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Nedcor (83IS)

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Monday 24 June, 2002

Nedcor

Convertible Debenture Meeting

Nedcor
24 June 2002

Nedcor Limited

   (Incorporated in the Republic of South Africa)

   (Registration number 1966/010630/06)

   Share code: NED   ISIN: ZAE000004875

   ('Nedcor')

BoE Limited

   (Incorporated in the Republic of South Africa)

   (Registration number 1987/003281/06)

   Share code: BOE   ISIN: ZAE000014890

   ('BoE')

Results of Convertible Debenture Scheme Meeting

1.  INTRODUCTION

   Holders of convertible debentures issued in terms of The BoE Group 1998
Employee Incentive Scheme ('convertible debentures') are advised that at the
convertible debenture scheme meeting held at 10:45 on Monday, 24 June 2002, the
requisite majority of convertible debenture holders in number and value
approved, without modification, the scheme of arrangement in terms of section
311 of the Companies Act, 1973 (Act 61 of 1973), as amended, ('the Act')
proposed by Nedcor, between BoE and its convertible debenture holders in terms
of which Nedcor will acquire all such convertible debentures in issue from the
holders thereof ('the convertible debenture scheme').

   In terms of the convertible debenture scheme, holders of convertible
debentures will be entitled to a consideration per convertible debenture in an
amount equal to the greater of R3,52622 and the convertible debenture nominal
value ('the convertible debenture scheme consideration').  The convertible
debenture scheme consideration will be paid in cash by Nedcor to BoE (on behalf
of convertible debenture scheme participants) and BoE will apply the
consideration firstly in discharge of the amount owed by the respective
convertible debenture holders to The BoE Group 1998 Employee Incentive Trust
('employee incentive trust') in respect of the acquisition of the convertible
debentures from the employee incentive trust ('the trust debt').  The balance
(if any) of the convertible debenture scheme consideration in excess of the
convertible debenture scheme participants' respective trust debts will be paid
to the respective convertible debenture scheme participants.

2. OUTSTANDING  CONDITIONS PRECEDENT

   The implementation of the convertible debenture scheme is conditional upon
the fulfilment of the following outstanding conditions precedent:

* the scheme of arrangement, in terms of section 311 of the Act, proposed by
Nedcor, between BoE and its shareholders ('the share scheme') and the
convertible debenture scheme, respectively, being sanctioned by the High Court
of South Africa (Cape of Good Hope Provincial Division) ('the Court') and the
respective Orders of Court sanctioning the share scheme and convertible
debenture scheme being registered by the Registrar of Companies; and

* the receipt of such other regulatory approvals as may be required for the
implementation of the convertible debenture scheme.

   Convertible debenture scheme members are entitled to attend at the Court in
person, or to be represented by counsel, and to be heard concerning any
objections they may have in respect of the sanctioning of the convertible
debenture scheme.

   Apart from the above conditions precedent, all other outstanding conditions
precedent relating to the convertible debenture scheme have been fulfilled.

3. SALIENT DATES AND TIMES

                                                                        2002

Court hearing to sanction the convertible debenture

 scheme on                                                   Tuesday, 2 July

Operative date of the convertible debenture scheme

  at 09:00 on                                              Thursday, 11 July

Convertible debenture scheme consideration paid by

  Nedcor to BoE on                                         Thursday, 11 July

Payment of the convertible debenture scheme consideration

  in excess of the trust debt to convertible debenture

  scheme participants from                                 Thursday, 11 July

   These dates and times may be changed by mutual agreement between Nedcor and
BoE.  Any such change will be published in the press and announced on SENS.

4. SURRENDER OF DOCUMENTS OF TITLE

   The certificates in respect of all the convertible debentures should be held
by the employee incentive trust in pledge as security for the trust debt.
Insofar as documents of title are held by the convertible debenture scheme
participants, and have not been surrendered, convertible debenture scheme
participants must complete and lodge the form of surrender (green) included in
the circular posted to convertible debenture holders on Saturday, 1 June 2002
together with the relevant documents of title (in negotiable form), with BoE at
its registered office, BoE, Clock Tower Precinct, V&A Waterfront, Cape Town,
8001 for the attention: BoE Group Human Resources Manager in order to receive
the convertible debenture scheme consideration.

   The holders of the convertible debentures are referred to the terms of the
convertible debenture scheme as set out in the circular dated 1 June 2002 sent
to convertible debenture holders and copies of which are available for
inspection at the registered office of BoE (BoE, Clock Tower Precinct, V&A
Waterfront, Cape Town, 8001) during normal business hours.

   BoE CONVERTIBLE DEBENTURE HOLDERS WHO HAVE QUERIES SHOULD CONSULT THEIR HUMAN
RESOURCES DEPARTMENT

   Johannesburg

   Cape Town

   24 June 2002

Investment bank and sponsor to Nedcor

  Nedcor Investment Bank

Joint independent advisers to BoE*

  UBS Warburg Corporate Finance (South Africa) (Pty) Ltd

  A financial services group of UBS AG

  (Registration number 1994/008363/07)

   Goldman Sachs

*Goldman Sachs International and UBS Warburg are acting for BoE and no one else
in connection with this matter and will not be responsible to any other person
for providing the protections afforded to clients of Goldman Sachs International
and UBS Warburg or for providing advice in relation to this matter

Corporate law advisers and consultants to Nedcor

  Edward Nathan & Friedland

  Corporate Law advisers & consultants

  Edward Nathan & Friedland (Pty) Ltd

  (Registration number 1999/026464/07)

Lead sponsor to BoE

  UBS Warburg Securities (South Africa) (Pty) Ltd

  A financial services group of UBS AG

  (Member of the JSE Securities Exchange South Africa)

  (Registration number 1995/011140/07)

Legal advisers to BoE

  Sonneberg Hoffmann & Galombik

Lead sponsor to Nedcor for this convertable debenture scheme

  Merrill Lynch

  Global Markets & Investment Banking Group

  Merrill Lynch South Africa (Pty) Limited

  Registration number 1995/001805/07

  Registered sponsor and Member of the

  JSE Securities Exchange South Africa

Merchant bank to BoE

  BOE Merchant Bank

  A Division of BOE Bank Limited

  Co. Reg. No. 1951/000847/06

Sponsor to BoE

  BoE Securities (Pty) Ltd

  Member of the JSE Securities Exchange South Africa

  Co. Reg. No. 1995/012240/07

Joint auditors to Nedcor

  KPMG

  Registered Chartered Accountants (SA)

  (Registration number 1999/021543/21)

Auditors and reporting accountants to BoE and joint auditors to Nedcor

  Deloitte & Touche





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