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Nedcor (83IS)

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Tuesday 02 July, 2002

Nedcor

Sanction of the Share Scheme

Nedcor
2 July 2002

Nedcor Limited

   (Incorporated in the Republic of South Africa)

   (Registration number 1966/010630/06)

   JSE Share code: NED   ISIN: ZAE000004875

   ('Nedcor')

BoE Limited

   (Incorporated in the Republic of South Africa)

   (Registration number 1987/003281/06)

   JSE Share code: BOE   ISIN: ZAE000014890

   ('BoE')

Sanction of the Share Scheme and Convertible Debenture Scheme

1. INTRODUCTION

   Further to the announcements dated Monday, 24 June 2002, BoE shareholders and
holders of BoE convertible debentures issued in terms of The BoE Group 1998
Employee Incentive Scheme ('convertible debentures'), are advised that both the
schemes of arrangement ('the schemes') in terms section 311 of the Companies
Act, 61 of 1973, as amended, proposed by Nedcor, between BoE and its
shareholders in terms of which Nedcor will acquire all the issued BoE shares ('
the share scheme') and between BoE and its convertible debenture holders in
terms of which Nedcor will acquire all the convertible debentures ('the
convertible debenture scheme'), were sanctioned by the High Court of South
Africa (Cape of Good Hope Provincial Division) ('the Court') on Tuesday, 2 July
2002.

The Orders of Court sanctioning the schemes will be lodged with the Registrar of
Companies for registration and are expected to be registered shortly.

2. OUTSTANDING CONDITIONS PRECEDENT AND IMPORTANT DATES

   Apart from the registration of the Orders of Court sanctioning the schemes,
all conditions precedent relating to the schemes have been fulfilled.

The last day to trade in BoE shares on the JSE Securities Exchange South Africa
('JSE') in order to be registered by the share scheme record date to receive the
share scheme consideration is on Wednesday, 3 July 2002. The share scheme record
date on which BoE shareholders must be registered to receive the share scheme
consideration and the convertible  debenture scheme record date on which
convertible debenture holders must have title to convertible debentures to
receive the convertible debenture scheme consideration is by the close of trade
on the JSE on Wednesday, 10 July 2002. The schemes should become operative at
the commencement of trade on the JSE on Thursday, 11 July 2002.

   BoE shareholders and BoE convertible debenture holders are referred to the
terms of the schemes as set out in the respective circulars dated 1 June 2002
sent to BoE shareholders and BoE convertible debenture holders, respectively,
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.

   Should any salient dates and times be amended, any such change will be
published in the press and announced on SENS.

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

Johannesburg

Cape Town

2 July 2002

Investment Bank and sponsor to Nedcor

  Nedcor Investment Bank

Joint independent advisers to BoE*

  UBS Warburg Corporate Finance

  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 (PTY) LTD

  (REGISTRATION NUMBER 1999/026464/07)

Lead Sponsor to BoE

  UBS Warburg Securities

Legal advisers to BoE

  Sonneberg Hoffmann Galombik

Lead Sponsor to Nedcor for the schemes

  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

  (Registration number. 1951/000847/06)

Auditors and reporting accountants to BoE and joint auditors to Nedcor

  Deloitte & Touche

Joint auditors to Nedcor

  KPMG

Sponsor to BoE

  BoE Securities (Proprietary) Limited

  (Member of the JSE Securities Exchange South Africa)

  (Registration number 1996/012240/07)

Transfer secretaries

  Computershare Investor Services Limited

  (Registration number 1958/003546/06)

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



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                 FIIF                                                                                                                                                                                                                                                           

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