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Mon 16 Sep 2002, 13:27 Firstrand Limited - Results For The Year Ended 30
FirstRand Limited - Results For the year ended 30 June 2002                     
FirstRand                                                                       
Financial Imagineering                                                          
Another year of sustained excellence                                            
Results                                                                         
For the year ended 30 June 2002                                                 
www.firstrand.co.za                                                             
Group at a glance                                                               
The FirstRand Group comprises a number of independent operating divisions. These
divisions are grouped and managed on a cluster basis which ensures appropriate  
collaboration between divisions operating in the same market segment.           
Central to the FirstRand strategy is the image and reputation of its operating  
divisions and their respective brands.                                          
The FirstRand mission statement is to passionately build and nurture the most   
compelling range of financial service brands in the business.                   
The divisions, their brands and the clusters to which they belong are presented 
below:                                                                          
Retail cluster                                                                  
First National Bank retail banking division incorporates the branch network and 
all basic and transactional banking product offerings to the consumer market.   
First National Bank Home Loans is the primary mortgage lending operation in the 
retail consumer market.                                                         
WesBank is a full service provider of instalment credit finance to the retail   
and corporate market.                                                           
e-Bucks.com is the internet banking operation incorporating full retail internet
banking functionality and the Banking Group`s customer appreciation programme.  
OUTsurance offers direct short-term insurance products. FirstLink offers        
insurance broking services to retail and medium corporate clients.              
First National Bank of Namibia, Botswana and Swaziland comprise the Banking     
Group`s regional offering. They provide a broad range of retail and medium      
corporate transactional and lending banking products to their regional client   
bases.                                                                          
Wealth Cluster                                                                  
Ansbacher (South Africa) provides a holistic wealth management offering to high 
net worth individuals, focused on personalised banking, advisory and portfolio  
management services.                                                            
Origin, the merchant bank for individuals, is focused on the provision of       
differentiated banking and investment products to the mass affluent market.     
Momentum Life develops and markets investment and risk products that create and 
preserve wealth in the middle to upper-income market.                           
Momentum MultiManagers is a multi-management asset management business servicing
institutional and retail clients in South Africa and internationally.           
Corporate cluster                                                               
Rand Merchant Bank, the Banking Group`s investment banking operation provides a 
broad range of corporate finance, treasury, structured finance and private      
equity services to predominantly large corporates, government and parastatals.  
FNB Corporate provides a broad range of transactional, lending and basic banking
products to the mid and large corporate markets, government and parastatals.    
The centralised treasury is responsible for the liquidity, funding and interest 
rate management of the Banking Group.                                           
FirstRand Asset Management is a global asset management group offering a        
complete range of domestic and international products to institutional and      
retail clients.                                                                 
Momentum Employee Benefits offers insurance benefits, consulting,               
administration, risk and investment solutions to the corporate and union market.
Central Cluster                                                                 
Represents the interest, dividends and net rentals earned on Momentum Group`s   
shareholders` assets.                                                           
The Capital Centre owns and manages the Banking Group`s capital base.           
FirstRand International is the holding company for the Banking Group`s          
international operations - the company facilitates and enables the international
expansion and corporate governance of the international operations of the       
Banking Group. The operating performances are included in the results of the    
appropriate cluster.                                                            
Health cluster                                                                  
Discovery focuses on making people healthier and protecting and enhancing their 
lifestyles. Discovery products relate to healthcare funding and life assurance  
and are all underpinned by the Vitality wellness programme.                     
International cluster                                                           
Ansbacher (United Kingdom) offers personalised holistic global wealth management
to high net worth individuals in international markets.                         
FirstRand                                                                       
Financial Imagineering                                                          
1966/010753/06 Share code: FSR  ISIN code: ZAE 000014973 ("FSR")                
Introduction                                                                    
This report relates to the consolidated financial results of FirstRand Limited  
and its wholly owned subsidiaries, FirstRand Bank Holdings Limited (the Banking 
Group) and Momentum Group Limited (the Insurance Group). Comprehensive reports  
relating to these banking and insurance subsidiaries are included in this       
circular and should be read in conjunction with this report.                    
Financial highlights                                                            
- Core operational headline earnings +21%                                       
- Headline earnings including translation gains +28%                            
- Dividends per share +20%                                                      
- Total assets under management and administration R473 billion                 
This circular is available on our website at: www.firstrand.co.za               
E-mail questions to: asktheCFO@firstrand.co.za                                  
Statement of headline earnings and dividends                                    
for the year ended 30 June                                                      
                  2002           2001           %                               
R million         (audited)      (audited)      change                          
Banking Group     3 744          2 787          34                              
(refer page 11)                                                                 
  Core            3 196          2 580          24                              
operations                                                                      
Foreign         548            207            >100                            
currency                                                                        
translation gain                                                                
Insurance Group   1 038          943            10                              
(refer page 25)                                                                 
  Core            1 038          911            14                              
operations                                                                      
  Foreign         -              32             (100)                           
currency                                                                        
translation gain                                                                
FirstRand         (61)           (41)           (49)                            
Limited                                                                         
Headline          4 721          3 689          28                              
earnings                                                                        
Less: Foreign     (548)          (239)          >(100)                          
currency                                                                        
translation gain                                                                
Core operational  4 173          3 450          21                              
headline                                                                        
earnings                                                                        
Dividends         1 552          1 293          20                              
declared (Rm)                                                                   
Return on                                                                       
average equity                                                                  
(based on core                                                                  
operational       25,6           25,2                                           
headline                                                                        
earnings) (%)                                                                   
Return on         27,2           26,1                                           
average equity                                                                  
(based on                                                                       
headline                                                                        
earnings) (%)                                                                   
Number of shares  5 445          5 445                                          
in issue                                                                        
(million)                                                                       
Core operational  76,6           63,4           21                              
headline                                                                        
earnings per                                                                    
share (cents)                                                                   
Headline          86,7           67,7           28                              
earnings per                                                                    
share (cents)                                                                   
Earnings per      82,8           65,7           26                              
share (cents)                                                                   
Dividend per                                                                    
share (cents)                                                                   
Interim           13,50          11,25          20                              
Final             15,00          12,50          20                              
Total             28,50          23,75          20                              
Headline earnings reconciliation                                                
for the year ended 30 June                                                      
2002            2001            %                             
R million         (audited)       (audited)       change                        
Banking Group     3 740           2 780           35                            
Insurance Group   825             831             (1)                           
Goodwill          5               5               -                             
amortised -                                                                     
intergroup                                                                      
                  4 570           3 616           26                            
FirstRand         (61)            (41)            (49)                          
Limited                                                                         
Earnings          4 509           3 575           26                            
attributable to                                                                 
ordinary                                                                        
shareholders                                                                    
Add:              58              36                                            
Amortisation of                                                                 
goodwill                                                                        
Add: Impairment   210             -                                             
of goodwill                                                                     
Add: Loss on      4               -                                             
disposal of                                                                     
