Reissue : Notice of EGM

The following announcement is being reissued due to a problem with the formatting of the original announcement, distributed today at 07:00hrs. Please see below for the full and correct text. Investec plc - the Company (Incorporated in England and Wales) (Registration number: 363621) Share Code: INP ISIN: GB0031773103 INVESTEC PLC This announcement is not for release, publication or distribution, in whole or in part, in or into the United States, Canada, Australia or Japan 20 October 2005 Announcement to Investec Members regarding: * an odd-lot offer to Investec Members (the 'Odd-lot Offer'); * amendments to the takeover provisions contained in the articles of association of Investec Limited and Investec plc; and * the adoption of a new Incentive Plan by Investec plc (collectively the 'Proposals'). 1. INTRODUCTION Investec has proposed a tender offer to Investec Members, known in South Africa as an Odd-lot Offer, whereby holders of less than 100 ordinary shares in Investec Limited and holders of less than 100 ordinary shares in Investec plc (collectively 'Odd-lot Holders') are given the option to sell their holdings to Investec. Amendments are also proposed to the takeover provisions contained in the articles of association of Investec plc and Investec Limited, and the introduction of a new Incentive Plan by Investec plc. Implementation of the Odd-lot Offer, the amendments to the takeover provisions and the introduction of the new Incentive Plan are subject to receiving the prior approval of Investec Limited Members and Investec plc Members of the resolutions to be proposed at the Investec Limited General Meeting and the Investec plc Extraordinary General Meeting respectively (collectively, the 'Investec General Meetings'), scheduled for Monday, 14 November 2005 and, where necessary, the registration of the resolutions. The Boards of Investec Limited and Investec plc consider the Proposals to be in the best interests of Investec Members as a whole and accordingly unanimously recommend Investec Members to vote in favour of the Proposals. 2. RATIONALE FOR THE ODD-LOT OFFER The Investec Directors believe that the cost to Odd-lot Holders of selling their Investec Shares is, generally, disproportionate to the size of their holding putting them in a different position to larger shareholders. The Odd-lot Offer therefore provides Odd-lot Holders an affordable exit strategy. Odd-lot Holders who choose to sell will be given the opportunity to realise the maximum possible proceeds from the sale of their Investec Shares and will not have to pay the transaction costs typically payable on a disposal of shares (such as trading costs and transfer duty) as these costs will be paid by Investec. Also, there are a large number of Odd-lot Holders constituting a small percentage of the share capital. The recurring costs connected with servicing such a large number of Odd-lot Holders is borne, indirectly, by all Investec Members. The Investec Directors believe that these costs are disproportionate to the size of the Odd-lot holding and, accordingly, believe that the Odd-lot Offer is to the benefit of Investec Members as a whole. At 10 October 2005, 7,760 out of 12,359 registered Investec Limited Members held fewer than 100 Investec Limited Shares ('Investec Limited Odd-lot Holders') constituting only 0.4 per cent of the total number of Investec Limited Shares in issue, and 6,963 out of 14,506 registered Investec plc Members held fewer than 100 Investec plc Shares ('Investec plc Odd-lot Holders') constituting only 0.3 per cent of the total number of Investec plc Shares in issue. 3. DETAILS OF THE ODD-LOT OFFER Under the terms of the Odd-lot Offer: a) Investec Limited Odd-lot Holders who hold less than 100 Investec Limited Shares at the close of business on the Record Date, expected to be Friday, 2 December 2005, can elect to: * sell their Investec Limited Shares to a subsidiary of Investec Limited at a 5 per cent premium to the volume weighted average price of Investec Limited Shares traded on the JSE over the five trading days prior to Friday, 18 November 2005; or * retain their Odd-lot holdings. b) Investec plc Odd-lot Holders who hold less than 100 Investec plc Shares at the close of business on Record Date, expected to be Friday, 2 December 2005, can elect to: * sell their Investec plc Shares to Investec plc at a 5 per cent premium to the volume weighted average price of their Investec plc Shares over the five trading days prior to Friday, 18 November 2005; or * retain their Odd-lot holdings. Members who are both Investec Limited Odd-lot Holders and Investec plc Odd-lot Holders will be able to participate in both the Investec Limited and Investec plc portions of the Odd-lot Offer. Investec Limited Odd-lot Holders and Investec plc Odd-lot Holders recorded on the South African branch register will be paid in Rand and Investec plc Odd-lot Holders recorded on the UK share register will be paid in Pounds Sterling. Odd-lot Holders should note that, should they fail to validly exercise their election, then their Odd-lot holdings will be sold to Investec and the net proceeds paid to them (unless, in the case of the Investec plc Odd-lot Offer, they hold their Investec plc Shares through CREST). Repurchases will be made pursuant to a specific shareholder authority. 