The implementation of the Nedcor Transaction is subject to the fulfilment of the following conditions precedent:

• Approval of the requisite majority of Nedcor ordinary shareholders in general meeting to the issue of new Nedcor shares to each of the structures devised. In this regard, the required circular is expected to be posted to ordinary shareholders of Nedcor in due course;
• Written notice having been received by Nedcor from the WIPHOLD and BRIMSTONE Consortia that they have received appropriate shareholder approval;
• Written notice having been received by Nedcor of approval of the Nedcor Transaction by the shareholders of BRIMSTONE to the extent such approval is required by the JSE;
• Obtaining of the necessary regulatory approvals (including, as necessary, the JSE and the Banking Supervision Department of the South African Reserve Bank);
• Sanctioning of the Scheme, relating to the Old Mutual (SA) Transaction, by the High Court of Justice in England and the Scheme becoming effective in accordance with its terms; and
• Old Mutual plc being satisfied that each of the Group Transaction proposals set out in this announcement shall have received all consents, sanctions and approvals to which each such transaction is subject and that such feature will be implemented in accordance with its terms.

The last mentioned condition is capable of variation with Nedcor’s and Old Mutuals plc’s approval and can be waived in whole or in part by Nedcor with Old Mutual plc’s consent.

Shareholders’ attention is drawn to the notice of Annual General Meeting dated 4 May 2005 specifying the proposed name change of the Nedcor Group to ‘Nedbank Group Limited’.