assets                                                                          
Add: Effect of    -               31                                            
insurance                                                                       
transitional tax                                                                
on prior years                                                                  
Add: Exceptional                                                                
items in respect                                                                
of insurance                                                                    
associated        -               47                                            
company                                                                         
Less: Profit on   (32)            -                                             
sale of                                                                         
subsidiary                                                                      
Less: Abnormal    (28)            -                                             
profit on                                                                       
release of                                                                      
reserves                                                                        
Headline          4 721           3 689           28                            
earnings                                                                        
Balance sheet                                                                   
at 30 June                                                                      
                    2002            2001                                        
R million                           (audited)      (audited)                    
Assets                                                                          
Banking operations  246 337         169 444                                     
Cash and short-     24 784          10 133                                      
term funds                                                                      
Short-term          3 429           6 105                                       
negotiable                                                                      
securities                                                                      
Liquid assets and   37 939          27 148                                      
trading securities                                                              
Advances            175 161         123 343                                     
Other investments   3 286           2 715                                       
Non-recourse        1 738           -                                           
investments                                                                     
Insurance           76 461          70 510                                      
operations                                                                      
Funds on deposit    13 334          6 160                                       
Government and      9 868           8 739                                       
public authority                                                                
stocks                                                                          
Debentures and      9 675           8 724                                       
other loans                                                                     
Policy loans        580             517                                         
Equity investments  40 100          43 331                                      
Investment          2 904           3 039                                       
properties                                                                      
Current assets      10 523          7 307                                       
Loans               1 150           1 108                                       
Investments in      1 736           978                                         
associated                                                                      
companies                                                                       
Derivative          32 342          17 682                                      
instruments                                                                     
Deferred taxation   1 264           254                                         
asset                                                                           
Intangible assets   942             525                                         
Retirement benefit  -               126                                         
asset                                                                           
Property and        4 045           3 497                                       
equipment                                                                       
Total assets        374 800         271 431                                     
liabilities and                                                                 
shareholders`                                                                   
equity                                                                          
Deposits and        201 404         141 461                                     
current accounts                                                                
Non-recourse        1 738           -                                           
deposits                                                                        
Current             13 790          12 482                                      
liabilities                                                                     
Provisions          926             782                                         
Taxation            508             376                                         
Derivative          37 215          24 058                                      
instruments                                                                     
Short trading       16 799          429                                         
positions                                                                       
Deferred taxation   2 288           1 526                                       
liability                                                                       
Post-retirement     1 211           1 124                                       
medical liability                                                               
Long-term           4 229           3 835                                       
liabilities                                                                     
Life insurance      73 273          67 917                                      
funds                                                                           
Total liabilities   353 381         253 990                                     
Outside             1 112           856                                         
shareholders`                                                                   
interests                                                                       
Share capital and   9 585           9 595                                       
share premium                                                                   
Reserves            10 722          6 990                                       
Total liabilities   374 800         271 431                                     
and shareholders`                                                               
equity                                                                          
Summarised cash flow statement                                                  
for the year ended 30 June                                                      
                        2002                2001                                
R million               (audited)           (audited)                           
Cash flows from                                                                 
operating activities                                                            
  Cash generated by     15 401              14 294                              
operations                                                                      
  Working capital       (3 218)             4 546                               
changes                                                                         
  Cash inflow from      12 183              18 840                              
operations                                                                      
  Normal tax paid       (1 412)             (955)                               
  Dividends paid        (1 416)             (1 157)                             
Net cash inflow from    9 355               16 728                              
operating activities                                                            
Net cash                11 988              (15 780)                            
inflow/(outflow) from                                                           
investment activities                                                           
Net cash                482                 (827)                               
inflow/(outflow) from                                                           
financing activities                                                            
Net increase in cash    21 825              121                                 
and cash equivalents                                                            
Cash and cash           16 293              16 100                              
equivalents at                                                                  
beginning of year                                                               
Cash and cash           -                   72                                  
equivalents acquired                                                            
Cash and cash           38 118              16 293                              
equivalents at end of                                                           
year                                                                            
Statement of changes in equity                                                  
for the year ended 30 June                                                      
                                             Non-           Total               
Share    Share    Retained  distributable  shareholders`       
R million        capital  premium  earnings  reserves       funds               
Balance at 1                                                                    
July 2000                                                                       
As previously    56       9 539    4 517     257            14 369              
stated                                                                          
Changes in                                                                      
accounting                                                                      
policies                                                                        
- Recognised                                                                    
employer reserve                                                                
on                                                                              
pension fund     -        -        156       -              156                 
surplus                                                                         
- Leave pay      -        -        (310)     -              (310)               
provision                                                                       
- Post-          -        -        (248)     -              (248)               
retirement                                                                      
medical aid                                                                     
liability                                                                       
- Restatement of -        -        -         (101)          (101)               
investment                                                                      
reserve                                                                         
Restated balance 56       9 539    4 115     156            13 866              
at 1 July 2000                                                                  
Currency         -        -        -         141            141                 
translation                                                                     
differences                                                                     
Revaluation of   -        -        -         128            128                 
investments                                                                     
Non-             -        -        -         28             28                  
distributable                                                                   
reserves of                                                                     
associated                                                                      
companies                                                                       
Movement in      -        -        -         4              4                   
other reserves                                                                  
Earnings         -        -        3 575     -              3 575               
attributable to                                                                 
