NEDBANK GROUP LIMITED - Dealings in securities by Group company secretary: Vesting of restricted shares allocated in 2011

Dealings in securities by Group company secretary:  Vesting of restricted shares allocated in 2011

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 GROUP COMPANY SECRETARY: VESTING OF RESTRICTED
SHARES ALLOCATED IN 2011

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 that were allocated to Mr TSB Jali on 17 and18 October 2011.

In terms of the Nedbank Group (2005) Share Option, Matched Share and Restricted Share
Scheme, 85.93% of the restricted shares allocated with performance-based vesting criteria
on 17 October 2011, and all the restricted shares allocated on 18 October 2011 with time-
based vesting criteria, vested on 18 and 19 October 2014.

The restricted shares, issued at no cost to eligible employees, are fully taxable and subject to
the deduction of PAYE at the time of vesting. Participants are entitled to the dividends paid
on the restricted shares from the date the award is made.


        Name:                                    TSB Jali
        Capacity:                                Group Company Secretary

        Date of transaction (vesting date):      18 October 2014
        Vesting price per share:                 R219.13
        Number of securities:                    10 775
        Total value:                             R2 361 125.75
        Nature of transaction:                   Vesting of performance-based restricted
                                                 shares in terms of participation in the
                                                 Nedbank Group (2005) Share Option,
                                                 Matched Share and Restricted Share Scheme
        Inception date:                          17 October 2011

        Date of transaction (vesting date):      19 October 2014
        Vesting price per share:                 R219.13
        Number of securities:                    12 539
        Total value:                             R2 747 671.07
        Nature of transaction:                   Vesting of time-based restricted shares in
                                                 terms of participation in the Nedbank Group
                                                 (2005) Share Option, Matched Share and
                                                 Restricted Share Scheme
        Inception date:                          18 October 2011

        Nature of trade:                         Off market
        Extent of interest:                      Indirect beneficial

As a result of not all the pre-determined performance conditions being fully met in respect
of the performance-based restricted shares allocated on 17 October 2011, the following
restricted Nedbank Group ordinary shares held by the Group Company Secretary of
Nedbank Group and Nedbank Limited were forfeited on 18 October 2014:

Name                 Number of        Notional value     Total notional     Determination
                      restricted      of loss per          value lost       date
                   shares forfeited   share on
                                      forfeiture
TSB Jali                1 764         R219.13             R386 545.32       18 October 2014

                                             ---


Sandton
20 October 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

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