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Nedcor (83IS)

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Monday 24 June, 2002

Nedcor

Results of Share Scheme Mtg

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' or 'the Company')

Results of Share Scheme Meeting and Extraordinary General Meeting

1. INTRODUCTION

   BoE shareholders are advised that at the share scheme meeting held at 10:00
on Monday, 24 June 2002 a majority of 98,04% of BoE shareholders present in
person or represented by proxy (which is in excess of the requisite majority)
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 shareholders in terms of which Nedcor
will acquire all the issued BoE shares ('the share scheme').

   BoE shareholders are also advised that at the extraordinary general meeting
held at 09:00 on Monday, 24 June 2002, the requisite majority of BoE
shareholders approved the terms of the scheme of arrangement in terms of section
311 of the Act, proposed by Nedcor between the Company and the holders of its
convertible debentures issued under The BoE Group 1998 Employee Incentive
Scheme, in terms of which Nedcor will acquire all such convertible debentures in
issue from the holders thereof.

   In terms of the share scheme, holders of BoE shares are entitled, subject to
the Exchange Control Regulations of the South African Reserve Bank ('the SARB')
and the fulfilment of the outstanding conditions precedent set out below, to
receive R290,00 in cash and 0,48544 Nedcor ordinary shares ('the Nedcor
consideration shares') per 100 BoE shares held ('the share scheme
consideration').

2. OUTSTANDING CONDITIONS PRECEDENT

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

* Nedcor not exercising or waiving its rights to withdraw from the share scheme
in the event of BoE permitting any competing offeror to conduct a more extensive
due diligence than conducted by Nedcor prior to the sanction of the share scheme
by the High Court of South Africa (Cape of Good Hope Provincial Division) ('the
Court');

* the sanction of the share scheme by the Court and registration of the Order of
Court sanctioning the share scheme by the Registrar of Companies; and

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

   Share 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 share scheme.

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

3. SALIENT DATES AND TIMES

                                                                        2002

Court hearing to sanction the share scheme on                Tuesday, 2 July

Last day to trade in BoE shares on the JSE Securities

  Exchange South Africa (JSE) in order to be registered

  by the record date to receive the share scheme

  consideration on                                         Wednesday, 3 July

Suspension of listing of BoE shares at the commencement

  of trade on the JSE on                                    Thursday, 4 July

Listing of the Nedcor consideration shares on the JSE at

  the commencement of trade on the JSE on                   Thursday, 4 July

Record date on which BoE shareholders must be registered

  to receive the share scheme consideration by the close

  of trade on the JSE on                                  Wednesday, 10 July

Termination of the listing of BoE shares on the JSE at

  the commencement of trade on the JSE on                  Thursday, 11 July

  Operative date of the share scheme at the commencement

    of trade on the JSE on                                 Thursday, 11 July

Share scheme consideration posted to share scheme

  participants who have not dematerialised their scheme

  shares (if documents of title are received on or prior

  to the record date) from                                 Thursday, 11 July

Or, failing receipt of documents of title on or before

  the record date, within five business days of receipt

  thereof by the transfer secretaries  Share scheme

  consideration transferred to the Central Security

  Depository Participant ('CSDP') or broker, as the

  case may be, of share scheme participants who have

  dematerialised their scheme shares from                  Thursday, 11 July

   The announcement dated Monday, 3 June 2002 and the documents posted on
Saturday, 1 June 2002 in respect of the share scheme indicated that the Nedcor
consideration shares on the JSE will be listed at the commencement of trade on
the JSE on Thursday, 11 July 2002. The date for listing of the Nedcor
consideration shares has been changed to Thursday, 4 July 2002, as indicated
above.

   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 BoE DOCUMENTS OF TITLE AND SETTLEMENT OF THE SHARE SCHEME
CONSIDERATION

   Share scheme participants whose scheme shares have been dematerialised need
not take any action as the collection and distribution of the share scheme
consideration should be handled by their CSDP or broker in terms of the custody
agreement entered into between the share scheme participant and the CSDP or
broker, as the case may be.

   Share scheme participants who have not yet dematerialised their BoE shares
must return the completed form of surrender (yellow) included in the circular
posted to BoE shareholders on Saturday, 1 June 2002 together with the relevant
documents of title (in negotiable form), at their own risk, to be received by
the transfer secretaries, Computershare Investor Services Limited, care of
Georgeson Shareholder Communications SA (Pty) Limited ('Georgeson Shareholder'),
The SMG Building, 108 Johan Avenue, Sandton (PO Box 652000, Benmore, 2010) in
order to receive the share scheme consideration. Subject to the Exchange Control
Regulations of the SARB, the share scheme consideration will be posted by
registered post to such share scheme participants, at their risk, to their
addresses as reflected in the register of shareholders of BoE. If the form of
surrender (yellow) together with the relevant documents of title (in negotiable
form) have been delivered to the transfer secretaries by the record date, then
the share scheme consideration will be posted within five business days of the
operative date of the share scheme, failing which, within five business days of
receipt thereof by the transfer secretaries.

   The share scheme consideration will not be sent to share scheme participants
who have not yet dematerialised their scheme shares unless and until documents
of title in respect of the relevant BoE shares have been surrendered to the
transfer secretaries as set out above.

   A further form of surrender will be included in a circular to be posted to
BoE shareholders on the operative date of the share scheme.

   BoE shareholders are referred to the terms of the share scheme as set out in
the circular dated 1 June 2002 sent to shareholders 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 SHAREHOLDERS WHO HAVE QUERIES REGARDING THIS ANNOUNCEMENT OR THE CONTENT
TO WHICH IT RELATES SHOULD CALL THE TOLL-FREE HELPLINE PROVIDED BY GEORGESON
SHAREHOLDER ON 0800 202 361.

   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 share 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

Auditors and reporting accountants to

BoE and joint auditors to Nedcor

  Deloitte & Touche

Joint auditors to Nedcor

  KPMG

  Registered Chartered Accountants (SA)

  (Registration number 1999/021543/21)

Information agent

  Georgeson Shareholder Communications SA (Pty) Ltd

  Postal Address: PO Box 652000, Benmore, 2010

  Physical Address: 108 Johan Avenue, Sandton

  Registration number 2000/003204/07

Transfer secretaries

  Computershare Investor Services Limited

  (Registration number 1958/003546/06)



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