shareholders                                                                    
Dividends        -        -        (1 157)   -              (1 157)             
Balance at 30    56       9 539    6 533     457            16 585              
June 2001                                                                       
Balance at 1     56       9 539    6 533     457            16 585              
July 2001                                                                       
Preference share -        (10)     -         -              (10)                
capital redeemed                                                                
Currency         -        -        -         604            604                 
translation                                                                     
differences                                                                     
Revaluation of   -        -        -         60             60                  
investments                                                                     
Non-             -        -        -         12             12                  
distributable                                                                   
reserves of                                                                     
associated                                                                      
companies                                                                       
Movement in      -        -        -         (37)           (37)                
other reserves                                                                  
Earnings         -        -        4 509     -              4 509               
attributable to                                                                 
shareholders                                                                    
Dividends        -        -        (1 416)   -              (1 416)             
Transfer         -        -        (36)      36             -                   
(to)/from                                                                       
reserves                                                                        
Balance at 30    56       9 529    9 590     1 132          20 307              
June 2002                                                                       
Assets under management and administration                                      
at 30 June                                                                      
                           2002                2001                             
R million                  (audited)           (audited)                        
Holding company                                                                 
Banking Group              1 158               1 112                            
Insurance Group            281 774             189 886                          
On-balance sheet           190 196             182 454                          
Off-balance sheet assets   91 868              80 433                           
managed and administered                                                        
on behalf of clients                                                            
Total assets under         98 328              102 021                          
management and                                                                  
administration                                                                  
                           473 128             373 452                          
Sources of profit                                                               
for the year ended 30 June                                                      
R million        2002        %           2001          %                        
Retail cluster   1 761       42,2        1 577         45,7                     
Retail banking   803         19,2        631           18,3                     
Instalment       503         12,1        471           13,6                     
finance                                                                         
African          288         6,9         231           6,7                      
subsidiaries                                                                    
Mortgage lending 133         3,2         210           6,1                      
Short-term       34          0,8         34            1,0                      
insurance                                                                       
Corporate        1 436       34,4        1 194         34,6                     
cluster                                                                         
Investment       677         16,2        540           15,7                     
banking                                                                         
Corporate        424         10,1        337           9,8                      
banking                                                                         
Asset management 228         5,5         198           5,7                      
Employee         107         2,6         119           3,4                      
benefits                                                                        
Wealth cluster   398         9,6         289           8,4                      
Individual       382         9,2         308           9,0                      
insurance                                                                       
business                                                                        
Private banking  16          0,4         (19)          (0,6)                    
- domestic                                                                      
Health cluster                                                                  
Discovery        131         3,1         115           3,3                      
Holdings                                                                        
International                                                                   
Ansbacher UK     8           0,2         62            1,8                      
Capital          439         10,5        213           6,2                      
Capital centre - 310         7,4         83            2,4                      
Banking Group                                                                   
Shareholders`    190         4,6         171           5,0                      
assets -                                                                        
Insurance Group                                                                 
FirstRand        (61)        (1,5)       (41)          (1,2)                    
Limited                                                                         
Core operational 4 173       100,0       3 450         100,0                    
headline                                                                        
earnings                                                                        
Notes                                                                           
1. Core operational headline earnings exclude foreign currency translation      
gains.                                                                          
2. Taxation relating to the Banking Group has been allocated across the bank`s  
operating divisions on a pro rata basis.                                        
Commentary                                                                      
OPERATING ENVIRONMENT                                                           
The year under review will be remembered for the 11th September 2001 attack on  
the World Trade Centre and the precipitous drop in the value of the Rand which  
followed it. The Rand`s subsequent recovery was not sufficient to prevent a     
substantial rise in domestic inflation and the Reserve Bank reacted by raising  
its repo rate by a total of 300 basis points between January and June 2002.     
International financial markets performed poorly. Equity prices were affected by
uncertainty regarding the recovery of the US economy and by major corporate     
failures and declining credit ratings. Argentina defaulted on its debt          
obligations and this created concerns regarding the potential for defaults in   
other emerging markets. This led to increased uncertainty and market volatility.
Second tier banks in South Africa experienced liquidity pressures which were    
further exacerbated when one of them was placed under curatorship. This led to a
flight by depositors to the larger financial institutions and a further         
consolidation of the banking industry.                                          
FINANCIAL OVERVIEW                                                              
FirstRand`s results demonstrate the resilience of its diversified earnings base.
The year was characterised by good organic top-line growth in banking and two   
significant strategic acquisitions. The top-line growth was achieved by the     
Banking Group without compromising the risk profile of its domestic lending     
portfolio.                                                                      
Shocks in the international debt markets led to losses being incurred on the    
bank`s international lending portfolio. These were partially offset by good     
profits in the trading divisions which benefited from the uncertainty and       
volatility created by the self-same shocks.                                     
The Insurance Group experienced a decline in new business growth but in spite of
this achieved robust double digit headline earnings growth. The devaluation of  
the Rand gave rise to abnormally large translation gains. Gains of this         
magnitude are not expected to be repeated in the coming year. The impact of     
these gains on the results is highlighted in this report and is excluded from   
core operational headline earnings.                                             
FINANCIAL RESULTS                                                               
Consolidated headline earnings for the year to 30 June 2002 totalled R4 721     
million (86,7 cents per share) representing an increase of 28% on the R3 689    
million (67,7 cents per share) of the previous year. If the impact of the       
foreign currency translation gain relating to integral businesses is removed,   
core operational headline earnings grew by 21% to R4 173 million (76,6 cents per
share).                                                                         
Attributable earnings, which include goodwill amortisation, asset impairment and
other exceptional items, increased by an excellent 26% to R4 509 million. The   
rate of growth in core operational headline earnings in the second half of the  
year was consistent with that announced at the interim stage.                   
The Banking Group increased headline earnings by 34% to R3 744 million. Headline
earnings of the Insurance Group, which exceeded R1 billion for the first time,  
increased by 10% to R1 038 million.                                             
Banking operations contributed 77% to core operational headline earnings with   
insurance and asset management operations contributing the balance. Earnings    
from international operations, which included another satisfactory year from the
African banking subsidiaries, represented 15% of core operational headline      
earnings (2001: 18%).                                                           
A final dividend of 15 cents per share (2001: 12,5 cents per share) has been    
declared bringing the total dividend for the year to 28,5 cents per share (2001:
23,75 cents per share). This represents an increase of 20%. Dividend cover based
on core operational headline earnings was retained at approximately 2,7 times.  
The Group`s assets under management and administration now total R473 billion,  
an increase of 27% on last year.                                                
FirstRand`s return on average equity based on the disclosed headline earnings   
was 27,2% (2001: 26,1%). Return on average equity using core operational        
headline earnings was 25,6% (2001: 25,2%).                                      
STRATEGIC INITIATIVES                                                           
During the year the Group was involved in a number of important strategic       
initiatives.                                                                    
These include:                                                                  
- In July 2001, the acquisition of a further 32% in the international asset     
manager, Jersey General Group (Ashburton) bringing the total holding to 87%.    
- In January 2002, the sale of 40% of Futuregrowth, the Group`s specialist fund 
manager, to WipCapital in a major black economic empowerment initiative.        
- In February 2002, the successful merging of the back-office processing,       
administration and management teams of Ansbacher South Africa and Origin to     
eliminate duplicated cost infrastructures while retaining their distinct and    
unique service offerings.                                                       
- The acquisition in March 2002 of the NBS HomeLoan book valued at R11,5        
billion. The Group`s short-term insurer, OUTsurance, benefited from the         
acquisition of the NBS insurance book relating to these properties.             
- In May 2002, the taking on of the deposit client base and liabilities of      
Saambou valued at R12,8 billion and as part of the same transaction the         
acquisition of the homeloan book of R4,9 billion.                               
