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: 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 of Restricted Shares in an off- market transaction to the executive directors and Company Secretary of Nedbank Group and Nedbank Limited on 6 and 7 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 (R209.00) for the three trading days ended 26 February 2014. These Restricted Shares are held on an indirect beneficial basis. --- For executive directors all grants are subject to performance-based vesting criteria that will determine the proportion of the grant that finally vests on 7 March 2017. Name: MWT Brown Capacity: Chief Executive Officer Number of restricted shares granted: 62 200 with performance-based vesting criteria Price per restricted share: R209.00 Total value: R12 999 800.00 Date of grant: 6 March 2014 Date of vesting: 7 March 2017 Name: GW Dempster Capacity: Executive Director Number of restricted shares granted: 39 473 with performance-based vesting criteria Price per restricted share: R209.00 Total value: R8 249 857.00 Date of grant: 6 March 2014 Date of vesting: 7 March 2017 Name: RK Morathi Capacity: Executive Director Number of restricted shares granted: 33 492 with performance-based vesting criteria Price per restricted share: R209.00 Total value: R6 999 828.00 Date of grant: 6 March 2014 Date of vesting: 7 March 2017 --- For the Company Secretary, the vesting of the shares on 7 and 8 March 2017 is subject to a mix of 50% time-based and 50% performance-based vesting criteria. Name: TSB Jali Capacity: Company Secretary Number of restricted shares granted: 10 765 with performance-based vesting criteria Price per restricted share: R209.00 Total value: R2 249 885.00 Date of grant: 6 March 2014 Date of vesting: 7 March 2017 Name: TSB Jali Capacity: Company Secretary Number of restricted shares granted: 10 765 with time-based vesting criteria Price per restricted share: R209.00 Total value: R2 249 885.00 Date of grant: 7 March 2014 Date of vesting: 8 March 2017 --- The required prior written clearance for the above transactions has been obtained. Sandton 7 March 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) Ltd Date: 07/03/2014 02:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.