Recommended offer by Investec plc for The Evolution Group Plc to ...

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. Part II (Explanatory Statement) of this document comprises
an explanatory statement in compliance with Section 897 of the Companies Act 2006. The document relates to an offer which, if implemented,
will result in the cancellation of the listing of Evolution Shares on the Official List and of trading of Evolution Shares on the London Stock
Exchange’s Main Market for listed securities. If you are in any doubt as to the action you should take, you should consult your stockbroker,
bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 if you are
in the UK or, if not, from another appropriately independent financial adviser.
If you have sold or otherwise transferred all of your Evolution Shares, you should send this document, and the accompanying Forms of Proxy,
as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was
effected for delivery to the purchaser or transferee.
However, the distribution of this document into jurisdictions other than the United Kingdom may be restricted by law. Therefore persons into whose
possession this document and any accompanying documents come should inform themselves about and observe any such restrictions. Any failure to
comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, such documents should not be
distributed in, forwarded to or transmitted in or into any Restricted Jurisdiction or into any jurisdiction where offering the New Investec Shares or making
them available for subscription or purchase would breach any applicable law. If you have sold or otherwise transferred part of your holding of Evolution
Shares, please consult the bank, stockbroker or other agent through whom the sale or transfer was effected.
The enclosed Forms of Proxy are personalised. If you have recently purchased or been transferred Evolution Shares and notwithstanding the instructions
above, receive the Forms of Proxy from the transferor of such shares, you should contact Evolution’s Registrar, Capita, on the telephone numbers set out
on page 7 of this document, to obtain replacements of these documents.
(Registered in England and Wales – No. 3359425)
Recommended offer by
Investec plc
for
The Evolution Group Plc
to be effected by means of a Scheme of Arrangement under
Part 26 of the Companies Act 2006
You should read the whole of this document (including any documents incorporated into it by reference) and the accompanying Forms of Proxy. This
document is also available on the websites of Evolution and Investec at www.evgplc.com and www.investec.com respectively. Your attention is drawn to
the letter from the Chairman of Evolution which is set out in Part I (Letter from the Chairman of The Evolution Group Plc) of this document and which
recommends that you vote in favour of the Resolutions to be proposed at the Shareholder Meetings. A letter from Credit Suisse explaining the Scheme
appears in Part II (Explanatory Statement) of this document.
Notices of the Court Meeting and the General Meeting, both to be held at the offices of Jones Day at 21 Tudor Street, London EC4Y 0DJ on
27 October 2011, are set out at Parts IX and X of this document respectively. The Court Meeting will start at 11.00 a.m. and the General
Meeting at 11.05 a.m. (or as soon thereafter as the Court Meeting has concluded or been adjourned).
The action to be taken in respect of the Shareholder Meetings is set out on pages 6 and 7 of this document. Shareholders will find enclosed with this
document a BLUE Form of Proxy for use in connection with the Court Meeting and a WHITE Form of Proxy for use in connection with the General Meeting.
Whether or not you intend to attend the Shareholder Meetings in person, please complete and sign each of the enclosed Forms of Proxy in accordance
with the instructions printed on them and return them to the Company’s Registrar, Capita, of PXS, The Registry, 34 Beckenham Road, Beckenham, Kent
BR3 4TU, as soon as possible and, in any event, so as to be received by the deadline set out on the relevant form. If the BLUE Form of Proxy for the Court
Meeting is not returned by the specified time, it may be handed to representatives of Capita or the Chairman of the Court Meeting before the start of that
Meeting and will still be valid. However, in the case of the General Meeting, unless the WHITE Form of Proxy is returned by the time mentioned in the
instructions printed on it, it will be invalid.
If you hold your Evolution Shares in uncertificated form (i.e. in CREST) you may vote using the CREST Proxy Voting Service in accordance with the
procedures set out in the CREST manual (please also refer to the accompanying notes to the Notice of the General Meeting set out at the end of this
document). Proxies submitted via CREST (under CREST participant ID RA10) must be received by Capita, PXS, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU not later than 11.00 a.m. on 25 October 2011 in the case of the Court Meeting and by 11.05 a.m. on 25 October 2011 in
the case of the General Meeting or, in the case of any adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting.
Shareholders entitled to attend and vote at the Shareholder Meetings may appoint a proxy electronically by logging on to the website of Capita at www.
capitashareportal.com and entering the voting ID, task ID and shareholder reference number shown on their Forms of Proxy. Full details of the procedure to
be followed to appoint a proxy electronically are given on the website. Further information is also included in the instructions included on the Forms of Proxy.
The completion and return of a Form of Proxy or the appointment of a proxy or proxies electronically or through CREST shall not prevent a Shareholder
from attending and voting in person at either Shareholder Meeting or any adjournment thereof, if you so wish and are so certified.
1

The New Investec Shares have not been, and will not be, registered under the US 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 are expected to be offered in the United States in reliance upon the exemption from the registration
requirements of the Securities Act provided by Section 3(a)(10) thereof. Evolution Shareholders who are affiliates of Investec 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 17 of Part II (Explanatory Statement).
None of the securities referred to in this document have been approved or disapproved by the US Securities and Exchange Commission,
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 document. Any representation to the contrary is a criminal offence in the United States.
You should also read the rest of this document and consult an independent financial adviser. If you have any further questions, including
in relation to the completion and return of the Forms of Proxy, please call the Shareholder Helpline on 0871 664 0300 from within the
UK or on +44 20 8639 3399 if calling from outside the UK. Calls to the 0871 664 0300 number cost 10 pence per minute plus network
extras. Lines are open 8.30 am to 5.30 pm (London time) Monday to Friday (except UK public holidays). Calls to the helpline from outside
the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may
be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer
nor give any financial, legal or tax advice.
Applications will be made by Investec to the FSA for all the New Investec Shares to be admitted to the Official List and to the London
Stock Exchange for the New Investec Shares to be admitted to trading on the London Stock Exchange’s market for listed securities. On
the basis of current expectations as to the timing of regulatory approvals and Court availability, it is expected that Admission will become
effective and unconditional dealings in the New Investec Shares on the London Stock Exchange’s market will commence in 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.
Investec Investment Banking, a division of Investec Bank plc, which is authorised and regulated in the UK by the FSA, is acting for
Investec in connection with the Offer and for no-one else and will not be responsible to anyone other than Investec for providing the
protections afforded to their respective clients nor for providing any advice in relation to the Offer or the contents of this document or
any transaction, arrangement or matter referred to in this document.
Credit Suisse, which is authorised and regulated in the UK by the FSA, is acting exclusively for Evolution and for no one else in connection
with the Offer and this document and will not be responsible to anyone other than Evolution for providing the protections afforded to
clients of Credit Suisse or for providing advice in connection with the Offer or the contents of this document or any transaction,
arrangement or matter referred to in this document.
The contents of this document are not to be construed as legal, business, financial or tax advice. If you are in any doubt about the
contents of this document you should consult your own legal adviser, financial adviser or tax adviser for legal, business, financial or tax
advice.
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
Evolution, Investec or any of their respective, directors, officers, agents and advisers. No action has been taken nor will be taken in any
jurisdiction by any such person that would permit a public offering of the 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 for that purpose is required. Neither Evolution, Investec nor their respective directors, officers, agents or
advisers accept any responsibility for any violation of any of these restrictions by any other person.
General Notice to Overseas Shareholders
The Offer will not be made, directly or indirectly, in or into or by the use of the mails of, or by any other means (including, without
limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or
foreign commerce of, or any facility of a national securities exchange of, any jurisdiction where to do so, under local laws or regulations,
may result in a significant risk of civil, regulatory or criminal exposure. Accordingly, unless otherwise determined by Investec and
Evolution, copies of this document and any documentation relating to the Offer are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send any such documents in or into or
from any such Restricted Jurisdiction. Any person (including, without limitation, custodians, nominees and trustees) who would, or
otherwise intends to, or who may have a contractual or legal obligation to, forward this document and/or any other documentation
relating to the Offer to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or
regulatory requirements of any relevant jurisdiction.
None of Evolution, Investec or their respective directors, officers, agents and advisers is making any representation to any offeree or
purchaser of the New Investec Shares offered hereby regarding the legality of an 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.
2

TABLE OF CONTENTS
NOTE ON FORWARD LOOKING STATEMENTS 4
DISCLOSURE REQUIREMENTS OF THE CODE 4
EXPECTED TIMETABLE OF PRINCIPAL EVENTS 5
ACTION TO BE TAKEN 6
PART I LETTER FROM THE CHAIRMAN OF THE EVOLUTION GROUP PLC 8
PART II EXPLANATORY STATEMENT 13
PART III THE SCHEME OF ARRANGEMENT 24
PART IV CONDITIONS AND FURTHER TERMS 28
PART V UNITED KINGDOM TAXATION 33
PART VI ADDITIONAL INFORMATION 35
PART VII INFORMATION INCORPORATED BY REFERENCE 63
PART VIII DEFINITIONS 64
PART IX NOTICE OF COURT MEETING 69
PART X NOTICE OF GENERAL MEETING 71
Page
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4
NOTE ON FORWARD LOOKING STATEMENTS
This document and the documents incorporated by reference into it contains 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 Offer; 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. Investec and Evolution each disclaim any obligation to update any forward looking or other
statements contained herein, except as required by applicable law.
All subsequent written and oral forward looking statements attributable to Investec or Evolution or persons acting on their respective
behalf are expressly qualified in their entirety by the cautionary statements above. The forward looking statements included herein are
made only as of the date of this document. Investec and Evolution do not intend, and does not undertake any obligation, to update these
forward looking statements.
DISCLOSURE REQUIREMENTS OF THE CODE
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or
of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the
announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests
and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s).
An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the
10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the
10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree
company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company
or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short
positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the
extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of
Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made
by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures
must be made can be found in the Disclosure Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details
of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in
any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel’s
Market Surveillance Unit on +44 (0)20 7638 0129.
This document, together with all information incorporated into this document by reference to another source, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, will be available on the websites of Evolution and Investec respectively
www.evgplc.com and www.investec.com by no later than 12 noon on 4 October 2011.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Expected time/date (1)
Latest time for lodging Forms of Proxy for:
Court Meeting (BLUE form) 11.00 a.m. on 25 October 2011
General Meeting (WHITE form) 11.05 a.m. on 25 October 2011
Voting Record Time 6.00 p.m. on 25 October 2011
Evolution Court Meeting (2) 11.00 a.m. on 27 October 2011
Evolution General Meeting (2)(3) 11.05 a.m. on 27 October 2011
The following dates are indicative only and subject to change (please see note (4) below).
Last day of dealings in, and for registration of transfers 5 December 2011
of, and disablement in CREST of, Evolution Shares (4)
Suspension of listing of, and dealings in, Evolution Shares (4) 4.30 p.m. on 5 December 2011
Scheme Record Time (4) 6.00 p.m. on 5 December 2011
Court hearing to sanction the Scheme and approve the Capital Reduction (4) 6 December 2011
Effective Date of the Scheme (4) 7 December 2011
New Investec Shares listed, and crediting of New Investec Shares 8.00 a.m. on 7 December 2011
to CREST accounts (and cancellation of listing of Evolution Shares) (4)
Trading in New Investec Shares commences (4) by 8.00 a.m. on 7 December 2011
Latest date of despatch of certificates for New Investec Shares (4) on or by 21 December 2011
Long-stop date being the date by which the Scheme must be implemented (5) 31 March 2012
Notes:
(1) All times shown in this document are London times unless otherwise stated. The dates and times given are indicative only and are based on
Evolution’s current expectations and may be subject to change (including as a result of changes to Court times, the regulatory
timetable and/or the process for settlement of the Offer). 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) The Court Meeting and General Meeting will be held at the offices of Jones Day at 21 Tudor Street, London EC4Y 0DJ.
(3) To commence at the time fixed or, if later, immediately following the conclusion or adjournment of the Court Meeting.
(4) 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. The Effective Date
for the Scheme will not occur prior to 7 December 2011. Although the precise timing and quantum of Investec’s interim dividend in respect of the
six months ended 30 September 2011 remains to be announced, based on previous dividend timetables, it is expected that the New Investec
Shares to be issued to Evolution Shareholders pursuant to the Scheme will be issued after the last cum-dividend trading date for such dividend, and
accordingly, will not rank for any dividend declared by Investec in respect of such period.
(5) This date may be extended by agreement between Evolution and Investec, with the prior consent of the Panel and (if required) the approval of the
Court.
5

6
ACTION TO BE TAKEN
For the reasons set out in this document, the Evolution Directors unanimously consider that the Offer described in this document is in
the best interests of Shareholders. Accordingly, in order to implement the Offer, the Evolution Directors recommend that you vote in
favour of the Resolutions to give effect to the Scheme, as the Evolution Directors intend to do in respect of their own beneficial holdings
of Evolution Shares, and that you take the action described below.
Voting at the Court Meeting and the General Meeting
The Scheme will require approval at the meeting of Shareholders convened by order of the Court to be held at the offices of Jones Day
at 21 Tudor Street, London EC4Y 0DJ. The Court Meeting will start at 11.00 a.m. on 27 October 2011. Implementation of the Scheme
also requires approval of Shareholders at the General Meeting to be held at the same venue at 11.05 a.m. on 27 October 2011 (or as
soon thereafter as the Court Meeting has concluded or been adjourned). Notices of the Shareholder Meetings are set out at Parts IX and
X of this document.
Please check you have received the following with this document:
• a BLUE Form of Proxy for use in respect of the Court Meeting on 27 October 2011; and
• a WHITE Form of Proxy for use in respect of the General Meeting on 27 October 2011.
It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied
that there is a fair representation of shareholder opinion. You are therefore strongly encouraged to sign and return your
Forms of Proxy in accordance with the instructions thereon as soon as possible and, in any event, so as to be received by
Evolution’s Registrars, Capita, of PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, by the following times
and dates:
• BLUE Forms of Proxy for the Court Meeting by 11.00 a.m. on 25 October 2011; and
• WHITE Forms of Proxy for the General Meeting by 11.05 a.m. on 25 October 2011.
Alternatively, BLUE Forms of Proxy (but NOT WHITE Forms of Proxy) may be handed to representatives of Capita or the Chairman of the
Court Meeting before the start of the Court Meeting on 27 October 2011 and will still be valid.
The completion and return of a Form of Proxy will not prevent you from attending and voting in person at the Court Meeting, the General
Meeting or any adjournment thereof, if you so wish and are so entitled.
Multiple proxy voting instructions
As a registered Shareholder, you are entitled to appoint a proxy in respect of some or all of your Evolution Shares. You are also entitled
to appoint more than one proxy. A space has been included on the Forms of Proxy to allow you to specify the number of Evolution Shares
in respect of which that proxy is appointed.
If you wish to appoint more than one proxy in respect of your shareholding, you should photocopy the Form of Proxy or contact Capita
on 0871 664 0300 from within the UK or on +44 20 8639 3399 if calling from outside the UK. Calls to the 0871 664 0300 number
cost 10 pence per minute plus network extras. Lines are open 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except UK public
holidays). Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to
calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot
provide advice on the merits of the Offer nor give any financial, legal or tax advice.
Electronic appointment of proxies
Shareholders holding Evolution Shares through CREST
Shareholders who hold Evolution Shares through CREST and who wish to appoint a proxy or proxies for the Shareholder Meetings or any
adjournment(s) by using the CREST electronic proxy appointment service may do so by following the procedures described in the CREST
Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed (a) voting
service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on
their behalf.
In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a “CREST Proxy
Instruction”) must be properly authenticated in accordance with Euroclear’s specifications and must contain the information required
for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy
or an amendment to the instructions given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received
by the Registrars (ID RA10) at least 48 hours prior to the Court Meeting or General Meeting, as applicable. For this purpose, the time of
receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Applications Host) from
which the Registrars are able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
CREST members and, where applicable, their CREST sponsors or voting service provider(s), should note that Euroclear does not make
available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation
to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a
CREST personal member or sponsored member or has appointed (a) voting service provider(s), to procure that his CREST sponsor or
voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST
system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsor or voting service

provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and
timings.
Evolution may treat as invalid a CREST Proxy Instruction in the circumstances set out in the Uncertificated Securities Regulations 2001.
Appointing a proxy via the internet proxy service
Shareholders entitled to attend and vote at the Shareholder Meetings may appoint a proxy electronically by logging on to the website of
Capita at www.capitashareportal.com and entering the voting ID, task ID and shareholder reference number shown on their Forms of
Proxy. Full details of the procedure to be followed to appoint a proxy electronically are given on the website. Further information is also
included in the instructions included on the Forms of Proxy.
The appointment of a proxy or proxies electronically or through CREST shall not prevent a Shareholder from attending and voting at either
Shareholder Meeting or any adjournment thereof.
Evolution Share Schemes
Participants in the Evolution Share Schemes should refer to section 11 of Part II (Explanatory Statement) of this document for information
relating to the effect of the Offer on their rights under such share scheme.
Assistance
If you have any questions about this document, the Court Meeting, the General Meeting or the Offer, including in relation to
the completion and return of the Forms of Proxy, please call the Shareholder Helpline on 0871 664 0300 from within the UK
or on +44 20 8639 3399 if calling from outside the UK. Calls to the 0871 664 0300 number cost 10 pence per minute plus
network extras. Lines are open 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except UK public holidays). Calls to
the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls
from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline
cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.
7

Directors:
8
PART I
LETTER FROM THE CHAIRMAN OF THE EVOLUTION GROUP PLC
Martin Gray (Non-Executive Chairman)
Alex Snow (Chief Executive)
Philip Howell (Executive Director)
Peter Gibbs (Senior Independent Non-Executive Director)
Christopher Chambers (Non-Executive Director)
Roger Perkin (Non-Executive Director)
Lord MacLaurin of Knebworth, DL (Non-Executive Director)
To all holders of Evolution Shares
Dear Evolution Shareholder,
Recommended Offer for Evolution by Investec
Registered Office:
9th Floor
100 Wood Street
London EC2V 7AN
Registered in
England and Wales
with company number 03359425
3 October 2011
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 will acquire the entire issued ordinary share capital of Evolution.
The purpose of this document is to:
(i) explain the background to and reasons for the Offer;
(ii) explain why the Evolution Directors unanimously consider the Offer to be in the best interests of Evolution Shareholders as a whole;
and
(iii) unanimously recommend that you vote in favour of the Resolutions to be proposed at the Court Meeting and the General Meeting,
as the Evolution Directors who hold Evolution Shares have irrevocably agreed to do in respect of Evolution Shares held by them.
2 Summary of the terms of the Offer
It is proposed that the Offer will be implemented by way of a Court sanctioned scheme of arrangement under Part 26 of the Companies
Act.
Under the Offer, which will be subject to terms and conditions which are set out in Part IV (Conditions and Further Terms) hereof,
Evolution Shareholders will, in aggregate, receive approximately 53.8 million fully paid newly issued Investec Shares. On the basis of the
prevailing share price of Investec, being 433.5 pence, at the time the Evolution Directors agreed in principle to give their recommendation,
the Offer valued the entire issued share capital of Evolution at £233.2 million. Accordingly, Evolution Shareholders will receive:
for each Evolution Share: 0.23124 New Investec Shares
which, on the above basis, equates to a value of 100.24 pence per Evolution Share.
The value of 100.24 pence for each Evolution Share represents a premium of:
• approximately 44.7 per cent. to the average closing mid-market price per Evolution Share, of 69.2 pence, over the three month
trading period to 2 August 2011 (being the last Business Day prior to the commencement of the Offer Period);
• approximately 36.4 per cent. to the closing mid-market price per Evolution Share, of 73.5 pence, on 2 August 2011 (being the last
Business Day prior to the commencement of the Offer Period); and
• approximately 25.3 per cent. to the closing price per Evolution Share of 80.0 pence on 30 September 2011 (being the latest
practicable date prior to the publication of this document).
On the basis of the prevailing share price of Investec on 30 September 2011 (the latest practicable date prior to the publication of this
document), being 349.6 pence, the Offer equates to a value of 80.84 pence per Evolution Share.
The value of 80.84 pence for each Evolution Share represents a premium of:
• approximately 16.8 per cent. to the average closing mid-market price per Evolution Share, of 69.2 pence, over the three month
trading period to 2 August 2011 (being the last Business Day prior to the commencement of the Offer Period);

• approximately 10.0 per cent. to the closing mid-market price per Evolution Share, of 73.5 pence, on 2 August 2011 (being the last
Business Day prior to the commencement of the Offer Period); and
• approximately 1.1 per cent. to the closing price per Evolution Share of 80.0 pence on 30 September 2011 (being the latest
practicable date prior to the publication of this document).
No dividends shall be paid by Evolution between the date of the Announcement and the Effective Date save for an interim dividend of
1 pence per Evolution Share announced on 29 July 2011 and payable to shareholders on the register on 12 August 2011.
The New Investec Shares issued to Evolution Shareholders pursuant to the Scheme will rank on issue pari passu in all respects with the
existing Investec Shares. The expected transaction timetable is set out on page 5 of this document. The parties have agreed that, in light
of the likely timetable for seeking regulatory and anti-trust clearances, the Scheme will not become effective prior to 7 December 2011.
The current expectation is that the Effective Date will occur in December. Although the precise timing and quantum of Investec’s interim
dividend in respect of the six months ended 30 September 2011 remains to be announced, based on previous dividend timetables, it is
expected that the New Investec Shares to be issued to Evolution Shareholders pursuant to the Scheme will be issued after the last cumdividend
trading date for such dividend and, accordingly, will not rank for any dividend declared by Investec in respect of such period.
The New Investec Shares to be issued under the Scheme are expected to represent approximately 9.02 per cent. of the issued share
capital of Investec and approximately 6.17 per cent. of the combined issued share capital of Investec 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.
The Scheme requires that Evolution Shareholders vote in favour of the Scheme at a Court Meeting to be held at 11.00 a.m. on 27 October
2011 and that Evolution Shareholders vote in favour of the General Meeting Resolution at the General Meeting to be held at 11.05 a.m.
on 27 October 2011 (or as soon thereafter as the Court Meeting has been concluded or adjourned). Following the Court Meeting and the
General Meeting, the Scheme will become effective upon the delivery of the Scheme Court Order to the Registrar of Companies.
Further details of the Court Meeting, the General Meeting and Scheme Court Order are set out in paragraph 12 of this letter and in
paragraph 13 of Part II (Explanatory Statement) of this document.
3 Background to and reasons for the recommendation
Evolution has delivered a decade of growth, both organic and through value creating acquisitions. Over the last 10 years, revenues have
increased by over £102 million from £7.2 million for the year ended 2001 to £109.5 million for the year ended 2010 (a compound
annual growth rate of 35.3 per cent.). Assets under management have grown by over £5.4 billion to £5.8 billion over the same period
(a compound annual growth rate of 34.6 per cent.). There has been an increased dividend payment each year.
The Evolution Directors believe that the Offer represents an opportunity for Evolution Shareholders to realise an immediate and attractive
premium to the closing mid-market price per Evolution Share, of 73.5 pence on 2 August 2011 (being the last Business Day prior to the
commencement of the Offer Period). The Offer allows shareholders to participate in the potential upside and opportunities from a
combination with Investec as well as providing an interest in a more liquid FTSE 100 security. In addition, the Evolution Directors believe
that employees and clients will benefit from being part of a leading international specialist bank and asset manager. As such, the
Evolution Directors unanimously recommend that Evolution Shareholders vote in favour of the Resolutions required to give effect to the
Scheme as set out in paragraph 15.
4 Irrevocable Undertakings and Letters of Intent
Investec has received irrevocable undertakings from each of the Evolution Directors who hold Evolution Shares to vote or procure the
vote in favour of the resolutions to be proposed at the Court Meeting and the General Meeting in respect of their own beneficial holdings
of 6,027,184 Evolution Shares, representing approximately 2.59 per cent. of the existing issued share capital of Evolution. The
undertakings given by the Evolution Directors cease to be binding if the Scheme is withdrawn or lapses, unless Investec exercises its
right to announce a Takeover Offer for the entire issued share capital of Evolution, not already owned by it, in which case it shall cease
to have effect on the withdrawal or lapsing of the Takeover Offer.
Investec has also received an irrevocable undertaking from Landsdowne Partners to vote or procure the vote in favour of the resolutions
to be proposed at the Court Meeting and the General Meeting in respect of their entire beneficial holding of 12,809,506 Evolution
Shares, representing approximately 5.51 per cent. of the existing issued share capital of Evolution. The undertaking given by Landsdowne
Partners will lapse and be of no effect if, inter alia, a third party announces a firm intention to make an offer under Rule 2.5 of the Code
for all of the issued share capital of Evolution which values an Evolution Share at more than 10 per cent. of the value of the Offer.
Investec has obtained letters of intent from Blackrock Investment Managers (UK) Limited, Majedie Asset Management, Aberforth Partners
and Schroder Investment Management Limited to vote in favour of the Scheme and the Resolutions to be proposed at the Court Meeting
and the General Meeting in respect of their respective holdings of 20,935,457, 6,266,555, 15,797,644, and 9,698,872 Evolution
Shares as at 8 September 2011. Aberforth Partners announced that it had sold 464,300 and 896,567 of its Evolution Shares respectively
on 15 September 2011 and 16 September 2011 and that in light of those disposals, its intention to vote in favour of the Resolutions to
give effect to the Scheme applied to the 14,436,777 Evolution Shares it continues to own. Letters of intent have therefore been obtained
over Evolution Shares representing, in aggregate, approximately 22.06 per cent. of the existing issued share capital of Evolution.
9

Further details of these irrevocable undertakings and the letters of intent are set out in paragraph 6 of Part VI (Additional Information)
of this document.
5 Investec’s strategic plans for Evolution Group and intentions regarding 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. The Evolution Directors believe that this will be beneficial to clients of the Enlarged Group.
Investec has stated that whilst it 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. The
Evolution Directors believe this will provide a degree of stability for Evolution Group’s existing business.
Investec has stated that it 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 has indicated that it 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 has indicated that it 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. The Evolution Directors believe that Investec’s plans for the Williams de Broë business are
compelling and acknowledge that some headcount reductions may be appropriate in this context.
Investec’s stated existing strategy is to be the leading mid-market investment bank in the UK. Through the acquisition of Evolution
Securities, Investec has indicated that it 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 has stated that it intends to reduce aggregate investment banking
headcount to avoid unnecessary overlap with its existing activities whilst maintaining an appropriately sized employee base. The Evolution
Directors are of the view that in the current climate, a rationalisation of the investment banking business of Evolution Securities would
have been required in any event.
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. The Evolution
Directors believe that the involvement of Alex Snow and Philip Howell in senior management positions within the Enlarged Group will be
beneficial to the effective integration of the respective businesses.
Investec has confirmed that, following completion of the Offer, the existing employment rights, including pension rights, of the
management and employees of Evolution will be fully safeguarded.
In accordance with the requirements of Rule 2.12 of the Code, Evolution has made available to employees a copy of the announcement
of the Offer published on 9 September 2011 and has informed employees of the right of employee representatives under Rule 25.9 of
the Code to require that a separate opinion of the employee representatives on the effects of the Offer on employment be appended to
this document. As at the date of publication of this document, no such opinion has been provided. If and to the extent that Evolution is
provided with such an opinion after the date of publication of this document, Evolution will publish that opinion in accordance with the
requirements of Rule 25.9 of the Code.
6 Evolution Share Schemes
Participants in the Evolution Share Schemes will be contacted separately regarding the effect of the Offer on their rights under the
Evolution Share Schemes.
Details of the impact of the Scheme on participants in the Evolution Share Schemes is set out in paragraph 11 of Part II (Explanatory
Statement) of this document.
Following completion of the Offer, Evolution Shares will cease to be listed and no further awards will be made under the Evolution Share
Schemes. The management and senior employees of Evolution will be included in Investec’s incentivisation arrangements following
completion of the Offer. No proposals have been made on the terms of any incentivisation arrangements for relevant employees or
managers or the continuing directors.
7 Implementation Agreement and break fee arrangements
Evolution and Investec have entered into an Implementation Agreement which provides, among other things, for the implementation of
the Offer 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 this document.
8 Conditionality
The Offer will be implemented by means of a scheme of arrangement of Evolution under Part 26 of the Companies Act and will be
conditional upon, amongst other things, the approval of the Scheme by Shareholders and the sanction of the Scheme and the
confirmation of the associated Capital Reduction by the Court.
10

