ADR programme

Bank of New York ADRs

Bank of New York Link

WHAT IS AN AMERICAN DEPOSITARY RECEIPT (ADR)?

An ADR is a negotiable U.S. certificate representing ownership of shares in a non-U.S. corporation. ADRs are quoted and traded in U.S. dollars in the U.S. securities market. Also, the dividends are paid to investor in U.S.dollars. ADRs were specifically designed to facilitate the purchase, holding and sale of non-U.S. securities by U.S. investor, and to provide a corporate finance vehicle for non-U.S. companies.

WHAT ARE THE BENEFITS OF ADRS TO US INVESTORS?

US investors generally prefer to purchase ADRs rather than ordinary shares in the issuer’s home market because ADRs trade, clear and settle according to US market conventions. One of ADRs’ main advantages is the facilitation of diversification into foreign securities. ADRs also allow easy comparison to securities of similar companies as well as access to price and trading information, if listed. ADR holders also appreciate dollar dividend payments and receiving corporate action notifications.

WHAT TYPES OF COMPANIES ISSUE ADRS?

ADRs issuers are typically large multinational corporations. Any non-U.S. company seeking to raise capital in the U.S. or increase their base of U.S. investor can issue ADRs.

IS IT EASY TO GET INFORMATION AND UPDATES ON AN ADR COMPANY?

Investors receive annual reports and proxy materials in English. ADR issuers generally have full information in English about themselves on their websites, as well as on the main depositary bank websites, and are better tracked by the main U.S. financial websites. ADRs listed on U.S. exchanges provide holders with the same level of information as any other U.S. security. Trading information is readily available, financials are reconciled to U.S. Generally Accepted Accounting Principles (GAAP), and the SEC regulates the Company's disclosure to investor. Nedbank Group’s ADRs are not listed on a US exchange, and Nedbank Group does not provide US GAAP financial statements.

WHERE ARE NEDBANK GROUP’S ADRS TRADED?

The ADRs are traded Over-The-Counter. The trading code is NDCRY. The CUSIP number is 63975P103. The ratio between the ordinary share and the ADR is 1:2.

WHO IS NEDBANK GROUP’S DEPOSITARY FOR ADRS?

The Bank of New York. The depositary bank plays a key role in the process of issuance and as cancellation of ADRs. It also maintains the ADR holder register and distributes the dividends in US dollars. For additional information, please visit The Bank of New York's website at www.adrbny.com

THE BANK OF NEW YORK

Shareholder Relations Department

Church Street Station

PO Box 11258

New York, NY 10286-1258

United States of America

Call Shareholder Relations at 1-888-BNY-ADRS

WHAT IS THE DIFFERENCE BETWEEN A REGISTERED HOLDER AND A BENEFICIAL ADR HOLDER?

A registered holder is one whose name appears on the books of the depositary. The registered holder is considered the owner of record. A beneficial holder is one whose holdings are registered in a name other than their own, such as in the name of a broker, bank or nominee.

HOW ARE ADR DIVIDENDS PAID AND TAXED?

Dividends are paid in U.S. dollars and are generally taxable, just like dividends on U.S. shares. In addition, taxes may be withheld by the ADR company's local government. Depending on individual circumstances, foreign taxes withheld might be applied as a credit against U.S. taxes, or tax reclaim opportunities may be offered.

HOW CAN I FIND OUT DIVIDEND AND CORPORATE ACTION INFORMATION ON NEDBANK GROUP?

For dividend and corporate action information, please visit www.adrbny.com. Go to the DR Corporate Actions or DR Dividends & Distribution buttons on the vertical scroll bar on the left and then enter company name, CUSIP or symbol.

HOW CAN I BUY ADRS VIA A US BROKER?

You can buy an ADR through a broker, just as you would U.S. securities. You can purchase Depositary Receipts through BNY Brokerage, Inc. BNY Brokerage Inc. is a wholly owned subsidiary of The Bank of New York Company and provides professional trade execution to meet all of your investing needs.BNY Brokerage, Inc. is a member NASD/SIPC, and is a wholly-owned subsidiary of The Bank of New York Company, Inc. Securities are not FDIC insured and may lose value.

BNY BROKERAGE, INC.

101 Barclay St. - Fl. 12W 

New York, NY 10286 

Tel :1-800-255-8282

HOW CAN I CONVERT ORDINARY SHARES IN NEDBANK GROUP INTO NEDBANK GROUP ADRS?

A shareholder wishing to convert Johannesburg Stock Exchange-listed ordinary shares in to ADRs should, in the first instance, request that their broker contact the ADR Broker Desk at The Bank of New York. Contact details can be found below;

CONTACTS

UNITED KINGDOM UNITED STATES

Mark Lewis Jason Paltrowitz

Tel: +44 (0) 20 7964 6089 Tel: +1 212 815 2077

Fax: +44 (0) 20 7964 6024 Fax: +1 212 5713050

E-mail: mlewis@bankofny.com

E-mail: jpaltrowitz@bankofny.com

Alternatively, the shareholder may contact the ADR Broker Desk at The Bank of New York direct.

1.When contacting the ADR Broker Desk, the broker will be asked to confirm the following information:

a. the number of ordinary shares the shareholder wishes to convert into ADRs  (based on the current ratio of X ordinary shares equals X ADRs);

b. the custodian name, account name and account number of the account in South Africa from  which the ordinary shares will be delivered;

c. the number of the DTC account in the US to which the shareholder wishes their ADRs to be  credited. If the shareholder does not have a DTC account, they will need to appoint a nominee(e.g. a broker) to hold the ADRs on their behalf.

2.Once these details have been confirmed, the broker (or shareholder) should instruct the delivery of the ordinary shares from their custody account in South Africa.

3.On the day that the local custodian confirms to The Bank of New York that the ordinary shares have settled in The Bank of New York account, The Bank of New York will instruct the delivery of the equivalent amount of ADRs to the requested DTC account.

4.A fee per ADR issued is payable to The Bank of New York upon the delivery of the ADRs. Most commonly, when The Bank of New York delivers the ADRs to the specified DTC account, this is done on a delivery versus payment (DVP) instruction against the conversion fee. If an alternative method of payment is required, please contact the Broker Desk for further details. Where the DTC account is operated by a broker on behalf of a shareholder, the broker should confirm to the shareholder that it has received the ADRs and is holding them on his/her behalf.