NEDBANK GROUP LIMITED - Dealings in securities by an executive director: exercise and sale of options granted in 2010

Dealings in securities by an executive director: exercise and sale of options
granted in 2010

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 AN EXECUTIVE DIRECTOR: EXERCISE AND SALE OF OPTIONS
GRANTED IN 2010 IN TERMS OF THE NEDBANK EYETHU BLACK EXECUTIVE TRUST


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 exercise of Nedbank Group ordinary
share options and the sale of part thereof by an executive director of Nedbank Group and
Nedbank Limited (‘Nedbank’).

Background:
In August 2005, Nedbank Group implemented a black economic empowerment transaction,
which comprised of a number of schemes empowering a broad base of over 500 000
previously disadvantaged beneficiaries. 41 268 130 new ordinary shares in Nedbank Group
were issued for the purposes of this BEE transaction, which at the time equated to
approximately 9.47% of the Company’s issued share capital (post the issue of the shares)
and also equated to black ownership of 11.5% of the value of Nedbank Group’s South
African businesses.

The South African BEE transaction comprised of three groupings, namely:

-   the Black Business Partners Schemes and the Non-Executive Directors Scheme;
-   the Client Schemes and the Community Scheme; and
-  the Employee Schemes (including a Black Executive Scheme, Black Management
    Scheme, Broad-based Employee Scheme and the Evergreen Scheme).

Nedbank Eyethu Black Executive Trust:
The Nedbank Eyethu Black Executive Trust (‘BET’) manages and operates the Black Executive
Scheme referred to above. The trustees of the BET award Nedbank Group shares and grant
options on Nedbank Group shares to qualifying participants for retention and attraction
purposes. The entitlement of such executives to the shares and options is conditional upon
them remaining in the employ of Nedbank Group over the vesting period, during which 33%
of the shares awarded or options granted vest in each of years 4 and 5 and 34% in year 6.
The participants are identified from time to time by the Nedbank Group Remuneration
Committee on the recommendation of the Nedbank Group Executive Committee.
Exercise of options that were awarded to Raisibe Morathi on 3 March 2010:
As set out in the SENS announcement dated 6 March 2015, 19 800 Nedbank Group options
(with a strike price of R121,08) vested on 4 March 2015, and the details of the exercise of
the options and sale of a portion thereof are as follows:


        Name:                                  RK Morathi
        Capacity:                              Chief Financial Officer
        Date of transaction:                   6 March 2015 (exercise date)
        Strike price per share:                R121.08
        Exercise price per share:              R253.00
        Number of securities:                  19 800
        Total value:                           R2 612 016.00
        Nature of transaction:                 Exercise of options in terms of participation
                                               in the Nedbank Eyethu Black Executive Trust
        Inception date:                        3 March 2010
        Nature of trade:                       Off market
        Extent of interest:                    Direct beneficial

        Name:                                  RK Morathi
        Designation:                           Chief Financial Officer
        Date of transaction:                   6 March 2015
        Number of shares:                      13 889
        Price per share:                       R253.20
        Total value:                           R3 516 694.80
        Nature of transaction:                 Sale of shares
        Nature of trade:                       Open market
        Extent of interest:                    Direct beneficial


The required prior written clearance has been obtained.

                                             ---

Sandton
10 March 2015

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: 10/03/2015 09:25:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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