INITIAL RESPONSE TO NEDCOR LIMITED'S TAKEOVER OFFER FOR STANBIC

STANDARD BANK INVESTMENT CORPORATION LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 69/17128/06)
("STANBIC")

INITIAL RESPONSE TO NEDCOR LIMITED'S TAKEOVER OFFER FOR STANBIC AND FURTHER
CAUTIONARY ANNOUNCEMENT

STANBIC SHAREHOLDERS ARE REFERRED TO THE ANNOUNCEMENTS BY NEDCOR LIMITED
("NEDCOR") AND OLD MUTUAL PLC ("OLD MUTUAL") DATED 15 NOVEMBER 1999, WHICH
RELATE TO NEDCOR'S FIRM INTENTION TO MAKE A PARTIAL OFFER TO STANBIC
SHAREHOLDERS ("THE TAKEOVER OFFER").

THE STANBIC BOARD IS UNWAVERING IN ITS CONCLUSION, AS DETAILED IN THE

ANNOUNCEMENT TO SHAREHOLDERS DATED 25 OCTOBER 1999, THAT THE TAKEOVER OFFER IS
NOT IN THE BEST INTERESTS OF STANBIC SHAREHOLDERS.

THE STANBIC BOARD'S VIEW, BASED ON THE ADVICE OF ITS INTERNATIONAL ADVISERS, IS
THAT THE THEORETICAL NET MERGER BENEFITS REMAIN SUBSTANTIALLY LOWER THAN
NEDCOR'S RECENTLY REVISED VIEW.  FURTHERMORE NEDCOR CONTINUES TO DOWNPLAY THE
SIGNIFICANT RISKS ASSOCIATED WITH IMPLEMENTING A TAKEOVER OF THIS MAGNITUDE AND
COMPLEXITY, WHICH ARE EXACERBATED BY THE UNSOLICITED NATURE OF THE TAKEOVER AND
THE ABSENCE OF LARGE-SCALE TAKEOVER AND INTEGRATION EXPERTISE IN NEDCOR.
IT IS THE STANBIC BOARD'S BELIEF THAT NEDCOR IS ATTEMPTING TO ACQUIRE CONTROL
OF STANBIC WITHOUT PAYING STANBIC SHAREHOLDERS AN APPROPRIATE PREMIUM FOR
CONTROL.  BASED ON THE 1999 FORECASTS OF BOTH STANBIC AND NEDCOR AS PRESENTED
BY NEDCOR ON 15 NOVEMBER 1999, STANBIC'S CONTRIBUTION TO THE ATTRIBUTABLE
INCOME OF THE MERGED COMPANY WOULD BE 53.4% AND THUS 14.5% GREATER THAN
NEDCOR'S CONTRIBUTION.

IN ADDITION, BASED ON THE UNAUDITED INTERIM RESULTS OF BOTH STANBIC AND NEDCOR
FOR THE SIX MONTHS ENDED 30 JUNE 1999, STANBIC AND NEDCOR WILL CONTRIBUTE
SHAREHOLDERS' FUNDS OF APPROXIMATELY R16 BILLION AND APPROXIMATELY R12 BILLION
TO THE MERGED COMPANY RESPECTIVELY, AFTER ADJUSTING FOR MARK-TO-MARKET
INCREASES OF R2.7 BILLION FOR STANBIC AND R2.0 BILLION FOR NEDCOR (AS REFERRED
TO IN THE NEDCOR PRESENTATION ON 15 NOVEMBER 1999).

IN SPITE OF THESE CONTRIBUTIONS STANBIC SHAREHOLDERS ARE BEING OFFERED LESS
THAN 50% OF THE MERGED COMPANY.

IN LIGHT OF THE STANBIC BOARD'S BELIEF THAT NEDCOR HAS SIGNIFICANTLY OVERSTATED
THE MERGER BENEFITS AND DOWNPLAYED THE RISKS OF THE TAKEOVER, THE BOARD HAS
CONCLUDED THAT STANBIC SHAREHOLDERS SHOULD, AT THE VERY LEAST, SUFFER NO
EARNINGS DILUTION IN THE FIRST YEAR OF THE TAKEOVER, ASSUMING NO MERGER
BENEFITS.  FURTHERMORE THE STANBIC BOARD BELIEVES THAT ANY OFFER WITH THIS RISK
PROFILE SHOULD BE ACCOMPANIED BY A FULL CASH ALTERNATIVE. THIS WOULD ALLOW
SHAREHOLDERS TO ELECT CASH INSTEAD OF SHARES IN THE NEW GROUP, SHOULD THEY SO
CHOOSE.

