LETTER FROM THE CHAIRMAN

Dear Member

I extend a warm invitation to you to attend the 44th annual general meeting of Nedbank Group Limited to be held in the Auditorium, Retail Place West, Nedbank Sandton, 135 Rivonia Road, Sandown, Sandton, on Friday, 6 May 2011, at 09:00.

Included in this document are the following:

the notice of annual general meeting setting out the resolutions to be proposed at the meeting;
annexure 1 to the notice of annual general meeting setting out explanatory notes regarding proxies and resolutions for the annual general meeting, as well as important notes about the annual general meeting; and
a form of proxy.

If you are unable to attend, you will be able to exercise your right as a member to take part in the annual general meeting by following the accompanying explanatory notes.

I should like to remind members of their right to raise questions, at the appropriate time, at the annual general meeting. As it is not always possible to answer every question raised at the annual general meeting, and to ensure that matters of particular interest to members are covered, members may use the attached question form to raise, in advance, any questions of particular interest to them. From the question forms returned we can assess the most popular topics, which I shall endeavour to address at the annual general meeting.

This advance notice of relevant questions will, of course, not prevent any member from raising questions, at the appropriate time, during the annual general meeting.

The question form can be:

forwarded to the Company Secretary, Gawie Nienaber, Ground Floor, Block A, Nedbank Sandton, 135 Rivonia Road, Sandown, Sandton, 2196 (PO Box 1144, Johannesburg, 2000), to be received no later than 09:00 on Thursday, 5 May 2011; or
handed in at the time of registering attendance at the annual general meeting, should the above option not have been chosen.

Should you require an interpreter (sign language or a translator from English to any of the other official languages of South Africa) to be in attendance at the annual general meeting, please do not hesitate to advise the Company Secretary’s office on +27 (0)11 294 9105/6/7, or email gawien@nedbank.co.za by no later than Thursday, 28 April 2011, in order for this facility to be arranged.

Yours faithfully

sig

Dr RJ Khoza
Chairman

Sandown
25 February 2011

HEADOFFICE 135 Rivonia Road, Sandown, Sandton, 2196
PO Box 1144, Johannesburg, 2000, South Africa
Tel: +27 (0)11 294 4444 Fax +27 (0)11 295 1111 www.nedbankgroup.co.za

Nedbank Group Limited Reg No 1966/010630/06

Directors: Dr RJ Khoza (Chairman) MWT Brown (Chief Executive Officer) CJW Ball TA Boardman TCP Chikane GW Dempster (Chief Operating Officer) MA Enus-Brey Prof B de L Figaji DI Hope** A de VC Knott-Craig WE Lucas-Bull NP Mnxasana RK Morathi (Chief Financial Officer) JK Netshitenzhe JVF Roberts* GT Serobe MI Wyman* (*British) (**New Zealand)

Company Secretary: GS Nienaber