Investec PLC — Capital/Financing Update 2011

Dec 9, 2011

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take, you are recommended to immediately seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 (the "FSMA") if you are in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

This document, which comprises a prospectus relating to the New Investec Shares prepared in accordance with the Prospectus Rules of the UK Listing Authority made under Section 73A of the Financial Services and Markets Act 2000 (the "Prospectus"), has been approved by the Financial Services Authority (the "FSA") in accordance with Section 85 of the FSMA and made available to the public and filed with the FSA in accordance with the Prospectus Rules.

This Prospectus has been prepared in connection with Investec plc and the Admission of New Investec Shares issued pursuant to the Acquisition. No issue of Investec Limited Ordinary Shares is proposed in connection with the Acquisition. Investec plc and Investec Limited are party to dual listed company arrangements, the effect of which is that Investec operates as a single listed group under two separately listed entities. The result of the DLC Structure is that one Ordinary Share and one Investec Limited Ordinary Share represent the same economic interest in Investec as a whole. The assets, results of operations and financial condition of both Investec plc and Investec Limited are relevant to an assessment of an investment in Ordinary Shares. Accordingly, this Prospectus includes information on the business, operations and assets of the Group as a whole and the financial information included in the Prospectus are constituted financial statements of the Group as a whole.

The Existing Shares are listed on the premium segment of the Official List maintained by the FSA and traded on the London Stock Exchange's main market for listed securities. In addition, the Existing Shares are the subject of a secondary listing on the JSE. Applications will be made to the UK Listing Authority and to the London Stock Exchange for the New Investec Shares to be admitted to the premium segment of the Official List of the UK Listing Authority and to trading on the main market for listed securities of the London Stock Exchange, respectively. It is expected that Admission will become effective, and that dealings on the London Stock Exchange in the New Investec Shares will commence, on the Effective Date which, subject to the satisfaction of certain conditions, including the sanction of the Scheme by the Court, is expected to occur at 8.00 a.m. on 14 December 2011. Application will also be made to the JSE for the New Investec Shares to be admitted, by way of a secondary listing, to the JSE List.

Investec plc

(incorporated under the UK Companies Act 1985 and registered in England and Wales with Registered No. 3633621)

Proposed issue and Admission of up to 53,900,000 New Investec Shares in connection with the proposed acquisition of The Evolution Group Plc by Investec plc

BofA Merrill Lynch - Sponsor

The whole of this document and any documents incorporated herein by reference should be read. In particular, your attention is drawn to the risk factors set out on pages 9 to 23 of this document.

Investors should only rely on the information contained in this document and any documents incorporated herein by reference. No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representation must not be relied upon as having been so authorised. Investec plc will comply with its obligations to publish a supplementary prospectus containing further updated information required by law or by any regulatory authority, but assumes no further obligation to publish additional information.

Merrill Lynch International, which is authorised and regulated in the UK by the FSA, is acting for Investec and no one else in connection with the Admission, and will not regard any other person (whether or not a recipient of this document) as its client in relation to and will not be responsible to any person other than Investec for providing the protections afforded to the clients of Merrill Lynch International nor for giving advice in relation to any matter referred to in this document.

The distribution of this document into jurisdictions other than the UK may be restricted by law and, therefore, persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, subject to certain exceptions, this document should not be distributed, forwarded to or transmitted in or into the United States, any Restricted Jurisdiction or into any jurisdiction where offering the New Investec Shares or making them available for subscription or the purpose would breach any applicable law.

This document does not constitute or form part of any offer or invitation to sell or issue, or the solicitation to purchase or subscribe for New Investec Shares in any jurisdiction. The New Investec Shares have not been, and will not be, registered under The US Securities Act of 1933 (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Investec Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States absent registration under the Securities Act or an exemption therefrom. The New Investec Shares issued to existing Evolution Shareholders pursuant to the Scheme are expected to be issued in reliance upon an exemption from the registration requirements of the Securities Act afforded by Section 3(a)(10) thereof. Evolution Shareholders who were affiliates of Investec plc or Evolution prior to the Effective Date will be subject to certain US transfer restrictions relating to the New Investec Shares received pursuant to the Scheme. For a description of these and certain further restrictions on offers, sales and transfers of the New Investec Shares and the distribution of this document, see paragraph 11 of Part I. None of the securities referred to in this Prospectus have been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of this Prospectus. Any representation to the contrary is a criminal offence in the United States.

This document does not constitute, and may not be used for the purposes of, an offer to sell or an invitation or the solicitation of an offer to subscribe for or buy any New Investec Shares by any person in any jurisdiction: (i) in which such offer or invitation is not authorised; (ii) in which the person making such offer or invitation is not qualified to do so; or (iii) in which, or to any person to whom, it is unlawful to make such offer, solicitation or invitation or would impose any unfulfilled registration, publication or approval requirements on Investec plc or Merrill Lynch International or any of their respective directors, officers, agents and advisers. No action has been taken or will by taken in any jurisdiction by any such person that would permit a public offering of New Investec Shares in any jurisdiction where action for that purpose is required, nor has any such action been taken with respect to the possession or distribution of this document other than in any jurisdiction where action of that purpose is required. Neither Investec plc, Merrill Lynch International nor their respective directors, officers, agents or advisers accepts any responsibility for any violation of any restrictions by any other person.

The New Investec Shares have not been and will not be registered or qualified by a prospectus under applicable securities laws of any jurisdiction other than the United Kingdom. Accordingly, the New Investec Shares may not be offered, sold, reoffered, resold, pledged or otherwise transferred in or into any jurisdiction where such an offer or sale would violate the relevant securities laws of such jurisdiction.

None of Investec plc or Merrill Lynch International or their respective representatives is making any representation to any offeree or purchaser of the New Investec Shares offered hereby regarding the legality of investment by such offeree or purchaser under appropriate investment or similar laws. Each prospective investor should consult with his, her or its own advisers as to the legal, tax, business, financial and related aspects of purchase of or subscription for the New Investec Shares.

Apart from the responsibilities and liabilities, if any, that may be imposed on Merrill Lynch International by the FSMA or the regulatory regime established thereunder, no responsibility whatsoever is accepted by Merrill Lynch International and no representation or warranty, express or implied, is made by Merrill Lynch International as to the accuracy, completeness or verification of the information set forth in this document, in connection with Investec plc, the New Investec Shares or the Acquisition and nothing contained in this document is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Merrill Lynch International does not assume responsibility for accuracy, completeness or verification of this document and accordingly disclaims to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this document or any such statement.

GENERAL NOTICE

The contents of this document and the information incorporated herein by reference should not be construed as legal, business or tax advice. This document is for your information only and nothing in this document is intended to endorse or recommend a particular course of action. Each prospective investor should consult his, her or its own legal adviser, financial adviser or tax adviser for advice.

SUMMARY 3
RISK FACTORS9
EXPECTED TIMETABLE OF PRINCIPAL EVENTS24
INDICATIVE ACQUISITION STATISTICS 25
DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS26
PART I INFORMATION ON THE ACQUISITION30
PART II INFORMATION ON INVESTEC38
PART III INFORMATION ON EVOLUTION52
PART IV OVERVIEW OF BUSINESS PERFORMANCE AND OPERATING AND FINANCIAL REVIEW OF INVESTEC54
PART V HISTORICAL FINANCIAL INFORMATION ON INVESTEC 61
PART VI HISTORICAL FINANCIAL INFORMATION ON EVOLUTION 62
PART VII TAXATION63
PART VIII REGULATION70
PART IX ADDITIONAL INFORMATION 81
PART X DOCUMENTATION INCORPORATED BY REFERENCE138
PART XI DEFINITIONS142

SUMMARY

The following summary information should be read as an introduction to the more detailed information appearing elsewhere in this document. Any investment decision relating to the Acquisition and the New Investec Shares should be based on the consideration of the document as a whole (and of the information incorporated by reference into it) and not solely on this summarised information.

Where a claim relating to the information contained in this Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the EEA States, have to bear the costs of translating this Prospectus before the legal proceedings are initiated. Civil liability attaches to those persons who are responsible for this summary, including any translation of this summary, but only if this summary is misleading, inaccurate or inconsistent when read together with other parts of this document.

1 Introduction

On 9 September 2011, the Evolution Directors and the Investec Directors announced that they had reached agreement on the terms of a recommended all share offer under which Investec plc is to acquire the entire issued ordinary share capital of Evolution (the "Acquisition"). The Acquisition, which remains subject to satisfaction of certain conditions, has been unanimously recommended by the Evolution Directors and was approved by the Evolution Shareholders at the Evolution Shareholder Meetings on 27 October 2011.

2 Summary of the terms of the Acquisition

Under the terms of the Acquisition, which is being effected by way of a scheme of arrangement between Evolution and Evolution Shareholders under Part 26 of the Companies Act, the implementation of which remains subject to the satisfaction of certain conditions, Evolution Shareholders will be entitled to receive:

for each Evolution Share 0.23124 New Investec Shares

No dividends will be paid by Evolution between the date of the Announcement and the Effective Date save for the Evolution Interim Dividend. The New Investec Shares issued to Evolution Shareholders pursuant to the Acquisition will rank on issue pari passu in all respects with the existing Ordinary Shares. The New Investec Shares will not rank for Investec plc's interim dividend in respect of the six months ended 30 September 2011 announced on 17 November 2011 and payable on 20 December 2011 as the Effective Date will be after the record date of 9 December 2011 for such dividend.

3 Background to and reasons for the Acquisition

As a specialist bank and asset manager, the Investec Group has focused on developing a balanced and diversified portfolio of businesses serving the needs of select market niches where it can compete effectively. The Group's private client investment management and asset management activities have developed strongly over the past few years and are core components of its business model.

The Investec Group seeks to maintain an appropriate balance between revenue earned from operational risk businesses and revenue earned from financial risk businesses, with the aim that the Investec Group is not over-reliant on any one part of its business to sustain its activities and that it has a large recurring revenue base that the Investec Directors believe enable it to better navigate through varying cycles and to support its long-term growth objectives. The Directors believe that the Acquisition is supportive of these long-term growth objectives.

The Investec Group's current strategic objectives include increasing the proportion of its non-lending revenue base. Against this background, the Investec Group intends to continue to strengthen and develop its private client investment management and asset management platforms.

Evolution's principal operating activities comprise a private client investment management division and an investment banking division. As at 30 June 2011, Evolution had net tangible assets of £108.8 million, which included cash and cash equivalents of £73.7 million.

Investec plc has grown its private client investment management and wealth management operations over many years, most recently with the acquisition in 2010 of the 53% stake in Rensburg Sheppards not already owned by it. The business is now branded as Investec Wealth & Investment with assets under management as at 30 September 2011 of £14.1 billion (£14.9 billion as at 31 March 2011) in the UK forming one of the core pillars of the global Investec Group. The Acquisition is designed to create a major UK player in the private client investment management industry that would benefit from increased resources and expertise and enjoy further economies of scale. There is a strong geographic fit between the two businesses, with Evolution's UK footprint adding to Investec plc's existing UK network through its offices in Birmingham and the South-West of England. Investec plc believes that it is a well-known and respected business, and that this will be reassuring to Williams de Broë's clients and its employees following completion of the transaction and subsequent integration.

Investec plc's UK investment banking business offers a full service mid-market investment banking capability comprising both corporate finance and securities, acting for corporate and institutional clients. The acquisition of Evolution's equities, corporate finance, fixed income and debt advisory activities is designed to augment the existing operations to provide a stronger combined investment banking operation.

Investec believes that the Acquisition represents a compelling strategic fit and that the combination of Investec's existing private client investment management business with that of Williams de Broë will create a stronger platform, allowing it to significantly enhance its market position. Furthermore, there is great potential to generate longer term value for the combined business and its employees. Investec also believes a combination of Evolution Securities with Investec Investment Bank will contribute to its existing strategy to be the leading mid-market investment bank in the UK.

4 Information on the Investec Group

The Investec Group is an international specialist bank and asset manager that provides a diverse range of financial products and services to a select client base. It was founded as a leasing company in Johannesburg in 1974, acquired a banking licence in 1980 and was listed on the JSE in 1986.

In July 2002, the Investec Group implemented a dual listed companies structure, which synthetically merged Investec plc, listed on the Official List and traded on the London Stock Exchange, with Investec Limited, which is listed on the JSE. Investec plc also has a secondary listing on the JSE.

Investec plc together with Investec Limited has a pro forma market capitalisation of approximately £2.9 billion as at 7 December 2011.

The Investec Group has expanded through a combination of substantial organic growth and a series of strategic acquisitions. It now has an efficient integrated international business platform offering all of its core activities in the UK and South Africa, with select activities in Australia and elsewhere.

The Investec Group is organised as a network comprising six business divisions: Asset Management, Wealth & Investment, Property Activities, Private Banking, Investment Banking and Capital Markets. Its head office provides certain group-wide integrating functions and is also responsible for its central funding and the Trade Finance business.

For the six months ended 30 September 2011, the Investec Group in its unaudited interim results reported operating profit (net profit before tax, goodwill, acquired intangibles and non-operating items but after earnings attributable to non-controlling interests) of £223.6 million (£228.2 million for the six months ended 30 September 2010), assets of £49.7 billion (£49.0 billion for the six months ended 30 September 2010), total capital resources of £5.1 billion (£5.0 billion for the six months ended 30 September 2010) and total third party assets under management of £80.0 billion (£77.8 billion for the six months ended 30 September 2010).

For the year ended 31 March 2011, the Investec Group in its audited annual results reported operating profit (net profit before tax, goodwill, acquired intangibles and non-operating items but after earnings attributable to non-controlling interests) of £434.4 million (£432.3 million for the year ended 31 March 2010), assets of £50.9 billion (£46.6 billion for the year ended 31 March 2010), total capital resources of £5.2 billion (£4.4 billion for the year ended 31 March 2010) and total third party assets under management of £88.9 billion (£74.1 billion for the year ended 31 March 2010).

5 Information on Evolution

Evolution is the holding company of Evolution Securities and Williams de Broë. Founded in April 2001, Evolution is listed on the Official List and traded on the London Stock Exchange.

Williams de Broë is one of the UK's fastest growing private client investment managers, with a heritage dating back to 1869 and offices in Bath, Birmingham, Bournemouth, Edinburgh, Exeter, Guildford and London.

As stated in the Scheme Document dated 3 October 2011, the business employed over 150 investment professionals in seven UK locations, including over 70 investment managers with the aim of providing a comprehensive range of investment services to all of its clients and their professional advisers. On 18 November 2011, Evolution announced that its management has taken action to reduce its cost base from the fourth quarter of 2011, which includes reducing its headcount by 60 employees.

As at 30 June 2011, Williams de Broë had assets under management of approximately £6.0 billion. On 20 October 2011, Evolution announced that Williams de Broë completed the acquisition of BNP Paribas Private Investment Management which, as at 30 June 2011, had assets under management of approximately £1.8 billion. On 18 November 2011, Evolution announced that the combined assets under management were £7.1 billion at the end of October 2011.

Evolution Securities is an investment bank focused on serving an international institutional corporate client base, specialising in the UK and European equity and debt markets. Services include equity and fixed income research, institutional sales and trading, equity market making, debt capital markets and equity corporate finance and corporate broking.

For the six months ended 30 June 2011, the Evolution Group reported an after tax profit of £2.8 million and gross assets of £372.1 million. On 18 November 2011, Evolution announced that its income is considerably down in the third quarter of 2011 and that as a result the business is accruing a year to date loss at the adjusted operating level. For the 12 month period ended 31 December 2010, the Evolution Group reported a loss after tax of £2.0 million.

6 Dividend policy

The Group's dividend policy is to maintain a dividend cover of between 1.7 and 3.5 times based on adjusted earnings per share of the Group (combining the results of Investec plc and Investec Limited) before goodwill and non-operating items and after taking into consideration the accrual of dividends attributable to holders of Perpetual Preference Shares and Investec Limited Preference Shares.

In determining the level of dividend to be paid in respect of any financial period, the board of the Group has regard to, among other factors, its capital position and requirements, the profits generated in respect of such period in relation to the general profits trend of the Group, its strategy and certain regulatory and tax considerations.

The holders of shares in Investec plc and Investec Limited will share proportionately on a per share basis all dividends declared by the Group. However, the DLC Structure makes provision through dividend access trusts for either company to pay a dividend directly to the shareholders of the other. As of 30 September 2011, Investec plc had issued 66.3% of the combined issued ordinary share capital of the Group.

7 Current trading, trends and prospects

As at 30 September 2011, the capital adequacy ratio of Investec plc (applying the FSA rules to its capital base) was 17.1% and that of Investec Limited (applying South African Reserve Bank rules to its capital base) was 15.7%. At the same date, the tier 1 ratio for Investec plc was 11.6% and that for Investec Limited was 12.0%.

Investec's diversified business model, level of recurring income, and strong capital and liquidity has supported a stable operational performance against a backdrop of volatile and unstable economic and market conditions during the first six months of the 2012 financial year. Investec's low-capital intensive asset and wealth management businesses have performed well, reporting a strong increase in their contribution to group earnings. The specialist banking businesses have benefited from growth in net interest income and fee income but earnings from principal transactions have been negatively impacted by poor economic fundamentals and market volatility.

The Eurozone crisis continues to affect confidence and activity levels around the world. Markets remain volatile and the future regulatory landscape is still uncertain. Investec has made progress, building further scale in its wealth and asset management businesses and maintaining its absolute level of profitability since the financial crisis began. The Board believes that the Group's diversified business model continues to demonstrate strong defensive qualities and that the Group's experienced management team will continue to navigate a steady course through this period of instability.

8 Summary of risk factors

Shareholders should carefully consider the following key risks:

8.1 Risks relating to the markets in which Investec operates

• Investec's businesses, earnings and financial condition may be affected by the instability in the global financial markets, recent economic environment and euro position
• Market risks, business and general economic conditions and fluctuations could adversely affect Investec's business in many ways

• Social, political and economic risk outside Investec's control may adversely affect its business and results of operations

• The response of governments and regulators to instability in the global financial markets may not be effective

• Government support of the finance and banking industry may have a disproportionate effect on some and an unintended effect on other participants in that industry
• Exchange control regulations in South Africa may have a negative impact on Investec's business
• Failing infrastructure systems may negatively impact the economy generally and the business and results of operations of Investec
• Terrorist acts and other acts of war could have a negative impact on the business and results of operations of Investec
• Fluctuations in exchange rates may adversely affect Investec

8.2 Risks relating to Investec

• Investec's business performance could be affected if its capital resources and liquidity are not managed effectively
• Credit risk exposes Investec to losses caused by financial or other problems experienced by its clients or other third parties
• Liquidity risk may adversely affect Investec's profitability and results, while excess liquidity may negatively impact Investec's returns
• Investec's borrowing costs and its access to the debt capital markets depend significantly on its credit ratings
• Certain financial instruments are recorded at fair value under relevant accounting rules. To determine fair value, Investec uses financial models which require it to make certain assumptions, judgements and estimates which may change over time
• Investec may be vulnerable to the failure of its information and operating systems and breaches of its security systems
• Investec's risk management policies and procedures may leave it exposed to risks which have not been identified by such policies or procedures
• Operational risk may disrupt Investec's business or result in regulatory action
• The financial services industry in which Investec operates is intensely competitive
• Investec may have difficulty expanding and integrating its operations
• Future growth in Investec's earnings depends on strategic decisions regarding organic growth and potential acquisitions
• Investec may be unable to recruit, retain and motivate key personnel
• Employee misconduct could harm Investec and is difficult to detect
• Exposure to pension risk in UK operations

8.3 Risks relating to Investec's fiscal, legal and regulatory compliance

• Legal and regulatory risks are substantial in Investec's businesses
• Legal liability
• Regulatory risks
• ICB banking reform
• Tax related risks

8.4 Risks relating to the DLC Structure

• The DLC Structure is complex
• The DLC Structure may affect the Group's ability to pay dividends
• No blanket cross guarantees are to be put in place between Investec plc and Investec Limited
• Future changes in the legal and regulatory environment may mean that the DLC Structure will no longer be viable
• Dividends received under the dividend access arrangements may have a different tax treatment

8.5 Risks relating to the Acquisition and the Ordinary Shares

• Future share issues may lead to dilution of ownership and have an adverse effect on the market price of the Ordinary Shares
• The perceived benefits of the Acquisition may not be realised
• Integration of Evolution may be difficult
• The market value of listed securities may fluctuate

RISK FACTORS

Any investment in Investec and the New Investec Shares are subject to a number of risks. Accordingly, investors and prospective investors should carefully consider all of the information set out in this Prospectus and all of the information incorporated by reference into this Prospectus, including, in particular, the risks described below, prior to making an investment decision in Investec and the New Investec Shares. Investec's business, financial condition or results of operations could be materially and adversely affected by any of the risks described below. In such case, the market price of the Ordinary Shares may decline and investors may lose all or part of their investment.

This section addresses the existing and future material risks to the Group's and the Enlarged Group's business, the Acquisition, the DLC Structure and the Ordinary Shares. These risks should not be regarded as a complete and comprehensive statement of all potential risks and uncertainties. Additional risks and uncertainties that are not presently known to the Board, or which they deem immaterial, may also have an adverse effect on Investec's operating results, financial condition and prospects. The information given is as at the date of this Prospectus and, except as required by the FSA, the London Stock Exchange, the Listing Rules, the Prospectus Rules, the Disclosure and Transparency Rules, the City Code or any other law or regulation will not be updated.

Risks relating to the markets in which Investec operates

Investec's businesses, earnings and financial condition may be affected by the instability in the global financial markets, recent economic environment and euro position

The performance of Investec may be influenced by the economic conditions of the countries in which it operates, particularly the UK, South Africa and Australia. The outlook for the global economy over the near to medium term remains uncertain, in particular in European markets due to the current sovereign debt and euro position including speculation around the future of the euro.

In addition, the global financial system has yet to fully overcome the difficulties which first manifested themselves in mid-2007, and financial market conditions have not yet fully normalised. These difficulties have recently been demonstrated by the current uncertainty in the European markets.

The financial conditions since mid-2007 have led to severe dislocation of financial markets around the world and unprecedented levels of illiquidity since 2008, resulting in the development of significant problems at a number of the world's largest corporate institutions operating across a wide range of industry sectors, many of whom are Investec's customers and counterparties in the ordinary course of its business.

In response to this economic instability and illiquidity in the market, a number of governments have intervened in order to inject liquidity and capital into the financial system. Despite such measures, the volatility and disruption of the capital and credit markets have continued, and global economic conditions are expected to remain challenging in the near to medium term. These conditions have exerted, and may continue to exert, downward pressure on asset prices and on availability and cost of credit for financial institutions and will continue to impact the credit quality of Investec's customers and counterparties. Such conditions, alone or in combination with regulatory changes or actions of governments or other market participants, may cause Investec to incur losses, experience reductions in business activity, find continued participation in certain markets more challenging, and experience increased funding costs and funding pressures, lower share prices, decreased asset values, additional write-downs and impairment charges and lower profitability.

The precise nature of all the risks and uncertainties Investec faces as a result of current economic conditions cannot be predicted and many of these risks are outside the control of Investec and materialisation of such risks may adversely affect Investec's financial condition and results of operations.

Market risks, business and general economic conditions and fluctuations could adversely affect Investec's business in many ways

Investec's businesses and revenues are materially affected by the conditions in the financial markets and economic conditions generally around the world. Changes in underlying market risks, business and general economic conditions may have an adverse effect on Investec's results of operations and financial condition.

Trading and investment activities

Investec maintains trading and investment positions in various financial and other assets, including equity, fixed income, currency and related derivative instruments and real estate. At any point in time these positions could be either long positions, such that Investec will benefit from upward movements in the market prices of these assets, or short positions, such that it will benefit from downward movements in the market prices of these assets. These financial markets are sometimes subject to significant stress conditions where steep falls in perceived or actual asset values are accompanied by severe reductions in market liquidity. In dislocated markets, hedging and other risk management strategies may not be as effective as they are in normal market conditions. Market instability of this nature could result in Investec incurring losses.

Investment banking and corporate banking revenues

Investec's investment banking revenues and corporate banking are directly related to the number and size of the transactions in which Investec participates and general corporate and institutional activity. Accordingly, any reduction in the number and/or size of such transactions and a slowdown in corporate activity will adversely affect its results of operations. Some of Investec's investment banking division's revenues are derived from direct or principal investments or from the management of private equity portfolios. These revenues are dependent upon the performance of the underlying investments and the ability to realise value upon exit from the investments and, as such, revenues, returns and profitability may fluctuate, impacting Investec's results of operations and financial condition.

Private banking revenues

Investec's private banking business has a predominance towards lending related activity, notably structured property finance, although there is no individual concentration risk and there is little lending against speculative property development. The property markets in all core geographies in which Investec operates have experienced an overall decline since 2007. A further deterioration, which could occur as a result of the unstable market conditions, could affect the quality of Investec's security relating to such loans and could negatively impact on the level of impairments required to be recorded in the event that a borrower defaults. Furthermore, the deterioration in financial markets has affected general private client activity which has had a marked impact on the results of the Private Banking division. Should these conditions persist, profitability levels will remain under pressure and further deterioration which could occur as a result of unstable market conditions may have an impact on its results of operations.

Commissions and asset management fees

Adverse market conditions would be likely to lead to a decline in the volume and value of stockbroking transactions that Investec executes for its clients and therefore would have a negative impact on its operating income. In addition, because the portfolio management fees that Investec charges are in many cases based on the value of those portfolios, adverse market conditions, the market downturn or any other factor, including underperformance against benchmarks and reputational damage, that reduces the value of clients' portfolios or increases the amount of withdrawals would reduce the amount of revenue received from Investec's asset and investment management businesses and adversely affect its results of operations.

Net interest earnings

Investec is exposed to the risk that interest rates paid to depositors and yields earned from loans change at different times with varying degrees of predictability. If the interest rates paid to depositors rise at a faster rate than the yields earned from loans, then Investec's results of operations may be adversely affected. In certain circumstances, the drive to raise deposits can result in deposit takers, such as Investec, offering attractive interest rates potentially at a rate that is fixed for a prescribed period. Such measures, in turn, can negatively impact net interest earnings if there is no corresponding increase in the scale or pricing of lending activities. As such, Investec's exposure to sudden movements in the pricing of interest rates and of credit may have a negative impact on Investec's net interest earnings and, in turn, its results of operations and financial conditions. In addition, Investec's results are affected by the return earned on its capital base, which, in turn, is significantly influenced by the level of interest rates and further reductions in interest rates could adversely affect Investec's results of operations.

Social, political and economic risk outside Investec's control may adversely affect its business and results of operations

Unfavourable economic, political, military and diplomatic developments producing social instability or legal uncertainty may affect both the performance and demand for Investec's products and services. Investec's businesses, results of operations and financial condition could be materially adversely affected by changes in government or the economic, regulatory or other policies of the governments of the jurisdictions in which Investec operates. Among others, the actions of such governments in relation to employee relations, salaries, the setting of interest rates, or in relation to exerting controls on prices, exchange rates or local and foreign investment, may adversely affect Investec's business and results of operations.

The response of governments and regulators to instability in the global financial markets may not be effective

In times of economic instability, governments and regulators are faced with pressure from a variety of sources, including market participants, the media, investor organisations and others, to reform the existing financial and regulatory system. There can be no guarantee that the response of governments and regulators in the jurisdictions in which Investec operates, and the reforms proposed thereby, will be effective or that the timing of responses (which might otherwise have been effective) will be appropriate. In addition, any such measures taken may negatively impact Investec's business even when they achieve their policy goals.

In the past, governments and regulators in some jurisdictions have responded to pressure of the kind referred to above by greatly increasing regulation. Reforms which increase the compliance and reporting burdens of companies can have unintended effects on the environment within which companies operate. There can be no guarantee that the governments and regulators in the jurisdictions in which Investec operates will not make policy decisions to implement reforms which increase the burdens faced by Investec in relation to compliance and reporting. This could increase the costs Investec has to devote to compliance and reporting and, in turn, could have a negative effect on Investec's financial condition and results of operations.

Government support of the finance and banking industry may have a disproportionate effect on some and an unintended effect on other participants in that industry

The actions of some governments, providing support to certain participants in the finance and banking industry (whether explicitly or implicitly), have had and will continue to have a fundamental effect on the industry. Whether such actions have had a positive effect on the industry as a whole and/or the wider economy, there is a risk that those participants in the industry who have not received such government support, including Investec, may have been and may continue to be disadvantaged. For example, it is possible that those banks which have not received the support of governments may be perceived by potential clients as lacking stability. Such a perception may lead to a loss of clients by smaller participants in the industry, including Investec, if clients, for example, take deposits to an institution perceived to be more secure. If this were to occur, Investec's financial condition and results of operations may be adversely affected.

Exchange control regulations in South Africa may have a negative impact on Investec's business

South African exchange control regulations provide for a common monetary area ("CMA") consisting of South Africa, Namibia, Lesotho and Swaziland. Transactions between South African residents and non-CMA residents are subject to South African exchange control regulations. South African residents, including companies, are generally not permitted to export capital from South Africa or to hold foreign currency without the approval of the South African Reserve Bank, and restrictions are imposed on their foreign investments. This has historically imposed significant constraints on the development of Investec's business. While Investec plc is not subject to such restrictions, Investec Limited and other members of the Investec Limited Group continue to be bound by such restrictions.

Relaxation or abolition of exchange controls may change the capital flows to and from South Africa. If changes to exchange controls result in large capital outflows, Investec's South African business could be adversely affected, which could in turn have a material adverse effect on Investec's results of operations and financial condition.

Failing infrastructure systems may negatively impact the economy generally and the business and results of operations of Investec

Each of the main jurisdictions in which Investec operates has been subject to large-scale failings of infrastructure in the recent past. Events such as electricity supply failures, the shut-down of transport systems due to inclement weather (such as snow or extreme heat) or postal, train/tube or other strikes have a negative impact on the ability of most firms, including Investec, to do business. The regular occurrence of such events or timing of the occurrence of such events could have an adverse effect on Investec's operations.

Terrorist acts and other acts of war could have a negative impact on the business and results of operations of Investec

Terrorist acts, other acts of war or hostility and responses to those acts may create economic and political uncertainties, which could have a negative impact on global economic conditions generally and may directly affect the countries in which Investec operates, and more specifically the business and results of operations of Investec in ways that cannot be predicted.

Fluctuations in exchange rates may adversely affect Investec

A substantial proportion of Investec's operations are conducted by Investec entities outside the United Kingdom. The results of operations and the financial condition of Investec's individual companies are reported in the local currencies in which they are domiciled, including Rand and Australian Dollars. These results will then be translated into pounds sterling at the applicable foreign currency exchange rates for inclusion in Investec's consolidated financial statements. The exchange rates between local currencies and pounds sterling have historically fluctuated. The translation effect of such fluctuations in the exchange rates of the currencies of those countries in which Investec operates against pounds sterling may adversely affect Investec's results of operations and financial condition.

While Investec has implemented certain risk management methods to mitigate and control these and other market risks to which it is exposed, it is difficult to predict with accuracy changes in economic or market conditions and to anticipate the effects that such changes could have on Investec's financial performance and business operations.

Risks relating to Investec

Investec's business performance could be affected if its capital resources and liquidity are not managed effectively

Investec's capital and liquidity is critical to its ability to operate its businesses, to grow organically and to take advantage of strategic opportunities. Investec mitigates capital and liquidity risk by careful management of its balance sheet through, for example, capital and other fund-raising activities, disciplined capital allocation, maintaining surplus liquidity buffers and diversifying its funding sources. Investec is required by regulators in the UK, South Africa, Australia and other jurisdictions in which it undertakes regulated activities, to maintain adequate capital and liquidity. The maintenance of adequate capital and liquidity is also necessary for Investec's financial flexibility in the face of any turbulence and uncertainty in the global economy.

Extreme and unanticipated market circumstances, similar to those experienced in the recent financial crisis and situations arising from a further deterioration in the Eurozone, may cause exceptional changes in Investec's markets, products and other businesses. Any exceptional changes, including, for example, substantial reductions in profits and retained earnings as a result of write-downs or otherwise, delays in the disposal of certain assets or the ability to access sources of liability, including customer deposits and wholesale funding, as a result of these circumstances, or otherwise, that limit Investec's ability effectively to manage its capital resources could have a material adverse impact on Investec's profitability and results. If such exceptional changes persist, Investec may not have sufficient financing available to it on a timely basis or on terms that are favourable to it to develop or enhance its businesses or services, take advantage of business opportunities or respond to competitive pressures.

As a result of recently proposed regulatory initiatives, minimum regulatory requirements imposed on the Group could be subject to change in the future. For example, the Basel Committee issued final proposals in December 2010 on the areas of capital and liquidity, with the goal of promoting a more resilient banking sector. The proposals include risk weighing of asset classes and introducing a global minimum liquidity standard for the banking sector. The proposals are yet to be implemented into law within the Group's operating jurisdictions. There is no certainty regarding the final requirements and timing of implementation of any of these proposed regulatory changes; however, implementation of the resulting changes is expected to begin at the end of 2011 with substantial transitional arrangements. In addition, on 27 October 2011, the European leaders announced that they had agreed a package of measures aimed at restoring confidence and addressing current tensions in the financial markets. Under the proposal, European banks will be required to display a core tier 1 capital ratio of 9% by 30 June 2012, after sovereign debt holdings have been marked to market. There is currently significant uncertainty regarding the finalisation and implementation of these reforms. As at 30 September 2011, Investec plc had a tier 1 capital adequacy ratio of 11.6% and Investec Limited had a tier 1 capital adequacy ratio of 12.0%. Investec intends to continue to hold capital in excess of regulatory requirements to ensure that it remains well capitalised in a vastly changing banking environment.

If revised regulatory requirements similar to those outlined above are introduced by regulators, then this could result in inefficiencies in and/or a requirement to review the Group's balance sheet structure which may adversely impact Investec's profitability and results.

Any failure by Investec to maintain any increased regulatory capital requirements or to comply with any other requirements introduced by regulators could result in intervention by regulators or the imposition of sanction, which may have a material adverse effect on Investec's profitability and results.

Credit risk exposes Investec to losses caused by financial or other problems experienced by its clients or other third parties

Risks arising from changes in credit quality and the recoverability of loans and amounts due from counterparties are inherent in a wide range of Investec's businesses. Investec is exposed to the risk that third parties that owe it money, securities or other assets will not perform, or will be unable to perform, their obligations which could adversely affect Investec's results of operations or financial condition. These parties include clients, governments, trading or reinsurance counterparties, clearing agents, exchanges, other financial intermediaries or institutions, as well as issuers whose securities Investec holds, who may default on their obligations to Investec due to bankruptcy, lack of liquidity, operational failure, economic or political conditions or other reasons. The occurrence of such events has led and may lead to future impairment charges and additional write-downs and losses for Investec. In addition, the information that Investec uses to manage its credit risk may be inaccurate or incomplete, leading to an inability on the part of Investec to manage its credit risk effectively.

Liquidity risk may adversely affect Investec's profitability and results, while excess liquidity may negatively impact Investec's returns

Liquidity risk is the risk that Investec will be unable to meet its obligations as they fall due. This risk is inherent in banking operations and can be heightened by a number of enterprise-specific factors such as an over-reliance on a particular source of funding or changes in credit ratings or by market-wide phenomena such as market dislocation and major disasters.

In extreme or unprecedented market conditions, as were experienced during the recent financial crisis and as may be experienced in situations arising from a further deterioration in the Eurozone, credit markets worldwide may experience a severe reduction in liquidity and term-funding. During such times, perception of counterparty risk between banks may also be increased significantly. As was experienced during the period from the second half of 2007, any increase in perceived counterparty risk may lead to reductions in inter-bank lending, and hence, in common with many other banking groups, Investec's access to traditional sources of liquidity may be restricted. Further, in times of liquidity stress, the financial instruments that Investec normally issues in order to raise liabilities may be more difficult to place in the market. Investec's liquidity management focuses on maintaining a diverse and appropriate funding strategy for its operations in controlling the mismatch of maturities and on carefully monitoring of its undrawn commitments and contingent liabilities. However, in such extreme circumstances, constraints on Investec's ability to access sources of liability, including customer deposits and wholesale funding or through the issue or sale of complex financial assets and other assets, could have an effect on Investec's results.

The difficult market conditions facing the financial services industry have been reflected in shortages of liquidity, lack of funding, pressure on capital and extreme price volatility across a wide range of asset classes. Illiquidity of these assets has prevented the realisation of existing asset positions and has constrained risk distribution in ongoing banking activities. The difficult market conditions have also highlighted the importance of a strong diversified core deposit base leading to increased competition for such deposits and the risk of deposit migration. Investec operates in the markets affected by illiquidity and extreme price volatility, either directly or indirectly, through exposures to securities, loans, derivatives and other commitments. While it is difficult to predict when conditions similar to those described above will exist, how long they will persist and which of Investec's markets, products and businesses will be affected, any reoccurrence and/or a long continuation of such conditions could have an adverse effect on Investec's profitability and results.

Conversely, an excess of liquidity that has been built up in response to concerns about the market environment may result in inefficiencies in the Group's funding structure which itself may adversely impact Investec's profitability and results.

Investec's borrowing costs and its access to the debt capital markets depend significantly on its credit ratings

Rating agencies, which determine Investec's own credit ratings and thereby influence Investec's cost of funds, take into consideration management effectiveness and the success of Investec's risk management processes. Rating agencies have, in the past, altered their ratings of all or a majority of the participants in a given industry as a result of the risks affecting that industry or have altered the credit ratings of Investec or instruments issued by Investec specifically. For example, on 30 November 2011, Fitch downgraded Investec Bank plc's (a subsidiary of Investec plc) Long Term Issuer Default Rating to BBB- from BBB and its Viability Rating to bbb- from bbb and stated that the outlook on the Long Term Issuer Default Rating is negative. There can be no guarantee that Investec will not be subject to further downgrades to its credit ratings.

A reduction in Investec's long- or short-term credit ratings could increase its borrowing costs, limit its access to the capital markets and trigger additional collateral requirements in derivative contracts and other secured funding arrangements. Credit ratings are also important to Investec when competing in certain markets, such as longer-term over-the-counter derivatives. Any further changes in the credit ratings of Investec could negatively impact the volume and pricing of Investec's funding, and this could impact profit.

Certain financial instruments are recorded at fair value under relevant accounting rules. To determine fair value, Investec uses financial models which require it to make certain assumptions and judgements and estimates which may change over time

Under IFRS, Investec is required to carry certain financial instruments on its balance sheet at fair value, including, among others, trading assets (which include certain retained interests in loans that have been securitised), available-for-sale securities and derivatives. Generally, in order to establish the fair value of these instruments, Investec relies on quoted market prices or internal valuation models that utilise observable market data. In certain circumstances and over the last two years in particular, however, the ability of Investec and other financial institutions to establish fair values has been influenced by the lack of readily available observable market prices and data and the fact that the availability or reliability of such information has diminished due to market conditions. Furthermore, in common with other financial institutions, Investec's processes and procedures governing internal valuation models are complex and require Investec to make assumptions, judgements and estimates in relation to matters that are inherently uncertain, such as expected cash flows from a particular asset class, the ability of borrowers to service debt, house price appreciation and depreciation, and relative levels of defaults and deficiencies. Such assumptions, judgements and estimates may need to be updated to reflect changing trends in relation to such matters. To the extent Investec's assumptions, judgements or estimates change over time in response to market conditions or otherwise, the resulting change in the fair value of the financial instruments reported on Investec's balance sheet could have a material adverse effect on Investec's earnings.

Financial instruments are valued differently under relevant applicable accounting rules depending upon how they are classified. For example, assets classified as held-to-maturity are carried at cost (less provisions for permanent impairment) while trading assets are carried at fair value. Similar financial instruments can be classified differently by a financial institution depending upon the purpose for which they are held and different financial institutions may classify the same instrument differently. In addition, financial institutions may use different valuation methodologies which may result in different fair values for the same instruments.

Accordingly, Investec's carrying value for an instrument may be materially different from another financial institution's valuation of that instrument or class of similar instruments.

Furthermore, a fair value determination does not necessarily reflect the value that can be realised for a financial instrument on a given date. As a result, assets and liabilities carried at fair value may not actually be able to be sold or settled for that value. If such assets are ultimately sold or settled for a lower or greater value, the difference would be reflected in a write-down or gain. The difference between the fair value determined at a particular point in time and the ultimate sale or settlement value can be more pronounced in volatile market conditions or during periods when there is only limited trading of a particular asset class from which to establish fair value. This can result in a significant negative impact on Investec's financial condition and results of operations due to an obligation arising to revalue assets at a fair value significantly below the value at which Investec believes it could ultimately be realised.

Investec may be vulnerable to the failure of its information and operating systems and breaches of its security systems

Investec relies on the proper functioning of its information and operating systems which may fail as a result of hardware or software failure or power or telecommunications failure. The occurrence of such a failure may not be adequately covered by its business continuity planning. Any significant degradation, failure or lack of capacity of Investec's information systems or any other systems in the trading process could therefore cause it to fail to complete transactions on a timely basis, could have an adverse effect on its business, results of operations and financial condition or could give rise to adverse regulatory and reputational consequences for Investec's business.

The secure transmission of confidential information is a critical element of Investec's operations. Investec's networks and systems may be vulnerable to unauthorised access and other security problems. Investec cannot be certain that its existing security measures will prevent security breaches including break-ins, viruses or disruptions. Persons that circumvent the security measures could use Investec's or its client's confidential information wrongfully which could expose it to a risk of loss, adverse regulatory consequences or litigation.

Investec's future success will depend in part on its ability to respond to changing technologies and demands of the market place. Investec's failure to upgrade its information and communications systems on a timely or cost-effective basis could have an adverse effect on its business, financial condition and/or operating results and could damage its relationships with its clients and counterparties.

Investec's risk management policies and procedures may leave it exposed to risks which have not been identified by such policies or procedures

Investec has devoted significant resources to developing its risk management policies and procedures, particularly in connection with credit, market and other banking risks, and expects to continue to do so in the future. Nonetheless, its risk management techniques may not be fully effective in mitigating its risk exposure in all market environments or against all types of risk. Some of Investec's methods of managing risk are based upon its use of observed historical market behaviour. As a result, these methods may not predict future risk exposures, which could be significantly greater than historical measures indicate. Other risk management methods depend upon evaluation of information regarding the markets in which Investec operates, its clients or other matters that are publicly available or otherwise accessible by Investec. This information may not be accurate in all cases, complete, up-to-date or properly evaluated. Any failure of Investec's risk management techniques may have a material adverse effect on its results of operations and financial condition.

Operational risk may disrupt Investec's business or result in regulatory action

Operational losses can result, for example, from fraud, errors by employees, failure to document transactions properly or to obtain proper authorisation, failure to comply with regulatory requirements and conduct of business rules, equipment failures, natural disasters or the failure of systems and controls, including those of Investec's suppliers or counterparties. Although Investec has implemented risk controls and loss mitigation actions, and substantial resources are devoted to developing efficient procedures, reporting systems and to staff training, it is not possible to be certain that such actions have been or will be effective in controlling each of the operational risks faced by Investec. Notwithstanding anything contained in this risk factor, it should not be taken as implying that Investec will be unable to comply with its regulatory obligations. Any operational failure may cause serious reputational or financial harm and could have a material adverse effect on Investec's results of operations, reputation and financial condition.

