Directors' recommendation

The board is of the unanimous opinion that the terms and conditions of the Nedcor Transaction are fair and reasonable to the ordinary shareholders of Nedcor. Accordingly, the board recommends that ordinary shareholders vote in favour of the scheme and the resolutions to be proposed at the general meeting to be held to consider the transactions. In respect of their personal holdings in Nedcor, the relevant board members intend to vote their shares in favour of the scheme and the resolutions to be proposed at the aforementioned general meeting. In arriving at this recommendation, the board has taken cognisance of the opinion furnished by JP Morgan referred to below.

Position of Old Mutual plc

Subject to the obtaining of the necessary approvals of the shareholders of Old Mutual plc in general meeting and in respect of the Scheme, Old Mutual plc (a 50.8% shareholder in Nedcor) intends voting its shares in favour of the Nedcor Transaction and the resolutions to be proposed at the general meeting of Nedcor ordinary shareholders to be held to consider the transaction.

Independent expert's opinion

Although not required in terms of the Listings Requirements of the JSE, the board of directors of Nedcor appointed JP Morgan as an independent expert to advise the board on whether the terms and conditions of the Nedcor Transaction are fair and reasonable to Nedcor. JP Morgan has considered the terms and conditions of the Nedcor Transaction and, based on a review of the information made available to it and discussions with management of Nedcor, is of the opinion that the scheme is fair and reasonable from a financial point of view, to Nedcor.

Senior counsel view of the structure of the Client Scheme, the Non-executive Director Scheme, the Black Business Partners and the Community Trust

Nedcor has sought the opinion of senior counsel on the "zero finance" structure which it proposes to adopt for the above mentioned schemes and has been furnished with written opinions to the effect that the structure as devised and as described in Mechanics / funding to implement the Nedcor Transaction complies with all requirements of the Companies Act, Act 61 of 1973, as amended.