The Offer is also conditional on certain anti-trust and regulatory conditions being fulfilled. Please refer to paragraph 14 of Part II
(Explanatory Statement) and Part IV (Conditions and Further Terms) of this document for the further details of the Conditions to the Offer.
9 Cancellation of listing of Evolution Shares and re-registration
Your attention is drawn to paragraph 15 of the letter from Credit Suisse set out in Part II (Explanatory Statement) of this document in
relation to Investec’s intentions regarding the de-listing and cancellation of trading in Evolution Shares and re-registration of Evolution as
a private company following the Effective Date.
10 UK taxation
Your attention is drawn to Part V (United Kingdom Taxation) of this document. If you are in any doubt as to your tax position, or you are
subject to taxation in any jurisdiction other than the UK, you are strongly advised to consult an appropriate professional independent
financial adviser.
11 Overseas Shareholders
Overseas Shareholders should refer to paragraph 17 of Part II (Explanatory Statement) of this document.
12 Shareholder Meetings
The Scheme requires the approval of Evolution Shareholders by the passing of a resolution at the Court Meeting to be held on 27 October
2011. The resolution must be approved by a majority in number of the Evolution Shareholders present and voting, either in person or by
proxy, representing not less than 75 per cent. in value of the Evolution Shares in respect of which votes are cast by such Evolution
Shareholders.
Implementation of the Scheme will also require the passing of the General Meeting Resolution (requiring the approval of Evolution
Shareholders representing at least 75 per cent. of the votes cast) at the General Meeting, which will be held immediately after the Court
Meeting.
Following the Shareholder Meetings, the Scheme and the related Capital Reduction must be sanctioned, authorised and confirmed by
the Court and will only become effective upon the delivery of the Scheme Court Order to the Registrar of Companies. Upon the Scheme
becoming effective, it will be binding on all Evolution Shareholders irrespective of whether or not they attended or voted at the Court
Meeting or the General Meeting (and, if they attended and voted, whether or not they voted in favour).
Your attention is drawn to paragraph 13 Part II (Explanatory Statement) of this document which contains further information with respect
to the Shareholder Meetings.
It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied
that there is a fair and reasonable representation of Shareholder opinion. You are therefore strongly urged to complete, sign
and return the BLUE Form of Proxy for the Court Meeting as soon as possible.
13 Action to be taken
Notices convening the Court Meeting and the General Meeting are set out in Parts IX and X, respectively, of this document. You will find
accompanying this document a BLUE Form of Proxy for use at the Court Meeting and a WHITE Form of Proxy for use at the General
Meeting.
Whether or not you intend to be present at either Shareholder Meeting, you are requested to complete, sign and return both the
accompanying Form of Proxy for the Court Meeting (BLUE) and the accompanying Form of Proxy for the General Meeting (WHITE) in
accordance with the instructions printed on the respective forms.
If you hold your Evolution Shares in uncertificated form, you may vote using the CREST Proxy Voting Service in accordance with the
procedures set out in the CREST Manual (please also refer to the notes to the notices of the Court Meeting and the General Meeting set
out in Parts IX and X respectively).
You may appoint a proxy electronically by logging on to the website of Capita at www.capitashareportal.com and entering the voting ID,
task ID and shareholder reference number shown on your Forms of Proxy. Full details of the procedure to be followed to appoint a proxy
electronically are given on the website. Further information is also included in the instructions included on the Forms of Proxy.
Your attention is drawn to pages 6 to 7 of this document (Action to be taken) which explains in detail the action you should take in
relation to the Offer and the Scheme.
14 Further information
Your attention is drawn to the further information contained in Part II (Explanatory Statement), Part III (The Scheme of Arrangement),
Part IV (Conditions and Further Terms), Part V (United Kingdom Taxation) and Part VI (Additional Information) of this document and to
the expected timetable of principal events set out on page 5 of this document. Please note that the timings set out in this document are
indicative only and subject to change. You should also refer to the information incorporated by reference referred to in Part VII.
You are advised to read the whole of this document and not just rely on the summary information contained in this letter.
If you have any further questions about this document, the Court Meeting, the General Meeting, or the Offer, including in relation to the
completion and return of the Forms of Proxy, please call the Shareholder Helpline on 0871 664 0300 from within the UK or on +44 20
8639 3399 if you are calling from outside the UK. Calls to the 0871 664 0300 number cost 10 pence per minute plus network extras.
Lines are open 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except UK public holidays). Calls to the helpline from outside
the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may
11

e recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer
nor give any financial, legal or tax advice.
15 Recommendation
The Evolution Directors, who have been so advised by Credit Suisse (as the independent advisers for the purposes of Rule
3 of the Code), consider the terms of the Offer to be fair and reasonable for Evolution Shareholders. In providing advice to
the Evolution Directors, Credit Suisse has taken into account the commercial assessments of the Evolution Directors. The
Evolution Directors consider the terms of the Offer to be in the best interests of Evolution Shareholders as a whole.
Accordingly, the Evolution Directors unanimously recommend that Evolution Shareholders vote in favour of the Scheme at
the Court Meeting and in favour of the General Meeting Resolution, as they have irrevocably undertaken to do themselves
in respect of their own beneficial holdings of 6,027,184 Evolution Shares (representing as at the latest practicable date prior
to the publication of this document, in aggregate, approximately 2.59 per cent. of the existing issued share capital of
Evolution).
Yours faithfully
Martin Gray
Non-Executive Chairman
The Evolution Group Plc
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3 October 2011
To all holders of Evolution Shares
Dear Evolution Shareholder,
PART II
EXPLANATORY STATEMENT
(in compliance with section 897 of the Companies Act 2006)
Recommended Offer for Evolution by Investec
Credit Suisse Securities (Europe) Limited
One Cabot Square
London E14 4QJ
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 will 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.
We have been authorised by the Evolution Directors to write to you to explain the terms of the Offer and to provide you with other relevant
information.
Your attention is drawn to the letter from the Chairman of Evolution set out in Part I of this document which forms part of
this explanatory statement. That letter explains, amongst other things, why the Evolution Directors, who have been so
advised by Credit Suisse, consider the terms of the Offer to be fair and reasonable for Evolution Shareholders. In providing
advice to the Evolution Directors, Credit Suisse has taken into account the commercial assessments of the Evolution
Directors. The letter also explains why the Evolution Directors consider the terms of the Offer to be in the best interests of
Evolution Shareholders as a whole.
Accordingly, the Evolution Directors unanimously recommend that Evolution Shareholders vote in favour of the Scheme at
the Court Meeting and in favour of the General Meeting Resolution, as they have irrevocably undertaken to do themselves
in respect of their own beneficial holdings of 6,027,184 Evolution Shares (representing as at the latest practicable date prior
to publication of this document, in aggregate, approximately 2.59 per cent. of the existing issued share capital of Evolution).
If you wish to vote in favour of the Resolutions to implement the Scheme, please take the actions described at pages 6 to 7 (Action to
be Taken) of this document within the timeframes stipulated. The terms of the Scheme are set out in full in Part III (The Scheme of
Arrangement) of this document. Your attention is also drawn to Part IV (Conditions and Further Terms) of this document.
2 Summary of the terms of the Offer
Under the Offer, which will be subject to terms and conditions which are set out in Part IV (Conditions and Further Terms) of this
document, Evolution Shareholders will, in aggregate, receive approximately 53.8 million fully paid newly issued Investec Shares. On the
basis of the prevailing share price of Investec, being 433.5 pence, at the time the Evolution Directors agreed in principle to give their
recommendation, the Offer valued the entire issued share capital of Evolution at £233.2 million. Accordingly, Evolution Shareholders will
receive:
for each Evolution Share: 0.23124 New Investec Shares
which, on the above basis, equates to a value of 100.24 pence per Evolution Share.
The value of 100.24 pence for each Evolution Share represents a premium of:
• approximately 44.7 per cent. to the average closing mid-market price per Evolution Share, of 69.2 pence, over the three month
trading period to 2 August 2011 (being the last Business Day prior to the commencement of the Offer Period);
• approximately 36.4 per cent. to the closing mid-market price per Evolution Share, of 73.5 pence, on 2 August 2011 (being the last
Business Day prior to the commencement of the Offer Period); and
• approximately 25.3 per cent. to the closing price per Evolution Share of 80.0 pence on 30 September 2011 (being the latest
practicable date prior to the publication of this document).
On the basis of the prevailing share price of Investec on 30 September 2011 (the latest practicable date prior to the publication of this
document), being 349.6 pence, the Offer equates to a value of 80.84 pence per Evolution Share.
13

The value of 80.84 pence for each Evolution Share represents a premium of:
• approximately 16.8 per cent. to the average closing mid-market price per Evolution Share, of 69.2 pence, over the three month
trading period to 2 August 2011 (being the last Business Day prior to the commencement of the Offer Period);
• approximately 10.0 per cent. to the closing mid-market price per Evolution Share, of 73.5 pence, on 2 August 2011 (being the last
Business Day prior to the commencement of the Offer Period); and
• approximately 1.1 per cent. to the closing price per Evolution Share of 80.0 pence on 30 September 2011 (being the latest
practicable date prior to the publication of this document).
No dividends shall be paid by Evolution between the date of the Announcement and the Effective Date save for an interim dividend of 1
pence per Evolution Share announced on 29 July 2011 and payable to shareholders on the register on 12 August 2011.
3 New Investec Shares
The New Investec Shares will be listed on the Official List, will be admitted to trading on the London Stock Exchange and will be issued
free from all liens, charges, encumbrances and other third party rights and/or interests of any nature whatsoever. On the basis of current
expectations as to the timing of regulatory approvals and Court availability, it is expected that New Investec Shares will be issued,
Admission will become effective and dealings for normal settlement in the New Investec Shares will commence in December 2011.
The New Investec Shares will be issued credited as fully paid and will rank on issue pari passu in all respects with the existing Investec
Shares. The expected transaction timetable is set out on page 5 of this document. The parties have agreed that, in light of the likely
timetable for seeking regulatory and anti-trust clearances, the Scheme will not become effective prior to 7 December 2011. The current
expectation is that the Effective Date will occur in December. Although the precise timing and quantum of Investec’s interim dividend in
respect of the six months ended 30 September 2011 remains to be announced, based on previous dividend timetables, it is expected
that the New Investec Shares to be issued to Evolution Shareholders pursuant to the Scheme will be issued after the last cum-dividend
trading date for such dividend and, accordingly, will not rank for any dividend declared by Investec in respect of such period.
The New Investec Shares to be issued on the Scheme becoming effective to Evolution Shareholders on the register at the Scheme
Record Time, will be issued in registered form and will be capable of being held in certificated or uncertificated form. Pending the issue
of definitive certificates for the New Investec Shares, transfers of New Investec Shares in certificated form will be certified against the
register. No temporary documents of title in respect of the New Investec Shares will be issued.
4 Financial effects of the Offer
As a result of and following completion of the acquisition, Investec expects to consolidate Evolution’s assets and liabilities. As at 30 June
2011, being the end of Evolution’s half year, and under Evolution’s historical accounting policies, Evolution had a book tangible net asset
value of £108.8 million. A fair value assessment of Evolution’s assets, liabilities and business will be required to be carried out under
Investec’s accounting policies following completion of the Offer to determine the on-going tangible and intangible carrying values at
which the Evolution business will be carried on Investec’s Balance Sheet.
The acquisition is expected to be marginally earnings per share dilutive (before any IFRS fair value, other adjustments and one-off
integration costs) in the first year of ownership following completion of the Offer of the Investec Group. This statement should not be
construed as a profit forecast or be interpreted to mean that the future earnings per share, profits, margins or cash flows of Investec will
necessarily be greater or less than the historic published earnings per share, profits, margins or cash flows of Investec.
Under the Offer, Evolution Shareholders will receive 0.23124 New Investec Shares for every Evolution Share held. The following table
sets out, for illustrative purposes only and on the bases and assumptions set out in the notes below, the financial effects of the Offer on
the capital value and income for a holder of one Evolution Share, if the Scheme becomes effective:
(a) Increase in Capital Value
Note Pence
Market value of 0.23124 New Investec Share 1 80.84
Market value of one Evolution Share 2 80.00
Increase in capital value 3 0.84
This represents an increase of 1.1%
(b) Increase in Income
Note Pence
Dividend income from 0.23124 New Investec Shares 4 3.90
Dividend income from one Evolution Share 5 2.80
Increase in income 3 1.20
This represents an increase in income of 42.9%
14

Notes:
(1) The market value of New Investec Shares is based on the closing mid-market quotation of 349.6 pence per Investec Share as at the close of
business on 30 September 2011, being the latest practicable date prior to publication of this document.
(2) The market value of one Evolution Share is based on the closing mid-market quotation of 80 pence per Evolution Share as at the close of business
on 30 September 2011, being the latest practicable date prior to the publication of this document.
(3) In assessing the financial effects of receiving New Investec Shares, no account has been taken of any potential taxation liability of an Evolution
Shareholder or of any timing differences in the payment of dividends.
(4) The dividend income from one Investec Share is the aggregate of the 8.0 pence interim dividend for the six months ended 30 September 2010
(announced on 8 November 2010 and paid on 21 December 2010) and the 9.0 pence final dividend for the year ended 31 March 2011, grossed
up by the exchange ratio of 0.23124 Investec shares per Evolution Share. See paragraph 2 of the Part I (Letter from the Chairman of The Evolution
Group Plc) in relation to likely timing of the transaction and Investec’s interim dividend in respect of the six months ended 30 September 2011.
(5) The dividend income from one Evolution Share is the aggregate of the 1.0 pence interim dividend for the six months ended 30 June 2011
(announced on 29 July 2011 and payable on 12 August 2011) and the 1.75 pence final dividend for the year ended 31 December 2010.
5 Background to and reasons for the Offer
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 directors of Investec believe enable it to better navigate through
varying cycles and to support its long-term growth objectives. The Offer 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,
and assets under management of £6.0 billion. Subsequent to that date, Evolution announced it had reached agreement to acquire BNP
Paribas Private Investment Management which, as at 30 June 2011, had assets under management of approximately £1.8 billion.
Investec has grown its private client investment management and wealth management operations over many years, most recently with
the acquisition in 2010 of the 53 per cent. stake in Rensburg Sheppards not already owned by it having held 47 per cent. and had a
close working relationship with the business over the previous 5 years. The business is now branded as Investec Wealth & Investment
with assets under management at 31 March 2011 of £14.9 billion in the UK as well as having an international reach and forming one
of the core pillars of the global Investec Group. The acquisition of Evolution 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 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 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 90 retained UK listed corporate clients of which 24 are in the FTSE 250, publishes research on
309 UK listed groups, makes markets in c.200 stocks and in June 2011 was ranked No.1 Small and Mid-Cap and No.2 in the UK
brokerage Extel awards. The division increasingly benefits from the capabilities of Investec UK’s capital markets division. 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 Offer 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.
6 Background to and reasons for the recommendation
Your attention is drawn to paragraph 3 of the letter from the Chairman of Evolution in Part I of this document which sets out the
background to and reasons for the recommendation of the Offer by the Evolution Directors.
7 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 Limited South Africa in 1986.
In July 2002, the Investec Group implemented a dual listed companies structure, which synthetically merged Investec, listed on the
Official List and traded on the London Stock Exchange, with Investec Limited, which is listed on the JSE. Investec also has a secondary
listing on the JSE. Investec is a constituent of the FTSE 100 index and together with Investec Limited has a pro forma market capitalisation
15

of approximately £3.0 billion as at 29 September 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 year ended 31 March 2011, the Investec Group 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, assets of £50.9 billion, total capital
resources of £5.2 billion and total third party assets under management of £88.9 billion.
Investec currently has a long term issuer rating of Ba1 (Moody’s) with a negative outlook. This has remained unchanged throughout the
Offer Period.
The following text has been extracted from the Investec Group’s pre-close trading update released on 15 September 2011:
Against a backdrop of poor economic fundamentals and weak debt and equity markets, operating conditions have been more difficult
than originally anticipated. The Asset Management and Wealth Management businesses have continued to perform well as a result of
increased average funds under management and net inflows. The Specialist Banking businesses have benefited from growth in net
interest income and fee income but earnings from principal activities have been under pressure. The Investec Group’s geographical and
operational diversity has, however, supported a sound operational performance.
Salient financial features include:
• Since 31 March 2011:
16
• Core loans and advances are marginally down to £18.6 billion, however, in neutral currency they have increased by 2 per cent.;
• Customer deposits increased by 3 per cent. to £25.1 billion;
• Third party assets under management decreased by 4 per cent. to £85.6 billion, as a result of weak markets, notwithstanding
net inflows of c.£2.6 billion.
• Core advances (excluding own originated securitised assets) as a percentage of the customer deposits were 70.0 per cent.
(31 March 2011: 72.4 per cent.).
• The Investec Group has a sound balance sheet with low gearing, substantial cash and near cash and solid capital ratios.
Operating conditions are difficult as the global geopolitical landscape remains uncertain. The Investec Group’s operational performance
remains stable underpinned by a solid recurring income base.
Financial Information on Investec is incorporated by reference in Part VII of this document.
8 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 leading and fastest growing private client investment managers, with a heritage dating back to 1869
and offices in Bath, Birmingham, Bournemouth, Edinburgh, Exeter, Guildford and London.
The business employs over 150 investment professionals in seven UK locations, including over 70 investment managers providing a
comprehensive range of investment services to all of its clients and their professional advisers.
Evolution 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 3 years.
As at 30 June 2011, Williams de Broë had assets under management of approximately £6.0 billion. Subsequent to that date, Evolution
announced that Williams de Broë had reached agreement to acquire BNP Paribas Private Investment Management. As at 30 June 2011
BNP Paribas Private Investment Management had assets under management of approximately £1.8 billion.
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.

Evolution Securities’ corporate broking and advisory team has 80 corporate clients. The business has executed 30 equity issues since
January 2010 raising over £2.6 billion and has significant strength and track record in the natural resources sectors.
Evolution Securities publishes research on more than 250 UK and Pan-European listed companies, and makes 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 3rd consecutive year. In
2010 the fixed income business traded over EUR16 billion worth of bonds in more than 2,100 different securities.
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.
For the 6 months ended 30 June 2011, the Evolution Group reported an after tax profit of £2.8 million and gross assets of £372.1 million.
For the 12 month period ended 31 December 2010, the Evolution Group reported a loss after tax of £2.0 million.
Since Evolution’s half year announcement on the 29 July 2011, market conditions have been extremely volatile. Equity markets in
particular have remained extremely unpredictable, and have impacted revenues in a number of its businesses during August and early
September 2011. Notwithstanding this, Williams de Broë continues to trade profitably, although total assets under management have
fallen since June 2011 as a result of the sharp global decline in equity markets. Additionally, on 8 August 2011, the Evolution Directors
announced the acquisition of BNP Paribas Private Investment Management, which as at 30 June 2011, had assets under management
of approximately £1.8 billion. This transaction, which is subject to FSA consent to the change of control, is expected to complete prior
to the end of the current financial year. In Evolution’s securities business, Evolution Securities’, revenues in the short term have been
impacted by the severe market shifts and ongoing weakness in market confidence. Despite the difficulties in forecasting revenues in this
area, the securities business has been active in securing a number of new corporate mandates expected to complete in the second half
of 2011.
The Evolution Directors are not aware of any current ratings or outlooks publicly accorded to Evolution by ratings agencies.
Financial information on Evolution is incorporated by reference in Part VII of this document.
9 Irrevocable undertakings and letters of intent
Investec has received irrevocable undertakings from each of the Evolution Directors who hold Evolution Shares to vote or procure the
vote in favour of the resolutions to be proposed at the Court Meeting and the General Meeting in respect of their own beneficial holdings
of 6,027,184 Evolution Shares, representing approximately 2.59 per cent. of the existing issued share capital of Evolution. The
undertakings given by the Evolution Directors cease to be binding if the Scheme is withdrawn or lapses, unless Investec exercises its
right to announce a Takeover Offer for the entire issued share capital of Evolution, not already owned by it, in which case it shall cease
to have effect on the withdrawal or lapsing of the Takeover Offer.
Investec has also received an irrevocable undertaking from Landsdowne Partners to vote or procure the vote in favour of the Resolutions
to be proposed at the Court Meeting and the General Meeting in respect of their entire beneficial holdings of 12,809,506 Evolution
Shares, representing approximately 5.51 per cent. of the existing issued share capital of Evolution. The undertaking given by Landsdowne
Partners will lapse and be of no effect if, inter alia, a third party announces a firm intention to make an offer under Rule 2.5 of the Code
for all of the issued share capital of Evolution which values an Evolution Share at more than 10 per cent. of the value of the Offer.
Investec has obtained letters of intent from Blackrock Investment Managers (UK) Limited, Majedie Asset Management, Aberforth
Partners and Schroder Investment Management Limited to vote in favour of the Scheme and the Resolutions to be proposed at the
Court Meeting and the General Meeting in respect of their respective holdings of 20,935,457, 6,266,555, 15,797,644 and 9,698,872
Evolution Shares as at 8 September 2011. Aberforth Partners announced that it had sold 464,300 and 896,567 of its Evolution Shares
respectively on 15 September 2011 and 16 September 2011 and that in light of those disposals, its intention to vote in favour of the
Resolutions to give effect to the Scheme applied to the 14,436,777 Evolution Shares it continues to own. Letters of intent have therefore
been obtained over Evolution Shares representing, in aggregate, approximately 22.06 per cent. of the existing issued share capital of
Evolution.
Further details of these irrevocable undertakings and the letters of intent are set out in paragraph 6 of Part VI (Additional Information)
of this document.
10 Intentions for Evolution Group management and employees
Information regarding the intentions for the management and employees of Evolution and the views of the Evolution Directors on this are
set out in paragraph 5 of Part I (Letter from the Chairman of The Evolution Group Plc) of this document.
11 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 Offer and will be satisfied by transfers of Evolution Shares or New Investec Shares by the trustee of the Trust. In particular:
• options which are not yet exercisable may be exercised conditionally on Court sanction and will lapse on Court sanction if not
exercised;
• all of the Evolution Shares subject to any call rights granted before 29 June 2011 and the call right granted to Mr. Snow on
14 September referred to in paragraph 7.1(e) of Part VI (Additional Information) of this document will be automatically exchanged
for New Investec Shares on the terms of the Offer following the Effective Date. A proportion of awards over Evolution Shares held
17

18
by participants in the ESIP and call rights granted after 29 June 2011 (other than the call right granted to Mr. Snow referred to
above) will also be automatically exchanged for New Investec Shares on the terms of the Offer following the Effective Date on a time
apportioned basis, depending on the proportion of the performance period elapsed from the date of grant to the Effective Date;
• interests in Evolution Shares held by participants under the JSOP may vest, subject to satisfaction of applicable performance
conditions, but the majority will lapse and will be acquired by the trustee of the Trust for £1 in aggregate;
• no entitlements to Evolution Shares will arise under the ESL GSOP or the WdeB GSOP; and
• employees in the SIP will participate through the trustee of the SIP in respect of their Evolution Shares held in the SIP and Evolution
Shares will be exchanged for New Investec Shares on the terms of the Offer. The New Investec Shares will remain in the SIP on the
same terms as the Evolution Shares but the plan will be closed and no further awards will be made following the Effective Date.
Participants in the Evolution Share Schemes will be written to separately regarding the effect of the Offer on their rights under the
Evolution Share Schemes.
12 The Evolution Directors and the effect of the Scheme on their interests
The Evolution Shares held by the Evolution Directors will be subject to the Scheme. Information on the Evolution Shares held by the
Evolution Directors is provided in paragraph 5 of Part VI (Additional Information) of this document.
Particulars of the service contracts and letters of appointment of the Evolution Directors are set out in paragraph 7 of Part VI (Additional
Information) of this document.
The effect of the Scheme on options and awards held by Evolution Directors in common with those held by other participants in the
Evolution Share Schemes, is described in paragraph 11 above of this Part II.
Save as set out above, the effect of the Scheme on the interests of the Evolution Directors does not differ from its effect on the like
interest of any other Shareholder.
13 Description of the Scheme and the Shareholder Meetings
(a) The Scheme
The Offer will be implemented by means of a Court-sanctioned scheme of arrangement between Evolution and its shareholders under
Part 26 of the Companies Act. The provisions of the Scheme are set out in full in Part III (The Scheme of Arrangement) of this document.
The purpose of the Scheme is to provide for Investec to become the holder of the entire issued ordinary share capital of Evolution. This
is to be 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 and/or its nominee(s). Investec 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.
It is intended that Investec will acquire or have allotted to it one deferred Evolution Share prior to the Scheme Record Time and this
deferred share will not be subject to the Scheme.
To become effective, the Scheme requires, amongst other things, the approval by a majority in number of Evolution Shareholders
representing at least 75 per cent. in value of the Evolution Shares held by such Evolution Shareholders voting, either in person or by
proxy, at the Court Meeting, together with the sanction of the Court and the passing by the Evolution Shareholders of the General
Meeting Resolution necessary to implement the Scheme at the General Meeting.
In addition, both the Scheme and the Capital Reduction must be approved by the Court. 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 as set
out above.
The Scheme also requires the satisfaction or waiver of the other Conditions set out in Part IV (Conditions and Further Terms) of this
document. These Conditions include, amongst others, the obtaining of certain anti-trust and regulatory clearances. Upon the Scheme
becoming effective, it will be binding on all Shareholders, irrespective of whether or not they attend or vote at the Court Meeting or the
General Meeting (and, if they attended and voted, whether or not they voted in favour).
(b) The Shareholder Meetings
Before the Court’s approval can be sought to sanction the Scheme, the Scheme will require approval of Evolution Shareholders at the
Court Meeting (being the approval of a majority in number of Evolution Shareholders who are present and vote either in person or by
proxy at the Court Meeting and who represent 75 per cent. or more in value of all Evolution Shares held by such Evolution Shareholders)
and the passing of the General Meeting Resolution by Shareholders at the General Meeting.
Notices of the Court Meeting and the General Meeting are set out in Parts IX (Notice of Court Meeting) and X (Notice of General Meeting)
of this document respectively.
All Evolution Shareholders whose names appear on the register of members of Evolution at 6.00 p.m. on 25 October 2011 or, if such
Shareholder Meetings are adjourned, on the register of members at 6.00 p.m. on the date two Business Days before the date set for
the adjourned Shareholder Meetings, shall be entitled to attend and vote at the relevant meeting in respect of the number of Evolution
Shares registered in their name at the relevant time.

