NEDBANK GROUP LIMITED - Dealing in securities by executive directors and company secretary: grant of restricted shares

Dealing in securities by executive directors and company secretary: grant of restricted shares

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: GRANT
OF RESTRICTED SHARES

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 grant and acceptance of Restricted
Shares in an off-market transaction to the executive directors and Company Secretary of
Nedbank Group and Nedbank Limited on 17 and 18 March 2016.

This grant is in terms of the Nedbank Group (2005) Share Option, Matched Share and
Restricted Share Scheme approved by shareholders at the annual general meeting on 4 May
2005. The Restricted Shares are Nedbank Group ordinary shares that are issued at no cost
to eligible employees at the volume-weighted average price (R190.54) for the three trading
days ended 4 March 2016, being the three trading days immediately after the publication of
Nedbank Group’s 2015 results. These Restricted Shares are held on an indirect beneficial
basis and dividends are paid to the participant from the date of grant thereof.
                                             ---
For executive directors all grants are 100% subject to performance-based vesting criteria
that will determine the proportion of the grant that finally vests on 18 March 2019.

        Name:                                MWT Brown
        Capacity:                            Chief Executive Officer
        Number of restricted shares granted: 70 851 with performance-based vesting
                                             criteria
        Price per restricted share:          R190.54
        Total value:                         R13 499 949.54
        Date of grant:                       17 March 2016
        Date of vesting:                     18 March 2019

        Name:                                RK Morathi
        Capacity:                            Executive Director
        Number of restricted shares granted: 39 361 with performance-based vesting
                                             criteria
        Price per restricted share:          R190.54
        Total value:                         R7 499 844.94
        Date of grant:                       17 March 2016
        Date of vesting:                     18 March 2019
       
        Name:                                MC Nkuhlu
        Capacity:                            Executive Director
        Number of restricted shares granted: 45 922 with performance-based vesting
                                             criteria
        Price per restricted share:          R190.54
        Total value:                         R8 749 977.88
        Date of grant:                       17 March 2016
        Date of vesting:                     18 March 2019
                                              ---
For the Company Secretary, the vesting of the shares on 18 and 19 March 2019 is subject to
a mix of 60% performance-based and 40% time-based vesting criteria.

       Name:                                TSB Jali
       Capacity:                            Company Secretary
       Number of restricted shares granted: 14 170 with performance-based vesting
                                            criteria
       Price per restricted share:          R190.54
       Total value:                         R2 699 951.80
       Date of grant:                       17 March 2016
       Date of vesting:                     18 March 2019

       Name:                                    TSB Jali
       Capacity:                                Company Secretary
       Number of restricted shares granted:     9 446 with time-based vesting criteria
       Price per restricted share:              R190.54
       Total value:                             R1 799 840.84
       Date of grant:                           18 March 2016
       Date of vesting:                         19 March 2019
                                              ---
The required prior written clearance for the above transactions has been obtained.

Sandton
23 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) Ltd

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