NEDBANK GROUP LIMITED - Dealings in securities by executive directors and company secretary

Dealings in securities by executive directors and company secretary

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”)

DEALINGS IN SECURITIES BY EXECUTIVE DIRECTORS AND COMPANY SECRETARY: GRANT
OF RESTRICTED SHARES

In terms of paragraphs 3.63 - 3.66 of the Listings Requirements of the JSE Limited, the
following information is disclosed in respect of the grant of Restricted Shares in an off-
market transaction to the executive directors and Company Secretary of Nedbank Group and
Nedbank Limited on 6 and 7 March 2014.

This grant is in terms of the Nedbank Group (2005) Share Option, Matched Share and
Restricted Share Scheme approved by shareholders at the annual general meeting on 4 May
2005. The Restricted Shares are Nedbank Group ordinary shares that are issued at no cost
to eligible employees at the volume-weighted average price (R209.00) for the three trading
days ended 26 February 2014. These Restricted Shares are held on an indirect beneficial
basis.

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For executive directors all grants are subject to performance-based vesting criteria that will
determine the proportion of the grant that finally vests on 7 March 2017.

        Name:                                MWT Brown
        Capacity:                            Chief Executive Officer
        Number of restricted shares granted: 62 200 with performance-based vesting
                                             criteria
        Price per restricted share:          R209.00
        Total value:                         R12 999 800.00
        Date of grant:                       6 March 2014
        Date of vesting:                     7 March 2017


        Name:                                GW Dempster
        Capacity:                            Executive Director
        Number of restricted shares granted: 39 473 with performance-based vesting
                                             criteria
        Price per restricted share:          R209.00
        Total value:                         R8 249 857.00
        Date of grant:                       6 March 2014
        Date of vesting:                     7 March 2017
        Name:                                RK Morathi
        Capacity:                            Executive Director
        Number of restricted shares granted: 33 492 with performance-based vesting
                                             criteria
        Price per restricted share:          R209.00
        Total value:                         R6 999 828.00
        Date of grant:                       6 March 2014
        Date of vesting:                     7 March 2017


                                               ---


For the Company Secretary, the vesting of the shares on 7 and 8 March 2017 is subject to a
mix of 50% time-based and 50% performance-based vesting criteria.

        Name:                                TSB Jali
        Capacity:                            Company Secretary
        Number of restricted shares granted: 10 765 with performance-based vesting
                                             criteria
        Price per restricted share:          R209.00
        Total value:                         R2 249 885.00
        Date of grant:                       6 March 2014
        Date of vesting:                     7 March 2017

        Name:                                TSB Jali
        Capacity:                            Company Secretary
        Number of restricted shares granted: 10 765 with time-based vesting criteria
        Price per restricted share:          R209.00
        Total value:                         R2 249 885.00
        Date of grant:                       7 March 2014
        Date of vesting:                     8 March 2017


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The required prior written clearance for the above transactions has been obtained.

Sandton
7 March 2014

Sponsors to Nedbank Group in South Africa:

Merrill Lynch South Africa (Pty) Limited
Nedbank Capital

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

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