The Court Meeting and General Meeting will be held at the offices of Jones Day at 21 Tudor Street, London EC4Y 0DJ.
The Court Meeting
The Court Meeting, which has been convened for 11.00 a.m. on 27 October 2011, is being held at the direction of the Court to seek
the approval of Evolution Shareholders for the Scheme. At the Court Meeting, voting will be by way of poll and each Evolution Shareholder
present in person or by proxy will be entitled to one vote for each Evolution Share held. In order for the resolution to be passed, it must
be approved by a majority in number of those Evolution Shareholders, present and voting, either in person or by proxy, representing 75
per cent. or more in value of all Evolution Shares held by such Evolution Shareholders.
It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied
that there is a fair and reasonable representation of Shareholder opinion.
The General Meeting
The General Meeting has been convened for 11.05 a.m. on 27 October 2011, or as soon thereafter as the Court Meeting has concluded
or been adjourned, to consider and, if thought fit, pass the General Meeting Resolution (which requires votes in favour representing at
least 75 per cent. of the votes cast) to approve:
(i) the cancellation of the Evolution Shares in accordance with the Scheme, representing a reduction of Evolution’s share capital equal
to the aggregate nominal value of such shares;
(ii) the subsequent issue of New Evolution Shares to Investec and/or its nominee(s) in accordance with the Scheme;
(iii) the giving of authority to the Evolution Directors pursuant to section 551 of the Companies Act to allot securities in Evolution;
(iv) certain amendments to the Evolution Articles (as described below); and
(v) the giving of authority to the Evolution Directors to allot a Deferred Share for cash.
The Deferred Share referred to in step (v) will be allotted and issued to Investec for a subscription price of one pence payable in cash.
By acquiring the Deferred Share prior to the Effective Date, there will be no requirement under section 593 of the Companies Act for an
independent valuation of the Evolution Shares allotted to Investec under the Scheme.
Amendments to the Evolution Articles
It is proposed that the Evolution Articles be amended to provide that, subject to the implementation of the Scheme, any Evolution Shares
issued on or after the Effective Date (other than to Investec and/or its nominees) will immediately be transferred to Investec (or as it may
direct) in consideration for and conditional upon Investec issuing 0.23124 New Investec Shares for each Evolution Share transferred (as
adjusted by the Evolution Directors in the event of any reorganisation of, or alteration to, the share capital of Evolution or Investec in such
manner, if any, as Evolution’s auditors may determine to be appropriate).
It is also proposed that the Evolution Articles be amended to ensure that any Evolution Shares which are issued after the General
Meeting but before the Scheme Record Time will be subject to and bound by the Scheme.
The proposed amendments to the Evolution Articles referred to above are set out in the Notice of General Meeting in Part X of this
document.
Entitlement to vote at the Shareholder Meetings
Each holder of Evolution Shares who is entered in Evolution’s register of members at the Voting Record Time (expected to be 6.00 p.m.
on 25 October 2011) will be entitled to attend and vote at the Court Meeting and the General Meeting. If either Shareholder Meeting is
adjourned, only those Shareholders on the register of members at 6.00 p.m. on the day which is two Business Days before the adjourned
meeting will be entitled to attend and vote.
Each Shareholder is entitled to appoint a proxy or proxies to attend and, on a poll, to vote instead of him or her. A proxy need not be a
Shareholder of the Company. A BLUE Form of Proxy for the Court Meeting and a WHITE Form of Proxy for the General Meeting, are
enclosed. To be valid those Forms of Proxy must be duly completed and signed and must be received by Capita, PXS, The Registry,
34 Beckenham Road, Beckenham, Kent BR3 4TU by 11.00 a.m. (for the Court Meeting) and 11.05 a.m. (for the General Meeting), both
times on 25 October 2011. However, in the case of the Court Meeting, the BLUE Form of Proxy can also be handed to representatives
of Capita or the Chairman of the meeting before the start of the meeting.
If you propose to attend the Shareholder Meetings, please detach and bring with you the attendance slip to assist your
admission.
Shareholders who return completed Forms of Proxy may still attend the Shareholder Meetings instead of their proxies and vote in person
if they wish. In the event of a poll on which a Shareholder votes in person, his/her proxy votes lodged with the Company will be excluded.
Registered Shareholders are entitled to appoint a proxy in respect of some or all of their Evolution Shares. Registered Shareholders are
also entitled to appoint more than one proxy. A space has been included in the Forms of Proxy to allow Shareholders to specify the
number of Evolution Shares in respect of which that proxy is appointed. Shareholders who return a Form of Proxy duly executed but leave
this space blank will be deemed to have appointed a proxy in respect of all of their Evolution Shares.
Registered Shareholders who wish to appoint more than one proxy in respect of their shareholding should contact Capita for further
Forms of Proxy or photocopy the Forms of Proxy as required. Such Shareholders should also read the section entitled “Multiple Proxy
Voting Instructions” on page 6 (Action to be Taken) of this document.
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If you hold your Evolution Shares in uncertificated form (i.e. in CREST) you may vote using the CREST Proxy Voting Service in accordance
with the procedures set out in the CREST manual (please also refer to the accompanying notes to the Notice of the General Meeting set
out at the end of this document). Proxies submitted via CREST (under CREST participant ID RA10) must be received by Capita not later
than 11.00 a.m. on 25 October 2011 in the case of the Court Meeting and by 11.05 a.m. on 25 October 2011 in the case of the General
Meeting or, in the case of any adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting.
Shareholders entitled to attend and vote at the Shareholder Meetings may appoint a proxy electronically by logging on to the website of
Capita at www.capitashareportal.com and entering the voting ID, task ID and shareholder reference number shown on their Forms of
Proxy. Full details of the procedure to be followed to appoint a proxy electronically are given on the website. Further information is also
included in the instructions included on the Forms of Proxy.
The completion and return of a Form of Proxy or the appointment of a proxy or proxies electronically or through CREST shall not prevent
a Shareholder from attending and voting in person at either Shareholder Meeting or any adjournment thereof, if a Shareholder so wishes
and is so certified.
Further information on the action to be taken is set out on pages 6 and 7 (Action to be Taken) of this document.
(c) Sanction of the Scheme by the Court
The Scheme also requires the sanction of the Court and the Capital Reduction must be confirmed by the Court. The Court hearing to
sanction the Scheme and confirm the Capital Reduction is expected to be held in December 2011. Investec has agreed to undertake to
the Court to execute and do and procure to be executed and done all such documents, acts and things as may be necessary or desirable
to be executed or done by it for the purpose of giving effect to this Scheme.
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.
If the Scheme is implemented, it will be binding on all Shareholders irrespective of whether or not they attend or vote in favour of the
Scheme at the Court Meeting or in favour of the General Meeting Resolution at the General Meeting. If the Scheme is not implemented
by 31 March 2012 (or such later date (if any) as Investec and Evolution may, with the consent of the Panel, agree and (if required) the
Court may allow), the Scheme will not be implemented and the Offer will not proceed.
14 Conditions to the Offer
The Conditions to the Offer are set out in full in Part IV (Conditions and Further Terms) of this document. In summary, the Offer is
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 approval of the Scheme by a majority in number of those Evolution Shareholders who are present and vote either in person or
by proxy at the Court Meeting and who represent 75 per cent. or more in value of the Evolution Shares held by them;
(iii) the passing of the resolution necessary to approve and implement the Scheme, as set out in the notice of General Meeting at Part
X (Notice of General Meeting) of this document;
(iv) 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);
(v) the delivery of a copy of the Scheme Court Order to the Registrar of Companies;
(vi) 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;
(vii) the satisfaction or waiver of certain antitrust and regulatory conditions, including, but not limited to, clearances from the OFT and
Irish Competition Authority and approval from the FSA, Central Bank of Ireland and Hong Kong Securities and Futures Commission
in respect of the Offer; and
(viii) the other Conditions set out in Part IV (Conditions and Further Terms) of this document which are not otherwise summarised in
paragraphs (i) to (vii) above being satisfied or waived.
The Conditions relating to the approval of the Scheme by the Evolution Shareholders, the passing of the resolutions necessary to
implement the Scheme at the General Meeting, the sanction of the Scheme and confirmation of the Capital Reduction by the Court, and
the Condition described in (vi) above regarding the Admission of the New Investec Shares, are not capable of being waived in whole or
in part.
15 Cancellation of listing of Evolution Shares and re-registration
Prior to the Scheme becoming effective, applications will be 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
20

London Stock Exchange’s market for listed securities, on or shortly after the Effective Date.
On the basis of the indicative timetable set out on page 5 of this document, the last day of dealings in, and registrations of transfers of,
Evolution Shares is expected to be in December 2011, following which the Evolution Shares will be temporarily suspended from the
Official List and trading on the London Stock Exchange’s main market for listed securities. No transfers for Evolution Shares will be
registered after that date.
On the Effective Date, Evolution will become a wholly owned subsidiary of Investec 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.
It is also proposed that following the Effective Date, Evolution will be re-registered as a private limited company.
16 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.
(a) 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 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 reserves the right to settle all or part of such consideration in the manner set out in sub-paragraph
(c) below if, for reasons outside its reasonable control, it is not able to effect settlement in accordance with this sub-paragraph (a).
(b) 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.
(c) 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 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 sub-paragraph (b) 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 this Part II without regard to any lien, right of set off, counterclaim or
analogous right to which Investec may otherwise be, or claim to be, entitled against any Evolution Shareholder.
(d) Excluded Overseas Shareholders
Due to restrictions on Excluded Overseas Shareholders holding New Investec Shares, Investec 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 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.
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17 Overseas Shareholders
(a) General
Overseas Shareholders may be affected by the laws of other jurisdictions in relation to the Offer, the Scheme or Admission. Overseas
Shareholders should inform themselves about and observe all applicable legal requirements.
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 Offer, 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 16(d)
of this Part II.
This document has been prepared for the purposes of complying with English law and the City Code and the rules of the FSA and the
information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance
with the laws of jurisdictions outside the United Kingdom. Overseas Shareholders should consult their own legal and tax advisers with
respect to the legal and tax consequences of the Offer in their particular circumstances
THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY, NOR SHALL
THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS DOCUMENT IN ANY JURISDICTION IN
CONTRAVENTION OF APPLICABLE LAW.
(b) 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 US 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 US 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 US 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
US Securities Act, except pursuant to an applicable exemption from the registration requirements of the US 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 US 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.
18 Taxation
Shareholders should read Part V (United Kingdom Taxation) of this document which contains a general description of the United Kingdom
tax consequences of the Offer. If they are in any doubt as to their tax position, they should contact their professional adviser immediately.
Evolution Shareholders who are or may be subject to tax outside the UK (including under US tax laws) should consult an appropriate
independent professional adviser as to the tax consequences of the Scheme.
19 Modifications to the Scheme
The Scheme contains a provision for Evolution and Investec to consent on behalf of all persons concerned to any modification of, or
addition to, the Scheme or to any condition approved or imposed by the Court. The Court would be unlikely to approve any modification
of, or additions to, or impose a condition to the Scheme which might be material to the interests of Evolution Shareholders unless
Evolution Shareholders were informed of such modification, addition or condition. It would be a matter for the Court to decide, in its
discretion, whether or not a further meeting of Evolution Shareholders should be held in these circumstances.
20 Right to implement the Offer by way of a Takeover Offer
Investec has reserved the right to elect to implement the acquisition of the Evolution Shares by way of a Takeover Offer as an alternative
to the Scheme. Any such Takeover Offer will be subject to an acceptance condition of Investec having acquired (whether pursuant to the
Offer or otherwise) such percentage (being more than fifty per cent.) of the Evolution Shares as Investec may decide, having consulted
with Evolution and the Panel, and will otherwise be implemented on the same terms (subject to appropriate amendments), so far as
applicable, as those which would apply to the Scheme and in compliance with applicable laws and regulations.
22

21 Further information
Your attention is drawn to the Chairman’s Letter in Part I of this document and the full text of the Scheme document as set out in Part
III (the Scheme of Arrangement) of this document. Your attention is also drawn to the following sections, which form part of this
document.
Part IV Conditions and Further Terms
Part V United Kingdom Taxation
Part VI Additional Information
Part VII Information Incorporated by Reference
Part VIII Definitions
Part IX Notice of Court Meeting
Part X Notice of General Meeting
22 Action to be taken
It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there
is a fair representation of shareholder opinion. Please refer to pages 6 and 7 (Action to be Taken) of this document for details of the
steps that you will need (and are encouraged) to take in connection with this document and the Offer.
George Maddison
For and on behalf of
Credit Suisse Securities (Europe) Limited
23

24
PART III
THE SCHEME OF ARRANGEMENT
IN THE HIGH COURT OF JUSTICE No. 8266 of 2011
CHANCERY DIVISION
COMPANIES COURT
IN THE MATTER OF THE EVOLUTION GROUP PLC
– and –
IN THE MATTER OF THE COMPANIES ACT 2006
SCHEME OF ARRANGEMENT
(under Part 26 of the Companies Act 2006)
BETWEEN
THE EVOLUTION GROUP PLC
AND
THE HOLDERS OF ITS SCHEME SHARES
(as hereinafter defined)
PRELIMINARY
(A) In this Scheme, unless inconsistent with the subject or context, the following expressions bear the following meanings:
“Act” the Companies Act 2006 (as amended)
“business day” a day on which London Stock Exchange plc is open for the transaction of business
“certificated” or “in
certificated form”
not in uncertificated form (that is, not in CREST)
“Company” The Evolution Group Plc, incorporated in England and Wales with registered number 3359425
“Court” the High Court of Justice in England and Wales
“Court Meeting” the meeting of Scheme Shareholders convened by order of the Court pursuant to section 896
of the Act to consider and, if thought fit, approve this Scheme, including any adjournment
thereof
“CREST” the system for the paperless settlement of trades in securities and the holding of uncertificated
securities operated by Euroclear in accordance with the Uncertificated Securities Regulations
2001
“Effective Date” the date on which this Scheme becomes effective in accordance with Clause 6
“Euroclear” Euroclear UK & Ireland Limited, incorporated in England and Wales with registered number
2878738
“Evolution Articles” means the articles of association of Evolution that came into force on 1 October 2008
“Evolution Shares” ordinary shares of 1 pence each in the capital of the Company
“holder” includes a person entitled by transmission
“Investec” Investec plc, registered in England and Wales with registered number 03633621
“Investec Group” Investec, Investec Limited and their respective subsidiaries
“Investec Shares” ordinary shares of £0.0002 each in the capital of Investec
“members” members of the Company on the register of members at any relevant date
“New Evolution Shares” the new Evolution Shares to be allotted and issued pursuant to Clause 1.2

“Registrar of Companies” the Registrar of Companies in England and Wales
“Scheme” this scheme of arrangement in its present form or with or subject to any modification, addition
or condition approved or imposed by the Court and agreed to by the Company and Investec
“Scheme Record Time” 6.00 p.m. on the business day immediately prior to the Effective Date
“Scheme Shareholders” registered holders of Scheme Shares
“Scheme Shares” (i) the Evolution Shares in issue at the date of this Scheme;
“uncertificated” or “in
uncertificated form”
(ii) any Evolution Shares issued after the date of this Scheme and before the Voting Record
Time; and
(iii) any Evolution Shares issued at or after the Voting Record Time and before the Scheme
Record Time in respect of which the original or any subsequent holders thereof are, or shall
have agreed in writing to be, bound by this Scheme
recorded on the relevant register as being held in uncertificated form in CREST and title to which
may be transferred by means of CREST
“Voting Record Time” 6.00 p.m. on the day which is two business 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 business days before the date
of such adjourned meeting
“£”, “pence” and “p” the lawful currency of the United Kingdom
and references to Clauses are to Clauses of this Scheme, and references to time are to London time.
(B) The share capital of the Company as at the close of business on 30 September 2011 was £232,680.307 divided into 232,680,307
Evolution Shares of 1 pence each, all of which were credited as fully paid. It is proposed that a deferred share of 1 pence be issued
to Investec for cash before the Scheme Record Time.
(C) At the date of this Scheme, 145,000 Evolution Shares are registered in the name of Investec Wealth & Investment Limited, a
subsidiary of Investec, who holds these shares on behalf of discretionary clients.
(D) Investec has agreed to appear by Counsel at the hearing to sanction this Scheme and to submit to be bound by and to undertake
to the Court to be bound by this Scheme and to execute and do or procure to be executed and done all such documents, acts and
things as may be necessary or desirable to be executed or done by it for the purpose of giving effect to this Scheme.
(E) Investec has agreed to procure that any member of the Investec Group holding Evolution Shares will appear by Counsel on the
hearing to sanction this Scheme and shall undertake in respect of such Evolution Shares to be bound by this Scheme.
THE SCHEME
1 Cancellation of Scheme Shares
1.1 The capital of the Company shall be reduced by cancelling and extinguishing all of the Scheme Shares.
1.2 Subject to and forthwith upon the said reduction of capital referred to in Clause 1.1 taking effect:
1.2.1 the share capital of the Company shall be increased to its former amount by the creation of such number of New Evolution
Shares as shall be equal to the number of Scheme Shares cancelled pursuant to Clause 1.1; and
1.2.2 the reserve arising in the books of account of the Company as a result of the said reduction of capital shall be capitalised
and applied in paying up in full at par the New Evolution Shares created pursuant to Clause 1.2.1 which shall be allotted
and issued credited as fully paid to Investec and/or its nominee(s).
2 Consideration for the cancellation of the Scheme Shares
2.1 In consideration for the cancellation of the Scheme Shares and the allotment and issue of the New Evolution Shares as provided in
Clause 1, Investec shall (subject to the remaining provisions of this Scheme) allot and issue to the holders of Scheme Shares (as
appearing in the register of members of the Company at the Scheme Record Time):
For every Scheme Share 0.23124 Investec Shares
2.2 The aggregate number of Investec Shares to which a holder of Scheme Shares shall be entitled under Clause 2.1 shall be rounded
down to the nearest whole number. No fractions of Investec Shares shall be allotted to any holder of Scheme Shares, and all
fractions to which, but for this Clause 2.2, holders of Scheme Shares would have become entitled shall be disregarded.
2.3 The Investec Shares to be issued pursuant to Clause 2.1 shall be issued, credited as fully paid, and shall rank equally in all respects
with all other fully paid Investec Shares and shall be entitled to all dividends and other distributions declared, paid or made by
Investec by reference to a record date on or after the Effective Date.
25

3 Overseas Shareholders
3.1 The provisions of Clause 2 shall be subject to any prohibition or condition imposed by law. Without prejudice to the generality of the
foregoing, if, in respect of any holder of Scheme Shares with a registered address in a jurisdiction outside the United Kingdom, or
whom Investec reasonably believes to be a citizen, resident or national of a jurisdiction outside the United Kingdom Investec is
advised that the allotment and/or issue of Investec Shares pursuant to Clause 2 would or may infringe the laws of such jurisdiction
or would or may require Investec to comply with any governmental or other consent or any registration, filing or other formality with
which Investec is unable to comply or compliance with which Investec regards as unduly onerous, Investec may, in its sole discretion,
either:
26
3.1.1 determine that such Investec Shares shall be sold, in which event the Investec Shares shall be issued to such holder and
Investec shall appoint a person to act pursuant to this Clause 3.1.1 and such person shall be authorised on behalf of such
holder to procure that any shares in respect of which Investec has made such determination shall, as soon as practicable
following the Effective Date, be sold; or
3.1.2 determine that such Investec Shares shall not be issued to such holder but shall instead be issued to a nominee for such
holder appointed by Investec on terms that the nominee shall, as soon as practicable following the Effective Date, sell the
Investec Shares so issued.
3.2 Any sale under Clause 3.1 shall be carried out at the best price which can reasonably be obtained at the time of sale and the net
proceeds of such sale (after the deduction of all expenses and commissions incurred in connection with such sale, including any
value added tax payable on the proceeds of sale) shall be paid to such holder by sending a cheque or creating an assured payment
obligation in accordance with the provisions of Clause 4.1.
3.3 To give effect to any sale under Clause 3.1, the person appointed by Investec in accordance with Clause 3.1.1 shall be authorised
as attorney on behalf of the holder concerned, and the nominee appointed by Investec in accordance with Clause 3.1.2 shall be
authorised, to execute and deliver as transferor a form of transfer or other instrument or instruction of transfer and to give such
instructions and to do all other things which he may consider necessary or expedient in connection with such sale. In the absence
of bad faith or wilful default, none of the Company, Investec or the person or nominee so appointed shall have any liability for any
loss or damage arising as a result of the timing or terms of such sale.
4 Settlement of consideration
4.1 As soon as practicable after the Effective Date and in any event no later than 14 days after the Effective Date, Investec shall:
4.1.1 allot and issue the Investec Shares which it is required to allot and issue to holders of Scheme Shares pursuant to this
Scheme and:
(a) in the case of Scheme Shares which at the Scheme Record Time are in certificated form, procure the despatch of
certificates for such Investec Shares to the persons entitled thereto in accordance with Clause 4.2; and
(b) in the case of Scheme Shares which at the Scheme Record Time are in uncertificated form, procure that Euroclear is
instructed to credit the appropriate stock account in CREST of the relevant holder with such holder’s entitlement to
such Investec Shares, provided that Investec reserves the right to settle all or part of such consideration in the
manner set out in Clause 4.1.1(a) if, for reasons outside its reasonable control, it is not able to effect settlement in
accordance with this Clause 4.1.1(b);
4.1.2 in the case of Scheme Shares sold pursuant to Clause 3.1 which at the Scheme Record Time are in certificated form,
procure the despatch to the persons entitled thereto in accordance with Clause 4.2 of cheques for the sums payable to
them respectively in accordance with Clause 3; and
4.1.3 in the case of Scheme Shares sold pursuant to Clause 3.1 which at the Scheme Record Time are in uncertificated form,
procure that Euroclear is instructed to create an assured payment obligation in favour of the payment bank of the persons
entitled thereto in accordance with the CREST assured payment arrangements for the sums payable to them respectively
in accordance with Clause 3, provided that Investec reserves the right to make payment of the said sums by cheque as
set out in Clause 4.1.2 if, for reasons outside its reasonable control, it is not able to effect settlement in accordance with
this Clause 4.1.3.
4.2 All deliveries of share certificates or cheques pursuant to this Scheme shall be effected by sending the same by first class post in
prepaid envelopes addressed to the persons entitled thereto at their respective addresses as appearing in the register of members
of the Company or, in the case of joint holders, at the address of that one of the joint holders whose name stands first in the said
register in respect of such joint holding, at the Scheme Record Time, and none of Investec, the Company or any person or nominee
appointed by Investec shall be responsible for any loss or delay in the transmission or delivery of any share certificates or cheques
sent in accordance with this Clause 4.2, which shall be sent at the risk of the persons entitled thereto.
4.3 All cheques shall be made payable to the persons respectively entitled to the moneys represented thereby (except that, in the case
of joint holders, Investec reserves the right to make such cheques payable to that one of the joint holders whose name stands first
in the register of members of the Company at the Scheme Record Time in respect of such joint holding) and the encashment of any
such cheque or the creation of any such assured payment obligation as is referred to in Clauses 4.1.3 shall be a complete discharge
to Investec for the moneys represented thereby.
4.4 The provisions of this Clause 4 shall be subject to any prohibition or condition imposed by law.

