|EXPLANATORY NOTES TO RESOLUTIONS FOR THE ANNUAL GENERAL MEETING|
|1||RECEIPT AND ADOPTION OF ANNUAL FINANCIAL STATEMENTS AND REPORTS
In terms of the Companies Act, 61 of 1973, as amended (‘the act’), the directors are required to present to members at the annual general meeting the annual financial statements, incorporating the report of the directors, for the year ended 31 December 2010, together with the report of the auditors contained in the annual financial statements.
|2||PAYMENT OF DIVIDENDS
An interim dividend of 212 cents per share was declared by the board of directors on 30 July 2010 and paid on 13 September 2010. A final dividend of 268 cents per ordinary share was declared by the board of directors on 25 February 2011. Members are asked to note the dividends paid/payable.
|3||ELECTION OF DIRECTORS WHO RETIRE BY ROTATION OR RETIRE AS A RESULT OF FILLING A CASUAL VACANCY
In terms of the company’s articles of association (‘articles’) one-third of the directors are required to retire at each annual general meeting and may make themselves available for re-election. In addition, any person appointed to fill a casual vacancy on the board of directors, or as an addition thereto, since the last annual general meeting is similarly required to retire and is eligible for election at the annual general meeting. Biographical details of the directors of the company retiring by rotation, or as a result of an appointment during the year, are set out here in the Nedbank Group Limited Integrated Report 2010. Voting will be conducted in respect of each director individually.
|An assessment of each of the retiring directors was performed by the Nedbank Group Directors’ Affairs Committee and reported to the Nedbank Group Board, who recommends that shareholders approve the election and/or reelection of the retiring directors.|
|4||REAPPOINTMENT OF AUDITORS
This resolution proposes the re-appointment of the company’s existing joint auditors, Deloitte & Touche (the designated auditor currently being Mr D Shipp) and KPMG Inc (the designated auditor to be Ms H Berrange), until the next annual general meeting. The previous designated auditor from KPMG Inc, Ms TA Middlemiss, has retired by rotation. The appointments are recommended by the directors of the company following the review and recommendation thereof by the Group Audit Committee.
|5||REMUNERATION OF AUDITORS
This resolution gives authority to the Nedbank Group Audit Committee to fix the remuneration and the terms of engagement of the auditors (proposed to be reappointed in terms of the above resolution). The aggregate auditors’ remuneration for audit and other services paid to the auditors for the financial year ended 31 December 2010 amounted to R104 million (2009: R104 million). Particulars of the auditors’ remuneration can be found in note 15 of the Nedbank Group Limited Integrated Report 2010.
|6||ORDINARY RESOLUTION 1 – PLACING OF UNISSUED ORDINARY SHARES UNDER THE CONTROL OF THE DIRECTORS
In terms of sections 221 and 222 of the Companies Act, 61 of 1973, as amended, the members of the company have to approve the placement of unissued shares under the control of the directors. The authority is limited to shares being issued for purposes of Nedbank Group’s existing contractual obligations, including Nedbank Group’s BEE transaction approved in 2005 and the Ned Namibia BEE transaction approved in 2006, for the issue of shares for capitalisation share awards and scrip dividends and for the various Nedbank Group share incentive schemes as well as any alternative coupon settlement mechanism relating to issues, from time to time, of the Nedbank Limited Tier 1 hybrid debt capital instruments.
|7||ORDINARY RESOLUTION 2 – APPOINTMENT OF MEMBERS OF THE NEDBANK GROUP AUDIT COMMITTEE
King III recommends that members of the Nedbank Group Audit Committee be appointed by shareholders. The biographical details of all members are set out here in the annual report and their appointment is recommended by the board of directors.
|8||ORDINARY RESOLUTION 3 – REMUNERATION POLICY
In accordance with the principles of King III an advisory vote is being put to members for the approval of Nedbank Group’s remuneration policy. As the votes on this resolution are non-binding, the results would not be binding on the board. However, the board will take cognisance of the outcome of the vote when considering its remuneration policy in future.
|9||ORDINARY RESOLUTION 4 – EXECUTIVE DIRECTORS’ REMUNERATION
The members are requested to approve the remuneration paid to executive directors.
|10||ORDINARY RESOLUTION 5 – NON-EXECUTIVE DIRECTORS’ REMUNERATION
In terms of article 17.7 of the company’s articles remuneration will be payable to the directors as determined by the company at a general meeting. Full particulars of all fees and remuneration are contained in the remuneration report of the Nedbank Group Limited Integrated Report 2010. The Nedbank Group Limited Board has recommended the non-executive directors’ fees as set out in ordinary resolution 5 of the notice of the annual general meeting. The board of directors deliberated on the requirement of King III that non-executive fees should comprise a base fee and an attendance fee per meeting. The board is of the view that this requirement is less pertinent to directors of Nedbank Group due to the practicalities and responsibilities of being a director of a bank, and the need for board members to provide inputs on an ongoing basis, even when they are not able to attend a board meeting in person.
|11||SPECIAL RESOLUTION 1 – REPURCHASE OF SHARES
The company’s articles contain a provision allowing the company or any of its subsidiaries to repurchase (acquire) the company’s issued shares. This is subject to the approval of members in terms of the company’s articles, the act, the Banks Act, 94 of 1990, as amended, and the JSE Listings Requirements. In terms of sections 46 and 48 of the Companies Act, 71 of 2008, as amended and once in operation, the company or its subsidiaries are allowed to repurchase or acquire the company’s shares. The existing general authority, granted by members at the last annual general meeting on 4 May 2010, is due to expire, unless renewed.