- The establishment with effect from June 2002 of Momentum International        
MultiManagers through the consolidation of the local multi-manager, Momentum    
Advisory Service with Ansbacher International MultiManagers in the United       
Kingdom. The result is a focused multi-manager product house catering for both  
local and international investors.                                              
Other strategic interventions included the successful resolution of the Banking 
Group`s risk concentration to the furniture and retail credit markets. Further  
consolidation of back-office operations in the Retail Bank improved operating   
efficiencies. Two major securitisation deals assisted the bank in its capital   
optimisation programme.                                                         
In the Insurance Group, the resolution of the dispute between Discovery and the 
Council for Medical Schemes regarding the level of fees and re-insurance        
arrangements was strategically important. Both Momentum and Discovery Life      
successfully launched new risk-related products.                                
OPERATING RESULTS OF SUBSIDIARIES                                               
Banking Group                                                                   
The Banking Group enjoyed another very successful year increasing its core      
headline earnings by 24%. Advances growth of 42% was driven by good organic     
growth in most business units, increased exposure to the international credit   
market and two strategic acquisitions.                                          
The retail deposit base increased by 42% as a result of the acquisition of the  
Saambou deposit book, the flight by depositors to larger institutions and       
focused marketing strategies. Average interest margins were maintained as a     
result of the change in the mix of assets and the increase in the retail deposit
book. The capital centre benefited from the endowment effect of increasing      
interest rates.                                                                 
Local bad debt provisioning continued to show improving trends. Regrettably,    
there were higher than expected losses on the international lending portfolio as
a result of a number of well publicised US corporate failures. These losses were
partly offset by excellent trading profits arising from market volatility.      
Non-interest revenue reflected good growth in transactional income as the       
Banking Group benefited from customer gains.                                    
Expenses were well controlled. This, coupled with successful top-line growth    
strategies, resulted in the overall operating expense ratio excluding all       
foreign currency translation gains, reducing from 60,9% to 57,6%.               
Insurance Group                                                                 
The Insurance Group was able to demonstrate the robustness of its earnings in   
the face of very difficult trading conditions.                                  
Momentum Life`s individual business increased profits by a pleasing 24% against 
a background of limited offshore investment capacity. The principal contributors
to growth were favourable mortality experience, sound expense management and a  
meaningful increase in the contribution from the structured products division.  
Momentum Employee Benefits` results were negatively impacted by AIDS- related   
claims. Corrective pricing action has been taken. New business gains were       
pleasing. Products designed to help pension funds cater for pensioner           
liabilities were well received in the market place.                             
Earnings from asset management activities were flat. The investment team        
improved its investment performance ranking relative to competitors. If         
translation gains reflected in the prior year results are removed, the South    
African asset management operations showed good growth in earnings while those  
from international operations were flat as a result of declining international  
equity prices and lower than anticipated inflows of new business.               
Earnings from Discovery increased by an impressive 14% despite the effect of the
resolution reached with the Council for Medical Schemes. Members of the         
Discovery medical scheme were not affected by the resolution as there was no    
reduction in benefits, no increase in contributions and no impact on their      
schemes credit rating. Discovery Life contributed positively to earnings in its 
first full year of operations, while start-up losses in respect of the US-based 
Destiny Health were in line with expectations.                                  
The embedded value of the Insurance Group decreased by 10% to R9 532 million at 
30 June 2002. This reflects the decline in the share price of Discovery Holdings
resulting from the impact of the agreement reached with the Council for Medical 
Schemes and a downward adjustment in the directors` valuation of the Group`s    
asset management companies. The profitability of new life business also         
declined. This is a reflection of lower volumes of single premium business which
resulted from limitations on the Insurance Group`s ability to satisfy demand for
offshore investment products.                                                   
CAPITAL MANAGEMENT                                                              
At 30 June 2002, the consolidated capital adequacy ratio of the Banking Group   
was 11,6% (2001: 11,5%) compared with the statutory requirement of 10%. The     
shareholder surplus in the Insurance Group covered the statutory capital        
adequacy requirements 2,4 times (2001: 2,4 times).                              
In October 2001 the South African Reserve Bank introduced significant changes in
the regulatory capital requirement of banks. Specifically, this involved an     
increase in the capital adequacy ratio from 8% to a minimum of 10%.             
The Financial Services Board has indicated that it intends to change the manner 
in which the capital adequacy requirements of South African life insurance      
companies is calculated. These proposed changes relate specifically to the      
valuation of strategic investments, both listed and unlisted.                   
The bank`s capital requirements are influenced by the regulatory changes        
referred to above and its strategy of selective acquisitions and strong top-line
growth. Strong new business growth of Discovery Life and Destiny Health is      
expected to create a demand for additional capital.                             
The review of capital requirements is ongoing. This includes evaluating the     
benefits of the further securitisation of the advances book, the better         
utilisation of the Group`s international capital base and the raising of        
international tier 2 capital. The Group is reviewing the way in which its       
constituent parts are held in order to optimise capital utilisation.            
CORPORATE SOCIAL RESPONSIBILITY                                                 
We are cognisant of the uniquely South African needs of our stakeholders and are
committed to playing a responsible role in the further development of our       
nation. Our corporate social investment since the formation of FirstRand exceeds
R100 million. The extent of the voluntary service of many of our people in      
working towards a better society is commendable.                                
The Group`s intellectual capital has allowed it to contribute in a meaningful   
way to the development of much needed infrastructure in South Africa. We will   
seek where possible, to engage Government in constructive debate about our role 
in building a nation based on democracy, the free market system and the rule of 
law.                                                                            
DISCLOSURE PHILOSOPHY AND ACCOUNTING POLICIES                                   
The Group has embraced the recommendations of the King II report on Corporate   
Governance. A comprehensive review of Group practices has been undertaken. The  
Group is committed to the highest standard of Corporate Governance, and in this 
regard strives to provide reports which are timeous, accurate, consistent and   
informative.                                                                    
This profit statement has been prepared in compliance with the Listings         
Requirements of the JSE Securities Exchange South Africa. The financial         
statements to which this profit statement relates were audited by               
PricewaterhouseCoopers Inc. A copy of their unqualified audit opinion is        
available for inspection at the registered office of FirstRand Limited.         