5 Share certificates and cancellation of entitlements
With effect from and including the Effective Date:
5.1 all certificates representing Scheme Shares shall cease to have effect as documents of title to the Scheme Shares comprised
therein and every holder of Scheme Shares shall be bound at the request of the Company to deliver up the same to the Company
or to destroy the same; and
5.2 Euroclear shall be instructed to cancel the entitlements to Scheme Shares of holders of Scheme Shares in uncertificated form and
appropriate entries shall be made in the register of members of the Company with effect from the Effective Date to reflect their
cancellation.
6 Effective Time
6.1 This Scheme shall become effective in accordance with its terms as soon as a copy of the order of the Court sanctioning this
Scheme under section 899 of the Act and confirming under section 648 of the Act the reduction of capital provided for by this
Scheme shall have been delivered to the Registrar of Companies for registration.
6.2 Unless this Scheme shall have become effective on or before 31 March 2012 or such later date, if any, as Investec and the
Company may agree and the Court may allow, this Scheme shall never become effective.
7 Modification
Investec and the Company may jointly consent on behalf of all concerned to any modification of, or addition to, this Scheme or to any
condition, which the Court may approve or impose.
Dated 3 October 2011
27

28
PART IV
CONDITIONS AND FURTHER TERMS
Part A: Conditions of the Offer
1 The Offer is conditional upon the Scheme becoming unconditional and becoming effective subject to the City Code, by no later than
31 March 2012 or such later date (if any) as Investec and Evolution may, with the consent of the Panel, agree and (if required) the
Court may allow.
2 The Scheme is conditional upon:
(a) approval of the Scheme by a majority in number of the Scheme Shareholders entitled to vote and present and voting, either in
person or by proxy, at the Court Meeting or at any adjournment of such meeting, representing no less than 75 per cent. in value
of the Scheme Shares so voted;
(b) all resolutions in connection with, or necessary to approve and implement, the Scheme as set out in the notice of the General
Meeting being duly passed by the requisite majority at the General Meeting or at any adjournment of that meeting;
(c) the sanction of the Scheme and the confirmation of the Capital Reduction in either case, without modification or with
modification (on terms reasonably acceptable to Investec and Evolution) by the Court and the delivery for registration of copies
of the Scheme Court Order and the statement of capital attached thereto to the Registrar of Companies.
3 In addition, Evolution and Investec have agreed that, subject to Part B below, the Scheme is also conditional upon the following
Conditions and, accordingly, the necessary actions to make the Scheme effective will not be taken unless the following Conditions
(as amended if appropriate) have been satisfied (where capable of satisfaction) or where permitted, waived, prior to the Scheme
being sanctioned by the Court in accordance with Condition 2(c) above:
(a) insofar as the Scheme creates a relevant merger situation within the meaning of section 23 of the Enterprise Act 2002, the
Office of Fair Trading indicating in terms reasonably satisfactory to Investec that it has decided not to refer the Scheme or any
part of it to the Competition Commission (“UK Competition Commission”); and
(b) to the extent the Scheme falls to be notified under section 18(1) of the Competition Act 2002 (as amended) (the “Irish
Competition Act”), the Irish Competition Authority either informing the parties of its determination under section 21(2)(a) of
the Irish Competition Act that the Scheme may be put into effect or the period specified in section 19(1)(c) of the Irish
Competition Act elapsing without the Irish Competition Authority having informed the parties of the determination (if any);
(c) the FSA having formally (and unconditionally or on such terms satisfactory to Investec (acting reasonably)) approved Investec
and any relevant affiliate of Investec which would be deemed to be acquiring control (as such term is defined in FSMA) as a
controller of all and any relevant entities within the Evolution Group which are authorised in the UK by the FSA under FSMA
(pursuant to the provisions of Part XII of FSMA);
(d) the Securities and Futures Commission of Hong Kong having formally (and unconditionally or on terms satisfactory to Investec
(acting reasonably)) approved, under section 132 of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong
(the “SFO”)), as a substantial shareholder (as such term is defined in the SFO), Investec, and any relevant affiliate of Investec
which would be deemed to be a substantial shareholder in respect of all and any entities within the Evolution Group which are
licensed corporations (as such term is defined in the SFO);
(e) Central Bank of Ireland having formally (and unconditionally or on terms satisfactory to Investec (acting reasonably)) approved
Investec and any relevant affiliate of Investec which would be deemed to be acquiring a direct or indirect qualifying holding (as
such term is defined in European Communities (Assessment of Acquisitions in the Financial Sector) Regulations 2009) in
respect of all and any of the entities within the Evolution Group which are UCITS management companies under Regulation 21
of Statutory Instrument Number 353 of 2011;
(f) (i) 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 (ii) 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;
(g) all necessary material notifications and filings having been made in connection with the Offer and all statutory and regulatory
obligations in connection with the Offer in any relevant jurisdiction having been complied with and all Authorisations deemed
reasonably necessary or appropriate by Investec in any relevant jurisdiction for, or in respect of, the Offer and, the acquisition
or the proposed acquisition of the Evolution Shares by Investec or any member of the Wider Investec Group having been
obtained in terms reasonably satisfactory to Investec from all appropriate Third Parties, all or any applicable waiting and other
time periods having expired, lapsed or been terminated (as appropriate) and all such Authorisations (together with all material
Authorisations deemed reasonably necessary or appropriate to carry on the business of any member of the Wider Evolution
Group) remaining in full force and effect at the time at which the Scheme becomes effective and there being no notice of any
intention to revoke, suspend, restrict, amend or not to renew any such Authorisations;

(h) no Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference, or having required any action to be taken, or otherwise having done anything, or having
enacted, made or proposed any statute, regulation or order, or taken any other step that would or might reasonably be expected
to:
(i) require, prevent or delay the divestiture, or alter the terms envisaged for any proposed divestiture by any member of the
Wider Investec Group or any member of the Wider Evolution Group of all or any material part of their respective businesses,
assets or properties or impose any limitation on the ability of any member of the Wider Investec Group or the Wider
Evolution Group to conduct its business (or any part of it) or to own any of its assets or property or any part of them which,
in any such case, is material in the context of the Wider Evolution Group taken as a whole;
(ii) save pursuant to the Scheme or sections 974 to 991 of the Companies Act, require any member of the Wider Investec
Group or of the Wider Evolution Group to make an offer to acquire, any shares or other securities (or the equivalent) of any
member of the Wider Evolution Group owned by any third party;
(iii) impose any limitation on, or result in a material delay in, the ability of Investec directly or indirectly to acquire or to hold or
to exercise effectively directly or indirectly all or any rights of ownership in respect of shares or loans or securities convertible
into shares or any other securities (or the equivalent) in Evolution or the ability of Investec to hold or exercise effectively
any rights of ownership of shares, loans or other securities in, or to exercise management control over any member of the
Wider Evolution Group or require a divestiture by Investec or any member of the Wider Investec Group of any rights or
ownership in respect of shares or other securities in Evolution which, in any case, is material in the context of the Wider
Evolution Group as a whole;
(iv) otherwise adversely affect the business, assets, liabilities, financial or trading position, profits or prospects of any member
of the Wider Evolution Group, in each case to an extent which is material in the context of the Wider Evolution Group taken
as a whole;
(v) result in any member of the Wider Evolution Group ceasing to be able to carry on business under any name under which
it presently does so (the consequence of which would be material in the context of the Wider Evolution Group taken as a
whole); or
(vi) make the Offer, its implementation or the acquisition or proposed acquisition by Investec or any member of the Wider
Investec Group of any shares or other securities in, or control or management of, Evolution void, unenforceable or illegal,
or restrict, prohibit or delay to a material extent or otherwise materially interfere with the implementation of, or impose
material additional conditions or obligations with respect to, the Offer, or otherwise materially challenge or require material
amendment of, the Offer or the acquisition or proposed acquisition of any Evolution Shares or the acquisition of control of
Evolution or any member of the Wider Evolution Group by Investec,
and all applicable waiting and other time periods during which any such Third Party could decide to take, institute, implement
or threaten any such action, proceedings, suit, investigation, enquiry or reference or take any other step under the laws of any
jurisdiction having expired, lapsed or been terminated;
(i) save as Disclosed, there being no provision of any arrangement, agreement, lease, licence, permit or other instrument to which
any member of the Wider Evolution Group is a party or by or to which any such member or any of its assets is or may be bound
or be subject, which as a consequence of the Offer or the acquisition or the proposed acquisition by Investec or any member
of the Wider Investec Group of any shares or other securities (or the equivalent) in Evolution or because of a change in the
control or management of any member of the Wider Evolution Group or otherwise, would result, in any case to an extent which
is material in the context of the Wider Evolution Group taken as a whole, in:
(i) any monies borrowed by, or any other indebtedness, actual or contingent, of, any member of the Wider Evolution Group
being or becoming repayable, or being capable of being declared repayable immediately or prior to their or its stated
maturity, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited;
(ii) the creation or enforcement of any mortgage, charge or other security interest, over the whole or any part of the business,
property or assets of any member of the Wider Evolution Group or any such mortgage, charge or other security interest
(whenever arising or having arisen) becoming enforceable;
(iii) any such arrangement, agreement, lease, licence, permit or other instrument being terminated or adversely modified or
affected or any onerous obligation or liability arising or any adverse action being taken thereunder;
(iv) any assets or interests of any member of the Wider Evolution Group being or falling to be disposed of or charged or any
right arising under which any such asset or interest could be required to be disposed of or charged;
(v) the rights, liabilities, obligations or interests of any member of the Wider Evolution Group in, or the business of any such
member with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business)
being terminated, adversely modified or affected;
(vi) any such member of the Wider Evolution Group ceasing to be able to carry on business under any name under which it
presently does so;
29

30
(vii) the value or financial or trading position or profits of Evolution or any member of the Wider Evolution Group being prejudiced
or adversely affected; or
(viii) the creation of any liability (actual or contingent) by any member of the Wider Evolution Group;
(j) save as Disclosed, no member of the Wider Evolution Group having since 31 December 2010:
(i) issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue of
additional shares of any class, or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe
for or acquire, any such shares or convertible securities (save as between Evolution and wholly-owned subsidiaries of
Evolution and save for the issue of Evolution Shares pursuant to or in connection with the exercise or vesting of options or
awards granted under, or the grant of options or awards under, the Evolution Share Schemes);
(ii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus issue, dividend or
other distribution whether payable in cash or otherwise other than dividends (or other distributions whether payable in cash
or otherwise) lawfully paid or made by any wholly-owned subsidiary of Evolution to Evolution or any of its wholly-owned
subsidiaries;
(iii) other than pursuant to the implementation of the Offer (and save for transactions between Evolution and its wholly-owned
subsidiaries and transactions in the ordinary course of business) implemented, effected, authorised, proposed or
announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation,
scheme, commitment or acquisition or disposal of assets or shares (or the equivalent thereof) in any undertaking or
undertakings that is material in context of the Wider Evolution Group taken as a whole or any change in its share or loan
capital (save for the issue of Evolution Shares on the exercise or vesting of options or awards granted before the date of
this announcement under the Evolution Share Schemes);
(iv) (save for transactions between Evolution and its wholly-owned subsidiaries and save for transactions in the ordinary course
of business) disposed of, or transferred, mortgaged or created any security interest over any asset or any right, title or
interest in any asset that is material in the context of the Wider Evolution Group taken as a whole or authorised, proposed
or announced any intention to do so;
(v) (save for transactions between Evolution and its wholly-owned subsidiaries) issued, authorised or proposed or announced
an intention to authorise or propose, the issue of any debentures or (save for transactions between Evolution and its
wholly-owned subsidiaries or transactions under existing credit arrangements or in the ordinary course of business) incur
any indebtedness or contingent liability;
(vi) entered into or varied or authorised, proposed or announced an intention to enter into or vary any contract, arrangement,
agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) otherwise than in the
ordinary course of business which is of a long term, unusual or onerous nature or magnitude or which involves or is
reasonably likely to involve an obligation of such a nature or magnitude which is, in any such case, or which is or is likely
to be restrictive on the business of any member of the Wider Evolution Group, which is, in any such case, material in the
context of the Wider Evolution Group;
(vii) entered into or varied to a material extent or authorised, proposed or announced its intention to enter into or vary to a
material extent the terms of, or make any offer (which remains open for acceptance) to enter into or vary to a material
extent the terms of, any service agreement with any director or, save for salary increases, bonuses or variations of terms
in the ordinary course, senior executive of Evolution;
(viii) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating
to the employment or termination of employment of any person employed by the Wider Evolution Group, which is, in any
such case, material in the context of the Wider Evolution Group;
(ix) purchased, redeemed or repaid or announced a proposal to purchase, redeem or repay any of its own shares or other
securities (or the equivalent) or reduced or made any other change to or proposed the reduction or other change to any
part of its share capital, save for the allotment of shares in connection with the Evolution Share Schemes pursuant to
rights granted before the date of this announcement or as between Evolution and wholly-owned subsidiaries of Evolution;
(x) waived, compromised or settled any claim otherwise than in the ordinary course of business which is material in the
context of the Wider Evolution Group as a whole;
(xi) terminated or varied the terms of any agreement or arrangement between any member of the Wider Evolution Group and
any other person in a manner which would or might reasonably be expected to have a material adverse effect on the
financial position of the Wider Evolution Group taken as a whole;
(xii) (save as disclosed on publicly available registers or as envisaged in accordance with the terms of the Scheme) made any
alteration to its articles of association;
(xiii) made or agreed or consented to any significant change to the terms of the trust deeds constituting the pension schemes
established for its directors and/or employees and/or their dependants or to the benefits which accrue, or to the pensions
which are payable, thereunder, or to the basis on which qualification for or accrual or entitlement to such benefits or
pensions are calculated or determined or to the basis upon which the liabilities (including pensions) of such pension

schemes are funded or made, or agreed or consented to any change to the trustees involving the appointment of a trust
corporation which is, in any such case, material in the context of the Wider Evolution Group taken as a whole;
(xiv) been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of any
business which is material in the context of the Wider Evolution Group as a whole;
(xv) (other than in respect of a company which is dormant and was solvent at the relevant time) taken or proposed any
corporate action or had any action or proceedings or other steps instituted against it for its winding-up (voluntary or
otherwise), dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee
or similar officer of all or any material part of its assets or revenues or any analogous proceedings in any jurisdiction or
appointed any analogous person in any jurisdiction; or
(xvi) entered into any agreement, arrangement or commitment or passed any resolution or made any proposal or announcement
with respect to, or to effect, any of the transactions, matters or events referred to in this Condition (j);
(k) save as Disclosed, since 31 December 2010 there having been:
(i) no adverse change or deterioration in the business, assets, financial or trading position or profits or prospects of any
member of the Wider Evolution Group which is material in the context of the Wider Evolution Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings having been announced or instituted by or
against or remaining outstanding against or in respect of any member of the Wider Evolution Group and no enquiry or
investigation by or complaint or reference to any Third Party against or in respect of any member of the Wider Evolution
Group having been threatened, announced or instituted or remaining outstanding, against or in respect of any member of
the Wider Evolution Group and which in any such case might reasonably be expected to be material in the context of the
Wider Evolution Group taken as a whole;
(iii) no contingent or other liability having arisen or become apparent to any member of the Investec Group which might
reasonably be expected to adversely affect any member of the Wider Evolution Group which is material in the context of
the Wider Evolution Group taken as a whole; and
(iv) no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any
licence held by any member of the Wider Evolution Group which is necessary for the proper carrying on of its business
which is material in the context of the Wider Evolution Group taken as a whole;
(l) save as Disclosed, Investec not having discovered:
(i) that the financial, business or other information concerning the Wider Evolution Group publicly announced or fairly disclosed
at any time by or on behalf of any member of the Wider Evolution Group is misleading, contains a misrepresentation of fact
or omits to state a fact necessary to make the information contained therein not misleading and which is in any case,
material in the context of the Wider Evolution Group as a whole;
(ii) that any member of the Wider Evolution Group is, otherwise than in the ordinary course of business, subject to any liability,
contingent or otherwise, which is material in the context of the Wider Evolution Group taken as a whole; or
(iii) any information which adversely affects the import of any information disclosed at any time by or on behalf of the Evolution
Group and which is material in the context of the Wider Evolution Group taken as a whole.
Part B: Certain Further Terms of the Offer
1 Subject to the requirements of the Panel, or if required, the Court, Investec reserves the right to waive (in whole or in part, all or any
of the above Conditions in paragraph 3 (other than 3(f)). The Scheme will not become effective unless the Conditions have been fulfilled
or (if capable of waiver) waived or where appropriate, have been determined by Investec to be or remain satisfied by no later than the
date referred to in Condition 1 (or such later date as Investec, Evolution, the Panel and, if required, the Court, may allow).
2 Investec shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any
of the Conditions in paragraphs 3(a) to (l) (inclusive) by a date earlier than the latest date for the fulfilment of that Condition notwithstanding
that the other conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such Conditions may not be capable of fulfilment.
3 If Investec is required by the Panel to make an offer for Evolution Shares under the provisions of Rule 9 of the Code, Investec may
make such alterations to any of the above Conditions, including Condition 1 above, and to the terms of the Offer as are necessary to
comply with the provisions of that Rule.
4 Investec reserves the right, with the consent of the Panel, to elect to implement the acquisition of the Evolution Shares by way of a
Takeover Offer (as defined in Part 28 of the Companies Act) as an alternative to the Scheme. Any such Takeover Offer will be implemented
on substantially the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments
to reflect the change in method of effecting the acquisition including (without limitation and subject to the consent of the Panel) an
acceptance condition set at such percentage as Investec may decide, and in compliance with applicable laws and regulations.
5 The Scheme will lapse if it is referred to the UK Competition Commission before the later of the time of the Court Meeting and the
31

time of the General Meeting. In such event, Evolution will not be bound by the terms of the Scheme.
6 The availability of the Offer to Evolution Shareholders who are not resident in the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of,
and observe, any applicable requirements.
7 Under Rule 13.4 of the Code, Investec may only invoke a Condition to the Offer so as to cause the Scheme not to proceed, to lapse
or to be withdrawn where the circumstances which give rise to the right to invoke the Condition are of material significance to Investec
in the context of the Offer. The Conditions contained in paragraphs 1, 2, 3(a) and 3(f) above are not subject to Rule 13.4 of the Code.
8 The Offer and Scheme will be governed by English law and will be subject to the exclusive jurisdiction of the English courts.
32

PART V
UNITED KINGDOM TAXATION
The following paragraphs, which are intended as a general guide only, are based on current UK tax legislation and practice
of Her Majesty’s Revenue & Customs (“HMRC”). They summarise certain limited aspects of the UK tax treatment of the
Scheme, do not constitute tax advice and relate only to the position of Scheme Shareholders who are resident or ordinarily
resident in the UK for taxation purposes and who hold their Scheme Shares beneficially as an investment (other than under
a personal equity plan or an individual savings account) and who have not (and are not deemed to have) acquired their
Scheme Shares by virtue of an office or employment. In addition, certain categories of Scheme Shareholders, such as
brokers, dealers or traders in shares or securities, insurance companies and collective investment schemes may be subject
to special rules and this summary does not apply to such Scheme Shareholders. If you are in any doubt as to your taxation
position, or you are subject to taxation in a jurisdiction other than the UK, you should consult an appropriate independent
professional financial adviser immediately.
Special tax provisions may apply to Scheme Shareholders who have acquired or who acquire their Scheme Shares through
the exercise of options or the vesting of awards under the Evolution Share Schemes, including provisions imposing a charge
to income tax. This summary does not apply to such shareholders and such shareholders are advised to seek independent
professional advice.
1 UK taxation on chargeable gains
1.1 Offer of New Investec Shares
To the extent that a Scheme Shareholder receives New Investec Shares in exchange for Scheme Shares and does not hold (either alone
or together with persons connected to him) more than five per cent. of, or of any class of, shares in or debentures of Evolution, he will
not be treated as having made a disposal of his Scheme Shares. Instead, the New Investec Shares will be treated as the same asset as
those Scheme Shares in respect of which he received the New Investec Shares, acquired at the same time and for the same consideration
as those shares.
Any Scheme Shareholder who holds (either alone or together with persons connected with him) more than five per cent of, or of any class
of, shares in or debentures of Evolution is advised that an application for clearance has been made to HMRC under Section 138 of the
Taxation of Chargeable Gains Act 1992 in respect of the Offer. If such clearance is given, any such shareholder should be treated in the
manner described in the preceding paragraph. The Offer is not conditional on such clearance being obtained.
1.2 Disposal of New Investec Shares
A subsequent disposal of the New Investec Shares may, depending on individual circumstances of the person making the disposal
(including the availability of exemptions and allowable losses), give rise to a liability to UK taxation of chargeable gains. Any chargeable
gain or allowable loss on a disposal of the New Investec Shares should be calculated taking into account a proportion of the allowable
cost to the holder of acquiring his Scheme Shares.
Additionally for corporate Scheme Shareholders, when calculating a chargeable gain but not an allowable loss, indexation allowance on
that amount of the original allowable cost should be added. This indexation allowance will be calculated by reference to the date of
disposal of the New Investec Shares.
2 Tax on Income
2.1 Dividends on New Investec Shares
Investec will not be required to withhold tax at source when paying a dividend.
A UK resident individual holder of New Investec Shares who receives a dividend from Investec will be entitled to a tax credit which may
be set off against the shareholder’s total income tax liability on the dividend. The tax credit will be equal to l0 per cent. 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 l0 per cent. 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 per cent. of the gross
dividend (which is also equal to 25 per cent. 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 liability on the
gross dividend and such shareholder will have to account for additional income tax equal to 32.5 per cent. of the gross dividend (which
is also equal to approximately 36 per cent. 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 holder of New Investec Shares 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.
Holders of New Investec Shares who are within the charge to corporation tax will be subject to corporation tax on dividends paid by
Investec, 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 would generally be exempt for such shareholders.
33

Such shareholders will not be able to claim repayment of tax credits attaching to dividends.
Non-UK resident holders of New Investec Shares will not generally be able to claim repayment from HMRC of any part of the tax credit
attaching to dividends paid by Investec. Holders of New Investec Shares 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.
2.2 Miscellaneous
In addition to the clearance under Section 138 of the Taxation of Chargeable Gains Act 1992 referred to in paragraph 1.1 above, an
application for clearance has been made to HMRC, pursuant to section 748 of the Corporation Tax Act 2010 and section 701 of the
Income Tax Act 2007, that the anti-avoidance provisions of section 733 of the Corporation Tax Act 2010 and section 684 of the Income
Tax Act 2007 respectively, relating to certain transactions in securities, will not apply to the transactions contemplated by the Scheme.
The Offer is not conditional on such clearance being obtained.
3 Stamp Duty and Stamp Duty Reserve Tax (‘‘SDRT’’)
3.1 Acceptance of the Offer
No UK stamp duty or SDRT will generally be payable by Scheme Shareholders as a result of the implementation of the Scheme.
3.2 New Investec Shares
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 New Investec Shares in registered form by Investec.
Transfers on sale of New Investec Shares will generally be subject to UK stamp duty at the rate of 0.5 per cent. of the consideration given
for the transfer (rounded up to the next £5). The purchaser normally pays the stamp duty.
An agreement to transfer New Investec Shares will normally give rise to a charge to SDRT at the rate of 0.5 per cent. of the amount or
value of the consideration payable for the transfer. 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, generally with interest, and if the SDRT has not been paid the SDRT charge is cancelled. SDRT is, in general,
payable by the purchaser.
Paperless transfers of New Investec Shares within the CREST system are generally liable to SDRT, rather than stamp duty, at the rate of
0.5 per cent. 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 New Investec Shares are issued or transferred (a) to, or to a nominee (or, in the case of a transfer, an agent) 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 per cent. of
the amount or value of the consideration given or, in certain circumstances, the value of the shares. However, the European Courts of
Justice has found in C-569107 HSBC Holdings Plc and Vidacos Nominees Limited v The Commissioners of Her Majesty’s Revenue &
Customs that the 1.5 per cent. 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 seek to apply 1.5 per cent. stamp duty or 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 susceptible 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.
34

PART VI
ADDITIONAL INFORMATION
1 Responsibility Statements
1.1 The Evolution Directors, whose names are set out in paragraph 2.1 of this Part VI, each accept responsibility for the information
contained in this document other than information for which responsibility is taken by others pursuant to paragraph 1.2 of this Part VI.
To the best of the knowledge and belief of the Evolution Directors (who have taken all reasonable care to ensure that such is the case),
the information contained in this document for which they are responsible is in accordance with the facts and does not omit anything
likely to affect the import of such information.
1.2 The Investec Directors, whose names are set out in paragraph 2.2 of this Part VI, each accept responsibility for the information
contained in this document relating to the Investec Group and the Investec Directors and their immediate families, related trusts and
companies. To the best of the knowledge and belief of the Investec Directors (who have taken all reasonable care to ensure that such is
the case), the information contained in this document for which they are responsible is in accordance with the facts and does not omit
anything likely to affect the import of such information.
2 Directors
2.1 The Evolution Directors and their principal functions are as follows:
Name Current Position
Martin Gray Non-Executive Chairman
Alex Snow Chief Executive
Philip Howell Executive Director
Peter Gibbs Senior Independent Non-Executive Director
Christopher Chambers Non-Executive Director
Roger Perkin Non-Executive Director
Lord MacLaurin Non-Executive Director
2.2 The Investec Directors and their principal functions are as follows:
Name Current Position
Hugh S Herman Non-Executive Chairman
Stephen Koseff Chief Executive Officer
Bernard Kantor Managing Director
Glynn Burger Group Risk and Finance Director
Hendrik du Toit Investec Asset Management Chief Executive Officer
Sam E Abrahams Non-Executive Director
George F O Alford Non-Executive Director
Cheryl A Carolus Non-Executive Director
Peregrine KO 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
Sir David Prosser Non-Executive Director (Senior Independent Director)
Peter R S Thomas Non-Executive Director
Fani Titi Non-Executive Director
35

3 Persons acting in concert
3.1 In addition to the Investec Directors, the persons who, for the purposes of the City Code, are acting in concert with Investec in
respect of the Offer are:
36
Name Type Registered Office Relationship with Investec
Merrill Lynch International
(BAML)
Private unlimited company
registered in England and
Wales
Hargreave Hale Limited Private company registered
in England and Wales
Investec Wealth &
Investment Limited
Investec Asset Management
Limited
Private company registered
in England and Wales
Private company registered
in England and Wales
2 King Edward Street, London
EC1A 1HQ
Neptune Court, Hallam Way,
Blackpool, FY4 5LZ
2 Gresham Street, London,
EC2V 7QP
2 Gresham Street, London,
EC2V 7QP
connected adviser
Investec controls 33.18 per
cent. of Hargreave Hale Limited
subsidiary
subsidiary
3.2 The persons who, for the purposes of the City Code, are acting in concert with Evolution in respect of the Offer are:
Name Type Registered Office Relationship with Investec
Credit Suisse Private company registered in
England and Wales
Williams de Broë Private Company registered in
England and Wales
Capita Trustees Limited Private Company registered in
Jersey
Capita IRG Trustees Limited Private Company registered in
England and Wales
One Cabot Square, London
E14 4QJ
100 Wood Street, London
EC2V 7AN
12 Castle Street, St Helier,
Jersey JE2 3RT
The Registry, 34 Beckenham
Road, Beckenham, Kent BR3
4TU
connected adviser
subsidiary
trustee of the Evolution
Employee’s Share Trust
trustee of the SIP
4 Market quotations
The following table shows the closing-middle market prices, as derived from the daily Official List, for Evolution Shares and Investec
Shares on:
4.1 the first Business Day in each of the six months immediately prior to the date of publication of this document on 3 October 2011;
4.2 2 August 2011 (being the last Business Day prior to the commencement of the Offer Period in respect of Evolution for the purposes
of the City Code in connection with the Offer); and
4.3 30 September 2011 (the latest practicable date prior to publication of this document):
Date Evolution Shares Investec Shares
30 September 2011 80.00p 349.60p
2 August 2011 73.50p 462.30p
1 August 2011 78.50p 470.80p
1 July 2011 63.50p 512.50p
1 June 2011 70.50p 505.00p
3 May 2011 72.25p 485.90p
1 April 2011 72.25p 487.70p
1 March 2011 78.50p 468.40p
1 February 2011 68.25p 487.70p
5 Interests and dealings
5.1 Definitions
For the purposes of this paragraph 5:
(i) “acting in concert” with Investec or Evolution, as the case may be, means any such person acting or deemed to be acting in
concert with Investec or Evolution, as the case may be, for the purposes of the City Code;

(ii) “arrangement” includes indemnity or option arrangements, and any agreement or understanding, formal or informal, of whatever
nature, relating to relevant securities which may be an inducement to deal or to refrain from dealing;
(iii) “connected adviser” includes an organisation which (A) is advising Investec or (as the case may be) Evolution in relation to the
Offer, (B) is corporate broker to Investec or (as the case may be) Evolution, (C) is advising a person acting in concert with Investec or (as
the case may be) Evolution in relation to the Offer or in relation to the matter which is the reason for that person being a member of the
concert party, in each case above excluding any exempt principal traders and any exempt fund managers;
(iv) “dealing” or “dealt” includes:
(A) acquiring or disposing of relevant securities, of the right (whether conditional or absolute) to exercise or direct the exercise of the
voting rights attaching to relevant securities, or of general control of relevant securities;
(B) taking, granting, acquiring, disposing of, entering into, closing out, terminating, exercising (by either party) or varying an option
(including a traded option contract) in respect of any relevant securities;
(C) subscribing or agreeing to subscribe for relevant securities;
(D) exercising or converting, whether in respect of new or existing securities, any relevant securities carrying conversion or subscription
rights;
(E) acquiring, disposing of, entering into, closing out, exercising (by either party) any rights under, or varying, a derivative referenced,
directly or indirectly, to relevant securities;
(F) entering into, terminating or varying the terms of any agreement to purchase or sell relevant securities; and
(G) any other action resulting, or which may result, in an increase or decrease in the number of relevant securities in which a person is
interested or in respect of which he has a short position;
(v) “derivative” includes any financial product the value of which, in whole or in part, is determined directly or indirectly by reference
to the price of an underlying security;
(vi) “disclosure period” means the period commencing on 3 August 2010 (being the date 12 months prior to the commencement of
the Offer Period in respect of Evolution for the purposes of the City Code in connection with the Offer) and ending on the 29 September
2011 being the latest practicable date prior to publication of this document;
(vii) “a person has an interest” or is “interested” in relevant securities if he has long economic exposure, whether absolute or
conditional, to changes in the price of those securities and in particular includes if a person:
(A) owns them;
(B) has the right (whether conditional or absolute) to exercise, or direct the exercise of the voting rights attaching to relevant securities
or has general control of them;
(C) by virtue of any agreement to purchase, option or derivative
(D) has the right or option to acquire relevant securities or call for their delivery or is under an obligation to take delivery of them,
whether the right, option or obligation is conditional or absolute and whether it is in the money or otherwise; or
(E) is party to any derivative whose value is determined by reference to their price and which results, or may result, in his having a long
position in them;
(viii) “relevant securities” means:
(A) Evolution Shares and any other securities of Evolution conferring voting rights;
(B) equity share capital of Evolution or, as the context requires, Investec or Investec Limited;
(C) securities of Investec which carry substantially the same rights as the Investec Shares, including shares in Investec Limited; and
(D) securities in Evolution or, as the context requires, Investec or Investec Limited carrying conversion or subscription rights into any of
the foregoing;
and where the expression “relevant securities of Investec” is used in paragraph 5 below, this shall include relevant securities of Investec
Limited.
(ix) “short position” means any short position (whether conditional or absolute and whether in the money or otherwise) including any
short position under a derivative any agreement to sell or any delivery obligation or right to require another person to purchase or take
delivery.
5.2 Interests in Evolution relevant securities
As at the close of business on 29 September 2011 (the latest practicable date prior to the publication of this document):
(i) Investec Wealth held 145,000 Evolution Shares on behalf of discretionary clients.
37

(ii) BAML has a short position in respect of 1,229 Evolution Shares.
(iii) The following Evolution Directors and their respective related parties had an interest in, a right to subscribe in or a short position in
certain Evolution relevant securities as follows:
38
Name
Nature of interest or rights concerned
Number of
Evolution Shares
Alex Snow Legal and beneficial owner 5,634,545
Award over Evolution Shares granted under the ESIP, with a
vesting date of 8.04.12
Award over Evolution Shares granted under the ESIP, with a
vesting date of 25.03.13
Award over Evolution Shares granted under the ESIP, with an
exercise price of 1p per share and a vesting date of 1.07.14
Beneficial interest in Evolution Shares granted under the JSOP
in respect of which value can be realised in 2013, 2014 and
2015 subject to performance conditions
175,179 (1)
378,151 (1)
1,285,000 (2)
2,333,333
Philip Howell Legal and beneficial owner 5,839
Award over Evolution Shares granted under the ESIP, with a
vesting date of 21.02.11
Award over Evolution Shares granted under the ESIP, with a
vesting date of 21.02.12
Award over Evolution Shares granted under the ESIP, with a
vesting date of 21.02.13
Award over Evolution Shares granted under the ESIP, with a
vesting date of 24.03.14
50,000 (1)
50,000 (1)
50,000 (1)
132,743 (1)
Chris Chambers Legal and beneficial owner 126,000
Ian MacLaurin Legal and beneficial owner 125,800
Martin Gray Legal and beneficial owner 35,000
Peter Gibbs Legal and beneficial owner 100,000
Notes:
(1) These awards automatically vest on a change of control of Evolution on a time pro rated basis
(2) This option automatically vests in full on a change of control of Evolution
(iv) The following persons acting in concert with Evolution had an interest in, a right to subscribe in or a short position in certain Evolution
relevant securities as follows:
Name
Nature of interest or rights concerned
Number of
Evolution Shares
Williams de Broë Held on behalf of clients 10,718,731 (1)
Capita Trustees Limited Held for beneficiaries including participants in the Evolution
Share Schemes
15,112,379
Capita IRG Trustee Limited Held for beneficiaries under the SIP 2,831,496
Note:
(1) Of these Evolution Shares, 273,543 are held on behalf of advisory clients, 468,085 are held on behalf of advisory managed clients, 1,058,643
are held on behalf of discretionary clients and 8,918,460 are held on behalf of execution only clients.

