Dealings in securities by an executive director 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 OF OPTIONS GRANTED IN 2009 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 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 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 Mfundo Nkuhlu on 3 March 2009: As set out in the SENS announcement dated 6 March 2015, 12 240 Nedbank Group options (with a strike price of R75,74) vested on 4 March 2015, and the details of the exercise of the options are as follows: Name: MC Nkuhlu Capacity: Chief Operating Officer Date of transaction: 6 August 2015 (exercise date) Strike price per share: R75.74 Exercise price per share: R255.0032 Number of securities: 12 240 Total value: R2 194 181.57 Nature of transaction: Exercise of options in terms of participation in the Nedbank Eyethu Black Executive Trust Inception date: 3 March 2009 Nature of trade: Off market Extent of interest: Direct beneficial Name: MC Nkuhlu Designation: Chief Operating Officer Date of transaction: 6 August 2015 Number of shares: 12 240 Price per share: R255.0032 Total value: R3 121 239.17 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 7 August 2015 Sponsors to Nedbank Group in South Africa: Merrill Lynch South Africa (Pty) Limited Nedbank CIB Sponsor to Nedbank Group in Namibia: Old Mutual Investment Services (Namibia) (Pty) Limited Date: 07/08/2015 04:00:00 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.