The accounting policies of the Group comply in all material respects with South 
African Statements of Generally Accepted Accounting Practice and the Companies  
Act of 1973.                                                                    
The accounting policies are consistent with those applied during the previous   
year, except for the effect of the revised accounting statement on employee     
benefits (AC116). In addition, in anticipation of the adoption of AC 133,       
unrealised gains on the insurance group`s shareholders` assets, previously      
accounted for in the life fund, were credited directly to non-distributable     
reserves.                                                                       
CONTINGENT LIABILITIES                                                          
The Banking Group is party to legal proceedings in the normal course of         
business. Appropriate provisions are made when losses are expected to           
materialise.                                                                    
STRATE                                                                          
The dematerialisation of FirstRand shares under STRATE commenced on 29 October  
2001. Trading for electronic settlement began on 19 November 2001. To date the  
dematerialisation process has been successful and no material occurrences have  
been reported.                                                                  
On 29 September 2002 insurance cover provided by Lloyds of London to the        
Dispossessed Members` Fund (DMF) terminates. The DMF was established to cover   
losses or claims arising from any tainted certificates that may exist in the    
market place. To avoid risk of tainted certificates, shareholders are advised to
dematerialise their shares and surrender all share certificates to their Central
Securities Depository Participants or broker prior to 29 September 2002.        
PROSPECTS                                                                       
At the time of the merger in April 1998 we said that it would take between three
to five years for the full benefits of the merger to be achieved. As we enter   
the final lap of this five-year period, we look back with great satisfaction on 
the progress made to date.                                                      
FirstRand operates in a challenging environment which is not helped by          
regulatory uncertainty. Inevitably, our prospects are influenced by political   
and economic events both locally and internationally.                           
Our strategic initiatives in the year ahead will continue to be outwardly       
focused. Our internal structure, which is aimed at optimising collaboration     
between business units, is starting to bear fruit. We have excellent people and 
the successes in the past year have contributed to high staff morale. We will   
continue to make selective strategic acquisitions of businesses to load our     
infrastructure. The financial benefits of the two acquisitions made in the past 
year will be reflected in earnings in the future.                               
We are satisfied with the quality of our earnings and are confident that        
shareholders can continue to expect positive real growth from our well-         
diversified earnings base.                                                      
DIVIDEND DECLARATION                                                            
The directors have declared a final dividend of 15 cents per ordinary share in  
respect of the year ended 30 June 2002. The last day to trade in these shares on
a cum dividend basis will be 25 October 2002 and the first day to trade ex      
dividend will be 28 October 2002. The record date will be 1 November 2002 and   
the payment date is 4 November 2002. Please note that no dematerialisation or   
rematerialisation can be done in the period 28 October 2002 to 1 November 2002, 
both days inclusive.                                                            
On behalf of the directors                                                      
G T Ferreira   L L Dippenaar                                                    
Chairman       Chief Executive                                                  
Directors                                                                       
G T Ferreira (Chairman), L L Dippenaar (CEO), B H Adams, V W Bartlett, D J A    
Craig (British), D M Falck, P M Goss, P K Harris, M W King, S R Maharaj, M C    
Ramaphosa, K C Shubane, B J van der Ross, Dr F van Zyl Slabbert, R A Williams   
Transfer secretaries                                                            
Computershare Investment Services Limited                                       
2nd Floor, Edura House                                                          
41 Fox Street                                                                   
Johannesburg, 2001                                                              
Registered office                                                               
17th Floor, 1 Merchant Place                                                    
Cnr Fredman Drive and Rivonia Road                                              
Sandton, 2196                                                                   
Postal address                                                                  
PO Box 786273, Sandton, 2146                                                    
Secretary                                                                       
P F de Beer (FCIS)                                                              
FirstRand                                                                       
Banking Group                                                                   
Introduction                                                                    
This report reflects the operating results and financial position of the banking
interests of the FirstRand Limited group of companies and should be read in     
conjunction with the report on FirstRand Limited.                               
This circular is available on our website at: www.firstrand.co.za               
E-mail questions to: asktheCFO@firstrand.co.za                                  
Financial highlights                                                            
                    Excluding            Including                              
                    Translation          translation                            
Gains                gains                                  
                    %                    %                                      
Attributable        +24,1                +34,6                                  
earnings                                                                        
Headline earnings   +23,9                +34,3                                  
Return on average   25,1                 27,3                                   
equity                                                                          
Cost to income      57,6                 55,5                                   
ratio                                                                           
Advances growth     42,0                 42,0                                   
Income statement                                                                
for the year ended 30 June                                                      
2002           2001            %                          
R million             (audited)      (audited)       change                     
Interest income       18 721         15 185          23,3                       
Interest expenditure  (12 304)       (9 770)         25,9                       
Net interest income   6 417          5 415           18,5                       
before impairment of                                                            
advances                                                                        
Charge for bad and    (1 705)        (1 143)         49,2                       
doubtful debts                                                                  
Net interest income   4 712          4 272           10,3                       
after impairment of                                                             
advances                                                                        
Non-interest income   8 319          6 446           29,1                       
Other non-interest    7 771          6 239           24,6                       
income                                                                          
Translational gains   548            207             >100,0                     
Net income from       13 031         10 718          21,6                       
operations                                                                      
Operating             (8 378)        (7 180)         16,7                       
expenditure                                                                     
Income from           4 653          3 538           31,5                       
operations                                                                      
Share of earnings of  368            134             >100,0                     
associate companies                                                             
Income before         5 021          3 672           36,7                       
taxation                                                                        
Indirect taxation     (281)          (225)           24,9                       
Income before direct  4 740          3 447           37,5                       
taxation                                                                        
Direct taxation       (818)          (537)           52,3                       
Income after          3 922          2 910           34,8                       
taxation                                                                        
Earnings              (182)          (131)           38,9                       
attributable to                                                                 
outside shareholders                                                            
Earnings              3 740          2 779           34,6                       
attributable to                                                                 
ordinary                                                                        
shareholders                                                                    
Less: Profit on sale  (5)            -               >100,0                     
of subsidiaries                                                                 
Add: Goodwill         9              8               12,5                       
Headline earnings     3 744          2 787           34,3                       
Balance sheet                                                                   
at 30 June                                                                      
                      2002           2001           %                           
R million             (audited)      (audited)      change                      
ASSETS                                                                          
Cash and short-term   24 643         10 133         >100,0                      
funds                                                                           
Short-term            3 439          6 114          (43,8)                      
negotiable                                                                      
securities                                                                      
Liquid assets and     37 939         27 148         39,7                        
trading securities                                                              
Derivative            26 140         14 209         84,0                        
instruments                                                                     
Retirement benefit    -              126            (100,0)                     
asset                                                                           
Advances              175 145        123 328        42,0                        
Non-recourse          1 738          -              >100,0                      
investments                                                                     
Debtors               3 270          2 412          35,6                        
Other investments     3 286          2 715          21,0                        
Investment in         1 169          496            >100,0                      
associated companies                                                            
Property and          3 412          2 911          17,2                        
equipment                                                                       
Deferred taxation     1 253          246            >100,0                      
asset                                                                           
Intangible assets     288            141            >100,0                      
TOTAL ASSETS          281 722        189 979        48,3                        