5.3 Interests in Investec relevant securities
As at the close of business on 29 September 2011 (the latest practicable date prior to the publication of this document):
(i) Investec Directors and their respective related parties had an interest in, a right to subscribe in or a short position in certain Investec
and Investec Limited relevant securities (excluding options and awards as set out in paragraph 5.3(ii) below) as follows:
Name
Number of
Investec Shares
Number of
Investec Limited Shares
Stephen Koseff 4,839,133 1,809,330
Bernard Kantor 48,525 3,801,000
Glynn Burger 2,402,135 1,037,076
Hendrik du Toit – 604,740
Hugh S Herman 1,369,915 760,470
Sam E Abrahams 20,000 –
George F O Alford 10,000 –
Haruko Fukuda OBE 5,000 –
Ian R Kantor 3,509,545 325
Sir David Prosser 10,000 –
Peter R S Thomas 195,800 500
Bradley Fried – 400,000
Peregrine KO Crosthwaite 132,908 –
(ii) The following options and awards over relevant securities of Investec had been granted to Investec Directors and their respective
related parties as follows:
Name
Scheme
Number of
Investec Shares
under option
Exercise price
Exercise period s
Stephen Koseff ISMP 300,000 £0.00 75 per cent. of the grant made on
25.06.09 is exercisable on 25.06.13 and
25 per cent. on 25.06.14
ISMP 750,000 £0.00 75 per cent. of the grant made on 1.07.10
is exercisable on 1.07.14 and 25 per cent.
on 1.07.15
Bernard Kantor ISMP 300,000 £0.00 75 per cent. of the grant made on
25.06.09 is exercisable on 25.06.13 and
25 per cent. on 25.06.14
ISMP 750,000 £0.00 75 per cent. of the grant made on 1.07.10
is exercisable on 1.07.14 and 25 per cent.
on 1.07.15
ISOP 9,455 £1.59 Vesting scale in terms of the scheme rules.
Earliest exercise date is 20.12.11 and the
latest exercise date is 20.03.12 (subject to
performance conditions)
Glynn Burger ISMP 300,000 £0.00 75 per cent. of the grant made on
25.06.09 is exercisable on 25.06.13 and
25 per cent. on 25.06.14
ISMP 750,000 £0.00 75 per cent. of the grant made on 1.07.10
is exercisable on 1.07.14 and 25 per cent.
on 1.07.15
39

40
Hendrik du Toit ISOP 9,455 £1.59 Vesting scale in terms of the scheme rules.
Earliest exercise date is 20.12.11 and the
latest exercise date is 20.03.12 (subject to
performance conditions)
Notes:
ISOP: Investec plc Share Option Plan 2002
ISMP: Share Matching Plan 2005
LTIP: Long-term Incentive Plans
LTIP 93,750 £0.00 75 per cent. is exercisable on 25.06.11
and the remaining 25 per cent. on
25.06.12
LTIP 250,000 £0.00 75 per cent. of the grant made on
25.06.09 is exercisable on 25.06.13 and
25 per cent. on 25.06.14
LTIP 750,000 £0.00 75 per cent. of the grant made on 1.07.10
is exercisable on 1.07.14 and 25 per cent.
on 1.07.15
(iii) The following persons acting in concert with Investec had an interest in, a right to subscribe in or a short position in certain Investec
relevant securities as follows:
Name
Number of
Investec Shares
Number of
Investec Limited Shares
Investec Bank Switzerland 77,148 14,800
Investec Bank Channel Islands 5,058,578 3,908,651
Investec Wealth & Investment 1,302,430 -
Hargreave Hale 14,788 156,900
Investec Asset Management 8,645,953 7,308,024
Investec Bank Limited 6,536,403 841,553
Options
Party
Security
Strike Price
Maturity
Number of
Investec Shares
Investec Bank Limited Call Option ZAR 42 21/10/2011 94961 (Short)
Investec Bank Limited Call Option ZAR 42 24/10/2011 94961 (Short)
Investec Bank Limited Call Option ZAR 42 25/10/2011 94961 (Short)
Investec Bank Limited Call Option ZAR 42 26/10/2011 94961 (Short)
Investec Bank Limited Call Option ZAR 42 27/10/2011 94961 (Short)
Investec Bank Limited Call Option ZAR 42 28/10/2011 94961 (Short)
Investec Bank Limited Call Option ZAR 42 31/10/2011 94961 (Short)
Investec Bank Limited Call Option ZAR 42 01/11/2011 94961 (Short)
Investec Bank Limited Call Option ZAR 42 02/11/2011 94961 (Short)
Investec Bank Limited Call Option ZAR 42 03/11/2011 94961 (Short)
Investec Bank Limited Call Option ZAR 42 04/11/2011 94961 (Short)
Investec Bank Limited Call Option ZAR 42 07/11/2011 94961 (Short)
Investec Bank Limited Call Option ZAR 42 08/11/2011 94961 (Short)
Investec Bank Limited Call Option ZAR 42 09/11/2011 94961 (Short)
Investec Bank Limited Call Option ZAR 42 10/11/2011 94961 (Short)
Investec Bank Limited Call Option ZAR 42 11/11/2011 94961 (Short)

Party
Security
Strike Price
Maturity
Number of
Investec Shares
Investec Bank Limited Call Option ZAR 42 14/11/2011 94961 (Short)
Investec Bank Limited Call Option ZAR 42 15/11/2011 94961 (Short)
Investec Bank Limited Call Option ZAR 42 16/11/2011 94961 (Short)
Investec Bank Limited Call Option ZAR 42 17/11/2011 94961 (Short)
Investec Bank Limited Call Option ZAR 42 18/11/2011 94961 (Short)
Investec Bank Limited Call Option ZAR 42 21/11/2011 94961 (Short)
Investec Bank Limited Call Option ZAR 42 22/11/2011 94961 (Short)
Investec Bank Limited Call Option ZAR 42 23/11/2011 94961 (Short)
Investec Bank Limited Call Option ZAR 42 24/11/2011 94961 (Short)
Investec Bank Limited Call Option ZAR 42 25/11/2011 94961 (Short)
Investec Bank Limited Call Option ZAR 42 28/11/2011 94961 (Short)
Investec Bank Limited Call Option ZAR 42 29/11/2011 94961 (Short)
Investec Bank Limited Call Option ZAR 42 30/11/2011 94961 (Short)
Investec Bank Limited Call Option ZAR 42 01/12/2011 94968 (Short)
Investec Bank Limited Call Option ZAR 56 15/12/2011 2,000
Investec Bank Limited Call Option ZAR 58 15/12/2011 2,000
Investec Bank Limited Call Option ZAR 42 19/04/2012 94961 (Short)
Investec Bank Limited Call Option ZAR 42 20/04/2012 94961 (Short)
Investec Bank Limited Call Option ZAR 42 23/04/2012 94961 (Short)
Investec Bank Limited Call Option ZAR 42 24/04/2012 94961 (Short)
Investec Bank Limited Call Option ZAR 42 25/04/2012 94961 (Short)
Investec Bank Limited Call Option ZAR 42 26/04/2012 94961 (Short)
Investec Bank Limited Call Option ZAR 42 30/04/2012 94961 (Short)
Investec Bank Limited Call Option ZAR 42 02/05/2012 94961 (Short)
Investec Bank Limited Call Option ZAR 42 03/05/2012 94961 (Short)
Investec Bank Limited Call Option ZAR 42 04/05/2012 94961 (Short)
Investec Bank Limited Call Option ZAR 42 07/05/2012 94961 (Short)
Investec Bank Limited Call Option ZAR 42 08/05/2012 94961 (Short)
Investec Bank Limited Call Option ZAR 42 09/05/2012 94961 (Short)
Investec Bank Limited Call Option ZAR 42 10/05/2012 94961 (Short)
Investec Bank Limited Call Option ZAR 42 11/05/2012 94961 (Short)
Investec Bank Limited Call Option ZAR 42 14/05/2012 94961 (Short)
Investec Bank Limited Call Option ZAR 42 15/05/2012 94961 (Short)
Investec Bank Limited Call Option ZAR 42 16/05/2012 94961 (Short)
Investec Bank Limited Call Option ZAR 42 17/05/2012 94961 (Short)
Investec Bank Limited Call Option ZAR 42 18/05/2012 94961 (Short)
Investec Bank Limited Call Option ZAR 42 21/05/2012 94961 (Short)
Investec Bank Limited Call Option ZAR 42 22/05/2012 94961 (Short)
Investec Bank Limited Call Option ZAR 42 23/05/2012 94961 (Short)
Investec Bank Limited Call Option ZAR 42 24/05/2012 94961 (Short)
Investec Bank Limited Call Option ZAR 42 25/05/2012 94961 (Short)
Investec Bank Limited Call Option ZAR 42 28/05/2012 94961 (Short)
Investec Bank Limited Call Option ZAR 42 29/05/2012 94961 (Short)
Investec Bank Limited Call Option ZAR 42 30/05/2012 94961 (Short)
Investec Bank Limited Call Option ZAR 42 31/05/2012 94961 (Short)
Investec Bank Limited Call Option ZAR 42 01/06/2012 94968 (Short)
41

42
Party
Security
Strike Price
Maturity
Number of
Investec Shares
Investec Bank Limited Call Option ZAR 42 22/10/2012 81395 (Short)
Investec Bank Limited Call Option ZAR 42 23/10/2012 81395 (Short)
Investec Bank Limited Call Option ZAR 42 24/10/2012 81395 (Short)
Investec Bank Limited Call Option ZAR 42 25/10/2012 81395 (Short)
Investec Bank Limited Call Option ZAR 42 26/10/2012 81395 (Short)
Investec Bank Limited Call Option ZAR 42 29/10/2012 81395 (Short)
Investec Bank Limited Call Option ZAR 42 30/10/2012 81395 (Short)
Investec Bank Limited Call Option ZAR 42 31/10/2012 81395 (Short)
Investec Bank Limited Call Option ZAR 42 01/11/2012 81395 (Short)
Investec Bank Limited Call Option ZAR 42 02/11/2012 81395 (Short)
Investec Bank Limited Call Option ZAR 42 05/11/2012 81395 (Short)
Investec Bank Limited Call Option ZAR 42 06/11/2012 81395 (Short)
Investec Bank Limited Call Option ZAR 42 07/11/2012 81395 (Short)
Investec Bank Limited Call Option ZAR 42 08/11/2012 81395 (Short)
Investec Bank Limited Call Option ZAR 42 09/11/2012 81395 (Short)
Investec Bank Limited Call Option ZAR 42 12/11/2012 81395 (Short)
Investec Bank Limited Call Option ZAR 42 13/11/2012 81395 (Short)
Investec Bank Limited Call Option ZAR 42 14/11/2012 81395 (Short)
Investec Bank Limited Call Option ZAR 42 15/11/2012 81395 (Short)
Investec Bank Limited Call Option ZAR 42 16/11/2012 81395 (Short)
Investec Bank Limited Call Option ZAR 42 19/11/2012 81395 (Short)
Investec Bank Limited Call Option ZAR 42 20/11/2012 81395 (Short)
Investec Bank Limited Call Option ZAR 42 21/11/2012 81395 (Short)
Investec Bank Limited Call Option ZAR 42 22/11/2012 81395 (Short)
Investec Bank Limited Call Option ZAR 42 23/11/2012 81395 (Short)
Investec Bank Limited Call Option ZAR 42 26/11/2012 81395 (Short)
Investec Bank Limited Call Option ZAR 42 27/11/2012 81395 (Short)
Investec Bank Limited Call Option ZAR 42 28/11/2012 81395 (Short)
Investec Bank Limited Call Option ZAR 42 29/11/2012 81395 (Short)
Investec Bank Limited Call Option ZAR 42 30/11/2012 81406 (Short)
Investec Bank Limited Call Option ZAR 42 19/04/2013 75969 (Short)
Investec Bank Limited Call Option ZAR 42 22/04/2013 75969 (Short)
Investec Bank Limited Call Option ZAR 42 23/04/2013 75969 (Short)
Investec Bank Limited Call Option ZAR 42 24/04/2013 75969 (Short)
Investec Bank Limited Call Option ZAR 42 25/04/2013 75969 (Short)
Investec Bank Limited Call Option ZAR 42 26/04/2013 75969 (Short)
Investec Bank Limited Call Option ZAR 42 29/04/2013 75969 (Short)
Investec Bank Limited Call Option ZAR 42 30/04/2013 75969 (Short)
Investec Bank Limited Call Option ZAR 42 02/05/2013 75969 (Short)
Investec Bank Limited Call Option ZAR 42 03/05/2013 75969 (Short)
Investec Bank Limited Call Option ZAR 42 06/05/2013 75969 (Short)
Investec Bank Limited Call Option ZAR 42 07/05/2013 75969 (Short)
Investec Bank Limited Call Option ZAR 42 08/05/2013 75969 (Short)
Investec Bank Limited Call Option ZAR 42 09/05/2013 75969 (Short)
Investec Bank Limited Call Option ZAR 42 10/05/2013 75969 (Short)
Investec Bank Limited Call Option ZAR 42 13/05/2013 75969 (Short)

Party
Security
Strike Price
Maturity
Number of
Investec Shares
Investec Bank Limited Call Option ZAR 42 14/05/2013 75969 (Short)
Investec Bank Limited Call Option ZAR 42 15/05/2013 75969 (Short)
Investec Bank Limited Call Option ZAR 42 16/05/2013 75969 (Short)
Investec Bank Limited Call Option ZAR 42 17/05/2013 75969 (Short)
Investec Bank Limited Call Option ZAR 42 20/05/2013 75969 (Short)
Investec Bank Limited Call Option ZAR 42 21/05/2013 75969 (Short)
Investec Bank Limited Call Option ZAR 42 22/05/2013 75969 (Short)
Investec Bank Limited Call Option ZAR 42 23/05/2013 75969 (Short)
Investec Bank Limited Call Option ZAR 42 24/05/2013 75969 (Short)
Investec Bank Limited Call Option ZAR 42 27/05/2013 75969 (Short)
Investec Bank Limited Call Option ZAR 42 28/05/2013 75969 (Short)
Investec Bank Limited Call Option ZAR 42 29/05/2013 75969 (Short)
Investec Bank Limited Call Option ZAR 42 30/05/2013 75969 (Short)
Investec Bank Limited Call Option ZAR 42 31/05/2013 75969 (Short)
Investec Bank Limited Call Option ZAR 42 21/10/2013 65116 (Short)
Investec Bank Limited Call Option ZAR 42 22/10/2013 65116 (Short)
Investec Bank Limited Call Option ZAR 42 23/10/2013 65116 (Short)
Investec Bank Limited Call Option ZAR 42 24/10/2013 65116 (Short)
Investec Bank Limited Call Option ZAR 42 25/10/2013 65116 (Short)
Investec Bank Limited Call Option ZAR 42 28/10/2013 65116 (Short)
Investec Bank Limited Call Option ZAR 42 29/10/2013 65116 (Short)
Investec Bank Limited Call Option ZAR 42 30/10/2013 65116 (Short)
Investec Bank Limited Call Option ZAR 42 31/10/2013 65116 (Short)
Investec Bank Limited Call Option ZAR 42 01/11/2013 65116 (Short)
Investec Bank Limited Call Option ZAR 42 04/11/2013 65116 (Short)
Investec Bank Limited Call Option ZAR 42 05/11/2013 65116 (Short)
Investec Bank Limited Call Option ZAR 42 06/11/2013 65116 (Short)
Investec Bank Limited Call Option ZAR 42 07/11/2013 65116 (Short)
Investec Bank Limited Call Option ZAR 42 08/11/2013 65116 (Short)
Investec Bank Limited Call Option ZAR 42 11/11/2013 65116 (Short)
Investec Bank Limited Call Option ZAR 42 12/11/2013 65116 (Short)
Investec Bank Limited Call Option ZAR 42 13/11/2013 65116 (Short)
Investec Bank Limited Call Option ZAR 42 14/11/2013 65116 (Short)
Investec Bank Limited Call Option ZAR 42 15/11/2013 65116 (Short)
Investec Bank Limited Call Option ZAR 42 18/11/2013 65116 (Short)
Investec Bank Limited Call Option ZAR 42 19/11/2013 65116 (Short)
Investec Bank Limited Call Option ZAR 42 20/11/2013 65116 (Short)
Investec Bank Limited Call Option ZAR 42 21/11/2013 65116 (Short)
Investec Bank Limited Call Option ZAR 42 22/11/2013 65116 (Short)
Investec Bank Limited Call Option ZAR 42 25/11/2013 65116 (Short)
Investec Bank Limited Call Option ZAR 42 26/11/2013 65116 (Short)
Investec Bank Limited Call Option ZAR 42 27/11/2013 65116 (Short)
Investec Bank Limited Call Option ZAR 42 28/11/2013 65116 (Short)
Investec Bank Limited Call Option ZAR 42 29/11/2013 65124 (Short)
Investec Bank Limited Call Option ZAR 42 15/04/2014 54264 (Short)
Investec Bank Limited Call Option ZAR 42 16/04/2014 54264 (Short)
43

44
Party
Security
Strike Price
Maturity
Number of
Investec Shares
Investec Bank Limited Call Option ZAR 42 17/04/2014 54264 (Short)
Investec Bank Limited Call Option ZAR 42 22/04/2014 54264 (Short)
Investec Bank Limited Call Option ZAR 42 23/04/2014 54264 (Short)
Investec Bank Limited Call Option ZAR 42 24/04/2014 54264 (Short)
Investec Bank Limited Call Option ZAR 42 25/04/2014 54264 (Short)
Investec Bank Limited Call Option ZAR 42 29/04/2014 54264 (Short)
Investec Bank Limited Call Option ZAR 42 30/04/2014 54264 (Short)
Investec Bank Limited Call Option ZAR 42 02/05/2014 54264 (Short)
Investec Bank Limited Call Option ZAR 42 05/05/2014 54264 (Short)
Investec Bank Limited Call Option ZAR 42 06/05/2014 54264 (Short)
Investec Bank Limited Call Option ZAR 42 07/05/2014 54264 (Short)
Investec Bank Limited Call Option ZAR 42 08/05/2014 54264 (Short)
Investec Bank Limited Call Option ZAR 42 09/05/2014 54264 (Short)
Investec Bank Limited Call Option ZAR 42 12/05/2014 54264 (Short)
Investec Bank Limited Call Option ZAR 42 13/05/2014 54264 (Short)
Investec Bank Limited Call Option ZAR 42 14/05/2014 54264 (Short)
Investec Bank Limited Call Option ZAR 42 15/05/2014 54264 (Short)
Investec Bank Limited Call Option ZAR 42 16/05/2014 54264 (Short)
Investec Bank Limited Call Option ZAR 42 19/05/2014 54264 (Short)
Investec Bank Limited Call Option ZAR 42 20/05/2014 54264 (Short)
Investec Bank Limited Call Option ZAR 42 21/05/2014 54264 (Short)
Investec Bank Limited Call Option ZAR 42 22/05/2014 54264 (Short)
Investec Bank Limited Call Option ZAR 42 23/05/2014 54264 (Short)
Investec Bank Limited Call Option ZAR 42 26/05/2014 54264 (Short)
Investec Bank Limited Call Option ZAR 42 27/05/2014 54264 (Short)
Investec Bank Limited Call Option ZAR 42 28/05/2014 54264 (Short)
Investec Bank Limited Call Option ZAR 42 29/05/2014 54264 (Short)
Investec Bank Limited Call Option ZAR 42 30/05/2014 54251 (Short)
Investec Bank Limited Put Option ZAR 51 01/08/2016 276399
Investec Bank Limited Call Option ZAR 53 01/08/2016 276399
Investec Bank Limited Put Option ZAR 51 02/08/2016 276399
Investec Bank Limited Call Option ZAR 53 02/08/2016 276399
Investec Bank Limited Put Option ZAR 51 03/08/2016 276399
Investec Bank Limited Call Option ZAR 53 03/08/2016 276399
Investec Bank Limited Put Option ZAR 51 04/08/2016 276399
Investec Bank Limited Call Option ZAR 53 04/08/2016 276399
Investec Bank Limited Put Option ZAR 51 05/08/2016 276399
Investec Bank Limited Call Option ZAR 53 05/08/2016 276399
Investec Bank Limited Put Option ZAR 51 08/08/2016 276399
Investec Bank Limited Call Option ZAR 53 08/08/2016 276399
Investec Bank Limited Put Option ZAR 51 10/08/2016 276399
Investec Bank Limited Call Option ZAR 53 10/08/2016 276399
Investec Bank Limited Put Option ZAR 51 11/08/2016 276399
Investec Bank Limited Call Option ZAR 53 11/08/2016 276399
Investec Bank Limited Put Option ZAR 51 12/08/2016 276399
Investec Bank Limited Call Option ZAR 53 12/08/2016 276399

Party
Security
Strike Price
Maturity
Number of
Investec Shares
Investec Bank Limited Put Option ZAR 51 15/08/2016 276399
Investec Bank Limited Call Option ZAR 53 15/08/2016 276399
Investec Bank Limited Put Option ZAR 51 16/08/2016 276399
Investec Bank Limited Call Option ZAR 53 16/08/2016 276399
Investec Bank Limited Put Option ZAR 51 17/08/2016 276399
Investec Bank Limited Call Option ZAR 53 17/08/2016 276399
Investec Bank Limited Put Option ZAR 51 18/08/2016 276399
Investec Bank Limited Call Option ZAR 53 18/08/2016 276399
Investec Bank Limited Put Option ZAR 51 19/08/2016 276399
Investec Bank Limited Call Option ZAR 53 19/08/2016 276399
Investec Bank Limited Put Option ZAR 51 22/08/2016 276399
Investec Bank Limited Call Option ZAR 53 22/08/2016 276399
Investec Bank Limited Put Option ZAR 51 23/08/2016 276399
Investec Bank Limited Call Option ZAR 53 23/08/2016 276399
Investec Bank Limited Put Option ZAR 51 24/08/2016 276399
Investec Bank Limited Call Option ZAR 53 24/08/2016 276399
Investec Bank Limited Put Option ZAR 51 25/08/2016 276399
Investec Bank Limited Call Option ZAR 53 25/08/2016 276399
Investec Bank Limited Put Option ZAR 51 26/08/2016 276397
Investec Bank Limited Call Option ZAR 53 26/08/2016 276397
Investec Bank Limited Put Option ZAR 49 30/07/2018 306166
Investec Bank Limited Call Option ZAR 54 30/07/2018 306166
Investec Bank Limited Put Option ZAR 49 31/07/2018 306166
Investec Bank Limited Call Option ZAR 54 31/07/2018 306166
Investec Bank Limited Put Option ZAR 49 01/08/2018 306166
Investec Bank Limited Call Option ZAR 54 01/08/2018 306166
Investec Bank Limited Put Option ZAR 49 02/08/2018 306166
Investec Bank Limited Call Option ZAR 54 02/08/2018 306166
Investec Bank Limited Put Option ZAR 49 03/08/2018 306166
Investec Bank Limited Call Option ZAR 54 03/08/2018 306166
Investec Bank Limited Put Option ZAR 49 06/08/2018 306166
Investec Bank Limited Call Option ZAR 54 06/08/2018 306166
Investec Bank Limited Put Option ZAR 49 07/08/2018 306166
Investec Bank Limited Call Option ZAR 54 07/08/2018 306166
Investec Bank Limited Put Option ZAR 49 08/08/2018 306166
Investec Bank Limited Call Option ZAR 54 08/08/2018 306166
Investec Bank Limited Put Option ZAR 49 10/08/2018 306166
Investec Bank Limited Call Option ZAR 54 10/08/2018 306166
Investec Bank Limited Put Option ZAR 49 13/08/2018 306166
Investec Bank Limited Call Option ZAR 54 13/08/2018 306166
Investec Bank Limited Put Option ZAR 49 14/08/2018 306166
Investec Bank Limited Call Option ZAR 54 14/08/2018 306166
Investec Bank Limited Put Option ZAR 49 15/08/2018 306166
Investec Bank Limited Call Option ZAR 54 15/08/2018 306166
Investec Bank Limited Put Option ZAR 49 16/08/2018 306166
Investec Bank Limited Call Option ZAR 54 16/08/2018 306166
45

