Results of annual general meeting 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” or “the Group”) RESULTS OF ANNUAL GENERAL MEETING Shareholders are advised that the voting results for the annual general meeting (“AGM”) of Nedbank Group held at the registered offices of the Group on Friday, 10 May 2019 were as follows: Resolution Number of Percentage For** Against** Abstained*** ordinary of ordinary % % % shares voted shares in issue* % Ordinary Resolution 1.1 : Election as a 395 329 808 79.53 98.45 1.55 0.40 director of Mr MP Moyo, who has been appointed as a director since the previous annual general meeting of shareholders Ordinary Resolution 1.2 : Election as a 395 329 808 79.53 97.73 2.27 0.40 director of Mr RAG Leith, who has been appointed as a director since the previous annual general meeting of shareholders Ordinary Resolution 2.1 : Reelection as 395 329 808 79.53 99.01 0.99 0.40 a director of Mr MWT Brown, who is retiring by rotation Ordinary Resolution 2.2 : Reelection as 395 329 808 79.53 100.00 0 0.41 a director of Mr BA Dames, who is retiring by rotation Ordinary Resolution 2.3 : Reelection as 395 329 808 79.53 99.90 0.10 0.40 a director of Mr V Naidoo, who is retiring by rotation Ordinary Resolution 2.4 : Reelection as 395 329 808 79.53 99.93 0.07 0.40 a director of Mr S Subramoney, who is retiring by rotation Ordinary Resolution 3.1 : 395 267 723 79.52 84.41 15.59 0.11 Reappointment of Deloitte & Touche as external auditors Ordinary Resolution 3.2: Appointment 395 329 808 79.53 99.94 0.06 0.12 of Ernst & Young as external auditors Ordinary Resolution 4 : Placing the 395 329 808 79.53 93.37 6.63 0.11 authorised but unissued ordinary shares under the control of the directors Advisory Endorsement 5.1 : On a non- 395 329 808 79.53 98.45 1.55 0.11 binding basis of the Nedbank Group Remuneration Policy Advisory Endorsement 5.2 : On a non- 395 329 738 79.53 99.07 0.93 0.31 binding basis of the Nedbank Group Remuneration Implementation Report Special Resolution 1.1 : Remuneration 395 329 808 79.53 97.79 2.21 0.40 of the non-executive directors: Non- executive Chairman Special Resolution 1.2 : Remuneration 395 329 808 79.53 99.25 0.75 0.40 of the non-executive directors: Lead Independent Director (additional 40%) Special Resolution 1.3 : Remuneration 395 327 547 79.53 99.25 0.75 0.40 of the non-executive directors: Nedbank Group boardmember Special Resolution 1.4 : Committee fees: 395 329 808 79.53 99.25 0.75 0.40 Nedbank Group Audit Committee Special Resolution 1.5 : Committee fees: 395 329 808 79.53 99.25 0.75 0.40 Nedbank Group Credit Committee Special Resolution 1.6 : Committee fees: 395 329 808 79.53 99.25 0.75 0.40 Nedbank Group Directors’ Affairs Committee Special Resolution 1.7 : Committee fees: 395 329 808 79.53 99.25 0.75 0.40 Nedbank Group Information Technology Committee Special Resolution 1.8 : Committee fees: 395 329 808 79.53 99.25 0.75 0.40 Nedbank Group Related-party Transactions Committee Special Resolution 1.9 : Committee fees: 395 329 808 79.53 99.25 0.75 0.40 Nedbank Group Remuneration Committee Special Resolution 1.10 : Committee 395 329 808 79.53 99.25 0.75 0.40 fees: Nedbank Group Risk and Capital Management Committee Special Resolution 1.11 : Committee 395 329 808 79.53 99.25 0.75 0.40 fees: Nedbank Group Transformation, Social and Ethics Committee Special Resolution 2 : General authority 395 329 808 79.53 99.83 0.17 0.11 to repurchase ordinary shares Special Resolution 3 : General authority 395 329 808 79.53 99.54 0.46 0.11 to provide financial assistance to related and interrelated companies * Based on 497 053 536 shares in issue at the date of the AGM. ** In relation to the total number of shares voted at the AGM. *** In relation to the total number of shares in issue at the date of the AGM. 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 AGM. Johannesburg 10 May 2019 Sponsors Nedbank CIB Merrill Lynch South Africa (Pty) Limited Sponsor to Nedbank Group in Namibia: Old Mutual Investment Services (Namibia) (Pty) Ltd Date: 10/05/2019 01:20:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.