                21 236         R219.37                     R4 658 541.32       15 March 2022
TG Sibiya                  5 429         R219.37                     R1 190 959.73       15 March 2022
CJ Thomas                 30 338         R219.37                     R6 655 247.06       15 March 2022
J Katzin                   3180          R219.37                       R697 596.60       15 March 2022
                                                  ---

The required prior written clearance was obtained when the awards were initially granted in 2019,
other than in the case of the Chief Financial Officer who was appointed into that role on 1 October
2020. No prior written clearance was required for the awards to the prescribed officers as the JSE
Listings Requirements in respect of dealings were not applicable to them at the time.

Sandton
18 March 2021

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) Limited

Date: 18-03-2022 01:55:00
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