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 2014 The following information is disclosed in respect of the vesting of Nedbank Group ordinary shares and options previously granted to the executive directors and the company secretary of Nedbank Group and Nedbank Limited (‘Nedbank’) in terms of the Nedbank Group (2005) Share Option, Matched Share and Restricted Share Scheme. This voluntary announcement confirms only that the executive directors and the company secretary are now entitled to 65.6% of the restricted shares allocated with performance- based vesting criteria on 6 March 2014, and 100% of the restricted shares allocated with time-based vesting criteria on 7 March 2014, which vested on 7 and 8 March 2017 respectively, and this is not classified as a ‘dealing’ in terms of JSE Listings Requirements. 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): 7 March 2017 Vesting price per share: R258.00 Number of securities: 40 804 Total value: R10 527 432.00 Nature of transaction: 65.6% 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: 6 March 2014 Nature of trade: Off market Extent of interest: Direct beneficial Name: RK Morathi Capacity: Executive Director Date of transaction (vesting date): 7 March 2017 Vesting price per share: R258.00 Number of securities: 21 971 Total value: R5 668 518.00 Nature of transaction: 65.6% 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: 6 March 2014 Nature of trade: Off market Extent of interest: Direct beneficial Name: MC Nkuhlu Capacity: Executive Director Date of transaction (vesting date): 7 March 2017 Vesting price per share: R258.00 Number of securities: 13 340 Total value: R3 441 720.00 Nature of transaction: 65.6% 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: 6 March 2014 Nature of trade: Off market Extent of interest: Direct beneficial Name: MC Nkuhlu Capacity: Executive Director Date of transaction (vesting date): 8 March 2017 Vesting price per share: R252.24 Number of securities: 20 334 Total value: R5 129 048.16 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: 7 March 2014 Nature of trade: Off market Extent of interest: Direct beneficial Note: At the time of the inception date, MC Nkuhlu was not an executive director of Nedbank Group and was accordingly awarded both time-based and performance- based restricted shares. Name: TSB Jali Capacity: Company Secretary Date of transaction (vesting date): 7 March 2017 Vesting price per share: R258.00 Number of securities: 7 062 Total value: R1 821 996.00 Nature of transaction: 65.6% 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: 6 March 2014 Nature of trade: Off market Extent of interest: Direct beneficial Name: TSB Jali Capacity: Company Secretary Date of transaction (vesting date): 8 March 2017 Vesting price per share: R252.24 Number of securities: 10 765 Total value: R2 715 363.60 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: 7 March 2014 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 6 March 2014, the following restricted Nedbank Group ordinary shares held by the executive directors and Company Secretary of Nedbank Group and Nedbank Limited were forfeited on 7 March 2017: Name Number of Notional value Total notional Determination restricted of loss per value lost date shares forfeited share on forfeiture MWT Brown 21 396 R258.00 R 5 520 168.00 7 March 2017 RK Morathi 11 521 R258.00 R 2 972 418.00 7 March 2017 MC Nkuhlu 6 994 R258.00 R 1 804 452.00 7 March 2017 TSB Jali 3 703 R258.00 R 955 374.00 7 March 2017 The required prior written clearance for dealing in these shares has been obtained. Sandton 9 March 2017 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 Date: 09/03/2017 03:30:00 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.