LIABILITIES AND                                                                 
SHAREHOLDERS` FUNDS                                                             
Liabilities                                                                     
Deposits and current  201 404        141 461        42,4                        
accounts                                                                        
Non-recourse          1 738          -              >100,0                      
deposits                                                                        
Derivative            31 525         20 358         54,9                        
instruments                                                                     
Short trading         16 799         429            >100,0                      
positions                                                                       
Post-retirement       898            827            8,6                         
medical liability                                                               
Creditors and         7 015          8 979          (21,9)                      
accruals                                                                        
Taxation              429            30             >100,0                      
Deferred taxation     1 931          1 524          26,7                        
liability                                                                       
Long-term             3 217          3 304          (2,6)                       
liabilities                                                                     
Provisions            831            691            20,3                        
Total liabilities     265 787        177 603        49,7                        
Outside               475            465            2,2                         
shareholders`                                                                   
interest                                                                        
Shareholders` funds                                                             
Ordinary share        106            106            -                           
capital                                                                         
Share premium         1 332          1 332          -                           
Non-distributable     1 679          1 093          53,6                        
reserves                                                                        
Distributable         12 343         9 380          31,6                        
reserves                                                                        
Total shareholders`   15 460         11 911         29,8                        
funds                                                                           
TOTAL LIABILITIES     281 722        189 979        48,3                        
AND SHAREHOLDERS`                                                               
FUNDS                                                                           
CONTINGENCIES AND     27 284         17 928         52,2                        
COMMITMENTS                                                                     
Environment                                                                     
Economic                                                                        
The twelve months under review were amongst the most dramatic in recent economic
history. This period was marked by inter-related events, including the terrorist
attacks of 11 September, the sharp decline and subsequent partial recovery of   
the Rand, the reversal of the recent declining trend in South African inflation 
and interest rates, corporate scandals in the United States, economic meltdown  
in South America, political uncertainty in Zimbabwe and the re-rating of global 
share values, amongst other factors.                                            
Statutory and Regulatory                                                        
The year under review has seen the introduction or presentation for comment of  
several Bills and Acts of parliament which have a direct or indirect effect on  
the Banking Group. In particular, the Community Re-investment Bill, the Pension 
Fund Act and the Black Empowerment Act have created challenges. These challenges
are being pro-actively dealt with by the banking industry, most recently through
the establishment of a joint working committee with Government.                 
Operational review                                                              
Against this economic background, which has resulted in some shocks, not least  
the deterioration in international credit markets, the Banking Group has once   
again produced excellent results, benefiting from a diversified earnings base.  
Core operational headline earnings, which exclude translation gains, increased  
by 23,9% from R2 580 to R3 196. Earnings attributable to ordinary shareholders  
increased by 34,6% from R2 779 million to R3 740 million.                       
R million         2002             2001         % change                        
Earnings                                                                        
attributable to                                                                 
ordinary          3 740            2 779        34,6                            
shareholders                                                                    
Less: Translation (548)            (207)        >100,0                          
gains                                                                           
Core operational                                                                
earnings                                                                        
attributable to   3 192            2 572        24,1                            
shareholders                                                                    
Less: Profit on                                                                 
sale of                                                                         
subsidiaries      (5)              -            >(100,0)                        
Add: Goodwill     9                8            12,5                            
Core operational                                                                
headline                                                                        
earnings          3 196            2 580        23,9                            
Translation gains                                                               
The Banking Group recognises translation gains and losses on currency movements 
in the income statement to the extent that the underlying operations are defined
as integral to those of the South African based business. Translation gains and 
losses relating to independent operations are recognised directly in non-       
distributable reserves. The year on year deterioration of the Rand has given    
rise to abnormally large translation gains in the current financial year. For   
the purposes of calculating core operational headline earnings, all translation 
gains have been excluded.                                                       
R million             2002         2001           % change                      
Non-distributable     578          135            >100,0                        
reserves                                                                        
Income statement      548          207            >100,0                        
- Translation gain                                                              
based on                                                                        
interest              133          109            22,0                          
differentials                                                                   
- Exceptional         415          98             >100,0                        
translation gain                                                                
Total translation     1 126        342            >100,0                        
gains                                                                           
Interest income                                                                 
The prime interest rate continued its declining trend into the beginning of the 
current financial year, with a 0,5% reduction in September 2001, following the  
1% reduction in June 2001. The trend was then negatively impacted by the decline
in the Rand and the consequent increase in inflation and 1% increases in prime  
occurred in January, March and June of 2002. Prime ended the year at 16,0% from 
13,5% at 30 June 2001. Although the Banking Group was positioned for a downward 
interest trend at the end of the previous financial year, the book was          
appropriately re-positioned when the view on interest rates was revised. Net    
interest income, which increased by 18,5%, was positively influenced by:        
- the volume impact on margins arising from the considerable organic growth in  
both assets and deposit liabilities;                                            
- the higher translation rate relating to non-Rand denominated interest income  
following the fall in the Rand;                                                 
- the volume and margin impact of interest arising on the international         
corporate debt portfolio (the Collateralised Debt Obligation structures);       
- more active management of the Banking Group`s capital base; and               
- a further increase in the Banking Group`s average capital base following the  
retention of earnings in the previous financial year.                           
These positive factors outweighed the negatives, which included:                
- reduced interest rates on the foreign capital base of the Banking Group;      
- further pressure on asset margins; and                                        
- reduced mismatch profit.                                                      
Interest margins                                                                
The gross interest margin based on average gross advances declined relative to  
the previous year to 4,3% (2001: 4,7%). This percentage does not reflect the    
true underlying margins as large advances books were added late in the financial
year distorting the averages. If these distortions are excluded, the core margin
remains consistent with the prior year  despite continuing pressure on asset    
margins throughout the period.                                                  
The Banking Group`s retail funding base, which has shown excellent growth as a  
result of the consolidation of the tier two banks and market share growth,      
benefited from a widening of deposit margins in the second half of the year. The
higher interest rates have increased demand for fixed rate products with better 
margins, however competitive pressures in the South African market have         
continued to put pressure on asset margins. Corporate margins continue to       
reflect the pressure of a highly competitive and sophisticated market and once  
again reflect a small decline.                                                  
Advances                                                                        
Gross advances grew by 41,8% in the twelve months ended 30 June 2002:           
R million      2002           2001            % change                          
Advances                                                                        
before                                                                          
deducting                                                                       
interest in    180 235        127 463         41,4                              
suspense                                                                        
Less:          (725)          (834)           (13,1)                            
Interest in                                                                     
suspense                                                                        
Gross          179 510        126 629         41,8                              
advances                                                                        
Less:          (4 365)        (3 301)         32,2                              
Provisions                                                                      
Net advances   175 145        123 328         42,0                              
This growth has been significantly assisted by the acquisition of mortgage      
advances from BOE Limited (NBS transaction) and Saambou Bank Holdings Limited   
(Saambou transaction).                                                          
NBS transaction                                                                 
With effect from 15 March 2002, the Banking Group acquired the mortgage assets  
of NBS. The value of the book at the date of acquisition was R11,9 billion,     
including non-performing advances with a value of R0,5 billion. Properties in   
possession were excluded from the transaction.                                  