The financial services industry in which Investec operates is intensely competitive

Consolidation in the financial services industry is an increasingly competitive activity in companies that are capable of offering a wide array of financial products at competitive prices, with globalisation leading to increased competition in capital markets and financial services at global and local levels alike. In addition, technological advances, the growth of e-commerce, regulatory developments and public sector participation or guarantees have made it possible for non-deposit taking institutions to offer products and services that traditionally were the preserve of banks. The prominence in recent years of sovereign wealth funds, private equity and hedge funds as alternative sources of funding, which caused an increase in competition for traditional financial institutions, is now changing and the financial services industry is experiencing a decline in such sources of funding as the market is less able to sustain such investment and as investors seek safer, more traditional alternatives. Competition may further intensify or the competitive landscape may change as the consolidation of financial services companies continues and others are brought into part or full public ownership in response to the current market conditions. The shape of the financial industry may be influenced greatly by the manner in which some large financial services companies owned in part or in full by the government are operated. Similarly, if businesses in which the government has taken a part or full stake are sold into the private sector then, depending on the identity of the buyers, this may change the competitive landscape of the industry still further and potentially increase competition in the markets in which Investec operates. Investec's ability to grow its businesses, and therefore its earnings, is affected by these competitive pressures, which could have an adverse impact on Investec's business, operating results and financial condition.

Investec may have difficulty expanding and integrating its operations

In the past, Investec has made numerous acquisitions of companies and businesses. Although Investec's current focus is primarily on growing its business organically, as part of its business strategy, the Group continues to evaluate potential acquisition and investment opportunities.

Any acquisitions which Investec has completed or does complete, including the Acquisition, are accompanied by the risks commonly encountered with acquisitions of companies or businesses. Such risks include the difficulty of integrating the operations and personnel of the acquired businesses, the potential disruption to Investec's own business, the assumption of unexpected liabilities relating to the acquired assets, businesses or the existing clients of such businesses and the possibility that indemnification agreements with the sellers of such assets may be unenforceable or insufficient to cover potential liabilities, the imposition and maintenance of common standards, controls, procedures and policies, and the impairment of relationships with employees and counterparties as a result of difficulties arising out of integration. Furthermore, the value of any business Investec acquires or invests in may be less than the amount Investec pays for it if, for example, there is a decline in the position of that business in the relevant market in which it operates or there is a decline in that market generally.

Future growth in Investec's earnings depends on strategic decisions regarding organic growth and potential acquisitions

Investec devotes substantial management and planning resources to the development of strategic plans for organic growth and potential acquisitions by attaining more business from existing customers, expanding Investec's customer base and the identification of possible acquisitions. If these expenditures and efforts do not meet with success, Investec's results of operations may grow more slowly or decline.

Investec may be unable to recruit, retain and motivate key personnel

Investec's performance is largely dependent on the talents and efforts of key personnel, many of whom have been employed by Investec for a substantial period of time and have developed with the business. Competition in the financial services industry for qualified employees is intense. Further, Investec's ability to implement its strategy depends on the ability and experience of its senior management and other key employees. The loss of the services of certain key employees, particularly to competitors, could have a negative impact on the Group's business. Investec's continued ability to compete effectively and further develop its businesses depends on its ability to retain, remunerate and motivate its existing employees and to attract new employees and qualified personnel competitively with its peers. Many of Investec's peers within the industry are beginning to pursue remuneration structures which involve higher base salaries and a relatively lower proportion of performance related pay (or bonuses). Investec's remuneration policies and practices tend to emphasise the importance of performance and, as such, the proportion of employees' pay packages which are variable may be higher than that of its competitors. It is possible that employees perceive higher base salaries, albeit coupled with lower levels of performance related bonuses, as an attractive proposition, which may affect Investec's ability to retain key personnel. Alternatively, Investec may be forced to raise base salaries to attract and retain key personnel. The effect of this would be to increase Investec's fixed cost base, which would make it more difficult for Investec to lower its cost base in reaction to adverse markets or other circumstances when required.

In addition, the South African operations of Investec have been and may continue to be affected by the increase in recent years of the rate of emigration of skilled labour from South Africa. In each of the markets in which Investec operates, the future loss of qualified employees, including, in particular, a team of traders or key fund managers, or the inability to identify, hire, train and retain other qualified personnel could have an adverse effect on Investec's business, financial condition or operating results.

Employee misconduct could harm Investec and is difficult to detect

Investec runs the risk that employee misconduct could occur. Misconduct by either existing employees or those inherited as a result of acquisitions could include binding Investec to transactions that exceed authorised limits or present unacceptable risks, or concealing from Investec unauthorised or unsuccessful activities, which, in either case, may result in unknown and unmanaged risks or losses. Employee misconduct could also involve the improper use or disclosure of confidential information, which could result in regulatory and legal sanctions and significant reputational and/or financial harm and could have a material adverse effect on Investec's results of operations and financial condition. It is not always possible to deter employee misconduct, and the precautions Investec takes to prevent and detect this activity may not be effective in all cases.

Exposure to pension risk in UK operations

There are two defined benefit schemes within Investec plc and both are closed to new business. The nature of a defined benefit pension scheme means that the funding level of the schemes are subject to factors outside the Group's control which could result in a deficit in the schemes at future valuations. These factors include government regulation, investment returns, discount rates for valuing liabilities, life expectancy and inflation. As a result, it is not possible to predict accurately the future funding level of the Investec plc defined benefit schemes, deficit repayment periods or employer cash contribution obligations and accounting charges with any degree of certainty. If there is a deficit in the schemes at future valuations, the Group may be required to make additional cash contributions to the scheme in the future, preventing the use of cash for other purposes, which could have an adverse impact on the Group's business, financial condition and/or operating results.

Risks relating to Investec's fiscal, legal and regulatory compliance

Legal and regulatory risks are substantial in Investec's businesses

Substantial legal liability or a significant regulatory action against Investec could have a material adverse effect or cause significant reputational harm to Investec, which, in turn, could seriously harm Investec's business prospects and have an adverse effect on its results of operations and financial condition.

Legal liability

Investec faces significant legal risks, and the volume and amount of damages claimed in litigation against financial intermediaries generally is increasing. These risks include potential liability under securities or other laws for materially false or misleading statements made in connection with the sale of securities and other transactions, potential liability for advice Investec provides to participants in corporate transactions and disputes over the terms and conditions of complex trading arrangements. Investec also faces the possibility that counterparties in complex or risky trading transactions will claim that Investec improperly failed to inform them of the risks or that they were not authorised or permitted to enter into these transactions with Investec and that their obligations to Investec are not enforceable.

In those parts of Investec's business that are focused on the provision of portfolio management and stockbroking services, Investec is exposed to claims that it has recommended investments that are inconsistent with a client's investment objectives or that it has engaged in unauthorised or excessive trading, including in connection with split capital investment trusts. Investec is also exposed to claims from dissatisfied customers as part of the increased trend of performance-related litigation, for example, in association with its operations relating to the provision of wealth management advice. Investec may also be subject to claims arising from disputes with employees for, among other things, alleged discrimination or harassment. These risks may often be difficult to assess or quantify and their existence and magnitude often remain unknown for substantial periods of time. Liability resulting from any of the foregoing or other claims could have a material adverse effect on Investec's results of operations and financial condition.

These issues require Investec to deal appropriately with, inter alia, potential conflicts of interest; legal and regulatory requirements; ethical issues; anti-money laundering laws or regulations; privacy laws; information security policies; sales and trading practices; and conduct by companies with which it is associated. Failure to address these issues appropriately may give rise to additional legal and compliance risk to Investec, with an increase in the number of litigation claims and the amount of damages asserted against Investec, or subject Investec to regulatory enforcement actions, fines, penalties or reputational damage.

Regulatory risks

Investec is subject to extensive regulation by governmental and other regulatory organisations in the jurisdictions in which it operates around the world, including, in particular, the South African Reserve Bank in South Africa, the FSA in the UK and the Australian Prudential Regulation Authority in Australia.

In addition, Investec is subject to extensive and increasing legislation, regulation, accounting standards and changing interpretations thereof in the various countries in which Investec operates. The requirements imposed by Investec's regulators, including capital adequacy, are designed to ensure the integrity of financial markets and to protect customers and other third parties who deal with Investec. These requirements are not in all cases designed to protect Investec's shareholders.

In addition, new laws are introduced, and existing laws are amended from time to time, including tax, consumer protection, privacy and other legislation, which affect the environment in which Investec operates. Governmental policies and regulatory changes in the other areas which could affect Investec include:

the monetary, interest rate and other policies of central banks and regulatory authorities;

• general changes in government or regulatory policy or changes in regulatory regimes that may significantly influence investor decisions in particular markets in which Investec operates or may increase the costs of doing business in those markets;
• other general changes in the regulatory requirements, such as prudential rules relating to the capital adequacy and liquidity framework;
• changes in competition and pricing environments;
• further developments in the financial reporting environment;
• further developments in the corporate governance, conduct of business and employee compensation environments;
• expropriation, nationalisation, confiscation of assets and changes in legislation relating to foreign ownership;
• changes in South African legislation relating to black economic empowerment; and
• other unfavourable political, military or diplomatic developments producing social instability or legal uncertainty which, in turn, may affect demand for Investec's products and services.

Consequently, changes in these governmental policies and regulation may limit Investec's activities, which could have an adverse effect on Investec's results.

It is widely expected that as a result of recent interventions by governments in response to global economic conditions, there will be a substantial increase in government regulation and supervision of the financial services industry, including the imposition of higher capital requirements, heightened disclosure standards and restrictions on certain types of transaction structures. If enacted, such new regulations could significantly impact the profitability and results of firms operating within the financial services industry, including entities within the Group, or could require those affected to enter into business transactions that are not otherwise part of their preferred strategies, prevent the continuation of current lines of operations, restrict the type or volume of transactions which may be entered into or set limits on, or require the modification of, rates or fees that may be charged on certain loan or other products. Such new regulations may also result in increased compliance costs and limitations on the ability of Investec or others within the financial services industry to pursue business opportunities.

In the UK for example, the Banking Act 2009 includes a "Special Resolutions Regime" which gives wide powers in respect of UK banks and their parent companies to the UK Treasury, the FSA and the Bank of England in circumstances where any such UK bank has encountered, or is likely to encounter, financial difficulties. In addition, expected regulatory developments, including tighter capital adequacy rules and the introduction of liquidity and leverage measures, as proposed by the Basel Committee on Banking Supervision, may lead financial institutions to take measures that may have secondary effects on lending, which could exacerbate the current market downturn. The foregoing regulatory measures, alone or in combination, could have an adverse effect on Investec's results.

Further changes to the regulatory requirements applicable to Investec, in particular in the UK, South Africa and Australia, whether resulting from recent events in the credit markets or otherwise, could materially affect its business, the products and services it offers and the value of its assets.

ICB banking reform

On 12 September 2011, the UK Independent Commission on Banking (the "ICB") published its recommendations for regulatory change to the UK banking industry and recommended that such changes be implemented by 2019. The Government subsequently endorsed the report. The Group is still assessing the impact for Investec Bank plc in the UK. The Group's initial impressions are that the bulk of its activities (other than the investment banking and trading businesses), including a substantial portion of its capital markets business, could be held in the ring-fenced bank as these businesses deal with corporate and individual clients. The Group believes that the flexibility provided by the ICB in what can be included or excluded from the ring-fenced bank ensures that any realignment that may be required in the bank's business model will be moderate. However, the exact nature, impact and timing of any such changes remains unclear pending legislation and the reforms could potentially have a material impact on Investec's business and structure in the future.

Tax related risks

Investec is subject to the substance and interpretation of tax laws in all countries in which it operates. A number of double taxation agreements entered into between countries also affect the taxation of Investec.

Tax risk is the risk associated with changes in tax law or in the interpretation of tax law. It also includes the risk of changes in tax rates and the risk of consequences arising from failure to comply with procedures required by tax authorities. Failure to manage tax risks could lead to increased tax charges, including financial or operating penalties, for not complying as required with tax laws. Action by governments to increase tax rates or to impose additional taxes would reduce the profitability of Investec. Revisions to tax legislation or to its interpretation might also affect Investec's results in the future.

Risks relating to the DLC Structure

The DLC Structure is complex

The governance and administration arrangements that are involved in the DLC Structure are complex and onerous. In addition, the South African Reserve Bank and the FSA have imposed certain conditions in relation to the DLC Structure, see "Regulation" in Part VIII. There can also be no assurance that the conditions imposed on Investec, in connection with the DLC Structure, might not be amended or varied.

In addition, confirmation of the tax residency status of Investec Limited obtained from HMRC has been obtained on the condition that the majority of Board meetings of Investec Limited are held in South Africa.

The DLC Structure combined with these conditions results in additional complexity.

If either Investec plc or Investec Limited takes an Action which, having regard to the prevailing Equalisation Ratio, has a disproportionate economic effect on its Shareholders, then, subject to certain exceptions, the Equalisation Ratio will be adjusted or a Matching Action will be undertaken to provide an equivalent economic benefit to the Shareholders of the other company. A Matching Action is, therefore, equivalent in economic terms, but not necessarily identical.

The market price of Ordinary Shares have historically differed from the market price of Investec Limited Ordinary Shares. If the disparity between such market prices were to become too great, this would give rise to the possibility of arbitrage between the Ordinary Shares and Investec Limited Ordinary Shares, which could adversely affect the market price of the Ordinary Shares and/or the Investec Limited Ordinary Shares, as the case may be.

The DLC Structure may affect Investec's ability to pay dividends

Investec's results of operations and financial condition are entirely dependent on the trading performance of members of the Group. Investec plc's ability to pay dividends is dependent upon the availability of distributable reserves and therefore, amongst other things, it will depend upon the level of distributions, if any, received from its operating subsidiaries and interests, any amounts received on asset disposals, the level of cash balances and, in certain circumstances, distributions received from Investec Limited as a result of the operation of the equalisation arrangements which form part of the DLC Structure as described further in "Details of the DLC Structure" in paragraph 4 of Part IX. Certain of Investec's subsidiaries and associated companies may, from time to time, be subject to restrictions on their ability to make distributions, earnings, levels of statutory reserves and capitalisation of such subsidiaries or associated companies, and other regulatory restrictions or agreements with the other shareholders of such subsidiaries or associated companies, which may restrict Investec's ability to pay in terms of its dividend policy.

No blanket cross guarantees are to be put in place between Investec plc and Investec Limited

No blanket cross guarantees will be given by Investec plc for the benefit of Investec Limited creditors and vice versa without the prior written approval of EXCON and the Office for Banks. As a result, a lender to either Investec plc or Investec Limited has exposure only to that part of the DLC Structure. This contrasts with the position of holders of Ordinary Shares or Investec Limited Ordinary Shares. It is possible that the credit ratings of Investec plc and Investec Limited will be different and there is no guarantee that Investec will obtain a separate credit rating covering its entire operations. If different credit ratings are given to Investec plc and Investec Limited, the counterparty risk associated with and the borrowing costs of the two sides of the DLC Structure will likewise diverge. Taking the divergence in the financial condition of the two companies to its extreme, it is possible that either Investec plc or Investec Limited could become insolvent whilst the other company remains financially sound. The insolvency of either company would ultimately lead to the termination of the DLC Structure. In the event of such termination, it is intended that the Special Converting Shares in the solvent company would, following their conversion into and redesignation as ordinary shares, be listed and distributed to the shareholders of the insolvent company. Thus, if Investec plc were to become insolvent, Investec plc's Shareholders would become shareholders of Investec Limited and receive dividends from Investec Limited, which may be less tax efficient for a Shareholder than receiving dividends from Investec plc; see "Dividends received under the dividend access arrangements may have a different tax treatment" below. In addition, securities laws in the jurisdiction where a recipient Shareholder resides may prevent Investec Limited from distributing the shares to such a Shareholder. In such circumstances, the affected Shareholder's entitlement would be sold and the proceeds remitted to the Shareholder less any costs, expenses, fees and taxes associated with the sale. In the same way, if Investec Limited were to become insolvent, the holders of Investec Limited Ordinary Shares would become Shareholders of Investec plc and receive dividends from Investec plc.

Future changes in the legal and regulatory environment may mean that the DLC Structure will no longer be viable

The DLC Structure has been developed on the basis of existing law and policies of regulatory authorities in the UK and South Africa. Changes to the laws or policies (including changes in tax law or policy) related to the DLC Structure may impact upon, or alter the rights, benefits or protections afforded to, shareholders under the DLC Structure or may result in the DLC Structure no longer being viable, which may affect the ability of Investec's operations to continue in their current form and adversely affect the price of the Ordinary Shares.

Dividends received under the dividend access arrangements may have a different tax treatment

Dividends received by Shareholders from Investec plc on the Ordinary Shares will constitute UK source dividends for UK taxation purposes. Any dividends received by Shareholders from Investec Limited pursuant to the dividend access arrangements, however, are likely to constitute non-UK source dividends for UK taxation purposes.

Dividends received by Investec Limited Ordinary Shareholders from Investec Limited on the Investec Limited Ordinary Shares will constitute local dividends for South African taxation purposes. Any dividends received by Investec Limited Ordinary Shareholders from Investec plc pursuant to the dividend access arrangements, however, are likely to constitute foreign dividends for South African taxation purposes. On the basis of current law, such foreign dividends will be exempt from South African taxation only if Investec plc remains dual-listed on the London Stock Exchange (or other non-South African exchange recognised for this purpose under the South African Income Tax Act) and the JSE, provided that such dividends are not distributed from reserves created by a reduction in Investec plc's share capital or share premium account.

For Investec Limited Ordinary Shareholders that are companies and resident for tax purposes in South Africa, the receipt of foreign dividends from Investec plc pursuant to the dividend access arrangements could be less tax efficient than the receipt of local dividends from Investec Limited on the Investec Limited Ordinary Shares, because dividends paid by Investec Limited will give rise to an STC credit available for offset against the South African corporate Investec Limited Shareholder's own potential liability to STC, but dividends paid by Investec plc under the dividend access arrangements will not.

Risks relating to the Acquisition and the Ordinary Shares

Future share issues may lead to dilution of ownership and have an adverse effect on the market price of the Ordinary Shares

It is possible that Investec may decide to offer additional Ordinary Shares in the future. An additional offering or significant sales of Ordinary Shares by major shareholders could have an adverse effect on the market price of the outstanding Ordinary Shares. In addition, Investec plc is not required to make any pre-emptive offer of its Ordinary Shares where such Ordinary Shares are being offered for non-cash consideration. If Investec plc does offer its Ordinary Shares as consideration in making acquisitions, as it is in relation to the Acquisition, depending on the number of Ordinary Shares offered and the value of such Ordinary Shares at the time, the issue of such Ordinary Shares could materially dilute the value of the Ordinary Shares held by existing Shareholders at that time.

The perceived benefits of the Acquisition may not be realised

There can be no assurance that Evolution will perform in line with Investec's expectations and, accordingly, Investec may not realise the anticipated benefits of the Acquisition in the time expected or at all. Consequently, this could lead to a write-down of the value of Investec's investment in Evolution.

Integration of Evolution may be difficult

Following completion of the Acquisition, it will be necessary for Investec to integrate the Evolution business into its own. Successful integration of Evolution will require a significant amount of management time and, therefore, may affect or impair management's ability to run the business effectively during the period of implementation. In addition, Investec may not have, or be able to retain, personnel with the appropriate skill sets for the tasks associated with the integration programme, which could adversely affect the implementation of Investec's plans. This integration may take longer than expected or difficulties relating to the integration, of which the directors are not yet aware, may arise. This could have a negative impact on Investec's results of operations and the price of the Ordinary Shares.

The market value of listed securities may fluctuate

The value of an investment in Investec may go down as well as up. A number of factors outside of the control of Investec may impact on its performance and the price of the Ordinary Shares. Such factors include the operating and share price performance of other companies in the industry and markets in which Investec operates, speculation about Investec's business in the press, media or investment community, changes to Investec's trading forecast, the publication of research reports by analysts and general market conditions.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Each of the times and dates in the table below is indicative only and may be subject to change. (1)(2)

Date of the Prospectus	9 December 2011
Court hearing to sanction the Scheme and approve the Capital Reduction(2)	13 December 2011
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Evolution Shares(2)	13 December 2011
Suspension of listing of, and dealings in, Evolution Shares(2)	4.30 p.m. on 13 December 2011
Scheme Record Time(2)	6.00 p.m. on 13 December 2011
Effective Date of the Scheme(2)	14 December 2011
New Investec Shares listed, and crediting of New Investec Shares to CREST accounts (and cancellation of listing of Evolution Shares)(2)	8.00 a.m. on 14 December 2011
Trading in New Investec Shares commences(2)	by 8.00 a.m. on 14 December 2011
Latest date of despatch of certificates for New Investec Shares(2)	on or by 28 December 2011

Notes:

⁽¹⁾ All times shown in this document are London times unless otherwise stated. The dates and times given are indicative only and may be subject to change (including as a result of changes to Court times and the regulatory timetable. If any of the times and/or dates above change, the revised times and/or dates will be notified to Shareholders by announcement through the Regulatory News Service of the London Stock Exchange.

⁽²⁾ These times and dates are indicative only and will depend, amongst other things, on the dates upon which: (i) the conditions are satisfied or (where permitted) waived; (ii) the Court sanctions the Scheme and confirms the associated Capital Reduction; and (iii) the Scheme Court Order sanctioning the Scheme and confirming the Capital Reduction along with the statement of capital are delivered to the Registrar of Companies.

INDICATIVE ACQUISITION STATISTICS

Number of Existing Shares in issue (as at 8 December 2011)	542,989,053
Number of New Investec Shares to be issued pursuant to the Scheme	up to 53,900,000
Number of Ordinary Shares in issue upon completion of the Acquisition	up to 596,889,053
New Investec Shares to be issued as a percentage of the enlarged issued ordinary share capital of Investec plc	up to 9.03%
New Investec Shares to be issued as a percentage of the enlarged issued ordinary share capital of the Group	up to 6.17%

DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS

Directors

Sir David Prosser	Non-executive Joint Chairman
Fani Titi	Non-executive Joint Chairman
Stephen Koseff	Chief Executive Officer
Bernard Kantor	Managing Director
Glynn R Burger	Group Risk and Finance Director
Hendrik J du Toit	Executive Director
Sam E Abrahams	Non-executive Director
George F O Alford	Non-executive Director (Senior Independent Director)
Cheryl A Carolus	Non-executive Director
Peregrine K O Crosthwaite	Non-executive Director
Olivia C Dickson	Non-executive Director
Bradley Fried	Non-executive Director
Haruko Fukuda OBE	Non-executive Director
Ian R Kantor	Non-executive Director
M Peter Malungani	Non-executive Director
Peter R S Thomas	Non-executive Director

Company Secretary David Miller

Registered Office 2 Gresham Street, London, EC2V 7QP +44 (0) 20 7597 4000

ADVISERS TO INVESTEC SPONSOR

BofA Merrill Lynch Financial Centre 2 King Edward Street London EC1A 1HQ

LEGAL ADVISERS TO INVESTEC

As to English and US law

Linklaters LLP 1 Silk Street London EC2Y 8HQ

LEGAL ADVISER TO SPONSOR REGISTRARS

Ashurst LLP Broadwalk House 5 Appold Street London EC2A 2HA

AUDITORS AND REPORTING ACCOUNTANTS

Ernst & Young LLP 1 More London Place London SE1 2AF

Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6ZZ

The Group

This Prospectus has been prepared in connection with Investec plc and the Admission of Ordinary Shares issued pursuant to the Acquisition. No issue of Investec Limited Ordinary Shares is proposed in connection with the Acquisition. Investec plc and Investec Limited are party to dual listed company arrangements, the effect of which is that Investec operates as a single listed group under two separately listed entities. The result of the DLC Structure is that one Ordinary Share and one Investec Limited Ordinary Share have the same economic interest in Investec as a whole. The assets, results of operations and financial condition of both Investec plc and Investec Limited are relevant to an assessment of an investment in Ordinary Shares. Accordingly, the Prospectus includes information on the business, operations and assets of Investec as a whole and the financial information included in this Prospectus are consolidated financial statements of the Group as a whole.

Presentation of financial information

Investec publishes its financial statements in pounds sterling ("£" or "sterling"). The abbreviation "£m" represents millions of pounds sterling, and references to "pence" and "p" represent pence in the UK.

References to "R" or "cents" are to the lawful currency of the Republic of South Africa. References to "A\$" are to the lawful currency of Australia. References to "€" or "euro" are to the lawful currency of the Eurozone. References to "US\$" are to the lawful currency of the United States of America.

The financial information presented in a number of tables in this document has been rounded to the nearest whole number or the nearest decimal place. Therefore, the sum of the numbers in a column may not conform exactly to the total figure given for that column. In addition, certain percentages presented in the tables in this document reflect calculations based upon the underlying information prior to rounding, and, accordingly, may not conform exactly to the percentages that would be derived if the relevant calculations were based upon the rounded numbers.

Investec's results of operations and the financial condition of individual companies are reported in the local currencies of the countries in which they are domiciled including South African Rand, Australian Dollars, euros and US Dollars.

These results are then translated into pounds sterling at the applicable foreign currency exchange rates for inclusion in Investec's combined consolidated financial results. The following table sets out the movements in certain relevant exchange rates against pounds sterling over the periods for the year ended 31 March 2010, the year ended 31 March 2011, the six months ended 30 September 2011 and the six months ended 30 September 2010:

	Six months to		Year to		Six months to		Year to
	30 September 2011		31 March 2011		30 September 2010		31 March 2010
	Period end	Average	Period end	Average	Period end	Average	Period end	Average
				(Currency per £1.00)
South Africa Rand 12.62		11.25	10.88	11.16	11.00	11.29	11.11	12.38
Australian Dollar 1.60		1.53	1.55	1.65	1.63	1.70	1.66	1.88
Euro	1.16	1.13	1.13	1.17	1.15	1.18	1.12	1.13
US Dollar1.56		1.63	1.60	1.55	1.57	1.52	1.52	1.59

International financial reporting standards

As required by the Companies Act and Article 4 of the European Union IAS Regulation, the consolidated financial statements of the Group are prepared in accordance with IFRS issued by the IASB and interpretations issued by the IFRS Interpretations Committee of the IASB as adopted by the European Union.

Forward-looking statements

This document and the documents incorporated by reference into it contain statements about Investec and Evolution that are or may be forward-looking statements. All statements other than statements of historical facts included in this document may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Investec's or Evolution's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Investec's or Evolution's business.

Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof.

These statements are further qualified by the risk factors disclosed in or incorporated by reference in this document that could cause actual results to differ materially from those in the forward-looking statements. See "Risk Factors".

These forward-looking statements speak only as at the date of this document. Except as required by the FSA, the London Stock Exchange, the Prospectus Rules, the Listing Rules and the Disclosure and Transparency Rules, the JSE Listing Requirements or applicable law, Investec plc does not have any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, further events or otherwise. Except as required by the FSA, the London Stock Exchange, the Prospectus Rules, the Listing Rules and the Disclosure and Transparency Rules, the JSE Listing Requirements or applicable law, Investec plc expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in Investec's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Prospectus might not occur.

Notice to investors

Enforcement of civil liabilities

The ability of an Overseas Shareholder to bring an action against Investec plc may be limited under law. Investec plc is a public limited company incorporated in England. The rights of holders of Ordinary Shares are governed by English law and by Investec plc's Articles of Association. These rights differ from the rights of shareholders in typical US corporations and some other non-UK corporations.

An Overseas Shareholder may not be able to enforce a judgment against some or all of the Directors and executive officers. The majority of the Directors and executive officers are residents of the UK or South Africa. Consequently, it may not be possible for an Overseas Shareholder to effect service of process upon the Directors and executive officers within the Overseas Shareholder's country of residence or to enforce against the Directors and executive officers judgments of courts of the Overseas Shareholder's country of residence based on civil liabilities under that country's securities laws. There can be no assurance that an Overseas Shareholder will be able to enforce any judgments in civil and commercial matters or any judgments under the securities laws of countries other than the UK and South Africa against the Directors or executive officers who are residents of the UK or South Africa or countries other than those in which judgment is made. In addition, English, South African or other courts may not impose civil liability on the Directors or executive officers in any original action based solely on the foreign securities laws brought against Investec plc or the Directors in a court of competent jurisdiction in England or other countries.

Credit ratings

This Prospectus refers to and/or incorporates by reference credit ratings from Moody's Investors Service Ltd ("Moody's"), Fitch Ratings Ltd ("Fitch") and Global Credit Rating, Co. ("Global Credit Rating"). On 30 November 2011, Fitch downgraded Investec Bank plc's (a subsidiary of Investec plc) Long Term Issuer Default Rating to BBB- from BBB and its Viability Rating to bbb- from bbb and stated that the outlook on the Long Term Issuer Default Rating is negative. As at 8 December 2011 (the latest practicable date prior to the publication of this Prospectus), there has been no change to the other credit ratings of Investec Bank plc, Investec Limited or Investec Bank Limited set out in the 2011 Investec Annual Report. The credit ratings assigned to Investec Bank (Australia) Limited (a subsidiary or Investec Bank plc) as at 31 March 2011, as set out in the 2011 Investec Annual Report, have changed. As at 8 December 2011 (the latest practicable date prior to the publication of this Prospectus), the credit ratings of Investec Bank (Australia) Limited were (a) Fitch: individual rating of C, support rating of 3, short-term issuer default rating of F3 and long-term issuer default rating of BBB- and (b) Moody's: long-term senior unsecured rating of Ba1, bank's financial strength rating of D and the short-term rating of Not Prime.

Both Moody's and Fitch are credit rating agencies established and operating in the European Community prior to 7 June 2010. On 31 October 2011, both Moody's and Fitch were registered as Credit Rating Agencies in accordance with Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009. Global Credit Rating is an unregistered rating agency established outside the EU.

PART I INFORMATION ON THE ACQUISITION

1 Introduction

On 9 September 2011, the Evolution Directors and the Investec Directors announced that they had agreed the terms of a recommended all share offer under which Investec is to acquire the entire issued ordinary share capital of Evolution, to be effected by means of a scheme of arrangement pursuant to the provisions of Part 26 of the Companies Act, including a reduction of capital.

The Acquisition has been unanimously recommended by the Evolution Directors and was approved by the Evolution Shareholders at the Evolution Shareholder Meetings held on 27 October 2011. The Acquisition remains subject to satisfaction of various conditions – see paragraph 8 of this Part I for further information.

2 Summary of the terms of the Acquisition

Under the Acquisition, Evolution Shareholders will, in aggregate, receive approximately 53.8 million fully paid newly issued Investec Shares. Evolution Shareholders will receive:

for each Evolution Share: 0.23124 New Investec Shares

No dividends will be paid by Evolution between the date of the Announcement and the Effective Date save for the Evolution Interim Dividend.

The New Investec Shares issued to Evolution Shareholders pursuant to the Scheme will on issue rank pari passu in all respects with the existing Ordinary Shares. The New Investec Shares to be issued to Evolution Shareholders pursuant to the Acquisition will not rank for Investec plc's interim dividend in respect of the six months ended 30 September 2011 announced on 17 November 2011 and payable on 20 December 2011 as the Effective Date will be after the record date of 9 December 2011 for such dividend.

The New Investec Shares to be issued under the Scheme are expected to represent approximately 9.03% of the issued share capital of Investec plc and approximately 6.17% of the combined issued share capital of Investec plc and Investec Limited, in each case as enlarged by the acquisition of Evolution.

The New Investec Shares will be issued on the Scheme becoming effective to Evolution Shareholders on the register at the Scheme Record Time.

Fractions of New Investec Shares will not be allotted or issued pursuant to the Scheme and will be disregarded.

3 Background to and reasons for the Acquisition

As a specialist bank and asset manager, the Investec Group has focused on developing a balanced and diversified portfolio of businesses serving the needs of select market niches where it can compete effectively. The Investec Group's private client investment management and asset management activities have developed strongly over the past few years and are core components of its business model.

The Investec Group seeks to maintain an appropriate balance between revenue earned from operational risk businesses and revenue earned from financial risk businesses. This ensures that the Investec Group is not over-reliant on any one part of its business to sustain its activities and that it has a large recurring revenue base that the Investec Directors believe enables it to better navigate through varying cycles and to support its long-term growth objectives. The Directors believe that the Acquisition is supportive of these long-term growth objectives.

The Investec Group's current strategic objectives include increasing the proportion of its non-lending revenue base. Against this background, the Investec Group intends to continue to strengthen and develop its private client investment management and asset management platforms.

Evolution's principal operating activities comprise a private client investment management division and an investment banking division. As at 30 June 2011, Evolution had net tangible assets of £108.8 million, which included cash and cash equivalents of £73.7 million.

Evolution is the holding company of Evolution Securities and Williams de Broë. As at 30 June 2011, Williams de Broë had assets under management of approximately £6.0 billion. On 20 October 2011, Williams de Broë completed the acquisition of BNP Paribas Private Investment Management, which as at 30 June 2011 had assets under management of approximately £1.8 billion. On 18 November 2011, Evolution announced that the combined assets under management were £7.1 billion at the end of October 2011.

Evolution Securities is an investment bank focused on serving an international institutional corporate client base, specialising in the UK and European equity and debt markets. Services include equity and fixed income research, institutional sales and trading, equity market making, debt capital markets and equity corporate finance and corporate broking.

Investec plc has grown its private client investment management and wealth management operations over many years, most recently with the acquisition in 2010 of the 53% stake in Rensburg Sheppards not already owned by it, having held 47% and having had a close working relationship with the business over the previous five years. The business is now branded as Investec Wealth & Investment with assets under management at 30 September 2011 of £14.1 billion in the UK forming one of the core pillars of the global Investec Group. The Acquisition is designed to create a major UK player in the private client investment management industry that would benefit from increased resources and expertise and enjoy further economies of scale. There is a strong geographic fit between the two businesses, with Evolution's UK footprint adding to Investec's existing UK network through its offices in Birmingham and the South-West of England. Investec plc believes that it is a well-known and respected business, and that this will be reassuring to Williams de Broë's clients and its employees following completion of the transaction and subsequent integration.

Investec plc has grown its UK investment banking operations considerably since the acquisition of Guinness Mahon Holdings PLC in 1998. The business offers a full service mid-market investment banking capability comprising both corporate finance and securities, acting for corporate and institutional clients. It has 89 retained UK listed corporate clients of which 24 are in the FTSE 350, publishes research on 307 UK listed groups, makes markets in c.102 stocks and in June 2011 was ranked No.1 Small and Mid-Cap and No.2 in the UK brokerage Extel awards. The acquisition of Evolution's equities, corporate finance, fixed income and debt advisory activities is designed to augment the existing operations to provide a stronger combined investment banking operation.

Investec believes that the Acquisition represents a compelling strategic fit and that the combination of Investec plc's existing private client investment management business with that of Williams de Broë will create a stronger platform, allowing it to significantly enhance its market position. Furthermore, Investec believes that there is great potential to generate longer term value for the combined business and its employees. Investec plc also believes a combination of Evolution Securities with Investec Investment Bank will contribute to its existing strategy to be the leading mid-market investment bank in the UK.

4 Intentions for Evolution Group management and employees

There is a strong geographic fit between the Investec and Evolution Group investment businesses, in particular, in relation to Williams de Broë's wealth and investment businesses. Williams de Broë's UK footprint will add to Investec's existing UK network through its offices in Birmingham and the South-West of England.

Whilst Investec plc may over time seek to consolidate operations in cities where the Enlarged Group has two offices, there are no current plans to change the locations of Investec or Evolution's places of business or to redeploy the fixed assets of Evolution.

Investec has great respect for the business that has been built up within Williams de Broë, in particular the client relationships of its investment managers and is committed to retaining these managers and supporting them in growing the relationships with their clients. Investec's existing wealth and investment operation has proven and scalable settlement and support capability. Accordingly, Investec intends, through its strategic and integration committees, to achieve operational synergies, including some headcount reductions in support functions, but does not expect this to impact the client service and operational effectiveness of the business.

Investec's stated existing strategy is to be the leading mid-market investment bank in the UK. Through the acquisition of Evolution Securities, Investec expects to augment Investec's existing well-ranked UK investment banking capabilities and strong corporate and institutional client franchise. Evolution's fixed income and debt capital markets offering is considered to be a good complement to Investec's existing business in that area. Investec intends to reduce aggregate investment banking headcount to avoid unnecessary overlap with its existing activities whilst maintaining an appropriately sized employee base.

The existing chief executive of Evolution, Alex Snow, will become the executive Chairman of Investec's UK investment banking division and will join the boards of Investec Bank and Investec Wealth. David Currie will continue as head of Investec's UK investment banking division. Philip Howell will remain the chief executive of Williams de Broë and will join the board of Investec Wealth and become a member of the strategic and integration committees of the greater wealth and investment group. Jonathan Wragg, the chief executive of Investec Wealth and an existing member of the strategic and integration committees will join the board of Williams de Broë.

Following completion of the Acquisition, the existing employment rights, including pension rights, of the management and employees of Evolution will be fully safeguarded.

5 Evolution Share Schemes

Awards and options under the Evolution Share Schemes will vest and become exercisable in accordance with their terms as a result of the Acquisition and will be satisfied by transfers of Evolution Shares or New Investec Shares by the trustee of the Evolution Share Trust.

Participants in the Evolution Share Schemes have been written to separately regarding the effect of the Acquisition on their rights under the Evolution Share Schemes.

6 Current trading, trends and prospects

Investec released its Interim Results for the six months ended 30 September 2011 on 17 November 2011.

As at 30 September 2011, as set out in Investec Group's unaudited Interim Results, the capital adequacy ratio of Investec plc (applying the FSA rules to its capital base) was 17.1% and that of Investec Limited (applying South African Reserve Bank rules to its capital base) was 15.7%. At the same date, the tier 1 ratio for Investec plc was 11.6% and that for Investec Limited was 12.0%.

Investec's diversified business model, level of recurring income, and strong capital and liquidity has supported a stable operational performance against a backdrop of volatile and unstable economic and market conditions during the first six months of the 2012 financial year. Investec's low-capital intensive asset and wealth management businesses have performed well, reporting a strong increase in their contribution to group earnings. The specialist banking businesses have benefited from growth in net interest income and fee income but earnings from principal transactions have been negatively impacted by poor economic fundamentals and market volatility.

The Eurozone crisis continues to affect confidence and activity levels around the world. Markets remain volatile and the future regulatory landscape is still uncertain. Investec has made progress, building further scale in its wealth and asset management businesses and maintaining its absolute level of profitability since the financial crisis began. The Board believes that the Group's diversified business model continues to demonstrate strong defensive qualities and that the Group's experienced management team will continue to navigate a steady course through this period of instability.

7 Dividend policy

The Investec Group's dividend policy is to maintain a dividend cover of between 1.7 and 3.5 times based on adjusted earnings per share of the Investec Group (incorporating the results of Investec plc and Investec Limited) before goodwill and non-operating items and after taking into consideration the accrual of dividends attributable to holders of Perpetual Preference Shares and Investec Limited Preference Shares.

In determining the level of dividend to be paid in respect of any financial period, the Board of the Investec Group has regard to, among other factors, its capital position and requirements, the profits generated in respect of such period in relation to the general profits trend of the Investec Group, its strategy and certain regulatory and tax considerations.

The holders of shares in Investec plc and Investec Limited will share proportionately on a per share basis all dividends declared by the Investec Group. However, the DLC Structure makes provision through dividend access trusts for either company to pay a dividend directly to the shareholders of the other. As of 30 September 2011, Investec plc had issued 66.3% of the combined issued ordinary share capital of the Investec Group.

8 Conditions to the Acquisition

The Conditions to the Acquisition are set out in full in Part IV (Conditions and Further Terms) of the Scheme Document. In summary, the Acquisition remains conditional upon:

• (i) the Scheme becoming unconditional and being implemented by 31 March 2012 or such later date as the parties may agree with the consent of the Court and/or the Panel;
• (ii) the sanction of the Scheme and confirmation of the Capital Reduction by the Court (in either case, with or without modification, on terms reasonably acceptable to Evolution and Investec);
• (iii) the delivery of a copy of the Scheme Court Order to the Registrar of Companies;
• (iv) the UKLA having acknowledged to Investec or its agent (and such acknowledgement not having been withdrawn) that the application for the admission of the New Investec Shares to the Official List with a premium listing has been approved and (after satisfaction of any conditions to which such approval is expressed to be subject ("listing conditions")) will become effective as soon as a dealing notice has been issued by the FSA and any listing conditions having been satisfied and the London Stock

Exchange having acknowledged to Investec or its agent (and such acknowledgement not having been withdrawn) that the New Investec Shares will be admitted to trading; and

(v) satisfaction or waiver of certain regulatory conditions, including, but not limited to, approval from the FSA, Central Bank of Ireland and the Hong Kong Securities and Futures Commission in respect of the Acquisition.

The Scheme was also conditional upon clearances from the OFT and Irish Competition Authority, which have been obtained. In addition, the Acquisition required approval of the Evolution Shareholders which was provided at the Evolution Shareholder Meetings on 27 October 2011.

The Conditions relating to the sanction of the Scheme and confirmation of the Capital Reduction by the Court, and the Admission of the New Investec Shares, are not capable of being waived in whole or in part.

9 Further details of the Acquisition

9.1 Implementation Agreement

Evolution and Investec plc have entered into an Implementation Agreement which provides, among other things, for the implementation of the Acquisition and contains certain assurances and confirmations between the parties, including provisions to implement the Scheme on a timely basis and governing the conduct of the business of Evolution. Further information regarding the Implementation Agreement is set out in paragraph 9 of Part VI (Additional Information) of the Scheme Document.

9.2 Structure of the Acquisition

The Acquisition is being implemented by means of a Court-sanctioned scheme of arrangement between Evolution and its shareholders under Part 26 of the Companies Act. The purpose of the Scheme is to provide for Investec plc to become the holder of the entire issued ordinary share capital of Evolution. This is achieved by the cancellation of the Evolution Shares held by Evolution Shareholders and the application of the reserve arising from such cancellation in paying up in full such number of New Evolution Shares as is equal to the number of Evolution Shares cancelled, and issuing the same to Investec plc and/or its nominee(s). Investec plc will then issue New Investec Shares to Evolution Shareholders who hold Evolution Shares at the Scheme Record Time. Fractions of New Investec Shares will not be allotted or issued pursuant to the Scheme and will be disregarded.

For Completion to occur, in addition to the approval of Evolution Shareholders obtained at the Evolution Shareholder Meetings, the Scheme must be sanctioned by and the Capital Reduction must be confirmed by the Court.

The Scheme will be implemented in accordance with its terms on delivery of a copy of the Scheme Court Order to the Registrar of Companies. Upon implementation of the Scheme, the Evolution Shares will be cancelled and Evolution Shareholders will be issued New Investec Shares in proportion to their holdings, and the Scheme will be binding on all Shareholders irrespective of whether or not they attended or voted in favour of the Acquisition at the Evolution Shareholder Meetings.

9.3 Cancellation of listing of Evolution Shares

Applications have been made by Evolution to the UK Listing Authority to cancel the listing of the Evolution Shares on the Official List and to the London Stock Exchange to cancel the admission to trading of the Evolution Shares on the London Stock Exchange's market for listed securities. Such cancellation is expected to take effect on the Effective Date, which is expected to be 14 December 2011.

It is expected the last day of dealings in, and registrations of transfers of, Evolution Shares will be 13 December 2011. No transfers of Evolution Shares will be registered after that date.

On the Effective Date, Evolution will become a wholly owned subsidiary of Investec plc and share certificates in respect of Evolution Shares will cease to be valid and should be destroyed. In addition, on the Effective Date, entitlements to Evolution Shares held within the CREST system will be cancelled.

9.4 New Investec Shares

The New Investec Shares will be listed on the Official List, admitted to trading on the London Stock Exchange and issued free from all liens, charges, encumbrances and other third party rights and/or interests of any nature whatsoever. The New Investec Shares will be issued credited as fully paid and will rank on issue pari passu in all respects with the existing Ordinary Shares.

The New Investec Shares will be issued on the Scheme becoming effective to Evolution Shareholders on the register at the Scheme Record Time.

10 Settlement

Subject to implementation of the Scheme (and except as provided in paragraph (iv) below in relation to certain Excluded Overseas Shareholders), settlement of the consideration to which any holder of Evolution Shares is entitled under the Scheme will be effected in the manner set out below.

