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 42nd 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 Thursday, 14 May 2009, at 09:00.

AGENDA

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 on pages 38 to 43 of the annual report.

Prof MM Katz and Messrs JB Magwaza, ME Mkwanazi and ML Ndlovu are required, in terms of board policy, to seek reelection annually as they have served on the board for more than nine years.

The performance and contribution of each of the above directors have been reviewed by the board and the board recommends that each of these directors be reelected. In addition, while length of tenure must be considered when determining a director’s independence, the board believes that Prof Katz and Messrs Magwaza, Mkwanazi and Ndlovu continue to demonstrate the characteristics of independence as required by the board.

Termination before the Vesting Date

General authority to repurchase shares
’Resolved, as a special resolution of 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) and 85(3) of the Companies Act, 61 of 1973, as amended (the act), 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 (JSE) Listings Requirements, subject to the following limitations:

In terms of the proposed special resolution the maximum number of Nedbank Group shares that may be repurchased during the term of this authority, subject to (b) above, is 46 893 940 shares (10% of 468 939 397 shares in issue at 3 March 2009).

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
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 the 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 2008; and
• the working capital and reserves of the company and the group will be adequate.

The JSE Listings Requirements require the following disclosures, which are disclosed in the Nedbank Group 2008 Annual Report, as set out below:

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 2008 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.