NBK / NBKP / IPL - Nedbank Group / Nedbank / Imperial Holdings - Joint voluntary

IPL   NED   NBKP
IPL   NED   NBKP                                                                
NBK / NBKP / IPL - Nedbank Group / Nedbank / Imperial Holdings - Joint voluntary
announcement regarding the acquisition by Nedbank Group of Imperial Holdings`   
49,9% indirect interest in Imperial Bank Limited becoming unconditional         
Nedbank Group Limited                                                           
(Incorporated in the Republic of South Africa)                                  
(Registration number 1966/010630/06)                                            
Share code: NED     NSX: NBK                                                    
ISIN: ZAE000004875                                                              
(`Nedbank Group`)                                                               
Nedbank Limited                                                                 
(Incorporated in the Republic of South Africa)                                  

(Registration number 1951/000009/06)                                            
Share code: NBKP                                                                
ISIN: ZAE000043667                                                              
(`Nedbank`)                                                                     
Imperial Holdings Limited                                                       
(Incorporated in the Republic of South Africa)                                  
(Registration number 1946/021048/06)                                            
Share code: IPL                                                                 
ISIN: ZAE000067211                                                              
(`Imperial Holdings`)                                                           
Joint voluntary announcement regarding the acquisition by Nedbank Group of      
Imperial Holdings` 49,9% indirect interest in Imperial Bank Limited (`Imperial  
Bank`) (`the acquisition`) 
becoming unconditional                               
1    Introduction                                                               
    Shareholders are referred to the terms announcement released by Nedbank     
    Group, Nedbank and Imperial Holdings on the Securities Exchange News        
Service (`SENS`) on Wednesday, 16 September 2009, in which the parties      
    disclosed the terms and conditions precedent relating to the acquisition.   
    In terms of the agreement governing the acquisition (`the acquisition       
    agreement`), Nedbank will acquire Imperial Holdings indirect shareholding   
of 49,9% of the ordinary shares  in Imperial Bank for a purchase            
    consideration which will be settled in instalments over a six month period  
    commencing on the fulfilment of the conditions precedent, the present value 
    thereof being approximately R 1 775 million (`the purchase consideration`)  
as at 30 June 2009, being the reference date for the 
determination of the   
    purchase consideration and from which Nedbank has acquired the economic     
    benefits of the acquisition.                                                
2    Acquisition unconditional                                                  

    With the receipt of the approval of the transaction by the office of the    
    Minister of Finance in terms of Section 37(2)(a)(iv) of the Banks Act,      
    1990, all the conditions precedent to the acquisition have been fulfilled   
and the acquisition will now be implemented by the parties.                 
3    Conclusion of the acquisition                                              
    Nedbank Group intends to submit an application to the South African Reserve 
    Bank in terms of section 54 of the Banks Act whereby it will amalgamate all 
the assets of Imperial Bank with those of Nedbank.                          
    Nedbank has made significant progress in planning the amalgamation in       
    
anticipation of receiving approval for the amalgamation.                    
    Nedbank intends to retain the well established brand and operations of,     
"Motor Finance Corporation", with its focus on fast and efficient service   
    to the motor dealer industry, while integrating other business with         
    existing businesses within Nedbank.                                         
    Hubert Brody, the current Chairman of Imperial Bank as well as a majority   
of the current Board members of Imperial Bank have agreed to remain on the  
    Board of Imperial Bank in their current capacities.                         
4    Settlement of the purchase consideration                                   
    The parties have agreed that the acquisition agreement will be varied such  
that Nedbank Group will undertake to settle the entire purchase             
    consideration due to Imperial Holdings in four cash instalments out of the  
    existing cash resources of Nedbank 
Limited over a period of six months,     
    commencing from 8 February 2010.                                            
5    Imperial Bank earnings update                                              
    Imperial Bank`s unaudited profit after tax for the full financial year to   
    31 December 2009 is expected to increase to between R420 million and R440   
    million when compared to the comparative period audited net profit after    
tax to 31 December 2008 of R361,2 million (an increase of between 16% and   
    22% respectively).                                                          
Sandton                                                                         
8 February 2010                                                                 
Investment bank, corporate adviser Independent lead sponsor to Nedbank          
and sponsor to Nedbank Group and   Group                                        
Nedbank and sponsor to Imperial    -Merrill Lynch South Africa (Pty) 
Ltd-       
Bank                                                                            
- Nedbank Capital, a division of                                                
Nedbank Limited -                                                               
Independent lead sponsor to        Sponsoring broker in Namibia to              
Nedbank                            Nedbank Group                                
-Investec Bank Limited-            -Old Mutual Investment Services              
                                  (Namibia) (Pty) Ltd -                         
Attorneys                                                                       
-ENS-                                                                           
Date: 08/02/2010 17:13:43 Produced by the JSE SENS Department.                  
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implicitly, 
represent, warrant or in any way guarantee the truth, accuracy or   
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