(i) Consideration where Evolution Shares are held in uncertificated form (that is, in CREST)

Where, on the Effective Date, an Evolution Shareholder holds Evolution Shares in uncertificated form, the New Investec Shares to which the Evolution Shareholder is entitled will be issued in uncertificated form through CREST. Investec plc will procure that Euroclear is instructed to credit the relevant Evolution Shareholder's appropriate stock account in CREST with the applicable number of New Investec Shares at the commencement of dealings in the New Investec Shares.

As from the Scheme Record Time, each holding of Evolution Shares credited to any stock account in CREST will be disabled and all Evolution Shares will be removed from CREST in due course.

Notwithstanding the above, Investec plc reserves the right to settle all or part of such consideration in the manner set out in paragraph (iii) below if, for reasons outside its reasonable control, it is not able to effect settlement in accordance with this paragraph (i).

(ii) Consideration where Evolution Shares are held in certificated form

Where, on the Effective Date, an Evolution Shareholder holds Evolution Shares in certificated form, the New Investec Shares to which the Evolution Shareholder is entitled will be issued in certificated form.

Definitive certificates for the New Investec Shares will be despatched by first class post (or by such other method as may be approved by the Panel) within 14 days after the Effective Date.

On the Effective Date, each certificate representing a holding of Evolution Shares will cease to be valid. Following settlement of the consideration to which an Evolution Shareholder is entitled under the Scheme, such Evolution Shareholder will be bound on the request of Evolution either: (i) to destroy such Evolution Share certificates; or (ii) to return such Evolution Share certificates to Evolution, or to any person appointed by Evolution for cancellation.

(iii) General

Fractions of New Investec Shares will not be allotted or issued pursuant to the Scheme and will be disregarded.

All documents sent to Evolution Shareholders in accordance with this paragraph (iii) will be sent at the risk of the person entitled thereto.

In relation to New Investec Shares to be issued in certificated form, temporary documents of title will not be issued pending the despatch by post of definitive certificates for such New Investec Shares as referred to in paragraph (ii) above. Pending the issue of definitive certificates for such New Investec Shares, former Evolution Shareholders wishing to register transfers of such New Investec Shares may certify their share transfer forms against the register of members of Investec by contacting Investec's Registrars, Computershare Investor Services PLC, on +44 870 707 1077. On the registration of any such transfers, the transferee will receive a share certificate in respect of the New Investec Shares which are the subject of the relevant transfer.

Save with the consent of the Panel, settlement of the consideration to which any Evolution Shareholder is entitled under the Scheme will be implemented in full in accordance with the terms set out in Part II of the Scheme Document without regard to any lien, right of set-off, counterclaim or analogous right to which Investec plc may otherwise be, or claim to be, entitled against any Evolution Shareholder.

(iv) Excluded Overseas Shareholders

Due to restrictions on Excluded Overseas Shareholders holding New Investec Shares, Investec plc may, in its sole discretion, determine that either: (a) any New Investec Shares issued to an Excluded Overseas Shareholder be sold, in which event the relevant New Investec Shares shall be issued to such holder and Investec plc shall appoint a person to procure that such shares be sold on behalf of such holder; or (b) that such Investec Shares shall not be issued to such holder but shall instead be issued to a nominee for such holder who shall sell the Investec Shares so issued.

11 Overseas Shareholders

(i) General

Overseas Shareholders may be affected by the laws of other jurisdictions in relation to the Acquisition, the Scheme or Admission. Overseas Shareholders should inform themselves about and observe all applicable legal requirements. Overseas Shareholders should consult their own legal and tax advisers with respect to the legal and tax consequences of the Acquisition in their particular circumstances.

It is the responsibility of any person into whose possession this document comes to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection with the allotment and issue of New Investec Shares pursuant to the Acquisition, including the obtaining of any governmental, exchange control or other consents which may be required and/or compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes or levies due in such jurisdiction.

If the issue of New Investec Shares to any Overseas Shareholder, or to any person who is reasonably believed to be an Overseas Shareholder, would or may infringe the laws of such jurisdiction or would or may require any governmental or other consent or any registration, filing or other formality which cannot be complied with, or compliance with which would be unduly onerous, Investec may in its sole discretion determine that the Overseas Shareholder should be treated as an Excluded Overseas Shareholder in which case settlement of the consideration to which such Excluded Overseas Shareholder is entitled will be effected as described in paragraph 10(iv) of this Part I.

(ii) United States Shareholders

The New Investec Shares to be issued to Evolution Shareholders pursuant to the Scheme will be issued in reliance on the exemption from the registration requirements of Section 3(a)(10) of the Securities Act and, as a consequence, will not be registered thereunder or under the securities laws of any state or other jurisdiction of the United States.

Securities to be issued to Evolution Shareholders pursuant to the Scheme generally should not be treated as ''restricted securities'' within the meaning of Rule 144(a)(3) under the Securities Act and persons who receive securities in the Scheme (other than ''affiliates'' as described in the paragraph below) may resell them without restriction under the Securities Act.

Under the US securities laws, an Evolution Shareholder who is deemed to be an affiliate of Investec or Evolution before completion of the Scheme may not resell New Investec Shares received pursuant to the Scheme in the United States without registration under the Securities Act, except pursuant to an applicable exemption from the registration requirements of the Securities Act or in a transaction not subject to such requirements. Whether a person is an affiliate of a company for such purposes depends upon the circumstances, but affiliates of a company can include certain officers and directors and significant shareholders. Persons who believe they may be affiliates of Investec or Evolution should consult their own legal advisers prior to any sale of securities received in the Scheme.

For the purposes of qualifying for the exemption from the registration requirements of the Securities Act afforded by Section 3(a)(10) thereof, Evolution will advise the Court that its sanctioning of the Scheme will be relied upon by Investec as an approval of the Scheme following a hearing on its fairness to Evolution Shareholders, at which hearing all Evolution Shareholders are entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all Evolution Shareholders.

PART II INFORMATION ON INVESTEC

1 Overview and history

Investec is an international specialist bank and asset manager that provides a diverse range of financial products and services to a select client base. It was founded as a leasing company in Johannesburg in 1974, acquired a banking licence in 1980 and was listed on the JSE in 1986.

In July 2002, the Group implemented a dual listed companies structure, which synthetically merged Investec plc, listed on the Official List and traded on the London Stock Exchange with ISIN GB00B17BBQ50, with Investec Limited, which is listed on the JSE. Investec plc also has a secondary listing on the JSE. Investec plc together with Investec Limited has a pro forma market capitalisation of approximately £2.9 billion as at 7 December 2011.

The Group has expanded through a combination of substantial organic growth and a series of strategic acquisitions. It now has an efficient integrated international business platform offering all of its core activities in the UK and South Africa, with select activities in Australia and elsewhere.

The Group is organised as a network comprising six business divisions: Asset Management, Wealth & Investment, Property Activities, Private Banking, Investment Banking and Capital Markets. Its head office provides certain group-wide integrating functions and is also responsible for its central funding and the Trade Finance business.

2 Strategy of Investec

Investec strives to be a distinctive specialist bank and asset manager, driven by commitment to its core philosophies and values. Investec pursues its strategy through an emphasis on:

2.1 Reinforcing a specialised and focused approach

Investec looks to build well-defined businesses focused on serving the needs of select market niches where it can compete effectively. In its pursuit of client satisfaction, Investec aims to provide high quality specialised services to targeted clients, rather than high-volume services to the greatest number. Investec will continue to focus on building business depth rather than breadth in its core areas of activity and the geographies in which it operates. Investec intends to continue to pursue organic growth opportunities with select bolt-on acquisitions.

2.2 Maintaining a balanced business model

Investec focuses on maintaining an appropriate balance between revenue earned from operational risk businesses and revenue earned from financial risk businesses. This ensures that Investec is not over reliant on any one part of its business to sustain its activities and that it has a large recurring revenue base that the Directors believe enable it to better navigate through varying cycles and support Investec's long-term growth objectives.

Investec's current strategic objectives include increasing the proportion of its non-lending revenue base which the Group largely intends to achieve through the continued strengthening and development of its wealth and asset management businesses.

As at 30 September 2011, as set out in Investec's unaudited annual results, recurring income as a percentage of total operating income amounted to 67.8% (63.0% as at 30 September 2010, 62.3% and 60.4% for the years ended 31 March 2011 and 31 March 2010, respectively). Currently, Investec is focused on moderating loan growth and shifting emphasis to increasing the proportion of its nonlending revenue base.

2.3 Stringent management of risk, capital and liquidity

The intimate involvement of senior management underpins Investec's risk management strategy, which is critical to the Group's success. A culture of risk awareness is embedded in Investec's reward programmes and day-to-day activities. Investec will continue to focus on maintaining a sound balance sheet with low leverage. Investec invests a significant portion of deposits gathered in readily available, high quality liquid assets and targets a minimum cash-to-deposit liability base ratio of 20%.

Investec holds capital in excess of regulatory requirements and intends to continue to adhere to this philosophy and to ensure that it remains well capitalised in this vastly changed, and continually changing, banking environment.

2.4 Leveraging Group skills

Investec encourages and exploits synergies across markets and divisions in order to develop a comprehensive and efficient cross-border capability. An ability to integrate an increasingly complex organisation effectively and to foster a culture of unselfish collaboration in the pursuit of its performance is central to Investec's strategy.

2.5 Maintaining efficiency

Investec aims to ensure that costs are contained with expense growth (excluding depreciation) targeted below the respective inflation rates in each of its core geographies. Over the past ten years, the Group's compound annual growth in expenses of 11.6% is 2.1% below the growth in revenue of 13.7% over the same period.

2.6 Perpetuation of Investec's culture

Investec seeks to attract and retain highly talented professionals by maintaining a working environment that stimulates high performance and encourages a creative and entrepreneurial culture.

The Directors are keen that the careful selection of people, their ongoing education and uncompromising commitment to Investec's stated values should continue to be a distinctive characteristic of Investec's culture and drive.

2.7 The achievement of financial objectives

Investec has an established and published set of financial objectives that it aspires to achieve over the medium to long-term and through varying market conditions. These targets are:

• a Group return on equity of greater than 20% over an economic cycle. However, this is currently under review by Investec;
• an adjusted earnings per share growth of 10% in excess of UK inflation over an economic cycle;
• a dividend cover of between 1.7 to 3.5 times based on adjusted earnings per share;
• a Group cost-to-income ratio of less than 65%; and
• a capital adequacy ratio range of between 14% to 17% on a consolidated basis for Investec plc and Investec Limited, and a minimum tier 1 ratio of in excess of 11%.

3 Key strengths

The Directors believe that Investec's key strengths are:

3.1 Careful targeting of niche markets

Investec's core philosophy is to build well-defined businesses focused on serving clients in select market niches where it can compete effectively.

3.2 Distinctive culture and people

Investec has a strong entrepreneurial, merit and values-based culture, and aims to encourage and reward passion, energy and stamina. Investec seeks to reinforce its employees' commitment to its culture and values through a compensation philosophy that promotes material employee share ownership.

3.3 Balanced portfolio of businesses

Investec has a balanced and diversified portfolio of businesses which offers carefully selected products and services across different geographies, thereby increasing the stability of Investec's earnings.

3.4 Risk awareness, control and compliance are embedded in day-to-day activities

Material employee ownership and risk-based reward programmes ensure that shareholder and employee interests are aligned.

3.5 Depth and stability of leadership

Investec's Executive Directors are supported by divisional and geographic business leaders as well as senior management. Both the Executive Directors and business leaders have a key history with the Group resulting in a stable leadership.

4 An overview of Investec's business activities

Group operating structure

The chart below illustrates Investec's operating structure by division, together with the primary activities conducted by each division.

Asset Management and Wealth Management		Specialist Bank
Asset Management • 4Factor equities Contrarian South African equities Frontier ۰ • Commodities and resources • Fixed income and currency • Multi-asset • Africa • Australia $\bullet$ Asia Cross border (Europe, ٠ Japan, Latin America. Middle East) USA ۰ $\bullet$ UK	Wealth and Investment Portfolio management ٠ Stockbroking · Alternative investments • Investment advisory services • Electronic trading services Retirement portfolios ۰ • Southern Africa UK and Europe ۰	Property Activities • Fund management • Listed funds • Trading and development · Australia • Southern Africa • UK and Europe	Private Banking • Banking activities • Growth and acquisition finance • Specialised lending Structured property finance • Trust and fiduciary services · Australia • Southern Africa • UK and Europe	Investment Banking • Corporate finance · Institutional research. sales and trading • Principal investments · Australia • Hong Kong India ٠ Southern Africa • UK and Europe $\bullet$ USA	Capital Markets Specialised lending ٠ Structured derivatives Securitisation and principal finance • Specialist funds • Australia Canada ٠ India ٠ Southern Africa • UK and Europe
Group Services and Other Activities Central Services Central Funding International Trade Finance

Operations

The discussion that follows focuses on the business operations within each division that are the primary contributors to Investec's results of operations or are of particular strategic importance to its future growth.

The table below provides a breakdown of Investec's operating profit before goodwill, acquired intangibles, non-operating items and taxation and after non-controlling interests on a divisional and geographic basis for the six months ended 30 September 2011 and the six months ended 30 September 2010.

The information presented herein in relation to the six months ended 30 September 2011 is extracted without material amendment from Investec's unaudited interim results which has been incorporated by reference into this document as described in Part X.

		UK and Europe		Southern Africa		Australia		Total Group		% Change		% of total
		30 September
	2011	2010	2011	2010	2011	2010	2011	2010	2011	2010	2011	2010
						£'000
Asset Management	28,401	18,867	37,177	30,046	—	—	65,578	48,913	34.1%	—	29.3%	21.4%
Wealth & Investment	13,217	8,996	8,571	7,346	—	—	21,788	16,342	33.3%	—	9.7%	7.2%
Property Activities	(20)	(443)	10,453	14,540	1,255	2,311	11,688	16,408	(28.8%)	—	5.2%	7.2%
Private Banking	3,779	(12,486)	14,701	14,150	(23,382)	(5,543)	(4,902)	(3,879)	26.4%	—	(2.2%)	(1.7%)
Core Private Banking	9,163	9,536	14,701	14,150	13,258	6,177	37,122	29,863	24.3%	—	16.6%	13.1%
Property portfolio being run off*	(5,384)	(22,022)	—	—	(36,640)	(11,720)	(42,024)	(33,742)	(24.5%)	—	(18.8%)	(14.8%)
Investment Banking	(2,059)	8,816	7,488	36,845	(1,770)	(3,151)	3,659	42, 510	(91.4%)	—	1.6%	18.6%
Capital Markets	98,892	88,385	54,806	40,364	1,917	4,757	155,615	133,506	16.6%	—	69.6%	58.5%
Group Services and Other Activities	(47,876)	(32,097)	17,478	3,119	601	3,335	(29,797)	(25,643)	16.2%	—	(13.3%)	(11.2%)
Total groups	94,334	80,038	150,674	146,410	(21,379)	1,709	223,629	228,157	(2.0%)	—	100%	100%
Core business	99,718	102,060	150,674	146,410	15,261	13,429	265,653	261,899
Property portfolio being run off*	(5,384)	(22,022)	-	-	(36,640)	(11,720)	(42,024)	(33,742)
Minority interest - equity							(4,568)	(10,837)
Total group							219,061	217,320
% change	17.9%	-	2.9%	-	(>100%)	-	(2.0%)	-
of total	42.2%	35.1%	67.4%	64.2%	(9.6%)	0.7%	100%	100%

*Residual property development loan portfolios in Ireland and Australia which have been ring-fenced for collection and recovery and are being run-off.

The table below provides a breakdown of Investec's operating profit before goodwill, acquired intangibles, non-operating items and taxation and after non-controlling interests on a divisional and geographic basis for the year ended 31 March 2011 and the year ended 31 March 2010.

The information presented herein in relation to the financial year ended 31 March 2011 is extracted without material amendment from Investec's audited annual results which has been incorporated by reference into this document as described in Part X.

	UK and Europe		Southern Africa		Australia		Total Group		% change		% of total
			31 March
	2011	2010	2011	2010	2011	2010	2011	2010	2011	2010	2011	2010
						(£'000)
Asset Management	53,002	25,335	74.306	58,077	—	—	127,308	83,412	52.6%		29.3%	19.3%
Wealth & Investment	25,008	11,637	15,418	14,250	—	—	40,426	25,887	56.2%		9.3%	6.0%
Property Activities	375	825	40,178	31,582	7,155	1,072	47,708	33,479	42.5%	—	11.0%	7.8 %
Private Banking (84,041)		6,545	2,990	29,330	(10,390)	1,177	(91,441)	37,052	(>100.0%)	—	(21.0%)	8.6%

	UK and Europe		Southern Africa		Australia		Total Group		% change		% of total
			31 March
	2011	2010	2011	2010	2011	2010	2011	2010	2011	2010	2011	2010
						(£'000)
Investment Banking	8,887	(4,399)	65,191	45,694	(6,716)	273	67,362	41,568	62.1%	—	15.5%	9.6%
Capital Markets 139,978		93,163	92.211	70,572	9,860	15,404	242,049	179,139	35.1%	—	55.7%	41.4 %
Group Services and Other Activities	(9,583 )	(9,407)	9,780	40,862	797	266	994	31,721	(96.9%)	—	0.2%	7.3 %
Operating profit 133,626		123,699	300,074	290,367	706	18,192	434,406	432,258	0.5%	—	100.0%	100.0%
Minority interest - equity							(10,962)	(18,802)
Total group							423,444	413,456
% change	8.0%	—	3.3%	—	(96.1%)	—	0.5	—
% of total	30.8%	28.6%	69.0%	67.2%	0.2%	4.2%	100%	100%

4.1 Asset Management

Investec Asset Management offers a comprehensive range of portfolio management services and products to institutional and retail fund clients in the UK, Africa, Europe, Australia, the Americas, the Middle East and Asia. The division has a broad client base including sovereign wealth funds, central banks, pension funds, banks, private banks, family offices, independent financial advisors and individual investors.

For the six months ended 30 September 2011, the Asset Management division accounted for £65.6 million of Investec's operating profit (£48.9 million for the six months ended 30 September 2010), or 29.3% (21.4% for the six months ended 30 September 2010) of Investec's total for the period.

As at 30 September 2011, the division had £53.1 billion (£49.5 billion for the six months ended 30 September 2010) of assets under management.

For the year ended 31 March 2011, the Asset Management division was the second largest contributor to Investec's operating profit having accounted for £127.3 million operating profit (£83.4 million for the year ended 31 March 2010), or 29.3% (19.3% for the year ended 31 March 2010) of Investec's total for the period.

As at 31 March 2011, the division had £58.8 billion (£46.4 billion for the year ended 31 March 2010) of assets under management.

4.1.1 United Kingdom and Europe

Investec launched its asset management operations in the UK following Investec's acquisition of Guinness Flight Hambro in 1998. This acquisition provided Investec Asset Management with additional assets under management and the infrastructure of Guinness Flight Hambro's operations. During 1999 and 2000, the product platform was redesigned to focus on the creation of a domestic franchise in the UK for both the institutional and mutual fund businesses. The division emerged from the restructuring as a multi-specialist investment manager with key strengths in the UK and global equities and the UK and global fixed income. Today, Investec Asset Management has a strong brand in the UK and European mutual funds market and continues to penetrate the UK and European institutional market. As at 30 September 2011, UK and international assets under management amounted to £29.2 billion (£23.7 billion for the six months ended 30 September 2010). For the year ended 31 March 2011, UK and international assets under management amounted to £30.8 billion (£21.7 billion for the year ended 31 March 2010).

4.1.2 South Africa

Investec Asset Management commenced operations in South Africa in 1991. Today, it is one of the largest managers of third party assets in South Africa, managing funds on behalf of individuals, retirement funds, insurance companies, government bodies, universities, corporations and other institutions. Investec is a multi-specialist investment manager and a market leader in specialist equity, fixed interest, balanced and absolute return funds. For the six months ended 30 September 2011, South African funds under management amounted to R301.6 billion (£23.9 billion) (R283.8 billion or £25.8 billion for the six months ended 30 September 2010). As at 31 March 2011, South African funds under management amounted to R305.0 billion (£28.0 billion) (R274.8 billion or £24.7 billion for the year ended 31 March 2010).

4.2 Wealth & Investment

Investec's Wealth & Investment business offers high net worth individuals a selection of personal investment and stockbroking services. For the six months ended 30 September 2011, Investec's Wealth & Investment business had approximately £26.3 billion in funds under management (£27.7 billion for the six months ended 30 September 2010). As at 31 March 2011, this business had approximately £29.4 billion in funds under management (£27.1 billion for the year ended 31 March 2010), of which £11.6 billion and £17.8 billion (£10.3 billion and £16.8 billion respectively for the year ended 31 March 2010) were managed on a discretionary and non-discretionary basis, respectively.

United Kingdom

In the UK, our private client stockbroking business, Carr Sheppards Crosthwaite, was sold to Rensburg Sheppards plc on 6 May 2005. Investec retained an approximate 47% interest in the combined entity, Rensburg Sheppards plc and then acquired the remaining 53% interest in June 2010.

South Africa

Investec commenced its Wealth & Investment business in South Africa in 1996 through the acquisition of Fergusson Bros, which now operates under the name Investec Securities Limited. The business has grown primarily through strategic acquisitions, supplemented with solid discretionary portfolio management growth in managed clients.

For the six months ended 30 September 2011, Investec's South African Wealth & Investment business had assets under management of R154.9 billion (£12.3 billion) (R141.8 billion or £12.9 billion for the six months ended 30 September 2010) of which R23.7 billion (£1.9 billion) (R20.8 billion or £1.9 billion for the six months ended 30 September 2011) and R131.2 billion (£10.4 billion) (R121.0 billion or £11.0 billion for the six months ended 30 September 2010) were managed on a discretionary and non-discretionary basis, respectively.

As at 31 March 2011, Investec's South African Wealth & Investment business had assets under management of R158.8 billion (£14.6 billion) (R133.9 billion or £12.1 billion for the year ended 31 March 2010) of which R22.6 billion (£2.1 billion) (R19.7 billion or £1.8 billion for the year ended 31 March 2010) and R136.2 billion (£12.5 billion) (R114.2 billion or £10.3 billion for the year ended 31 March 2010) were managed on a discretionary and non-discretionary basis, respectively.

4.3 Property Activities

The Property division contributed £11.7 million to operating profit for the six months ended 30 September 2011 (£16.4 million for the six months ended 30 September 2010), or 5.2% (7.2% for the six months ended 30 September 2010) of Investec's total for the period.

The Property division contributed £47.7 million to operating profit for the year ended 31 March 2011 (£33.5 million for the year ended 31 March 2010), or 11% (7.8% for the year ended 31 March 2010) of Investec's total for the period, making it the fourth largest contributor to operating profit for the period. The South African business is well established and the UK and Australian businesses have been operational since 2007.

Services provided by the Property business in South Africa include management of property investment funds (listed and unlisted), property trading and development and listed property portfolio management. As at 30 September 2011, total funds under management in the South African business amounted to R1.7 billion (£135 million) (R518 million or £47 million for the six months ended 30 September 2010). As at 31 March 2011, total funds under management in the South African business amounted to R503 million (£46 million) (R677 million or £61 million for the year ended 31 March 2010).

Investec is making progress in expanding the Group's South African property model in the UK to include property fund management, investment, trading and development.

The platform for Investec's property investments business in Australia was enhanced by the creation of the Investec Property Opportunity Fund in 2007. Total funds under management as at 30 September 2011 were A\$267 million (£167 million) (A\$248 million or £152 million for the six months ended 30 September 2010). Total funds under management as at 31 March 2011 were A\$258 million (£166 million) (A\$211 million or £127 million for the year ended 31 March 2010).

4.4 Private Banking

The Private Banking division recorded a loss of £4.9 million for the six months ended 30 September 2011 (a loss of £3.9 million for the six months ended 30 September 2010) which represented (2.2%) ((1.7%) for the six months ended 30 September 2010) of Investec's total for the period. The division had retail deposits and a total loan portfolio as at 30 September 2011 of £12.0 billion and £12.5 billion, respectively (£12.2 billion and £13.0 billion each for the six months ended 30 September 2010).

The year ended 31 March 2011 was a difficult year for the Private Banking division which posted a loss of £91.4 million (a profit of £37.1 million for the year ended 31 March 2010), which represented (21.0%) (8.6% for the year ended 31 March 2010) of Investec's total for the period. The division had retail deposits and a total loan portfolio as at 31 March 2011 of £12.5 billion and £13.3 billion, respectively (£11.8 billion and £12.9 billion each for the year ended 31 March 2010).

Investec Private Bank provides a range of private banking services, targeting select high income and high net worth individuals and their businesses in chosen niche markets, primarily in the UK, South Africa and Australia. These services include: structured property finance; specialised lending; growth and acquisition finance; trust and fiduciary services; and banking services. Investec seeks to position its private banking operations in the low volume, high advisory market. The Private Bank's strategy is to operate as 'an investment bank for private clients', offering both credit and investment services to its select clientele. The Directors believe that one of Investec's strengths is its ability to originate new business by leveraging off the strong client relationships it has been able to establish through its lending activities. The Directors believe that this operating model positions it more favourably compared to private banks that are dependent on the more traditional asset-gathering model.

United Kingdom and Europe

Investec entered the UK private banking market in 1992 with the acquisition of Allied Trust Bank Limited, a domestic bank with a predominantly retail banking product and service offering, as well as limited lending capability. Since that date, Investec has grown its Private Banking operations organically and through select acquisitions. The UK operation is based in London, with support offices in Manchester, the Channel Islands, Switzerland and Ireland. As at 30 September 2011, Investec's UK and European private banking operation had a loan portfolio of £3.5 billion (£3.4 billion for the six months ended 30 September 2010) and retail deposits of £6.1 billion (£6.1 billion for the six months ended 30 September 2010). As at 31 March 2011, Investec's UK and European private banking operation had a loan portfolio of £3.4 billion (£3.6 billion for the year ended 31 March 2010) and retail deposits of £6.1 billion (£6.3 billion for the year ended 31 March 2010).

South Africa

Investec operates one of South Africa's leading private banks and has offices in 10 cities in South Africa. As at 30 September 2011, Investec's South African private banking operation had a loan portfolio of R92.6 billion (£7.3 billion) (R87.0 billion or £7.9 billion for the six months ended 30 September 2010) and retail deposits of R60.0 billion (£4.7 billion) (R53.9 billion or £4.9 billion for the six months ended 30 September 2010). As at 31 March 2011, Investec's South African private banking operation had a loan portfolio of R88.4 billion (£8.1 billion) (R85.5 billion or £7.7 billion for the year ended 31 March 2010) and retail deposits of R56.1 billion (£5.2 billion) (R51.2 billion or £4.6 billion for the year ended 31 March 2010).

Australia

Investec received a banking licence in Australia in August 2002 which opened up many opportunities including the expansion of the Private Banking division. In Australia the division specialises in high income transactional banking and private client investment banking. The acquisition of Experien Pty Ltd in late 2007 has enabled the division to build relationships with specialists in the medical and accounting fields, further establishing Investec's banking platform and expanding its brand footprint to a wider target audience. As at 30 September 2011, Investec's Australian private banking operation had a loan portfolio of A\$2.7 billion (£1.7 billion) (A\$2.7 billion or £1.7 billion for the six months ended 30 September 2010) and retail deposits of A\$1.9 billion (£1.2 billion) (A\$1.8 billion or £1.1 billion for the six months ended 30 September 2010). As at 31 March 2011, Investec's Australian private banking operation had a loan portfolio of A\$2.8 billion (£1.8 billion) (A\$2.7 billion or £1.6 billion for the year ended 31 March 2010) and retail deposits of A\$1.9 billion (£1.2 billion) (A\$1.4 billion or £0.9 billion for the year ended 31 March 2010).

Private Banking product and service offering

Investec's principal private banking product and service offering includes the following:

Structured property finance

This sub-division focuses on providing senior debt and equity for residential and commercial transactions.

Specialised lending

The specialised lending practice provides structured finance facilities to individuals. In the UK the focus is on four sectors: publicly listed equities; the private equity industry; the sports and media industry; and movable assets. In South Africa the offering includes margin lending and the financing of non-standard assets.

Growth and acquisition finance

This sub-division works with entrepreneurs, management teams and private equity houses to implement acquisition and growth strategies for their businesses through the use of preferred equity, integrated finance and/or asset-based lending.

Trust and fiduciary services

Investec Trust operates within the fiduciary market, as a bank-owned trust company with the independence to operate with partners best suited to the needs of clients. Investec Trust offers a comprehensive range of services to its target market of high net worth individuals including trustee and executorship services, company formation and management, trust advice, international tax planning and qualifying employee share ownership trusts.

Banking

The offering in South Africa comprises a wide range of onshore and offshore banking services from a range of jurisdictions in multiple currencies, including lending, foreign exchange, daily transactional banking, mortgages and treasury. The treasury area spans currency deposits, money market deposits, structured deposits and cash management services.

The UK banking offering targets pension funds, discretionary asset managers, professional intermediaries, owner managed businesses and private clients. The onshore and offshore product range includes deposits, foreign exchange, interest rate instruments and principal protected deposits. Savings and transactional accounts for individuals and small businesses also form part of the offering. The mortgage range includes UK main residence and investment property mortgages, overseas property mortgages and multi-currency loans. All mortgages are secured against assets such as residential property, investment portfolios and offshore deposits.

4.5 Investment Banking

Investec engages in a range of investment banking activities and positions itself as an integrated business focused on local client delivery with international access. These activities comprise corporate finance, institutional research, sales and trading and principal investments. The key markets of operation are the UK and South Africa, although there are also limited activities in Australia. The division's mission statement is 'to be an integrated entrepreneurial investment banking business'.

For the six months ended 30 September 2011, the Investment Banking division's operating profit declined to £3.7 million (£42.5 million for the six months ended 30 September 2010) largely due to the performance of the listed principal investment portfolio which was adversely affected by a sharp fall in equity markets towards the end of the period.

For the year ended 31 March 2011, the Investment Banking division was the third largest contributor to Investec's operating profit, having accounted for £67.4 million (£41.6 million for the year ended 31 March 2010), or 15.5% (9.6% for the year ended 31 March 2010) of such operating profit.

4.5.1 United Kingdom

Investec operates its UK Investment Banking division under the name Investec Investment Banking and Securities. Investec entered the UK investment banking market in 1998, following its acquisition of Guinness Mahon, which included a securities and investment banking house, Henderson Crosthwaite Institutional Brokers.

The focus of the Investment Banking division in the UK is primarily on corporate finance and institutional broking activities, in both cases specialising in mid-market companies. The division also provides institutional broking services to large capitalisation companies where Investec has strong research capabilities and, additionally, has principal investments (currently a small managed private equity portfolio).

Corporate finance

Investec provides financial advisory services, particularly for mergers and acquisitions. The sub-division also advises on and participates in equity market fundraisings for its clients. Investec's corporate client list comprises 89 quoted companies and a number of private company advisory roles. For the six months ended 30 September 2011, the sub-division advised on 14 (nine for the six months ended 30 September 2010) mergers and acquisitions transactions with a combined value of £1.7 billion (£1.6 billion for the six months ended 30 September 2010) and completed seven fundraisings (three for the six months ended 30 September 2010), raising in aggregate £281 million (£197 million for the six months ended 30 September 2010). For the year ended 31 March 2011, the sub-division advised on 17 (15 for the year ended 31 March 2010) mergers and acquisitions transactions with a combined value of £2.1 billion (£0.6 billion for the year ended 31 March 2010) and completed eight fundraisings (13 for the year ended 31 March 2010) raising in aggregate £472 million (£599 million for the year ended 31 March 2010). Investec continues to expand its client base.

Institutional broking

Institutional broking activities in the UK are carried out under the name of Investec Securities. The division provides research, sales, trading and market making services to a range of UK and international institutional clients. Investec also acts as market maker to a number of small to mid-cap stocks and offers price making in selected large cap stocks.

Principal investments

Investec inherited a UK managed private equity portfolio as part of the Guinness Mahon and Hambros acquisitions in 1998 and continues to divest itself of this specific portfolio of investments. The sub-division continues to seek appropriate investment opportunities to enable it to leverage off the skills and knowledge base of the Group.

As at 30 September 2011, the aggregate book value of the UK Principal Investments portfolio was approximately £96 million (£67 million for the six months ended 30 September 2010). As at 31 March 2011, the aggregate book value of the UK Principal Investments portfolio was approximately £105 million (£49 million for the year ended 31 March 2010).

4.5.2 South Africa

Investec has established itself as one of South Africa's leading domestic corporate finance houses, focusing on the provision of corporate advisory services to large and mid-capitalisation companies. In addition, as a result of the local knowledge and expertise it has developed, Investec has been well placed to take advantage of opportunistic direct investments largely in connection with corporate advisory transactions in which it has been involved. Investec also provides institutional research sales and trading services, which is developed following its acquisition of Fergusson Bros in 1996.

Corporate finance

Since 1999, there has been relatively little domestic capital markets activity in South Africa. Accordingly, Investec has focused on the development of its domestic financial advisory business, in particular regarding black economic empowerment transactions, mergers and acquisitions, divestitures, restructurings and the provision of innovative and creative deal structures and advice. The Corporate Finance sub-division was ranked first in volume of listed mergers and acquisitions transactions and second in general corporate finance by volume in the Dealmakers Magazine Survey for Corporate Finance (2010 calendar year). This is the seventh

year that Investec has been ranked first in volume of listed mergers and acquisitions transactions. The Sponsor sub-division was ranked second in volume of mergers and acquisitions transactions. The Sponsor sub-division has been ranked in the top two in mergers and acquisitions and general corporate finance by volume for the past eight years.

Institutional research sales and trading

Operating under the name Investec Securities Limited, Investec offers an integrated research, sales and execution capability in South African stocks for domestic and international fund managers with an interest in, and exposure to, South Africa. The sub-division is also represented in the UK and United States to promote South African stocks to a global emerging market client base.

Principal investments

As a result of its in-depth market knowledge and local expertise, Investec is well positioned to take direct positions in predominantly JSE listed shares where it believes that the market is mispricing the value of the underlying portfolio of assets. These investments are always carefully researched prior to any position being taken. The sub-division continues to pursue opportunities to help to create and grow black owned and controlled companies.

Investec also actively seeks and selects expansion and buy-out investments as principal in unlisted South African companies. Investments are selected based on the track record of the management, the attractiveness of the industry and the ability to build value for the existing business by implementing an agreed strategy.

As at 30 September 2011, the South African Principal Investments portfolio had an aggregate book value of approximately R6.7 billion (£532 million) (R5.5 billion or £497 million for the six months ended 30 September 2010).

As at 31 March 2011, the South African Principal Investments portfolio had an aggregate book value of approximately R6.3 billion (£583 million) (R4.9 billion or £439 million for the year ended 31 March 2010).

4.5.3 Australia

Investec entered the Australian investment banking market in March 2001 with the acquisition of Wentworth Associates. This acquisition provided a platform to develop Investec's corporate finance and private equity subdivisions in Australia. Investec also has a limited private equity operation that sources transactions principally from its relationships with private and quoted Australian businesses.

As at 30 September 2011, the total value of Private Equity funds managed was A\$152 million (£95 million) (A\$459 million or £282 million for the six months ended 30 September 2010) and the value of the Australian Principal Investments portfolio was A\$13 million (£8 million) (A\$11 million or £7 million for the six months ended 30 September 2010).

As at 31 March 2011, the total value of Private Equity funds managed was A\$328 million (£212 million) (A\$317 million or £191 million for the year ended 31 March 2010) and the value of the Australian Principal Investments portfolio was A\$17 million (£11 million) (A\$27 million or £16 million for the year ended 31 March 2010).

4.6 Capital Markets

Investec's Capital Markets division provides a wide range of specialist products, services and solutions to select corporate clients, public sector bodies and institutions. The division undertakes the bulk of Investec's wholesale debt, structuring, proprietary trading, capital markets and derivatives business, and was the largest contributor to Investec's operating profit for the year ended 31 March 2011.

For the six months ended 30 September 2011, operating profit was £155.6 million (£133.5 million for the six months ended 30 September 2011). Operating profit for the year ended 31 March 2011 was £242.0 million (£179.1 million for the year ended 31 March 2010), representing 55.7% (41.4% for the year ended 31 March 2010) of Investec's total.

The division is focused on a number of product areas including: asset and liability management; treasury products and distribution; financial products; structured and asset finance; project and infrastructure finance; commodities and resource finance; interest rate trading; foreign exchange trading; structured equity and equity derivatives trading.

Most of the division's operating income is attributable to its operations in the UK and South Africa, although there are also limited activities in Australia. The Australian business has furthered its presence in this area following the acquisition of the banking operations of NM Rothschild & Sons Australia Limited in July 2006.

The division focuses on the following activities:

4.6.1 Asset and liability management (Treasury)

This area provides funding to the Group and manages liquidity and interest rate risk for the Group.

4.6.2 Treasury products and distribution

This division offers a broad range of treasury products and services to the corporate, institutional and public sector markets which are primarily aimed at money market and foreign exchange risk management. The division offers medium to small corporate entities deposit product, spot, forward exchange, currency swaps and currency options, principally in G7 currencies.

4.6.3 Interest rates

This area is involved with interest rate products, money market instruments, government and public sector bonds, and repurchase agreements aimed at solutions for corporate institutional and public sector clients.

4.6.4 Structured equity

The desks undertake structuring, finance, product issuance, market making, arbitrage and principal trading in equities and equity derivatives. The team manufactures and delivers a comprehensive suite of solutions to the retail and wholesale markets.

4.6.5 Financial products

This division is involved in financial engineering, preference share investments and structures, equities scrip lending, credit derivatives and the development of investment products.

4.6.6 Principal finance

This area is involved in the origination, securitisation, structuring and trading of residential mortgages, commercial mortgages, collateralised debt obligations and leveraged loans.

4.6.7 Structured and asset finance

The focus in this division is on small and large ticket asset leasing and finance. The large ticket asset finance business focuses on aircraft and shipping. The division also manages the Investec Global Aircraft fund.

4.6.8 Project finance

This sub-division provides advisory services, debt arranging and underwriting and equity raising in the infrastructure, power and industrial sectors with a focus on healthcare, telecoms, defence projects, transport and power.

The Project Infrastructure and Investment team applies an investment banking paradigm to the investment of equity in infrastructure projects. The team originates and executes investments for Investec and for the bank's private and institutional clients. The team's primary focus is on environmentally-sustainable infrastructure, notably clean and renewable energy, waste management and water supply.

The Social Infrastructure Investment business originates, finances and develops facilities with long-term sovereign or semi-sovereign rent streams, for all levels of government, their agencies and universities. It also employs the same disciplines to originate high quality institutional property.

4.6.9 Commodities and resource finance

This division offers advisory services, debt arranging and underwriting and equity raising in the mining resources industry, together with structured hedging solutions.

4.6.10 Debt capital markets

The Debt Capital Markets business focuses on bond origination, distribution and trading.

4.6.11 Corporate and leveraged debt

Corporate and leveraged debt division targets event-driven borrowing such as that for acquisitions, expansions, property, plant and equipment, project developments and refinancings by mid-tier and larger corporate borrowers. The primary focus of this business is senior secured debt, although due consideration is also given to secured facilities, second lien and subordinated or mezzanine debt in select transactions.

4.7 Group Services and Other Activities

Group Services includes the Central Services and Central Funding functions, while Other Activities predominantly includes the International Trade Finance business. Group Services and Other Activities reported a loss for the six months ended 30 September 2011 of £29.8 million (a loss of £25.6 million for the six months ended 30 September 2010). During this period, Central Services incurred net costs of £45.6 million (£38.5 million for the six months ended 30 September 2010), Central Funding contributed operating profit of £10.9 million (£9.2 million for the six months ended 30 September 2010) and International Trade Finance contributed operating profit of £4.9 million (£3.7 million for the six months ended 30 September 2010).

For the year ended 31 March 2011, Group Services and Other Activities accounted for a profit of £1 million (£31.7 million for the year ended 31 March 2010). For the same period, Central Services incurred net costs of £99.1 million (£73.2 million for the year ended 31 March 2010), Central Funding contributed operating profit of £91.0 million (£97.7 million for the year ended 31 March 2010) and International Trade Finance contributed operating profit of £9.1 million (£7.2 million for the year ended 31 March 2010).

Central Services

Central Services is made up of functional areas that provide services centrally across all of Investec's business operations. Consistent with Investec's philosophy of operating as a single organisation, Central Services provides integrating mechanisms between the business operations. While these services do not form part of the operating divisions, there is a policy in place whereby a portion of these costs are allocated to the divisions.

Central Services include: Risk Management, Information Technology, Finance, Investor Relations, Marketing and Organisation Development. Other group support services include: Head Office, Internal Audit and Compliance, Legal, Company Secretarial, Tax, Information and Business Intelligence Centre, Regulatory and Facilities. There are certain costs that are strategic in nature and which have not been allocated to the operating divisions.

Central Funding

Investec's business model involves maintaining a central pool of capital, with the aim of obtaining economies of scale for corporate investments, funding and overall management. Investec uses various sources of funding, depending on the specific financial and strategic requirements that the Group faces at the time. The funds raised are applied towards making acquisitions, funding central services and debt obligations, and purchasing corporate assets and investments not allocated to the principal operating divisions.

Other Activities - International Trade Finance

Investec acquired its International Trade Finance business, Reichmans Capital, in South Africa in 1990. Clients are small to medium-sized owner managed businesses. The sub-division offers trade, asset and debtor finance to provide clients with working capital and funding for the acquisition of assets, and to facilitate growth.

PART III INFORMATION ON EVOLUTION

Evolution is the holding company of Evolution Securities, Williams de Broë and Darwin Strategic. Founded in April 2001, Evolution is listed on the Official List and traded on the London Stock Exchange.

Williams de Broë is one of the UK's fastest growing private client investment managers, with a heritage dating back to 1869 and offices in Bath, Birmingham, Bournemouth, Edinburgh, Exeter, Guildford and London.

As stated in the Scheme Document dated 3 October 2011, the business employed over 150 investment professionals in seven UK locations, including over 70 investment managers with the aim of providing a comprehensive range of investment services to all of its clients and their professional advisers. On 18 November 2011, Evolution announced that its management has taken action to reduce its cost base from the fourth quarter of 2011, which includes reducing headcount by 60 employees.

Williams de Broë has expanded its private client business over the last five years both through organic growth and with the successful integration in 2009 of the new teams in Edinburgh and the Singer & Friedlander Investment Management Limited acquisition in London, repositioning the business in its sector.

Williams de Broë's performance and research capability have most recently been recognised by:

• The Daily Telegraph Wealth Management awards, winning Research Analyst of the Year 2010; and
• The Financial Times Wealth Management Review 2011 where two of its portfolio strategies were ranked first and second for performance over the past three years.

As at 30 June 2011, Evolution announced that Williams de Broë had assets under management of approximately £6.0 billion. On 20 October 2011, Evolution announced that Williams de Broë had completed its acquisition of BNP Paribas Private Investment Management. As at 30 June 2011, BNP Paribas Private Investment Management had assets under management of approximately £1.8 billion. On 18 November 2011, Evolution announced that the combined assets under management were £7.1 billion at the end of October 2011.

Evolution Securities is a leading investment bank focused on serving an international institutional corporate client base, specialising in the UK and European equity and debt markets. Services include equity and fixed income research, institutional sales and trading, equity market making, debt capital markets and equity corporate finance and corporate broking.

As stated in the Scheme Document dated 3 October 2011, Evolution Securities' corporate broking and advisory team had 80 corporate clients and had executed 30 equity issues since January 2010 raising over £2.6 billion. The business has strength and track record in the natural resources sectors.

As stated in the Scheme Document dated 3 October 2011, Evolution Securities published research on more than 250 UK and Pan-European listed companies, and made markets in over 400 stocks. Evolution Securities was ranked first in both FTSE 100 and FTSE 250 stock recommendation categories by StarMine Analyst Awards.

Evolution Securities was voted Top European Fixed Income Agency Broker of 2011 by Credit Magazine for the third consecutive year.

