NEDBANK GROUP LIMITED - Dealings in securities by an executive director

Dealings in securities by an executive director

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 AN EXECUTIVE DIRECTOR: VESTING OF SHARES, AND VESTING
AND EXERCISE OF OPTIONS, GRANTED IN 2010 IN TERMS OF THE NEDBANK EYETHU BLACK
EXECUTIVE TRUST


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 vesting of Nedbank Group ordinary
shares and options, and the exercise of such options, previously granted to an executive
director of Nedbank Group and Nedbank Limited (‘Nedbank’).

Background:
In August 2005, Nedbank Group implemented a black economic empowerment transaction,
which comprised of a number of schemes empowering a broad base of previously
disadvantaged beneficiaries. 41 268 130 new ordinary shares in Nedbank Group were issued
for the purposes of this BEE transaction, which at the time equated to approximately 9.47%
of the Company’s issued share capital (post the issue of the shares) and also equated to
black ownership of 11.5% of the value of Nedbank Group’s South African businesses.

The South African BEE transaction comprised of three groupings, namely:

-   the Black Business Partners Schemes and the Non-Executive Directors Scheme;
-   the Client Schemes and the Community Scheme; and
-   the Employee Schemes (including a Black Executive Scheme, Black Management
    Scheme, Broad-based Employee Scheme and the Evergreen Scheme).

Nedbank Eyethu Black Executive Trust:
The Nedbank Eyethu Black Executive Trust (‘BET’) manages and operates the Black Executive
Scheme referred to above. The trustees of the BET award Nedbank Group shares and grant
options on Nedbank Group shares to qualifying participants for retention and attraction
purposes. The entitlement of such executives to the shares and options is conditional upon
them remaining in the employ of Nedbank Group over the vesting period, during which 33%
of the shares awarded or options granted vest in each of years 4 and 5 and 34% in year 6.
The participants are identified from time to time by the Nedbank Group Remuneration
Committee on the recommendation of the Nedbank Group Executive Committee.
Vesting of 33% of the shares and options that were awarded on 3 March 2010:
As set out in the SENS announcement dated 3 March 2010, 20 000 Nedbank Group shares
and 60 000 options (with a strike price of R121,08) were granted to Raisibe Morathi, and
33% of this award now vests. The details of the vesting of the restricted shares and options,
and the exercise of the options, are as follows:


        Name:                                   RK Morathi
        Capacity:                               Chief Financial Officer
        Date of transaction (vesting date):     4 March 2014
        Vesting price per share:                R205.03
        Number of securities:                   6 600
        Total value:                            R1 353 198.00
        Nature of transaction:                  Vesting of restricted shares in terms of
                                                participation in the Nedbank Eyethu Black
                                                Executive Trust
        Inception date:                         3 March 2010
        Nature of trade:                        Off market
        Extent of interest:                     Indirect beneficial


        Name:                                   RK Morathi
        Capacity:                               Chief Financial Officer
        Date of transaction:                    4 March 2014 (vesting date) and 5 March
                                                2014 (exercise of options)
        Strike price per share:                 R121.08
        Exercise price per share:               R214.19
        Number of securities:                   19 800
        Total value:                            R1 843 578.00
        Nature of transaction:                  Vesting and exercise of options in terms of
                                                participation in the Nedbank Eyethu Black
                                                Executive Trust
        Inception date:                         3 March 2010
        Nature of trade:                        Off market
        Extent of interest:                     Indirect beneficial


The required prior written clearance has been obtained.

                                              ---


Sandton
6 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) Limited

Date: 06/03/2014 11:50:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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