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 2009, together with the report of the auditors contained in the annual financial statements.
2	Payment of dividends An interim dividend of 1,93210 shares for every 100 Nedbank Group shares held to those members who elected (or were deemed to have elected) the capitalisation award and 210 cents per ordinary share to those members who did not elect to receive capitalisation shares was declared by the board of directors on 4 August 2009 and paid on 14 September 2009. 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 4February shares held 2010 wasto declared those members by the board whoof elected directors (or were on 2 deemed to have elected) the capitalisation award and 230 cents per ordinary share to those members who did not elect to receive capitalisation shares. 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. B iographical details of the directors of the company retiring by rotation, or as a result of an appointment during the year, are set out here to of the Nedbank Group 2009 Annual Report. Voting will be conducted45 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 re-election of the retiring directors.
4	Reappointment of auditors This resolution proposes the reappointment of the company’s existing joint auditors, Deloitte & Touche (the designated auditor currently P MG Incbeing (the designated Mr D Shipp) auditor and K 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.
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 2009 amounted to R104 million (2008: R94 million). Particulars of the auditors’ remuneration can be found in note 15 of the Nedbank Group 2009 Annual Report.
6	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.
7	Ordinary resolutions 2 and 3 – amended rules of the Nedbank Group (2005) Share Option, Matched Share and Restricted Share Scheme and the NedNamibia Holdings Long-term Incentive Scheme Rules Members are asked to approve the amendments made to the rules of the Nedbank Group (2005) Share Option, Matched Share and Restricted Share Scheme (‘Nedbank Group Scheme’) and the rules of the NedNamibia Holdings Long-term Incentive Scheme (‘NedNamibia Scheme’), collectively referred to as ‘the Plans’, to ensure compliance with Schedule 14 to the JSE Limited (‘the JSE’) Listings Requirements and to effect certain amendments to enable the trustees of the trusts, through which the Plans are operated, to acquire shares on the open market to settle awards made under the Plans. The amendments made to the Plans to ensure compliance with Schedule 14 to the JSE Listings Requirements can be summarised as follows:
	(a)	Amendment of the Plans to provide that any amendment to matters specified in the JSE Listings Requirements must be approved by JSE and 75% of shareholders.
	(b)	Addition of provisions that cannot be amended without the approval of JSE and 75% of shareholders.
	(c)	Amendment of the Plans to clarify that non-executive directors of the company serving on the Remuneration Committee are excluded from participating in the Plans, and that executive directors may not be appointed as trustees to the Plans.
	(d)	Clarification of the definition of ‘option date’ in the NedNamibia Scheme.
	(e)	Reference to a fixed number of shares (49 717 637) being available for utilisation under the Plans and clarification around how that limit is calculated. JSE no longer allows a rolling limit over a 10-year period.
	(f)	Reference to a fixed number of shares (2 485 882) that can be acquired under the Plans by any one participant.
	(g)	Explanation of the basis upon which the awards are made under the NedNamibia Scheme, namely that critical individuals are identified by management and a recommendation made to the Remuneration Committee by the board to grant options to those nominated individuals. The individuals have to attain a level of performance regarded as appropriate by the Remuneration Committee.
	(h)	Removal of Remuneration Committee discretion to determine the rights of participants who leave the company’s and NedNamibia Holdings Limited’s employment while holding instruments under the Plans.
	(i)	Amendment of the provisions in the NedNamibia Scheme relating to the effect of a reorganisation of the company (including rights issues and capitalisation issues) on the purchase price and/or number of shares over which an option is granted such that the participant is not disadvantaged. Addition of a provision that, in the event of a variation in the share capital of the company, the number of restricted shares comprised in an award may be adjusted by the board to ensure that the participant is not disadvantaged.
	(j)	Clarification of various procedures that need to be followed in the event of an adjustment of the share capital of the company.
	(k)	Clarification that shares held by a trust may be sold only once the employment of a participant has been terminated or on behalf of a participant once the participant legally owns the shares.
	(l)	Clarification that the Plans can be settled by way of a market purchase of shares.
	(m)	Amendment of the Plans to provide that shares held by the share trusts cannot be voted on for JSE resolution approval purposes at general or annual meetings.
	(n)	Addition of a provision that the company will ensure compliance with the provisions of the JSE Listings Requirements regarding dealings in securities by directors.
	(o)	Addition to the Nedbank Group Scheme to clarify that all administration, secretarial, accounting and similar services required by the trust and any duties payable upon the issue or transfer of shares to participants shall be funded out of the trust’s own resources. To the extent that the trust does not have sufficient resources available to cover such costs such costs shall be borne by the Nedbank Group, either by way of loans to the trust, or such other way as the board may determine.
8	Ordinary resolution 4 – 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 of the annual report and their appointment is recommended by the board of directors.
9	Ordinary resolution 5 – 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.
10	Ordinary resolution 6 – executive directors’ remuneration The members are requested to approve the remuneration paid to executive directors.
11	Ordinary resolution 7 – directors’ remuneration 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 of the Nedbank Group 2009 Annual Report. The Nedbank Group Limited Board has recommended the non-executive directors’ fees as set out in ordinary resolution 7 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 due to the practicalities and responsibilities of being a director of a bank, and the need for boardmembers to provide inputs on an ongoing basis, even when they are not able to attend a board meeting in person.
12	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. The existing general authority, granted by members at the last annual general meeting on 14 May 2009, 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 49 887 207 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 2009, 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: Tuesday, 4 May 2010, 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.

Admission: Shareholders and others attending the annual general meeting are asked to register at the registration desk in the auditorium reception area. 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 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 asked to register their names and addresses and hand in their question forms at the registration desk. A question form is enclosed here for this purpose. 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 no later than Monday, 26 April 2010, 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 form of proxy (see note 1) should ensure that their form of proxy reaches the address indicated in note 9 no later than 09:00 on Monday, 3 May 2010.

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 annual general meeting.