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: EXERCISE OF OPTIONS GRANTED IN
2009 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 exercise of Nedbank Group ordinary
share options by an executive director of Nedbank Group and Nedbank Limited (‘Nedbank’).

Background:
In August 2005, Nedbank Group implemented a black economic empowerment transaction,
which comprised a number of schemes empowering a broad base of over 500 000 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.

Exercise of options that were awarded to Mfundo Nkuhlu on 3 March 2009:
As set out in the SENS announcement dated 6 March 2015, 12 240 Nedbank Group options
(with a strike price of R75,74) vested on 4 March 2015, and the details of the exercise of the
options are as follows:

        Name:                                  MC Nkuhlu
        Capacity:                              Chief Operating Officer
        Date of transaction:                   6 August 2015 (exercise date)
        Strike price per share:                R75.74
        Exercise price per share:              R255.0032
        Number of securities:                  12 240
        Total value:                           R2 194 181.57
        Nature of transaction:                 Exercise of options in terms of participation
                                               in the Nedbank Eyethu Black Executive Trust
        Inception date:                        3 March 2009
        Nature of trade:                       Off market
        Extent of interest:                    Direct beneficial

        Name:                                  MC Nkuhlu
        Designation:                           Chief Operating Officer
        Date of transaction:                   6 August 2015
        Number of shares:                      12 240
        Price per share:                       R255.0032
        Total value:                           R3 121 239.17
        Nature of transaction:                 Sale of shares
        Nature of trade:                       Open market
        Extent of interest:                    Direct beneficial

The required prior written clearance has been obtained.

                                             ---
Sandton
7 August 2015

Sponsors to Nedbank Group in South Africa:

Merrill Lynch South Africa (Pty) Limited
Nedbank CIB

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

Date: 07/08/2015 04:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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