NOTICE OF ANNUAL GENERAL MEETING


Nedbank Group Limited
(Incorporated in the Republic of South Africa)
Reg No 1966/010630/06
JSE share code: NED; NSX share code: NBK
ISIN: ZAE000004875
(‘Nedbank Group’ or ‘the company’)

Notice is hereby given that the 44th annual general meeting of the members of Nedbank Group will be held in the Auditorium, Retail Place West, Nedbank Sandton, 135 Rivonia Road, Sandown, Sandton, on Friday, 6 May 2011, at 09:00.

AGENDA
1 To receive and adopt the annual financial statements of the company, incorporating the Directors’ Report and Report of the Audit Committee, for the financial year ended 31 December 2010.
2 To note the interim dividend of 212 cents per ordinary share declared by the board of directors on 30 July 2010, and the final dividend of 268 cents per ordinary share as declared by the board of directors on 25 February 2011.
3 To reelect as directors of the company
  3.1 Mr MWT Brown
  3.2 Mr MA Enus-Brey,
  3.3 Prof B de L Figaji and
  3.4 Mr A de VC Knott-Craig
  who retire by rotation in terms of the company’s articles of association and, being eligible, make themselves available for reelection. Biographical details of the directors to be reelected are set out here. Each reelection will be put to shareholders in a separate resolution.
4 During the year the board of directors appointed Mr JK Netshitenzhe as a director of the company, and also reappointed Mr TA Boardman as a non-executive director. They retire in terms of the company’s articles of association and, being eligible, make themselves available for election. Biographical details of these directors are set out here. Each election will be put to shareholders in a separate resolution.
  To elect as directors of the company:
  4.1
Mr JK Netshitenzhe and
  4.2 Mr TA Boardman.
5 On recommendation of the Nedbank Group Audit Committee, to reappoint Deloitte & Touche (with the designated auditor currently being Mr D Shipp) and KPMG Inc (with the designated auditor to be Ms :H :Berrange), as joint auditors, to hold office from the conclusion of the 44th annual general meeting until the conclusion of the next annual general meeting of Nedbank Group.
6 To authorise the Nedbank Group Audit Committee to determine the remuneration of the company’s auditors and the auditors’ terms of engagement.
7 To consider and, if deemed fit, pass with or without modification the following resolution:
 

ORDINARY RESOLUTION 1
  CONTROL OF AUTHORISED, BUT UNISSUED, SHARES
  ‘Resolved that authority be and is hereby granted to place the authorised, but unissued, ordinary shares in the share capital of Nedbank Group under the control of the directors to allot and issue these shares on such terms and conditions and at such times as they deem fit, subject to the provisions of the Companies Act, 61 of 1973, as amended, the Companies Act, 71 of 2008, as amended,and once in operation, the Banks Act, 94 of 1990, as amended, and the JSE Limited Listings Requirements.The issuing of shares granted under this authority will be limited to Nedbank Group’s existing contractual obligations to issue shares, including for purposes of Nedbank Group’s BEE transaction approved in 2005 and the NedNamibia BEE transaction approved in 2006, any scrip dividend and/or capitalisation share award, and shares required to be issued for the purpose of carrying out the terms of the Nedbank Group share incentive schemes.’
8 As special business, to consider and, if deemed fit, pass with or without modification the following resolutions:
  8.1

ORDINARY RESOLUTION 2
    APPOINTMENT OF NEDBANK GROUP AUDIT COMMITTEE MEMBERS
  Resolved that the members of the Nedbank Group Audit Committee, as set out below, be and are appointed in accordance with the recommendations of King III. The membership as proposed by the board of directors is Mr MI Wyman (Chairman), Ms TCP Chikane, Prof B de L Figaji and Ms NP Mnxasana, all of whom are independent non-executive directors.’
  8.2

ORDINARY RESOLUTION 3
    APPROVAL OF REMUNERATION POLICY
    ‘Resolved to approve, through a non-binding advisory vote, the company’s remuneration policy and its implementation, as set out in the Remuneration Report contained in the annual financial statements.’
  8.3

ORDINARY RESOLUTION 4
    REMUNERATION OF EXECUTIVE DIRECTORS
    ‘Resolved to approve the remuneration paid to executive directors in accordance with the company’s remuneration policy, as set out in the Remuneration Report contained in the annual financial statements.’
  8.4

