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Wed 15 Aug 2012, 15:23 NEDBANK GROUP LIMITED - NEDBANK GROUP LIMITED
NED 201208150038A
NEDBANK GROUP LIMITED

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 DIRECTORS

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 vesting of Nedbank Group
ordinary shares to two executive directors and a non-executive director (who was
Chief Executive at the time of the grant in 2009) of Nedbank Group and Nedbank
Limited.

These shares have vested in terms of the Nedbank Group (2005) Share Option,
Matched Share and Restricted Share Scheme. The allocation of these shares on 11
August 2009 was based on retention and performance criteria, and the vesting of these
shares on 13 August 2012 was subject to time-based criteria.

In addition, as disclosed in the SENS announcement on 11 August 2009, the shares
issued to Mr Boardman were conditional on him not engaging with competing
financial institutions between the period of his scheduled retirement as Chief
Executive of Nedbank Group in February 2010 and the vesting date of these shares.

The restricted shares are fully taxable and subject to the deduction of PAYE at the
time of vesting.

       Name:                                 MWT Brown
       Capacity:                             Chief Executive
       Date of transaction (vesting date):   13 August 2012
       Issue price per share:                R108.45
       Number of securities:                 73 766
       Total value:                          R7 999 922.70
       Nature of transaction:                Vesting of restricted shares in terms of
                                             participation in the Nedbank Group
                                             (2005) Share Option, Matched Share and
                                             Restricted Share Scheme
       Inception date:                       11 August 2009
       Vesting date:                         13 August 2012
       Nature of trade:                      Off market
       Extent of interest:                   Indirect beneficial
       Name:                                 MWT Brown
       Capacity:                             Chief Executive
       Date of transaction:                  14 August 2012
       Price per share:                      R185.0673
       Number of securities:                 73 766
       Total value:                          R13 651 674.45
       Nature of transaction:                Sale of shares
       Nature of trade:                      On market
       Extent of interest:                   Indirect beneficial

In addition, the following adjustments have been included in Mr Brown?s
shareholding:

       as announced on 13 April 2010, 4 351 shares were committed by Mr
       Brown to the Matched Share Scheme. These shares were acquired on
       the open market on behalf of Mr Brown and not allocated from Mr
       Brown?s existing shareholding as stated in the aforementioned
       announcement; and
       on 12 April 2010, an election to receive capitalisation award shares
       was made on Mr Brown?s share accounts and the following
       information is now disclosed in this regard:

       Number of shares:                       372
       Price per share:                        R127.66
       Total value:                            R47 489.52
       Nature of transaction:                  Capitalisation award (off market)
       Extent of interest:                     Indirect beneficial

                                      ---

       Name:                                   GW Dempster
       Capacity:                               Chief Operating Officer
       Date of transaction (vesting date):     13 August 2012
       Issue price per share:                  R108.45
       Number of securities:                   27 662
       Total value:                            R2 999 943.90
       Nature of transaction:                  Vesting of restricted shares in terms of
                                               participation in the Nedbank Group
                                               (2005) Share Option, Matched Share and
                                               Restricted Share Scheme
       Inception date:                         11 August 2009
       Vesting date:                           13 August 2012
       Nature of trade:                        Off market
       Extent of interest:                     Indirect beneficial

       Name:                                   GW Dempster
       Capacity:                               Chief Operating Officer
       Date of transaction:                    14 August 2012
       Price per share:                        R185.0673
       Number of securities:                   27 662
       Total value:                            R5 119 331.65
       Nature of transaction:                  Sale of shares
       Nature of trade:                        On market
       Extent of interest:                     Indirect beneficial

                                             ---

       Name:                                   TA Boardman
       Capacity:                               Non-executive director
       Date of transaction (vesting date):     13 August 2012
       Issue price per share:                  R108.45
       Number of securities:                   92 208
       Total value:                            R9 999 957.60
       Nature of transaction:                  Vesting of restricted shares in terms of
                                               participation in the Nedbank Group
                                               (2005) Share Option, Matched Share and
                                               Restricted Share Scheme
       Inception date:                         11 August 2009
       Vesting date:                           13 August 2012
       Nature of trade:                        Off market
       Extent of interest:                     Indirect beneficial


The required prior written clearance for the above transactions has been obtained.

Sandton
15 August 2012

Sponsors to Nedbank Group in South Africa:

Merrill Lynch South Africa (Pty) Limited
Nedbank Capital

Sponsor to Nedbank Group in Namibia:
Old Mutual Investment Services (Namibia) (Pty) Ltd

Date: 15/08/2012 03:23:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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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.
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