INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF NEDBANK GROUP LIMITED

Report on the financial statements

We have audited the group annual financial statements and annual financial statements of Nedbank Group Limited, which comprise the directors’ report, the statements of financial position as at 31 December 2009, the statements of comprehensive income, the statements of changes in equity and cashflow statements for the year then ended, a summary of significant accounting policies and other explanatory notes, and the Remuneration Report as set out here.

Directors’ responsibility for the financial statements

The company’s directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards, and in the manner required by the Companies Act of South Africa. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditors’ responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting principles used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall financial statement presentation.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements present fairly, in all material respects, the consolidated and separate financial position of Nedbank Group Limited at 31 December 2009, and of its consolidated and separate financial performance and cashflows for the year then ended in accordance with International Financial Reporting Standards, and in the manner required by the Companies Act of South Africa.

KPMG Inc	Deloitte & Touche
Per TA Middlemiss	Per D Shipp
Chartered Accountant (SA)	Registered Auditor
Registered Auditor	Partner
Director
KPMG Crescent	Building 8, Deloitte Place
85 Empire Road, arktown	The Woodlands,Woodlands Drive
Johannesburg	Woodmead, Sandton
2193	2128
Policy board:	National Executive:
Chief Executive: RM Kgosana Executive Directors: TH Bashall*, DC Duffield, A Hari, TH Hoole, FB Leith, JS McIntosh, AM Mokgabudi, D van Heerden Other directors: LP Fourie, A Jaffer, E Magondo, CM Read, Y Suleman (Chairman of the Board), A Thunström, JM Vice * British The company’s principal place of business is at KPMG Crescent, 85 Empire Road, Parktown, where a list of the directors’ names is available for inspection on request.	GG Gelink (Chief Executive), AE Swiegers (Chief operating officer), GM Pinnock (Audit), DL Kennedy (tax & Legal and Risk Advisory), L Geeringh (Consulting), L Bam (Corporate Finance), CR Beukman (Finance), TJ Brown (Clients and Markets), Nt Mtoba (Chairman of the Board), CR Qually (Deputy Chairman of the Board) A full list of partners and directors is available on request.

Sandown
24 February 2010