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Vesting of Shares to Executive Directors, Prescribed Officers and Company Secretary: 2022 Matched Share Scheme
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: 2022 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 2022 Matched Share
Scheme (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 post-tax 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 post-tax
bonus (less any amount already deferred under the CBSS 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 employment 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 post-tax bonus less any
amount already deferred under the CBSS. 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 2022 to 2024 was met and if the person has remained in the employ of the company throughout
the vesting period. The company performance target was that the ROE (including goodwill) of Nedbank Group
must be greater than or equal to Cost of Equity (COE) + 1%, to be measured on the 2024 annual results.
Mike Davis (Chief Financial Officer), Mfundo Nkuhlu (Chief Operating Officer), Anél Bosman (Prescribed
Officer), Terence Sibiya (Prescribed Officer) and Ciko Thomas (Prescribed Officer) being executive directors
and/or members of the Nedbank Group Executive Committee at the inception of the Matched Share Scheme
will not have any of their shares held in the trust matched as the predetermined company performance target
for the period 2022 to 2024 was not met. The original shares acquired or committed to the scheme in 2022
revert to being held on a direct beneficial basis (previously indirect beneficial when held through the Matched
Share Scheme).
For the company secretary (and all other Cluster Executive Committee members), 25% of the shares still held
in trust in respect of the participant's portfolio would be matched on the vesting date on a one-for-one basis if
the person continued in the employ of the company throughout the vesting period. A further 75% of the shares
held on vesting date would be matched on a one-for-one basis if the same predetermined company
performance target, as set out above, for the period 2022 to 2024 was met. The company secretary (and all
other Cluster Executive Committee members) will not have 75% of their shares held in the trust matched as
the predetermined company performance target for the period 2022 to 2024 was not met.
Name: Jackie Katzin
Capacity: Company Secretary
Inception date: 31 March 2022
Vesting/Matching date: 1 April 2025
Vesting price per share: R259.53
Number of securities: 288 match shares (25% of 1 151 CBSS shares held in trust)
Total value (taxable gain): R74 744.64
Nature of transaction: Vesting of shares in terms of participation in 2022 Matched Share
Scheme
Nature of trade: Off market
Extent of interest: Direct beneficial
Sandton
2 April 2025
Sponsor to Nedbank Group in Namibia:
Old Mutual Investment Services (Namibia) (Pty) Ltd
Sponsors to Nedbank Group in South Africa:
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Date: 02-04-2025 05:00:00
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