ORDINARY RESOLUTION 5
    REMUNERATION OF NON-EXECUTIVE DIRECTORS
    ‘Resolved that the non-executive directors’ fees be and are hereby approved as follows:
   
  Committee   Current annual fee
  (1/7/2010 to 30/6/2011) 		Proposed annual fee***
  (1/7/2011 to 30/6/2012)
  Chairman* R3 578 000   R3 775 000  
  Senior independent director premium (40%) R112 000   R118 400  
  Nedbank Group Boardmember R152 000   R161 000  
  Nedbank Limited Boardmember R128 000   R135 000  
  Committees**
  • Group Audit R120 000   R126 000  
  • Group Risk and Capital Management R105 000   R110 000  
  • Group Credit R70 000   R73 000  
  • Executive Credit R100 000   R105 000  
  • Group Remuneration R75 000   R80 000  
  • Group Transformation and Sustainability R70 000   R73 000  
  • Group Directors’ Affairs R49 000   R52 000  
  • Group Information Technology R49 000   R52 000  
  • Group Finance and Oversight R21 000   R22 000  
     *The chairman will be paid a single fee, inclusive of committee chairmanship and membership fees.
 **The committee chairman will be paid double the member fees.
***Subject to shareholders’ approval at the May 2011 annual general meeting.’



  8.5

SPECIAL RESOLUTION 1
    GENERAL AUTHORITY TO REPURCHASE SHARES
    Resolved, as a special resolution of Nedbank Group Limited (the company), that the company and/or its subsidiaries be and are hereby authorised, in terms of a general authority contemplated in sections 85(2), 85(3) and 89 of the Companies Act, 61 of 1973, as amended (‘the act’), and sections 46 and 48 of the Companies Act, 71 of 2008, read with sections 114 and 115, as amended and once effective, to acquire the company’s issued shares from time to time on such terms and conditions and in such amounts as the directors of the company may from time to time decide, but always subject to the approval, to the extent required, of the Registrar of Banks, the provisions of the act, the Banks Act, 94 of 1990, as amended, and the JSE Limited (‘the JSE’) Listings Requirements, subject to the following limitations:
    (a) the repurchase of securities will be effected through the main order book operated by the JSE trading system and done without any prior understanding or arrangement between the company and the counterparty;
    (b) authorisation thereto will be given by the company’s and its subsidiaries’ articles of association, and if the transaction takes place when the Companies Act, 71 of 2008, is in force, then by the members under a special resolution as per section 46 and 48 of the Companies Act, 71 of 2008, read with sections 114 and 115, as amended;
    (c) this general authority will be valid only until the company’s next annual general meeting, provided that it will not extend beyond 15 months from the date of the passing of this special resolution;
    (d) in determining the price at which the company’s ordinary shares are acquired by the company in terms of this general authority the maximum premium at which such ordinary shares may be acquired will be 10% of the weighted average of the market price at which such ordinary shares are traded on the JSE, as determined over the five trading days immediately preceding the date of the repurchase of such ordinary shares by the company;
    (e) the acquisitions of ordinary shares in the aggregate in any one financial year will not exceed 10% of the company’s issued ordinary share capital of that class in any one financial year;
    (f) the company and Nedbank Group will be in a position to repay their debts in the ordinary course of business for a period of 12 months after the decision by the directors of the company to repurchase shares in the open market;
    (g) the assets of the company and Nedbank Group will be in excess of the liabilities of the company and Nedbank Group for a period of 12 months after the decision by the directors of the company to repurchase shares in the open market, for which purpose the assets and liabilities will be recognised and measured in accordance with the accounting policies used in the latest audited consolidated annual financial statements;
    (h) the ordinary capital and reserves of the company and Nedbank Group will be adequate for ordinary business purposes for the 12 months after the decision by the directors of the company to repurchase shares in the open market;
    (i) the available working capital will be adequate to continue the operations of the company and Nedbank Group for a period of 12 months after the decision by the directors to repurchase shares in the open market;
    (j) neither the company nor its subsidiaries will repurchase securities during a prohibited period, as defined in paragraph 3.67 of the JSE Listings Requirements, unless they have in place a repurchase programme where the dates and quantities of securities to be traded during the relevant period are fixed (not subject to any variation) and full details of the programme have been disclosed in an announcement on SENS prior to the commencement of the prohibited period;
    (k) when the company has cumulatively repurchased 3% of the initial number of the relevant class of securities, and for each 3% in aggregate of the initial number of that class acquired thereafter, an announcement shall be published on SENS and in the financial press; and
    (l) at any point in time the company shall appoint only one agent to effect any repurchase(s) on its behalf.’
    In terms of the proposed special resolution 1 the maximum number of Nedbank Group shares that may be repurchased during the term of this authority, subject to (b) above, is 50 507 215 shares (10% of 505 072 150 shares in issue at 25 February 2011).
    The reason for and effect of special resolution 1 is to authorise the company and/or its subsidiaries by way of a general authority to acquire its/their own issued shares on such terms and conditions and in such numbers as determined from time to time by the directors of the company, subject to the limitations set out above. Should the general authority for the acquisition of shares be granted at Nedbank Group’s annual general meeting, it will provide the board with the flexibility to repurchase such shares as and when the best interests of the company require it to do so.
    Statement by the directors of Nedbank Group in terms of section 85(4) of the Companies Act, 61 of 1973, as amended, and section 46 and 48 of the Companies Act, 71 of 2008, as amended and once in operation.
    The directors of Nedbank Group, after considering the effect of the repurchase of shares from the BEE partners, which was approved by the company as special resolution 2 on 22 July 2005, and the repurchase of the maximum number of the company’s shares in terms of the general authority, are satisfied that, for the period until the date of the next annual general meeting:
    • the company and the group will be able to pay their debts in the ordinary course of business;
    • the assets of the company and Nedbank Group will be in excess of the liabilities, measured in accordance with the accounting policies used in the audited financial statements for the year ended 31 December 2010; and
    • the working capital and reserves of the company and Nedbank Group will be adequate.
       