Evolution said that Evolution Securities has also been a market leader in the debt capital markets business during 2011, resulting in the successful issuances of retail bonds for Tesco, Provident Financial and Places for People raising in excess of £300 million. Since the date of the Scheme Document, the debt capital markets business has also completed a mandate for National Grid, issuing retail bonds which raised £282.5 million.

For the six months ended 30 June 2011, the Evolution Group reported an after tax profit of £2.8 million and gross assets of £372.1 million. On 18 November 2011, Evolution announced that its investment banking income was considerably down in the third quarter of 2011 and that as a result the business is accruing a year to date loss at the adjusted operating level. In the same announcement, Evolution stated that the Evolution Group is in line to meet the Evolution board's expectations regarding trading performance. For the 12 month period ended 31 December 2010, the Evolution Group reported a loss after tax of £2.0 million.

PART IV

OVERVIEW OF BUSINESS PERFORMANCE AND OPERATING AND FINANCIAL REVIEW OF INVESTEC

1 Current trading and prospects

The key information that comprises the discussion of Investec's current trading and prospects can be found in paragraph 6 entitled "Current trading, trends and prospects" of Part I "Information on the Acquisition".

2 Operating and financial review

The key information that comprises the operating and financial review of Investec for the six months ended 30 September 2011 can be found on the following pages of Investec's Interim Report 2011 and is incorporated by reference herein:

Pages 9 to 12 and 25 to 103

The key information that comprises the operating and financial review of Investec for the year ended 31 March 2011 can be found on the following pages of Investec's Annual Report 2011 and is incorporated by reference herein:

Pages 18 to 52 and 111 to 210

The key information that comprises the operating and financial review of Investec for the year ended 31 March 2010 can be found on the following pages of Investec's Annual Report 2010 and is incorporated by reference herein:

Pages 16 to 49 and 105 to 195

The key information that comprises the operating and financial review of Investec for the year ended 31 March 2009 can be found on the following pages of Investec's Annual Report 2009 and is incorporated by reference herein:

Pages 8 to 31 and 85 to 164

See Part X for further details about information that has been incorporated by reference into this document.

3 Capitalisation and indebtedness

Capitalisation

The table below sets forth the Group's total unaudited capitalisation as at 30 September 2011, extracted without material adjustment from the Group's unaudited consolidated balance sheet as set out in its Interim Results which are incorporated by reference herein.

	(£'000)
Ordinary share capital	210
Perpetual preference share capital	153
Share premium	2,292,401
Treasury shares	(62,313)
Other reserves	38,838

	(£'000)
Retained income	1,234,384
Perpetual preferred securities issued by subsidiaries	293,829
Non-controlling interests in partially held subsidiaries	(518)
Total capitalisation as at 30 September 2011	3,796,984

There has been no material change to the capitalisation of the Group since 30 September 2011.

Indebtedness

The table below sets out the unaudited indebtedness of the Group as at 30 September 2011, extracted without material adjustment from the Group's unaudited internal management accounts:

	£'000
Subordinated liabilities(1)
Issued by Investec Finance plc - a wholly owned subsidiary of Investec plc
Guaranteed subordinated step-up notes(2)	35,077
Guaranteed undated subordinated callable step-up notes(3)	19,343
Issued by Investec Bank plc
Subordinated fixed rate medium-term notes(4)	568,193
Issued by Investec Australia Limited - a wholly owned subsidiary of Investec plc(5)
Subordinated floating rate medium term notes	7,065
Issued by Global Ethanol Holdings Limited - a partially owned subsidiary of Investec plc(6)
Subordinated loan notes	13,041
Issued by Kensington Group plc - a wholly owned subsidiary of Investec plc(7)
Callable subordinated notes	73,722
Issued by Investec Bank Limited - a wholly owned subsidiary of Investec Limited(8)
IV01 16% subordinated bonds 2012 issued in South African Rand(9)	14,260
IV03 16% subordinated bonds 2017 issued in South African Rand(10)	119,467
IV04 10.75% Subordinated unsecured callable bonds(11)	163,357
IV07 Subordinated unsecured callable bonds(12)	74,548
IV08 13.735% Subordinated unsecured callable bonds(13)	15,845
IV09 Subordinated unsecured callable bonds(14)	15,845

	£'000
IV012 Subordinated unsecured callable bonds(15)	19,806
IV013 Subordinated unsecured callable bonds(16)	3,961
IV014 10.545% Subordinated unsecured callable bonds(17)	9,903
IV015 Subordinated unsecured callable bonds(18)	106,951
Investec Property Fund debentures	67,742
Total indebtedness as at 30 September 2011	1,328,126

There has been no material change to the indebtedness of the Group since 30 September 2011.

Notes:

• (1) The only event of default in relation to the subordinated debt is the non-payment of principal or interest. The only remedy available to the holders of the subordinated debt in the event of default is to petition for the winding-up of the company. In a winding-up no amount will be paid in respect of the subordinated debt until all other creditors have been paid in full.
• (2) Guaranteed subordinated step-up notes: On 1 March 2004, Investec Finance plc issued £200,000,000 of 7.75% guaranteed subordinated step-up notes due 2016 at a discount. Interest is paid annually. The notes are guaranteed by Investec Bank plc and are listed on the Luxembourg Stock Exchange. The step-up notes may be redeemed by the issuer, at par, at any time after 1 March 2011, subject to the prior consent of the FSA. On 1 March 2011, the interest rate was reset to become the aggregate of 3.5% and the gross redemption yield of the relevant benchmark gilt.

On 17 February 2011, £166,207,000 of the 2016 Notes were repurchased and new Subordinated Notes issued by Investec Bank plc at an exchange ratio of 100%. On 16 March 2011, £166,207,000 of the Notes representing approximately 83.1% of the total issued principal amount, were cancelled. As at 30 September 2011 the principal amount in issue was £33,793,000.

(3) Guaranteed undated subordinated callable step-up notes: On 23 January 2007, Investec Finance plc issued £350,000,000 of 6.25% guaranteed undated subordinated step-up notes callable in 2017 at a discount. Interest is paid semi-annually. The notes are guaranteed by Investec Bank plc and are listed on the Luxembourg Stock Exchange. The step-up notes may be redeemed by the issuer, at par, at any time after 23 January 2017, subject to the prior consent of the FSA. On 23 January 2017, the interest rate will be reset to become three month LIBOR plus 2.11% payable quarterly in arrears.

On 17 February 2011 £226,930,000 of the Perpetual Notes were repurchased and new Subordinated Notes issued by Investec Bank plc at an exchange ratio of 85.2%. On 16 March 2011, £226,930,000 of the Notes representing approximately 64.8% of the original total issued principal amount, were cancelled. As at 30 September 2011, the principal amount in issue was £17,861,000.

(4) Subordinated fixed rate medium-term notes: On 17 February 2011, Investec Bank plc issued £500,000,000 of 9.625% subordinated notes due 2022 at a discount (2022 notes). Interest is paid annually. The notes are listed on the London Stock Exchange. The notes will be redeemed at par on 17 February 2022. Investec Bank plc invited the holders of the 2016 notes and perpetual notes to exchange the existing notes for the new 2022 notes. Under the exchange offer, the bank exchanged £193,258,000 of the 2022 notes for the perpetual notes and £166,504,000 of the 2022 notes for the 2016 notes.

On 29 June 2011, Investec Bank plc issued a further £39,576,000 of 9.625% 2022 Notes (to be consolidated and form a single series, and to be fungible, with the £500,000,000 2022 Notes issued on 17 February 2011).

(5) Subordinated floating rate medium-term notes: A\$10,750,000 of floating rate medium term notes (MTN) issued on 12 February 2010 at 3 month Bank Bills Swap Rate ("BBSW") plus 5% The maturity date is 12 February 2020. Interest is payable quarterly up to and excluding the early redemption date 12 February 2015. After this date, if the issuers call is not exercised, the interest will be the aggregate of 3 month BBSW plus 7.5% payable quarterly in arrears.

A\$1,500,000 was sold into the market on 12 August 2010 and a further A\$2,250,000 was sold into the market on 4 November 2010 having been held internally since 12 February 2010.

• (6) Global Ethanol Holdings Limited has issued loan notes which are redeemable on a date determined by the board of the company, at its absolute discretion. The loan notes will be redeemed on 31 December 2011, the redemption date. The shareholders may agree with the company the interest (if any) which will accrue on the loan notes. They are currently non interest bearing.
• (7) Kensington Group plc has in issue £69,767,000 of Callable Subordinated Notes due 2015. As from the reset date of 21 December 2010, interest is payable at the rate of 7.285%, annually in arrears. Prior to the reset date the rate payable was 9%. The Issuer may, at its option, redeem all, but not some only of the Notes at any time at par plus accrued interest, in the event of certain tax changes. The notes mature on 21 December 2015.
• (8) All subordinated debt issued by Investec Limited and its subsidiaries is denominated in South African Rand.
• (9) IV01 16% unsecured subordinated bonds: R180 million Investec Bank Limited local registered unsecured subordinated bonds due in 2012. Interest is paid six monthly in arrears on 31 March and 30 September at a rate of 16% per annum. The settlement date of the bonds is 31 March 2012.
• (10) IV03 16% unsecured subordinated bonds: R1,508 million Investec Bank Limited local registered unsecured subordinated bonds due in 2017. Interest is paid six monthly in arrears on 31 March and 30 September at a rate of 16% per annum until 31 March 2012, whereafter the interest rate will change to a floating rate of 3-month JIBAR plus 200 basis points until maturity. The settlement date of the bonds is 31 March 2017.
• (11) IV04 10.75% subordinated unsecured callable bonds: R2,062 million Investec Bank Limited local registered unsecured subordinated bonds due in 2018. Interest is paid six monthly in arrears on 30 September and 31 March at a rate of 10.75% per annum until 31 March 2013. The settlement date is 31 March 2018, but the company has the option to call the bonds from 31 March 2013. If not called, the bonds will switch to a floating rate of 3-month JIBAR plus 200 basis points payable quarterly in arrears until maturity.
• (12) IV07 variable rate subordinated unsecured callable bonds: R941 million Investec Bank Limited local registered unsecured subordinated callable bonds due in 2018. Interest is paid at 3-month JIBAR plus 140 basis points until 31 March 2013. Interest is payable quarterly in arrears. The maturity date is 31 March 2018, but the company has the option to call the bonds from 31 March 2013. If not called, the bonds will switch to a 3-month JIBAR plus 200 basis points.
• (13) IV08 13.735% subordinated unsecured callable bonds: R200 million Investec Bank Limited local registered unsecured subordinated bonds without a maturity date. Interest is paid six monthly in arrears on 31 October and 30 April at a rate of 13.735% per annum until 30 April 2018. The company has the option to call the bonds from 30 April 2013 or on any interest payment date falling after 30 April 2018. If not called by 30 April 2018, the bonds will switch to a floating rate of 3-month JIBAR plus 562.5 basis points payable quarterly in arrears until called.
• (14) IV09 variable rate subordinated unsecured callable bonds: R200 million Investec Bank Limited local registered unsecured subordinated bonds without a maturity date. Interest is paid quarterly in arrears on 31 July, 31 October, 31 January and 30 April at a rate equal to JIBAR plus 375 basis points until 30 April 2018. The company has the option to call the bonds from 30 April 2013 or on any interest payment date falling after 30 April 2018. If not called by 30 April 2018, the bonds will pay interest of 562.5 basis points above JIBAR payable quarterly in arrears until called.

• (15) IV012 variable rate subordinated unsecured callable bonds: R250 million Investec Bank Limited IV012 local registered unsecured subordinated callable bonds are due in November 2019. Interest is paid at 3-month JIBAR plus 325 basis points until 26 November 2014. Interest is payable quarterly in arrears. The maturity date is 26 November 2019, but the company has the option to call the bonds from 26 November 2014. If not called, the bonds will switch to a 3-month JIBAR plus 450 basis points.

• (16) IV013 variable rate subordinated unsecured callable bonds: R50 million Investec Bank Limited IV013 local registered unsecured subordinated callable bonds are due in June 2020. Interest is payable quarterly in arrears on 22 March, 22 June, 22 September and 22 December at a rate equal to 3-months JIBAR plus 275 basis points until 22 June 2015. From and including 22 June 2015 up to and excluding 22 June 2020 interest is paid at a rate equal to 3 months JIBAR plus 550 basis points. The maturity date is 22 June 2020, but the company has the option to call the bonds from 22 June 2015.

• (17) IV014 10.545% subordinated unsecured callable bonds: R125 million Investec Bank Limited IV014 local registered unsecured subordinated callable bonds are due in June 2020. Interest is payable six monthly in arrears on 22 June and 22 December at a fixed rate of 10.545% until 22 June 2015. From and including 22 June 2015 up to and excluding 22 June 2020 interest is paid quarterly in arrears on 22 June, 22 September, 22 December and 22 March at a rate equal to 3 months JIBAR plus 550 basis points. The maturity date is 22 June 2020, but the company has the option to call the bonds from 22 June 2015.
• (18) IV015 variable rate subordinated unsecured callable bonds: R1,350 million Investec Bank Limited IV015 local registered unsecured subordinated callable bonds are due in September 2022. Interest is payable quarterly in arrears on 20 December, 20 March, 20 June and 20 September at a rate equal to 3-months JIBAR plus 265 basis points until 20 September 2017. From and including 20 September 2017 up to and excluding 20 September 2022 interest is paid at a rate equal to 3 months JIBAR plus 400 basis points. The maturity date is 22 September 2022, but the company has the option to call the bonds from 20 September 2017.

4 Capital resources and liquidity management

Capital resources

Although Investec plc (and its subsidiaries) and Investec Limited (and its subsidiaries) are managed independently, the approach to capital management of each group is consistently applied. The DLC Structure requires the two groups to be considered independent from a capital perspective and hence capital is managed on this basis. This approach is exercised through the Board Risk and Capital Committee (via the Investec DLC Capital Committee) which is a board sub-committee with ultimate responsibility for the capital sufficiency of both Investec plc and Investec Limited. Investec plc is regulated by the FSA and Investec Limited is regulated by the South African Reserve Bank. In addition, a number of the Group's subsidiaries are subject to the capital regulations of the regulators for the jurisdictions in which they operate.

As a consequence of the global financial crisis and recent Eurozone debt position, there is a strong expectation from bank stakeholders that banking groups need to and will improve their capital adequacy ratios. Investec holds capital in excess of regulatory requirements and the Group intends to adhere to this philosophy and to ensure that it remains well capitalised in a vastly changed and continually changing banking world. Accordingly, the Group will continue to focus on maintaining a strong capital base by targeting a minimum tier one capital ratio of 11% and a total capital adequacy range of between 14% to 17% on a consolidated basis for Investec plc and Investec Limited.

The determination of target capital is driven by the Group's strategy and risk appetite, taking into account regulatory and market factors applicable to the Group. At the most fundamental level, the Group seeks to balance its capital consumption between ensuring that it is prudently capitalised to meet its risks, and optimise shareholder returns.

Investec plc and Investec Limited's principal sources of capital are funds that may be raised from time to time from the issue of debt or equity instruments, as well as from retained earnings. For an analysis of the Group's capital position as at 30 September 2011 refer to the unaudited consolidated interim financial statements of the Group as at 30 September 2011 included in Investec's Interim Results which is incorporated by reference into this document. In addition, further disclosures about the Group's management of capital resources are set out in the Investec Annual Report 2011 on pages 195 to 199, which are incorporated by reference herein.

Liquidity management

Liquidity management is vital for protecting the Group's depositors, preserving market confidence, safeguarding the Group's reputation and ensuring sustainable growth with established funding sources.

Through active liquidity management, the Group seeks to preserve stable, reliable and cost effective sources of funding. To accomplish this, the Group uses a variety of liquidity risk measures that consider market conditions, prevailing interest rates, projected balance sheet growth, and future funding and liquidity needs, whilst taking the desired nature and profile of liabilities into account. These metrics are used to develop the Group's funding strategy and measure and manage the execution thereof. The funding plan details the proportion of the Group's external assets which are funded by customer liabilities, unsecured wholesale debt, equity and loan capital thus maintaining an appropriate mix of term funding and strong balance sheet liquidity ratios within approved risk limits.

As set out in the Indebtedness table on page 55 of this document, the Group had in issue a range of subordinated liability instruments as at 30 September 2011. Most of the larger subordinated liabilities form part of the Group's regulatory capital base. These instruments have fixed maturity dates, as set out in the notes to the indebtedness table, and have not typically fluctuated significantly during the course of the six months ended 30 September 2011. They are managed as part of the Group's capital planning process in line with regulatory requirements and the Group's capital targets. In addition, the Group currently has medium-term external currency borrowings of €396.5 million and US\$560 million which have maturity dates ranging from 13 September 2013 to 27 September 2013. As at 30 September 2011, the Group had subordinated liabilities of £1.3 billion.

The Group maintains liquidity contingency plans and the identification of alternative sources of funds in the market. This is to ensure that cash flow estimates and commitments can be met in the event of general market disruption or adverse business and economic scenarios, while minimising detrimental long-term implications for the business.

The Group's liquidity management processes encompass principles set out by the regulatory authorities in each jurisdiction in which it operates.

The Group targets a diversified funding base, avoiding undue concentrations by investor type, maturity, market source, instrument and currency. The Group continues to place a low reliance on interbank wholesale funding to fund core lending. Customer deposits increased by 3% from 30 September 2010 to £24.2 billion as at 30 September 2011 (decreased by 1% from 31 March 2011, which represents an increase of 8% on a currency neutral basis). As at 30 September 2011, core advances (excluding own originated securitised assets) as a percentage of customer deposits were 68.2% (72.4% for the year ended 31 March 2011).

As at 30 September 2011, Investec had £45.9 billion of liabilities including deposits by banks (including Kensington warehouse funding) of £2.6 billion, customer accounts (deposits) of £24.2 billion, trading liabilities of £0.8 billion, debt securities in issue of £2.1 billion, derivative financial instruments of £2.0 billion, other liabilities of £1.3 billion, liabilities arising on securitisation of £3.6 billion, repurchase agreements and cash collateral on securities lent of £1.7 billion and subordinated liabilities of £1.3 billion.

As at 30 September 2011, Investec had £49.7 billion of assets including approximately £9.3 billion cash and near cash balances (which amounted to approximately 30% of its liability base), loans and advances to customers of £19.5 billion (including the Kensington warehouse assets), securitised assets of £4.1 billion, other assets of £1.5 billion, trading securities of £5.2 billion and investment securities of £3.5 billion.

A core strategy for many years has been the maintenance of cash reserves and a stock of readily available, high quality liquid assets (typically in the form of government or rated securities eligible for repurchase with the central bank) well in excess of minimum regulatory requirements as protection against unexpected disruptions in cash flows. These portfolios are managed within limits and, apart from acting as a buffer under going concern conditions, also form an integral part of the broader liquidity generation strategy in the unlikely event of a liquidity crunch. The Group is currently unaware of any circumstances that could significantly detract from its ability to raise deposits appropriate to its needs.

The financial data set out above for 30 September 2011 has been extracted from Investec's unaudited Interim Results. Further disclosures about the Group's management of liquidity resources including audited financial data are set out in the Investec Annual Report 2011 on pages 172 to 188, which are incorporated by reference herein.

PART V HISTORICAL FINANCIAL INFORMATION ON INVESTEC

Part A: Audited financial information

The combined consolidated financial statements of Investec included in the Investec Annual Reports for each of the years ended 31 March 2011, 2010 and 2009 together with the audit reports thereon are incorporated by reference into this document. Ernst & Young LLP of 1 More London Place, London SE1 2AF, Chartered Accountants regulated by the ICAEW, has issued unqualified audit opinions to the members of Investec plc on the combined consolidated financial statements of Investec included in the Investec Annual Reports for each of the three years ended 31 March 2011, 2010 and 2009. Ernst & Young Inc. of Wanderers Office Park, 52 Corlett Drive, Sandton, has issued unqualified audit opinions to the members of Investec Limited on the combined consolidated financial statements of Investec included in the Investec Annual Reports for each of the three years ended 31 March 2011, 2010 and 2009. The financial statements for the years ended 2011, 2010 and 2009 were prepared in accordance with IFRS.

The audit opinion to the members of Investec plc for the year ended 31 March 2011 is set out on pages 299 to 300 of the Investec Annual Report 2011 and the audit opinion to the members of Investec Limited is set out on page 301 of the Investec Annual Report 2011.

The audit opinion to the members of Investec plc for the year ended 31 March 2010 is set out on pages 286 to 287 of the Investec Annual Report 2010 and the audit opinion to the members of Investec Limited for the year ended 31 March 2010 is set out on page 288 of the Investec Annual Report 2010.

The audit opinion to the members of Investec plc for the year ended 31 March 2009 is set out on pages 238 to 239 of the Investec Annual Report 2009 and the audit opinion to the members of Investec Limited is set out on page 240 of the Investec Annual Report 2009.

See Part X of this document for further details about information that has been incorporated by reference into this document.

Part B: Unaudited financial information

The unaudited combined consolidated interim financial statements for the six months ended 30 September 2011 which were prepared in accordance with the Disclosure and Transparency Rules of the FSA and with IAS 34, Interim Financial Reporting, as adopted by the European Union are incorporated by reference in this document. Investec's unaudited combined consolidated interim financial statements should be read in conjunction with the annual combined consolidated financial statements for the year ended 31 March 2011, which have been prepared in accordance with IFRS as adopted by the European Union.

The independent review report to the members of Investec plc for the six months ended 30 September 2011 is set out on page 160 of the Investec Interim Report for the period ended 30 September 2011 and the independent auditor's report on the review of interim financial information to the members of Investec Limited for the six months ended 30 September 2011 is set out on page 161 of the Investec Interim Report for the period ended 30 September 2011.

PART VI HISTORICAL FINANCIAL INFORMATION ON EVOLUTION

Part A: Audited financial information

The combined consolidated financial statements of Evolution included in the Evolution Annual Reports for each of the years ended 31 December 2010, 2009 and 2008 together with the audit reports thereon are incorporated by reference into this document. PricewaterhouseCoopers LLP of Hay's Galleria, 1 Hays Lane, London, SE1 2RD, Chartered Accountants and Statutory Auditors regulated by the ICAEW, has issued unqualified audit opinions to the members of Evolution on the combined consolidated financial statements of Evolution included in the Evolution Annual Reports for each of the three years ended 31 December 2010, 2009 and 2008. The financial statements for the years ended 2010, 2009 and 2008 were prepared in accordance with IFRS as adopted by the European Union.

The audit opinion to the members of Evolution for the year ended 31 December 2010 is set out on page 64 of the Evolution Annual Report 2010.

The audit opinion to the members of Evolution for the year ended 31 December 2009 is set out on page 41 of the Evolution Annual Report 2009.

The audit opinion to the members of Evolution for the year ended 31 December 2008 is set out on page 78 of the Evolution Annual Report 2008.

See Part X of this document for further details about information that has been incorporated by reference into this document.

Part B: Unaudited financial information

The unaudited half year results of Evolution for the six months ended 30 June 2011 which were prepared in accordance with the Disclosure and Transparency Rules of the FSA and with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union, are incorporated by reference in this document. Evolution's unaudited half year results should be read in conjunction with the annual combined consolidated financial statements for the year ended 31 December 2010, which have been prepared in accordance with IFRS as adopted by the European Union.

PricewaterhouseCoopers LLP has issued an independent review report to The Evolution Group Plc for the six months ended 30 June 2011, which is set out on page 10 of the Evolution half year results for the period ended 30 June 2011.

PART VII TAXATION

1 United Kingdom

The comments set out below are based on current UK tax law as applied in England and Wales and published HMRC practice as at the date of this Prospectus, both of which are subject to change, possibly with retrospective effect. They are intended as a general guide and apply only to shareholders of Investec plc resident and in the case of an individual, ordinarily resident, for tax purposes in the UK (except insofar as express reference is made to the treatment of non-UK residents), who hold shares in Investec plc as an investment and who are the absolute beneficial owners thereof. The discussion does not address all possible tax consequences relating to an investment in the shares. Certain categories of shareholders, such as traders, brokers, dealers, banks, financial institutions, insurance companies, investment companies, collective investment schemes, tax-exempt organisations, persons connected with Investec plc or the Investec Group, persons holding the shares as part of hedging or conversion transactions, shareholders who are not domiciled or not ordinarily resident in the UK, shareholders who have (or are deemed to have) acquired their shares by virtue of an office or employment, and shareholders who are or have been officers or employees of Investec plc or a company forming part of the Investec Group, may be subject to special rules and this summary does not apply to such shareholders.

Shareholders or prospective shareholders who are in any doubt about their tax position, or who are resident or otherwise subject to taxation in a jurisdiction outside the UK, should consult their own professional advisers immediately.

1.1 Taxation of dividends

Investec plc will not be required to withhold tax at source when paying a dividend.

A UK resident individual shareholder who receives a dividend from Investec plc will be entitled to a tax credit which may be set off against the shareholder's total income tax liability. The tax credit will be equal to 10% of the aggregate of the dividend and the tax credit (the "gross dividend"), which is also equal to one-ninth of the cash dividend received. Such an individual shareholder who is liable to income tax at the basic rate will be subject to tax on the dividend at the rate of 10% of the gross dividend, so that the tax credit will satisfy in full such shareholder's liability to income tax on the dividend. In the case of such an individual shareholder who is liable to income tax at the higher rate, the tax credit will be set against but not fully match the shareholder's tax liability on the gross dividend and such shareholder will have to account for additional income tax equal to 22.5% of the gross dividend (which is also equal to 25% of the cash dividend received) to the extent that the gross dividend when treated as the top slice of the shareholder's income falls above the threshold for higher rate income tax. In the case of such an individual shareholder who is subject to income tax at the additional rate, the tax credit will also be set against but not fully match the shareholder's tax liability on the gross dividend and such shareholder will have to account for additional income tax equal to 32.5% of the gross dividend (which is also equal to approximately 36% of the cash dividend received) to the extent that the gross dividend when treated as the top slice of the shareholder's income falls above the threshold for additional rate income tax.

A UK resident individual shareholder who is not liable to income tax in respect of the gross dividend and other UK resident taxpayers who are not liable to UK tax on dividends, including pension funds and charities, will not be entitled to claim repayment of the tax credit attaching to dividends paid by Investec plc.

Shareholders who are within the charge to corporation tax will be subject to corporation tax on dividends paid by Investec plc, unless (subject to special rules for such shareholders that are small companies) the dividends fall within an exempt class and certain other conditions are met. It is expected that the dividends paid by Investec plc would generally be exempt for such shareholders. Such shareholders will not be able to claim repayment of tax credits attaching to dividends.

Non-UK resident shareholders will not generally be able to claim repayment from HMRC of any part of the tax credit attaching to dividends paid by Investec plc. A shareholder resident outside the UK may also be subject to foreign taxation on dividend income under local law. Shareholders who are not resident for tax purposes in the UK should obtain their own tax advice concerning tax liabilities on dividends received from Investec plc.

1.2 Taxation of capital gains

Shareholders who are resident or, in the case of individuals, ordinarily resident in the UK, or who cease to be resident or ordinarily resident in the UK for a period of less than five years of assessment, may, depending on their circumstances (including the availability of exemptions or reliefs), be liable to UK taxation on chargeable gains in respect of gains arising from a sale or other disposal of shares in Investec plc.

1.3 Inheritance tax

Shares in Investec plc will be assets situated in the UK for the purposes of UK inheritance tax. A gift of such assets by, or the death of, an individual holder of such assets may (subject to certain exemptions and reliefs) give rise to a liability to UK inheritance tax, even if the holder is neither domiciled in the UK nor deemed to be domiciled there (under certain rules relating to long residence or previous domicile). Generally, UK inheritance tax is not chargeable on gifts to individuals if the transfer is made more than seven complete years prior to death of the donor. For inheritance tax purposes, a transfer of assets at less than full market value may be treated as a gift and particular rules apply to gifts where the donor reserves or retains some benefit. Special rules also apply to close companies and to trustees of settlements who hold shares in Investec plc bringing them within the charge to inheritance tax. Holders of shares in Investec plc should consult an appropriate professional adviser if they make a gift of any kind or intend to hold any shares in Investec plc through a trust. They should also seek professional advice in a situation where there is potential for a double charge to UK inheritance tax and an equivalent tax in another country.

1.4 Stamp duty and stamp duty reserve tax ("SDRT")

Except in relation to depositary and clearance services (to which special rules apply), no UK stamp duty or SDRT will arise on the issue of shares in registered form by Investec plc.

Transfers on sale of shares in Investec plc will generally be subject to UK stamp duty at the rate of 0.5% of the consideration given for the transfer (rounded up to the next £5). The purchaser normally pays the stamp duty.

An agreement to transfer shares in Investec plc will normally give rise to a charge to SDRT at the rate of 0.5% of the amount or value of the consideration payable for the transfer. Generally, if a duly stamped transfer in respect of the agreement is produced within six years of the date on which the agreement is made (or, if the agreement is conditional, the date on which the agreement becomes unconditional), any SDRT paid is repayable, normally with interest, and otherwise the SDRT charge is cancelled. SDRT is, in general, payable by the purchaser.

Paperless transfers of shares in Investec plc within the CREST system are generally liable to SDRT, rather than stamp duty, at the rate of 0.5% of the amount or value of the consideration payable. CREST is obliged to collect SDRT on relevant transactions settled within the CREST system. Deposits of shares into CREST will not generally be subject to SDRT, unless the transfer into CREST is itself for consideration.

Where shares in Investec plc are issued or transferred (a) to, or to a nominee for, a person whose business is or includes the provision of clearance services or (b) to, or to a nominee or agent for, a person whose business is or includes issuing depositary receipts, stamp duty or SDRT will, under current UK tax legislation, be payable at the higher rate of 1.5% of the amount or value of the consideration given or, in certain circumstances, the value of the shares and subsequent agreements to transfer such shares within such a clearance service or depositary receipt system should not be subject to SDRT (except where a clearance service has made and maintained an election under section 97A(1) of the Finance Act 1986, which has been approved by HMRC, as a result of which no SDRT will be paid on the issue of shares into the account of that clearance service to which the election applies, but SDRT at the rate of 0.5% of the amount or value of consideration will be payable on subsequent agreements to transfer shares within such account). However, the European Court of Justice has found in C-569/07 HSBC Holdings Plc and Vidacos Nominees Limited v The Commissioners of Her Majesty's Revenue & Customs that the 1.5% SDRT charge is contrary to European Union law where shares are issued to a clearance service, and HMRC has subsequently indicated that it will not come to apply 1.5% SDRT when new shares are first issued to an EU clearance service or EU depositary receipts system. Following the HSBC Holdings case, HMRC announced that it will determine whether and how to amend the SDRT rules to ensure movements of shares into and within clearance services bear their fair share of tax, whilst ensuring the rules are compatible with EU law. The law in this area may therefore be particularly subject to change. Any liability for stamp duty or SDRT which does arise will strictly be accountable by the clearance service or depositary receipt operator or their nominee, as the case may be, but may, in practice, be payable by the participants in the clearance service or depositary receipt scheme.

The above statements in this section are intended as a general guide to the current stamp duty and SDRT position. Certain categories of person are not liable to stamp duty or SDRT and others may be liable at a higher rate or may, although not primarily liable for tax, be required to notify and account for SDRT under the Stamp Duty Reserve Tax Regulations 1986.

2 South Africa

The following is a summary of the material South African income tax consequences for Shareholders who are resident for tax purposes in South Africa of the acquisition, ownership and disposal of Ordinary Shares, based on current South African law and South African Revenue Service practice as at the date of this document. The summary only addresses the South African tax consequences for South African residents who hold their Ordinary Shares as capital assets and does not address the tax consequences which may be relevant to other categories of shareholders such as share dealers.

The summary is intended only as a general guide and is not intended to be, nor should it considered to be, legal or tax advice to any particular shareholder. Accordingly, investors should satisfy themselves as to the overall tax consequences in their own particular circumstances by consulting their own tax advisers.

2.1 Taxation of dividends

Investec plc is a dual listed foreign company (that is a company listed on the JSE Securities Exchange SA and a recognised foreign exchange) for the purposes of the Income Tax Act and in terms of Section 10(1)(k)(ii)(bb) of the Income Tax Act all dividends from Investec plc will be exempt from tax in the hands of tax residents of South Africa. The dividends will not give rise to secondary tax on companies credits for shareholders which are South African resident companies as a result of the application of Section 64B(3A)(d) of the Income Tax Act. Attention is drawn to the proposed tax amendments as introduced in the National Assembly, contained in the Taxation Laws Amendment Bill, including Part VII (Dividends Tax) that will impose a 10% dividend tax on such dividends with effect from 1 April 2012, if enacted.

2.2 Taxation of capital gains

On a disposal of Ordinary Shares, a capital gain or loss will arise, equal to the difference between the disposal proceeds and the base cost of the shares. Such capital gain or loss will be aggregated with all other capital gains or loss derived by the shareholder in the same tax year. Any aggregate capital gain will, if applicable, be reduced by the natural person's annual exclusion of R17,500 (R120,000 in the year of death) and the relevant percentage of the capital gain (25% for individuals, special trusts and individual policyholder funds, and 50% for companies, ordinary trusts and other taxable insurance portfolios) will be included in the shareholder's taxable income. Any aggregate capital loss will, if applicable, be reduced by the natural person's annual exclusion as above, and the net amount will be carried forward for set off against future capital gains. Shareholders are advised to consult their tax advisors for any advice relating to the ambit of the Eighth Schedule of the Income Tax Act.

3 United States

CERTAIN US FEDERAL INCOME TAX CONSIDERATIONS

TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, HOLDERS ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF FEDERAL TAX ISSUES IN THIS PROSPECTUS IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND CANNOT BE RELIED UPON, BY HOLDERS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON HOLDERS UNDER THE INTERNAL REVENUE CODE; (B) SUCH DISCUSSION IS INCLUDED HEREIN BY INVESTEC PLC IN CONNECTION WITH THE PROMOTION OR MARKETING (WITHIN THE MEANING OF CIRCULAR 230) BY INVESTEC PLC OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) HOLDERS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISER.

The following is a summary of certain material US federal income tax consequences of the ownership and disposition of New Investec Shares by a US Holder (as defined below). This summary deals only with US Holders that will hold the New Investec Shares as capital assets. The discussion does not cover all aspects of US federal income taxation that may be relevant to, or the actual tax effect that any of the matters described herein will have on the acquisition, ownership or disposition of New Investec Shares by particular investors, and does not address state, local, foreign or other tax laws. This summary also does not address tax considerations applicable to investors that own (directly or indirectly) 10% or more of the voting stock of either Investec plc, nor does this summary discuss all of the tax considerations that may be relevant to certain types of investors subject to special treatment under the US federal income tax laws (such as financial institutions, insurance companies, investors liable for the alternative minimum tax, individual retirement accounts and other tax-deferred accounts, tax-exempt organisations, dealers in securities or currencies, investors that will hold the New Investec Shares, as part of straddles, hedging transactions or conversion transactions for US federal income tax purposes or investors whose functional currency is not the US dollar).

As used herein, the term "US Holder" means a beneficial owner of New Investec Shares that is, for US federal income tax purposes, (i) an individual citizen or resident of the United States, (ii) a corporation created or organised under the laws of the United States or any State thereof, (iii) an estate the income of which is subject to US federal income tax without regard to its source or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more US persons have the authority to control all substantial decisions of the trust, or the trust has elected to be treated as a domestic trust for US federal income tax purposes.

The US federal income tax treatment of a partner in a partnership that holds New Investec Shares will depend on the status of the partner and the activities of the partnership. US Holders that are partnerships should consult their tax advisers concerning the US federal income tax consequences to their partners of the ownership and disposition of New Investec Shares by the partnership.

This summary assumes that, subject to the discussion below, Investec plc is not, a passive foreign investment companies (a "PFIC") for US federal income tax purposes. A foreign corporation's possible status as a PFIC must be determined annually and therefore may be subject to change. Investec plc's status as a PFIC in any taxable year will depend upon its assets and activities in each year and is subject to change.

If Investec plc were to be a PFIC in any year, materially adverse consequences could result for US Holders.

See "PFIC considerations" below.

The summary is based on the tax laws of the United States, including the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations thereunder, published rulings and court decisions, as well as on the income tax treaty between the United States and the United Kingdom (the "Treaty"), all as of the date hereof and all subject to change at any time, possibly with retroactive effect.

THE SUMMARY OF US FEDERAL INCOME TAX CONSEQUENCES SET OUT BELOW IS FOR GENERAL INFORMATION ONLY. ALL US HOLDERS SHOULD CONSULT THEIR TAX ADVISERS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF OWNING THE NEW INVESTEC SHARES, INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND POSSIBLE CHANGES IN TAX LAW.

Dividends

General

Distributions paid by Investec plc out of current or accumulated earnings and profits (as determined for US federal income tax purposes) will generally be taxable to a US Holder as foreign source dividend income, and will not be eligible for the dividends received deduction allowed to corporations. Distributions in excess of current and accumulated earnings and profits will be treated as a non-taxable return of capital to the extent of the US Holder's basis in the New Investec Shares and thereafter as capital gain. However, Investec plc does not maintain calculations of its earnings and profits in accordance with US federal income tax accounting principles. US Holders should therefore assume that any distribution by Investec plc with respect to New Investec Shares will constitute ordinary dividend income. US Holders should consult their own tax advisers with respect to the appropriate US federal income tax treatment of any distribution received from Investec plc.

For taxable years that begin before 2013, dividends paid by Investec plc will generally be taxable to a noncorporate US Holder at the special reduced rate normally applicable to long-term capital gains, provided Investec plc qualifies for the benefits of the Treaty. A US Holder will be eligible for this reduced rate only if it has held the New Investec Shares for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date. A U.S. Holder will not be able to claim the reduced rate on dividends received from the Company if the Company is treated as a PFIC in the taxable year in which the dividends are received or in the preceding taxable year. See "PFIC Considerations" below.

US Holders should consult their tax advisers concerning the applicability of the foreign tax credit and source of income rules to dividends on the New Investec Shares.

Foreign currency dividends

Dividends paid in pounds sterling will be included in income in a US dollar amount calculated by reference to the exchange rate in effect on the day the dividends are received by the US Holder, regardless of whether the pounds sterling are converted into US dollars at that time. If dividends received in pounds sterling are converted into US dollars on the day they are received, the US Holder generally will not be required to recognise foreign currency gain or loss in respect of the dividend income.

Sale or other disposition

Upon a sale or other disposition of New Investec Shares, a US Holder generally will recognise capital gain or loss for US federal income tax purposes equal to the difference, if any, between the amount realised on the sale or other disposition and the US Holder's adjusted tax basis in the New Investec Shares. This capital gain or loss will be long-term capital gain or loss if the US Holder's holding period in the New Investec Shares exceeds one year.

However, regardless of a US Holder's actual holding period, any loss may be long-term capital loss to the extent the US Holder receives a dividend that qualifies for the reduced rate described under "General" above, and exceeds 10% of the US Holder's basis in its New Investec Shares. Any gain or loss will generally be US source.

A U.S. Holder's tax basis in a New Investec Share will generally be its U.S. dollar cost. The U.S. dollar cost of a New Investec Share purchased with foreign currency will generally be the U.S. dollar value of the purchase price on the date of purchase, or the settlement date for the purchase, in the case of New Investec Shares traded on an established securities market, within the meaning of the applicable Treasury Regulations, that are purchased by a cash basis U.S. Holder (or an accrual basis U.S. Holder that so elects). Such an election by an accrual basis U.S. Holder must be applied consistently from year to year and cannot be revoked without the consent of the IRS.

The amount realised on a sale or other disposition of New Investec Shares for an amount in foreign currency will be the US dollar value of this amount on the date of sale or disposition. On the settlement date, the US Holder will recognise US source foreign currency gain or loss (taxable as ordinary income or loss) equal to the difference (if any) between the US dollar value of the amount received based on the exchange rates in effect on the date of sale or other disposition and the settlement date. However, in the case of New Investec Shares traded on an established securities market that are sold by a cash basis US Holder (or an accrual basis US Holder that so elects), the amount realised will be based on the exchange rate in effect on the settlement date for the sale, and no exchange gain or loss will be recognised at that time.

Disposition of foreign currency

Foreign currency received on the sale or other disposition of a New Share will have a tax basis equal to its US dollar value on the settlement date. Foreign currency that is purchased will generally have a tax basis equal to the US dollar value of the foreign currency on the date of purchase. Any gain or loss recognised on a sale or other disposition of a foreign currency (including its use to purchase New Investec Shares or upon exchange for US dollars) will be US source ordinary income or loss.

PFIC considerations

A foreign corporation will be a PFIC in any taxable year in which, after taking into account the income and assets of the corporation and certain subsidiaries pursuant to applicable "look-through rules", either (i) at least 75% of its gross income is "passive income" or (ii) at least 50% of the average value of its assets is attributable to assets which produce passive income or are held for the production of passive income.

Investec plc does not believe that it should be treated as a PFIC. Although interest income is generally passive income, a special rule allows banks to treat their banking business income as non-passive. To qualify for this rule, a bank must satisfy certain requirements regarding its licensing and activities. Investec plc believes that it currently meets these requirements. Investec plc's possible status as a PFIC must be determined annually, however, and may be subject to change if Investec plc fails to qualify under this special rule for any year in which a US Holder holds New Investec Shares. If Investec plc were to be treated as a PFIC in any year during which a US Holder holds New Investec Shares, US Holders would generally be subject to adverse US federal income tax consequences. Holders should consult their own tax advisers as to the potential application of the PFIC rules to the ownership and disposition of New Investec Shares.

Backup withholding and information reporting

Payments of dividends and other proceeds with respect to New Investec Shares, by a US paying agent or other US intermediary will be reported to the IRS and to the US Holder as may be required under applicable regulations. Backup withholding may apply to these payments if the US Holder fails to provide an accurate taxpayer identification number or certification of exempt status or fails to report all interest and dividends required to be shown on its US federal income tax returns. Certain US Holders are not subject to backup withholding. US Holders should consult their tax advisers as to their qualification for exemption from backup withholding and the procedure for obtaining an exemption.

Foreign financial asset reporting

Legislation enacted in March 2010 imposes new reporting requirements on the holding of certain foreign financial assets, including equity of foreign entities, if the aggregate value of all of these assets exceeds US\$50,000. The New Investec Shares are expected to constitute foreign financial assets subject to these requirements unless the New Investec Shares are regularly traded on an established securities market and held in an account at a financial institution (in which case, the account may be reportable if maintained by a foreign financial institution). U.S. Holders should consult their tax advisors regarding the application of this legislation.

PART VIII REGULATION

This Part VIII is intended to provide an indication of certain principal regulations to which the activities of Investec are subject. This section in itself is not comprehensive and should be read in conjunction with the rest of this document.

1 General

Various Investec companies are subject to regulation by government agencies in the jurisdictions in which they operate. The nature and extent of such regulation varies from jurisdiction to jurisdiction, but typically such regulation requires companies which carry on specified activities to obtain and maintain a licence from a regulator to carry on those activities and, consequently, to comply with detailed prudential and conduct rules. Furthermore, regulators typically require the controllers of the companies whose activities they regulate to also gain and maintain the approval of the regulator to act as a controller. Regulators commonly aim to protect market participants and customers (rather than shareholders or creditors) and do so by requiring the companies which they regulate to observe detailed conduct of business rules and rules governing the conduct of management, maintenance of adequate capital, use of risk management systems and the prevention of abusive practices.

Set out below are details of the relevant regulators in Investec's principal markets.

2 Group supervision and liaison between the South African Reserve Bank and the FSA

The South African Reserve Bank and the FSA entered into a memorandum of understanding (the "Memorandum of Understanding") at the time of the implementation of the DLC Structure in 2002 which sets out the basis on which the two main regulators with jurisdiction over Investec's operations co-operate. The South African Reserve Bank undertakes consolidated supervision of the South African entity and the Group as well as fulfilling the role of lead regulator of the Group. The FSA, on the other hand, undertakes consolidated supervision of Investec plc and its subsidiaries.