|The directors are of the opinion that it would be in the best interests of the company to extend such general authority and thereby allow the company to be in a position to purchase its own shares on the open market, should market conditions and price justify such action. The proposed authority would enable the company to purchase up to a maximum of 50 507 215 ordinary shares in the capital of the company, with a stated upper limit on the price payable, in terms of the JSE Listings Requirements. The board manages the company’s equity on a proactive and dynamic basis, and purchases would be made, only after the most careful consideration, in cases where the directors believe that such purchases were in the best interests of the company and its members.|
|No shares in Nedbank Group were acquired by Nedbank Group or by a Nedbank Group subsidiary during the financial year ended 31 December 2010, other than in respect of the repurchase of shares from the Nedbank Eyethu Retail Scheme, the terms and conditions of which scheme are detailed in the circular to ordinary shareholders dated 15 June 2005.|
|On 6 January 2011 Nedbank Group exercised call options that were granted to it by the AKA-Nedbank Eyethu Trust, the Nedbank Eyethu Corporate Scheme Trust and the Nedbank Eyethu Non-executive Directors Trust to repurchase Nedbank Group ordinary shares. The total cost of the repurchase of the shares was R10,5 million (inclusive of STT costs and costs of the call option).|
|IMPORTANT NOTES ABOUT THE ANNUAL GENERAL MEETING|
|Venue: The Auditorium, Retail Place West, Nedbank Sandton, 135 Rivonia Road, Sandown, Sandton.|
|Date: Friday, 6 May 2011, at 09:00.|
|Time: The annual general meeting will start promptly at 09:00. Shareholders wishing to attend are advised to be in the auditorium no later than 08:45. The reception area will be open from 08:30, from which time refreshments will be served.|
|Travel information: The map indicates the location of Nedbank Sandton.|
|Proof of identity and admission: Shareholders and others attending the annual general meeting are requested to register at the registration desk in the auditorium reception area. Shareholders, shareholder representatives and proxies will be required to provide proof of identity.|
|Housekeeping: Cellphones should be switched off for the duration of the proceedings.|
|Parking: Secure parking is provided at Nedbank Sandton, Entrance 4, off Fredman Drive.|
|Questions: Shareholders who wish to ask questions relating to the business of the annual general meeting or on other related matters but have not lodged their question forms with or faxed them to the Company Secretary are requested to register their names and addresses and hand in their question forms at the registration desk. A question form (PDF) is available for this purpose. Staff will be on hand to provide advice and any assistance required.|
|Electronic voting: We will once again be taking advantage of the benefits that electronic meeting management can offer. On arrival you will be registered, be linked to your profile on the share register and be given an electronic keypad with which to cast your vote.|
|As your vote is received, a message will be displayed on the keypad screen, confirming that your vote has been registered. Results of votes cast on each resolution will be displayed on an overhead screen within minutes of voting.|
|Interpreter: Should you require an interpreter (for sign language or translation from English into 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 at GawieN@nedbank.co.za no later than Thursday, 28 April 2011, for this facility to be arranged.|
|CERTIFICATED SHAREHOLDERS AND OWN-NAME DEMATERIALISED REGISTRATION|
|Holders of certificated Nedbank Group ordinary shares wishing to attend the annual general meeting should verify beforehand with the transfer secretaries of the company that their shares are in fact registered in their name and check the number of shares so registered. Should their shares not be registered in their own name but in any other name or form, shareholders wishing to attend and/or vote at the annual general meeting should follow the instructions and explanatory notes that accompany the notice of the annual general meeting. Similarly, shareholders who are holding dematerialised Nedbank Group ordinary shares and believe these to be held in their own name should check with the transfer secretaries and take the appropriate action in accordance with the instructions and guidance contained herein or obtain assistance from the transfer secretaries, if necessary.|
|PARTICIPANT (PREVIOUSLY KNOWN AS CENTRAL SECURITIES DEPOSITORY PARTICIPANT) OR NOMINEE HOLDINGS|
|Holders of Nedbank Group ordinary shares (whether certificated or dematerialised) through a nominee should timeously make the necessary arrangements with that nominee or, if applicable, participant or broker to furnish such nominee, participant or broker with the necessary authority to attend and vote at the annual general meeting or they should instruct their nominee, participant or broker (as the case may be) on how they wish their votes to be cast on their behalf at the annual general meeting. As far as holdings in a participant are concerned, these will be guided by the terms of the agreement entered into between shareholders and their participant or broker.|
|Shareholders completing a form of proxy (see note 1 on the attached PDF) should ensure that their form of proxy reaches the address indicated in note 9 on the attached PDFno later than 09:00 on Thursday, 5 May 2011.|
|Any shareholders experiencing difficulties or having questions pertaining to the annual general meeting or the above are invited to contact the Company Secretary’s office on +27 (0)11 294 9105/6/7.|
|RESULTS OF THE ANNUAL GENERAL MEETING|
|The results of the annual general meeting will be posted on SENS as soon as is practicable after the annual general meeting.|