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Dealings in Securities by Directors: 2011 Matched Share Scheme
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 DIRECTORS: 2011 MATCHED SHARE SCHEME
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 to the
executive directors of Nedbank Group and Nedbank Limited.
These shares have vested in terms of the 2011 Matched Share Scheme, whereby:
(a) in terms of the compulsory bonus share scheme (CBSS), deferred bonus amounts could be
invested in the Matched Share Scheme. The deferred amount would 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 came 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 (VBSS), up to 50% of an employee’s total
after-tax bonus (less any amount already deferred under the compulsory bonus deferral
scheme) could be used to acquire shares in Nedbank Group which would then be
committed into the Matched Share Scheme. Alternatively, the employee could 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 could dispose of these shares at any time prior to the vesting
dates, which would cancel their participation in the scheme in respect of those shares and
render them ineligible to qualify for any matching of shares.
Participants are entitled to the dividends paid on the shares committed into the Matched Share
Scheme but no rights to dividends accrue to Participants in respect of the Matched Shares unless
and until the requisite Matched Shares are delivered to the Participant.
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 would be matched on a one-for-one basis if
the person continued in the employ of the company throughout the vesting period. A further 50%
of the shares held on vesting date would be matched on a one-for-one basis if the predetermined
company performance target for the period 2011 to 2013 was met.
Name: MWT Brown
Capacity: Chief Executive
Date of transaction: 1 April 2014
Price per share: R222.50 (volume-weighted average price for the three trading
days up to and including 31 March 2014)
Number of securities: 10 584 (100% of 10 584 CBSS shares held in trust)
4 233 (100% of 4 233 VBSS shares held in trust)
Total value: R3 296 782.50
Nature of transaction: Vesting of shares in terms of participation in 2011 Matched
Share Scheme
Inception date: 31 March 2011
Vesting date: 1 April 2014
Nature of trade: Off market
Extent of interest: Direct beneficial
Taxable gain: R3 296 782.50
---
Name: GW Dempster
Capacity: Executive Director
Date of transaction: 1 April 2014
Price per share: R222.50 (volume-weighted average price for the three trading
days up to and including 31 March 2014)
Number of securities: 5 292 (100% of 5 292 CBSS shares held in trust)
4 233 (100% of 4 233 VBSS shares held in trust)
Total value: R2 119 312.50
Nature of transaction: Vesting of shares in terms of participation in 2011 Matched
Share Scheme
Inception date: 31 March 2011
Vesting date: 1 April 2014
Nature of trade: Off market
Extent of interest: Direct beneficial
Taxable gain: R2 119 312.50
---
Name: RK Morathi
Capacity: Executive Director
Date of transaction: 1 April 2014
Price per share: R222.50 (volume-weighted average price for the three trading
days up to and including 31 March 2014)
Number of securities: 3 175 (100% of 3 175 CBSS shares held in trust)
4 233 (100% of 4 233 VBSS shares held in trust)
Total value: R1 648 280.00
Nature of transaction: Vesting of shares in terms of participation in 2011 Matched
Share Scheme
Inception date: 31 March 2011
Vesting date: 1 April 2014
Nature of trade: Off market
Extent of interest: Direct beneficial
Taxable gain: R1 648 280.00
---
The required prior written clearance for the vesting of the shares has been obtained.
Sandton
2 April 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: 02/04/2014 10:08:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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