The total purchase consideration was R11,5 billion in cash. In terms of the     
agreement, the consideration was settled by an initial payment of R5,0 billion, 
followed by a maximum of six further monthly instalments of approximately R1,0  
billion each per month until the full purchase consideration is paid. At 30 June
2002, an amount of R3,7 billion was still outstanding. The outstanding amount   
will be settled in full on or before 30 September 2002.                         
The Banking Group also acquired the related Home Owners` Comprehensive Insurance
portfolio from BoE. This business is managed by OUTsurance Insurance Company    
Limited.                                                                        
Saambou transaction                                                             
The Saambou transaction, with an effective date of 9 May 2002, involved the     
acquisition of the entire share capital of Saambou Bank Limited (Saambou Bank). 
The transaction was subject to the successful conclusion of a scheme of         
arrangement in terms of section 311 of the Companies Act and other conditions,  
in terms of which certain assets and liabilities of Saambou Bank would vest     
under the sole control of the "Receivership for Scheme Creditors" (Receivership)
at a pre-determined price (the excluded assets). The remaining assets and       
liabilities (the included assets) are the mortgage book of R4,9 billion, claims 
against the Receivership of R7,9 billion (guaranteed by the South African       
Reserve Bank) (SARB) and deposit liabilities of R12,8 billion. The included     
assets and liabilities had a net asset value at 9 May 2002 of R1, and were      
acquired for the same amount.                                                   
The Saambou Bank home loan book of R4,9 billion is conservatively provisioned,  
taking into account the increased risk stemming from the period of the          
curatorship.                                                                    
Impact of the acquisitions                                                      
The following table sets out the income statement and balance sheet impact of   
the Saambou and NBS acquisitions at 30 June 2002:                               
R million                                                                       
Assets                                                                          
Advances                      15 912                                            
- Saambou                     4 945                                             
- NBS                         10 967                                            
Claims against the                                                              
Receivership                                                                    
(guaranteed by the SARB)      8 459                                             
Non-performing loans          458                                               
Less: provisions                                                                
- General provisions          218                                               
- Specific provisions         290                                               
Liabilities                                                                     
Saambou deposits                                                                
- Retail                      8 952                                             
- Medium Corporate            1 534                                             
Income statement                                                                
Interest turn                 137                                               
Charge for bad and doubtful   (5)                                               
debts                                                                           
Net interest margin           132                                               
Non interest income           7                                                 
                              139                                               
Non interest expenditure      (111)                                             
Net income before taxation    28                                                
The split between organic and non-organic growth in gross advances is set out   
below:                                                                          
                                         Growth                                 
R million           2002                 %                                      
Balance 2001        126 629              -                                      
Organic growth                                                                  
- Banking book      13 368               10,6                                   
- Trading book      17 170               13,6                                   
(includes CDO)                                                                  
Acquisition                                                                     
- Saambou           4 945                3,9                                    
- NBS               10 967               8,6                                    
Revaluation of                                                                  
foreign currency                                                                
denominated         6 431                5,1                                    
advances                                                                        
Balance 2002        179 510              41,8                                   
FNB HomeLoans has historically been under-represented in the South African      
residential mortgage market. The acquisitions of the Saambou and NBS books      
provide an excellent strategic fit and satisfies the objective of increasing    
representation in this market segment. The transaction will increase the Banking
Group`s home loan market share from 10% to approximately 19%, which is closer to
the overall market share of the Banking Group in South Africa.                  
FNB HomeLoans has substantially improved its new business volumes, service      
levels and non-performing loans position and is adequately resourced to absorb  
the transactions. Hence, whilst organic growth has been successful, the         
acquisitions provide a significant opportunity to FNB HomeLoans to leverage its 
infrastructure.                                                                 
A geographical analysis of the growth in gross advances is reflected below:     
R million      2002           2001            % change                          
US Corporate   9 599          3 669           >100,0                            
debt                                                                            
SA banking     150 248        105 622         42,3                              
operations                                                                      
African        6 275          5 102           23,0                              
banking                                                                         
operations                                                                      
International  11 733         10 466          12,1                              
banking                                                                         
operations                                                                      
SA non-        1 655          1 770           (6,5)                             
banking                                                                         
operations                                                                      
Gross          179 510        126 629         41,8                              
advances                                                                        
 The Banking Group continued to grow its international advances portfolio and   
the African subsidiaries also recorded a strong increase in advances. The growth
of both portfolios has been enhanced by the decline in the Rand against other   
international currencies. The South African advances book also contains an      
element of non-Rand denominated lending, which has been similarly affected. The 
tables below show further analysis of asset growth adjusted for currency and by 
product type.                                                                   
The growth in gross advances has been achieved without sacrificing credit       
quality.                                                                        
A summarised analysis of the gross advances between Rand and non-Rand           
denominated advances is set out below:                                          
R million      2002           2001            % change                          
All non-Rand                                                                    
denominated                                                                     
advances       $3 630         $2 858          27,0                              
@ exchange     10,31          8,06                                              
rate                                                                            
Non-Rand                                                                        
denominated                                                                     
advances       37 425         23 037          62,5                              
(Rand)                                                                          
Rand           142 085        103 592         37,2                              
denominated                                                                     
advances                                                                        
Gross          179 510        126 629         41,8                              
advances                                                                        
A summarised analysis of the gross advances per product category is set out     
below:                                                                          
R million                                                                       
2002                                                                            
2001                                                                            
% change                                                                        
Overdrafts                                                                      
and managed                                                                     
accounts                                                                        
34 397                                                                          
33 741                                                                          
1,9                                                                             
Card loans                                                                      
3 942                                                                           
3 096                                                                           
27,3                                                                            
Instalment                                                                      
finance                                                                         
21 592                                                                          
18 722                                                                          
15,3                                                                            
Lease                                                                           
payments                                                                        
receivable                                                                      
9 514                                                                           
9 251                                                                           
2,8                                                                             
Home loans                                                                      
48 568                                                                          
24 612                                                                          
97,3                                                                            
Collateralise                                                                   
d Debt                                                                          
Obligation                                                                      
(CDO)                                                                           
9 599                                                                           
3 669                                                                           
>100,0                                                                          
Other                                                                           
advances                                                                        
51 898                                                                          
33 538                                                                          
54,7                                                                            
Gross                                                                           
advances                                                                        
179 510                                                                         
126 629                                                                         
41,8                                                                            
FNB HomeLoans, Origin and WesBank continued their active pursuit of asset growth
which resulted in significant growth in their advances. WesBank is a market     
leader in asset-based finance. Its strong alliances with product distributors   
continue to contribute to new business growth.                                  
