NEDBANK GROUP LIMITED - Dealings in securities by executive directors and company secretary: grant of restricted shares

Dealings in securities by executive directors and company secretary: grant of restricted shares

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 and acceptance of Restricted
Shares in an off-market transaction to the executive directors and Company Secretary of
Nedbank Group and Nedbank Limited on 15 and 16 March 2017.

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 (R249.15) for the three trading
days ended 3 March 2017, being the three trading days immediately after the publication of
Nedbank Group’s 2016 results. These Restricted Shares are held on an indirect beneficial
basis and dividends are paid to the participant from the date of grant thereof.

In terms of the Nedbank Group (2005) Share Option, Matched Share and Restricted Share
Scheme, the executive directors and company secretary have no discretion in relation to the
number of Restricted Shares awarded nor the price at which such Restricted Shares are
awarded.

For executive directors all grants are 100% subject to performance-based vesting criteria
that will determine the proportion of the grant that finally vests on 16 March 2020.

        Name:                                 MWT Brown
        Capacity:                             Chief Executive Officer
        Number of restricted shares granted:  58 197 with performance-based vesting
                                              criteria
        Price per restricted share:           R249.15
        Total value:                          R14 499 782.55
        Date of grant:                        15 March 2017
        Date of vesting:                      16 March 2020


        Name:                                 RK Morathi
        Capacity:                             Executive Director
        Number of restricted shares granted:  32 109 with performance-based vesting
                                              criteria
        Price per restricted share:           R249.15
        Total value:                          R7 999 957.35
        Date of grant:                        15 March 2017
        Date of vesting:                      16 March 2020
        Name:                                 MC Nkuhlu
        Capacity:                             Executive Director
        Number of restricted shares granted:  37 126 with performance-based vesting
                                              criteria
        Price per restricted share:           R249.15
        Total value:                          R9 249 942.90
        Date of grant:                        15 March 2017
        Date of vesting:                      16 March 2020

For the Company Secretary, the vesting of the shares on 16 and 17 March 2020 is subject to
a mix of 60% performance-based and 40% time-based vesting criteria.

        Name:                                 TSB Jali
        Capacity:                             Company Secretary
        Number of restricted shares granted:  11 198 with performance-based vesting
                                              criteria
        Price per restricted share:           R249.15
        Total value:                          R2 789 981.70
        Date of grant:                        15 March 2017
        Date of vesting:                      16 March 2020
 
        Name:                                 TSB Jali
        Capacity:                             Company Secretary
        Number of restricted shares granted:  7 465 with time-based vesting criteria
        Price per restricted share:           R249.15
        Total value:                          R1 859 904.75
        Date of grant:                        16 March 2017
        Date of vesting:                      17 March 2020

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

Sandton
17 March 2017

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

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