Notice of AGM

Investec PLC
30 June 2006



Investec Limited                              Investec plc
Incorporated in the Republic of South         Incorporated in England and
Africa                                        Wales
Registration number 1925/002833/06            Registration number 3633621
JSE share code: INL                           ISIN: GB0031773103
ISIN: ZAE000040531                            JSE share code: INP
('Investec Limited')                          ('Investec plc')


                        (collectively 'Investec')



               ANNOUNCEMENT RELATING TO THE SUBDIVISION OF
          INVESTEC LIMITED AND INVESTEC PLC ORDINARY SHARES
                AND NOTICES OF ANNUAL GENERAL MEETING




1.         Introduction

Further to Investec's financial results announcement for the year ended 31 March
2006 which was released on 18 May  2006, Investec shareholders are advised that
the boards of directors of Investec Limited and Investec plc ('the Directors')
have proposed that at the Annual General Meetings of Investec Limited and
Investec plc to be held on Thursday, 10 August 2006, shareholders approve, inter
alia, the resolutions which will have the effect of subdividing each Investec
Limited ordinary share of ZAR0.001 into five Investec Limited ordinary shares of
ZAR0.0002 each and each Investec plc ordinary share of £0.001 into five Investec
plc ordinary shares of £0.0002 each ('the subdivision').

As part of the Dual Listed Company ('DLC') structure, each of Investec plc and
Investec Limited has issued 'special  converting shares' to a special purpose
company.  The special converting shares are an essential feature of the DLC
structure in terms of ensuring that the joint electorate voting arrangements
function as intended and the shareholders of Investec plc and Investec Limited
are treated equivalently in economic terms (on a per share basis).  In order to
maintain the DLC voting structure and equivalence of treatment, it is necessary
that the number of special converting shares in issue reflects the number of
ordinary shares in issue.  As a result and in order to give effect to the
subdivision, the class 'A' preference shares and the special convertible
redeemable preference shares each in the authorised share capital of Investec
Limited, and the special converting shares, will also be subdivided on a five
for one basis.


In addition, as a result of the subdivision, the Memorandum of Association of
Investec Limited and the Articles of Association of Investec plc must be amended
to correctly reflect the new authorised share capital of Investec Limited and
Investec plc respectively.

Details of the subdivision and the resolutions required to be approved by
Investec Limited and Investec plc  shareholders in order to give effect thereto
are contained in the documentation referred to in paragraph 7 below.


2.         Rationale for the subdivision


Investec's share price has been at an average of 2889 pence in the London market
and ZAR313.48 in the SA market since the start of 2006.  This is a high average
price per share relative to the share price of other companies whose shares are
traded on the London Stock Exchange ('LSE') and the JSE Limited ('JSE').  The
Directors believe that many shareholders prefer to deal in shares with a lower
per share value, more in line with the prices of other shares traded on the
respective markets.  Therefore the Directors propose to reduce the level of the
price per share by subdividing every one existing ordinary share of both
Investec plc and Investec Limited into five new ordinary shares.  The value of
each Investec shareholder's shareholdings should not be affected by the
subdivision.  Moreover, the proportion of the issued share capital of Investec
Limited and Investec plc held by each shareholder following the subdivision will
be unchanged.  Apart from having a different nominal value, each new ordinary
share will carry the same rights as an existing ordinary share.

3.             Effects of the subdivision

The table below shows the effect of the subdivision on Investec Limited and
Investec plc's authorised and issued  ordinary share capital as at 30 June 2006:


                                             Investec Limited                Investec plc
                                        Number of       Number of       Number of       Number of
                                  ordinary shares   ordinary shares  ordinary shares  ordinary shares
                                       before the      after the      before the        after the
                                    subdivision        subdivision    subdivision          subdivision
                                                                                
                                                                           
Authorised share capital
Ordinary shares of ZAR0.001 each       55 500 000      
Ordinary shares of ZAR0.0002 each                     277 500 000
Ordinary shares of £0.001                                             112 000 000
Ordinary shares of £0.0002                                                            560 000 000

Issued share capital
Ordinary shares of ZAR0.001 each       43 999 527
Ordinary shares of ZAR0.0002 each                     219 997 635
Ordinary shares of £0.001                                              74 633 746
Ordinary shares of £0.0002                                                            373 168 730

4.             Shareholder approval

The subdivision will require the approval of shareholders of both Investec
Limited and Investec plc for, inter alia,  the special resolutions to subdivide
each Investec Limited ordinary share into five Investec Limited ordinary shares
and each Investec plc ordinary share into five Investec plc ordinary shares.

5.             Conditions precedent

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

•    the approval by shareholders of Investec Limited and Investec plc of the
requisite special resolutions; and

•    the registration of the requisite special resolutions passed by the
shareholders of Investec Limited in relation  to the subdivision of the Investec
Limited ordinary shares, by the South African Registrar of Companies; and

•    the admission to listing on the UK Official List and to trading on the LSE
of the subdivided Investec plc  ordinary shares.

