GENSEC/SANLAM - IMPLEMENTATION OF THE SCHEME OF ARRANGEMENT

GENBEL SECURITIES LIMITED
  (INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
  (REGISTRATION NUMBER 1977/002124/06)
  ("GENSEC")
SANLAM LIMITED
  (INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
  (REGISTRATION NUMBER 1959/001562/06)
  ("SANLAM")

IMPLEMENTATION OF THE SCHEME OF ARRANGEMENT PROPOSED BY SANLAM BETWEEN GENSEC
AND ITS SHAREHOLDERS OTHER THAN SANLAM AND ITS SUBSIDIARIES (THE "SCHEME")
1.  APPROVAL OF THE SCHEME

SHAREHOLDERS OF GENSEC AND SANLAM ARE ADVISED THAT THE SCHEME WAS SANCTIONED BY
THE HIGH COURT OF SOUTH AFRICA (WITWATERSRAND LOCAL DIVISION), ON TUESDAY, 12
DECEMBER 2000. THE ORDER OF COURT SANCTIONING THE SCHEME WAS REGISTERED BY THE
REGISTRAR OF COMPANIES ON WEDNESDAY, 13 DECEMBER 2000. ALL THE CONDITIONS
PRECEDENT TO THE SCHEME HAVE NOW BEEN FULFILLED, AND THE SCHEME WILL BECOME
OPERATIVE ON MONDAY, 18 DECEMBER 2000 (THE "OPERATIVE DATE").

IN TERMS OF THE SCHEME, SHAREHOLDERS OF GENSEC OTHER THAN SANLAM AND ITS
SUBSIDIARIES (THE "SCHEME MEMBERS") WILL RECEIVE R37,00 IN CASH (THE "SCHEME
CONSIDERATION") FOR EACH GENSEC SHARE HELD ON FRIDAY, 15 DECEMBER 2000, AGAINST
SURRENDER BY SCHEME MEMBERS OF THEIR DOCUMENTS OF TITLE.
2.  SURRENDER OF DOCUMENTS OF TITLE

IN ORDER TO RECEIVE THE SCHEME CONSIDERATION, SCHEME MEMBERS WHO HAVE NOT
ALREADY DONE SO, ARE REQUESTED TO SURRENDER THEIR DOCUMENTS OF TITLE AS SOON AS
POSSIBLE TO THE TRANSFER SECRETARIES, MERCANTILE REGISTRARS LIMITED, 7TH FLOOR,
11 DIAGONAL STREET, JOHANNESBURG, 2001 (PO BOX 7184, JOHANNESBURG, 2000) (THE
"TRANSFER SECRETARIES"). TO THIS END, AN ADDITIONAL SURRENDER FORM WILL BE
INCLUDED IN A SURRENDER CIRCULAR WHICH WILL BE POSTED TO SCHEME MEMBERS ON
MONDAY, 18 DECEMBER 2000.

EXISTING DOCUMENTS OF TITLE IN RESPECT OF GENSEC SHARES WILL HAVE NO VALUE FROM
THE COMMENCEMENT OF BUSINESS ON THE OPERATIVE DATE, OTHER THAN FOR SURRENDER IN
EXCHANGE FOR THE SCHEME CONSIDERATION.

THE SCHEME CONSIDERATION WILL BE POSTED TO SCHEME MEMBERS BY THE TRANSFER
SECRETARIES WITHIN FIVE BUSINESS DAYS OF THE OPERATIVE DATE IF SCHEME MEMBERS'
DOCUMENTS OF TITLE ARE SURRENDERED PRIOR TO THE OPERATIVE DATE OR, IF SCHEME
MEMBERS' DOCUMENTS OF TITLE ARE SURRENDERED AFTER THE OPERATIVE DATE, WITHIN
FIVE BUSINESS DAYS OF RECEIPT THEREOF BY THE TRANSFER SECRETARIES, AT THE RISK
OF THE SCHEME MEMBERS CONCERNED.

SUBJECT TO THE SOUTH AFRICAN EXCHANGE CONTROL REGULATIONS, DETAILS OF WHICH ARE
GIVEN IN THE DOCUMENT SENT TO SCHEME MEMBERS DATED MONDAY, 20 NOVEMBER 2000,
CHEQUES WILL BE POSTED BY ORDINARY POST, AT THE RISK OF THE SCHEME MEMBERS
CONCERNED, TO THEIR ADDRESSES INCLUDED IN THE REGISTER OF MEMBERS OF GENSEC.
3.  STOCK EXCHANGE LISTING

THE LISTING OF GENSEC SHARES WILL BE SUSPENDED FROM THE JSE SECURITIES EXCHANGE
SOUTH AFRICA ("JSE") WITH EFFECT FROM THE CLOSE OF TRADING ON WEDNESDAY, 13
DECEMBER 2000, AND WILL BE TERMINATED FROM THE JSE WITH EFFECT FROM THE CLOSE
OF TRADING ON FRIDAY, 22 DECEMBER 2000.
JOHANNESBURG AND BELLVILLE
13 DECEMBER 2000
FINANCIAL ADVISER TO GENSEC

  MORGAN STANLEY SOUTH AFRICA (PROPRIETARY) LIMITED
  (REGISTRATION NUMBER 1994/000261/07)
INVESTMENT BANK TO GENSEC
  GENSEC BANK LIMITED
  (REGISTRATION NUMBER 1996/004744/06)
LEGAL ADVISER TO GENSEC
  WEBBER WENTZEL BOWENS
FINANCIAL ADVISER TO SANLAM
  CHASE
LEGAL ADVISERS TO SANLAM
  CANCA INCORPORATED
  (REGISTRATION NUMBER 1996/006459/21)