Nedcor Limited2003 Results & Rights Issue

Agenda

Highlights

2003 results & action steps

Recovery programme: progress to date

Unlocking the value of the franchise

The rights issue

Summary

Highlights

New EXCO team

Balance sheet clean up & implementing controls

Capital restored & strengthened

Recovery programme in place

Delivery on transparency & accountability

Old Mutual relationship strengthened

Significant scope for improving profitability

Results

Funding Expenses Currency Clean up the balance sheet

2003 2002

Headline earnings Rm 55 2 476

NAV per share cents 4 240 6 300

Capital adequacy % 10,1 11,0

Capital – Why the rights issue?

What happened to capital? AC133 Attributable loss Dividends Balance sheet clean up

Partially offset by preference shares & Tier 2

Why the rights issue? Restore Tier 1 Capital Optimise Tier 1 & 2 mix Meet future regulatory requirements

Strategic & operational imperatives

Back to basics Focus on Southern Africa Improved measurement Better governance Clear accountability Aggressive cost reduction Enhanced risk & balance sheet management Focus on client service

Highly rated & respected SA bank

2003 results & action steps

Financial agenda

Set 2003 baseline– Balance sheet clean up – Implement AC133– Assessment of regulatory capital– Improve transparency & quality

of earnings Gain control over risks

– Interest rates– Foreign exchange– Capital/asset growth– Nature of the investments

Implement value management– Risk based MIS– Aggressive cost cutting– Driving accountability

DeliverROE

ROE – Income drivers 2003

2003 2002

NII / AIEA* % 2,96 2,95

NIR / AIEA* % 2,85 2,78Expenses / AIEA* % 4,50 3,74Efficiency (excl. FX) % 70,1 59,2

Provisions / AIEA* % 0,90 0,52Effective tax rate % 32,0 10,0

ROA % 0,02 0,84

ROE % 0,32 14,05

*Average interest earning assets

What happened to our capital?

Regulatory capital (Rbn)

Risk weighted assets (Rbn)

Ratio (%)

Opening position at 31/12/2002 23,0 208,7 11,0

Post tax attributable earnings impact on capital & adjustments (incl. pre-acqs) 0,4 0,2

Dividends (1,4) (0,7)

Foreign exchange (1,6) (5,5) (0,5)

Growth in risk weighted assets 9,7 (0,5)

AC133 impact on capital (2,8) (1,3)

17,6 212,9 8,2

Capital raising 4,0 1,9

Closing position at 31/12/2003 21,6 212,9 10,1

Net interest income

Achieved a similar margin of 2,96% for the 2003 year Major negative influences

– BoE related funding– Management of interest rate risk– Accounting policy changes (AC133, AC102)– Historically oversold tax base– Peoples Bank “put”

Roll-off of expensive deposits - April 2004 Implementing interest rate & foreign

exchange risk policies Reconstituted ALCO Introducing funds transfer pricing & risk

based capital allocation Identify & focus on profitable business

Optimisation of margin

Non-interest revenue

(Rm) 2003 2002

Commission & fees 5 208 4 540

Total 5 431 4 540

BoE JV (now equity accounted) (223) -

Exchange & securities trading 1 713 1 199

Pre AC133 1 201 1 199

AC133 fair value adjustments 512 -

Other 1 032 1 083

NIB currency gains - 116

Dividends from other investments 152 173

Sale of assets 243 317

Other 637 477

7 953 6 822 Focus on annuity type income Improve trading income within defined risk limits Capital not to be applied for speculative

purposes Apply consistent pricing discipline

Better quality earnings

Expenses

Efficiency ratio 70,1%* - unacceptable Operating expenses up to R9 950m

– Inclusion of BoE for full year

– Incentive awards expensed

– Technology projects & resultant write-offs

– Consolidation of businesses

Aggressive implementation

- detailed report by half year results

*Excludes foreign exchange translation

Merger cost reducing & savings increasing Integration of Peoples Bank into Nedbank

Rationalise back office processes & support functions & centralise procurement

Review unprofitable businesses Flatten management structures Cross-charging for internal services

- Internal customers- SLAs

Taxation

Income Statement– Effective tax rate increased from 10% to 32%

– In future will trend towards statutory rate

– Reallocation of NII to taxation

– Impact of AC133

– Increase in STC Balance Sheet

– Additional provisions of R844m

– R583m relating to BoE pre-acquisition items

Active resolution of outstanding issues

Exceptional items

(Rm) 2003 2002

Dimension Data - (1 080)

Goodwill amortisation & impairment (1 803) (501)

Disposal of subsidiaries, investments & fixed assets 349 (58)

Impairment of investments & fixed assets (239) (119)

Merger & reorganisation costs - (35)

(1 693) (1 793)

Financial priorities 2004

Implement risk policies & manage businesses accordingly Set, enforce & measure accountability Proactive capital management

– Better allocation of capital

– Optimise structure of balance sheet

– Improve profitability Drive down expenses Clear understanding & focus on value drivers Deliver ROE & ROA

Core businesses are solid -need to optimise

Recovery programme:progress to date

New EXCO team

Strategic overview

Deliver the merger

Improved transparency

Focus on customer service

“Five Point Plan”

Recovery programme

Progress

Implement new EXCO & structure Nov ’03 & Feb ‘04

Appoint new CFO H1 2004

Appoint new Risk Manager H1 2004

Alignment of operations with businesses Jan ‘04

Finance, ALCO & Capital combined Jan ‘04

Facilitate reduction of board Feb ’04 & May ’04

New EXCO team & structure

Progress

2003 baseline & clean balance sheet Feb ‘04

Finalise & benchmark 2004 budget Feb ‘04

Capital raising May ‘04

Integrated retail strategy – decision taken Nov ‘03

Review & dispose of non-core assets 2004

Strategic review

Deliver the merger

On track

Corporate client migrations substantially completed

NBS migration to be completed in 2004

Systems & data centre rationalisation in 2004

Operational synergies fully extracted by 2005

Progress

External stakeholders

- Greater interactionNov, Dec ’03 & Feb

’04 - Detailed progress report Aug ‘04Staff - Continued improvement in communication

