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 12 and 13 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 (R255.77) for the three trading
days ended 25 February 2015, being the three trading days immediately after the
publication of Nedbank Group’s 2014 results. These Restricted Shares are held on an
indirect beneficial basis and dividends are paid to the participant from the date of grant
thereof.

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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 13 March 2018.

        Name:                                MWT Brown
        Capacity:                            Chief Executive Officer
        Number of restricted shares granted: 50 826 with performance-based vesting
                                             criteria
        Price per restricted share:          R255.77
        Total value:                         R12 999 766.02
        Date of grant:                       12 March 2015
        Date of vesting:                     13 March 2018


        Name:                                GW Dempster
        Capacity:                            Executive Director
        Number of restricted shares granted: 34 210 with performance-based vesting
                                             criteria
        Price per restricted share:          R255.77
        Total value:                         R8 749 891.70
        Date of grant:                       12 March 2015
        Date of vesting:                     13 March 2018
        Name:                                RK Morathi
        Capacity:                            Executive Director
        Number of restricted shares granted: 27 368 with performance-based vesting
                                            criteria
        Price per restricted share:          R255.77
        Total value:                         R6 999 913.36
        Date of grant:                       12 March 2015
        Date of vesting:                     13 March 2018


        Name:                                MC Nkuhlu
        Capacity:                            Executive Director
        Number of restricted shares granted: 45 939 with performance-based vesting
                                            criteria
        Price per restricted share:          R255.77
        Total value:                         R11 749 818.03
        Date of grant:                       12 March 2015
        Date of vesting:                     13 March 2018


                                              ---


For the Company Secretary, the vesting of the shares on 13 and 14 March 2018 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: 10 556 with performance-based vesting
                                            criteria
       Price per restricted share:          R255.77
       Total value:                         R2 699 908.12
       Date of grant:                       12 March 2015
       Date of vesting:                     13 March 2018

       Name:                                TSB Jali
       Capacity:                            Company Secretary
       Number of restricted shares granted: 7 037 with time-based vesting criteria
       Price per restricted share:          R255.77
       Total value:                         R1 799 853.49
       Date of grant:                       13 March 2015
       Date of vesting:                     14 March 2018


                                              ---


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

Sandton
16 March 2015
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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