46
Party
Security
Strike Price
Maturity
Number of
Investec Shares
Investec Bank Limited Put Option ZAR 49 17/08/2018 306166
Investec Bank Limited Call Option ZAR 54 17/08/2018 306166
Investec Bank Limited Put Option ZAR 49 20/08/2018 306166
Investec Bank Limited Call Option ZAR 54 20/08/2018 306166
Investec Bank Limited Put Option ZAR 49 21/08/2018 306166
Investec Bank Limited Call Option ZAR 54 21/08/2018 306166
Investec Bank Limited Put Option ZAR 49 22/08/2018 306166
Investec Bank Limited Call Option ZAR 54 22/08/2018 306166
Investec Bank Limited Put Option ZAR 49 23/08/2018 306166
Investec Bank Limited Call Option ZAR 54 23/08/2018 306166
Investec Bank Limited Put Option ZAR 49 24/08/2018 306173
Investec Bank Limited Call Option ZAR 54 24/08/2018 306173
Investec Bank Limited Put Option ZAR 51 27/08/2018 303061
Investec Bank Limited Call Option ZAR 53 27/08/2018 303061
Investec Bank Limited Put Option ZAR 51 28/08/2018 303061
Investec Bank Limited Call Option ZAR 53 28/08/2018 303061
Investec Bank Limited Put Option ZAR 51 29/08/2018 303061
Investec Bank Limited Call Option ZAR 53 29/08/2018 303061
Investec Bank Limited Put Option ZAR 51 30/08/2018 303061
Investec Bank Limited Call Option ZAR 53 30/08/2018 303061
Investec Bank Limited Put Option ZAR 51 31/08/2018 303061
Investec Bank Limited Call Option ZAR 53 31/08/2018 303061
Investec Bank Limited Put Option ZAR 51 03/09/2018 303061
Investec Bank Limited Call Option ZAR 53 03/09/2018 303061
Investec Bank Limited Put Option ZAR 51 04/09/2018 303061
Investec Bank Limited Call Option ZAR 53 04/09/2018 303061
Investec Bank Limited Put Option ZAR 51 05/09/2018 303061
Investec Bank Limited Call Option ZAR 53 05/09/2018 303061
Investec Bank Limited Put Option ZAR 51 06/09/2018 303061
Investec Bank Limited Call Option ZAR 53 06/09/2018 303061
Investec Bank Limited Put Option ZAR 51 07/09/2018 303061
Investec Bank Limited Call Option ZAR 53 07/09/2018 303061
Investec Bank Limited Put Option ZAR 51 10/09/2018 303061
Investec Bank Limited Call Option ZAR 53 10/09/2018 303061
Investec Bank Limited Put Option ZAR 51 11/09/2018 303061
Investec Bank Limited Call Option ZAR 53 11/09/2018 303061
Investec Bank Limited Put Option ZAR 51 12/09/2018 303061
Investec Bank Limited Call Option ZAR 53 12/09/2018 303061
Investec Bank Limited Put Option ZAR 51 13/09/2018 303061
Investec Bank Limited Call Option ZAR 53 13/09/2018 303061
Investec Bank Limited Put Option ZAR 51 14/09/2018 303061
Investec Bank Limited Call Option ZAR 53 14/09/2018 303061
Investec Bank Limited Put Option ZAR 51 17/09/2018 303061
Investec Bank Limited Call Option ZAR 53 17/09/2018 303061
Investec Bank Limited Put Option ZAR 51 18/09/2018 303061
Investec Bank Limited Call Option ZAR 53 18/09/2018 303061

Party
Security
Strike Price
Maturity
Number of
Investec Shares
Investec Bank Limited Put Option ZAR 51 19/09/2018 303061
Investec Bank Limited Call Option ZAR 53 19/09/2018 303061
Investec Bank Limited Put Option ZAR 51 20/09/2018 303067
Investec Bank Limited Call Option ZAR 53 20/09/2018 303067
Options
Name
Security
Strike Price
Maturity
Number of Investec
Limited Shares
Investec Bank plc Put Option ZAR 42 15/12/2011 4760 (Short)
Investec Bank plc Put Option ZAR 46 15/12/2011 2500 (Short)
Investec Bank plc Put Option ZAR 75 16/07/2012 50000 (Short)
Investec Bank plc Call Option ZAR 75 16/07/2012 50000 (Short)
Futures
Name
Security
Strike Price
Maturity
Number of Investec
Limited Shares
Investec Bank plc Futures N/A 15/12/2011 715
Investec Bank plc Futures N/A 15/12/2011 9346 (Short)
(iv) Other than as disclosed above, the following persons acting in concert with Investec had an interest in, a right to subscribe in or a
short position in certain Investec and Investec Limited relevant securities as follows:
Name
Nature of interest
or rights concerned Number of Investec Shares
BAML Long position 997
Name
Short position 491,296
Nature of interest
or rights concerned Number of Investec Limited Shares
BAML Short position 3,311
(v) The following persons acting in concert with Evolution had an interest in, a right to subscribe in or a short position in certain Investec
relevant securities as follows:
Name
Nature of interest
or rights concerned
Number of Investec Shares
Williams de Broë Held on behalf of clients 11,513
Note:
(1) Of these Investec Shares, 4,746 are held on behalf of advisory clients, 2,315 are held on behalf of discretionary clients and 4,452 are held on
behalf of execution only clients.
(vi) The following persons acting in concert with Evolution had an interest in, a right to subscribe in or a short position in certain Investec
Limited relevant securities as follows:
Name
Nature of interest
or rights concerned
Number of Investec Limited Shares
Credit Suisse Long position 111,318
Short position 110,512
47

5.4 Dealings
(i) Evolution, the following Evolution Directors, persons acting in concert with Evolution and persons with whom Evolution or any person
acting in concert with Evolution has an arrangement have dealt in the following Evolution relevant securities between the start of
the Offer Period and 29 September 2011 (being the latest practicable date prior to the publication of this document), as listed
below:
48
Name
Date of dealing
Price paid
Nature of
interest in
relevant
securities
Number of
relevant
securities of
Evolution
Alex Snow 5.08.11 79.60p acquisition 314
6.09.11 92.00p acquisition 272
14.09.11 Nil grant of awards
under the ESIP
1,285,000
Philip Howell 5.08.11 79.60p acquisition 314
Capita IRG Trustee Limited (as trustees
of the SIP)
Capita Trustees Limited (as trustees of
the Evolution Employee’s Share Trust) (3)
6.09.11 92.00p acquisition 272
5.08.11 79.60p acquisition 31,680 (1)
6.09.11 92.00p acquisition 26,056 (2)
5.08.11 80.00p disposal 237,657
8.08.11 81.00p disposal 29,705
16.08.11 83.75p disposal 56.673
16.08.11 83.75p disposal 38,130
19.09.11 88.85p disposal 76,260
19.09.11 88.85p disposal 25,421
19.09.11 88.85p disposal 25,421
21.09.11 88.25p disposal 30,970
22.09.11 82.75p disposal 200,000
22.09.11 82.75p disposal 30,000
22.09.11 82.75p disposal 30,000
27.09.11 82.25p disposal 11,795
29.09.11 82.00p disposal 13,275
Williams de Broë (on behalf of clients) 04.08.11 80.00p disposal 4,250
22.08.11 87.90p acquisition 3,320
02.09.11 92.84p acquisition 13,440
05.09.11 91.00p disposal 8,476
05.09.11 92.00p disposal 1,524
08.09.11 92.75p disposal 15,000
09.09.11 94.78p disposal 5,000
09.09.11 94.75p disposal 2,890
13.09.11 90.25p disposal 40,000
13.09.11 90.00p disposal 39,470
15.09.11 91.25p disposal 20,701
15.09.11 91.31p disposal 10,000
15.09.11 91.25p disposal 8,000

Name
Note:
Date of dealing
(1) This figure includes the shares acquired by Alex Snow and Philip Howell on 5.08.11
(2) This figure includes the shares acquired by Alex Snow and Philip Howell on 6.09.11
Price paid
Nature of
interest in
relevant
securities
Number of
relevant
securities of
Evolution
19.09.11 88.84p disposal 2,000
23.09.11 81.00p disposal 40,039
23.09.11 80.75p disposal 112,304
23.09.11 80.77p disposal 10,000
28.09.11 82.75p disposal 20,000
28.09.11 82.50p disposal 11,500
28.09.11 82.50p disposal 38,500
29.09.11 82.50p disposal 25,000
29.09.11 81.75p disposal 17,000
29.09.11 81.75p disposal 7,000
(3) Dealings undertaken on exercise of employee options or to fund the tax and national insurance liabilities arising from the exercise of employee
options
(ii) Investec and persons acting in concert with Investec have dealt in the following Evolution relevant securities in the disclosure period:
Transaction Period
Transaction
Number of
Evolution Shares
High Price
Low Price
3.8.10 – 2.11.10 Sell 5,574 85.26p 85.26p
3.11.10 – 2.2.11 Buy 7,200 76.00p 76.00p
Sell 1,500 76.06p 76.06p
3.2.11 – 2.5.11 Buy 314,362 76.85p 76.85p
Sell 628,724 77.00p 76.85p
3.5.11 – 2.6.11 Buy 325,406 71.63p 71.63p
Sell 328,021 71.63p 70.50p
3.7.11 – 2.8.11 Sell 8,850 78.25p 65.30p
3.8.11 – 29.9.11 Buy 30,000 87.80p 87.80p
Note:
Sell 65,000 86.50p 80.00p
Dealings aggregated in accordance with Note 2 of Rule 24.4 of the City Code. Purchases and sales are aggregated separately and are not netted
off. The highest and lowest prices per share have been stated. A full list of dealings is on display as set out in paragraph 14 of Part VI of this
document.
49

(iii) Other than as disclosed above, the following parties acting in concert with Investec have dealt in the following Evolution relevant
securities in the disclosure period:
50
Transaction
Period
Party
Transaction
Number of
Evolution
Shares
High Price
Low Price
3.08.10 – 2.11.10 BAML Buy 12,244 £0.88 £0.80
Sell 14,047 £0.92 £0.82
3.11.10 – 2.02.11 BAML Buy 2,120 £0.84 £0.70
Sell 300 £0.70 £0.69
3.02.11 – 2.05.11 BAML Buy 19,100 £0.79 £0.68
Sell 17,729 £0.80 £0.69
3.05.11 – 2.06.11 BAML Buy 1,100 £0.71 £0.71
Sell 6,100 £0.73 £0.71
3.06.11 – 2.07.11 BAML Buy 3,600 £0.68 £0.65
3.07.11 – 2.08.11 BAML Buy 8,000 £0.74 £0.65
Sell 6,700 £0.79 £0.66
3.08.11 – 29.09.11 BAML Buy 600 £0.78 £0.78
Note:
Sell 3,100 £0.83 £0.80
Dealings aggregated in accordance with Note 2 of Rule 24.4 of the City Code. Purchases and sales are aggregated separately and are not netted
off. The highest and lowest prices per share have been stated. A full list of dealings is on display as set out in paragraph 14 of Part VI of this
document.
(iv) The following Investec Directors and their respective related parties have dealt in the following Investec relevant securities in the
disclosure period:
Name Date of dealing Price paid
Nature of interest in
relevant securities
Number of
Investec Shares
George F O Alford 16.08.10 £4.66 Purchase 6,900
A Tapnack (1) 3.09.10 £4.82 Sale pursuant to
exercise of nil cost
options
Hendrik du Toit 27.06.11 £4.75 On market sale
following the exercise
of options
Glynn Burger 28.06.11 n/a Performance
conditions not met –
forfeiture of awards
Note:
(1) Alan Tapnack resigned from the boards of Investec and Investec Limited with effect from 15 December 2010.
50,000
281,250
150,000

(v) The following Investec Directors and their respective related parties have dealt in the following Investec Limited relevant securities
in the disclosure period:
Name Date of dealing Price paid
Nature of interest in
relevant securities
Number of Investec
Limited Shares
Bernard Kantor 3.09.10 ZAR 56.67 Sale 1,062,500
Hugh S Herman 13.06.11 ZAR 54.95 Unwind of European
call options as
originally purchased
and disclosed on
11.06.08
Glynn Burger 13.06.11 ZAR 54.95 Unwind of European
call options as
originally purchased
and disclosed on
11.06.08
Bernard Kantor 13.06.11 ZAR 54.95 Unwind of European
call options as
originally purchased
and disclosed on
11.06.08
Stephen Koseff 13.06.11 ZAR 54.95 Unwind of European
call options as
originally purchased
and disclosed on
11.06.08
M Peter Malungani 11.08.11 ZAR 51.55 Reduction in
attributable interest
Peu’s disposal of
Investec Limited
shares
(vi) Persons acting in concert with Investec have dealt in the following Investec relevant securities in the disclosure period:
Transaction Period Transaction
27,542
56,467
454,288
139,005
3,288,890
Number of
Investec Shares High Price Low Price
3.08.10 – 2.11.10 Buy 11,127,708 ZAR 57.11 ZAR 51.61
£5.17 £4.49
Sell 20,875,204 ZAR 57.00 ZAR 51.61
£5.16 £4.54
3.11.10 – 2.02.11 Buy 12,829,736 ZAR 58.28 ZAR 52.78
£5.37 £4.72
Sell 17,463,831 ZAR 58.00 ZAR 29.45
£5.37 £4.72
3.02.11 – 2.05.11 Buy 21,223,155 ZAR 57.46 ZAR 49.58
£5.02 £4.43
Sell 13,845,094 ZAR 58.24 ZAR 49.54
£5.01 £4.43
3.05.11 – 2.06.11 Buy 7,409,273 ZAR 57.58 ZAR 51.75
£5.13 £4.61
Sell 2,526,030 ZAR 57.65 ZAR 51.74
£5.10 £4.60
51

52
Transaction Period Transaction
Number of
Investec Shares High Price Low Price
3.06.11 – 2.07.11 Buy 4,683,371 ZAR 56.52 ZAR 51.91
£5.12 £4.71
Sell 2,173,634 ZAR 56.50 ZAR 51.91
£5.11 £4.71
3.07.11 – 2.08.11 Buy 1,543,417 ZAR 56.50 ZAR 50.10
£5.26 £4.69
Sell 1,294,561 ZAR 56.36 ZAR 51.10
£5.26 £4.74
3.08.11 – 29.09.11 Buy 7,430,809 ZAR 52.00 ZAR 43.97
Note:
£4.59 £3.70
Sell 22,593,340 ZAR 53.61 ZAR 44.39
£4.62 £3.70
Dealings aggregated in accordance with Note 2 of Rule 24.4 of the City Code. Purchases and sales are aggregated separately and are not netted
off. The highest and lowest prices per share have been stated. A full list of dealings is on display as set out in paragraph 14 of Part VI of this
document.
(vii) Investec and persons acting in concert with Investec have dealt in the following Investec Limited relevant securities in the disclosure
period:
Transaction Period Transaction
Number of Investec
Limited Shares High Price Low Price
3.08.10 – 2.11.10 Buy 1,739,365 ZAR 59.47 ZAR 53.56
Sell 2,383,744 ZAR 59.17 ZAR 53.50
3.11.10 – 2.02.11 Buy 2,199,078 ZAR 60.38 ZAR 34.93
Sell 1,044,238 ZAR 60.30 ZAR 29.45
3.02.11 – 2.05.11 Buy 2,055,742 ZAR 57.75 ZAR 49.50
Sell 2,528,614 ZAR 57.60 ZAR 49.37
3.05.11 – 2.06.11 Buy 4,235,712 ZAR 57.32 ZAR 51.19
Sell 942,211 ZAR 57.32 ZAR 51.22
3.06.11 – 2.07.11 Buy 777,214 ZAR 57.40 ZAR 52.37
Sell 1,841,951 ZAR 57.19 ZAR 52.83
3.07.11 – 2.08.11 Buy 645,688 ZAR 57.45 ZAR 51.51
Sell 340,953 ZAR 57.51 ZAR 51.84
3.08.11 – 29.09.11 Buy 1,649,105 ZAR 51.95 ZAR 43.97
Note:
Sell 4,085,738 ZAR 51.95 ZAR 44.05
Dealings aggregated in accordance with Note 2 of Rule 24.4 of the City Code. Purchases and sales are aggregated separately and are not netted
off. The highest and lowest prices per share have been stated. A full list of dealings is on display as set out in paragraph 14 of Part VI of this
document.

(viii) Other than as disclosed above, the following parties acting in concert with Investec have dealt in the following Investec Shares in
the disclosure period:
Transaction Period Party Transaction
Number of
Investec
Shares High Price Low Price
3.08.10 – 2.11.10 BAML Buy 5,157,718 £5.20 £4.51
Sell 7,700,086 £5.22 £4.51
3.11.10 – 2.02.11 BAML Buy 11,181,660 £5.38 £4.70
Sell 10,470,966 £5.38 £4.70
3.02.11 – 2.05.11 BAML Buy 2,339,068 £5.01 £4.39
Sell 2,463,781 £5.01 £4.39
Buy 167 USD 7.94 USD 7.94
3.05.11 – 2.06.11 BAML Buy 4,958,384 £5.23 £4.60
Sell 4,387,564 £5.23 £4.62
3.06.11 – 2.07.11 BAML Buy 3,387,171 £5.13 £4.72
Sell 3,740,358 £5.13 £4.73
3.07.11 – 2.08.11 BAML Buy 2,197,062 £5.27 £4.62
3.08.11 – 29.09.11 BAML Buy
Note:
Sell 2,077,421 £5.27 £4.62
Sell
1,949,327
2,326,661
Dealings aggregated in accordance with Note 2 of Rule 24.4 of the City Code. Purchases and sales are aggregated separately and are not netted
off. The highest and lowest prices per share have been stated. A full list of dealings is on display as set out in paragraph 14 of Part VI of this
document.
(ix) Other than as disclosed above, the following parties acting in concert with Investec have dealt in the following Investec Limited
Shares in the disclosure period:
Transaction Period Party Transaction
£4.78
£4.78
£3.54
£3.54
Number of
Investec Limited
Shares High Price Low Price
03.08.10 – 02.11.10 BAML Buy 2,369,484 ZAR 59.47 ZAR 53.51
Sell 354,437 ZAR 59.17 ZAR 54.10
03.11.10 – 02.02.11 BAML Buy 2,542,029 ZAR 60.22 ZAR 53.70
Sell 1,532,620 ZAR 59.98 ZAR 54.07
03.02.11 – 02.05.11 BAML Buy 3,176,380 ZAR 57.72 ZAR 49.48
Sell 1,239,828 ZAR 57.00 ZAR 49.49
03.05.11 – 02.06.11 BAML Buy 4,023,081 ZAR 57.30 ZAR 51.14
Sell 2,028,938 ZAR 57.32 ZAR 51.15
03.06.11 – 02.07.11 BAML Buy 1,930,607 ZAR 56.94 ZAR 53.00
Sell 1,479,361 ZAR 56.94 ZAR 53.00
03.07.11 – 02.08.11 BAML Buy 1,300,757 ZAR 57.52 ZAR 52.18
Sell 653,095 ZAR 57.10 ZAR 52.19
03.08.11 – 29.09.11 BAML Buy 1,053,366 ZAR 51.50 ZAR 43.97
Notes:
(1) Relates to only one trade
Sell 927,998 ZAR 51.44 ZAR 43.99
Dealings aggregated in accordance with Note 2 of Rule 24.4 of the City Code. Purchases and sales are aggregated separately and are not netted
off. The highest and lowest prices per share have been stated. A full list of dealings is on display as set out in paragraph 14 of Part VI of this
document.
53

(x) The following dealings in futures and options of Investec by parties acting in concert with Investec have taken place during the
disclosure period:
54
Futures
Transaction
Period Description Written High Price Low Price Purchased High Price Low Price
3.08.10
— 2.11.10
3.08.10
— 2.11.10
3.11.10
— 2.02.11
3.08.10
— 2.11.10
3.11.10
— 2.02.11
3.02.11
— 2.05.11
3.02.11
— 2.05.11
3.05.11
— 2.06.11
3.06.11
— 2.07.11
3.06.11
— 2.07.11
3.07.11
— 2.08.11
3.08.11
— 29.09.11
3.02.11
— 2.05.11
Futures due
16.09.10
Futures due
15.12.10
Futures due
15.12.10
Futures due
17.03.11
Futures due
17.03.11
Futures due
17.03.11
Futures due
15.06.11
Futures due
15.06.11
Futures due
15.06.11
Futures due
15.09.11
Futures due
15.09.11
Futures due
15.09.11
Futures due
15.12.11
278,873 ZAR 58.17 ZAR 52.42 2,900 ZAR 59.00 ZAR 53.00
799,885 ZAR 57.99 ZAR 54.26 4,000 ZAR 58.00 ZAR 52.00
637,900 ZAR 56.63 ZAR 53.89 508 ZAR 59.00 ZAR 53.57
16,525 ZAR 58.90 ZAR 55.00 236 ZAR 62.00 ZAR 44.00
810,802 ZAR 57.85 ZAR 54.31 — — —
477,580 ZAR 57.27 ZAR 51.35 — — —
35,069 ZAR 52.66 ZAR 51.23 2,300 ZAR 51.00 ZAR 50.00
17,382 ZAR 54.05 ZAR 53.44 — — —
148 ZAR 54.74 ZAR 54.74 — — —
17,419 ZAR 55.36 ZAR 54.47 — — —
8,766 ZAR 55.45 ZAR 55.45 1,000 ZAR 59.00 ZAR 59.00
284 ZAR 51.00 ZAR 51.00 568 ZAR 58.00 ZAR 43.00
— — — 5,475 ZAR 51.89 ZAR 42.00
Options
Transaction
Period Description Written High Price Low Price Purchased High Price Low Price
3.08.10 Call options 100,000 ZAR 80.00 ZAR 80.00 — — —
– 2.11.10 Put options — — — 100,000 ZAR 80.00 ZAR 80.00
3.02.11 Call options 50,000 ZAR 80.00 ZAR 80.00 — — —
– 2.05.11 Put options — — — 50,000 ZAR 80.00 ZAR 80.00
3.05.11 Call options — — — 25,000 ZAR 62.00 ZAR 62.00
– 2.06.11 Put options 25,000 ZAR 52.00 ZAR 52.00 — — —
3.07.11 Call options 50,000 ZAR 75.00 ZAR 75.00 — — —
– 2.08.11
Put options — — — 50,000 ZAR 75.00 ZAR 75.00
Call options 78 £5.60 £5.20 31 £4.40 £5.20
3.08.11 Call options 50,000 ZAR 62.00 ZAR 52.00 — — —
– 29.09.11 Put options — — — 50,000 ZAR 52.00 ZAR 52.00
Note:
Dealings aggregated in accordance with Note 2 of Rule 24.4 of the City Code. Purchases and sales are aggregated separately and are not netted
off. The highest and lowest prices per share have been stated. A full list of dealings is on display as set out in paragraph 14 of Part VI of this
document.

(xi) The following dealings in futures and options of Investec Limited by parties acting in concert with Investec have taken place during
the disclosure period:
Futures
Transaction
Period Description Written High Price Low Price Purchased High Price Low Price
3.08.10
– 2.11.10
3.08.10
– 2.11.10
3.11.10
– 2.02.11
3.08.10
– 2.11.10
3.11.10
– 2.02.11
3.02.11
– 2.05.11
3.08.10
– 2.11.10
3.11.10
– 2.02.11
3.02.11
– 2.05.11
3.06.11
– 2.07.11
3.02.11
– 2.05.11
3.06.11
– 2.07.11
Futures due
16.09.10
Futures due
15.12.10
Futures due
15.12.10
Futures due
17.03.11
Futures due
17.03.11
Futures due
17.03.11
Futures due
15.06.11
Futures due
15.06.11
Futures due
15.06.11
Futures due
15.06.11
Futures due
15.09.11
Futures due
15.09.11
12,398 ZAR 57.72 ZAR 54.65 — — —
31,386 ZAR 58.05 ZAR 56.63 — — —
33,426 ZAR 58.90 ZAR 55.11 — — —
1,784 ZAR 58.92 ZAR 58.12 — — —
36,592 ZAR 58.30 ZAR 56.27 — — —
16,930 ZAR 55.57 ZAR 52.32 10 ZAR 49.50 ZAR 49.50
— — — 5,591 ZAR 59.89 ZAR 55.00
— — — 1,339 ZAR 57.90 ZAR 57.90
6,998 ZAR 58.00 ZAR 47.00 4,831 ZAR 55.00 ZAR 52.00
— — — 10 ZAR 54.92 ZAR 54.92
— — — 16,720 ZAR 46.00 ZAR 46.00
918 ZAR 55.83 ZAR 55.83 — — —
Options
Transaction
Period Description Written High Price Low Price Purchased High Price Low Price
3.08.10
– 2.11.10
3.11.10
– 2.02.11
3.02.11
– 2.05.11
3.05.11
– 2.06.11
3.06.11
– 2.07.11
3.07.11
–2.08.11
Call options 1,650,090 ZAR 54.00 ZAR 40.00 556,345 ZAR 53.00 ZAR 40.00
Call options 3,513,571 ZAR 42.00 ZAR 42.00 16,274,109 ZAR 53.00 ZAR 54.00
Call options 7,295,738 ZAR 42.00 ZAR 42.00
Call options 1,942,632 ZAR 42.00 ZAR 42.00 899 ZAR 43.00 ZAR 43.00
Call options 1,248,059 ZAR 42.00 ZAR 42.00 — — —
Put options 2,143,169 ZAR 49.00 ZAR 49.00
Put options 9,432,157 ZAR 51.00 ZAR 49.00
3.08.11 Put options 5,251,579 ZAR 51.00 ZAR 51.00
– 29.09.11
Note:
Dealings aggregated in accordance with Note 2 of Rule 24.4 of the City Code. Purchases and sales are aggregated separately and are not netted
off. The highest and lowest prices per share have been stated. A full list of dealings is on display as set out in paragraph 14 of Part VI of this
document.
55

(xii) The following persons acting in concert with Evolution have dealt in the following Investec Limited relevant securities in the disclosure
period:
56
Name Date of dealing
Credit Suisse 3.08.11 –
29.08.11
Credit Suisse 3.08.11 –
29.08.11
Note:
Highest price
paid
Lowest price
paid
Nature of
interest in
relevant
securities
Number of
Investec Limited
relevant
securities
ZAR 49.99 ZAR 43.99 Purchase 2,205,757
ZAR 50.40 ZAR 43.85 Sale 2,313,069
Dealings aggregated in accordance with Note 2 of Rule 24.4 of the City Code. Purchases and sales are aggregated separately and are not netted off.
The highest and lowest prices per share have been stated. A full list of dealings is on display as set out in paragraph 14 of Part VI of this document.
5.5 Interests and Dealings – General
Save as disclosed in this paragraph 5, as at the last day of the disclosure period,
(i) none of:
(a) Investec;
(b) the Investec Directors or their respective related parties;
(c) any person acting in concert with Investec;
(d) the Evolution Directors or their respective related parties;
(e) any person acting in concert with Evolution,
had an interest in, a right to subscribe in respect of, or any short position in relation to Evolution relevant securities (whether
conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to
sell or any delivery obligations or right to require another person to purchase or take delivery, nor had any of the persons referred to
in paragraphs (a) to (c) above dealt in any Evolution relevant securities during the disclosure period, nor had any of the persons
referred to in paragraphs (d) and (e) above dealt in any Evolution relevant securities during the period from the commencement of
the Offer Period up until 29 September 2011 (the latest practicable date prior to the publication of this document).
(ii) none of:
(a) Evolution; or
(b) the Evolution Directors or their respective related parties,
had an interest in, a right to subscribe in respect of, or any short position in relation to Investec relevant securities (whether
conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to
sell or any delivery obligations or right to require another person to purchase or take delivery, nor had any of the foregoing dealt in
any Investec relevant securities between the start of the Offer Period and 29 September 2011 (being the latest practicable date
prior to the publication of this document).
(iii) none of Evolution or any person acting in concert with Evolution has any arrangement.
(iv) save for the irrevocable undertakings described in paragraph 6 below, none of Investec or any person acting in concert with Investec
has any arrangement.
(v) none of Evolution or any person acting in concert with Evolution has borrowed or lent any Evolution relevant securities (including for
these purposes any financial collateral arrangements) between the start of the Offer Period and 29 September 2011 (being the
latest practicable date prior to the publication of this document), save for any borrowed shares which have been either on-lent or
sold.
(vi) none of Investec or any person acting in concert with Investec has borrowed or lent any Evolution relevant securities (including for
these purposes any financial collateral arrangements) during the disclosure period, save for any borrowed shares which have been
either on-lent or sold.
(vii) none of Evolution or any person acting in concert with Evolution has borrowed or lent any Investec relevant securities (including for
these purposes any financial collateral arrangements) between the start of the Offer Period and 29 September 2011 (being the
latest practicable date prior to the publication of this document, save for any borrowed shares which have been either on-lent or
sold.
(viii) none of Investec or any person acting in concert with Investec has borrowed or lent any Investec relevant securities (including for
these purposes any financial collateral arrangements) during the disclosure period, save for any borrowed shares which have been
either on-lent or sold.

