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: 2014 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 2014 Matched Share Scheme, whereby: (a) in terms of the compulsory bonus share 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 was 1 April 2014 and the value of the shares was determined using a weighted average price of Nedbank Group shares acquired between 20 March 2014 and 28 March 2014. 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 the predetermined company performance target for the period 2014 to 2016 is met. Name and No. of Shares Value @ Extent of Scheme New shares Capacity Committed R223.03 per interest acquired or share existing shares utilised MWT Brown 16 141 R3 599 927.23 Indirect Compulsory Shares acquired Chief Executive beneficial bonus scheme on open market 1 345 R299 975.35 Indirect Voluntary Existing shares beneficial bonus scheme allocated GW Dempster 10 626 R2 369 916.78 Indirect Compulsory Shares acquired Executive Director beneficial bonus scheme on open market 1 345 R299 975.35 Indirect Voluntary Existing shares beneficial bonus scheme allocated RK Morathi 7 936 R1 769 966.08 Indirect Compulsory Shares acquired Executive Director beneficial bonus scheme on open market 1 345 R299 975.35 Indirect Voluntary Existing shares beneficial bonus scheme allocated TSB Jali 4 035 R899 926.05 Indirect Compulsory Shares acquired Company beneficial bonus scheme on open market Secretary 1 345 R299 975.35 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 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: 03/04/2014 02:52:00 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.