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NED - Nedbank Group Limited - Specific issue of shares for cash Nedbank Group Limited (Incorporated in the Republic of South Africa) (Registration number 1966/010630/06) Share code JSE: NED Share code NSX: NBK ISIN code: ZAE000004875 (`Nedbank Group` or `the company`) SPECIFIC ISSUE OF SHARES FOR CASH Introduction Shareholders are referred to the announcement released on SENS on 6 January 2011 (`the announcement`), which sets out the specific repurchase of Nedbank Group ordinary shares, whereby Nedbank Group exercised the call options (`Nedbank Group Call Option`) that were granted to it by the Aka-Nedbank Eyethu Trust, the Nedbank Eyethu Corporate Scheme Trust (`the Corporate Scheme Trust`) and the Nedbank Eyethu Non-executive Directors Trust (collectively, `the maturing schemes`) to repurchase Nedbank Group ordinary shares (`the specific repurchase`). In terms of the specific repurchase, approved by shareholders in general meeting on 22 July 2005, the company in turn granted call options to the maturing schemes to acquire, using the same 30-day volume weighted average price (`VWAP`) that was used to calculate the number of shares acquired by the company in terms of the Nedbank Group Call Option, up to the equivalent number of Nedbank Group shares as acquired by the company in exercising the Nedbank Group Call Option (`the Trust Call Option(s)`). This was in order to give the maturing schemes the ability to sustain their shareholdings in the company. The Trust Call Options were exercisable within a period of 20 business days from the date on which the company exercised the Nedbank Group Call Option on 6 January 2011, being 3 February 2011. Shareholders are advised that the Corporate Scheme Trust exercised their Trust Call Option, resulting in Nedbank Group implementing a specific issue of shares for cash ("the cash issue") as approved by shareholders in general meeting on 22 July 2005 and set out in paragraph 2 below. Consideration and number of new Nedbank Group ordinary shares issued in terms of the cash issue In total, 14 552 ordinary shares were issued at a price of R128.77 per ordinary share. The ordinary shares were issued at the same 30-day VWAP that was used to calculate the number of shares acquired by the company in terms of the Nedbank Group Call Option. A total cash amount of R1 873 861 has been raised in terms of the cash issue and the new Nedbank Group ordinary shares issued in terms of the cash issue rank pari passu with the existing ordinary shares in issue. Application of proceeds of the cash issue The proceeds of the cash issue will be utilised by Nedbank Group in the ordinary course of business. Financial effects of the cash issue The total consideration received by Nedbank Group in terms of the cash issue is R1.87 million and the shares issued are equivalent to 0.003% of the total issued ordinary share capital of Nedbank Group. The financial effects of the cash issue are not material and accordingly are not disclosed. Johannesburg 4 February 2011 Sponsors to Nedbank Group in South Africa: Merrill Lynch South Africa (Pty) Limited Nedbank Capital Sponsor to Nedbank Group in Namibia: Old Mutual Investment Services (Namibia) (Pty) Limited Investment bank to Nedbank Group: Nedbank Capital Date: 04/02/2011 15:05:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
