Dealings in securities by executive directors 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: VESTING OF RESTRICTED SHARES PREVIOUSLY ALLOCATED TO EXECUTIVE DIRECTORS IN 2011 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 vesting of Nedbank Group ordinary shares that were allocated to the executive directors of Nedbank Group and Nedbank Limited on 7 and 8 March 2011. In terms of the Nedbank Group (2005) Share Option, Matched Share and Restricted Share Scheme, 85.93% of the restricted shares allocated with performance-based vesting criteria on 7 March 2011, and all the restricted shares allocated on 8 March 2011 with time-based vesting criteria, vested on 10 March 2014. The restricted shares, issued at no cost to eligible employees, are fully taxable and subject to the deduction of PAYE at the time of vesting. Participants are entitled to the dividends paid on the restricted shares from the date the award is made. Name: MWT Brown Capacity: Chief Executive Date of transaction (vesting date): 10 March 2014 Vesting price per share: R215.77 Number of securities: 20 071 Total value: R4 330 719.67 Nature of transaction: Vesting of performance-based restricted shares in terms of participation in the Nedbank Group (2005) Share Option, Matched Share and Restricted Share Scheme Inception date: 7 March 2011 Nature of trade: Off market Extent of interest: Indirect beneficial Name: MWT Brown Capacity: Chief Executive Date of transaction (vesting date): 10 March 2014 Vesting price per share: R215.77 Number of securities: 23 357 Total value: R5 039 739.89 Nature of transaction: Vesting of time-based restricted shares in terms of participation in the Nedbank Group (2005) Share Option, Matched Share and Restricted Share Scheme Inception date: 8 March 2011 Nature of trade: Off market Extent of interest: Indirect beneficial --- Name: GW Dempster Capacity: Executive Director Date of transaction (vesting date): 10 March 2014 Vesting price per share: R215.77 Number of securities: 13 381 Total value: R2 887 218.37 Nature of transaction: Vesting of performance-based restricted shares in terms of participation in the Nedbank Group (2005) Share Option, Matched Share and Restricted Share Scheme Inception date: 7 March 2011 Nature of trade: Off market Extent of interest: Indirect beneficial Name: GW Dempster Capacity: Executive Director Date of transaction (vesting date): 10 March 2014 Vesting price per share: R215.77 Number of securities: 15 571 Total value: R3 359 754.67 Nature of transaction: Vesting of time-based restricted shares in terms of participation in the Nedbank Group (2005) Share Option, Matched Share and Restricted Share Scheme Inception date: 8 March 2011 Nature of trade: Off market Extent of interest: Indirect beneficial --- Name: RK Morathi Capacity: Executive Director Date of transaction (vesting date): 10 March 2014 Vesting price per share: R215.77 Number of securities: 13 381 Total value: R2 887 218.37 Nature of transaction: Vesting of performance-based restricted shares in terms of participation in the Nedbank Group (2005) Share Option, Matched Share and Restricted Share Scheme Inception date: 7 March 2011 Nature of trade: Off market Extent of interest: Indirect beneficial Name: RK Morathi Capacity: Executive Director Date of transaction (vesting date): 10 March 2014 Vesting price per share: R215.77 Number of securities: 15 571 Total value: R3 359 754.67 Nature of transaction: Vesting of time-based restricted shares in terms of participation in the Nedbank Group (2005) Share Option, Matched Share and Restricted Share Scheme Inception date: 8 March 2011 Nature of trade: Off market Extent of interest: Indirect beneficial --- As a result of not all the pre-determined performance conditions being fully met in respect of the performance-based restricted shares allocated on 7 March 2011, the following restricted Nedbank Group ordinary shares held by the executive directors of Nedbank Group and Nedbank Limited were forfeited on 10 March 2014: Name Number of Notional value Total notional Determination restricted of loss per value lost date shares forfeited share on forfeiture MWT Brown 3 286 R215.77 R709 020.22 10 March 2014 GW Dempster 2 190 R215.77 R472 536.30 10 March 2014 RK Morathi 2 190 R215.77 R472 536.30 10 March 2014 --- Sandton 12 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) Limited Date: 12/03/2014 02:25:00 Produced by the JSE SENS Department. 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