Dealing in securities by executive directors and company secretary: 2016 bonus deferral schemes 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: 2016 COMPULSORY AND VOLUNTARY BONUS DEFERRAL SCHEMES In terms of paragraphs 3.63 - 3.66 of the Listings Requirements of the JSE Limited, the following information is disclosed in respect of dealings by the executive directors and the company secretary of Nedbank Group and Nedbank Limited. The following shares have been committed by the executive directors and the company secretary to the 2016 Matched Share Scheme, whereby: (a) in terms of the compulsory bonus share scheme, deferred bonus amounts can be invested in the Matched Share Scheme. The deferred amount will be forfeited should the employee resign and not be classified as a good leaver before the end of the deferral period, as well as in cases where, in the sole opinion of the Nedbank Group board, material irregularities or misrepresentation of financial results come to light during the deferral period. In these instances, the employee forgoes the right to matching on the deferred bonus amount subject to forfeiture; (b) in terms of the voluntary bonus share scheme, up to 50% of an employee’s total after-tax bonus (less any amount already deferred under the compulsory bonus deferral scheme set out above) can be used to acquire shares in Nedbank Group which are then committed into the Matched Share Scheme. Alternatively, the employee can commit shares already owned by them up to an equivalent amount of 50% of the employee’s total after-tax bonus less any amount already deferred under the compulsory bonus deferral scheme. The employee can dispose of these shares at any time prior to the vesting date, which will cancel their participation in the scheme in respect of those shares, and will render them ineligible to qualify for any matching of shares. The date of the transactions was 31 March 2016 and the value of the shares was determined using a weighted average price of Nedbank Group shares acquired between 24 March 2016 and 30 March 2016. On the vesting date (the day following three years after the inception date), 50% of the shares still held in trust in respect of the participant’s portfolio will be matched on a one-for-one basis if the person has remained in the employ of the company throughout the vesting period. A further 50% of the shares held on vesting date may be matched on a one-for-one basis if the predetermined company performance target for the period 2016 to 2018 is met. Name and Capacity No. of Value @ Extent of Scheme New shares Shares R189.58 per interest acquired or Committed share existing shares utilised MWT Brown 22 563 R4 277 493.54 Indirect Compulsory Shares acquired Chief Executive beneficial bonus scheme on open market 1 556 R294 986.48 Indirect Voluntary bonus Existing shares beneficial scheme allocated RK Morathi 10 892 R2 064 905.36 Indirect Compulsory Shares acquired Executive Director beneficial bonus scheme on open market 1 556 R294 986.48 Indirect Voluntary bonus Shares acquired beneficial scheme on open market Mfundo Nkuhlu 11 670 R2 212 398.60 Indirect Compulsory Shares acquired Executive Director beneficial bonus scheme on open market 1 556 R294 986.48 Indirect Voluntary bonus Shares acquired beneficial scheme on open market TSB Jali 5 446 R1 032 452.68 Indirect Compulsory Shares acquired Company Secretary beneficial bonus scheme on open market 1 556 R294 986.48 Indirect Voluntary bonus Existing shares beneficial scheme allocated In terms of the share scheme rules, employees are entitled to the dividends that are paid on the shares whilst held in trust. The required prior written clearance for the share dealings has been obtained. Sandton 5 April 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 Date: 05/04/2016 11:00:00 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.