The Memorandum of Understanding provides for an annual bilateral meeting between the South African Reserve Bank and the FSA and an annual trilateral meeting between the two regulators and Investec to discuss matters relating to the supervision of the Group. In addition, the Memorandum of Understanding sets out the agreed criteria, at which point the role of lead regulator could change. The Memorandum of Understanding states that the South African Reserve Bank and the FSA will seek to discuss whether any changes to the lead regulator of the Group is necessary if 70% or more of the on and off-balance sheet assets of Investec are held by the Investec plc side of the DLC Structure.

3 United Kingdom

3.1 Regulated entities

Investec's business is subject to extensive regulation in the UK. In order to conduct a regulated activity in the UK, a company needs to gain FSA approval and be authorised by the FSA. The following Investec plc subsidiaries are authorised by the FSA.

Name of Company	Business
Investec Asset Management Limited	Fund management
Investec Asset Management US Limited(1)	Fund management

Name of Company	Business
Investec Fund Managers Limited	Fund management
Investec Bank plc	Banking
Kensington Mortgage Company Limited	Banking
Kensington Personal Loans Ltd	Banking
Investec Asset Finance plc	Asset finance
Investec Asset Finance (Management) Limited	Asset finance
Investec Asset Finance (Capital) Limited	Asset finance
Investec Wealth & Investment Limited	Stockbroking and portfolio management
Investec Wealth & Investment Trustees Limited	Trustee/Fund management
Investec Global Strategy Fund	Fund management
Investec Liquidity Funds plc	Fund management
Lark Life & Pensions Limited	Insurance

Note:

(1) Investec Asset Management US Limited is also regulated by the SEC.

3.2 The FSA's regulation of authorised entities

FSA regulation of authorised entities can be divided into the following areas:

3.2.1 Prudential supervision

The FSA supervises firms on a day-to-day basis to ensure they are complying with regulatory requirements. Firms are supervised according to the likely impact and probability of the risks they present to the FSA's statutory objectives. In so doing, the FSA monitors, for example, the apportionment of responsibility between senior managers for a firm's conduct, the maintenance of adequate systems and controls to monitor and, where necessary, limit the risks faced by each part of the business, and the maintenance of minimum amounts of capital to manage those risks. Individuals who play certain key roles within an authorised firm, including the directors and managers of key business units, must be individually approved by the FSA.

3.2.2 Conduct rules

FSA authorised entities must follow detailed conduct of business rules which range from requirements relating to accepting customers, including detailed anti-money laundering requirements and issuing advertisements to rules governing customer dealing (such as best execution) and financial reporting. These rules generally apply to dealings with entities who are not market counterparties, such as other FSA authorised entities and certain government institutions.

3.2.3 Market regulation

The FSA has powers to enforce rules which apply to dealings between market counterparties and polices minimum standards which apply to transactions between market counterparties governing, for example, the disclosure of the entity entering into the transaction and the manner in which transactions can be concluded. The FSA also has powers under the market abuse regime to take action against firms who engage in prohibited conduct, which includes the misuse of information, the creation of false or misleading impressions and market distortion. These offences exist alongside criminal offences relating to insider dealing.

3.2.4 Investigation and discipline

The FSA has very broad powers to investigate suspicions of misconduct by authorised entities and, if it does so, can exercise its power to discipline authorised entities. This can include fines, the suspension of employees and the withdrawal of authorisation. As at the date of this Prospectus, none of these sanctions have had a material effect on Investec.

3.2.5 Shareholder controllers

Any person who wants to acquire or increase control of an FSA authorised entity must first get FSA approval. A person will have the requisite "control" of an entity where it owns 10% or more of the issued share capital in an authorised entity, or has such a holding indirectly via a holding in a parent entity of the authorised entity, or an entity which has the right to exercise 10% or more of the voting rights at a general meeting of the authorised entity, or indirectly exercises such a right through a holding in a parent of the authorised entity. The Investec Group includes a number of entities that are controllers of authorised entities and who therefore have and need to maintain FSA permission to be controllers.

3.3 FSA conditions

The FSA has imposed the following conditions upon Investec as a result of the DLC Structure:

• 3.3.1 Investec Bank plc (previously Investec Bank (UK) Limited) and any other authorised UK incorporated entity must meet the FSA's threshold conditions and all relevant rules on a continuing basis.
• 3.3.2 Each UK authorised firm must be registered in the UK and have its principal place of business and head office in the UK.
• 3.3.3 Investec must remain organised so that the FSA's prudential supervision of Investec plc and its subsidiaries is effective and would not, for example, be compromised by any arrangement with Investec Limited.
• 3.3.4 Investec plc must meet UK corporate governance and listing requirements.
• 3.3.5 Investec must remain structured in such a way that the DLC Structure does not make it more likely that an insolvency on one side would lead to an insolvency of, or a need to wind up, the other side.
• 3.3.6 Investec must be subject to quantitative and qualitative consolidated supervision equivalent to the standards set out in the Basel Core Principles on consolidated supervision.
• 3.3.7 Lead regulator for Investec will be determined in accordance with the provisions of the Memorandum of Understanding between the FSA and the South African Office for Banks referred to in the section headed "Group supervision and liaison between the South African Reserve Bank and the FSA" in this Part VIII.
• 3.3.8 Investec Bank plc (previously Investec Bank (UK) Limited) must be ring-fenced from the Investec Limited Group.
• 3.3.9 FSA approval is required for any guarantees between the two parts of the DLC Structure.

4 South Africa

4.1 Regulated entities

Investec's business is subject to extensive regulation in South Africa. In order to conduct a regulated activity in South Africa, a company needs to gain approval from the relevant regulatory authority. The following Investec Limited subsidiaries are authorised in South Africa:

Name of Company	Business	Regulator(s)
Investec Limited	Holding company	SARB
Investec Bank Limited	Banking, capital markets, investment banking	SARB, FSB and NCA
Investec Assurance Limited	Long-term insurance	FSB
Investec Asset Management (Pty) Ltd	Fund management	FSB and SAFEX
Investec Fund Managers SA Ltd	Fund management Pension fund administrator and	FSB and SAFEX
Investec Employee Benefits Ltd	Long-term insurer	FSB
Investec Property Ltd(1)	Property	FIC, DTI/NCC and EAB
Investec Securities Limited	Stockbroking, portfolio management, wealth management	JSE, FSB, IRC and SAFEX

Note:

(1) The activities undertaken by Investec Property Ltd are regulated by FIC, DTI/NCC and EAB. The NCC (National Consumer Commission) is established as an investigative and enforcement body. The EAB (Estate Agents Affairs Board) aims to maintain and promote the standard of conduct of estate agents and regulate the activities of estate agents.

4.2 Regulatory authorities

The following authorities are responsible for financial services regulation in South Africa, and for the regulation of the particular companies listed above:

4.2.1 South African Reserve Bank

The South African Reserve Bank (the "SARB") is responsible for the prudential and conduct of business regulation and supervision of banks. The South African Reserve Bank conducts its supervision under the powers granted by the Banks Act and regulations issued under the Banks Act.

4.2.2 Financial Services Board

The Financial Services Board (the "FSB") is a unique independent institution established by statute to oversee the South African Non-Banking Financial Services Industry in the public interest. The FSB is committed towards promoting and maintaining a sound financial investment environment in South Africa. The FSB is responsible for the regulation and supervision of long-and short-term insurance, pension funds, securities services, friendly societies, collective investment schemes and financial markets. Each of these areas are regulated by specific pieces of regulation and are managed by separate departments headed by a registrar for that industry. The FSB also has a Directorate of Market Abuse (the "DMA") that is responsible for investigating insider trading, market manipulation and other market abuses. The FSB acts using powers granted by the Financial Services Board Act, 97 of 1990.

4.2.3 Financial Exchanges

• (i) The purpose of the Securities Services Act, 36 of 2004 (the "SSA") is to consolidate and amend the laws relating to the regulation and control of exchanges and securities trading, the regulation and control of central securities depositories and the custody and administration of securities, and the prohibition of insider trading, to provide for the licensing of a clearing house and the approval of nominees, to provide for a code of conduct for authorised users and to provide for matters connected therewith.
• (ii) JSE Limited, South African Futures Exchange and Interest Rate Currency Market are licensed exchanges under the SSA. The JSE Listings Requirements are clear on what is expected from companies and their directors. As South Africa's only full service securities exchange, the JSE connects buyers and sellers in a variety of different financial markets, namely equities, equity derivatives, agricultural derivatives and interest rate instruments. The JSE also enables companies to access both debt and equity capital through its interest rate and currency markets, equity Main Board and the Alternative Exchange. The JSE, SAFEX, IRC and Central Securities Depository and Strate largely operate as self regulating organisations. They therefore regulate their own activities and those of authorised users (exchange members) and participants (members of central securities depositories) in terms of the SSA. The supervisory or surveillance division of the JSE additionally monitors trades in the market for potential market abuses, including insider trading and market manipulation.

4.2.4 Financial Intelligence Centre

The Financial Intelligence Centre (the "FIC") is the South African Financial Intelligence Unit created to assist in the identification of the proceeds of unlawful activities and terrorist financing activities, and the combating of money laundering and terrorist financing activities. The FIC was created under the Financial Intelligence Centre Act, 38 of 2001 ("FICA"). FICA, the Prevention of Organised Crime Act, 76 of 1996, and the Protection of Constitutional Democracy Against Terrorist and Related Activities Act, 33 of 2004, form the body of legislation regulating anti-money laundering and anti-terror financing. In terms of FICA, designated accountable institutions, which include the majority of Investec entities, are required to perform adequate client identification, risk rating and record keeping processes, and to report suspicious transactions to the FIC.

4.2.5 The National Credit Regulator

The National Credit Regulator (the "NCR") regulates credit providers, credit bureaux and debt counsellors under the National Credit Act, 34 of 2005. The NCR is additionally tasked with enforcement of compliance with the Act. The following Investec divisions and entities are registered as credit providers: Investec Private Bank, Investec Securities Limited and Securitised special purpose vehicles within Investec Capital Markets.

4.2.6 The Department of Trade and Industry

The Department of Trade and Industry (the "DTI") develops and reviews regulatory systems in the areas of competition, consumer protection and company and intellectual property, as well as public interest regulation. The Consumer Protection Act, 68 of 2008 was signed into law on 24 April 2009. The Act sets out the minimum requirements to ensure adequate consumer protection in South Africa. This Act constitutes an overreaching framework for consumer protection, and all other laws which provides for consumer protection (usually within a particular sector) will need to be read with this Act to ensure a common standard of protection. The National Consumer Commission will investigate complaints.

4.2.7 The Ombudsman for Banking Services

The Code of Banking Practice (the "Code") is a voluntary Code, which banks can elect to be regulated by. The Code regulates the provision of banking services, including requirements that all communications are in plain language and the disclosure of all fees and charges. The Code additionally provide a complaints process, which is an alternative dispute resolution process for which the Ombudsman for Banking Services is the arbiter.

4.2.8 The FAIS Ombud

The FAIS Ombud is set up in terms of the Financial Advisory and Intermediary Services Act, 37 of 2002 ("FAIS"). FAIS regulates the rendering of certain financial advisory and intermediary services to clients. FAIS also set "Fit and Proper" requirements for the representatives and key individuals of a Financial Services Provider, in terms of which these individuals are required to have the necessary qualifications, experience and meet honesty and integrity requirements to be able to provide financial advisory and intermediary services to clients. FAIS additionally sets up a complaints process, which is an alternative dispute resolution process for which the FAIS Ombud is the arbiter.

4.3 Conduct of regulation

The South African regulators undertake both prudential and conduct of business regulation and supervision in respect of Investec's activities. Supervision is carried out by way of an on-site visit by the regulators and off-site supervision through the completion and submission of statutory returns in respect of capital adequacy, liquidity, market risk, foreign exchange, large exposures, counterparty risk, credit risk, consolidated supervision and similar matters. The regulators prescribe certain rules promoting good practice and conduct and prohibiting undesirable practices with which Investec Limited's regulated subsidiaries are required to comply.

The main intention of regulators in South Africa is to ensure the protection of the counterparties to a transaction, rather than the shareholders of a regulated entity.

Other conduct of business rules

From 2004, market abuse activities of insider trading, prohibited practices of manipulative, improper, false or deceptive trading and the making of false, misleading or deceptive statements, promises and forecasts fall under the SSA. The regulator (the FSB) can choose to act on reports of alleged insider trading activity compiled by the Surveillance Division of the JSE or tip-offs from other sources. The DMA, created in terms of the new law, conducts the necessary investigations.

4.4 South African Ministry of Finance conditions to the DLC

The South African Ministry of Finance granted approval for the DLC Structure subject to the following prudential regulation conditions:

• 4.4.1 The Office for Banks, of the South African Reserve Bank, must be the lead regulatory/primary consolidated supervisor of the combined DLC Structure.
• 4.4.2 No funds may flow from Investec Limited (including its subsidiaries) for the purpose of satisfying any claims arising from the winding-up of Investec plc (including its subsidiaries) unless the prior written approval of EXCON and the Office for Banks has been obtained.

The South African Ministry of Finance has also required, as part of its approval, the following national identity conditions:

• 4.4.3 Investec Limited must remain a South African incorporated company with its primary listing on the JSE.
• 4.4.4 Investec Limited must remain a holding company of and manage and control Investec's Southern African operations, including, but not limited to, Investec Bank Limited, Securities Investment Bank Limited and Investec Bank (Mauritius) Limited.
• 4.4.5 All acquisitions by Investec in the South African Development Community Region are subject to the prior written approval of both the Office for Banks and EXCON and must be structured under Investec Limited.
• 4.4.6 The headquarters of Investec Limited as well as the key Group functions (for example, compliance, risk management and internal audit) of the DLC Structure (to the extent that they refer to the activities of Investec) must be in South Africa, although the headquarters of Investec plc may be in the UK. The centre of administrative and practical management of the DLC Structure must be in South Africa, and the corporate head office activities presently carried out in South Africa must continue there.
• 4.4.7 The headquarters of the combined DLC Structure must be publicly acknowledged as being in South Africa in all relevant significant public announcements and in all public documents.
• 4.4.8 The Chief Executive Officer, the Chief Financial Officer of Investec Limited and at least two of the Executive Directors of Investec plc shall have their ordinary residence, principal offices and key supporting functions in South Africa.
• 4.4.9 The majority of all regularly scheduled Board meetings and executive committee meetings of Investec Limited and executive committee meetings of the combined DLC Structure in a calendar year must be in South Africa.

In addition, the South African Ministry of Finance imposed the following listing and shareholder arrangements conditions:

• 4.4.10 Investec plc must have a secondary listing on the JSE.
• 4.4.11 Appropriate alternative Matching Actions shall be taken in respect of South African resident shareholders in Investec plc (including its subsidiaries) who are impeded from following their rights, owing to exchange control regulations or otherwise.
• 4.4.12 Any dispute between any of the relevant parties arising from the terms or provisions of either the Sharing Agreement and/or the UK Dividend Access Shares trusts and/or the South African Dividend Access Shares trusts shall be resolved in accordance with South African law and be subject to the exclusive jurisdiction of the appropriate South African courts.

In addition, the South African Ministry of Finance imposed the following general conditions:

• 4.4.13 The winding-up of either Investec plc (including its subsidiaries) or Investec Limited (including its subsidiaries) shall not automatically have an effect on the other relevant institution(s) in question or have an impact on the interests of the depositors, customers or creditors of such other institution(s).
• 4.4.14 None of the South African Ministry of Finance conditions, nor any of the provisions of the Sharing Agreement and/or the UK Dividend Access Shares trusts and/or the South African

Dividend Access Shares trusts, may be amended or deviated from without the prior written approval of EXCON or the Office for Banks.

4.4.15 The conditions are subject to the provisions of the Memorandum of Understanding entered into between the FSA and the Office for Banks.

4.5 Office for Banks conditions to the DLC Structure

The Office for Banks also granted approval for the DLC Structure subject to the following conditions:

• 4.5.1 Investec Limited shall comply with the conditions contained in the South African Minister of Finance's letter of approval, subject to any changes to the conditions authorised by the South African Minister of Finance.
• 4.5.2 Investec Limited shall comply with all applicable EXCON provisions at all times.
• 4.5.3 Each banking entity (local and offshore) within Investec Limited shall meet the minimum capital requirements of the South African Reserve Bank.
• 4.5.4 Should an insolvency occur in the DLC Structure, Investec Limited shall not provide funding assistance to support the DLC Structure without the Office for Banks' approval.
• 4.5.5 The Office for Banks shall be informed of any changes affected to the:
• (i) Voting Agreement; and/or
• (ii) Sharing Agreement.
• 4.5.6 Investec Limited shall submit two consolidated returns (forms BA 600), that is, a return in respect of Investec Limited and its subsidiaries and a return in respect of Investec plc and its subsidiaries.
• 4.5.7 The board of directors of Investec Limited and Investec plc shall be identical, and the Office for Banks shall be notified of any change to either board.
• 4.5.8 Should Investec plc conduct any activity falling within the ambit of Section 52 of the Banks Act while the Office for Banks is performing the function of lead regulator, Investec plc shall notify the Office for Banks, in the format used for applications in terms of Section 52 of the Banks Act for Investec Limited.
• 4.5.9 No legal entity shall exercise control over the DLC Structure as a single body without the Office for Banks' approval.
• 4.5.10 A registered holder that is the holder of the beneficial interest of more than 15% of the securities in Investec Limited shall disclose, to the Office for Banks, at the end of every quarter of the year, the identity of the person and on whose behalf the securities are held, as well as the number and class of the securities concerned.
• 4.5.11 Any necessary applications in terms of the provisions of the Banks Act shall be lodged with the Office for Banks.
• 4.5.12 The placement of depositors' funds and/or clients' assets shall be done in the best interests of the depositors/clients, rather than in the best interests of the DLC Structure. The purchase and sale of assets by the Group shall be entered into on an arm's length basis, and should a conflict arise between a benefit to the depositor and a benefit to the shareholder, the depositor shall receive preference.

The Office for Banks reserves the right to include further conditions should it deem necessary.

5 Australia

The following entities are regulated by the Australian Prudential Regulatory Authority ("APRA"), the Australian Securities and Investments Commission ("ASIC"), the Australian Stock Exchange ("ASX") or the Australian Transaction Reports and Analysis Centre ("AUSTRAC") (as indicated below):

Name of Company	Business	Regulator(s)
Investec Executive Nominees Pty Ltd	Nominee company	ASIC
Investec Bank (Australia) Limited	Banking	APRA, ASIC and AUSTRAC
Investec Australia Funds Management Ltd	Fund trustee	APRA, ASIC and AUSTRAC
Investec (Australia) Investment Management Pty Ltd	Fund manager	APRA, ASIC and AUSTRAC
IWPE Nominees Pty Ltd	Nominee company/custodian	APRA, ASIC and AUSTRAC
Investec Property Ltd	Property/Fund manager	APRA, ASIC and AUSTRAC
Investec Australia Direct Investments Pty Ltd	Investment company	APRA and ASIC
Wentworth Associates Pty Ltd	Holding company	APRA and ASIC
Investec Wentworth Private Equity Ltd	Private equity manager	APRA, ASIC and AUSTRAC
Investec Wentworth Pty Ltd	Corporate finance (dormant)	APRA and ASIC
Investec Power Holdings Pty Ltd	Holding SPV	APRA and ASIC
Investec Professional Finance Pty Limited	Professional finance	APRA, ASIC and AUSTRAC
Investec Holdings Australia Ltd	Holding company	ASIC
MSN 1438 Pty Ltd	SPV property holding company	APRA and ASIC
Investec Investments Pty Ltd	Investment company (dormant)	ASIC and AUSTRAC
Investec Securities Australia Pty Ltd	Stockbroking & research	APRA, ASIC, ASX and AUSTRAC
IPCO Investments Pty Ltd	SPV property holding company	APRA, ASIC and AUSTRAC
Mannum Powerco Pty Ltd	SPV holding company	APRA and ASIC
Tungkillo Powerco Pty Ltd	SPV holding company	APRA and ASIC
Investec Holdings Pty Ltd	Holding company (dormant)	ASIC
Collgar Wind Farm Investment Holding Pty Limited	Wind farm SPV	APRA and ASIC
Collgar Wind Farm Services Pty Ltd	Wind farm SPV	APRA and ASIC
Williamson Wentworth Limited	Fund manager	APRA, ASIC and AUSTRAC
Investec Asset Management Australia Pty Limited	Fund manager	ASIC and AUSTRAC

6 Other jurisdictions

The following entities are regulated by the appropriate regulator in the jurisdictions indicated below:

Name of Company	Business	Regulator(s)
British Virgin Islands
ITS Trust Company Limited………………………	Trust company	British Virgin Islands Financial

Name of Company	Business	Regulator(s)
		Services Commission ("BVIFSC")
Guernsey
Investec Bank (Channel Islands) Limited	Banking	Guernsey Financial Services Commission ("GFSC")
Investec Bank (Channel Islands) Nominees Limited	Nominee company	GFSC
Investec Trust (Guernsey) Limited (and subsidiaries)	Trust company	GFSC
Investec Captive Insurance Ltd	Insurance	GFSC
Hero Nominees Limited	Nominee company	GFSC
Investec Asset Management Channel Islands	Asset management	GFSC
Investec Africa Frontier Private Equity Fund GP Ltd………………………………………………	Private equity	GFSC
Hong Kong
Investec Asset Management Asia Limited	Asset management	Hong Kong Securities and Futures Commission ("HKSFC")
Investec Capital Asia Limited……………………	Banking	HKSFC
Ireland
Start Mortgages Ltd	Mortgage provider	The Central Bank of Ireland ("CBI")
Investec Ireland Ltd	Banking	CBI
Nua Homeloans Limited	Mortgage provider	CBI
Nua Mortgages Limited	Mortgage provider	CBI
Investec Asset Management (Ireland) Limited	Asset management	CBI
Doolin Commercial Property Fund plc	Property management (dormant)	CBI
Jersey
Investec Bank (Channel Islands) Limited, Jersey Branch	Banking	Jersey Financial Services Commission ("JFSC")
Investec Trust (Jersey) Limited (and subsidiaries).	Trust company	JFSC
Switzerland
Investec Bank (Switzerland) AG	Banking	Swiss Financial Market Supervisory Authority ("FINMA")
Investec Trust (Switzerland) S.A.	Trust company	Association Romande Des Intermediaires Financiers ("ARIF") (FINMA-recognised SRO)
ITS Trust Company Ltd, Geneva Branch	Trust company	ARIF (FINMA-recognized SRO)
Taiwan
Investec Asset Management Taiwan Limited	Asset Management	Taiwan Securities and Futures Bureau, Financial Commission, Executive Yuan, Republic of China ("Taiwan SFB")

Name of Company	Business	Regulator(s)
United States
Investec Securities (US) LLC	Stock broking	Financial Industry Regulatory Authority ("FINRA")

PART IX ADDITIONAL INFORMATION

1 Responsibility

Investec plc and the Directors, whose names are set out on page 26 of this document, accept responsibility for the information contained in this document. To the best of the knowledge and belief of Investec plc and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

2 Incorporation and registered office

Investec plc was incorporated and registered in England and Wales on 17 September 1998 as a private limited company under the UK Companies Act 1985 with the name Regatta Services Limited. On 24 November 2000, the company's name was changed to Investec Limited and on 7 December 2000, the company was reregistered as a public limited company to become Investec plc.

Investec plc is registered under company number 3633621.

Investec plc's registered office and head office is at 2 Gresham Street, London, EC2V 7QP.

The principal laws and legislation under which Investec plc operates, and under which the Ordinary Shares have been created, are the Companies Act and the regulations made thereunder.

3 Investec's share capital

3.1 Investec's share capital

Due to the DLC Structure, a holding of one Ordinary Share is economically equivalent to holding one Investec Limited Ordinary Share. The table below shows the impact of the Acquisition on the relative number of ordinary shares in issue in Investec plc and Investec Limited, assuming that there are 53,900,000 New Investec Shares issued, as at 8 December 2011:

	Pre-Acquisition		Post-Acquisition
	Ordinary Shares	%	Ordinary Shares	%
Investec plc 542,989,053		66.30	596,889,053	68.38
Investec Limited	276,020,221	33.70	276,020,221	31.62
DLC total 819,009,274		100	872,909,274	100

3.2 Share capital of Investec plc as at 8 December 2011

As at 8 December 2011 (being the latest practicable date prior to publication of this document), the issued and fully paid share capital of Investec plc was as follows:

Issued and fully paid

Class of Share	Number	Amount
Ordinary542,989,053		£108,598.00
Investec plc Special Converting Shares276,020,221		£55,204.04
Investec plc Special Voting Share	1	£0.001
Investec plc ZAR Preference Shares	2,275,940	R2,275.94
Perpetual Preferences Shares	15,081,149	£150,811.49
Preference Shares	0	£0
UK DAN Share	1	£0.001
UK DAS Share	1	£0.001

For information on the terms of the various classes of shares (other than the Investec plc ZAR Preference Shares), see paragraph 5 of Part IX.

As at 7 December 2011 (being the latest practicable date prior to publication of this document), certain subsidiaries of Investec plc and Investec Limited held Ordinary Shares on trust for discretionary clients as follows: Investec Bank Switzerland AG held 77,148 Ordinary Shares, Investec Bank (Channel Islands) Limited held 4,137,718 Ordinary Shares, Investec Wealth and Investment Limited held 2,549,784 Ordinary Shares, Investec Asset Management Limited held 4,225,836 Ordinary Shares and Investec Securities Limited held 7,935,310 Ordinary Shares.

Other than in connection with the Investec Group's employee share schemes, no share capital of Investec plc or Investec Limited or any of their subsidiaries is under option or agreed conditionally or unconditionally to be put under option.

3.3 Share capital of Investec Limited as at 8 December 2011

As at 8 December 2011 (being the latest practicable date prior to publication of this document), the issued and fully paid share capital of Investec Limited was as follows:

		Issued and fully paid
Class of Share	Number	Amount
		(R)
	276,02	55,204.0
Ordinary	0,221	4
	542,98	108,598.
Special convertible redeemable preference shares	9,053	81
Class A variable rate, compulsorily convertible, non-cumulative
preference shares	0	0
Variable rate, cumulative, redeemable preferences shares	400	240
Non-redeemable, non-cumulative, non-participating preference	28,719	287,198.
shares	,858	58

Issued and fully paid

Class of Share	Number	Amount
		(R)
SA DAN Share	1	1
SA DAS Share	1	1
Variable rate, unsecured, subordinated, compulsorily convertible debentures	0	0
Class A variable rate, unsecured, subordinated, compulsorily convertible debentures	0	0

3.4 Share capital of Investec plc following the Acquisition

The issued and fully paid share capital of Investec plc immediately following completion of the Acquisition is expected to be as follows assuming that there are 53,900,000 New Investec Shares issued:

	Issued and fully paid
Class of Share	Number	Amount
Ordinary	596,889,053	£119,377.81
Investec plc Special Converting Shares 276,120,221		£55,204.09
Investec plc Special Voting Share	1	£0.001
Investec plc ZAR Preference Shares2,275,940		R2,275.94
Perpetual Preference Shares 15,081,149		£150,811.49
Preference Shares	0	£0
UK DAN Share	1	£0.001
UK DAS Share	1	£0.001

3.5 Share capital history

Authorised share capital

As at 1 April 2008, the first day covered by the historical financial information incorporated by reference into this document, the authorised share capital of Investec plc was £1,177,500 and €10,000, comprising: 560,000,000 Ordinary Shares of £0.0002 each; 277,500,000 Investec plc Special Converting Shares of £0.0002 each; one Investec plc Special Voting Share of £0.001; one UK DAN Share of £0.001; one UK DAS Share of £0.001; 1,000,000 Preference Shares of €0.01 each; and 100,000,000 Perpetual Preference Shares of £0.01 each.

By a special resolution of Investec plc dated 7 August 2008, Investec plc increased its authorised shared capital by £4,500, comprising 22,500,000 Investec plc Special Converting Shares of £0.0002 each.

By a special resolution of Investec plc dated 13 August 2009, Investec plc increased its authorised share capital by £28,000, comprising 140,000,000 Ordinary Shares of £0.0002 each. By a special resolution dated 13 August 2009, Investec plc increased its authorised share capital by £30,000, comprising 150,000,000 Investec plc Special Converting Shares of £0.0002 each.

The concept of "authorised share capital" was abolished following implementation of the Companies Act. By special resolution of Investec plc dated 12 August 2010, Investec plc adopted amended Articles of Association which removed the article that stated the total amount of authorised share capital of Investec plc for the purposes of the Companies Act 1985. Accordingly, Investec plc does not have authorised share capital.

Issued share capital

As at 1 April 2008, the first day covered by the historical financial information incorporated by reference into this document: 423,319,499 Ordinary Shares of £0.0002 each; 234,311,314 Investec plc Special Converting Shares of £0.0002 each; 15,081,149 Perpetual Preference Shares of £0.01 each; one Investec plc Special Voting Share of £0.001; one UK DAN Share of £0.001; and one UK DAS Share of £0.001 were in issue fully paid or credited as fully paid. Investec plc's total nominal issued share capital was therefore £282,337.655.

During the year ended 31 March 2009

		Total
Issue	Date	Nominal Value
		(£)
854,869 Ordinary Shares 23/05/2008		170.9738
1,109,184 Special Converting Shares 23/05/2008		221.8368
9,300,000 Special Converting Shares 27/06/2008		1,860.00
17,869,970 Special Converting Shares 01/08/2008		3,573.994
1,147,258 Special Converting Shares 21/11/2008		229.4516
762,870 Ordinary Shares 21/11/2008		152.5740
4,422,478 Special Converting Shares 20/03/2009		884.4956
175,053 Special Converting Shares31/03/2009		35.0106
10,000,000 Ordinary Shares	31/03/2009	2,000.0000
10,000,000 Ordinary Shares	31/03/2009	2,000.0000

Therefore, as at 1 April 2009: 444,937,238 Ordinary Shares of £0.0002 each; 268,335,257 Investec plc Special Converting Shares of £0.0002 each; 15,081,149 Perpetual Preference Shares of £0.01 each; one Investec plc Special Voting Share of £0.001; one UK DAN Share of £0.001; and one UK DAS Share of £0.001 were in issue fully paid or credited as fully paid. Investec plc's total nominal issued share capital was therefore £293,465.992.

During the year ended 31 March 2010

		Total
		Nominal
Issue	Date	Value
		(£)
1,725,000 Ordinary Shares	05/06/2009	345.0000
283,924 Ordinary Shares 05/06/2009		56.7848
22,000,000 Ordinary Shares	31/07/2009	4,400.0000
64,516 Special Converting Shares17/04/2009		12.9032
309,893 Special Converting Shares 05/06/2009		61.9786
652,146 Special Converting Shares 23/10/2009		130.4292
405,120 Special Converting Shares 27/11/2009		81.0240
193,788 Ordinary Shares 27/11/2009		38.7576
1,973,114 Ordinary Shares 26/02/2010		394.6228

Therefore, as at 1 April 2010: 471,133,064 Ordinary Shares of £0.0002 each; 269,766,932 Investec plc Special Converting Shares of £0.0002 each; 15,081,149 Perpetual Preference Shares of £0.01 each; one Investec plc Special Voting Share of £0.001; one UK DAN Share of £0.001; and one UK DAS Share of £0.001 were in issue fully paid or credited as fully paid. Investec plc's total nominal issued share capital was therefore £298,991.442.

During the year ended 31 March 2011

		Total
		Nominal
Issue	Date	Value
		(£)
107,848 Special Converting Shares 04/06/2010		21.5696
2,961,888 Special Converting Shares 02/07/2010		592.3776
777,114 Ordinary Shares 04/06/2010		155.4228
1,792,759 Ordinary Shares	18/06/2010	358.5518
37,907,652 Ordinary Shares	25/06/2010	7,581.5304
3,575,650 Ordinary Shares	02/07/2010	715.1300
22,000,000 Ordinary Shares	06/08/2010	4,400.0000
1,703 Ordinary Shares 09/08/2010		0.3406
1,357 Ordinary Shares 13/08/2010		0.2714
3,462 Ordinary Shares 02/02/2011		0.6924
3,328 Ordinary Shares 02/02/2011		0.6656

Therefore, as at 1 April 2011: 537,176,089 Ordinary Shares of £0.0002 each; 272,836,668 Investec plc Special Converting Shares of £0.0002 each; 15,081,149 Perpetual Preference Shares of £0.01 each; one Investec plc Special Voting Share of £0.001; one UK DAN Share of £0.001; and one UK DAS Share of £0.001 were in issue fully paid or credited as fully paid. Investec plc's total nominal issued share capital was therefore £312,814.048.

Since 1 April 2011

		Total
		Nominal
Issue	Date	Value
1,499 Ordinary Shares	15/04/2011	£0.2998
3,183,553 Investec plc Special Converting Shares	24/06/2011	£636.7106
5,199,150 Ordinary Shares	24/06/2011	£1,039.8300
17,556 Ordinary Shares	06/07/2011	£3.5112
12,540 Ordinary Shares	08/07/2011	£2.5080
4,180 Ordinary Shares	11/07/2011	£0.8360
6,688 Ordinary Shares	13/07/2011	£1.3376
4,180 Ordinary Shares	21/07/2011	£0.8360
2,161 Ordinary Shares	03/08/2011	£0.4322
1,859,900 Investec plc ZAR Preference Shares	29/06/2011	R1,859.90
416,040 Investec plc ZAR Preference Shares	11/08/2011	R416.04
565,010 Ordinary Shares	25/11/2011	£113.00

Therefore, as at 8 December 2011, being the latest practicable date prior to the publication of this document: 542,989,053 Ordinary Shares of £0.0002 each; 276,020,221 Investec plc Special Converting Shares of £0.0002 each; 2,275,940 Investec plc ZAR Preference Shares of R0.001 each; 15,081,149 Perpetual Preference Shares of £0.01; one Investec plc Special Voting Share of £0.001; one UK DAN Share of £0.001 each; and one UK DAS Share of £0.001 were in issue fully paid or credited as fully paid. Investec plc's total nominal issued share capital was therefore £314,613.3478 and R2,275,940.

4 Details of the DLC Structure

4.1 Introduction

Set out below is a summary of the DLC Structure, and the rights and liabilities attaching to the Ordinary Shares and Investec Limited Ordinary Shares. Additional information in relation to the Articles of Association (and the memorandum appended thereto) and the Investec Limited Memorandum and Articles of Association is contained in paragraph 5 below.

This summary does not purport to be exhaustive nor to constitute a definitive statement of the rights and liabilities of Shareholders, which can involve complex questions of law arising from the interaction of the DLC Agreements, applicable law, the Listing Rules and the JSE Listing Requirements. To obtain a definitive assessment of the rights and liabilities which attach to the Ordinary Shares in any specific circumstances, Shareholders and/or investors should seek their own advice.

4.2 Key features of the DLC Structure

Investec plc and Investec Limited have separate corporate identities and separate stock exchange listings. Any ordinary share held in either Investec plc or Investec Limited gives the holder an equivalent effective economic interest in Investec. The key features of the DLC Structure are set out below.

4.2.1 Unified boards and management

Investec operates as a single corporate group. The Boards of Investec plc and Investec Limited comprise the same persons. The Boards of Investec plc and Investec Limited must, in addition to their duties to the company concerned, have regard to the interests of both the Shareholders and the Investec Limited Shareholders as the two companies are a single economic enterprise.

Details of the membership of the Boards of Investec plc and Investec Limited are set out in paragraph 6 below. Resolutions relating to the appointment, removal and re-election of directors must be considered as Joint Electorate Actions (see paragraph 4.2.6 below).

4.2.2 Equivalent economic interests

Both the Shareholders and Investec Limited Shareholders have economic and voting interests in Investec. The economic and voting interests represented by an ordinary share in one company relative to the economic and voting interests of an ordinary share in the other company must be determined by reference to a ratio known as the "Equalisation Ratio".

The economic and voting interests attached to each Ordinary Share and each Investec Limited Ordinary Share are the same, on the basis that the initial Equalisation Ratio is 1:1.

This means, for example, that the amount of any cash dividend paid in respect of each Ordinary Share will normally be matched by an equivalent cash dividend in respect of each Investec Limited Ordinary Share, and vice versa.

4.2.3 DLC Equalisation Principles

The principles to be observed in relation to the rights of the Investec Limited Ordinary Shares and the Ordinary Shares are set out below:

• (i) The Equalisation Ratio defines the economic benefits of one Investec Limited Ordinary Share relative to one Ordinary Share (and vice versa) and the relative voting rights of one Investec Limited Ordinary Share and one Ordinary Share on Joint Electorate Actions so that, where the Equalisation Ratio is 1:1, a holder of one Investec Limited Ordinary Share and a holder of one Ordinary Share will, as far as practicable:
• (a) receive equivalent economic benefit (as to capital and dividends); and
• (b) enjoy equivalent rights as to voting in relation to Joint Electorate Actions,

and, where the Equalisation Ratio is not 1:1, such economic benefits and such voting rights as between an Ordinary Share and an Investec Limited Ordinary Share will be in proportion to the prevailing Equalisation Ratio.

For the purposes of the DLC Equalisation Principles, the economic benefit of an Ordinary Share or an Investec Limited Ordinary Share shall include any rights or benefits accruing to the Shareholders by way of payments made or other Actions taken in respect of the Dividend Access Shares.

• (ii) If Investec plc or Investec Limited undertakes an Action which, having regard for the prevailing Equalisation Ratio, would have a disproportionate economic effect on the holders of ordinary shares in one company relative to its effect on the holders of ordinary shares in the other company, then, subject to paragraphs 4.2.4 and 4.2.5 below, an appropriate adjustment to the Equalisation Ratio will be made unless:
• (a) a Matching Action has been or is to be undertaken; or
• (b) such Action has received approval as a Class Rights Action.
• (iii) The Investec plc Equivalent Number of Investec plc Special Converting Shares will at all times be in issue and the Investec Limited Equivalent Number of Investec Limited Special Converting Shares will at all times be in issue.

4.2.4 Actions which do not have a disproportionate economic effect

The following Actions will not be considered to have a disproportionate economic effect on the Shareholders in one company relative to its effect on the Shareholders in the other company:

• (i) any allotment and issue of shares or the granting of rights over shares by either Investec Limited or Investec plc, pursuant to any employee share scheme;
• (ii) any allotment and issue of shares in either Investec Limited or Investec plc which is not an issue on a pre-emptive basis;
• (iii) any buy-back, repurchase or redemption of any ordinary shares of either company (including a share cancellation in connection with a reduction of capital):
• (a) on market in compliance with the rules of the relevant stock exchange and listing rules;
• (b) at or below market value; or
• (c) pursuant to a general offer to shareholders in both Investec Limited and Investec plc which (applying the Equalisation Ratio) is made on equivalent terms; and
• (iv) any allotment and issue of shares in lieu of the payment of the whole or any part of a cash dividend where (on a per ordinary share basis) the quantum of the discount offered to the Shareholders in respect of the subscription price for further ordinary shares in the issuing company is less than the greater of (a) 5% of the market value of an ordinary share of the issuing company at the date of declaration of the relevant dividend and (b) the tax that would be saved by the issuing company by effecting such issue rather than paying a cash dividend.

4.2.5 Unadjusted Actions

In addition to the above, there is no requirement for an adjustment to the Equalisation Ratio, a Matching Action or approval as a Class Rights Action where an Action (an "Unadjusted Action") is taken in circumstances where the Boards of Investec plc and Investec Limited consider that the effect of such Action upon an Investec Limited Shareholder relative to its effect on a Shareholder of Investec plc is not material.

4.2.6 Voting arrangements

Under the terms of the DLC Agreements, the Articles of Association and the Investec Limited Articles of Association, special voting arrangements are in place so that the shareholders of both companies effectively vote together as a single decision-making body on matters affecting the shareholders of each company in similar ways ("Joint Electorate Actions"). For so long as the Equalisation Ratio remains 1:1, each Ordinary Share will effectively have the same voting rights as each Investec Limited Ordinary Share on Joint Electorate Actions.

In the case of certain actions in relation to which the two bodies of shareholders may have divergent interests ("Class Rights Actions"), the company wishing to carry out the Class Rights Action requires the prior approval of both the shareholders in the other company voting separately and the approval of its own shareholders voting separately.

These voting arrangements are secured through the constitutional documents of the two companies, the Sharing Agreement, the Voting Agreement and the rights attaching to, in the case of Investec plc, a specially created special voting share ("Investec plc Special Voting Share") and, in the case of Investec Limited, specially created special converting shares ("Investec Limited Special Converting Shares") issued by Investec plc and Investec Limited, respectively, and held, in each case, by UK Trust Co or SA Trust Co, as relevant.

4.2.7 Restrictions on takeovers of one company only

The Articles of Association and the Investec Limited Articles of Association ensure that a person cannot gain control of one company without having made an equivalent offer to the shareholders of both companies on equivalent terms.

4.2.8 Termination

On termination of the DLC Structure (for whatever reason) it will be necessary to ensure the structure is unwound so that, immediately following termination of the DLC Structure, the economic interest of a holder of one Ordinary Share relative to the economic interest of a holder of one Investec Limited Ordinary Share is in proportion to the Equalisation Ratio at the moment of termination of the DLC Structure. To ensure that this is the case, each of Investec plc and Investec Limited have issued to UK Trust Co and SA Trust Co, respectively, a new class of special converting shares ("Special Converting Shares"). Prior to termination of the DLC Structure, the Special Converting Shares only have limited rights and are held on trust for the shareholders in the other company. Following termination of the DLC Structure, the Special Converting Shares will carry the same rights and be redesignated as ordinary shares in the relevant company and the shareholders in the other company will, with certain exceptions, be entitled to have the converted shares transferred to them.

4.3 Contractual relationships in relation to the DLC Structure

Together with the Articles of Association (and the memorandum appended thereto) and the Investec Limited Memorandum and Articles of Association, the DLC Agreements (including, but not limited to, the Sharing Agreement and the Voting Agreement) govern the ongoing relationship between Investec plc and Investec Limited and establish the relationship between Investec plc, Investec Limited, UK Trust Co and SA Trust Co.

4.4 Cash dividends

4.4.1 Currency

Investec plc declares and pays its dividends and other distributions in pounds sterling. Investec Limited declares and pays its dividends and other distributions in Rand.

4.4.2 Matching Dividends

Dividends are declared on the aggregate earnings of the Group in pounds sterling and then converted into Rand for payment to Investec Limited Shareholders. The exchange rate used in determining the Rand dividend is the average of the Rand/pound sterling buying and selling spot rates to the date of payment of the dividend quoted at 11.00 a.m. (Johannesburg time) on the date at which a dividend is declared or recommended.

The payment of Matching Dividends does not restrict either company's ability to offer to its shareholders the ability to elect to subscribe for further shares of such company in lieu of the whole or any part of a cash dividend.

4.4.3 Dividend Access Shares

To facilitate the payment of Matching Dividends, dividend access trust arrangements have been established as part of the DLC Structure. The Dividend Access Shares enable each company to pay dividends to the shareholders in the other company.

Investec Limited has issued two Dividend Access Shares, the SA DAS Share and the SA DAN Share to SA Trust Co. Shareholders who are not South African resident shareholders may receive all or part of their dividend entitlements through dividends declared and paid by Investec plc on their Ordinary Shares and/or through dividends declared and paid on the SA DAN Share. Shareholders who are South African residents may receive all or part of their dividend entitlements through dividends declared and paid by Investec plc on their Ordinary Shares and/or through dividends declared and paid on the SA DAS Share.

Similarly, Investec plc has issued two Dividend Access Shares, the UK DAS Share and the UK DAN Share to UK Trust Co.

5 Memorandum and Articles of Association

The Articles of Association (and the memorandum appended thereto) are available for inspection at the address specified in paragraph 23 of this Part IX.