6.             Salient dates and times

                                                                                                                        
                                                                                                                        
                                                          2006
                                                                                                                        
                                                                                                                        
                  ------------------------------   -------------
Notices of annual general meeting posted to Investec Limited and Investec plc 
shareholders on                                                                                                         
                                                                               Friday, 30 June


Last day for receipt of proxies in respect of the annual general meetings by
15:00 (SA time) and 14:00 (UK time) on                                         Tuesday, 8  August

                                                      

Annual General Meetings of Investec Limited and Investec plc shareholders at 
15:00 (SA time) and 14:00 (UK time) respectively on                                                                     
                                                                               Thursday, 10 August

Special resolutions passed at the Investec Limited annual general meeting 
lodged with the South African Registrar of Companies for registration on 
or about                                                                       Friday, 11 August

Results of annual general meetings and finalisation date announcement 
released on SENS and a RIS on                                                  Friday, 11 August

Finalisation date announcement published in the press on                       Monday, 14 August

Last day to trade in Investec Limited ordinary shares and Investec plc 
ordinary shares on the South African branch register with a par value of 
ZAR0.001 and £0.001 each respectively on                                       Friday, 1 September

New capital structure of Investec Limited listed. Trading commences in 
Investec Limited ordinary shares and Investec plc ordinary shares on the 
South African branch register with a par value of ZAR0.0002 and £0.0002 
each respectively under the new ISIN of ZAE000081949 and GB00B17BBQ50 on       Monday, 4 September

Record date for the subdivision of Investec Limited and Investec plc shares 
recorded in the SA branch register on                                          Friday, 8 September

Investec Limited ordinary shares with a par value of ZAR0.0002 issued on       Monday, 11 September

Replacement certificates reflecting the subdivision will be posted to 
certificated Investec Limited shareholders and Investec plc shareholders 
on the South African branch register whose share certificates have been 
received by Friday, 8 September 2006 on or about                               Monday, 11 September

Dematerialised Investec Limited shareholders and Investec plc shareholders 
on the South African branch register will have their accounts at their 
Central Securities Depository Participant or broker updated on                 Monday, 11 September
                                                                                                                       
                                                                                                                        
                   -----------------------------   -------------

If share certificates have not been received by Friday, 8 September 2006,
replacement share certificates will be posted  within five business days of
receipt of the share certificates

Notes:
1. Any material changes to the above dates and times will be announced on SENS,
a RIS and published in the South  African press.
2. Investec Limited shareholders may not dematerialise or rematerialise Investec
Limited ordinary shares with a par  value of ZAR0.001 after Friday, 1 September
2006.
3. Investec plc shareholders recorded on the South African branch register may
not dematerialise or rematerialise  Investec plc ordinary shares with a par
value of £0.001 after Friday, 1 September 2006.
4. Transfers between the Investec plc UK share register and the South African
branch register may not take place  between Friday, 1 September and Friday, 8
September 2006, both days inclusive.

7.             Further documentation

Full details of the subdivision and the disclosure relating thereto as well as
the requisite resolutions to give effect  to the subdivision are contained in
the Annual Financial Statements and Notices of Annual General Meeting of
Investec Limited and Investec plc which were posted to Investec shareholders on
30 June 2006.

8.             Notices of Annual General Meeting and No Change Statement

As a result of the Dual Listed Companies structure implemented in July 2002, the
Proposal is conditional, amongst other things, on the approval of Members of
both Investec Limited and Investec plc voting together as a single
decision-making body. This approval will be sought at the Annual General Meeting
of Investec Limited to be held at 15:00 (SA time) on Thursday, 10 August 2006 at
the registered offices of Investec Limited at 100 Grayston Drive, Sandown,
Sandton as well as at the parallel Annual General Meeting of Investec plc to be
held at the same time, 14:00 (UK time) on Thursday, 10 August 2006 at the
registered offices of Investec plc at 2 Gresham Street, London, EC2V 7QP, United
Kingdom.


A circular to Investec Members setting out the details of the Proposal and
incorporating the Notices of the Annual General Meeting of Investec Limited and
Investec plc have been issued and posted to Investec Members today, 30 June
2006.


These documents will shortly be available for inspection at the UK Listing
Authority's Document Viewing Facility, which is situated at:


Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS


Tel no. [phone]


In compliance with section 3.22 of the JSE Listings Requirements, Investec
Members are advised that Investec has posted its Annual Financial Statements for
the 2006 financial year to Investec Members today, 30 June 2006 and as the
information previously published in the preliminary report on 18 May 2006 is
unchanged, will not be publishing an abridged report.


The Annual Reports are also available on Investec's website:

http://www.investec.com/GroupLinks/InvestorRelations/InvestorRelations.htm


Should you require printed copies, please contact the Investor Relations
division:

[phone] or [e-mail]


The results of the company are audited by Ernst & Young and their report is
available for inspection at Investec's registered office.



Johannesburg
30 June 2006

Investment bank and joint sponsor          Lead sponsor in South Africa
Investment Bank Limited                    Merrill Lynch South Africa
Legal adviser in the UK                    Legal adviser in South Africa
Linklaters                                 Jowell, Glyn & Marais Inc.






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