NEDBANK GROUP LIMITED - Dealings in securities by executive directors and company secretary

Dealings in securities by executive directors and company secretary

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: 2013
COMPULSORY AND VOLUNTARY BONUS DEFERRAL SCHEMES

In terms of paragraphs 3.63 - 3.66 of the Listings Requirements of the JSE Limited, the following
information is disclosed in respect of dealings by the executive directors and the company
secretary of Nedbank Group and Nedbank Limited.

Shares have been committed to the 2013 Matched Share Scheme, whereby:

(a)    in terms of the compulsory bonus deferral scheme, deferred bonus amounts can be
       invested in the Matched Share Scheme. The deferred amount will be forfeited should the
       employee resign before the end of the deferral period as well as in cases where, in the sole
       opinion of the Nedbank Group board, material irregularities or misrepresentation of
       financial results come to light during the deferral period. In these instances, the employee
       forgoes the right to matching on the deferred bonus amount subject to forfeiture;

(b)    in terms of the voluntary bonus share scheme, up to 50% of an employee’s total after-tax
       bonus (less any amount already deferred under the compulsory bonus deferral scheme)
       can be used to acquire shares in Nedbank Group which are then committed into the
       Matched Share Scheme. Alternatively, the employee can commit shares already owned by
       them up to an equivalent amount of 50% of the employee’s total after-tax bonus less any
       amount already deferred under the compulsory bonus deferral scheme. The employee can
       dispose of these shares at any time prior to the vesting date, which will cancel their
       participation in the scheme in respect of those shares, and will render them ineligible to
       qualify for any matching of shares.

The date of the transactions (inception date) was 2 April 2013 and the value of the shares was
determined using a weighted average price of Nedbank Group shares acquired between 20 March
2013 and 27 March 2013.

On the vesting date (the day following three years after the inception date), 50% of the shares still
held in trust in respect of the participant’s portfolio will be matched on a one-for-one basis if the
person has remained in the employ of the company throughout the vesting period. A further 50%
of the shares held on vesting date may be matched on a one-for-one basis if predetermined
company performance targets for the period 2013 to 2015 are met.

Name and            No. of Shares   Value @         Extent of        Scheme           New shares
Capacity            Committed       R195.66 per     interest                          acquired or
                                    share                                             existing shares
                                                                                      utilised
MWT Brown           16 099          R3 149 930.34   Indirect         Compulsory       Shares acquired
Chief Executive                                     beneficial       bonus scheme     on open market
                     1 533          R299 946.78     Indirect         Voluntary        Shares acquired
                                                    beneficial       bonus scheme     on open market
GW Dempster         10 426          R2 039 951.16   Indirect         Compulsory       Shares acquired
Executive Director                                  beneficial       bonus scheme     on open market
                     1 533          R299 946.78     Indirect         Voluntary        Shares acquired
                                                    beneficial       bonus scheme     on open market
RK Morathi           7 666          R1 499 929.56   Indirect         Compulsory       Shares acquired
Executive Director                                  beneficial       bonus scheme     on open market
                     1 533          R299 946.78     Indirect         Voluntary        Existing shares
                                                    beneficial       bonus scheme     utilised
TSB Jali             3 833          R749 964.78     Indirect         Compulsory       Shares acquired
Company                                             beneficial       bonus scheme     on open market
Secretary            1 533          R299 946.78     Indirect         Voluntary        Shares acquired
                                                    beneficial       bonus scheme     on open market

In terms of the share scheme rules, employees are entitled to the dividends that are paid on the
shares whilst held in trust.

The required prior written clearance for the share dealings has been obtained.

Sandton
3 April 2013

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

Date: 03/04/2013 01:48:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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