    Disclosure in terms of section 11.26 of the JSE Limited Listings Requirements
  The JSE Limited (‘the JSE’) Listings Requirements require the following disclosures, which are disclosed in the Nedbank Group Limited Integrated Report 2010, as set out below:
         
    Management and directors  
    Major shareholders of Nedbank Group  
    Directors’ interests in securities  
    Share capital of Nedbank Group  
   
    Material change
    Other than the facts and developments, as reported on in the annual report, there have been no material changes in the affairs or financial position of Nedbank Group and its subsidiaries from 31 December 2010 to the date of the audit report forming part of the annual financial statements.
    Directors’ responsibility statement
  The directors, whose names are given here, collectively and individually, accept full responsibility for the accuracy of the information pertaining to special resolution 1 and certify that, to the best of their knowledge and belief, no facts have been omitted that would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this resolution and additional disclosure in terms of Section 11.26 of the JSE Listings Requirements pertaining thereto contain all such information required by law and the JSE Listings Requirements.
    Litigation statement
    In terms of Section 11.26 of the JSE Listings Requirements the directors, whose names are given here, are not aware of any legal or arbitration proceedings, including proceedings pending or threatened, that may have or may have had in the recent past, being at least the previous 12 months, a material effect on Nedbank Group’s financial position.

VOTING BY PROXY
A member entitled to attend and vote at the annual general meeting may appoint a proxy or proxies to attend, speak and vote in his/her stead. A proxy need not be a member of the company. Completed forms of proxy should be received at the office of the transfer secretaries no later than 24 hours before the time appointed for the holding of the annual general meeting.
By order of the board
GS Nienaber
Company Secretary
Sandown
25 February 2011
   
Registered officeTransfer secretaries in South AfricaTransfer secretaries in Namibia
Nedbank Group LimitedComputershare Investor Services (Pty) LimitedTransfer Secretaries (Pty) Limited
Reg No 1966/010630/0670 Marshall StreetShop 8, Kaiserkrone Centre
Nedbank SandtonJohannesburg, 2001Post Street Mall
135 Rivonia Road Windhoek, Namibia
Sandown, Sandton 2196  
   
PO Box 1144PO Box 61051PO Box 2401
Johannesburg, 2000Marshalltown, 2107Windhoek, Namibia
Tel: +27 (0)11 294 4444Tel: +27 (0)11 370 5000Tel: +264 (0)61 227 647
Fax: +27 (0)11 295 1111Fax: +27 (0)11 688 5238Fax: +264 (0)61 248 531