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: VESTING OF RESTRICTED SHARES PREVIOUSLY ALLOCATED IN 2013 The following information is voluntarily disclosed in respect of the vesting of Nedbank Group ordinary shares that were allocated to the executive directors and company secretary of Nedbank Group and Nedbank Limited on 7 and 8 March 2013. In terms of the Nedbank Group (2005) Share Option, Matched Share and Restricted Share Scheme, 39.5% of the restricted shares allocated with performance-based vesting criteria on 7 March 2013, and 100% of the restricted shares allocated with time-based vesting criteria on 8 March 2013, vested on 11 March 2016 respectively. The restricted shares are issued at no cost to eligible employees and are fully taxable and subject to the deduction of PAYE at the time of vesting. Participants are entitled to the dividends paid on all restricted shares from the date the award is allocated. Name: MWT Brown Capacity: Chief Executive Date of transaction (vesting date): 11 March 2016 Vesting price per share: R181.00 Number of securities: 11 440 Total value: R2 070 640.00 Nature of transaction: 39.5% 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: 7 March 2013 Nature of trade: Off market Extent of interest: Direct beneficial Page | 1 Name: MWT Brown Capacity: Chief Executive Date of transaction (vesting date): 11 March 2016 Vesting price per share: R181.00 Number of securities: 28 962 Total value: R5 242 122.00 Nature of transaction: 100% 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: 8 March 2013 Nature of trade: Off market Extent of interest: Direct beneficial --- Name: RK Morathi Capacity: Executive Director Date of transaction (vesting date): 11 March 2016 Vesting price per share: R181.00 Number of securities: 6 240 Total value: R1 129 440.00 Nature of transaction: 39.5% 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: 7 March 2013 Nature of trade: Off market Extent of interest: Direct beneficial Name: RK Morathi Capacity: Executive Director Date of transaction (vesting date): 11 March 2016 Vesting price per share: R181.00 Number of securities: 15 797 Total value: R2 859 257.00 Nature of transaction: 100% 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: 8 March 2016 Nature of trade: Off market Extent of interest: Direct beneficial --- Page | 2 Name: MC Nkuhlu Capacity: Executive Director Date of transaction (vesting date): 11 March 2016 Vesting price per share: R181.00 Number of securities: 7 801 Total value: R1 411 981.00 Nature of transaction: 39.5% 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: 7 March 2013 Nature of trade: Off market Extent of interest: Direct beneficial Name: MC Nkuhlu Capacity: Executive Director Date of transaction (vesting date): 11 March 2016 Vesting price per share: R181.00 Number of securities: 19 747 Total value: R3 574 207.00 Nature of transaction: 100% 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: 8 March 2013 Nature of trade: Off market Extent of interest: Direct beneficial --- Name: TSB Jali Capacity: Company Secretary Date of transaction (vesting date): 11 March 2016 Vesting price per share: R181.00 Number of securities: 4 160 Total value: R752 960.00 Nature of transaction: 39.5% 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: 7 March 2013 Nature of trade: Off market Extent of interest: Direct beneficial Name: TSB Jali Capacity: Company Secretary Date of transaction (vesting date): 11 March 2016 Vesting price per share: R181.00 Number of securities: 10 531 Total value: R1 906 111.00 Page | 3 Nature of transaction: 100% 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: 8 March 2013 Nature of trade: Off market Extent of interest: Direct beneficial --- As a result of the pre-determined corporate performance conditions not all being fully met in respect of the performance-based restricted shares allocated on 7 March 2013, the following restricted Nedbank Group ordinary shares held by the executive directors and Company Secretary of Nedbank Group and Nedbank Limited were forfeited on 11 March 2016: Name Number of Notional value Total notional Determination restricted of loss per value lost date shares forfeited share on forfeiture MWT Brown 17 522 R181.00 R3 171 482.00 11 March 2016 RK Morathi 9 557 R181.00 R1 729 817.00 11 March 2016 MC Nkuhlu 11 946 R181.00 R2 162 226.00 11 March 2016 TSB Jali 6 371 R181.00 R1 153 151.00 11 March 2016 --- The required prior written clearance for dealing in these shares has been obtained. Sandton 14 March 2016 Sponsors to Nedbank Group in South Africa: Merrill Lynch South Africa (Pty) Limited Nedbank Corporate and Investment Banking Sponsor to Nedbank Group in Namibia: Old Mutual Investment Services (Namibia) (Pty) Limited Page | 4 Date: 14/03/2016 04:07:00 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.