6 Irrevocable Undertakings and Letters of Intent
6.1 The following Evolution Directors have given to Investec irrevocable undertakings to vote or procure the vote in favour of the Offer:
Name
Number of
Evolution Shares
% of issued share
capital of Evolution
Martin Gray 35,000 0.015
Alex Snow 5,634,545 2.422
Philip Howell 5,839 0.003
Peter Gibbs 100,000 0.043
Christopher Chambers 126,000 0.054
Roger Perkin Nil –
Lord MacLaurin 125,800 0.054
Total 6,027,184 2.591
In addition the Evolution Directors have agreed that the undertaking to vote in favour of the Scheme at the Court Meeting and the
resolutions and the General Meeting will extend to Evolution Shares issued to them before the meetings on the exercise of any
options they hold.
The undertakings given by the Evolution Directors cease to be binding if the Scheme is withdrawn or lapses, unless Investec
exercises its right to announce a Takeover Offer for the entire issued share capital of Evolution, in which case it shall cease to have
effect on the withdrawal or lapsing of the Takeover Offer.
The irrevocable undertakings are governed by English law.
6.2 The following Evolution Shareholder has given to Investec an irrevocable undertaking to vote or procure the vote in favour of the
Offer:
Name
Number of
Evolution Shares
% of issued share
capital of Evolution
Landsdowne Partners 12,809,506 5.51%
Total 12,809,506 5.51%
This undertaking will lapse and be of no effect if, inter alia, the Offer is not made by the publication of the Offer document or Scheme
document, as the case may be, by 31 March 2012 (or such later date as the Panel may permit), the Offer does not become or is
not declared unconditional in all respects, if the Implementation Agreement terminates, or if a third party announces a firm intention
to make an offer under Rule 2.5 of the Code for all of the issued share capital of Evolution which values an Evolution Share at more
than 10 per cent. of the value of the Offer (the “Higher Competing Offer”) and Investec does not increase its offer to within 10
per cent. of the Higher Competing Offer within 14 days of the Higher Competing Offer being announced.
This irrevocable undertaking is governed by English law.
6.3 The following Evolution Shareholders have given to Investec letters of intent to vote in favour of the Offer:
Name
Number of
Evolution Shares
% of issued share
capital of Evolution
Schroder Investment Management Limited 9,698,872 (1) 4.17
Aberforth Partners 14,436,777 6.20
BlackRock Investment Management (UK) Limited 20,935,457 (1) 9.00
Majedie Asset Management Limited 6,266,555 (1) 2.70
Total 51,337,661 22.06
(1) Shareholding as at 8 September 2011.
57

7 Service contracts and letters of appointment of the Evolution Directors
7.1 The following service contracts exist between executive Evolution Directors and Evolution or its subsidiaries:
(a) Mr Snow has a service agreement with Evolution and Mr Howell has a service agreement with Williams de Broë, both of which are
terminable by either party on not less than 12 months’ notice. Once notice to terminate has been given by either party, Evolution
(or Williams de Broë, as the case may be) has the right in its absolute discretion to terminate the relevant director’s employment by
making a payment in lieu of notice required or any unexpired part of such notice.
(b) The following are the details of the benefits and emoluments to which the executive Evolution Directors are entitled under their
respective engagement terms with Evolution or its subsidiaries:
58
Name of Director Date of Contract Current Annual Salary Other Benefits
A. Snow 13 November 2003, as
amended on 27 July 2011
£500,000 Private medical cover for
spouse and family, car
allowance of £10,000 per
annum, death in service
benefit, critical illness cover
and life assurance
P. Howell 10 November 2009 £100,000 Private medical cover for
spouse and family, car
allowance of £10,000 per
annum, death in service
benefit, critical illness cover
and life assurance
(c) The current annual salary of Mr Snow was increased from £100,000 to £500,000 with effect from 1 July 2011. This followed a
decision by the remuneration committee of the board of Evolution to re-align Mr Snow’s remuneration so as to move away from the
previous heavy emphasis on bonus payments. The new level of remuneration is stated as being fixed for 3 years with an option to
defer a portion of salary into shares in the ESIP.
(d) In addition, Mr Snow has been granted awards over and options to acquire Evolution Shares pursuant to the Evolution Share
Schemes, and details of outstanding awards and options granted to Mr Snow are set out in paragraph 5.2(ii) of this Part VI.
(e) On 14 September 2011, Mr Snow was granted call rights over 1,285,000 Evolution Shares under the ESIP. These awards, which
were granted for nil consideration, have an exercise price of 1 pence per share. The awards were granted subject to performance
conditions which include continued employment up to the date of exercise of call rights and achievement in aggregate of the
Evolution Group’s internal forecast statutory profit before tax for the three years to 31 December 2013 and will vest in July 2014.
The options also vest automatically on a change of control of Evolution. These awards were granted following agreement in principle
by Evolution’s remuneration committee in May 2011 to provide long term incentive arrangements for the Chief Executive following
the lapse of options granted in 2009 under the ESIP. The awards granted in 2009 were also subject to automatic vesting on change
of control. On 25 July 2011, the remuneration committee of Evolution agreed to enter into a commitment to make awards to Alex
Snow under the ESIP over 2,000,000 Evolution Shares subject to the performance conditions set out above (including automatic
vesting on change of control) once Evolution was no longer in a close period. In light of the announcement of the Offer on 9
September 2011, Alex Snow requested that the remuneration committee reduce the quantum of the award from 2,000,000 to
1,285,000 Evolution Shares. The remuneration committee of Evolution agreed to this request, although it also resolved to reconsider
the granting of further awards in due course should a change of control not take place.
(f) Williams de Broë operates a discretionary executive director’s bonus scheme. Mr Howell is entitled to a minimum of 40 per cent.
of the available executive director’s bonus pool for the calendar years 2010, 2011 and 2012. The executive director’s bonus pool
is calculated as 10 per cent. of the statutory profit before tax (excluding the executive bonus pool) of Williams de Broë as declared
in the annual report and accounts of Evolution.
(g) In addition, Mr Howell has been granted awards over Evolution Shares pursuant to the Evolution Share Schemes, and details of
outstanding awards granted to Mr Howell are set out in paragraph 5.2(ii) of this Part VI.
(h) Mr Howell also participates in the WdeB GSOP and has subscribed for B ordinary shares of £0.10 each in Williams de Broë as
follows:
(i) on 25 March 2010, 4,000 B ordinary shares, at a price of £10 per share;
(ii) on 1 September 2010, 300 B ordinary shares, at a price of £10 per share.
7.2 The following letters of appointment exist between the non-executive Evolution Directors and Evolution:
(a) Mr Gibbs, Mr Chambers, Lord MacLaurin of Knebworth and Mr Perkin are each engaged by Evolution as non-executive directors
pursuant to engagement letters under which they are entitled to receive fees of £60,000 per annum. Mr Gibbs is entitled to an
additional £15,000 per annum in his capacity as a senior non-executive director. Mr Perkin receives an additional £15,000 per
annum in his capacity as Chairman of the audit committee of the board of Evolution. As of June 2011, Mr Chambers receives an
additional £15,000 per annum in his capacity as Chairman of the remuneration committee of the board of Evolution. Their

engagements are each subject to a notice period of three months and their appointment can be terminated without any entitlement
to compensation where such early termination arises because the relevant director is not reappointed, is removed at a general
meeting of Evolution, the director vacates office pursuant to a provision of Evolution’s Articles, is adjudged bankrupt, is guilty of
misconduct or commits a serious breach of his obligations, is in the reasonably opinion of the board of Evolution guilty of bringing
himself or Evolution into disrepute, he becomes incapacitated from performing his duties for 90 days in aggregate in any 12 month
period or becomes prohibited in law from being a director.
(b) Mr Gray is engaged as non-executive Chairman of Evolution pursuant to an engagement letter on terms equivalent to those referred
to in (a) above, save that he is entitled to an annual fee of £125,000 per annum and is subject to a notice period of 2 months.
7.3 Save as disclosed above, there are no service contracts or letters of appointment between any Evolution Director, or proposed
director of Evolution, and any member of the Evolution Group and, save as disclosed above, no such contract or letter of appointment
has been entered into or amended within the six months preceding the date of this document.
8 Material contracts
8.1 Confidentiality Agreement
Evolution and Investec have entered into a confidentiality agreement on 10 August 2011 (the “Confidentiality Agreement”). In the
course of discussions relating to the Offer, each of Investec and Evolution has received or will receive confidential information relating to
the other party. Pursuant to the Confidentiality Agreement, each of Investec and Evolution has undertaken to keep secret and confidential
such information and not to disclose it to third parties (other than to its advisers or its directors or employees) unless required by law or
regulation. These confidentiality obligations will remain in force for a period of two years from the date of the Confidentiality Agreement.
8.2 Investec’s material contracts
Save for the Implementation Agreement (further details of which are set out in paragraph 9 of this Part VI), no contracts have been
entered into by Investec or any member of the Investec Group, otherwise than in the ordinary course of business since 3 August 2009
(being the date two years prior to the commencement of the Offer Period) which are, or may be, material.
8.3 Evolution’s material contracts
In addition to the Implementation Agreement described in paragraph 9 of this Part VI, the following contracts, not being contracts
entered into in the ordinary course of business, have been entered into by Evolution and its subsidiaries since 3 August 2009 (being the
date two years prior to the commencement of the Offer Period) which are, or may be, material:
(a) Pursuant to a sale and purchase agreement dated 5 August 2011 and made between BNP Paribas Wealth Management S.A
(“BNPPWM”) and Williams de Broë (the “PIM Acquisition Agreement”), Williams de Broë has conditionally agreed to acquire the
entire issued share capital of BNP Paribas Private Investment Management (“PIM”) from BNPPWM for an aggregate consideration
of £5million plus the value of the adjusted net assets of PIM as at the date of completion. The acquisition of PIM is conditional on
consent for change of control of PIM being granted by the FSA and it is expected that such consent will be obtained and the PIM
Acquisition Agreement will be completed prior to the end of the current financial year. Under the terms of the PIM Acquisition
Agreement, BNPPWM has provided certain indemnities and customary warranties in relation to the business of PIM, subject to
certain limitations. On completion of the PIM Acquisition Agreement, Williams de Broë and BNPPWM will enter into a transitional
services agreement pursuant to which BNPPWM will provide certain agreed services to Williams de Broë for a period of up to five
months following completion. A monthly charge of £300,000 will be payable for these services.
(b) Pursuant to a subscription and shareholders’ agreement dated 11 November 2009 and made between Evolution and Ali Mortazavi
(“Mortazavi”) (the “Darwin Joint Venture Agreement”), Evolution agreed to set up a joint venture with Mr Mortazavi in relation
to the formation and operation of Darwin Strategic, a vehicle through which Evolution seeks to provide a range of equity funding
alternatives to quoted (primarily AIM-listed) companies. On formation, Darwin Strategic was owned as to 52 per cent. by Evolution
and as to 48 per cent. by Mr Mortazavi, although since completion of the Darwin Joint Venture Agreement, certain of the shares
owned by Mr Mortazavi have been sold to other employees of Darwin Strategic. The equity investment in Darwin Strategic by
Evolution under the terms of the Darwin Joint Venture Agreement amounted to £2million. The Darwin Joint Venture Agreement sets
out the terms for the operational conduct of the Darwin Strategic business. Pursuant to Darwin Strategic’s articles of association,
in the event of a change of control of Evolution, the other shareholders have a right to acquire Evolution’s interest in Darwin Strategic
at a price per share equal to the fair market value of Darwin Strategic at the time such change of control occurs.
8.4 Agreement relating to Evolution Securities China Limited
Although not falling within the scope of a material contract of Evolution or its subsidiaries to be disclosed under Rule 25.7(a) of the Code,
Evolution entered into an investment agreement dated 6 March 2009 (the “Investment Agreement”) with First Eastern Financial
Holdings Limited (“FEH”) and Evolution Securities China Limited (“ESCL”), pursuant to which each of Evolution and FEH agreed to invest
in ESCL such that following completion of the Investment Agreement, FEH would own 51 per cent. of the issued ordinary share capital
of ESCL. Evolution currently holds 48.47 per cent. of the issued ordinary share capital of ESCL. Under the terms of the Investment
Agreement, amongst other provisions, FEH has a right, in certain circumstances, to require that Evolution sells to FEH such number of
ordinary shares in ESCL as would increase its holding to 75 per cent.. Circumstances in which this right may be exercised includes where
any person or persons (other than FEH) acquires Evolution Shares which would entitle it to cast 30 per cent. or more of the votes at an
annual general meeting of Evolution from time to time. Accordingly, if the Scheme becomes effective, FEH will have a right to require
Evolution to sell ordinary shares in ESCL sufficient to increase FEH’s holding in ESCL to 75 per cent. of the issued ordinary shares. As at
the date of this document, Evolution has not received any indication as to whether or not FEH intends to exercise this right following the
Effective Date.
59

9 Implementation Agreement
Evolution and Investec have entered into the Implementation Agreement which contains certain obligations in relation to the
implementation of the Scheme and the conduct of Evolution’s operations prior to the Effective Date or termination of such agreement.
In particular, the Implementation Agreement contains the following principal provisions:
Non-Solicitation arrangements
Evolution has undertaken, amongst other things (subject to the overriding fiduciary duties of the Evolution Directors), not to, and to
procure that members of its Group do not, make any initial or further approach to, entertain any approach from, or enter into or continue
negotiations with, any other person with a view to a Third Party Transaction taking place.
Evolution has also undertaken to notify Investec immediately in writing of any approach that is made to it or any member of Evolution’s
Group regarding any Third Party Transaction.
Break fee arrangements
Evolution has agreed to pay Investec a break fee of £2.3 million if:
(a) the Scheme document is not posted by Evolution within 28 days of the date of this announcement or, if permitted by the Panel,
such later date as Evolution and Investec may agree;
(b) the Evolution Directors withdraw or adversely modify or qualify their recommendation (or intention to recommend) to Evolution
Shareholders to vote in favour of the Scheme and/or the General Meeting Resolution (or if applicable to accept the Offer) or they at
any time decide not to proceed with the Scheme; or
(c) a Third Party Transaction is announced prior to the Offer lapsing or being withdrawn and the Third Party Transaction referred to in
such announcement or any other Third Party Transaction is either: (i) recommended by the Evolution Directors; or (ii) becomes or is
declared unconditional in all respects or is completed.
Termination provisions
The Implementation Agreement may, subject to compliance with the City Code and the requirements of the Panel, terminate in certain
circumstances, including:
(a) if a Condition becomes incapable of satisfaction or is invoked so as to cause the Offer not to proceed in circumstances where such
invocation is in accordance with the Code;
(b) if Evolution Shareholders do not vote to approve the Offer at the Court Meeting or the General Meeting Resolution are not approved
at the General Meeting;
(c) if the Scheme Court Order is not granted or (save as the parties may agree in writing) the Effective Date has not occurred on or
before 31 March 2012;
(d) by notice in writing from Investec to Evolution if the Evolution Directors have withdrawn or adversely modified or qualified their
recommendation to Evolution Shareholders to vote in favour of the Scheme and the General Meeting Resolution and either (i) the
Panel consents to Investec withdrawing its offer (while structured as a Scheme) or (ii) a Third Party Transaction becomes or is
declared wholly unconditional or is completed; or
(e) if Investec elects to implement the Offer by way of a Takeover Offer, and if the Takeover Offer once announced under Rule 2.5 of
the Code lapses in accordance with its terms (with the consent of the Panel) or is withdrawn.
Timetable
It has been agreed that the Effective Date will not occur prior to 7 December 2011.
10 Significant Change
10.1 Save as disclosed in this document, the Evolution Directors are not aware of any significant change in the financial or trading
position of Evolution which has occurred since 30 June 2011, being the date to which the last published interim financial information of
Evolution was prepared.
10.2 Save as disclosed in this document, the Investec Directors are not aware of any significant change in the financial or trading
position of Investec since 31 March 2011, being the date to which the last published audited financial information of Investec was
prepared.
11 Sources and bases of selected financial information
In this document:
11.1 Unless otherwise stated:
(i) The value placed by the Offer on the entire issued share capital of Evolution is based on 232,680,307 Evolution Shares in issue on
8 September 2011, being the last dealing day prior to the date on which the Offer was announced. The value of the Offer as at the
date of announcement is also based on the mid-market price of Investec Shares as quoted by Fidessa at 10.40 am on 8 September
2011, being the time at which the Evolution board agreed in principle to give their recommendation;
(ii) the financial information relating to Evolution stated as at or in respect of the period ended 30 June 2011 is extracted from the
unaudited half-yearly condensed consolidated financial statements of Evolution for the six months ended 30 June 2011;
60

(iii) the financial information relating to Evolution stated as at or in respect of the period ended 31 December 2010 is extracted from
the audited consolidated financial statements of Evolution for the financial year ended 31 December 2010 prepared in accordance
with IFRS; and
(iv) the financial information relating to Investec stated as at or in respect of the period ended 31 March 2011 is extracted from the
audited consolidated financial statements of the Investec Group for the financial year ended 31 March 2011.
11.2 As at the close of business on 30 September 2011 (being the latest practicable date prior to the publication of this document)
Investec had in issue 542,424,043 ordinary shares of £0.0002 each and Evolution had in issue 232,680,307 ordinary shares of 1
pence each.
11.3 Unless otherwise stated, all prices quoted for Evolution Shares and Investec Shares are closing mid-market prices and are
derived from the daily Official List.
11.4 Unless otherwise stated, all share prices are expressed in pence. Where South African Rand has been converted to sterling in
this document, an exchange rate of 1GBP to 12.35ZAR has been used.
11.5 The information relating to the Investec Group has been provided by the Investec Directors.
12 Incorporation by reference
12.1 Parts of other documents are incorporated by reference in, and form part of, this document.
12.2 Part VII (Information Incorporated by Reference) of this document sets out which sections of such documents are incorporated
into this document.
12.3 A person who has received this document may request a copy of such documents incorporated by reference. A copy of any
such documents or information incorporated by reference will not be sent to such persons unless requested from Capita at PXS, The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by telephone of 0871 664 0321. If requested, copies will be provided,
free of charge, within two Business Days of the request.
13 Other information
13.1 Investec Investment Banking has given and not withdrawn its written consent to the issue of this document with the inclusion
of the references to its name in the form and context in which they appear.
13.2 Credit Suisse has given and not withdrawn its written consent to the issue of this document with the inclusion of the references
to its name in the form and context in which they appear.
13.3 There is no agreement, arrangement or understanding whereby the beneficial ownership of any of the Evolution Shares to be
issued to Investec pursuant to the Scheme will be transferred to any other person, save that Investec reserves the right to transfer any
such Evolution Shares to any other member of the Investec Group.
13.4 There are no arrangements of the kind referred to in Note 11 on the definition of acting in concert in the City Code which exist
between Investec, or any person acting in concert with Investec, and any other person.
13.5 Save as disclosed in this document, no agreement, arrangement or understanding (including any compensation arrangement)
exists between Investec or any person acting in concert with Investec for the purposes of the Offer and any of the directors, recent
directors, shareholders or recent shareholders of Evolution, or any person interested or recently interested in Evolution Shares, having
any connection with or dependence upon, or which is conditional on the outcome of the Offer.
13.6 Save as disclosed in this document, the emoluments of the Investec Directors will not be affected by the Offer or any other
associated transaction.
13.7 No proposal exists in connection with the Offer that any payment or other benefit shall be made or given by Investec to any
Evolution Director as compensation for loss of office or as consideration for, or in connection with, his or her retirement from office.
13.8 Settlement of the consideration to which each Scheme Shareholder is entitled under the Scheme will be implemented in full
in accordance with the terms of the Scheme without regard to any lien or right of set-off, counterclaim or other analogous right to which
Investec may otherwise be or claim to be, entitled against any such Scheme Shareholder.
13.9 The aggregate fees and expenses which are expected to be incurred by Investec in connection with the Offer are estimated to
amount to between £3.72 million to £4.02 million plus applicable VAT. This aggregate number consists of the following categories:
13.9.1 financial and corporate broking advice: £2.75 million plus applicable VAT;
13.9.2 legal advice: between £900,000 to £1.2 million plus applicable VAT. Legal fees are estimated as a range as they are charged
by reference to hourly rates and at the latest practicable date prior to the publication of this document, the residual amount of legal work
required in connection with, inter alia, anti-trust and regulatory filings was uncertain;
13.9.3 public relations advice: £20,000 plus applicable VAT; and
13.9.4 other costs and expenses: £50,000 plus applicable VAT.
61

13.10 The aggregate fees and expenses which are expected to be incurred by Evolution in connection with the Offer are estimated to
amount to £2.3 million plus applicable VAT. This aggregate number consists of the following categories:
13.10.1 financial and corporate broking advice: £1.89 million plus applicable VAT;
13.10.2 legal advice: £300,000 plus applicable VAT;
13.10.3 public relations advice: £80,000 plus applicable VAT; and
13.10.4 other costs and expenses: £30,000 plus applicable VAT.
14 Documents available for inspection
Copies of the following documents will be made available on Investec’s website at www.investec.com and on Evolution’s website at www.
evgplc.com:
14.1 the Evolution Articles;
14.2 the Evolution Articles as proposed to be amended by the resolutions set out in the notice of General Meeting set out at Part X
of this document;
14.3 the memorandum and articles of association of Investec;
14.4 the material contracts referred to in paragraphs 8.1, 8.2 and 8.3 of this Appendix VI;
14.5 the irrevocable undertakings and letters of intent referred to in paragraph 6 of this Appendix VI;
14.6 the written consents referred to in paragraph 13 of this Appendix VI;
14.7 a full list of the dealings aggregated in paragraphs 5.4(ii), (iii), (vi), (vii), (viii), (ix), (x), (xi) and (xii) of this Appendix VI;
14.8 the Implementation Agreement described in paragraph 9 above; and
14.9 this document (including any documents incorporated herein by reference) and the Forms of Proxy.
62

PART VII
INFORMATION INCORPORATED BY REFERENCE
The following documents (or parts thereof) are incorporated by reference into this document:
Document Information incorporated by reference
Interim Results of Evolution to 30 June 2011 (available for
viewing on Evolution’s website at www.evgplc.com)
Annual Report and Accounts of Evolution for the financial year
ended 31 December 2010 (available for viewing on Evolution’s
website at www.evgplc.com)
Annual Report and Accounts of Evolution for the financial year
ended 31 December 2009 (available for viewing on Evolution’s
website at www.evgplc.com)
Annual Report and Accounts of the Investec Group for the year
ended 31 March 2011 (available for viewing on Investec’s website
at www.investec.com by following the links to Investor Relations/
Financial Information/Reports)
Annual Report and Accounts of the Investec Group for the year
ended 31 March 2010 (available for viewing on Investec’s website
at www.investec.com by following the links to Investor Relations/
Financial Information/Reports)
Unaudited condensed consolidated interim financial information
(pages 11-21)
Audited financial statements
(pages 30-62)
Audited financial statements
pages 41-74)
Audited financial statements
(pages 299-390)
Audited financial statements
(pages 286-372)
The information is available in “read-only” format and can be printed from the web address detailed above.
Please see paragraph 12 of Appendix VI (Additional Information) for details of obtaining hard copies of documents incorporated by
reference into this document.
No incorporation of website information
Save as expressly referred to herein, neither the content of Evolution or Investec’s websites, nor the content of any website accessible
from hyperlinks on Evolution or Investec’s website, is incorporated into, or forms part of, this document.
63

64
PART VIII
DEFINITIONS
The following definitions apply throughout this document, unless stated otherwise:
Act or Companies Act means the Companies Act 2006 and shall be construed as a reference to it as it may
from time to time be, amended, modified or re-enacted
Admission means 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
means 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 means the announcement by Investec on 9 September 2011 of its firm intention to make
the Offer
Annual Report means the annual report and accounts of Evolution for the year ended 31 December
2010
Authorisations means material authorisations, orders, recognitions, grants, consents, clearances,
confirmations, certificates, licenses, permissions and approvals
BLUE Form of Proxy means the BLUE form of proxy or form of direction for use by Scheme Shareholders in
relation to the Court Meeting
BNP Paribas Private Investment
Management
BNP Paribas Private Investment Management Limited, a company incorporated in England
and Wales with registered number 02123174 whose registered office is at 5 Aldermanbury
Square, London EC2V 7BP
Business Day means a day on which the London Stock Exchange is open for business
Capital Reduction means the proposed reduction of the ordinary share capital of Evolution provided by the
Scheme under section 641 of the Companies Act
City Code or Code means the City Code on Takeovers and Mergers
Conditions means the conditions to the Offer set out in Part IV (Conditions and Further Terms) of this
document and a “Condition” shall mean any one of them
Court means the High Court of Justice in England and Wales
Court Meeting means the meeting of Scheme Shareholders, convened by the Court pursuant to Part 26
of the Companies Act to be held at the offices of Jones Day at 21 Tudor Street, London
EC4Y 0DJ on 27 October at 11.00 a.m. (or any adjournment thereof), notice of which is
set out at Part IX of this document
Credit Suisse means Credit Suisse Securities (Europe) Limited, acting as exclusive financial adviser to
Evolution
CREST means the system for the paperless settlement of trades in securities and the holding of
uncertificated securities operated by Euroclear in accordance with the Uncertificated
Securities Regulations 2001
CREST Manual means the rules governing the operation of CREST, consisting of the CREST Reference
Manual, the CREST International Manual, the CREST Rules, the Registrars Service
Standards, the Settlement Discipline Rules, the CCSS Operations Manual, the Daily
Timetable, the CREST Application Procedure and the CREST Glossary of Terms (all as
defined in the CREST Glossary of Terms promulgated by Euroclear on 15 July 1996 and
as amended from time to time)
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
Deferred Share a deferred share of 1 pence in the capital of Evolution

