Dealings in securities by Group company secretary: Vesting of restricted shares allocated in 2011 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 GROUP COMPANY SECRETARY: VESTING OF RESTRICTED SHARES ALLOCATED 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 Mr TSB Jali on 17 and18 October 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 17 October 2011, and all the restricted shares allocated on 18 October 2011 with time- based vesting criteria, vested on 18 and 19 October 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: TSB Jali Capacity: Group Company Secretary Date of transaction (vesting date): 18 October 2014 Vesting price per share: R219.13 Number of securities: 10 775 Total value: R2 361 125.75 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: 17 October 2011 Date of transaction (vesting date): 19 October 2014 Vesting price per share: R219.13 Number of securities: 12 539 Total value: R2 747 671.07 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: 18 October 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 17 October 2011, the following restricted Nedbank Group ordinary shares held by the Group Company Secretary of Nedbank Group and Nedbank Limited were forfeited on 18 October 2014: Name Number of Notional value Total notional Determination restricted of loss per value lost date shares forfeited share on forfeiture TSB Jali 1 764 R219.13 R386 545.32 18 October 2014 --- Sandton 20 October 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: 20/10/2014 03:37:00 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.