5.1 Articles of Association

• 5.1.1 The Articles of Association were adopted pursuant to a special resolution passed by the shareholders of Investec plc on 12 August 2010.
• 5.1.2 The Articles of Association contain, among others, the following provisions:

(i) Objects of Investec plc

• (a) Investec plc's objects (as deemed to be included in the Articles of Association pursuant to Section 28 of the Companies Act) are, among other things:
• to carry on the business of banking in all its aspects, including, but not limited to, the transaction of all financial, monetary and other business which now is or at any time during the existence of Investec plc may be usually or commonly carried on in any part of the world by banks, money market institutions, investment banks or financiers;

• to carry on the business of a holding and investment company and to acquire (whether by purchase, subscription, exchange or otherwise), take options over and hold securities of any company or companies in any part of the world, and to vary, transpose, dispose of or otherwise deal with or turn to account from time to time as may be considered expedient, any of Investec plc's investments for the time being;

• to co-ordinate the administration, policies, management, supervision, control research, planning, business operations and any and all other activities of, and to act as financial advisers and consultants to, any company or companies or group of companies now or hereafter formed, incorporated or acquired which may be or may become associated in any way with Investec plc, directly or indirectly, and to perform any services or undertake any duties to or on behalf of or in any other manner assist any such company or group as aforesaid, in any such case with or without remuneration;

• to subscribe, underwrite, purchase, or otherwise acquire, and to hold, dispose of, and deal with, any shares or other securities or investments of any nature whatsoever, and any options or rights in respect thereof or interests therein, and to buy and sell foreign exchange;
• to borrow and raise money and to secure or discharge any debt or obligation of or binding on Investec plc in such manner as may be thought fit and in particular by mortgage and charges upon all or any part of the undertaking, property and assets (present and future) and the uncalled capital of Investec plc, or by the creation and issue of debentures, debenture stock or other securities of any description; and
• to guarantee or give indemnities or provide security, whether by personal covenant or by mortgage or charge upon all or any part of the undertaking, property and assets (present and future) and the uncalled capital of Investec plc, or by all or any such methods, for the performance of any contracts or obligations, and the payment of capital or principal (together with any premium) and dividends or interest on any shares, debentures or other securities, of any person, firm or company, including (without limiting the generality of the foregoing) any company which is for the time being a holding company of Investec plc or another subsidiary of any such holding company or is associated with Investec plc in business.
• (i) The objects of Investec plc (which are deemed to be included in the Articles of Association) are set out in full in Clause 4 of its Memorandum of Association attached to the Articles of Association, which is available for inspection at the address specified in paragraph 23 of this Part IX.

(ii) Share capital

• (a) The share capital of Investec plc comprises of Ordinary Shares, Preference Shares, Perpetual Preference Shares, Investec plc Special Converting Shares, the Investec plc Special Voting Share, the UK DAN Share and the UK DAS Share. Investec plc also has the right to issue further classes of shares with such rights, or subject to such restrictions, as determined by Investec plc ordinary resolution or by the Directors. Pursuant to this right, the Directors have issued, and the share capital of Investec plc also includes, the Investec plc ZAR Preference Shares.
• (b) The voting rights attached to these shares are set out in paragraph (xi) "Voting and votes attaching to shares" and paragraph (xiv) "Restrictions on voting in

Investec plc" below, the entitlement of these shares to share in profits is set out in paragraph (xv) "Dividends" below and their respective rights to any surplus on a liquidation are set out in the paragraph (xvi) "Winding-up" below.

• (c) On the Conversion Date (as defined by the Articles of Association), all of the Investec plc Special Converting Shares will automatically be converted into and in all respects rank pari passu with the Ordinary Shares.
• (d) Investec plc will have the right to redeem:
• any or all of the Preference Shares for the time being issued and outstanding;
• at any time prior to the Conversion Date, any or all of the Investec plc Special Converting Shares in issue if, in the opinion of the Board, such redemption is necessary or expedient in order to maintain the PLC Equivalent Number; and
• at any time on or after the Conversion Date, the Investec plc Special Voting Share, the UK DAN Share and the UK DAS Share if the Board so decides.
• (e) Investec plc will pay for each share so redeemed an amount equal to the nominal value paid up of such share.

(iii) Alteration of share capital

• (a) Investec plc may, by ordinary resolution:
• increase its capital by such sum to be divided into shares of such amounts as the resolution will prescribe;
• consolidate and divide all or any of its share capital into shares of a larger nominal amount than its existing shares;
• cancel any shares which, at the date of the resolution, have not been taken, or agreed to be taken, by any person and reduce its authorised share capital by the amount of the shares so cancelled; and
• sub-divide its shares into shares of a smaller nominal amount than is fixed by the Memorandum of Association (as appended to the Articles of Association), subject to the provisions of the Companies Act, and so that the resolution whereby any share is sub-divided may determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may, as compared with the others, have any preferred, deferred or other special rights or be subject to any restrictions, as Investec plc has power to attach to unissued or new shares.
• (b) Where, as a result of a consolidation or sub-division of shares, any members would become entitled to fractions of a share, the Directors may deal on behalf of the members by selling the shares as they deem fit. In particular, the Directors may sell the shares representing the fractions for the best price reasonably obtainable to any person, including, subject to the Companies Act, Investec plc, and distribute the net proceeds of sale in due proportion among those members,

and the Directors may authorise some person to transfer the shares to, or in accordance with the directions of, the purchaser.

• (c) Subject to the provisions of the Companies Act and without prejudice to any special rights attaching to a class of shares, Investec plc may purchase, or may enter into a contract under which it will or may purchase, any of its own shares of any class, including any redeemable shares.
• (d) Subject to the provisions of the Companies Act and to any rights conferred on the holders of any class of shares, Investec plc may, by special resolution, reduce its share capital or any capital redemption reserve, share premium account or other undistributable reserve in any way.

(iv) Share issues

• (a) Subject to the provisions of the Companies Act and the Articles of Association, and without prejudice to the rights attached to any existing shares or class of shares:
• any share in Investec plc may be issued with such preferred, deferred or other special rights, or subject to such restrictions, whether as regards dividend, return of capital, voting or otherwise, as either Investec plc may by ordinary resolution determine or, in the absence of such determination, as the Directors will determine; and
• Investec plc may issue any shares which are, or at the option of Investec plc or the holder are liable, to be redeemed, or create and issue secured or unsecured debentures, on such terms and conditions and in such manner as Investec plc or the Directors may determine.
• (b) Subject to the provisions of the Companies Act, pre-emptive rights and any resolution of Investec plc in a general meeting, the Directors will have the authority to allot, grant options over or otherwise dispose of unissued shares on such terms and conditions as they think proper.
• (c) The Directors are empowered during each Allotment Period (as defined in the Articles of Association):
• to allot relevant securities with an aggregate nominal value up to the Section 551 Amount (as defined in the Articles of Association). By such authority, the Directors may, during the prescribed period, make offers or agreements which would or might require shares to be allotted after expiry of the prescribed period; and
• to allot equity securities (within the terms of this paragraph (c)) wholly for cash in connection with a rights issue or (otherwise than in connection with a rights issue) with an aggregate nominal value up to the Section 571 Amount (as defined in the Articles of Association) as if Section 561 of the Companies Act did not apply to any such allotment or sale.

(v) Variations of rights

Subject to the Companies Act, unless otherwise provided by the terms of allotment of shares of that class, whenever the share capital of Investec plc is divided into different classes of shares, the special rights attaching to any class of shares may be varied or abrogated by special resolution of Investec plc approving such variation or abrogation either with the consent in writing of the holders of three-quarters in nominal value of the issued shares of the class or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of the class (but not otherwise), and may be so varied or abrogated either whilst Investec is a going concern or during or in contemplation of a winding-up.

(vi) Transfer of shares

• (a) All transfers of shares which are in certificated form may be effected in writing in any usual or common form or in any other form acceptable to the Directors and may be under hand only. The transfer instrument will be signed by or on behalf of the transferor and, except in the case of fully paid shares, by or on behalf of the transferee. The transferor will remain the holder of the shares until the transferee's name is entered in the share register. All transfers of shares that are in uncertificated form may be effected by means of a computer-based system (i.e. CREST) and procedures which enable the transfer of shares without a written instrument, unless the CREST Regulations provide otherwise.
• (b) Every instrument of transfer must be lodged, duly stamped if required, at the transfer office at which it is presented for registration accompanied by the share certificates or other form of evidence the Directors may reasonably require to show the transferor's right of transfer.
• (c) The Directors may decline to recognise any transfer instrument relating to shares in certificated form unless it is in respect of one class of share and the provisions of paragraph (b) above have been complied with.
• (d) The Directors may, in the case of shares in certificated form, in their absolute discretion refuse to register any transfer of certificated shares that are not fully paid, provided that their discretion does not prevent dealings of shares of that class from taking place on an open and proper basis. The Directors also may refuse to register an allotment or transfer of shares, whether fully paid or not, in favour of more than four persons jointly.
• (e) If the Directors refuse to register an allotment or transfer, they will send to the allottee or transferee notice in writing of the refusal within two months after the date on which:
• the letter of allotment or transfer was lodged with Investec plc in the case of shares held in certificated form; or
• the CREST instruction was received by Investec plc in the case of shares held in uncertificated form.
• (f) The Directors shall decline to register any transfer of:

• the Investec plc Special Voting Share unless the transfer has been approved in accordance with the provisions of the Voting Agreement;

• the UK DAN Share or the UK DAS Share unless the transfer has been approved in accordance with the provisions of the relevant UK DAT Deed; and

• any or all of the Investec plc Special Converting Shares prior to the Conversion Date.

(vii) Forfeiture and lien

Investec plc has a lien on every partly paid share for all amounts payable to Investec plc in respect of that share, such lien having priority over claims of others to the shares. The Directors may call any monies unpaid on shares and may sell or dispose of Ordinary Shares on which calls or amounts payable under the terms of issues are not duly paid.

(viii) General meetings and notices

An annual general meeting must be held once every year, within a period not more than six months from the day following Investec plc's financial year end and not more than 15 months after the holding of the last preceding annual general meeting, at a place as may be determined by the Directors. All other meetings shall be called general meetings.

The Directors may, whenever they think fit, call a general meeting. The Directors are required to call a general meeting once the Company has received requests from its members to do so in accordance with the Companies Act.

The Board may direct that any shareholders' meeting will be held at two or more locations. Arrangements must be made to ensure that all members and proxies are able to participate at the meeting and see and hear everyone else at the meeting.

Annual general meetings and any general meeting at which a special resolution is proposed to be passed, or a resolution of which special notice has been given to Investec plc, must be called on at least 21 days' written notice. Any other general meeting must be called on at least 14 days' notice unless a special resolution is to be passed at that general meeting, in which case it shall be 21 days' notice.

Any notice calling a general meeting will specify, inter alia:

• (a) the place, day and hour of the meeting;
• (b) that a member entitled to attend and vote is entitled to appoint a proxy or proxies to attend, speak and vote instead of him on a poll or a show of hands, and that a proxy need not be a member of Investec plc; and
• (c) the general nature of business to be transacted and whether resolutions to be proposed are special resolutions.

The Company may determine that only those persons entered on the Register at the close of business on a day decided by Investec plc, such day being no more than 21 days before the day that notice of the meeting is sent, shall be entitled to receive such notice.

For the purposes of determining which persons are entitled to attend or vote at a meeting and how many votes such persons may cast, the Company may specify in the notice of the meeting a time, not more than 48 hours before the time fixed for the meeting, by which a person must be entered on the Register in order to have the right to attend or vote at the meeting.

A shareholder who would otherwise be entitled to receive any notice or other document, shall not be entitled to receive the relevant notice or document if, on each of the three most recent occasions on which the relevant person shall have been sent any documents by Investec plc, the document shall have been returned undelivered unless, since the earliest of those three occasions, the relevant person shall have confirmed the correctness of their address to Investec plc or supplied a new address to which notices and documents are to be sent.

(ix) Quorum

Subject to the Articles of Association, no business other than the appointment of a chairman shall be transacted at any General Meeting unless a quorum is present at the time when the meeting proceeds to business. Three members present in person, or if the member is a body corporate, represented, and entitled to vote shall be a quorum for all purposes.

(x) Amendments to resolutions

In the case of any resolution, no amendment thereto (other than to correct an error) may be considered or voted upon.

(xi) Voting and votes attaching to shares

• (a) The Articles of Association set out the provisions relating to Joint Electorate Actions and Class Rights Actions and the procedures relating thereto. Paragraphs (b) to (f) below set out the voting rights attached to Ordinary Shares and the Investec plc Special Voting Share which give effect to those voting arrangements.
• (b) Subject to any special rights or restrictions as to voting attached to any class of shares, the Ordinary Shares have the following voting rights in respect of resolutions of Investec plc which is the issuer of such shares:
• on a show of hands, every holder who is present in person, or if a body corporate, as represented, will have one vote; and
• on a poll, every holder who is present in person or by proxy will have one vote for each fully paid Ordinary Share of which he is the holder with the exception of the holder of the Investec plc Special Voting Share who shall have the Specified Number (as defined in paragraph (c) below) of votes.
• (c) Prior to the Conversion Date, the holder of the Investec plc Special Voting Share shall be entitled to attend any general meeting and to cast on a poll the Specified Number of votes as set out below:
• Joint Electorate Actions: the Specified Number of votes will be the total number of votes validly cast (both for or against) by Investec Limited Shareholders on the poll on the equivalent resolution at the parallel Investec Limited shareholders' meeting multiplied by the Equalisation Ratio;
• Class Rights Actions: on any resolution to approve a Class Rights Action the Specified Number of votes shall be equal to 25.1% in relation to a special resolution, and 50.1% in relation to an ordinary resolution, in each case, of the aggregate number of votes attaching to all classes of issued

shares in Investec plc, including the Investec plc Special Voting Share, which would be cast on such resolution rounded up to the next whole number;

• Procedural resolutions: on a procedural resolution put to a general meeting at which a Joint Electorate Action is to be considered the Specified Number of votes will be the greatest number of votes cast or able to be cast via proxy (if such meeting has not yet been held) by Investec Limited Shareholders at the parallel Investec Limited shareholders' meeting on any equivalent resolution on a Joint Electorate Action, in each case multiplied by the Equalisation Fraction in effect at the time of such general meeting and rounded up to the nearest whole number; and
• Other decisions: the Specified Number of votes that may be cast on all other decisions will be zero.
• (d) On or after the Conversion Date, the holder of the Investec plc Special Voting Share will cease to have any right to receive notice of, attend, speak at or vote at any general meeting.
• (e) Holders of the UK DAS Share and the UK DAN Share have the right to receive notice of, attend and speak at a general meeting only in relation to a resolution proposing to vary the rights attached to the UK DAS Share or the UK DAN Share, as the case may be, or a resolution proposing the winding-up of Investec plc in which case they will only be entitled to vote on such a resolution.
• (f) Prior to the Conversion Date, the holder(s) of the Investec plc Special Converting Shares have the right to receive notice of any general meeting and to attend and speak at a general meeting only in relation to a resolution proposing to vary the rights attached to the Investec plc Special Converting Shares or a resolution proposing the winding-up of Investec plc, in which case they will only be entitled to vote on such a resolution.

(xii) Preference Shares

The rights and privileges attached to Preference Shares referred to above, inter alia, are as follows:

• (a) out of the profits of Investec plc which it shall determine to distribute, the holders of the Preference Shares shall be entitled in priority to any payment of dividend to the holders of any other class of shares but pari passu with the Perpetual Preference Shares a non-cumulative preferential dividend to be paid in respect of such periods and on such terms and conditions as may be determined by the Directors prior to the allotment thereof;

• (b) on a return of capital, whether on a winding-up or not (but not on a redemption or purchase of any shares by Investec plc), the Preference Shares will rank pari passu inter se and with the most senior ranking preference shares of Investec plc in issue (if any). On such a return of capital, each Preference Share will be entitled to receive in euro an amount equal to €1,000 per Preference Share plus any other unpaid preference dividends and other additional amounts;

• (c) the holders of the Preference Shares are not entitled to attend and vote at general meetings of Investec plc. Holders will be entitled to attend and vote at class meetings of holders of Preference Shares. Every holder of Preference Shares who is present in person at a class meeting of holders of Preference Shares has one vote on a show of hands and on a poll every holder of Preference Shares who is present in person or by proxy has one vote for every Preference Share of which he is the holder; and

• (d) subject to the provisions of the Companies Act, the special rights attached to any class of shares may be varied or abrogated with the consent in writing of three quarters in nominal value of the issued shares of that class or with the sanction of a special resolution passed at a separate meeting of holders of that class.

(xiii) Perpetual Preference Shares

The rights and privileges attached to Perpetual Preference Shares referred to above, inter alia, are as follows:

• (a) on a return of capital on the winding-up of Investec plc, the holders of the Perpetual Preference Shares shall be entitled on a per Perpetual Preference Share and equal basis, to an amount equal to the aggregate of the nominal value and premiums in respect of Perpetual Preference Shares issued divided by the number of Perpetual Preference Shares in issue;
• (b) out of the profits of Investec plc which it shall determine to distribute, the holders of the Perpetual Preference Shares shall be entitled to any payment of the preference dividend in priority to the holders of Ordinary Shares, Investec plc Special Converting Shares, UK DAN Shares and UK DAS Shares, but pari passu with the holders of Preference Shares;
• (c) the holders of the Perpetual Preference Shares shall be entitled to receive notice of and be present but not to vote, either in person or by proxy, at any meeting of Investec plc, by virtue of or in respect of the Perpetual Preference Shares, unless either or both of the following circumstances prevail as at the date of the meeting:
• the preference dividend or any part thereof remains in arrear and unpaid as determined in accordance with the Articles of Association of Investec plc after six months from the due date thereof; and
• a resolution of Investec plc is proposed which directly affects the rights attached to the Perpetual Preference Shares or the interests of the holders thereof, or a resolution of Investec plc is proposed to wind up or in relation to the winding-up of Investec plc or for the reduction of its capital, in which event the preference shareholders shall be entitled to vote only on such resolution; and
• (d) at every general meeting of Investec plc at which holders of Perpetual Preference Shares as well as other classes of shares are present and entitled to vote, a preference shareholder shall be entitled to one vote per Perpetual Preference Share held.

(xiv) Restrictions on voting in Investec plc

• (a) A member loses his right to vote if any call or other sum presently payable by him in respect of the shares in Investec plc remains unpaid, unless the Directors determine otherwise.
• (b) Unless the Directors determine otherwise, a Shareholder, who has been served with a notice under Part 22 of the Companies Act (which confers upon public companies the power to require information as to interests in its voting shares) and is in default for a period of 14 days in supplying to Investec plc the information required, will not be entitled to vote in respect of the Ordinary Shares ("Default Shares") in relation to which the information has not been supplied. If the Default Shares represent 0.25% or more of the nominal value of the issued ordinary share capital, then the Directors may:
• direct that any dividend on the Default Shares is withheld (without any liability to pay interest thereon); and/or
• refuse to register any transfer of the Default Shares if, in the case of shares held in uncertificated form, they are permitted to do so by the CREST Regulations.
• (c) The member shall also not (for so long as the default continues) be entitled to attend or vote either personally or by proxy at a general meeting of Investec plc.
• (d) The Board may also decide to impose voting restrictions in respect of the takeover restrictions described in paragraph 5.1.3 below.

(xv) Dividends

• (a) Prior to the Conversion Date:
• profits resolved to be distributed will be divided among the holders of the Ordinary Shares, the UK DAN Share and the UK DAS Share in such a manner as to ensure that Investec plc (having regard to any Actions taken by Investec Limited) gives effect to the DLC Equalisation Principles;
• the Investec plc Special Voting Share will have no right to receive dividends or other distributions; and
• the Investec plc Special Converting Shares will have no right to receive dividends or other distributions.
• (b) On and from the Conversion Date:
• profits resolved to be distributed will be divided among the holders of Ordinary Shares save as regards any distribution payable by reference to a record date prior to the Conversion Date which shall not be payable to the holders of Investec plc Special Converting Shares which have converted in accordance with the Articles of Association;

• the UK DAN Share and the UK DAS Share will have no right to receive dividends or other distributions; and

• the Investec plc Special Voting Share will have no right to receive any dividends or other distributions.

• (c) The Directors of Investec plc may by ordinary resolution declare dividends, provided that no dividend declared by Investec plc by ordinary resolution will exceed the amount recommended by the Directors.
• (d) The Directors may pay:
• fixed dividends on any class of shares carrying a fixed dividend expressed to be payable on fixed dates on the half-yearly or other dates prescribed for the payment thereof; and
• interim dividends on shares of any class of such amounts, on such dates and in respect of such periods as they think fit. If the Directors act in good faith they will not incur any liability to the holders of any shares for any loss they may suffer by the lawful payment of any such fixed or interim dividend.
• (e) Investec plc may upon the recommendation of the Directors and by ordinary resolution, direct payment of a dividend in whole or in part by the distribution of specific assets.
• (f) No dividend will be paid otherwise than out of profits available for distribution under the provisions of the Companies Act.
• (g) Except as otherwise provided by the rights attached to any shares and the terms of issue thereof, all dividends will be apportioned and paid pro rata according to the amounts paid up on the shares during any portion of the period in respect of which the dividend is paid. No amount paid on a share in advance of calls will be treated as paid on the share.
• (h) Subject to the rights attaching to any shares, the Directors may determine that any dividend or other moneys payable on or in respect of a share may be paid in such currency as the Directors may determine.
• (i) No dividend or other moneys payable in respect of a share shall bear any interest as against Investec plc.
• (j) Any dividend unclaimed after a period of six years from the date on which such dividend was declared or became due for payment will be forfeited and will cease to remain owing by Investec plc. Any sums paid on the UK DAN Share or the UK DAS Share which have not been claimed by the beneficiaries under the relevant trust within the equivalent six-year period, shall also be unclaimed dividends and be forfeited by the relevant beneficiaries.
• (k) The Directors may offer to Shareholders the right to receive, in lieu of all or any dividend, an allotment of new Ordinary Shares credited as paid in full.

(xvi) Winding-up

(a) Subject to paragraph (b) below, if Investec plc is wound up, the liquidator may, with the authority of a special resolution:

• divide amongst the members in specie or in kind the whole or any part of the assets of Investec plc (whether they will consist of property of the same kind or not) and may, for such purpose, set such value as he deems fair upon any property to be divided and may determine how such division will be carried out between the members or different classes of members; and
• vest the whole or any part of the assets in trustees upon such trusts for the benefit of members as the liquidator will think fit, but no Shareholder will be compelled to accept any shares or other property in respect of which there is a liability.
• (b) On a winding-up of Investec plc, the assets of Investec plc remaining after payments of all amounts payable to the creditors of Investec plc and prior ranking statutory entitlements shall be distributed:
• first to the holders of any shares in Investec plc's capital ranking in priority to the Ordinary Shares, the UK DAN Share and the UK DAS Share, in accordance with the terms and conditions attaching to those shares;
• subject to above, to the holders of the UK DAN Share and the UK DAS Share subject, in each case, to a maximum of the par value of such shares; and
• subject to the above mentioned two points, to the holders of Ordinary Shares.

(xvii) Directors

(a) Number of Directors

The number of directors of Investec plc will be not less than four nor more than 20 in number. Investec plc may by special resolution from time to time vary the minimum and/or maximum number of directors.

(b) No share qualification

A director will not be required to hold any shares in the capital of Investec plc by way of qualification. A director who is not a member of Investec plc will nevertheless be entitled to attend and speak at general meetings.

• (c) Remuneration
• The ordinary remuneration of the Directors will be determined by a disinterested quorum of Directors from time to time except that such remuneration (for both Executive Directors and Non-executive Directors) will not exceed £1 million per annum in aggregate or such higher amount as may be determined by an ordinary resolution of Investec plc and will (unless such resolution otherwise provides) be divisible among the Directors as they may agree, or, failing agreement, equally, except that any director who will hold office for part only of the period in respect of which such remuneration is payable will be entitled only to rank in such division for a proportion of remuneration related to the period during which he has

held office. Any fee payable under the relevant provision of the Articles of Association will be distinct from any remuneration or other amounts payable to a director under other provisions of the Articles of Association or payable by Investec Limited under the relevant provisions of the Investec Limited Memorandum and Articles of Association.

• Any director who holds an executive office with Investec plc or Investec Limited, including for this purpose the office of chairman or deputy chairman whether or not such office is held in an executive capacity, or who serves on any committee of the Board, or who otherwise performs services, in relation to the business of the Group that are outside the scope of ordinary duties of a director, may be paid such extra remuneration by way of salary, commission or otherwise or may receive such other benefits, including, without limitation, costs associated with residing overseas, as a disinterested quorum of Directors may reasonably determine.
• The Board may repay to any director all reasonable expenses properly incurred by him in travelling to and from meetings of the Board, meetings of any committees appointed pursuant to the Articles of Association or general meetings, or otherwise in connection with the business of Investec plc or Investec Limited.
• The Board has the power to pay and agree to pay gratuities, pensions or other retirement, superannuation, death or disability benefits to, or to any person in respect of, any director or ex-director and for the purpose of providing such benefits to contribute to any scheme or fund to pay premiums.
• (d) Age limit

Any provision of the Companies Act which, subject to the Articles of Association, would have the effect of rendering any person ineligible for appointment or election as a director or liable to vacate office as a director on account of his having reached any specified age or of requiring special notice or any other special formality in connection with the appointment or election of any director over a specified age will not apply to Investec plc.

(e) Retirement of Directors by rotation

At each annual general meeting:

• any director who was elected or last re-elected or, if later, deemed in terms of the Articles of Association to have been elected or re-elected a director at or before the annual general meeting held in the third calendar year before the current year shall retire by rotation;
• in addition to directors retiring in terms of the above and because the maximum number of directors has been exceeded, such further directors, if any, shall retire by rotation as would bring the number retiring by rotation up to one-third of the number of directors in office at the date of

the notice of the annual general meeting (or, if their number is not three or a multiple of three, the number nearest to but not less than one-third);

• each director (other than the chairman or an Executive Director) shall retire at the end of each annual general meeting following the ninth anniversary of the date on which they were elected to Investec plc; and
• a director retiring on the terms above can offer themselves for re-election and be eligible for re-election.
• (f) Nomination of Director for election

No person other than a director retiring at a meeting will be eligible for election as a director at any general meeting unless there is lodged at the offices of Investec plc:

• a written notice signed by a Shareholder other than the person to be proposed qualified to attend and vote at the meeting or a director indicating his intention to propose such person for election; and
• a written notice signed by the person to be proposed of his willingness to be elected as a director of Investec plc and of Investec Limited.

The directors shall nominate for election as a director at a general meeting of Investec plc any person duly nominated at a parallel meeting of Investec Limited.

The notice required must be lodged not less than seven business days and not more than 28 business days, inclusive of the date on which notice is given, before the earlier of the date appointed for the meeting and the date appointed for the parallel meeting of Investec Limited.

(g) Additional Directors

Investec plc may by ordinary resolution elect, and without prejudice thereto the directors will have power at any time to appoint, any person to be a director either to fill a casual vacancy or as an additional director, but so that the appointment will not cause the maximum number of directors to be exceeded and will not take effect before such director has been duly appointed as a director of the other Company. Any person so appointed by the directors will hold office only until the next annual general meeting and will then be eligible for election.

(h) Removal of directors

Investec plc may, by ordinary resolution of which special notice is given, remove any director before the expiration of his period of office in accordance with the Companies Act, and elect another person in place of a director so removed from office. Such removal may take place notwithstanding any provision of the Articles of Association or of any agreement between Investec plc and such director, but is without prejudice to any claim the director may have for damages for breach of any such agreement.

(i) Termination of office

A director's office will be terminated if, inter alia, he ceases to be a director of Investec Limited.

(j) Meetings of Directors

Subject to the provisions of the Articles of Association, the Directors may meet for the despatch of business and adjourn and otherwise regulate their proceedings as they think fit.

The quorum necessary for the transaction of business of the Directors may be fixed from time to time by the Directors and unless so fixed at any other number shall be four. A meeting of the Directors at which a quorum is present shall be competent to exercise all powers and discretions for the time being exercisable by the Directors.

The Directors may elect from their number a Chairman and a Deputy Chairman (or two or more Deputy Chairmen) and decide the period for which each is to hold office.

Questions arising at any meeting of the Directors shall be determined by a majority of votes. In the case of an equality of votes, the chairman of the meeting shall have a second or casting vote.

(k) Directors' interests

For the purposes of Section 175 of the Companies Act, the Directors shall have the power to authorise any matter which would or might otherwise constitute or give rise to a breach of the duty of a director to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of Investec plc.

Any such authorisation will be effective only if:

• the matter in question was proposed in writing for consideration at a meeting of the Directors, in accordance with the Board's normal procedures or in such other manner as the Directors may resolve;
• any requirement as to the quorum at the meeting at which the matter is considered is met without counting the director in question or any other interested director; and
• the matter was agreed to without such interested Directors voting or would have been agreed to if their votes had not been counted.

The Directors may extend any such authorisation to any actual or potential conflict of interest which may reasonably be expected to arise out of the matter so authorised and may (whether at the time of the giving of the authorisation or subsequently) make any such authorisation subject to any limits or conditions they expressly impose. The Directors may also terminate any such authorisation at any time.

Subject to authorisation by Investec plc, a Director, notwithstanding his office, may have an interest of the following kind:

where a director (or a person connected to him) is a director or other officer of, or employed by, or otherwise interested (including by the holding of shares) in any relevant company;

• where a director (or a person connected to him) is a party to, or otherwise interested in, any contract, transaction or arrangement with a relevant company or in which Investec plc is otherwise interested;
• where the director (or a person connected to him) acts (or any firm of which he is a partner, employee or member acts) in a professional capacity for any relevant company (other than as auditor) whether or not he or it is remunerated therefore;
• an interest which cannot reasonably be regarded as likely to give rise to a conflict of interest;
• an interest, or a transaction or arrangement giving rise to an interest, of which the director is not aware; or
• any other interest authorised by ordinary resolution.
• (l) Restrictions on voting

A director is prevented from voting at a meeting of the Board in respect of any contract, transaction or arrangement or any other proposal whatsoever in which he (or a person connected with him) is interested. Any vote of a director in respect of a matter where he is not entitled to vote shall be disregarded. A director shall not be counted in the quorum for a meeting of the Directors in relation to any resolution on which he is not entitled to vote.

Subject to the provisions in the Companies Act, a director shall be entitled to vote, and be counted in the quorum, in respect of any resolution concerning any contract, transaction or arrangement, or any other proposal:

• in which the director has an interest of which that director is not aware;
• in which the director has an interest which cannot reasonably be regarded as likely to give rise to a conflict of interest;
• in which the director has an interest only by virtue of interests in shares, debentures or other securities in Investec plc or Investec Limited, or by reason of any other interest in or through Investec plc or Investec Limited;
• which involves the giving of any security, guarantee or indemnity to the director or any other person in respect of (A) money lent or obligations incurred by the director or by any other person at the request or for the benefit of Investec plc, or Investec Limited or any other member of the Group; or (B) a debt or other obligation of Investec plc, Investec Limited or any other member of the Group for which he himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;

• concerning an offer of shares or debentures or other securities of or by Investec plc, Investec Limited or other members of the Group (A) in which offer the director is or may be entitled to participate as a holder of securities; or (B) in the underwriting or sub-underwriting of which the director is to participate;

• concerning any other body corporate in which the director is interested, directly or indirectly, and whether as an officer, shareholder, creditor, employee or otherwise, provided that that director (or persons connected to that director) is not the holder of, or beneficially interested in, 1% or more of the issued share capital of any class of such body corporate or of the voting rights available to members of the relevant body corporate;

• relating to an arrangement for the benefit of the employees or former employees of Investec plc or the Group which does not award that director with any privilege or benefit not generally awarded to the employees or former employees to whom such arrangements relate;
• concerning the purchase or maintenance by Investec plc of insurance for any liability for the benefit of the Board or for persons who include Directors;
• concerning the giving of indemnities in favour of the Directors;
• concerning the funding or expenditure by any director or directors on (A) defending criminal, civil or regulatory proceedings or actions against him or them, (B) in connection with an application to the court for relief, or (C) defending him or them in any regulatory investigations;
• concerning the doing of anything to enable any member of the Board to avoid incurring expenditure in connection with criminal, civil or regulatory proceedings; and
• in respect of which that director's interest has been authorised by ordinary resolution.
• (m) Powers and obligations in relation to the DLC Agreements

The Directors are authorised and directed, subject to any Applicable Regulations, to carry into effect the provisions of the DLC Agreements and any further or other agreements or arrangements contemplated by or relating to such agreements and nothing done by any Director in good faith pursuant to such authority and obligations (the "DLC Obligations") will constitute a breach of fiduciary duties of such Director to Investec plc or the members of Investec plc. In particular, but without limitation to the generality of the above, the Board may in addition to its duties to Investec plc have regard to the interests of Investec Limited (and vice versa) and both the holders of Ordinary Shares and Investec Limited Ordinary Shares as if Investec plc and Investec Limited were a single unified entity and for that purpose the Board will in exercising its powers take into account the interests of the holders of Investec Limited Ordinary Shares and vice versa.

In the absence of fraud or negligence, neither Investec plc nor any Shareholder(s) will have the right to bring any proceedings or claims against any Director(s) which arise out of or in connection with anything done in good faith by any Director(s) or the Board pursuant to the DLC Obligations.

(n) Confidential information

If a director, otherwise than by virtue of his position as director, receives information in respect of which he owes a duty of confidentiality to a person other than Investec plc, he shall not be required to disclose such information to Investec plc or otherwise use or apply such confidential information for the purpose of or in connection with the performance of his duties as a director, provided that such an actual or potential conflict of interest arises from a permitted or authorised interest under the Articles of Association. This is without prejudice to any equitable principle or rule of law which may excuse or release the director from disclosing the information, in circumstances where disclosure may otherwise be required under the Articles of Association.

(o) Borrowing powers

Subject to the provisions of the Companies Act, the Directors may exercise all the powers of Investec plc to borrow money, to indemnify, to guarantee, to mortgage or charge all or any part or parts of its undertaking, property, assets (present and future) and uncalled capital and to issue any debentures and other securities whether outright or as collateral security for any debt, liability or obligation of Investec plc or of any third party.

(p) Powers of the Directors

The Directors may delegate any of their powers or discretions, including those involving the payment of remuneration or the conferring of any other benefit to the Directors to committees. Any such committee shall, unless the Directors otherwise resolve, have the power to sub-delegate to sub-committees any of the powers or discretions delegated to it. The Directors may make regulations in relation to the proceedings of committees or sub-committees.

The Directors may establish any local boards or appoint managers or agents to manage any of the affairs of Investec plc, either in the United Kingdom or elsewhere, and may:

• appoint persons to be members or agents or managers of such local board and fix their remuneration;
• delegate to any local board, manager or agent any of the powers, authorities and discretions vested in the Directors, with the power to subdelegate;
• remove any person so appointed, and may annul or vary any such delegation; and
• authorise the members of any local boards, or any of them, to fill any vacancies on such boards, and to act notwithstanding vacancies.

The Directors may appoint any person or fluctuating body of persons to be the attorney of Investec plc with such purposes and with such powers, authorities and discretions and for such periods and subject to such conditions as they may think fit.

Any director may at any time appoint any person (including another director) to be his alternate director and may at any time terminate such appointment.

5.1.3 Takeover restrictions

Except as a result of a Permitted Acquisition (as defined below), a person must not acquire Ordinary Shares or control over Ordinary Shares if such acquisition would result in such person being able to exercise:

• (i) 30% of the voting rights of Investec Limited without regard to the Investec Limited Special Converting Shares;
• (ii) 30% of the voting rights of Investec Limited taking into account the Investec Limited Special Converting Shares on a Joint Electorate Action;
• (iii) 30% of the voting rights of Investec plc without regard to the Investec plc Special Voting Share; or
• (iv) 30% of the voting rights of Investec plc taking into account the Investec plc Special Voting Share on a Joint Electorate Action,

each of the above thresholds being a "Limit".

Where any person breaches any such Limit (except as a result of a Permitted Acquisition), that person and any person acting in concert with him will be in breach of the Articles of Association, and any Ordinary Shares or Investec Limited Ordinary Shares, as the case may be, held by such defaulting member which cause the relevant Limit to be equalled or exceeded shall be designated as "Excess Shares", and Investec plc shall notify such defaulting member accordingly.

As soon as reasonably practicable thereafter, Investec plc shall effect the transfer of such Excess Shares to the trustee from time to time of the Excess Shares. Investec plc has the power to direct the trustee to sell such Excess Shares to any person nominated by Investec plc.

Immediately after the trigger of any Limits, the defaulting member shall have no rights whatsoever in the Excess Shares.

An acquisition is a "Permitted Acquisition" if the Board consents to the acquisition or if each of paragraphs (a), (b) and (c) below is satisfied:

• (a) the acquisition is under or pursuant to a procedure which applies to or is undertaken for both the Investec Limited Ordinary Shares and the Ordinary Shares at or about the same time; and
• (b) each such procedure complies with Applicable Regulations, the Articles of Association and the Investec Limited Memorandum and Articles of Association; and
• (c) Investec Limited Ordinary Shareholders on the one hand and the Ordinary Shareholders on the other hand are afforded equivalent treatment in terms of, inter alia:
• the consideration offered for their shares (having regard to the Equalisation Ratio);
• the information provided to them;
• the time to consider the offer or procedure; and

the conditions to which the procedure is subject.

5.1.4 Notices to overseas Shareholders

A Shareholder who has no registered address within the UK or South Africa and has not supplied to Investec plc an address within the UK or South Africa for the service of notices will not be entitled to receive notices from Investec plc.

6 Directors of Investec plc and Investec Limited

The board of directors of Investec plc and Investec Limited are identical.

The Directors and their principal functions are as follows:

Name	Position
Directors
Sir David Prosser	Non-executive Joint Chairman
Fani Titi	Non-executive Joint Chairman
Stephen Koseff	Chief Executive Officer
Bernard Kantor	Managing Director
Glynn R Burger	Group Risk and Finance Director
Hendrik J du Toit	Executive Director
Sam E Abrahams	Non-executive Director
George F O Alford	Non-executive Director (Senior Independent Director)
Cheryl A Carolus	Non-executive Director
Peregrine K O Crosthwaite	Non-executive Director
Olivia C Dickson	Non-executive Director
Bradley Fried	Non-executive Director
Haruko Fukuda OBE	Non-executive Director
Ian R Kantor	Non-executive Director
M Peter Malungani	Non-executive Director
Peter R S Thomas	Non-executive Director

Brief biographical details of the Directors are as follows:

Sir David Prosser - Non-executive Joint Chairman

Sir David Prosser, age 67, was previously Group Chief Executive of Legal & General Group PLC, joining Legal & General in 1988 as Group Director (Investments) and becoming Deputy Chief Executive in January 1991 and Group Chief Executive in September 1991. Sir David was previously Chairman of the Financial Services Skills Council. Sir David is currently chairman of Investec Bank plc. His directorships include Pippbrook Limited, Epsom Downs Racecourse Limited and The Royal Automobile Club Limited.

Fani Titi - Non-executive Joint Chairman

Fani Titi, age 49, is currently chairman of Investec Bank Limited. His directorships include Tsiya Group (Pty) Limited, AECI Limited, Investec Asset Management Holdings (Pty) Ltd and Investec Employee Benefits Limited.

Stephen Koseff - Chief Executive Officer

Stephen Koseff, age 60, joined Investec in 1980. He has had diverse experience within Investec as Chief Accounting Officer and General Manager of Banking, Treasury and Merchant Banking. His directorships include The Bidvest Group Limited, Rensburg Sheppards plc and a number of other Investec subsidiaries.

Bernard Kantor - Managing Director

Bernard Kantor, age 62, joined Investec in 1980. He has had varied experience within Investec as a Manager of the Trading Division, Marketing Manager and Chief Operating Officer. His directorships include Phumelela Gaming and Leisure Limited, Rensburg Sheppards plc and a number of other Investec subsidiaries.

Glynn R Burger - Group Risk and Finance Director

Glynn Burger, age 55, joined Investec in 1980. His positions within Investec have included Chief Accounting Officer, Group Risk Manager and Joint Managing Director for South Africa. His directorships include Investec Bank Limited and a number of Investec subsidiaries.

Hendrik J du Toit - Executive Director

Hendrik du Toit, age 50, joined Investec in 1991. His positions within Investec have been as portfolio manager and later chief executive officer of Investec Asset Management. His directorships include the Investment Management Association, Investec Asset Management Holdings (Pty) Limited and Investec Asset Management Limited, as well as their subsidiaries.

Sam E Abrahams - Non-executive Director

Sam Abrahams, age 73, is a former international partner and South African Managing Partner of Arthur Andersen. His current directorships include Foschini Limited, Super Group Limited, Investec Bank Limited and a number of Investec subsidiaries.

George F O Alford - Non-executive Director (Senior Independent Director)

George Alford, age 63, is former Head of Private Banking and Head of Personnel at Kleinwort Benson Group, and was a senior adviser to the Financial Services Authority. His directorships include Investec Bank plc.

Cheryl A Carolus - Non-executive Director

Cheryl Carolus, age 53, acted as the South African High Commissioner to London between 1998 and 2001 and was the Chief Executive Officer of South African Tourism. Her directorships include South African Airways (Pty) Limited (as Chairman of the Board), De Beers Consolidated Mines Limited, Gold Fields Limited, IQ Business Group (Pty) Limited, Fenner Conveyor Belting South Africa (Pty) Limited, Mercedes-Benz South Africa (Pty) Limited, Executive Chairman of Peotona Group Holdings (Pty) Limited and director of a number of the Peotona Group Companies, Ponahalo Capital (Pty) Limited, WWF International and South Africa and Investec Asset Management Holdings (Pty) Ltd.

Peregrine K O Crosthwaite - Non-executive Director

Peregrine Crosthwaite, age 62, is a former partner of Henderson Crosthwaite Limited and the founding director of Henderson Crosthwaite Limited. He was previously the chairman of Investec Investment Banking Securities Limited. His current directorships include Investec Bank plc, Jupiter Green Investment Trust and Melrose plc.

Olivia C Dickson - Non-executive Director

Olivia Dickson, age 50, was a Managing Director at JP Morgan where she served in a number of senior roles including Head of European Derivatives Brokerage. While at JP Morgan, she was a non-executive director and chair of the audit committee of the London International Financial Futures Exchange. Olivia is a member of the Financial Reporting Council's board for actuarial standards, the Financial Services Authority's regulatory decisions committee and the Pensions Regulator's determinations panel. Most recently Olivia served as a non-executive director and chair of the risk and compliance committee of Aon Limited and prior to that as a senior adviser to the Financial Services Authority. Her current directorships include Canada Life Limited, Invista Real Estate Investment Management Holdings plc and risk and assurance committee of the Mineworkers' Pension Scheme.

Bradley Fried - Non-executive Director

Bradley Fried, age 46, joined Investec in 1999 and has held the positions of Joint Head of Investment Banking and CEO of Investec Bank plc. He is on the audit committee of HM Treasury and is the chief executive in residence at Judge business school.

Haruko Fukuda OBE - Non-executive Director

Haruko Fukuda, age 65, was previously Chief Executive of the World Gold Council. Her directorships include Aberdeen Asian Smaller Companies Investment Trust PLC. She is an adviser to Metro AG.

Ian R Kantor - Non-executive Director

Ian Kantor, age 65, is former Chief Executive of Investec Bank Limited, resigning in 1985 and relocating to the Netherlands. His directorships include Investec Bank plc, Insinger de Beaufort Holdings SA (in which Investec Limited indirectly holds a 8.6% interest) and Bank Insinger de Beaufort NV where he is Chairman of the management board.

