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NEDBANK GROUP LIMITED - Dealings in securities by executive directors and company secretary

Release Date: 14/03/2016 16:07
Code(s): NED     PDF:  
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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




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