ANNEXURE 1
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 2008, together with the report of the auditors contained in the annual financial statements. |
| 2 | Payment of dividends An interim dividend of 310 cents per ordinary share was declared by the board of directors on 5 August 2008 and paid on 15 September 2008.A final dividend of a number of Nedbank Group shares, to be determined in terms of the capitalisation award ratio, for every 100 Nedbank Group shares held was declared by the board of directors on 25 February 2009 to those members who elected (or were deemed to have elected) the capitalisation award and 310 cents per ordinary share to those members who did not elect to receive capitalisation shares. Members are asked to note and confirm 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 reelection. 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. During 2008 the board of directors took a decision that, in line with one of the requirements of the Combined Code of Corporate Governance, any director in office for a period of more than nine years should retire annually at the annual general meeting but could make himself/herself available for reelection. 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. Voting will be conducted in respect of each director individually. |
| 4 | Non-executive directors’ fees In terms of article 17.7 of the company’s articles, remuneration shall be payable to the directors as determined by the company at a general meeting. Full particulars of all fees and remuneration are contained here. The Nedbank Group Board has recommended the following increases in the non-executive directors’ fees for the 2009 financial year:
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| The Nedbank Group Chairman’s fees include his fees for board and board committee memberships. No changes in fees are proposed for the annual premium of R100 000 paid to the vice-chairmen (payable until these positions are discontinued) and members of the Group Finance and Oversight Committee (currently R20 000) and the Group Transformation and Sustainability Committee (currently R65 000).As indicated in the Directors’ Report, the Joint Vice-chairmen of the board, Prof MM Katz and Mr ML Ndlovu, will formally step down from their positions as vice-chairmen at the annual general meeting to be held on 14 May 2009 and will continue to serve as directors of Nedbank Group. The chairmen of the various committees (apart from Dr RJ Khoza) receive double the member fee. The Nedbank Group Board also recommends that a premium of 40% on the Nedbank Limited and Nedbank Group Limited Board member fee (as revised from time to time) be paid to the senior independent director with effect from 1 January 2008. |
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| 5 |
Reappointment of auditors
This resolution proposes the reappointment of the company’s existing joint auditors, Deloitte & Touche (the designated auditor currently being Mr D Shipp) and KPMG Inc (the designated auditor currently being Ms TA Middlemiss), until the next annual general meeting. The appointments are recommended by the directors of the company following the review and recommendation thereof by the Group Audit Committee. |
| 6 | 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 2008 amounted to R94 million (2007: R93 million). Particulars of the auditors’ remuneration can be found in note 14. |
| 7 | Ordinary resolution 1 – placing of unissued ordinary shares under the control of the directors In terms of sections 221 and 222 of the act 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 NedNamibia 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. |
| 8 | Ordinary resolution 2 – amendment to the Nedbank Group (2005) Share Option, Matched Share and Restricted Share Scheme The current termination of employment clause in the Nedbank Group (2005) Share Option, Matched Share and Restricted Share Scheme rules allows employees who terminate their employment relationship with Nedbank Group an additional 30 days immediately following their termination date in which share options can vest and be exercised. It is proposed that the rules be amended automatically to lapse all unvested share options on date of termination of service in the event of a fault termination. |
| 9 | 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 Companies Act, 61 of 1973, as amended, the BanksAct, 94 of 1990, as amended, and the JSE Limited (JSE) Listings Requirements. The existing general authority, granted by members at the last annual general meeting on 13 May 2008, 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 46 893 940 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 believed 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 2008, 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. |
IMPORTANT NOTES ABOUT THE ANNUAL GENERAL MEETING
Venue: The Auditorium, Retail Place West, Nedbank Sandton, 135 Rivonia Road, Sandown.
Date: Thursday, 14 May 2009, 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 here indicates the location of Nedbank Sandton.
Admission: Shareholders and others attending the annual general meeting are asked to register at the registration desk in the auditorium reception area at the venue. Shareholders, shareholder representatives and proxies may be required to provide proof of identity. Cellphones should be switched off for the duration of the proceedings.
Parking: Secure parking is provided at the venue, 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 asked to register their names and addresses and hand in their question forms at the registration desk. Staff will be on hand to provide any advice and 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 by no later than Thursday, 7 May 2009, 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.
Proxies
Shareholders completing a proxy form (see note 1) should ensure that their proxy form reaches the address indicated in
note 9 no later than 09:00 on Wednesday, 13 May 2009.
Enquiries
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 meeting.