- Staff surveys & feedback Nov ’03

Improved segmental analysis Work in progress

Improved transparency

Rebuild reputation

Enhanced staff training

Client focused products delivered by systems with improved functionality

Intensified client research

Alignment of staff incentive schemes

Unlock the value of the franchise

Focus on customer service

Unlocking the value of the franchise

Client focused structure Dominant in commercial &

industrial property Strong mid-size corporate

franchise Strong regional presence Significant cross-sell opportunities Reward systems to drive ROE Institutional bancassurance

CorporateBanking

Business Banking

Property & Asset Finance

International

Africa

Nedbank Corporate

Nedbank Corporate

Unlock the value of the franchise

Nedbank Capital

TreasuryCorporate Finance

Treasury trading subscale Single ‘house view’ for client

servicing Extensive BEE advisory &

financing Strong project finance credentials Capital markets/securitisation Leading M&A business

Capital Markets

ENF

Nedbank Capital

Unlock the value of the franchise

RetailBanking

Retail & Wealth Management

Nedbank: increased focus on sales & service levels beginning to show results

Total market penetration subscale, but good high-end penetration

Go Banking: great partners in Pick ‘n Pay - still building for the future

Old Mutual alliances: access to customers & broker distribution

Peoples Bank integration

Retail & Wealth Management

Banc-assurance

Old MutualBank

Pick ‘n Pay Go Banking

Wealth Management

Unlock the value of the franchise

Embracing the FSC

Dedicated EXCO member in place

Leading advisor/funder of BEE transactions

Design plan for equity ownership in H2 2004

Procurement project will assist in FSC compliance

Transformation – behind the curve

Committed to meeting the FSC objectives

Governance

Board changes Relationship agreement with Old Mutual to align

strategy Better information flow to stakeholders Clear statement of expectations Internal audit reports to Audit Committee Checks & balances to prevent individual dominance

The rights issue

Sizing the issue

Current Post rights

issue *End 2004

Rm % Rm % %

Tier 1 capital 10 640 5,0 15 490 7,3 7,5%+

Tier 2 capital 10 469 4,9 7 969 3,7

Tier 3 capital 480 0,2 480 0,2

Total capital 21 589 10,1 23 939 11,2

Risk weighted assets 212 850

* R5bn rights issue & repayment of R2,5bn Tier 2 capital to Old Mutual & others

Restore Tier 1 capital Optimise Tier 1 &

Tier 2 mix Anticipate regulatory

requirements Foundation for future

Size based on 3 - 3,5 times

dividend cover & improved earnings

Transaction details

Structure R5bn rights issue

Anticipated timing

GM: 17 March Announce terms by 25 March Subscription period: 13 April - 7 May Closing: mid May

Underwriting Old Mutual to follow their rights Proceeds fully underwritten

Summary

Our position & outlook

Addressed the financial position Excellent platform Necessary human & financial resources New EXCO with skills to deliver

Will unlock the value of the franchise Significant scope for improving profitability

Committed to a target ofROE 20%+ for F2006

Detailed progress report

by August

‘04

Certain statements in these materials constitute forward-looking statements, including, but not limited to, statements that are predictions of or indicate future events, trends, plans or objectives. Forward-looking statements include words such as “expect”, “may”, “believes” and words of similar import. Undue reliance should not be placed on such statements because, by their nature, they are subject to known and unknown risks and uncertainties and can be affected by other factors that could cause actual results and Nedcor’s plans and objectives to differ materially from those expressed or implied in this presentation and, in particular, in such forward looking statements (or from past results). The following factors, among others, may have a direct bearing on Nedcor’s financial condition and results of operations, and on whether Nedcor will achieve its strategic goals: general economic conditions, particularly in South Africa, performance of international financial markets, interest and foreign exchange rate fluctuations, increasing levels of competition, and changes in laws and regulations. Nedcor assumes no responsibility to update any of the forward-looking statements contained herein.

These materials, which have been issued by Nedcor Limited (“Nedcor”), relate to the proposed offering of rights (the “Offering”) by Nedcor.

These materials do not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in Nedcor, nor shall these materials or any part of them nor the fact of their distribution form the basis of, or be relied upon in connection with, any contract or investment decision in relation thereto.

Recipients of these materials who are considering a purchase of rights in Nedcor in the Offering following publication of the Offering Circular in connection therewith are reminded that any such purchase should be made solely on the basis of the information contained in the Offering Circular. No reliance may be placed for any purposes whatsoever on the information contained in these materials or on their completeness. No representation or warranty, express or implied, is given by or on behalf of Nedcor, its shareholders, any of its directors, officers or employees or any other person as to the accuracy or completeness of the information or opinions contained in these materials, and no liability is accepted for any such information or opinions.

Neither these materials nor any copy of them are for distribution, directly or indirectly, in or into the United States, Australia, Canada or Japan. These materials are not an offer of securities for sale into the United States or in any other jurisdiction where such an offer would be unauthorised.

Neither the rights nor the ordinary shares represented thereby may be offered or sold in the United States (as such term is defined in Regulation S under the Securities Act of 1933) unless they are registered or exempt from registration. There will be no public offer of securities in the United States.

Prices and values of, and income from, shares may go down as well as up and an investor may not get back the amount invested. It should be noted that past performance is no guide to future performance. Persons needing advice should consult an independent adviser.

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