SHAREHOLDER ATTENTION IS DRAWN TO THE FACT THAT THE IRREVOCABLE STANBIC
SHAREHOLDER SUPPORT REFERRED TO IN THE NEDCOR ANNOUNCEMENT IS NOT

UNCONDITIONAL. IN ADDITION, OLD MUTUAL AND ITS ASSOCIATES HAVE A DEMONSTRABLE
VESTED INTEREST IN SUPPORTING THE TAKEOVER OFFER BY VIRTUE OF OLD MUTUAL'S
SIGNIFICANTLY LARGER INTEREST IN NEDCOR THAN IN STANBIC. FURTHERMORE, OLD
MUTUAL'S INTEREST IN NEDCOR IS HELD ON ACCOUNT OF ITS SHAREHOLDERS WHEREAS ITS
INTEREST IN STANBIC IS HELD LARGELY ON ACCOUNT OF ITS POLICYHOLDERS. THE
ANNOUNCED LEVEL OF CONDITIONAL SUPPORT FOR THE TAKEOVER OFFER, EXCLUDING OLD
MUTUAL AND ITS ASSOCIATES, REPRESENTS SHAREHOLDERS HOLDING LESS THAN 8% OF THE
ISSUED SHARES IN STANBIC.

IN VIEW OF THE STATED OBJECTIVE OF NEDCOR TO ACQUIRE 100% OF STANBIC, THE
STANBIC BOARD BELIEVES THAT THE MECHANISM OF A PARTIAL OFFER IS INAPPROPRIATE
AS IT WILL REQUIRE AT LEAST TWO CONSECUTIVE OFFERS TO BE MADE, THEREBY
INCREASING THE LIKELIHOOD OF A MINORITY SHAREHOLDING REMAINING IN STANBIC. THIS
COULD LEAD TO NEDCOR, A MAJOR COMPETITOR OF STANBIC, HOLDING A CONTROLLING
INTEREST BUT LESS THAN 100% OF STANBIC, WHICH WOULD BE UNTENABLE TO STANBIC.
THIS SCENARIO WOULD JEOPARDISE THE REALISATION AND APPORTIONMENT OF THE
THEORETICAL MERGER BENEFITS AND COULD PREJUDICE MINORITY SHAREHOLDERS.
SHAREHOLDERS ARE ADVISED THAT NEDCOR HAS COMMITTED TO MAKE THE TAKEOVER OFFER.
THERE ARE HOWEVER, REGULATORY ISSUES THAT NEED TO BE RESOLVED PRIOR TO NEDCOR
DISPATCHING ITS OFFER CIRCULAR TO STANBIC SHAREHOLDERS.  THESE ISSUES INCLUDE,
BUT ARE NOT LIMITED TO, THE APPROVAL OF THE APPROPRIATE COMPETITION

AUTHORITIES, APPROVAL OF THE MINISTER OF FINANCE AND OF THE REGISTRAR OF BANKS.
 SHAREHOLDERS ARE ACCORDINGLY ADVISED THAT, IN ALL LIKELIHOOD, THEY WILL HAVE
AT LEAST THREE MONTHS BEFORE BEING REQUIRED TO MAKE A DECISION ON THE TAKEOVER
OFFER.

IN ANY EVENT, STANBIC SHAREHOLDERS WHO DO NOT ACCEPT THE TAKEOVER OFFER, WILL
HAVE ANOTHER OPPORTUNITY TO ACCEPT AN OFFER BECAUSE NEDCOR HAS COMMITTED TO
EXTENDING A FULL FURTHER OFFER TO STANBIC SHAREHOLDERS ON SIMILAR TERMS AND
CONDITIONS, IN THE EVENT OF THE TAKEOVER OFFER BECOMING UNCONDITIONAL. THUS, IN
THE BOARD'S OPINION, IT WOULD BE UNWISE FOR SHAREHOLDERS TO MAKE ANY HASTY
DECISION OR GIVE ANY IRREVOCABLE COMMITMENTS.

GIVEN THAT NEDCOR HAS NOW FOR THE FIRST TIME DOCUMENTED AN OFFER TO ACQUIRE
STANBIC, THE STANBIC BOARD WILL RESPOND NEXT WEEK WITH A SYNOPSIS OF ITS
COMPREHENSIVE ANALYSIS OF THE TAKEOVER OFFER TOGETHER WITH AN OVERVIEW OF ITS
STAND-ALONE PLAN GOING FORWARD. THE DETAILED FINDINGS WILL BE PUBLISHED AFTER
THE DISPATCH OF NEDCOR'S OFFER CIRCULAR.  ACCORDINGLY SHAREHOLDERS ARE ADVISED
TO EXERCISE CAUTION IN DEALING IN THEIR SHARES, UNTIL A FURTHER ANNOUNCEMENT IS
MADE.
JOHANNESBURG
16 NOVEMBER 1999