Disclosed means (i) fairly disclosed in Evolution’s Annual Report; (ii) Publicly Announced; or (iii) fairly
disclosed in writing to Investec or its financial, legal or accounting advisers (specifically in
their capacity as Investec’s advisers in relation to the Offer) by or on behalf of Evolution
prior to the date of the Announcement
Effective Date the date on which the Scheme becomes effective
Enlarged Group means the Evolution Group and the Investec Group
ESIP means the Evolution Executive Share Incentive Plan
ESL GSOP means the Evolution Securities Limited 2010 Growth Share Ownership Plan
ESOS means the Evolution 2001 Executive Share Option Scheme
Euroclear means Euroclear UK & Ireland Limited, incorporated in England and Wales with registered
number 2878738
Evolution or Company means 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 Articles means the articles of association of Evolution
Evolution Directors means the directors of Evolution, whose names are set out in paragraph 2.1 of Part VI
(Additional Information) of this document
Evolution Group or Group means Evolution and each of its subsidiaries and subsidiary undertakings from time to
time
Evolution Securities means 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 Shareholders or
Shareholders
means the holders of Evolution Shares
Evolution Shares means 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
Evolution Share Schemes means the ESOS, the ESIP, the JSOP, the ESL GSOP, the WdeB GSOP and the SIP
Excluded Overseas Shareholder means 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
Forms of Proxy means the BLUE Form of Proxy and the WHITE Form of Proxy
FSA means the Financial Services Authority
FSMA means the Financial Services and Markets Act 2000
General Meeting means the general meeting of Evolution to be held at the offices of Jones Day at 21 Tudor
Street, London EC4Y 0DJ on 27 October 2011 at 11.05 a.m. or as soon thereafter as the
Court Meeting has concluded or been adjourned (or any adjournment thereof), notice of
which is set out at Part X of this document
General Meeting Resolution means the special resolution set out in the Notice of General Meeting in Part X of this
document
holder includes a person entitled by transmission
Implementation Agreement means the implementation agreement between Investec and Evolution dated 9 September
2011
Investec means Investec plc, a company incorporated in England and Wales with registered
number 3633621 whose registered office is at 2 Gresham Street, London EC2V 7QP
Investec Bank means 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
65

Investec Directors means the directors of Investec, whose names are set out in paragraph 2.2 of Part VI
(Additional Information) of this document
Investec Group means Investec, Investec Limited and their respective subsidiaries
Investec Investment Banking means Investec Investment Bank, a division of Investec Bank plc, acting as financial
adviser and joint corporate broker to Investec
Investec Limited means Investec Limited, registration number 1925/002833/06, a public company
incorporated in South Africa
Investec Shares means the ordinary shares of £0.0002 each in the share capital of Investec
Investec Wealth means 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
JSE means 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
JSOP means the Evolution 2010 Joint Share Ownership Plan
Listing Rules means the rules and regulations made by the Financial Services Authority in its capacity
as the UKLA under the Financial Services and Markets Act 2000, and contained in the
UK Listing Authority’s publication of the same name
London Stock Exchange means London Stock Exchange plc
New Evolution Shares means the new ordinary shares of 1 pence each in the capital of Evolution to be created
in accordance with Clause 2.1 of the Scheme
New Investec Shares means the new ordinary shares in the capital of Investec of £0.0002 each to be issued
pursuant to the terms of the Offer
Offer means the acquisition by Investec of the entire issued share capital of Evolution pursuant
to the Scheme
Offer Period means the period commencing on 3 August 2011
Official List means the official list of the UK Listing Authority
Overseas Shareholder means a holder of Scheme Shares with a registered address in a jurisdiction outside the
United Kingdom or whom Investec reasonably believes to be a citizen, resident or national
of a jurisdiction outside the United Kingdom
Panel means the Panel on Takeovers and Mergers
Publicly Announced fairly disclosed in any public announcement by Evolution to any regulatory information
service or in its report and accounts for the years ended 31 December 2010
Registrar or Evolution’s
Registrar or Capita
66
means Capita Registrars Limited, a private limited company incorporated in England and
Wales under number 02605568
Registrar of Companies means the Registrar of Companies in England and Wales
Resolutions means the resolutions set out in the Notice of Court Meeting and Notice of General
Meeting in Parts IX and X of this document
Restricted Jurisdiction means any such jurisdiction where local laws or regulations may result in significant risk
of civil, regulatory or criminal exposure if information concerning the Offer is sent or made
available to Evolution Shareholders in that jurisdiction (in accordance with Rule 30.3 of
the City Code)
Scheme means the Scheme of Arrangement set out in Part III (The Scheme of Arrangement) of
this document in its present form or with or subject to any modification, addition or
condition approved or imposed by the Court and agreed to by Evolution and Investec
Scheme Court Order means 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 Record Time means 6.00 p.m. on the Business Day immediately prior to the Effective Date
Scheme Shareholders means the registered holders of Scheme Shares

Scheme Shares means
(i) the Evolution Shares in issue at the date of the Scheme;
(ii) any Evolution Shares issued after the date of the Scheme and before the Voting
Record Time; and
(iii) 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 or a member of the Investec Group
Shareholder Meetings means the Court Meeting and the General Meeting, and “Shareholder Meeting” means
either one of them
SIP means the Evolution Share Incentive Plan
Takeover Offer means the implementation of the Offer by means of a takeover offer under the City Code
Third Party means a central bank, government or governmental, quasi-governmental, supranational,
statutory, regulatory, environmental or investigative body, court, trade agency, professional
association, institution, employee representative body or any other such body or person
whatsoever in any jurisdiction
Third Party Transaction means (a) any offer (construed in accordance with the Code and whether or not subject
to pre-conditions), possible offer, proposal or indication of interest from, or on behalf of,
any person other than Investec or any person acting in concert with Investec, with a view
to such person, directly or indirectly, acquiring (in one transaction or a series of
transactions) (i) more than 30 per cent. of the issued share capital of Evolution or (ii) a
material part of the business or assets of Evolution or Evolution’s Group or (b) the entering
into, by Evolution or any member of Evolution’s Group, of any transaction or series of
transactions howsoever implemented that, in the case of (a)(ii) or (b) above, would be
reasonably likely to preclude, impede, delay or prejudice the implementation of the Offer
Trust means the Evolution Employees’ Share Trust constituted by a trust deed dated 13 March
2002
UK Listing Authority or UKLA means the Financial Services Authority acting in its capacity as the competent authority
for the purposes of Part VI of FSMA
United Kingdom or UK means the United Kingdom of Great Britain and Northern Ireland
US or United States means the United States of America, its territories and possessions, any State of the
United States and the District of Columbia
US Securities Act means the US Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder
Voting Record Time means 6.00 p.m. on the day which is two Business 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 Business
Days before the date of such adjourned meeting
WdeB GSOP means the Williams de Broë Limited 2010 Growth Share Ownership Plan
WHITE Form of Proxy means the WHITE form of proxy or form of direction for use by Shareholders in relation to
the General Meeting
Wider Evolution Group means Evolution, its subsidiaries, subsidiary undertakings and associated undertakings
and any other body corporate, partnership, joint venture or person in which Evolution and
such undertakings (aggregating their interests) have a direct or indirect interest of 20 per
cent. or more of the voting or equity capital or the equivalent
Wider Investec Group means Investec, Investec Limited and their respective subsidiaries, subsidiary undertakings
and any other body corporate, partnership, joint revenue or person in which Investec,
Investec Limited and such undertakings (aggregating their interests) have a direct or
indirect interest of 20 per cent. or more of the voting or equity capital or the equivalent
67

Williams de Broë means 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
ZAR South African rand
Unless otherwise stated, all times referred to in this document are references to London time. References to the singular include the
plural and vice versa.
All references to legislation in this document are to the legislation of England and Wales unless the contrary is indicated. Any reference
to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof.
For the purposes of this document, “subsidiary”, “subsidiary undertaking”, “undertaking” and “associated undertaking” have the
respective meanings given thereto by the Companies Act.
68

PART IX
NOTICE OF COURT MEETING
IN THE HIGH COURT OF JUSTICE
CHANCERY DIVISION
COMPANIES COURT No. 8266 of 2011
REGISTRAR DERRETT
IN THE MATTER OF THE EVOLUTION GROUP PLC
- and -
IN THE MATTER OF THE COMPANIES ACT 2006
NOTICE IS HEREBY GIVEN that by an Order dated 29 September 2011 made in the above matters the Court has directed a meeting to
be convened of the holders of the Scheme Shares (as defined in the scheme of arrangement hereinafter mentioned) for the purpose of
considering and, if thought fit, approving (with or without modification) a scheme of arrangement (the “Scheme”) proposed to be made
between The Evolution Group Plc (the “Company”) and the holders of Scheme Shares (as defined in the Scheme), and that such
meeting shall be held at the offices of Jones Day at 21 Tudor Street, London EC4Y 0DJ on 27 October 2011 at 11.00 a.m. at which
place and time all holders of the said shares are requested to attend.
A copy of the said Scheme and a copy of the explanatory statement required to be furnished pursuant to section 897 of the Companies
Act 2006 are incorporated in the document of which this notice forms part.
Holders of Scheme Shares entitled to attend and vote at the meeting may vote in person at the said meeting or they may
appoint another person, whether a member of the Company or not, as their proxy to attend and vote in their stead. A BLUE
form of proxy for use at the meeting is enclosed with this notice.
Holders of Scheme Shares are entitled to appoint a proxy in respect of some or all of their shares. Holders of Scheme
Shares are also entitled to appoint more than one proxy, provided that each proxy is appointed to exercise the rights
attached to a different share or shares held by such holder. A space has been included in the BLUE form of proxy to allow
holders of Scheme Shares to specify the number of shares in respect of which that proxy is appointed. Holders of Scheme
Shares who return the BLUE form of proxy duly executed but leave this space blank shall be deemed to have appointed the
proxy in respect of all their Scheme Shares.
Holders of Scheme Shares who wish to appoint more than one proxy in respect of their shareholding should contact the
Company’s registrar, Capita Registrars Limited at PSX, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU (the
“Company’s Registrar”) for further BLUE forms of proxy or photocopy the form of proxy as required. Such holders should also
read the “Multiple Proxy Voting Instructions” set out in the BLUE form of proxy, and note the principles that shall be applied
in relation to multiple proxies.
It is requested that BLUE forms of proxy (together with any power of attorney or authority under which they are signed, or a duly
certificated copy of such power of attorney or other authority) be lodged with the Company’s Registrar at PSX, The Registry,
34 Beckenham Road, Beckenham, Kent BR3 4TU so as to be received by no later than 11.00 a.m. on 25 October 2011, or in the
case of an adjourned meeting, not less than 48 hours before the time appointed for the said meeting, but if forms are not so lodged
they may be handed to the Company’s Registrar or the Chairman at the meeting.
Holders of Scheme Shares entitled to attend and vote at the meeting may appoint a proxy electronically by logging on to the website of
Capita at www.capitashareportal.com and entering the voting ID, task ID and shareholder reference number shown on their form of proxy.
Full details of the procedure to be followed to appoint a proxy electronically are given on the website. Information is also included in the
instructions included on the Form of Proxy.
Holders of Scheme Shares entitled to attend and vote at the meeting who hold their shares through CREST may appoint a proxy using
the CREST electronic proxy appointment service.
Completion of the BLUE form of proxy or the appointment of a proxy or proxies electronically or through CREST shall not prevent a holder
of Scheme Shares from attending and voting at the meeting or any adjournment thereof.
In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion
of the vote(s) of the other joint holder(s) and for this purpose, seniority shall be determined by the order in which the names stand in the
register of members of the Company in respect of the joint holding.
As an alternative to appointing a proxy, any holder of Scheme Shares which is a corporation may vote by a corporate representative in
accordance with the Companies Act 2006.
Entitlement to attend and vote at the meeting or any adjournment thereof and the number of votes which may be cast thereat shall be
determined by reference to the register of members of the Company at 6.00 p.m. on the day which is two business days before the date
of the meeting or adjourned meeting (as the case may be). In each case, changes to the register of members of the Company after such
time shall be disregarded.
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By the said Order, the Court has appointed Martin Gray or, failing him, Alex Snow or, failing him, any other director of the Company, to
act as Chairman of the said meeting and has directed the Chairman to report the result thereof to the Court.
The Scheme will be subject to the subsequent sanction of the Court.
Dated 3 October 2011.
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Bird & Bird LLP
15 Fetter Lane
London EC4A 1JP
United Kingdom
Solicitors for the Company

PART X
NOTICE OF GENERAL MEETING
THE EVOLUTION GROUP PLC
(Registered in England and Wales No. 3359425)
NOTICE IS HEREBY GIVEN that a GENERAL MEETING of the Company shall be held at the offices of Jones Day at 21 Tudor Street, London
EC4Y 0DJ on 27 October 2011 at 11.05 a.m. (or as soon thereafter as the Court Meeting (as defined in the document of which this
Notice forms part) has concluded or been adjourned) for the purpose of considering and, if thought fit, passing the following resolution
which shall be proposed as a special resolution:
THAT:
SPECIAL RESOLUTION
for the purpose of giving effect to the scheme of arrangement dated 3 October 2011 between the Company and the holders of Scheme
Shares (as defined in the said scheme of arrangement), a print of which has been produced to this meeting and for the purposes of
identification signed by the Chairman thereof, in its original form or subject to any modification, addition or condition agreed by the
Company and Investec plc (“Investec”) and approved or imposed by the Court (the “Scheme”):
(1) the share capital of the Company be reduced by cancelling and extinguishing all of the Scheme Shares;
(2) subject to and forthwith upon the reduction of capital referred to in paragraph (1) above taking effect and notwithstanding anything
to the contrary in the articles of association of the Company:
(a) the share capital of the Compa ny be increased to its former amount by the creation of such number of new ordinary shares of
1 pence in the capital of the Company (the “New Evolution Shares”) each as shall be equal to the aggregate of the number
of Scheme Shares cancelled pursuant to paragraph (1) above;
(b) the reserve arising in the books of account of the Company as a result of the said reduction of capital be capitalised and applied
in paying up in full at par the New Evolution Shares so created, such New Evolution Shares to be allotted and issued credited
as fully paid to Investec and/or its nominee(s); and
(c) the directors of the Company be generally and unconditionally authorised for the purposes of section 551 of the Companies
Act 2006 to allot the New Evolution Shares referred to in paragraph (a) above, provided that (1) the maximum aggregate
nominal amount of the shares which may be allotted under this authority shall be the aggregate nominal amount of the said
New Evolution Shares created pursuant to paragraph (a) above, (2) this authority shall expire on the fifth anniversary of the date
of this resolution and (3) this authority shall be in addition and without prejudice to any other authority under the said section
551 previously granted and in force on the date on which this resolution is passed;
(3) with effect from the passing of this resolution, the articles of association of the Company be amended by the adoption and inclusion
of the following new article 166:
“166 SCHEME OF ARRANGEMENT
(a) In this Article 166, the “Scheme” means the scheme of arrangement dated 3 October 2011 between the Company and the
holders of Scheme Shares (as defined in the Scheme) under Part 26 of the Companies Act 2006 in its original form or with or
subject to any modification, addition or condition approved or imposed by the Court and agreed by the Company and Investec
plc (“Investec”) and (save as defined in this Article) expressions defined in the Scheme shall have the same meanings in this
Article.
(b) Notwithstanding any other provision of these Articles, if the Company issues any ordinary shares in the capital of the Company
(other than to Investec or its nominee(s)) after the adoption of this Article and before the Scheme Record Time, such shares
shall be issued subject to the terms of the Scheme (and shall be Scheme Shares for the purposes thereof) and the holder or
holders of such shares shall be bound by the Scheme accordingly.
(c) Subject to the Scheme becoming effective, if any ordinary shares in the capital of the Company are issued to any person
(a “New Member”) (other than under the Scheme or to Investec or its nominee(s)) on or after the Effective Date (the
“Post-Scheme Shares”), they shall be immediately transferred to Investec (or as it may direct) in consideration of (subject as
hereinafter provided) the allotment and issue or transfer to the New Member of such number of Investec Shares (the
“Consideration Shares”) as that New Member would have been entitled to under the Scheme for those Post-Scheme Shares
had they been Scheme Shares, provided that if the Company is advised that the allotment and/or issue or transfer of
Consideration Shares pursuant to this Article would or may infringe the laws of a jurisdiction outside the United Kingdom or
would or may require Investec to comply with any governmental or other consent or any registration, filing or other formality with
which Investec is unable to comply or compliance with which Investec regards as unduly onerous, the Company may, in its sole
discretion, determine that such Consideration Shares shall be sold, in which event the Company shall appoint a person to act
pursuant to this Article and such person shall be authorised on behalf of such holder to procure that any shares in respect of
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which the Company has made such determination shall, as soon as practicable following the allotment, issue or transfer of such
shares, be sold.
(d) The Consideration Shares allotted and issued or transferred to a New Member pursuant to paragraph (c) of this Article shall be
credited as fully paid and shall rank pari passu in all respects with all other Investec Shares in issue at that time (other than as
regards any dividend or other distribution payable by reference to a record date preceding the date of allotment) and shall be
subject to the Articles of Association of Investec.
(e) The number of Consideration Shares to be allotted and issued to a New Member pursuant to paragraph (c) of this Article may
be adjusted by the directors of the Company, in such manner as the auditors of the Company may determine, on any
reorganisation of or material alteration (including, without limitation, any sub-division and/or consolidation) to the share capital
of either the Company or Investec effected after the close of business on the Effective Date.
(f) No fraction of a Consideration Share shall be allotted to a New Member pursuant to this Article, but any fraction of a
Consideration Share to which a New Member would otherwise have become entitled shall be rounded down to the nearest
whole number of Consideration Shares (which may be zero).
(g) To give effect to any transfer of Post-Scheme Shares, the Company may appoint any person as attorney for the New Member
to transfer the Post-Scheme Shares to Investec and/or its nominee(s) and do all such other things and execute and deliver all
such documents as may in the opinion of the attorney be necessary or desirable to vest the Post-Scheme Shares in Investec
or its nominee(s) and pending such vesting to exercise all such rights attaching to the Post-Scheme Shares as Investec may
direct. If an attorney is so appointed, the New Member shall not thereafter (except to the extent that the attorney fails to act
in accordance with the directions of Investec) be entitled to exercise any rights attaching to the Post-Scheme Shares unless so
agreed by Investec. The attorney shall be empowered to execute and deliver as transferor a form of transfer or other instrument
or instruction of transfer on behalf of the New Member (or any subsequent holder) in favour of Investec and the Company may
give a good receipt for the consideration for the Post-Scheme Shares and may register Investec as holder thereof and issue to
it certificates for the same. The Company shall not be obliged to issue a certificate to the New Member for the Post-Scheme
Shares.
(h) The purchaser shall settle the consideration due under paragraph (c) of this Article within five business days of the issue of the
Post-Scheme Shares to the New Member.
(i) Notwithstanding any other provision of these Articles, neither the Company nor the Directors shall register the transfer of any
Scheme Shares effected between the Scheme Record Time and the Effective Date.”;
(4) with effect from the passing of this resolution:
(a) one share of the Company be reclassified as a Deferred Share of 1 pence, such Deferred Share to have the rights set out in
the articles of association of the Company as amended pursuant to paragraph (b) below;
(b) the articles of association of the Company be altered by the adoption and inclusion of the following new Article 167:
“167 The Deferred Share so designated by special resolution of the Company passed on the same date as the date of adoption
of this Article shall have all the rights of an ordinary share as set out in these Articles, save that:
(i) the holder of the Deferred Share shall not be entitled to receive a dividend or other distribution or to have any other right
to participate in the profits of the Company;
(ii) the holder of the Deferred Share shall have no right to attend or vote at any general meeting of the Company; and
(iii) on a return of capital or winding-up of the Company, the holder of the Deferred Share shall be entitled, subject to the
payment to the holders of all other classes of shares of the amount paid up or credited as paid up on such shares, to
repayment of the amount paid up or credited as paid up on the Deferred Share, but shall have no further or other right to
participate in the assets of the Company.”;
(c) the Directors be generally and unconditionally authorised pursuant to and in accordance with section 551 of the Companies
Act 2006 to allot the said Deferred Share provided that (1) this authority shall expire on the fifth anniversary of the date of this
resolution and (2) this authority shall be in addition and without prejudice to any authority under the said section 551 previously
granted and in force on the date on which this resolution is passed; and
(d) pursuant to and during the period of the said authority the Directors be empowered to allot the said Deferred Share wholly for
cash as if section 561(1) of the said Act did not apply to any such allotment; and

(5) the directors of the Company be authorised to take all such action as they may consider necessary or appropriate for carrying the
Scheme into effect.
By order of the Board
3 October 2011
Tony Lee
Company Secretary
The Evolution Group Plc
Registered office
9th Floor
100 Wood Street
London EC2V 7AN
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NOTES TO THE NOTICE OF GENERAL MEETING
Entitlement to attend and vote
1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members
registered on the Company’s register of members at 6.00 p.m. on 25 October 2011 or if this meeting is adjourned, at 6.00 p.m.
two business days before the date of the adjourned meeting, shall be entitled to attend and vote at the meeting. Changes to the
register of members after 6.00 p.m. on 25 October 2011 shall be disregarded in determining the rights of any person to vote at the
meeting.
Website giving information regarding the meeting
2. Information regarding the meeting, including the information required by section 311A of the Companies Act 2006, is available from
www.evgplc.com.
Attending in person
3. Shareholders who wish to attend the meeting in person should note that the meeting will be held at 11.05a.m. on 27 October 2011
(or as soon thereafter as the Court Meeting (as defined in the document of which this Notice forms part) has concluded or been
adjourned) at the offices of Jones Day at 21 Tudor Street, London EC4Y 0DJ. Shareholders who wish to attend in person are asked
to please detach and bring with them the attendance slip attached to the WHITE Form of Proxy to assist in admission to the meeting.
Appointment of proxies
4. If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint a proxy to exercise all or any
of your rights to attend, speak and vote at the meeting and you should have received a WHITE proxy form with this notice of meeting.
You can only appoint a proxy using the procedures set out in these notes and the notes to the WHITE proxy form.
5. If you are a person who has been nominated under section 146 of the Companies Act 2006 to enjoy information rights, “Nominated
persons”.
• You may have a right under an agreement between you and the member of the Company who has nominated you to have
information rights (“Relevant Member”) to be appointed or to have someone else appointed as a proxy for the meeting;
• If you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right under an
agreement between you and the Relevant Member to give instructions to the Relevant Member as to the exercise of voting
rights; and
• Your main point of contact in terms of your investment in the Company remains the Relevant Member (or, where applicable,
your custodian or broker) and you should continue to contact them (and not the Company) regarding any changes or queries
relating to your personal details and your interest in the Company (including any administrative matters). The only exception to
this is where the Company expressly requests a response from you.
6. A proxy does not need to be a member of the Company but must attend the meeting to represent you. Details of how to appoint
the Chairman of the meeting or another person as your proxy using the WHITE proxy form are set out in the notes to the WHITE proxy
form. If you wish your proxy to speak on your behalf at the meeting you will need to appoint your own choice of proxy (not the
Chairman) and give your instructions directly to them.
7. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not
appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, each different proxy
appointment form must be received by the Company’s Registrar, Capita, PSX, The Registry, 34 Beckenham Road, Beckenham, BR3
4TU no later than 48 hours before the time appointed for the meeting.
8. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the
resolution. If either you select the ‘Discretionary’ option or no voting indication is given, your proxy will vote or abstain from voting
at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is
put before the meeting.
Appointment of proxy using hard copy proxy form
9. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote.
To appoint a proxy using the proxy form, the form must be:
• completed and signed;
• sent or delivered to the Company’s Registrar; and
• received by the Company’s Registrar no later than 48 hours before the time appointed for holding the meeting.
In the case of a member which is a Company, the WHITE proxy form must be executed under its common seal or signed on its behalf
by an officer of that Company or an attorney for that Company.
Any power of attorney or any other authority under which the WHITE proxy form is signed (or a duly certified copy of such power or
authority) must be included with the WHITE proxy form.

Electronic appointment of proxies
10. As an alternative to completing the hard copy WHITE proxy form, you can appoint a proxy electronically by using the share portal
service at www.capitashareportal.com. For an electronic proxy to be valid, your appointment must be received by Capita no later
than 48 hours before the time appointed for holding the meeting.
Appointment of proxies through CREST
11. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for
the meeting and any adjournment(s) thereof by utilising the procedures described in the CREST Manual. CREST Personal Members
or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to
their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction)
must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s (EUI) specifications and must contain the
information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be
received by the issuer’s agent (ID is RA10) no later than 48 hours before the time appointed for holding the meeting. For this
purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST
Applications Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by
CREST.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make
available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in
relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST
member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST
sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means
of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or
voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the
CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) (a) of the Uncertificated
Securities Regulations 2001.
Appointment of proxy by joint members
12. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted
by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in
the Company’s register of members in respect of the joint holding (the first-named being the most senior).
Changing proxy instructions
13. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. The cut-off time for
receipt of proxy appointments (see above) also applies in relation to amended instructions; any amended proxy appointment
received after the relevant cut-off time will be disregarded.
Where you have appointed a proxy using the hard WHITE proxy form and would like to change the instructions using another hard
copy WHITE proxy form, please contact the Company’s Registrar.
If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies
will take precedence.
Termination of proxy appointments
14. In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your
intention to revoke your proxy appointment to the Company’s Registrar. In the case of a member which is a company, the revocation
notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.
Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or
authority) must be included with the revocation notice.
The revocation notice must be received by Capita no later than 48 hours before the time appointed for holding the meeting.
If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the
paragraph directly below, your proxy appointment will remain valid.
Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and
attend the meeting in person, your proxy appointment will automatically be terminated.
Issued shares and total voting rights
15. As at 30 September 2011, the Company’s issued share capital comprised 232,680,307 ordinary shares of 1 pence each. Each
ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in
the Company as at 30 September 2011 is 232,680,307.
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Questions at the meeting
16. Under section 319A of the Companies Act 2006, the Company must answer any question you ask relating to the business being
dealt with at the meeting unless:
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• Answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential
information;
• The answer has already been given on a website in the form of an answer to a question; or
• It is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

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