M Peter Malungani - Non-executive Director

Peter Malungani, age 53, is Chairman and founder of Peu Group (Pty) Limited and director of a few of the Peu Group Companies, Chairman of Super Group Limited and Phumelela Gaming and Leisure Limited. Other directorships include Investec Bank Limited and Investec Asset Management Holdings (Pty) Limited.

Peter R S Thomas - Non-executive Director

Peter Thomas, age 66, was the former Managing Director of The Unisec Group Limited. His directorships include JCI Limited, Khula Media Gateway (Pty) Limited, Investec Bank Limited, Investec Bank (Mauritius) Limited, Investec Bank (Australia) Limited and Investec Employee Benefits Limited.

Directors' external directorships

The following table sets out current and former directorships held by the Directors in external entities. The list does not cover the directors' memberships of administrative, management or supervisory bodies or subsidiaries of Investec plc or Investec Limited.

Director	Current directorships	Former directorships
Sir David Prosser	Pippbrook Limited Epsom Downs Racecourse Limited The Royal Automobile Club Limited	Legal & General Group PLC Financial Services Skills Council
Fani Titi	AECI Limited Tsiya Group (Pty) Limited	Tiso Group Limited
Stephen Koseff	The Bidvest Group Limited	Bid Corporation Limited JSE Limited Council of Southern African Bankers
Bernard Kantor	Phumelela Gaming and Leisure Limited	None
Glynn R Burger	None	None
Hendrik J du Toit	Investment Management Association	Association for Savings & Investments SA (previously Investment Management Association of South Africa) Industrial Development Corporation of South Africa Limited
Sam E Abrahams	Foschini Limited Super Group Limited	Arthur Anderson (South African Managing Partner) Phumelela Gaming and Leisure Limited Relyant Retail Limited
George F O Alford	None	Kleinwort Benson Group
Cheryl A Carolus	South African Airways (Pty) Limited De Beers Consolidated Mines Limited Gold Fields Limited Ponahalo Capital (Pty) Ltd Peotona Group Holdings (Pty) Limited and a number of Peotona Group Companies	South African Tourism PG Group (Pty) Limited SA National Parks
	IQ Business Group (Pty) Limited Fenner Conveyor Belting South Africa (Pty) Limited
	Mercedes-Benz South Africa (Pty) Limited
	WWF International and South Africa
Peregrine K O Crosthwaite	Jupiter Green Investment Trust Melrose plc	CIDA Limited Henderson Crosthwaite Institutional Brokers Limited Quay Nominees Limited

Director	Current directorships	Former directorships
		Technology Nominees Limited
		Toluna plc
Olivia C Dickson	Canada Life Limited	Aon Limited
	Canada Life Group (UK)
	Limited
	Canada Life Asset
	Management Limited
	Invista Real Estate
	Investment Management
	Holdings plc
	Invista Real Estate Investment
	Management Limited
	Trustee of the Mineworkers'
	Pension Scheme Limited
Bradley Fried	Growpoint Capital LLP	None
Haruko Fukuda OBE	Aberdeen Asian Smaller Companies Investment Trust PLC	World Gold Council Nikko Europe plc James Capel & Co (Partner) AB Volvo Foreign and Colonial Investment Trust plc
Ian R Kantor	Insinger de Beaufort Holdings SA Bank Insinger de Beaufort NV	None
M Peter Malungani	Super Group Limited Phumelela Gaming and Leisure Limited Peu Group (Pty) Limited Various Peu subsidiaries	Business Against Crime South Africa South African Rail Commuter Corporation Limited
Peter R S Thomas	JCI Limited Khulu Media Gateway (Pty) Limited	The Unisec Group Limited

7 Directors' interests

Save as set out in paragraphs 7.1 and 7.2 below, no Director has any interests (beneficial or non-beneficial) in the share capital of Investec plc, Investec Limited or any of its subsidiaries.

7.1 Directors'shareholdings

As at 8 December 2011 (being the latest practicable date prior to the publication of this document), the interests (all of which are beneficial unless otherwise stated) of the Directors (as well as their immediate families) in the share capital of Investec plc and Investec Limited or (so far as is known or could with reasonable due diligence be ascertained by the relevant Director) interests of a person connected (within the meaning of Section 252 of the Companies Act) with a Director and the existence of which was known to or could, with reasonable due diligence, be ascertained by the relevant Director as at 8 December 2011 together with such interests as are expected to be held immediately following completion of the Acquisition were as follows:

		As at 8 December 2011 in Investec plc		As at 8 December 2011 in Investec Limited		completion of the Acquisition in Investec plc
Director's name	Number of Existing Shares(1)	Percentage of issued share capital(2)	Number of Existing Shares(1)	Percentage of issued share capital(2)	Number of Ordinary Shares(1)	Percentage of issued share capital(2)
		(%)		(%)		(%)
Sir David Prosser	10,000	0.00	—	—	10,000	0.00
Fani Titi	—	—	—	—	—	—
Stephen Koseff	4,839,133	0.89	1,809,330	0.66	4,839,133	0.09
Bernard Kantor	48,525	0.01	3,801,000	1.38	48,525	0.01
Glynn R Burger	2,402,135	0.44	1,037,076	0.38	2,402,135	0.44
Hendrik J du Toit	—	—	604,740	0.22	—	—
Sam E Abrahams	20,000	0.00	—	—	20,000	0.00
George F O Alford	10,000	0.00	—	—	10,000	0.00
Cheryl A Carolus	—	—	—	—	—	—
Peregrine K O Crosthwaite	132,908	0.02			132,908	0.02
Olivia C Dickson	—	—	—	—	—	—
Bradley Fried	—	—	400,000	0.14	—	—
Haruko Fukuda OBE	5,000	0.00	—	—	5,000	0.00
Ian R Kantor	3,509,545	0.65	325	0.00	3,509,545	0.65
M Peter Malungani	—	—	—	—	—	—
Peter R S Thomas	195,800	0.04	500	0.07	195,800	0.04

Immediately following

Notes:

(1) The number of Existing Shares and Ordinary Shares includes beneficial and non-beneficial interests.

(2) Percentages shown have been rounded to two decimal places.

As at 8 December 2011 (being the latest practicable date prior to the publication of this document), the Directors' interests in preference shares in the Group were as follows:

Director's name	Investec plc	Investec Limited	Investec Bank Limited
Stephen Koseff	101,198	3,000	4,000

7.2 Directors' options and awards

As at 8 December 2011 (being the last practicable date prior to publication of this document), the Directors held options over Ordinary Shares as detailed in the table below.

Name	Date of grant	Exercise price	Number of Investec plc shares as at 1 April 2011	Exercised during the period	Options granted/ lapsed during the period	Balance as at 8 December 2011	Period exercisable
Executive Directors
Investec plc Share Option Plan 2002
Bernard Kantor(1)	(2) 20 December 2002	£1.59	9,455	-	-	9,455	Vesting scale in terms of the scheme rules. Vesting ends 20 March 2012
Hendrik J du Toit	(2) 20 December 2002	£1.59	9,455	-	-	9,455	Vesting scale in terms of the scheme rules. Vesting ends 20 March 2012
Share Matching Plan 2005(3)
Stephen Koseff	25 June 2009	-	300,000	-	-	300,000	75% is exercisable on 25 June 2013 and 25% on 25 June 2014
	1 July 2010	-	750,000	-	-	750,000	75% is exercisable on 1 July 2014 and 25% on 1 July 2015
Bernard Kantor	25 June 2009	-	300,000	-	-	300,000	75% is exercisable on 25 June 2013 and 25% on 25 June 2014
	1 July 2010	-	750,000	-	-	750,000	75% is exercisable on 1 July 2014 and 25% on 1 July 2015
Glynn R Burger	25 June 2007	£0	150,000	-	150,000	Nil	75% is exercisable on 25 June 2011 and 25% on 25 June 2012
	25 June 2009	-	300,000	-	-	300,000	75% is exercisable on 25 June 2013 and 25% on 25 June 2014
	1 July 2010	-	750,000	-	-	750,000	75% is exercisable on 1 July 2014 and 25% on 1 July 2015
Long Term Incentive Plan
Hendrik J du Toit	16 March 2005	£0	93,750	93,750	-	-
	25 June 2007	£0	375,000	281,250(4)	-	93,750	75% is exercisable on 25 June 2011(4) and 25% on 25 June 2012
	25 June 2009	£0	250,000	-	-	250,000	75% is exercisable on 25 June 2013 and 25% on 25 June 2014

Name	Date of grant	Exercise price	Number of Investec plc shares as at 1 April 2011	Exercised during the period	Options granted/ lapsed during the period	Balance as at 8 December 2011	Period exercisable
	1 July 2010	£0	750,000	-	-	750,000	75% is exercisable on 1 July 2014 and 25% on 1 July 2015

Notes:

(1) Bernard Kantor's options were granted in terms of the Investec plc Share Option Plan 2002.

(2) The options granted on 20 December 2002 were made for no consideration. They have certain performance conditions attached which require growth in headline earnings per share over the relevant option period to equal or exceed the UK RPI plus 3% (compounded annually over the same period).

(3) The vesting scale of the grants in terms of the Share Matching Plan 2005 are based on normalised headline earnings per share ("EPS") growth in excess of UK retail price index ("RPI"), with 0 % vesting if EPS growth is less than 4% plus RPI p.a. and 100% vesting if EPS growth is in excess of RPI plus 12% p.a.

(4) Options sold on 27 June 2011 for £4.75.

7.3 Directors' interests in transactions

No Director has or has had any interest in any transaction which is or was unusual in its nature or conditions, or is or was significant to the business of Investec, and which was effected by any member of the Group in the current or immediately preceding financial year or which was effected during an earlier financial year and remains in any respect outstanding or unperformed.

There are no guarantees provided by any member of the Group for the benefit of the Directors.

Within the period of five years preceding the date of this document, none of the Directors has:

• (i) had any convictions in relation to fraudulent offences;
• (ii) been a director or senior manager (who is relevant to establishing that a company has the appropriate expertise and experience for the management of that company) of any company at the time of any bankruptcy, receivership or liquidation of such company; or
• (iii) received any official public incrimination and/or sanction by any statutory or regulatory authorities (including designated professional bodies) or has been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of a company.

7.4 Conflicts

None of the Directors has any potential conflicts of interest between his duties to Investec and their private interests or other duties.

8 Remuneration details, Directors' service contracts and letters of appointment

8.1 Remuneration of the Board

The total amount of remuneration paid and benefits in kind granted to each Director by Investec and its subsidiaries during the year ended 31 March 2011, is as set out below:

	2011
	Salaries, directors fee and other remuneration	Total other benefits	Gross remuneration	Annual bonus cash component 2011	Annual bonus deferred component 2011	Total remuneration
Non-executive Joint Chairmen
Sir David Prosser	90,500	—	90,500	—	—	90,500
Fani Titi	218,063	—	218,063	—	—	218,063
Hugh S Herman*	375,000	—	375,000	—	—	375,000
Executive Directors
Stephen Koseff	309,075	115, 925	425,000	1,290 000	1,710,000	3,425,000
Bernard Kantor	391,436	33,564	425,000	1,290 000	1,710,000	3,425,000
Glynn R Burger	346,945	30,782	377,727	1,191 756	1,586,021	3,155,504
Hendrik J du Toit*	424,401	8,600	433,001	2,870 000	1,230,000	4,533,001
Non-executive Directors
Sam E Abrahams	258,028	—	258,028	—	—	258,028
George F O Alford	134,500	—	134,500	—	—	134,500
Cheryl A Carolus	61,017	—	61,017	—	—	61,017
Peregrine K O Crosthwaite*	52,724	—	52,724	—	—	52,724
Olivia C Dickson*	-	—	-	—	—	-
Bradley Fried*	90,000	—	90,000	—	—	90,000
Haruko Fukuda OBE	55,000	—	55,000	—	—	55,000
Geoffrey M T Howe*	67,500	—	67,500	—	—	67,500
Ian R Kantor	64,500	—	64,500	—	—	64,500
Sir Chips Keswick*	41,875	—	41,875	—	—	41,875
M Peter Malungani	81,600	—	81,600	—	—	81,600
Peter R S Thomas	196,746	—	196,746	—	—	196,746
Total Directors' remuneration	3,258,910	188,871	3,447,781	6,641,756	6,236,021	16,325,558

* The following board appointments and resignations have taken place since 1 April 2010:

• Bradley Fried appointed on 1 April 2010
• Peregrine K O Crosthwaite appointed on 18 June 2010
• Hendrik J du Toit appointed on 15 December 2010
• Olivia C Dickson appointed on 31 March 2011
• Sir Chips Keswick retired on 13 August 2010
• Alan Tapnack retired on 15 December 2010
• Geoffrey MT Howe resigned on 31 December 2010
• Hugh S Herman resigned on 17 November 2011

8.2 Directors' service contracts and letters of appointment

8.2.1 Executive Directors

(i) Annual pay

Executive Directors are rewarded for their contribution through payment of an industry competitive annual package.

(ii) Benefits in kind

The Executive Directors may elect to sacrifice a portion of their annual salary to receive benefits such as travel allowance and medical aid. The full costs of these benefits is deducted from their annual salary.

(iii) Bonuses

Each Executive Director is eligible for an annual bonus, the amount of which will be determined at the discretion of the DLC Remuneration Committee.

(iv) Pensions

None of the Executive Directors belong to a defined benefit pension scheme and all are members of one of Investec's defined contribution schemes. The total contribution to these schemes payable by Investec plc is included in the total salary of the Executive Director or included in benefits paid as set out in the table in paragraph 8.1 above.

(v) Notice periods

Three of the four Executive Directors (Stephen Koseff, Bernard Kantor and Glynn R Burger) have indefinite contracts of employment, terminable by either party giving six months' notice to the other. The contracts of employment do not contain provisions for compensation payable on early termination. Hendrik J du Toit has an indefinite contract of employment, terminable by the company giving 18 months written notice and Hendrik du Toit giving three months written notice. Hendrik du Toit's contract provides for £1.5 million to be paid on early termination.

8.2.2 Non-executive Directors

(i) Appointment letters

Non-executive Directors do not have service contracts but do have letters of appointment to confirm the terms and conditions of their service. In accordance with the UK Corporate Governance Code recommendation that all directors of FTSE 350 companies should be subject to annual re-election, all members of the board offered themselves for annual re-election at the 2011 annual general meeting.

(ii) Fees

The Board agrees and determines the fees of Non-executive Directors and the fees are reviewed annually. The policy of the Board is that fees should reflect individual responsibilities and membership of Board committees.

9 Board practices

The UK Corporate Governance Code recommends that at least half the members of the board of directors (excluding the Chairman) of a public limited company incorporated in the UK should be independent in character and judgement and free from relationships or circumstances which are likely to affect, or could appear to affect, their judgement. Investec confirms that save as set out below it complied fully with the detailed provisions of the UK Corporate Governance Code throughout the last financial year and as at the date of this document, Investec is in compliance with the provisions of the UK Corporate Governance Code.

Sir David Prosser, Joint Chairman, is considered to be independent. Fani Titi, Joint Chairman, is not considered to be independent. At the time of Fani Titi's appointment, he was deemed not to be independent as Fani was previously a board member and chairman of Tiso Group Limited ("Tiso"). Tiso has a material relationship with Investec Limited as a result of the empowerment transaction conducted in 2003 in light of South Africa's Financial Sector Charter. He was also included in various management incentive and share ownership schemes. For these reasons, he is not considered by the board to be independent in accordance with the UK Corporate Governance Code.

The roles of the Non-executive Chairman and Chief Executive Officer are distinct and separate, with a clear division of responsibilities approved by the Board.

The Board has established Audit, Board Risk and Capital, DLC Nominations and Directors' Affairs and DLC Remuneration Committees, with formally delegated duties and responsibilities with written terms of reference. From time to time, separate committees may be set up by the Board to consider specific issues when the need arises.

9.1 Audit committees

In terms of the DLC Structure, the Board has mandated authority to the Investec plc Audit Committee and the Investec Limited Audit Committee to be audit committees for those respective companies. A DLC Audit Committee has responsibility to the Board for matters common to Investec plc and Investec Limited.

The current DLC Audit Committee members are Sam E Abrahams (Chairman), George F O Alford, Olivia C Dickson and Peter R S Thomas. The current members of the Investec plc Audit Committee are Sam E Abrahams (Chairman), George F O Alford, Olivia C Dickson, and Peter R S Thomas. The current members of the Investec Limited Audit Committee are Sam E Abrahams (Chairman), George FO Alford, Olivia C Dickson, Peter R S Thomas and Busi Tshili, representing Investec Bank Limited.

The responsibilities of the Audit Committees include:

• reviewing and making recommendations for the Board's approval of the combined and individual company reports and financial statements and other published or released financial reporting documents or statements;
• reviewing the appropriateness of the Group's and individual companies' accounting policies and their application;
• overseeing the external audit process in the review of reports and accounts;
• considering the external audit scope, fees and audit findings;
• reviewing internal audit plans, reports, capacity and capability, and the reliance by the external auditors on the work and findings of the internal audit;
• reviewing non-audit services provided by the external auditors;
• focusing on compliance with legal requirements, accounting standards and the relevant listing requirements; and

implementing measures to maintain effective systems of internal financial control and for reporting non-financial operating data.

9.2 Board Risk and Capital Committee

The Board Risk and Capital Committee ("BRCC") is the appointed board committee to meet the requirements of Section 64A of the Banks Act, which requires the board of directors of a bank and controlling company to appoint a risk and capital management committee.

The purpose of the Board Risk and Capital Committee is to determine, under delegated authority from (and as a sub-committee of) the Board, the categories of risk, specific risks and the extent of such risks which the Group on a consolidated basis, and its banks on a solo basis, should undertake mitigation of risks and capital management.

The current Board Risk and Capital Committee members are Stephen Koseff (Chairman), Sam E Abrahams, George F O Alford, Bradley Fried, Haruko Fukuda (Attendee), Glynn R Burger (Group Risk and Finance Director), Bernard Kantor (Managing Director), M Peter Malungani, Sir David Prosser, Karl Socikwa (representing Investec Bank Limited), Peter R S Thomas and Fani Titi.

The Board Risk and Capital Committee will ensure that:

• all decisions of the Board on risk management policies and procedures are implemented and monitored throughout the Group;
• the risk management structure is adequate, with sufficient resources and budget, and exceptions are reported to the Board;
• exposure limits for market, counterparty and credit risk are ratified; liquidity and operational risks are also monitored;
• there is an ongoing process of risk and control identification, particularly for any changes to business objectives and the bases of measuring risk; and
• there is sufficient capital in relation to existing and potential risks to the organisation.

The Board Risk and Capital Committee defines the process by which internal financial control, risk and capital management are assumed and monitored. The Group Risk Management division provides the expertise, processes and techniques from which the processes can be built and monitored on a daily basis.

A number of committees are dedicated to aspects of risk management and report directly to the Board and the Board Risk and Capital Committee. These include the DLC Capital Committee, Executive Risk Review Forum, Asset and Liability Committees, Group Credit Committees, Group Market Risk Forum, Group Deal Forum, Operational Risk Committees/Forums and Group Legal Risk Forum.

9.3 DLC Nominations and Directors' Affairs Committee

The DLC Nominations and Directors' Affairs Committee has combined the duties of a Nomination Committee and that of a Directors'Affairs Committee as required under Section 64B of the Banks Act.

The current DLC Nominations and Directors' Affairs Committee members are Fani Titi (Chairman), Sam E Abrahams, Sir David Prosser and Peter R S Thomas. Karl Socikwa, represents Investec Bank Limited's interests and is a permanent invitee to the meeting.

The DLC Nominations and Directors'Affairs Committee is responsible for, among other things:

• identifying and nominating the approval of Board candidates to fill Board vacancies as and when they arise;
• determining and evaluating the adequacy, efficiency and appropriateness of the corporate governance structure and practices of the Group;
• establishing and maintaining a Board directorship continuity programme;
• regularly reviewing the structure, size and composition (including the skills, knowledge and experience) of the boards and Board committees compared to their current positions and make recommendations to the boards regarding any changes; and
• nominating successors to the key positions in the Group.

9.4 DLC Remuneration Committee

The current DLC Remuneration Committee members are George F O Alford (Chairman), Peregrine K O Crosthwaite, Olivia C Dickson and Sir David Prosser.

The Board believes that a properly constituted and effective remuneration committee is key to improving the link between directors' pay and performance, with the ultimate aim of enhancing competitiveness. The primary purpose of the committee is to determine the Group's policy on the remuneration of Executive Directors and the remuneration package for each Executive Director. The DLC Remuneration Committee consists entirely of Non-executive Directors, and Executive Directors are not involved in determining their own remuneration packages.

The DLC Remuneration Committee's principal responsibilities and objectives are to:

• determine, develop and agree with the Board, the framework or broad policy for the remuneration of Executive Directors and executive management (comprising individuals discharging managerial responsibilities who are the global heads of the core areas of activity and are members of the global operations forum);
• ensure that qualified and experienced management and executives will be provided with appropriate incentives to encourage enhanced performance and will be, in a fair and responsible manner, rewarded for their contribution to the success of the Group and alignment with the corporate objectives and business strategy;
• review and approve the design of, and determine targets and objectives for, any performance related pay schemes for directors and executive management and approve annual payouts under such schemes;
• determine, within the terms of agreed policy, the total individual remuneration packages of Executive Directors and executive management, including, where appropriate, bonuses, incentive payments and share scheme awards;
• oversee any major changes in employee benefit structures; and
• ensure that the comments, recommendations and rules within the UK and South Africa pertaining to directors' remuneration are given due regard in determining the packages of Executive Directors. The Remuneration Committee is authorised by the Board to seek any information it requires from any employee in order to perform its duties.

10 Significant shareholdings

Investec plc

As at 8 December 2011 (being the latest practicable date prior to the publication of this document), Investec plc had been notified in accordance with DTR 5 of the Disclosure and Transparency Rules of the following interests in its Ordinary Shares:

	Number of Ordinary Shares	Percentage of issued share capital
Shareholder
Public Investment Corporation	83,198,431	15.34%
Allan Gray	36,009,514	6.64%
Sanlam Investment Management	34,580,730	6.37%
Old Mutual Investment Group	34,388,573	6.33%
Blackrock Inc	21,590,397	3.98%
Legal & General Investing Mgmt Ltd	20,808,565	3.83%
Coronation Fund Managers	20,091,888	3.70%
Abax Investments.	16,406,379	3.02%

Investec Limited

As at 8 December 2011 (being the latest practicable date prior to the publication of this document), Investec Limited had been notified in accordance with section 140A of the South African Companies Act 1973 of the following interests in its Investec Limited Ordinary Shares:

	Number of Ordinary Shares	Percentage of issued share capital
Shareholder
Public Investment Corporation	40,574,184	14.7%
Entrepreneurial Development Trust	23,343,161	8.5%
Investec Staff Share Schemes	16,800,342	6.1%
Old Mutual Investment Group	16,459,925	6.0%
Sanlam Investment Management	14,290,669	5.6%
Afena Capital	12,481,764	4.88%
Dimensional Fund Advisors	8,662,091	3.1%
Blackrock Inc.	8,531,929	3.1%

Save as disclosed in this paragraph 10, Investec is not aware of any person who as at 8 December 2011 (being the latest practicable date prior to the publication of this document), directly or indirectly, has a holding which is notifiable under English law.

Investec is not aware of any persons who, as at 8 December 2011 (being the latest practicable date prior to the publication of this document), directly or indirectly, jointly or severally, exercise or could exercise control over Investec nor is it aware of any arrangements, the operation of which may at a subsequent date result in a change of control of the Group.

None of the Shareholders referred to in this paragraph 10 has different voting rights from any other holder of Ordinary Shares in respect of any Ordinary Shares held by them.

11 Subsidiaries

Investec plc and Investec Limited are the parent companies of the Group. The following tables list principal subsidiaries of Investec plc and Investec Limited (each of which is considered by Investec to be likely to have a significant effect on the assessment of the assets, liabilities, financial position and/or profits and losses of the Group):

11.1 Direct and indirect subsidiaries of Investec plc

11.1.1 The following two subsidiaries are direct subsidiaries wholly owned by Investec plc:

	Percentage of ownership
Name	interest and voting power	Field of activity	Country of incorporation	Registered office
Investec 1 Limited	100	Investing holding	England and Wales	2 Gresham Street London EC2V 7QP
Investec Holding Company Limited	100	Investment holding	England and Wales	2 Gresham Street London EC2V 7QP

11.1.2 The following subsidiaries are indirect subsidiaries of Investec plc:

Name	Percentage of ownership interest and voting power	Field of activity	Country of incorporation	Registered office
Investec Bank (Australia) Limited	100	Banking institution	Australia	Level 31 The Chifley Tower Sydney NSW 2000
Investec Holdings (UK) Limited	100	Holding company	England and Wales	2 Gresham Street London EC2V 7QP
Investec Bank plc (formerly Investec Bank (UK) Limited)	100	Banking institution	England and Wales	2 Gresham Street London EC2V 7QP
Investec Group (UK) plc	100	Holding company	England and Wales	2 Gresham Street London EC2V 7QP
Investec Asset Finance plc	100	Leasing company	England and Wales	Windrush Court Blacklands Way Abingdon Oxfordshire

Name	Percentage of ownership interest and voting power	Field of activity	Country of incorporation	Registered office OX14 1SY
Leasedirect Finance Ltd	75	Finance broker	England and Wales	2 Gresham Street London EC2V 7QP
Investec Finance plc	100	Debt issuer	England and Wales	2 Gresham Street London EC2V 7QP
Investec Group Investments (UK) Limited	100	Investment holding	England and Wales	2 Gresham Street London EC2V 7QP
Investec Bank (Channel Islands) Limited	100	Banking institution	Guernsey	Glategny Court Glategny Esplanade St. Peter Port Guernsey GY1 3LP
Investec Bank (Switzerland) AG	100	Banking institution	Switzerland	Loewenstrasse 29 8001, Zurich Switzerland
Investec Trust Holdings AG	100	Investment holding	Switzerland	Bahnhofstrasse 32 6300 Zug Switzerland
Investec Trust (Switzerland) S.A.	100	Trust company	Switzerland	3 Place des Bergues PO Box 1744 1211 Geneva 1 Switzerland
Investec Trust (Jersey) Limited	100	Trust company	Jersey	One The Esplanade St Helier Jersey JE2 3QA
Investec Asset Management Limited	100	Asset management	England and Wales	2 Gresham Street London EC2V 7QP
Investec Ireland Limited	100	Financial services	Ireland	The Harcourt Building Harcourt Street Dublin 2 Ireland
Investec Securities (US) LLC	100	Financial services	United States	Investec Securities (US) LLC 666 Fifth Avenue 15th Fl. New York NY10103
Kensington Group plc	100	Holding company	England and Wales	2 Gresham Street London EC2V 7QP

Name	Percentage of ownership interest and voting power	Field of activity	Country of incorporation	Registered office 2 Gresham Street London EC2V 7QP
Kensington Mortgages Limited	100	Financial services	England and Wales
Newbury Park Mortgage Funding Limited	100	Financial services	England and Wales	2 Gresham Street London EC2V 7QP
Rensburg Sheppards plc	100	Holding company	England and Wales	2 Gresham Street London EC2V 7QP
Investec Wealth and Investment Limited (formerly Rensburg Sheppards Investment Management Limited)	100	Stockbroking and portfolio management	England and Wales	2 Gresham Street London EC2V 7QP
St James's Park Mortgage Funding Limited	100	Financial services	England and Wales	2 Gresham Street London EC2V 7QP
Start Mortgage Limited	100	Mortgage lender	Ireland	Trimleston House Beech Hill Office Campus Clonskeagh Dublin 4 Ireland
Investec Professional Finance Pty Limited	100	Financial services	Australia	Level 31 The Chifley Tower Sydney NSW 2000
Guinness Mahon & Co Limited	100	Investment holding	England and Wales	2 Gresham Street London EC2V 7QP

11.2 Direct and indirect subsidiaries of Investec Limited

11.2.1 The following subsidiaries are direct subsidiaries wholly owned by Investec Limited:

Name	Percentage of ownership interest and voting power	Field of activity	Country of incorporation	Registered office
Investec Bank Limited	100		South Africa	c/o Company Secretarial Investec Limited 100 Grayston Drive Sandown Sandton 2196
Investec Asset Management Holdings Pty Limited	100	Investment holding	South Africa	c/o Company Secretarial Investec Limited 100 Grayston Drive Sandown Sandton 2196

Investec Employee Benefits Holdings Pty Limited	100	Investment holding	South Africa	c/o Company Secretarial Investec Limited 100 Grayston Drive Sandown Sandton 2196
Investec Property Group Holdings Limited	100	Property activities	South Africa	c/o Company Secretarial Investec Limited 100 Grayston Drive Sandown Sandton 2196
Investec Securities Limited	100	Securities trading	South Africa	c/o Company Secretarial Investec Limited 100 Grayston Drive Sandown Sandton 2196
Investec Assurance Limited	100	Insurance company	South Africa	c/o Company Secretarial Investec Limited 100 Grayston Drive Sandown Sandton 2196
Investec International (Gibraltar) Ltd	100	Investment holding	Gibraltar	Suite 1, 2nd floor International House 16 Bell Lane PO Box 872 Gibraltar
Fedsure International Ltd	100	Investment holding	South Africa	c/o Company Secretarial Investec Limited 100 Grayston Drive Sandown Sandton 2196

11.2.2 The following subsidiaries are indirect subsidiaries of Investec Limited:

Name	Percentage of ownership interest and voting power	Field of activity	Country of incorporation	Registered office
Investec Bank (Mauritius)	100	Banking	Mauritius	th Floor 6
Limited				Dias Pier
				Building
				Le Caudan
				Waterfront
				Port Louis
				Mauritius
Investec Property Limited	100	Property	South Africa	c/o Company
		trading		Secretarial
				Investec Limited
				100 Grayston
				Drive Sandown

Name	Percentage of ownership interest and voting power	Field of activity	Country of incorporation	Registered office
				Sandton 2196
Investec Asset Management (Pty) Limited	100	Portfolio/ asset management	South Africa	c/o Company Secretarial Investec Limited 100 Grayston Drive Sandown Sandton 2196
Investec Fund Managers SA Limited	100	Collective Investment Scheme	South Africa	c/o Company Secretarial Investec Limited 100 Grayston Drive Sandown Sandton 2196
Reichmans (Pty) Limited	100	Trade financing	South Africa	c/o Company Secretarial Investec Limited 100 Grayston Drive Sandown Sandton 2196
Investec Employee Benefits Limited	100	Long-term insurance	South Africa	c/o Company Secretarial Investec Limited 100 Grayston Drive Sandown Sandton 2196
Investec Insurance Brokers (Pty) Ltd	100	Insurance broking	South Africa	c/o Company Secretarial Investec Limited 100 Grayston Drive Sandown Sandton 2196
Investec International Holdings (Pty) Ltd	100	Investment holding	South Africa	c/o Company Secretarial Investec Limited 100 Grayston Drive Sandown Sandton 2196

11.3 Principal associated companies and special purpose vehicles

11.3.1 The following are companies associated with Investec plc:

Name	Percentage of ownership interest and voting power	Field of activity	Country of incorporation	Registered office
Hargreave Hale Limited	33.26	Stockbroking and portfolio management	England and Wales	9-11 Neptune Court Hallam Way Blackpool United Kingdom FY4 5LZ

11.3.2 Investec plc has no equity interest in the following special purpose vehicles which are consolidated on the basis of the Group sharing in the risks and rewards associated with the parties:

Name	Percentage of ownership interest and voting power	Field of activity	Country of incorporation	Registered office
Residential Mortgage Securities 19 plc	—	—	England and Wales	4th Floor Dukes Place London EC3A 7NH
Residential Mortgage Securities 20 plc	—	—	England and Wales	4th Floor Dukes Place London EC3A 7NH
Residential Mortgage Securities 21 plc	—	—	England and Wales	4th Floor Dukes Place London EC3A 7NH
Residential Mortgage Securities 22 plc	—	—	England and Wales	4th Floor Dukes Place London EC3A 7NH
RMS 16 Limited	—	—	England and Wales	th Floor 4 Dukes Place London EC3A 7NH
RMS 17 Limited	—	—	England and Wales	th Floor 4 Dukes Place London EC3A 7NH
RMS 16 Options Limited	—	—	England and Wales	th Floor 4 Dukes Place London EC3A 7NH
RMS 17 Options Limited	—	—	England and Wales	th Floor 4 Dukes Place London EC3A 7NH
Residential Mortgage Securities Limited	—	—	England and Wales	4th Floor Dukes Place London EC3A 7NH
RMS Options Limited	—	—	England and Wales	4th Floor Dukes Place London EC3A 7NH
RMS Securitisation Holdings Ltd	—	—	England and Wales	4th Floor Dukes Place London EC3A 7NH

Name	Percentage of ownership interest and voting power	Field of activity	Country of incorporation	Registered office
Money Partners Securities 1 plc	—	—	England and Wales	4th Floor Dukes Place London EC3A 7NH
Money Partners Securities 2 plc	—	—	England and Wales	4th Floor Dukes Place London EC3A 7NH
Money Partners Securities 3 plc	—	—	England and Wales	4th Floor Dukes Place London EC3A 7NH
Money Partners Securities 4 plc	—	—	England and Wales	4th Floor Dukes Place London EC3A 7NH
MPL Securitisation Limited	—	—	England and Wales	4th Floor Dukes Place London EC3A 7NH
MPL Options Limited	—	—	England and Wales	4th Floor Dukes Place London EC3A 7NH
Kensington Mortgage Securities plc	—	—	England and Wales	4th Floor Dukes Place London EC3A 7NH
KMS Securitisation Limited	—	—	England and Wales	4th Floor Dukes Place London EC3A 7NH
Landmark Mortgage Securities No. 1 plc	—	—	England and Wales	35 Great St St Helen's London EC3A 6AP
Landmark Mortgage Securities No. 2 plc	—	—	England and Wales	35 Great St St Helen's London EC3A 6AP
Landmark Mortgage Securities No. 3 plc	—	—	England and Wales	35 Great St St Helen's London EC3A 6AP
Glacier Securities Limited	—	—	Ireland	Block C, Maynooth Business Campus, Maynooth, Co,. Kildare, Ireland

Name	Percentage of ownership interest and voting power	Field of activity	Country of incorporation	Registered office
Gresham Capital CLO V B.V.	—	—	The Netherlands	Rivierstaete Building, Amsteldijk 166, 1079 LH Amsterdam, The Netherlands
Foundation CMBS Limited	—	—	Ireland	53 Merrion Square, Dublin 2, Ireland

Investec Limited has no equity interest in the following special purpose vehicle which is consolidated on the basis of the Group sharing in the risks and rewards associated with the parties:

Name	Percentage of ownership interest and voting power	Field of activity	Country of incorporation	Registered office
Peu II Ltd	—	—	South Africa	nd Floor, The 2 Firs Office Block, Cnr Oxford and Biermann Ave, Rosebank 2196

12 Employees

A table showing the total number of permanent employees, broken down by division for each financial period for the period covered by the historical financial information is set out below:

	Six months to 30 September	Year to 31 March	Year to 31 March	Year to 31 March 2009
	2011	2011	2010
Division
Asset Management	1,071	986	899	878
Wealth & Investment	922	919	200	202
Private Banking	1,854	1,935	2,063	2,102
Investment Banking	371	370	363	359
Capital Markets	1,431	1,319	1,061	1,012
Property Activities	66	71	70	75
Group Services and Other Activities	1,147	1,116	1,028	995
Total number of permanent employees	6,862	6,716	5,684	5,623

13 Investec Employee Share Schemes

The Group operates the following employee share plans:

• Long-term incentive plans:
• (i) Investec 1 Limited Share Incentive Plan nil cost options and EVA share awards;
• (ii) Investec Limited Share Incentive Plan nil cost options and EVA share awards; and
• (iii) Investec plc Share Matching Plan 2005.
• Current share option plans:
• (i) Investec plc Share Option Plan 2002 (unapproved plan);
• (ii) Investec Limited Deferred Bonus Plan 2008; and
• (iii) Investec plc Deferred Bonus Plan 2008.
• Plan introduced in terms of empowerment transaction:

The Investec Limited Security Purchase Scheme 2003.

• Share plans not currently in use:
• (i) Investec plc Share Option Plan 2002 (approved plan); and
• (ii) Investec Limited Security Purchase and Option Scheme 2002 Trust.
• Share plans introduced prior to implementation of the DLC Structure:
• (i) Group Limited UK Share Option Plan; and
• (ii) Investec Limited Security Purchase and Option Scheme Trust.

The principal features of the Investec Employee Share Plans are summarised below.

Plan	Eligibility	Date implemented	Options/ Shares	Maximum award per individual(1)	Performance conditions(2)	Vesting period	granted during the period(3)	by Investec plc as at date (4)(5)
Long-term incentive plans(6)
Investec 1 Limited Share Incentive Plan	New and existing full time employees	16 March 2005	Investec plc	Cumulative limit of 2,500,000 across all option plans excluding EVA awards	None	Nil cost options - 75% end of year four and 25% end of year five. EVA share awards - up to two years from award date	9,445,888	Number: 49,076,118 % of issued share capital of Investec plc: 8.2%
- nil cost options - EVA Share awards	Excluding employees in South Africa, Botswana, Namibia and Mauritius Excluding Executive Directors			If any financial year: 1x remuneration package

Options

Total issued

Plan Investec Limited Share Incentive Plan - nil cost options - EVA share awards	Eligibility New and existing full time employees in South Africa, Botswana, Namibia and Mauritius Excluding Executive Directors	Date implemented 16 March 2005	Options/ Shares Investec Limited and Investec plc	Maximum award per individual(1) Cumulative limit of 2,500,000 across all options plans excluding EVA awards In any financial year 1x remuneration package	Performance conditions(2) None	Vesting period Nil cost options - 75% end of year four and 25% end of year five EVA share awards - up to two years from award date	Options granted during the period(3) 10,307,600	Total issued by Investec plc as at date (4)(5) Number: 47,437,725 % of issued share capital of Investec Group: 5.4%
Investec plc Share Matching Plan 2005	Executive Director	14 November 2005	Matching awards of Investec Limited and Investec plc shares in the ratio of 1:1 against shares invested in plan by the director	A maximum of 750,000 investment shares may be invested in the plan each time the plan is operated	Vesting scale over the period based on normalised EPS growth in excess of UK RPI, with 0%, vesting if EPS growth is less than 4%, plus RPI p.a. and 100%, vesting if EPS growth is in excess of RPI plus 12% p.a.	75% end of year four and 25% end of year five	2,250,000	Number: 3,150,000 % of issued share capital of Investec plc: 0.5%
Current share option plans Investec plc Share Option Plan 2002 (Unapproved plan)	New and existing full time employees Excluding employees in South Africa, Botswana, Namibia and Mauritius UK employees - grants exceeding £30,000 Directors and executives	28 August 2002	Investec plc	Cumulative limit of 2,500,000 across all option plans excluding EVA awards In any financial year: 1x remuneration package	Growth in headline EPS≥ UK RPI plus 3% compounded annually over the period of the grant	Tranches of 25% each on the second, third, fourth and fifth anniversaries	264,150	Number: 651,073 % of issued share capital of Investec plc: 0.1%
Investec Limited Deferred Bonus Plan 2008	New and existing full time employees in South Africa, Botswana, Namibia and Mauritius	2 June 2008	Investec Limited	Cumulative limit of 2,500,000 across all options plans excluding EVA awards In any financial year: 1x remuneration package	None	Initially two tranches of 50% at the end of year one and the end of year two	Nil	Number: None % of issued share capital of Investec plc: 0%
Investec plc Deferred Bonus Plan 2008	New and existing full	2 June 2008	Investec plc	Cumulative limit of	None	Variable with a minimum	Nil	Number: 604,000

Plan	Eligibility	Date implemented	Options/ Shares	Maximum award per individual(1)	Performance conditions(2)	Vesting period	Options granted during the period(3)	Total issued by Investec plc as at date (4)(5)
	time employees Excluding employees in South Africa, Botswana, Namibia and Mauritius			2,500,000 across all options plans excluding EVA awards In any financial year: 1x remuneration package		non dealing period of one year		% of issued share capital of Investec plc: 0.1%
Plan introduced in terms of our empowerment transactions
The Investec Limited Security Purchase Scheme 2003	Employees of Investec Limited who are African, Coloured, Chinese or Indian individuals Excluding Executive Directors	15 May 2003	Investec Limited	500,000 individuals limit in terms of this scheme Cumulative limit of 2,500,000 across all option plans excluding EVA awards	None	Tranches over eight years ending 15 May 2011	None, last grant made 3 December. 2009	Number: None % of issued share capital of Investec plc: None
				In any financial year: 1x remuneration package
Share plans not currently in use
Investec plc Share Option Plan 2002 (approved plan)	New and existing UK full-time employees - grants up to the value of £30,000 Directors and executives	28 August 2002	Investec plc	Cumulative limit of 2,500,000 across all option plans excluding EVA awards In any financial year: 1x remuneration package	Growth in Headline EPS≥ UK RPI plus 3% compounded annually over the period of the grant	Tranches of 50% 25% and 25% at the third, fourth and fifth anniversaries respectively	Last grant made on 13 June 2003	Number: 840,309 % of issued share capital of Investec plc: 0.1%
Investec Limited Security Purchase and Option Scheme 2002 Trust	New and existing full time employees in South Africa, Botswana, Namibia and Mauritius Directors and executives	20 June 2002	Investec Limited and Investec plc	Cumulative limit of 2,500,000 across all option plans excluding EVA awards In any financial year: 1x remuneration package	Growth in Headline EPS≥ UK RPI plus 3% compounded annually over the period of the grant	Tranches of 25% each on the second, third, fourth and fifth anniversaries	Last grant made on 14 December 2005	Number: none % of issued share capital of Investec plc: 0%
Share plans introduced prior to implementation of the DLC Structure
Investec Group Limited UK Share Option Plan	Employees - excluding South Africa, Botswana, Namibia and Mauritius Directors and executive	1 November 1999	Investec Group Limited (prior to implementati on of DLC structure) (now Investec	Cumulative limit of 2,500,000 across all option plans excluding EVA awards In any financial year:	None	Tranches of 25% each on the second, third, fourth and fifth anniversaries. Awards lapse 10 years after grant	Last grant made on 20 June 2002. No further grants will be made	Number: nil % of issued share capital of Investec plc: 0%

Plan	Eligibility	Date implemented	Options/ Shares Limited and Investec plc)	Maximum award per individual(1) 1x remuneration package	Performance conditions(2)	Vesting period	Options granted during the period(3)	Total issued by Investec plc as at date (4)(5)
Investec Limited Security Purchase and Option Scheme Trust	Employees in South Africa, Botswana, Namibia and Mauritius Directors and executives	25 November 1988	Investec Limited and Investec plc	Cumulative limit of 2,500,000 across all option plans excluding EVA awards In any financial year: 1x remuneration package	None	Tranches of 25% each on the second, third, fourth and fifth anniversaries. Awards lapse 10 years after grant	Last grant made on 2 May 2002. No further grants will be made	Number: 14,558 % of issued share capital of Investec plc: 0.002%

Notes:

(1) The limits for allocations to employees and executive management during a financial year may be exceeded if the Directors determine that exceptional circumstances make it desirable that options should be granted in excess of that limit.

(3) This represents the number of awards made to all participants.

14 Pension schemes

The Group operates pension schemes throughout its areas of operation. The majority of the schemes are defined contribution schemes, with the exception of two schemes in the UK: (i) the Guinness Mahon Pension Fund Scheme, and (ii) the Investec Asset Management Pension Scheme. The Group allows Additional Voluntary Contributions ("AVC") and bonus sacrifice into the pension plans.

14.1 Group Personal Pension Plan

The Group Personal Pension Plan is provided by Standard Life and is a defined contribution plan designed for Inland Revenue approval. Employer contributions as standard are 10%, calculated as a percentage of salary, although there are some individuals with contributions of more than 10%.

