Investec: Update on proposed distribution of Ninety One Shares following release of Investec shareholder circular

NOT TO BROADCAST, PUBLISH OR DISTRIBUTE, IN WHOLE OR IN PART, INTO, IN OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONCERNS MATTERS THAT MAY AFFECT THE LEGAL RIGHTS OF INVESTEC SHAREHOLDERS. IF IN DOUBT ABOUT THE CONTENTS OF THIS ANNOUNCEMENT OR ACTION TO TAKE, YOU ARE RECOMMENDED THAT YOU IMMEDIATELY SEEK YOUR OWN INDEPENDENT FINANCIAL OR LEGAL ADVICE FROM YOUR STOCKBROKER, BANK MANAGER, LAWYER, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISOR DULY AUTHORIZED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED) IF YOU RESIDE IN THE UNITED KINGDOM OR, IF NOT, FROM ANOTHER APPROPRIATELY AUTHORIZED ADVISOR.

UPDATE ON THE PROPOSED DISTRIBUTION OF NINETY-ONE SHARES FOLLOWING THE PUBLICATION OF THE INVESTEC SHAREHOLDER CIRCULAR

As part of the double-listed company structure, Investec plc and Investec Limited (together, “Investec”) notify both the London Stock Exchange (“LSE”) and the Johannesburg Stock Exchange (“JSE”) of matters which are must be disclosed under the listing rules of the Financial Conduct Authority and/or the listing requirements of the JSE.

Shareholders are referred to the press release published on Friday March 18, 2022, pursuant to which it was announced that a circular (“Circular”) was distributed to Investec shareholders on March 18, 2022 relating to the proposed distribution (the “Distribution”) of 15% of the shares of Ninety One dual-quoted corporate structure (“DLC”) comprising Ninety One plc and Ninety One Limited (together, “Ninety One”) to ordinary shareholders of Investec (the “Ordinary Shareholders of Investec”).

Capitalized terms used but not otherwise defined in this press release have the meaning ascribed to them in the Circular.

1. APPLICATION OF SECTION 46 OF THE SOUTH AFRICAN INCOME TAX ACT

• a. As further described in the Circular, Investec has requested a ruling from the South African Revenue Authority (“SARS“) as to whether the distribution cash of the ninety-one shares restricted by Investec Limited to ordinary shareholders of Investec Limited and Investec plc

  Ordinary shareholders on the register of Investec plc SA constitute a “separation transaction”

  as defined in Section 46 of the South African Income Tax Act No. 58 of 1962 (“ITA”).

• b. Shareholders are hereby notified that Investec has received an affirmative decision from SARS regarding the applicability of Section 46 of the ITA. The judgment confirms that, subject to certain regulatory and procedural conditions (the “SARS status“) having been satisfied, section 46 of the ITA will be

apply to distribution cash of the ninety-one shares limited by Investec Limited to ordinary shareholders of Investec Limited and ordinary shareholders of Investec plc of record on the register of Investec plc SA, so that the distribution cash constitutes an “unbundling transaction”. Investec is in the process of taking the necessary steps to meet the SARS requirements and expects the SARS requirements to be met at the time of distribution. Shareholders will be informed if this position changes. For avoidance of doubt, the SARS Terms apply only with respect to the application of Section 46 of the ITA; the terms of the Distribution, Program and other parts of the Submissions remain as set forth in Paragraph 4 of Part IV of the Circular.

vs.

Further information relating to taxation is set out in Part VII of the Circular, which provides a general description of certain tax consequences of the Proposals in respect of Ordinary Shareholders of Investec who are resident for tax purposes in the United Kingdom, United States , South Africa, Namibia. or Botswana. Further, with respect to the South African tax consequences as contained in Section B of Part VII of the Circular, Investec confirms that, based on the SARS Decision, Scenario 1 as described therein should apply and the tax consequences described in this part of the circular remain the same, except that ordinary shareholders of Investec plc registered on the register of Investec plc SA, in accordance with article 46(3)(a) of the ITA, shall (i) allocate a portion of the expense and market value (as defined) attributable to the Investec plc Ordinary Shares to the acquired Ninety One Ltd shares and (ii) reduce the expense and market value attributable to the Investec plc Ordinary Shares of the amount so allotted, as calculated in accordance with Articles 46(3)(a)(i) and (v).

Nothing in this announcement constitutes legal or tax advice. If an Investec Ordinary Shareholder is in any doubt as to his tax position, he should immediately consult his own professional advisers.

2. TREATMENT OF NINETY-ONE SHARES IN THE CONTEXT OF THE ALLOCATIONS OF SHARES TO INVESTEC EMPLOYEES

As indicated in the Circular, Investec intends that awards under Investec’s employee share ownership plans will, to reflect the Distribution, become awards on a combination of Investec Shares and Ninety-one Shares in the same ratio as that received by the Ordinary Shareholders of Investec. Investec has also stated its intention that there will be no acceleration of awards following the distribution, except that if tax liabilities arise for participants in Investec’s share plan following the distribution. , Investec intended to consider appropriate arrangements to enable participants to meet these Liabilities. Following the issuance of the Circular, Investec continues to review the treatment of the portion of the awards that will relate to the Ninety-one Shares, and whether to expedite the receipt of some or all of the Ninety-one Shares for participants other than directors and staff of Investec. considered material risk takers for regulatory purposes, including, where applicable, to enable participants to meet any tax liability arising therefrom. In accordance with the Circular and subject to any appropriate treatment applied in connection with any tax liability which may arise, there will be no acceleration of awards held by directors of Investec or material risk takers and, for all participants in the share plan, the original portions of the awards on Investec Shares will continue on their current terms unaffected by the Distribution.

April 21, 2022

Financial Advisor and Transaction Sponsor Investec Bank Limited

Legal advisers

ENSafrica and Linklaters LLP

Sponsor Namibia

Old Mutual Investment Services (Namibia) (Pty) Ltd

Godfather of Botswana

Motswedi Securities (Pty) Ltd

Requests:

Mr. David Miller Investec plc Corporate Secretary

Tel: + 44 (0)20 7597 4000

FORWARD-LOOKING STATEMENTS

This announcement contains before-forward-looking statements regarding certain plans and expectations of Investec plc and Investec Limited with respect to the Distribution. By their nature, all forward-looking at

statements involve risks and uncertainties because they relate to future events and circumstances that are beyond the control of Investec plc and Investec Limited. These before– forward-looking statements speak only as of

date on which they are made. Investec plc and Investec Limited expressly disclaim any obligation or undertaking to issue updates or revisions to the forward-looking statements contained in this announcement or any other forward-looking statements they may make.

IMPORTANT INFORMATION

The Ninety-one Shares to be distributed under the Proposals have not been and will not be registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States. United States and may not be offered, sold, exercised, transferred or delivered, directly or indirectly, in the United States at any time except under an exemption or in a transaction not subject to the registration requirements of United States securities law and applicable state and other United States securities laws. United States. Ninety One plc Shares to be distributed under the Scheme will be distributed on the basis of the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) below.

For purposes of qualifying for exemption from the registration requirements of U.S. securities law pursuant to Section 3(a)(10) below, Investec will notify the Court through counsel that its sanction of the Scheme will be relied upon by Investec as approval of the Scheme following a hearing on its fairness to Investec shareholders, which all shareholders of Investec plc are entitled to attend in person or through counsel to support or oppose the Scheme sanction and in respect of which notice has been given to all Investec plc Shareholders.