4. SALIENT DATES AND TIMES 2005 Election period for the Odd-lot Offer opens Monday, 24 October Investec Limited and Investec plc Offer Price Friday, 18 November finalised and announced on RIS and SENS on Last day to trade for Investec Limited Members and Friday, 25 November Investec plc Members on the South African branch register in order to participate in/be eligible for the Odd lot Offer on Last day to trade for Investec plc Members on the UK Tuesday, 29 November share register in order to participate in/be eligible for the Odd lot Offer on Election period for the Odd-lot Offer closes at 12:00 Friday, 2 December (SA/UK time) on Record date to determine those Investec Limited Friday, 2 December Members and Investec plc Members entitled to participate in the Odd-lot Offer at the close of business on Implementation of the Odd-lot Offer takes effect and Monday, 5 December payment commences from Notes: (1) The above dates and times are subject to change. Any changes will be released on RIS and SENS and published in the South African press. (2) Odd-lot Holders may not dematerialise or rematerialise their Investec Limited Shares or their Investec plc Shares recorded on the South African branch register between Monday, 28 November and Friday, 2 December 2005 both dates inclusive. (3) Transfers between the UK and South African share registers of Investec plc may not take place between Monday, 28 November and Friday, 2 December 2005 both dates inclusive. 5. FINANCIAL EFFECTS OF THE ODD-LOT OFFER The Odd-lot Offer and the potential buyback of Investec Shares by a subsidiary of Investec Limited and Investec plc will have no significant effect on the earnings, headline earnings per ordinary share, net asset value or tangible net asset value per ordinary share of Investec Limited or Investec plc. Any Investec Shares acquired by Investec pursuant to the terms of the Odd-lot Offer will be held in treasury and, accordingly, the Odd-lot Offer will have no effect on the issued ordinary share capital of Investec Limited or Investec plc. 6. TAKEOVER PROVISIONS The Investec Directors are proposing amendments to the takeover provisions contained in the articles of association of both Investec Limited and Investec plc. These provisions were originally put in place when the DLC structure was created to seek to ensure that any potential bidder would have to make a bid for Investec as a whole rather than being able to make a bid for either Investec Limited or Investec plc alone. The proposed amendments seek to protect this position whilst ensuring that the provisions in the articles of association of Investec Limited and Investec plc comply with the EU Takeover Directive which is due to be brought into effect in the United Kingdom in the first half of 2006. 7. THE INCENTIVE PLAN The Investec Directors are proposing the introduction of a new Incentive Plan for Investec plc. The introduction of this new plan requires the approval of Investec Members at the Investec General Meetings. In addition, the Investec Directors are proposing that, conditional on approval of the Investec Plan, Investec Limited be authorised to establish further plans, based on the Incentive Plan, for the benefit of Investec Limited employees. 8. GENERAL MEETINGS The General Meeting of Investec Limited and the Extraordinary General Meeting of Investec plc, to consider the resolutions required to implement the Proposals will be held at the offices of Investec Limited, 100 Grayston Drive, Sandown, Sandton, South Africa, 2196 and at the offices of Investec plc, 2 Gresham Street, London, EC2V 7QP, United Kingdom, respectively. The Investec General Meetings will be held at 15:00 (SA time) and 13:00 (UK time) on Monday, 14 November 2005. 9. CIRCULAR A circular containing details of the Proposals will be posted to Investec Members today, 20 October 2005 and is available under Investor Relations on Investec's website (www.investec.com). Full details of the action to be taken by Investec Members in respect of the Investec General Meetings and the Proposals are set out in the circular. Enquiries: Investec plc Ursula Munitich +44 207 597 5546 Merrill Lynch International +44 207 996 1000 Merrill Lynch South Africa +27 11 305 5555 Peter Tracey Paris Aposporis Andrew Fairclough Citigate Dewe Rogerson +44 207 638 9571 Sara Batchelor Merrill Lynch is acting for Investec and no one else in connection with the Odd-lot Offer and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Odd-lot Offer and will not be responsible for providing the protections afforded to its clients nor for giving advice in relation to the Odd-lot Offer or any transaction or arrangement referred to, or information contained in this announcement. The Odd-lot Offer is not being made, directly or indirectly, in or into the United States, Canada, Australia or Japan or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction. Odd-lot Holders may not tender Investec Shares into the Odd-lot Offer by any means from within the United States, Canada, Australia or Japan or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction. The Odd-lot Offer is not being made, directly or indirectly, by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of the United States, Canada, Australia or Japan. Accordingly, copies of this announcement or any accompanying documents are, subject to certain exceptions, not being, directly or indirectly, mailed or otherwise distributed, forwarded or transmitted in, into or from the United States. Any persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and should not, subject to certain exceptions, mail or otherwise distribute, forward or transmit them in, into or from the United States or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or use such means, instrumentality or facility in connection with the Odd-lot Offer, and so doing may render invalid any related purported acceptance of the Odd-lot Offer. Any persons (including, without limitation, custodians, nominees and trustees) who would or otherwise intend to, or may have a contractual or other legal obligation to, forward this announcement or any accompanying documents to the United States should seek appropriate advice before taking any action.

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