Results of the General Meeting of Nedbank Group Shareholders to Approve the Odd-Lot Offer 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’) RESULTS OF THE GENERAL MEETING OF NEDBANK GROUP SHAREHOLDERS TO APPROVE THE ODD-LOT OFFER Background Nedbank Group shareholders are referred to the Nedbank Group announcement published on SENS on Monday, 15 October 2018 (‘Odd-lot Offer Announcement’) confirming the board of directors’ decision to proceed with the implementation of an odd-lot offer (‘Odd-lot Offer’) to repurchase Nedbank Group ordinary shares from shareholders (‘Odd-lot Holders’) holding less than 100 Nedbank Group ordinary shares (‘Odd-lot Holdings’) at a 5% premium to the 10-day volume weighted average price of a Nedbank Group ordinary share at the close of business on Monday, 3 December 2018 (‘Offer Price’). The Odd-lot Offer will provide Odd-lot Holders with the ability to dispose of their Odd-lot Holdings on an efficient basis and will provide liquidity for those Odd-lot Holders who elect to sell their Odd-lot Holdings or who make no election. For Nedbank Group, it will, inter alia, reduce the complexity and ongoing administrative costs associated with a significantly larger shareholder base. Odd-lot Holders can elect to retain their Odd-lot Holdings or sell their Odd-lot Holdings at the Offer Price. Those Odd-lot Holders who do not make an election by 12:00 (SA time) on Friday, 14 December 2018 will automatically be regarded as having accepted the Odd-lot Offer and chosen to dispose of their Odd-lot Holdings. Results of the General Meeting As stated in the Odd-lot Offer announcement, the Odd-lot Offer is subject to Nedbank Group shareholder approval. Nedbank Group shareholders are advised that the voting results for the general meeting (‘General Meeting’) of Nedbank Group held today, Thursday, 22 November 2018, were as follows: Resolution Number of Percentage For** Against** Abstained*** Nedbank of Nedbank % % % Group Group ordinary ordinary shares shares in voted issue* % Special resolution 1: 383 914 676 76.75% 98.57% 1.43% 0.09% Specific authority to repurchase Nedbank Group ordinary shares from the Odd-lot Holders Ordinary resolution 1: 383 914 676 76.75% 98.58% 1.42% 0.09% Authority to make and implement the Odd-lot Offer Resolution Number of Percentage For** Against** Abstained*** Nedbank of Nedbank % % % Group Group ordinary ordinary shares shares in voted issue* % Ordinary resolution 2: 383 914 676 76.75% 98.58% 1.42% 0.09% Authority of directors * Based on 500 239 303 Nedbank Group ordinary shares in issue at the date of the General Meeting. ** In relation to the total number of Nedbank Group ordinary shares voted at the General Meeting. *** In relation to the total number of Nedbank Group ordinary shares in issue at the date of the General Meeting. Based on the above voting results, all resolutions were passed by the requisite majority of Nedbank Group shareholders present in person or represented by proxy at the General Meeting, and therefore Nedbank Group will proceed to implement the Odd-lot Offer in accordance with the timelines set out below. Salient dates and times 2018 Odd-lot Offer opens at 09:00 (SA time) Friday, 23 November Finalisation announcement (including the Offer Price) released on Tuesday, 4 December SENS before 11:00 (SA time) on or before Finalisation announcement (including the Offer Price) published in the Wednesday, 5 December press Last day to trade to participate in the Odd-lot Offer Tuesday, 11 December Shares trade ex the Odd-lot Offer Wednesday, 12 December Record date for the Odd-lot Offer. Odd-lot Offer closes at 12:00 (SA Friday, 14 December time) Dematerialised Odd-lot Holders who have accepted the Odd-lot Offer Tuesday, 18 December or are deemed to have accepted the Odd-lot Offer will have their accounts held at their CSDP or broker credited with the cash consideration Payments of the cash consideration to certificated Odd-lot Holders Tuesday, 18 December who have accepted the Odd-lot Offer Results of the Odd-lot Offer released on SENS Tuesday, 18 December Results of the Odd-lot Offer published in the press Wednesday, 19 December Cancellation and termination of listing of Nedbank Group ordinary Friday, 21 December shares repurchased in terms of the Odd-lot Offer expected on or about Sandton 22 November 2018 Financial advisors to Nedbank Group: Nedbank CIB Deutsche Bank Sponsors to Nedbank Group: Nedbank CIB Merrill Lynch South Africa (Pty) Ltd Sponsor to Nedbank Group in Namibia: Old Mutual Investment Services (Namibia) (Pty) Ltd Legal advisors to Nedbank Group: ENSafrica Date: 22/11/2018 12:30:00 Produced by the JSE SENS Department. 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