NEDBANK GROUP LIMITED - Dealing in securities by executive directors and company secretary: 2016 bonus deferral schemes

Dealing in securities by executive directors and company secretary: 2016 bonus deferral schemes

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:
2016 COMPULSORY AND VOLUNTARY BONUS DEFERRAL SCHEMES

In terms of paragraphs 3.63 - 3.66 of the Listings Requirements of the JSE Limited, the following
information is disclosed in respect of dealings by the executive directors and the company
secretary of Nedbank Group and Nedbank Limited.

The following shares have been committed by the executive directors and the company secretary
to the 2016 Matched Share Scheme, whereby:

(a)    in terms of the compulsory bonus share scheme, deferred bonus amounts can be invested
       in the Matched Share Scheme. The deferred amount will be forfeited should the employee
       resign and not be classified as a good leaver before the end of the deferral period, as well
       as in cases where, in the sole opinion of the Nedbank Group board, material irregularities
       or misrepresentation of financial results come to light during the deferral period. In these
       instances, the employee forgoes the right to matching on the deferred bonus amount
       subject to forfeiture;

(b)    in terms of the voluntary bonus share scheme, up to 50% of an employee’s total after-tax
       bonus (less any amount already deferred under the compulsory bonus deferral scheme set
       out above) can be used to acquire shares in Nedbank Group which are then committed into
       the Matched Share Scheme. Alternatively, the employee can commit shares already
       owned by them up to an equivalent amount of 50% of the employee’s total after-tax bonus
       less any amount already deferred under the compulsory bonus deferral scheme. The
       employee can dispose of these shares at any time prior to the vesting date, which will
       cancel their participation in the scheme in respect of those shares, and will render them
       ineligible to qualify for any matching of shares.

The date of the transactions was 31 March 2016 and the value of the shares was determined using
a weighted average price of Nedbank Group shares acquired between 24 March 2016 and
30 March 2016.

On the vesting date (the day following three years after the inception date), 50% of the shares still
held in trust in respect of the participant’s portfolio will be matched on a one-for-one basis if the
person has remained in the employ of the company throughout the vesting period. A further 50%
of the shares held on vesting date may be matched on a one-for-one basis if the predetermined
company performance target for the period 2016 to 2018 is met.

Name and Capacity    No.     of Value @             Extent        of Scheme            New      shares
                     Shares     R189.58         per interest                           acquired     or
                     Committed share                                                   existing shares
                                                                                       utilised
MWT Brown            22 563       R4 277 493.54      Indirect        Compulsory        Shares acquired
Chief Executive                                      beneficial      bonus scheme      on open market
                     1 556        R294 986.48        Indirect        Voluntary bonus   Existing shares
                                                     beneficial      scheme            allocated
RK Morathi           10 892       R2 064 905.36      Indirect        Compulsory        Shares acquired
Executive Director                                   beneficial      bonus scheme      on open market
                     1 556        R294 986.48        Indirect        Voluntary bonus   Shares acquired
                                                     beneficial      scheme            on open market
Mfundo Nkuhlu        11 670       R2 212 398.60      Indirect        Compulsory        Shares acquired
Executive Director                                   beneficial      bonus scheme      on open market
                     1 556        R294 986.48        Indirect        Voluntary bonus   Shares acquired
                                                     beneficial      scheme            on open market
TSB Jali             5 446        R1 032 452.68      Indirect        Compulsory        Shares acquired
Company Secretary                                    beneficial      bonus scheme      on open market
                     1 556        R294 986.48        Indirect        Voluntary bonus   Existing shares
                                                     beneficial      scheme            allocated

In terms of the share scheme rules, employees are entitled to the dividends that are paid on the
shares whilst held in trust.

The required prior written clearance for the share dealings has been obtained.

Sandton
5 April 2016

Sponsors to Nedbank Group in South Africa:
Merrill Lynch South Africa (Pty) Limited
Nedbank Corporate and Investment Banking

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

Date: 05/04/2016 11:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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