14.2 Group Self Invested Pension Plan

The Group Self Invested Pension Plan ("SIPP") is provided by Standard Life and is a defined contribution plan designed for Inland Revenue approval. Employer contributions as standard are 10% calculated as a percentage of salary, although there are some individuals with contribution of more

⁽²⁾ These conditions require growth in EPS over the relevant option period to equal or exceed the RPI plus 3% compounded annually over the same period. In choosing the performance targets for this plan, the committee considered the merits of EPS-based targets against other possibilities, such as comparative performance or comparative growth in return on equity against a basket of other companies. The committee determined that EPS-based targets are most appropriate as they measure our underlying growth. The committee intends to continue to apply this during the 2012 financial year but keeps the whole matter of the suitability of target-linked share-based remuneration under periodic review. This note does not apply to the Share Matching Plan 2005 which has different performance conditions as approved by shareholders.

⁽⁴⁾ Dilution limits: Investec is committed to following the Association of British Insurers' guidelines and accordingly, as from the date of the implementation of our DLC Structure (29 July 2002), the maximum number of new shares which may be issued by Investec under all of the share plans (in respect of grants made after July 2002) may not exceed 10% of the issued share capital of Investec over a rolling 10 year period. Investec has, since its listing date, complied with both the 10% in 10 years guidelines for discretionary and non-discretionary awards in aggregate as well as the 5% in 10 years guideline for discretionary awards. The committee regularly monitors the utilisation of dilution limits and available headroom to ensure that these guidelines are complied with. The issued ordinary share capital of Investec plc and Investec Limited at 8 December 2011 (being the last practicable date prior to publication of this document) was 542,989,053 million Ordinary Shares and 276,020,221 million Investec Limited Ordinary Shares, respectively.

⁽⁵⁾ The % of issued share capital is calculated based on the post-Acquisition share capital of Investec plc or Investec Group, as applicable.

⁽⁶⁾ The rules of these long-term incentive plans do not allow Investec to issue new shares to the plan to satisfy any awards made to participants, nor may awards be made to executive directors.

than 10%. The Group also has arrangements for SIPP to be provided by Hargreaves Lansdowne and Investec Wealth in respect of some individuals.

14.3 Investec Guinness Flight Executive Pension Scheme

The Investec Guinness Flight Executive Pension Scheme is a defined contribution scheme designed for Inland Revenue approval. Employer contributions are 35%. The scheme has one active member.

14.4 Various individual personal pension plans

These individual personal pension plans are defined contribution arrangements, with variable employer contributions. There are approximately four individuals in such arrangements.

14.5 Guinness Mahon Pension Fund Scheme and Investec Asset Management Pension Scheme

Both schemes are final salary pension plans with assets held in separate trustee administered funds. The schemes are closed to new members and the accrual of service ceased on 31 March 2002. The schemes were valued at 31 March 2009 by qualified independent actuaries in accordance with IAS 19. There were no unpaid contributions in relation to the defined contribution schemes outstanding at the year end.

15 Litigation

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which Investec is aware) which may have, or have had in the recent past (covering the 12 months immediately preceding the date of this Prospectus), significant effects on Investec plc and/or the Group's financial position or profitability.

16 Material contracts and arrangements

The following contracts (not being contracts entered into in the ordinary course of business) are all of the contracts that have been entered into by members of the Group (i) within two years immediately preceding the date of this document which are or may be material or (ii) which may contain any provisions under which a member of the Group has an obligation or entitlement which is material to the Group as at the date of this document:

16.1 Contractual relationships in relation to the DLC Structure

A summary of the contractual relationships in relation to the DLC Structure is provided in paragraph 4 of this Part IX.

17 Related party transactions

• 17.1 Save as set out in Note 45 to the Investec Annual Report 2011, Note 43 to the Investec Annual Report 2010 and Note 47 to the Investec Annual Report 2009 which have been incorporated by reference and paragraph 17.2 below there were no related party transactions entered into by Investec during the financial years ended 31 March 2011, 31 March 2010, 31 March 2009 and during the six months ended 30 September 2011, and there have been no related party transactions entered into by Investec between 30 September 2011 and 8 December 2011 (being the last practicable date prior to publication of this Prospectus).
• 17.2 In May 2003 Investec Limited announced the acquisition by various black economic empowerment parties of an interest in its issued ordinary shares. Peu Group Limited ("Peu") was one of the black based empowerment parties being a wholly black-owned and managed investment holding company led by Mr Peter Malungani, a member of the boards of directors of Investec. Peu acquired 13,055,555

Investec Limited Ordinary Shares of which 7,728,890 were indirectly attributed to Peter Malungani. On 21 August 2009, Investec were advised that Peu had unwound a portion of its interests in Investec Limited by, inter alia, disposing of 7.5 million Investec Limited Ordinary Shares. On 11 August 2011, Investec were advised that Peu had unwound its remaining interests in Investec Limited.

18 Dividends

The following table sets out the dividend per Ordinary Share paid in respect of each of the financial years ended 31 March 2011, 31 March 2010 and 31 March 2009:

	Reported dividend per Ordinary Share
Date	(pence per Ordinary Share)
31 March 2011	17
31 March 2010	16
31 March 2009	13

On 17 November 2011, Investec announced an interim dividend of 8 pence per Ordinary Share with a record date of 9 December 2011 and payable on 20 December 2011.

19 Working capital

Investec plc is of the opinion that the Group has sufficient working capital for its present requirements, that is, for at least the next 12 months from the date of this document.

20 No significant change

There has been no significant change in the trading or financial position of the Group since 30 September 2011 (the date to which the latest unaudited combined consolidated interim financial statements of the Group was prepared).

21 Consents

Merrill Lynch International has given and has not withdrawn its written consent to the inclusion of its name in this document in the form and context in which it is included.

22 General

• 22.1 The total costs, charges and expenses payable by Investec plc in connection with the Admission are estimated to be £1 million (inclusive of VAT).

• 22.2 Investec plc remains subject to the continuing obligations of the Listing Rules with regard to the issue of securities for cash and the provisions of Section 561 of the Companies Act (which confers on Shareholders rights of pre-emption in respect of the allotment of equity securities which are, or are to be, paid up in cash) apply to the share capital of Investec plc.

• 22.3 The Existing Shares are in registered form, are capable of being held in uncertificated form and are admitted to the Official List and are traded on the main market for listed securities of the London Stock Exchange, with a secondary listing on the Main Board of the JSE.

• 22.4 None of the New Investec Shares have been sold or will be available in whole or part to the public in conjunction with the application for Admission.
• 22.5 Following the announcements by Evolution of the notification of transactions of directors on 15 September 2011 and in relation to the bid by Investec, Evolution received a preliminary enquiry from the FSA seeking clarification of the circumstances surrounding the award/grant of securities to the Chief Executive of Evolution within the current fiscal year. Evolution has provided detailed information in relation to specific requests made by the FSA.

23 Documents available for inspection

Copies of this Prospectus have been submitted to the National Storage Mechanism and will be available for inspection at www.hemscott.com/nsm.do.

Copies of the following documents may be inspected at the registered office of Investec plc and at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ during usual business hours on any Business Day from the date of publication of this document until Admission:

• 23.1 the Articles of Association;
• 23.2 the Investec Interim Report and unaudited combined consolidated interim financial statements for the six months ended 30 September 2011 together with the audit review reports thereon;
• 23.3 the Investec Annual Reports and audited combined consolidated financial statements for the years ended 31 March 2011, 2010 and 2009, together with audit opinions thereon;
• 23.4 the Evolution Annual Reports and audited combined consolidated financial statements for the years ended 31 December 2008, 2009 and 2010, together with audit opinions thereon;
• 23.5 the Evolution Half-Yearly Report for the six months ended 30 June 2011 and the unaudited condensed consolidated financial statements for the six months ended 30 June 2011;
• 23.6 the Scheme Document;
• 23.7 the consent letter referred to in paragraph 21 above; and
• 23.8 this Prospectus.

24 Sources of information

Certain information has been obtained from external publications and is sourced in this document where the information is included. Investec confirms that this information has been accurately reproduced and, so far as Investec is aware and is able to ascertain from information published by third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading. Unless otherwise stated, such information has not been audited.

PART X DOCUMENTATION INCORPORATED BY REFERENCE

The Investec Annual Reports (containing the audited combined consolidated financial statements) for each of the financial years ended 31 March 2009, 31 March 2010 and 31 March 2011 and the Investec Interim Report (containing the unaudited combined consolidated interim financial statements) for the six months ended 30 September 2011 are available for inspection in accordance with paragraph 23 of Part IX of this document and contain information which is relevant to the New Investec Shares. These documents are also available on Investec's website at www.investec.com.

The Evolution Annual Report (containing the audited combined consolidated financials statements) for each of the financial years ended 31 December 2008, 31 December 2009 and 31 December 2010 and the Evolution Half-Yearly Report (containing the unaudited condensed consolidated financial statements) for the six months ended 30 June 2011 are available for inspection in accordance with paragraph 23 of Part IX and contain information which is relevant to Evolution. These documents are also available on Evolution's website at www.evgplc.com.

No part of the Investec Annual Reports for the financial years ended 31 March 2009, 31 March 2010 and 31 March 2011, the Investec Interim Report for the six months ended 30 September 2011, the Evolution Annual Reports for each of the financial years ended 31 December 2008, 31 December 2009 and 31 December 2010 and the Evolution Half-Yearly Report for the six months ended 30 June 2011 is incorporated by reference herein except as expressly stated below. Those parts of the documents which are not specifically incorporated by reference in this Prospectus are either not relevant for prospective investors or the relevant information is found elsewhere in this Prospectus.

The table below sets out the various sections of such documents which are incorporated by reference into this document.

Document	Section	Page numbers in such document
Investec
Interim Report 2011	Overview of Results	7–12
Interim Report 2011	Combined consolidated income statement	14
Interim Report 2011	Summarised combined consolidated statement of comprehensive income	15
Interim Report 2011	Combined consolidated balance sheet	16
Interim Report 2011	Summarised combined consolidated cash flow statement	17
Interim Report 2011	Combined consolidated statements of changes in equity	18-21
Interim Report 2011	Financial review and additional information	25-103
Interim Report 2011	Divisional and segmental review	105-149
Interim Report 2011	Independent Review Report to the members of Investec plc	160
Interim Report 2011	Independent Auditor's Report on the review of	161

interim financial information to the members of Investec Limited

Investec Annual Report 2011	Overview of the Group	5-9
Investec Annual Report 2011	Snapshot of the year	10-14
Investec Annual Report 2011	Operating Financial Review	18-21
Investec Annual Report 2011	Financial Review	22-52
Investec Annual Report 2011	Asset Management	56-62
Investec Annual Report 2011	Wealth and Investment	63-71
Investec Annual Report 2011	Property Activities	72-76
Investec Annual Report 2011	Private Banking	77-86
Investec Annual Report 2011	Investment Banking	87-95
Investec Annual Report 2011	Capital Markets	96-105
Investec Annual Report 2011	Group Services and Other Activities	106-108
Investec Annual Report 2011	Risk Management	111-209
Investec Annual Report 2011	Credit Ratings	210
Investec Annual Report 2011	Independent Auditor's Report to the members of Investec plc	299-300
Investec Annual Report 2011	Independent Auditor's Report to the members of Investec Limited	301
Investec Annual Report 2011	Combined consolidated income statement	302
Investec Annual Report 2011	Combined consolidated statement of comprehensive income	303
Investec Annual Report 2011	Combined consolidated balance sheet	304
Investec Annual Report 2011	Combined consolidated cash flow statement	305
Investec Annual Report 2011	Consolidated statement of changes in equity	306-307
Investec Annual Report 2011	Investec plc & Investec Limited significant accounting policies	308-321
Investec Annual Report 2011	Notes to the financial statements	322-390
Investec Annual Report 2010	Overview of the Group	5-9
Investec Annual Report 2010	Snapshot of the year	10-13
Investec Annual Report 2010	Operating Financial Review	16-19
Investec Annual Report 2010	Financial Review	20-49
Investec Annual Report 2010	Asset Management	54-60
Investec Annual Report 2010	Private Wealth	61-65
Investec Annual Report 2010	Property Activities	66-70
Investec Annual Report 2010	Private Banking	71-78
Investec Annual Report 2010	Investment Banking	79-86
Investec Annual Report 2010	Capital Markets	87-98

Investec Annual Report 2010
Investec Annual Report 2010
Investec Annual Report 2010
Investec Annual Report 2010
Investec Annual Report 2010
Investec Annual Report 2010
Investec Annual Report 2010
Investec Annual Report 2010
Investec Annual Report 2010
Investec Annual Report 2010
Investec Annual Report 2010
Investec Annual Report 2010
Investec Annual Report 2009
Investec Annual Report 2009
Investec Annual Report 2009
Investec Annual Report 2009
Investec Annual Report 2009
Investec Annual Report 2009
Investec Annual Report 2009
Investec Annual Report 2009
Investec Annual Report 2009
Investec Annual Report 2009
Investec Annual Report 2009
Investec Annual Report 2009
Investec Annual Report 2009
Investec Annual Report 2009
Investec Annual Report 2009
Investec Annual Report 2009
Investec Annual Report 2009
Investec Annual Report 2009
Investec Annual Report 2009
Investec Annual Report 2009

Investec Annual Report 2010	Group Services and Other Activities	99-101
Investec Annual Report 2010	Risk Management	105-194
Investec Annual Report 2010	Credit Ratings	195
Investec Annual Report 2010	Independent Auditor's Report to the members of Investec plc	286-287
Investec Annual Report 2010	Independent Auditor's Report to the members of Investec Limited	288
Investec Annual Report 2010	Combined consolidated income statement	289
Investec Annual Report 2010	Combined consolidated statement of comprehensive income	289
Investec Annual Report 2010	Combined consolidated balance sheet	290
Investec Annual Report 2010	Combined consolidated cash flow statement	291
Investec Annual Report 2010	Consolidated statement of changes in equity	292-293
Investec Annual Report 2010	Accounting policies	294-305
Investec Annual Report 2010	Notes to the financial statements	306-372
Investec Annual Report 2009	Overview of the Group	1
Investec Annual Report 2009	Snapshot of the year	2-4
Investec Annual Report 2009	Operating Financial Review	8-10
Investec Annual Report 2009	Financial Review	11-33
Investec Annual Report 2009	Private Client Activities	38-40
Investec Annual Report 2009	Capital Markets	48-56
Investec Annual Report 2009	Investment Banking	57-64
Investec Annual Report 2009	Asset Management	65-72
Investec Annual Report 2009	Property Activities	73-76
Investec Annual Report 2009	Group Services and Other Activities	77-79
Investec Annual Report 2009	Risk Management	85-163
Investec Annual Report 2009	Credit Ratings	164
Investec Annual Report 2009	Independent Auditor's Report to the members of Investec plc	238-239
Investec Annual Report 2009	Independent Auditor's Report to the members of Investec Limited	240
Investec Annual Report 2009	Combined consolidated income statement	241
Investec Annual Report 2009	Combined consolidated balance sheet	242
Investec Annual Report 2009	Combined consolidated statement of total recognised income and expenses	243
Investec Annual Report 2009	Combined consolidated cash flow statement	243
Investec Annual Report 2009	Accounting policies	244-253
Investec Annual Report 2009	Notes to the financial statements	254-312

Evolution

Half year results for the six months ended 30 June 2011	Independent review report to The Evolution Group Plc
Half year results for the six months ended 30 June 2011	Unaudited condensed consolidated interim financial statements for the six months ended 30 June 2011
Half year results for the six months ended 30 June 2011	Notes to the interim financial statements
Evolution Annual Report 2010	Independent auditors' report to the members of The Evolution Group Plc
Evolution Annual Report 2010	Consolidated Income Statement
Evolution Annual Report 2010	Consolidated Statement of Comprehensive Income
Evolution Annual Report 2010	Consolidated Balance Sheet
Evolution Annual Report 2010	Consolidated Statement of Changes in Equity
Evolution Annual Report 2010	Consolidated Cash Flow Statement
Evolution Annual Report 2010	Notes to the financial statements
Evolution Annual Report 2009	Independent auditors' report to the members of The Evolution Group Plc
Evolution Annual Report 2009	Consolidated Income Statement
Evolution Annual Report 2009	Consolidated Statement of Comprehensive Income
Evolution Annual Report 2009	Consolidated Balance Sheet
Evolution Annual Report 2009	Consolidated Statement of Changes in Equity
Evolution Annual Report 2009	Consolidated Cash Flow Statement
Evolution Annual Report 2009	Notes to the financial Statements
Evolution Annual Report 2008	Independent auditors' report to the members of The Evolution Group Plc
Evolution Annual Report 2008	Consolidated Income Statement
Evolution Annual Report 2008	Consolidated Balance Sheet
Evolution Annual Report 2008	Consolidated Cash Flow Statement
Evolution Annual Report 2008	Consolidated Statement of Recognised Income and Expense
Evolution Annual Report 2008	Notes to the financial statements

Half year results for the six months ended 30 June 2011	Independent review report to The Evolution Group Plc	10
Half year results for the six months ended 30 June 2011	Unaudited condensed consolidated interim financial statements for the six months ended 30 June 2011	11-15
Half year results for the six months ended 30 June 2011	Notes to the interim financial statements	16-21
Evolution Annual Report 2010	Independent auditors' report to the members of The Evolution Group Plc	30
Evolution Annual Report 2010	Consolidated Income Statement	31
Evolution Annual Report 2010	Consolidated Statement of Comprehensive Income	32
Evolution Annual Report 2010	Consolidated Balance Sheet	33
Evolution Annual Report 2010	Consolidated Statement of Changes in Equity	34
Evolution Annual Report 2010	Consolidated Cash Flow Statement	35
Evolution Annual Report 2010	Notes to the financial statements	36-62
Evolution Annual Report 2009	Independent auditors' report to the members of The Evolution Group Plc	41
Evolution Annual Report 2009	Consolidated Income Statement	42
Evolution Annual Report 2009	Consolidated Statement of Comprehensive Income	43
Evolution Annual Report 2009	Consolidated Balance Sheet	44
Evolution Annual Report 2009	Consolidated Statement of Changes in Equity	45
Evolution Annual Report 2009	Consolidated Cash Flow Statement	46
Evolution Annual Report 2009	Notes to the financial Statements	47-74
Evolution Annual Report 2008	Independent auditors' report to the members of The Evolution Group Plc	39
Evolution Annual Report 2008	Consolidated Income Statement	40
Evolution Annual Report 2008	Consolidated Balance Sheet	41
Evolution Annual Report 2008	Consolidated Cash Flow Statement	42
Evolution Annual Report 2008	Consolidated Statement of Recognised Income and Expense	43
Evolution Annual Report 2008	Notes to the financial statements	44-76

PART XI DEFINITIONS

In this document the following expressions have the following meaning unless the context otherwise requires:

"Acquisition"	the recommended acquisition by Investec plc of the entire issued share capital of Evolution, to be effected by means of the Scheme or, should Investec plc so elect, by means of an Offer.
"Action"	any distribution or action affecting the amount or nature of, or economic benefit derived from, issued equity share capital, including any cash dividend, distribution in specie, rights issue, bonus issue or capitalisation issue, repayment or reduction of capital, sub division or consolidation, share buy-back or amendment of the rights of any shares or a series of one or more of such actions, but excluding any change in the Equalisation Ratio.
"Admission"	the admission of the New Investec Shares to the Official List in accordance with the Listing Rules and to trading on the London Stock Exchange's main market for listed securities in accordance with the Admission and Disclosure Standards.
"Admission and Disclosure Standards"	the requirements contained in the publication "Admission and Disclosure Standards" (as amended from time to time) containing, among other things, the admission requirements to be observed by companies seeking admission to trading on the London Stock Exchange's main market for listed securities.
"Announcement"	the announcement made by Investec plc in respect of the Acquisition on 9 September 2011.
"Applicable Regulations"	(a) applicable law and regulations, including, without limitation, the requirements of the City Code, and the South African Securities Regulation Code on Takeovers and Mergers;
	(b) directives, notices or requirements of any Governmental Agency having jurisdiction over Investec plc or Investec Limited, as the case may be; and
	(c) the rules, regulations, and guidelines of:
	(i) any stock exchange on which either the Ordinary Shares or the Investec Limited Ordinary Shares are listed or quoted, as the case may be; and
	(ii) any other body with which entities with securities listed or quoted, as the case may be, on such exchanges customarily comply,
	but, if not having the force of law, only if compliance with such directives, notices, requirements, rules, regulations or guidelines is in accordance with the general practice of persons to whom they are intended to apply, in each case for the time being in force and taking account of all exemptions, waivers or

	variations from time to time applicable, in particular situations or generally, to Investec plc or, as the case may be, to Investec Limited.
"APRA"	the Australian Prudential Regulation Authority.
"ARIF"	the Association Romande des Intermediaries Financiers of Switzerland.
"Articles of Association"	the articles of association of Investec plc, details of which are set out in paragraph 5.1 of Part IX.
"ASIC"	the Australian Securities and Investments Commission.
"Audit Committee"	the Investec Limited Audit Committee, the Investec plc Audit Committee and the DLC Audit Committee.
"AUSTRAC"	Australian Transaction Reports and Analysis Centre.
"Australian Dollar" or "A\$"	the lawful currency of Australia.
"Banks Act"	the South African Banks Act, 1990 (Act 94 of 1990).
"Basel Core Principles"	Core Principles for Effective Banking Supervision published by the Basel Committee on Banking Supervision.
"BESA"	the Bond Exchange of South Africa.
"BNP Paribas Private Investment Management"	BNP Paribas Private Investment Management Limited, a company incorporated in England and Wales with registered th floor, 100 number 02123174 whose registered office is at 4 Wood Street, London EC2V 7AN. Note, the company name was changed on 20 October 2011 to Williams de Broë Private Investment Management Limited.
"Board"	the board of directors of Investec plc and Investec Limited.
"Business Day"	a day (excluding Saturdays and Sundays or public holidays in England and Wales) on which banks generally are open in London for the transaction of normal business.
"Capital Reduction"	the proposed reduction of the ordinary share capital of Evolution provided by the Scheme under Section 641 of the Companies Act.
"certificated" or "in certificated form"	a share or other security which is not in uncertificated form.
"City Code"	the UK City Code on Takeovers and Mergers.
"Class Rights Actions"	has the meaning given to it in paragraph 4.2.6 of Part IX.
"CMA"	common monetary area.
"Code"	the Code of Banking Practice.
"Companies Act"	the UK Companies Act 2006, as amended.
"Completion"	in the context of the Acquisition, means:
	(a) if the Acquisition is implemented by way of the Scheme, the Scheme having being implemented pursuant to its terms; or

(b) if the Acquisition is implemented by way of an Offer, the

	Offer having been declared or become unconditional in all respects in accordance with the requirements of the City Code.
"Computershare"	Computershare Investor Services PLC, the registrars of Investec plc.
"Conditions"	the conditions to implementation of the Acquisition which are summarised in paragraph 8 of Part I of this Prospectus and which are set out in full in Part IV of the Scheme Document.
"Conversion Date"	the time and date of termination of the Sharing Agreement in accordance with its terms.
"Court"	the High Court of Justice of England and Wales.
"Court Meeting"	means the meeting of Scheme Shareholders, convened by the Court pursuant to Part 26 of the Companies Act, held on 27 October 2011.
"CREST"	the relevant system, as defined in the CREST Regulations (in respect of which Euroclear UK is the operator, as defined in the CREST Regulations).
"CREST member"	a person who has been admitted to Euroclear UK as a system
	member (as defined in the CREST Regulations).
"CREST participant"	a person who is, in relation to CREST, a system participant (as defined in the CREST Regulations).
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001 No. 01/378), as amended
"Darwin Strategic"	means Darwin Strategic Limited, a company incorporated in England and Wales with registered number 07069758 whose registered office is 9th Floor, 100 Wood Street, London EC2V 7AN.
"Default Shares"	has the meaning given to it in paragraph 5.1.2(xiv)(b) of Part IX.
"Directors"	the Executive and the Non-executive Directors.
"Disclosure and Transparency Rules"	the rules relating to the disclosure of information made in accordance with Section 73A(3) of FSMA.
"Dividend Access Shares"	the UK DAN Share, the UK DAS Share, the SA DAN Share and the SA DAS Share, the rights attaching to which are described in paragraph 4.4.3 of Part IX.
"DLC Agreements"	the Sharing Agreement, the Voting Agreement, the UK DAT Deeds, the SA DAT Deeds and the SCS Deeds.
"DLC Audit Committee"	the audit committee which has responsibility to the Board for matters common to Investec plc and Investec Limited.
"DLC Equalisation Principles"	the principles set out in paragraph 4.2.3 of Part IX.
"DLC Obligations"	has the meaning given to it in paragraph 5.1.2(xvii)(m) of Part IX.

"DLC Remuneration Committee"	the remuneration committee which has responsibility to the Board for matters common to Investec plc and Investec Limited.
"DLC Structure"	the arrangement whereby, inter alia, Investec plc and Investec Limited agree to operate as a single corporate group with each company observing the principles applicable to the management and operation of the dual listed company.
"DMA"	the FSB Directorate of Market Abuse.
"dti"	the South African Department of Trade and Industry.
"EEA"	the member states of the European Economic Area.
"Effective Date"	the date on which the Scheme becomes effective.
"Enlarged Group"	the Evolution Group and the Investec Group.
"EPS"	headline earnings per share.
"Equalisation Fraction"	the Equalisation Ratio expressed as a fraction with the numerator being the number relating to Investec Limited Ordinary Shares and the denominator being the number relating to the Ordinary Shares.
"Equalisation Ratio"	the ratio for the time being of (a) the dividend, capital and, in relation to Joint Electorate Actions voting rights per Investec Limited Ordinary Share to (b) the dividend, capital and, in relation to Joint Electorate Actions voting rights per Ordinary Share in the Group, which at the date of this document is 1:1.
"ESIP"	the Evolution Executive Share Incentive Plan.
"ESL GSOP"	the Evolution Securities Limited 2010 Growth Share Ownership Plan.
"ESOS"	the Evolution 2001 Executive Share Option Scheme.
"EU" or "European Union"	the European Union.
"euro" or "€"	the single currency of the EU Member States that adopt or have adopted the euro as their lawful currency under the legislation of the European Union or European Monetary Union.
"Euroclear UK"	Euroclear UK & Ireland Limited, the operator of CREST.
"European Economic Area"	the European Union, Iceland, Norway and Liechtenstein.
"Evolution"	The Evolution Group Plc, a company incorporated in England and Wales with registered number 03359425 whose registered office is 9th Floor, 100 Wood Street, London EC2V 7AN.
"Evolution Directors"	the directors of Evolution.
"Evolution Group"	Evolution and each of its subsidiaries and subsidiary undertakings from time to time.
"Evolution Interim Dividend"	the interim dividend of 1 pence per Evolution Share which was announced on 29 July 2011 and paid on 26 September 2011 to Evolution Shareholders who were on the Evolution register on 12 August 2011.

"Evolution Securities"	Evolution Securities Limited, a company incorporated in England and Wales with registered number 02316630 whose registered office is 9th Floor, 100 Wood Street, London EC2V 7AN.
"Evolution Share Schemes"	the ESOS, the ESIP, the JSOP, the ESL GSOP, the WdeB GSOP and the SIP.
"Evolution Share Trust"	the Evolution Employees' Share Trust constituted by a trust deed dated 13 March 2002.
"Evolution Shareholder Meetings"	the Court Meeting and the General Meeting.
"Evolution Shareholders"	the holders of Evolution Shares.
"Evolution Shares"	the existing unconditionally allotted or issued and fully paid ordinary shares of 1 pence each in the capital of Evolution and any further such ordinary shares which are unconditionally allotted or issued before the Scheme becomes effective.
"Excess Shares"	has the meaning given to it in paragraph 5.1.3 of Part IX.
"Excluded Overseas Shareholders"	any Overseas Shareholder in respect of whom Investec is advised or determines that issuing New Investec Shares pursuant to the Scheme would or may infringe the laws of any jurisdiction or would or may require compliance with any governmental or other consent or any registration, filing or other formality which cannot be complied with, or compliance with which Investec regards as unduly onerous.
"EXCON"	the Exchange Control Department of the South African Reserve
	Bank.
"Executive Directors"	the executive directors of Investec plc and Investec Limited.
"Existing Shares"	the Ordinary Shares in issue as at the date of this document.
"FAIS"	the Financial Advisory and Intermediary Services Act 37 of 2002.
"FIC"	the Financial Intelligence Centre.
"FICA"	the Financial Intelligence Centre Act, 38 of 2001.
"Financial Services Authority" or "FSA"	the Financial Services Authority of the UK.
"FINMA"	the Financial Markets Supervisory Authority of Switzerland.
"FINRA"	the Financial Industry Regulatory Authority of the United States.
"FSB"	the Financial Services Board.
"FSMA"	the Financial Services and Markets Act 2000, as amended.
"G7"	the G7 countries comprising of Canada, France, Germany, Italy, Japan, UK and the United States.
"General Meeting"	the general meeting of Evolution Shareholders held on 27 October 2011.

"Governmental Agency"	any governmental or representative of a government or any governmental, semi-governmental, supra-national, provincial, statutory, administrative, fiscal, regulatory or judicial body, department, commission, authority, tribunal, agency or entity or trade agency, and shall include competition authorities, the Takeover Panel, the London Stock Exchange, the Financial Services Authority (including the UK Listing Authority), the South African Securities Regulation Panel, the JSE, the South African Reserve Bank and the South African Financial Services Board.
"HKSFC"	the Hong Kong Securities and Futures Commission.
"HMRC"	HM Revenue & Customs.
"IAS"	International Accounting Standards.
"IASB"	the International Accounting Standards Board.
"ICAEW"	the Institute of Chartered Accountants in England and Wales.
"ICB"	the UK Independent Commission on Banking.
"IFRS"	International Financial Reporting Standards as issued by the International Accounting Standards Board.
"Implementation Agreement"	the implementation agreement between Investec plc and Evolution dated 9 September 2011.
"Investec" or the "Group" or the "Investec Group"	(i) for the purposes of paragraph 19 entitled "Working Capital" in Part IX of this document only, the Investec group, i.e. Investec plc and Investec Limited taken together, and their subsidiaries and subsidiary undertakings, from time to time, which prior to the Effective Date shall exclude the Evolution Group and after the Effective Date shall include the Evolution Group; and
	(ii) elsewhere in this document, the Investec group, i.e. Investec plc and Investec Limited taken together, and their subsidiaries and subsidiary undertakings, from time to time (excluding, for the avoidance of doubt, Evolution).
"Investec 1 Limited"	Investec 1 Limited, a company incorporated under the laws of England and Wales (registered number 119609), with its registered office at 2 Gresham Street, London EC2V 7QP.
"Investec Annual Report"	the Group's Annual Report and Accounts for the relevant financial year as published by the Group.
"Investec Bank"	Investec Bank plc, a company incorporated in England and Wales with registered number 489604 whose registered office is at 2 Gresham Street, London EC2V 7QP.
"Investec Directors"	the directors of Investec plc and Investec Limited.
"Investec DLC Capital Committee"	the DLC Capital Committee mandated by the BRCC to be the capital committee of Investec plc and Investec Limited and

their subsidiaries, as regards capital allocation and structuring, performance measurement, investment decisions and capitalbased incentivisation. "Investec Interim Report" the Group's Interim Report and Accounts for the relevant six month period as published by the Group. "Investec Investment Banking" Investec Investment Bank. "Investec Limited" Investec Limited, a company incorporated under the laws of South Africa with registration number 1925/002833/06. "Investec Limited Audit Committee" the audit committee of Investec Limited. "Investec Limited Equivalent" in relation to the Investec Limited Special Converting Shares, such number as equals the number of Ordinary Shares then in issue multiplied by the Equalisation Fraction then applicable. "Investec Limited Group" Investec Limited and its subsidiaries only. "Investec Limited Memorandum and Articles of Association" the memorandum of association and articles of association of Investec Limited taken together. "Investec Limited Ordinary Shares" the ordinary shares of R0.0002 each in the share capital of Investec Limited. "Investec Limited Preference Shares" the non-redeemable, non-cumulative, non-participating preference shares of R0.01 each in the capital of Investec Limited from time to time. "Investec Limited Shareholder" holders of Investec Limited Ordinary Shares. "Investec Limited Special Converting Shares" has the meaning given to it in paragraph 4.2.6 of Part IX. "Investec Limited Special Converting Shares Trust Deed" the declaration of trust relating to the trust established for the purpose of holding the Investec plc Special Converting Shares, as amended from time to time. "Investec plc" Investec plc, a company incorporated under the laws of England and Wales with registered under number 3633621, with its registered office at 2 Gresham Street, London EC2V 7QP. "Investec plc Audit Committee" the audit committee of Investec plc. "Investec plc Equivalent Number" in relation to the Investec plc Special Converting Shares, such number as equals the number of Investec Limited Ordinary Shares then in issue multiplied by the Equalisation Fraction then applicable. "Investec plc Special Converting Shares" the special converting shares in Investec plc issued to UK Trust Co. "Investec plc Special Converting Shares Trust Deed" the declaration of trust relating to the trust established for the purpose of holding the Investec plc Special Converting Shares, as amended from time to time. "Investec plc Special Voting Share" has the meaning given to it in paragraph 4.2.6 of Part IX. "Investec plc ZAR Preference Shares" the Rand denominated non-redeemable, non-cumulative, non-

148

	participating perpetual preference shares in the capital of Investec plc from time to time.
"Investec Wealth"	Investec Wealth & Investment Limited, a company incorporated in England and Wales with registered number 02122340 whose registered office is at 2 Gresham Street, London EC2V 7QP.
"IRS"	Internal Revenue Service of the United States.
"ISIN"	international securities identification number.
"JFSC"	the Jersey Financial Services Commission.
"JIBAR"	Johannesburg Interbank Agreed Rate.
"Joint Electorate Actions"	actions in relation to matters affecting the shareholders of Investec plc and Investec Limited in similar ways on which the shareholders of both companies effectively vote together as a single decision making body.
"JSE"	JSE Limited, registration number 2005/022939/06, a public company incorporated in South Africa, licensed as a securities exchange in terms of the South African Securities Services Act, 36 of 2004.
"JSE List"	the list maintained by the JSE of securities admitted for listing on the JSE.
"JSE Listing Requirements"	the listing requirements of the JSE as amended from time to time.
"JSOP"	the Evolution 2010 Joint Share Ownership Plan.
"Kensington"	Kensington Group plc.
"Limit"	has the meaning given to it in paragraph 5.1.3 of Part IX.
"Listing Rules"	the Listing Rules made by the FSA under Part VI of FSMA.
"London Stock Exchange"	London Stock Exchange plc.
"Matching Action"	in relation to an Action in respect of the holders of Ordinary Shares or the holders of the Investec Limited Ordinary Shares (the "Initial Action"), an Action in respect of the holders of ordinary shares in the other company which the Boards of Investec Limited and Investec plc resolve has, as far as practicable, an economic effect on the holders of the ordinary shares of such other company, equivalent, but not necessarily identical, to the economic effect of the Initial Action on the holders of ordinary shares of the company undertaking the Initial Action.
"Matching Dividends"	a matching cash dividend of an equivalent cash amount per ordinary share having regard to the then prevailing Equalisation Ratio and the applicable exchange rate, to be paid to either the Shareholders. or the Investec Limited Shareholders, as applicable.
"Memorandum of Understanding"	memorandum of understanding relating to Investec entered into

	between the South African Reserve Bank and the FSA at the time of implementation of the DLC Structure in 2002.
"NCR"	the National Credit Regulator.
"New Evolution Shares"	the new ordinary shares of 1 pence each in the capital of Evolution to be created in accordance with the Scheme and having the rights set out in the Scheme.
"New Investec Shares"	Ordinary Shares to be allotted and issued pursuant to the Acquisition.
"Non-executive Directors"	the non-executive directors of Investec plc and Investec Limited.
"Offer"	implementation of the Acquisition by means of a takeover offer under the City Code.
"Office for Banks"	the Office for Banks of the South African Reserve Bank.
"Official List"	the Official List of the FSA pursuant to Part VI of FSMA.
"Ordinary Shares" or "Shares"	the ordinary shares of £0.0002 pence each in the share capital of Investec plc (including, if the context requires, the New Investec Shares).
"Overseas Shareholders"	holders of Scheme Shares with a registered address in a jurisdiction outside the UK or whom Investec reasonably believes to be a citizen, resident or national of a jurisdiction outside the UK.
"Permitted Acquisition"	has the meaning given to it in paragraph 5.1.3 of Part IX.
"Perpetual Preference Shares"	the non-redeemable, non-cumulative, non-participating preference shares of £0.01 each in the capital of Investec plc from time to time.
"Peu"	has the meaning given to it in paragraph 17.2 of Part IX.
"PFIC"	has the meaning given to it in paragraph 3 of Part VII.
"pounds sterling" or "£"	the lawful currency of the UK.
"Preference Shares"	the non-cumulative perpetual preference shares of £0.01 each in the capital of Investec plc from time to time.
"Prospectus"	this document.
"Prospectus Rules"	the Prospectus Rules published by the FSA under Section 73A of FSMA.
"Rand" or "R" or "South African Rand"	the lawful currency of South Africa.
"Rensburg Sheppards"	Rensburg Sheppards plc incorporated in England and Wales with registered number 02146011.
"Resolutions"	the resolutions set out in the Notice of Court Meeting and Notice of General Meeting in Parts IX and X of the Scheme Document.
"Restricted Jurisdiction"	any such jurisdiction where local laws or regulations may result in significant risk of civil, regulatory or criminal exposure if

	information concerning the Acquisition is sent or made available to Evolution Shareholders in that jurisdiction in accordance with Rule 30.3 of the City Code.
"RPI"	UK retail price index.
"SA DAN Share"	the dividend access (non-South African resident) redeemable preference share of R1 in Investec Limited.
"SA DAN Share Trust Deed"	the declaration of trust constituting the SA DANT.
"SA DANT"	the trust constituted by SA Trust Co of the SA DAN Share for the benefit of non-South African resident Ordinary Shareholders.
"SA DAS Share"	the dividend access (South African resident) redeemable preference share of R1 in Investec Limited.
"SA DAS Share Trust Deed"	the declaration of trust constituting the SA DAST.
"SA DAST"	the trust constituted by SA Trust Co of the SA DAS Share for the benefit of South African resident Ordinary Shareholders.
"SA DAT Deeds"	the SA DAN Share Trust Deed and the SA DAS Share Trust Deed.
"SAFEX"	the South African Futures Exchange.
"SARB"	the South African Reserve Bank
"SA Trust Co"	Investec SSC (SA) (Proprietary) Limited, a limited liability company incorporated in South Africa with registration number 2001/027607/07 or such other entity as replaces SA Trust Co. from time to time.
"Scheme"	the Scheme of Arrangement set out in Part III of the Scheme Document in its present form or with or subject to any modifications, addition or condition approved or imposed by the Court and agreed to by Evolution and Investec.
"Scheme Court Order"	the order of the Court sanctioning the Scheme under Part 26 of the Companies Act and confirming the Capital Reduction under section 641 of the Companies Act.
"Scheme Document"	the document sent to Evolution Shareholders on 3 October 2011, which, among other things, contains the terms and conditions of the Scheme and notices convening the Court Meeting and the Evolution General Meeting.
"Scheme Record Time"	6.00 p.m. on the Business Day immediately prior to the Effective Date.
"Scheme Shareholders"	the holders of Scheme Shares.
"Scheme Shares"	(a) the Evolution Shares in issue at the date of the Scheme Document;
	(b) any Evolution Shares issued after the date of the Scheme Document and before the Voting Record Time; and
	(c) any Evolution Shares issued at or after the Voting Record

	Time and at or prior to the Scheme Record Time either on terms that the original or any subsequent holders thereof shall be bound by the Scheme and/or in respect of which the original or any subsequent holders thereof are, or shall have agreed in writing to be, bound by the Scheme,
	in each case excluding any Evolution Shares beneficially owned by and/or registered in the name of Investec plc or any member of the Group.
"SCS Deeds"	the Investec plc Special Converting Shares Trust Deed and the Investec Limited Special Converting Shares Trust Deed.
"SDRT"	Stamp Duty Reserve Tax.
"SEC"	US Securities and Exchange Commission.
"Securities Act"	the United States Securities Act of 1933, as amended.
"Shareholder"	a holder of Ordinary Shares.
"Sharing Agreement"	the DLC Structure Sharing Agreement made between Investec plc and Investec Limited, as amended from time to time.
"SIP"	the Evolution Share Incentive Plan.
"South Africa"	the Republic of South Africa.
"South African Companies Act"	the South African Companies Act, No. 61 of 1973, as amended.
"South African Development Community Region"	the region comprising of Angola, Botswana, the Democratic Republic of Congo, Lesotho, Madagascar, Malawi, Mauritius, Mozambique, Namibia, Seychelles, South Africa, Swaziland, Tanzania, Zambia and Zimbabwe.
"Special Converting Shares"	the Investec plc Special Converting Shares and the Investec Limited Special Converting Shares.
"SPV"	special purpose vehicle.
"SSA"	the Securities Services Act 36 of 2004.
"STC"	secondary tax on companies levied under the South African Income Tax Act, No. 58 of 1963.
"Sterling", "pence", "p"	the lawful currency of the United Kingdom.
"stock account"	an account within a member account in CREST to which a holding of a particular share or other security in CREST is credited.
"subsidiary undertaking"	as defined in Section 1162 of the Companies Act.
"Takeover Panel"	the UK Panel on Takeovers and Mergers.
"TSFC"	the Taiwan Securities and Futures Commission, Ministry of Finance.
"UAE"	the United Arab Emirates.
"UK Corporate Governance Code"	the UK Corporate Governance Code published by the Financial Reporting Council, as revised from time to time.
"UK DAN Share"	the dividend access (non-UK resident) redeemable preference

	share of £0.001 in Investec plc.
"UK DAN Share Trust Deed"	the declaration of trust constituting the UK DANT.
"UK DANT"	the trust constituted by UK Trust Co of the UK DAN Share for the benefit of non-UK resident Investec Limited Shareholders.
"UK DAS Share"	the dividend access (UK resident) redeemable preference share of £0.001 in Investec plc.
"UK DAS Share Trust Deed"	the declaration of trust constituting the UK DAST.
"UK DAST"	the trust constituted by UK Trust Co of the UK DAS Share for the benefit of UK resident Investec Limited Shareholders.
"UK DAT Deed(s)"	the UK DAN Share Trust Deed and the UK DAS Share Trust Deed.
"UK Listing Authority" or "UKLA"	the FSA in its capacity as the competent authority for the purposes of Part VI of FSMA and in the exercise of its functions in respect of the admission to the Official List, otherwise than in accordance with Part VI of FSMA.
"UK Trust Co"	Investec SSC (UK) Limited, a limited liability company incorporated in England and Wales with registered number 4407179 or such other entity as replaces UK Trust Co from time to time.
"Unadjusted Action"	has the meaning given to it in paragraph 4.2.5 of Part IX.
"uncertificated" or "in uncertificated form"	recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST.
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland.
"United States" or "US"	the United States of America, its territories and possessions, any state of the United States and the District of Columbia.
"US Dollar" or "US\$"	the lawful currency of the US.
"US Holder"	has the meaning given to it in paragraph 3 of Part VII.
"Voting Agreement"	the Voting Agreement entered into between Investec Limited, SA. Trust Co, Investec plc and UK Trust Co, as amended from time to time.
"Voting Record Time"	6.00 p.m. on the day which is two days before the date of the Court Meeting, or if the Court Meeting is adjourned, 6.00 p.m. on the day which is two days before the date of such adjourned meeting.
"WdeB GSOP"	the Williams de Broë Limited 2010 Growth Share Ownership Plan.
"Williams de Broë"	Williams de Broë Limited, a company incorporated in England and Wales with registered number 02485266 whose registered office is at 4th Floor, 100 Wood Street, London EC2V 7AN.