Bad debt charge                                                                 
Non-performing loans                                                            
The interest rate increases in the latter half of the financial year have not   
had a discernible effect on the credit quality of the Banking Group`s domestic  
advances book, which has continued to improve relative to the level of advances.
This is predominantly the result of the following factors:                      
 the more conservative and scientific approach to credit approval adopted by    
the Banking Group;                                                              
the conservative approach of both corporates and consumers to debt following   
the interest rate spike of several years ago. This conservative approach is     
reflected both in the overall level of debt, and the structuring of debt with a 
greater fixed rate component; and                                               
the impact of the most recent South African Government budget which released   
approximately R15 billion into the economy, predominantly into the lower income 
brackets, where borrowers are most likely to feel the pressure of increased     
rates.                                                                          
In particular, WesBank, FNB HomeLoans and FNB Retail Bank have continued to show
improvements in the credit quality of their respective credit books. The Banking
Group`s bad debt charge in respect of its exposure to the US corporate markets  
disguises this improvement.                                                     
Non-performing loans:                                                           
R million      2002           2001            % change                          
Non-           5 305          4 423           19,9                              
performing                                                                      
loans                                                                           
Less:          (1 014)        (476)           >100,0                            
Recoverable                                                                     
amount                                                                          
Net credit     4 291          3 947           8,7                               
exposure                                                                        
Less:          (1 266)        (1 158)         9,3                               
Security                                                                        
Less:          (725)          (834)           (13,1)                            
Interest                                                                        
suspended                                                                       
Residual risk  2 300          1 955           17,6                              
Specific       2 300          1 955           17,6                              
provision                                                                       
General        2 065          1 346           53,4                              
provision                                                                       
Total          4 365          3 301           32,2                              
provisions                                                                      
As a percentage of gross advances, non-performing loans, which include the CDO  
portfolio, continue to decline, falling to 3,0% from 3,5% at 30 June 2001.      
The Banking Group entered the micro-lending market in 1999. At 30 June 2002, the
advances book had grown to R245 million. Growth has been restricted by an       
extremely cautious approach to credit. The majority of the exposure is either   
secured or administered by way of corporate payroll deductions.                 
The Banking Group`s exposure to the problematic retail sector has been          
satisfactorily resolved. Provisions are still held against the equity exposures,
on a mark to market basis.                                                      
Provisioning levels                                                             
%                   2002                 2001                                   
Non-performing                                                                  
loans as a                                                                      
percentage                                                                      
of gross advances   3,0                  3,5                                    
Specific provision                                                              
as a percentage                                                                 
of non-performing   43,3                 44,2                                   
loans                                                                           
Specific provision                                                              
as a percentage                                                                 
of gross advances   1,3                  1,5                                    
General provision                                                               
as a percentage                                                                 
of gross advances   1,2                  1,1                                    
Total provisions as                                                             
a percentage                                                                    
of gross advances   2,5                  2,6                                    
Total provisions as                                                             
a percentage                                                                    
of non-performing   82,3                 74,6                                   
loans                                                                           
Total provisions as                                                             
a percentage                                                                    
of residual risk    189,8                168,8                                  
The total provision reflected in the balance sheet represents a conservative    
2,5% of gross advances (June 2001: 2,6%). This decline mirrors the decrease in  
non-performing loans as a percentage of group advances.                         
Advances analysis:                                                              
R million      2002           2001            % change                          
Advances                                                                        
(excluding                                                                      
US                                                                              
Corporates)                                                                     
Gross          169 911        122 960         38,2                              
advances                                                                        
General        1 806          1 148           57,3                              
provision                                                                       
Specific       2 044          1 955           4,6                               
provision                                                                       
Charge for                                                                      
bad and                                                                         
doubtful       1 231          945             30,3                              
debts                                                                           
US Corporates                                                                   
Gross          9 599          3 669           >100,0                            
advances                                                                        
General        259            198             30,8                              
provision                                                                       
Specific       256            -               >100,0                            
provision                                                                       
Charge for                                                                      
bad and                                                                         
doubtful       474            198             >100,0                            
debts                                                                           
The income statement charge for bad and doubtful debts reflects an increase of  
49,2% relative to the prior period. This disappointing performance is a result  
of higher than expected defaults experienced in the Banking Group`s exposures to
the US corporate market. These exposures, held through a Collateralised Debt    
Obligation (CDO) structure, include Enron, K-Mart, WorldCom and Global Crossing 
which defaulted during the current year. The increase in the bad debt charge    
resulted in the Banking Group reflecting a deterioration in the bad debt charge 
as a percentage of average gross advances to 1,11% (June 2001: 0,98%). Excluding
the bad debt losses on US corporate exposures, the charge to the income         
statement would have been 0,95%, which is in line with the Banking Group`s      
targeted loss ratios and a significant improvement on the previous year.        
Non-performing loans and bad debt charge as a percentage of gross advances:     
Non-interest income                                                             
R million      2002           2001            % change                          
Transactional  5 132          4 091           25,4                              
income                                                                          
Trading        2 320          1 429           62,4                              
income                                                                          
Investment     862            706             22,1                              
income                                                                          
Other income   373            354             5,4                               
Total non-     8 687          6 580           32,0                              
interest                                                                        
income                                                                          
Less: Income   (368)          (134)           >100                              
from                                                                            
associates                                                                      
Non-interest   8 319          6 446           29,1                              
income                                                                          
Transactional income                                                            
Banking fee and commission income has grown by 21,1% as a result of  steady     
growth in revenue generating transaction volumes. The Retail Bank`s outward     
focus is bearing fruit with strong growth in fee and commission income in its   
books.                                                                          
Trading income                                                                  
High volatilities in the currency and interest rate markets created unusually   
high transactional volumes, increased margins and provided good profit          
opportunities to the Banking Group`s Treasury trading teams in contrast to the  
comparative period.                                                             
R million      2002           2001            % change                          
Exchange       591            456             29,6                              
earnings                                                                        
Exchange       433            128             >100,0                            
commissions                                                                     
Treasury       642            413             55,4                              
operations                                                                      
Other trading  106            225             (52,9)                            
income                                                                          
Operational    1 772          1 222           45,0                              
trading                                                                         
income                                                                          
Translation    548            207             >100,0                            
gains                                                                           
Trading        2 320          1 429           62,4                              
income                                                                          
Other trading income includes the performance of Ansbacher UK, which incurred   
trading losses on it`s US Corporate and emerging market debt portfolios.        
Exchange earnings                                                               
The Banking Group recognises currency translation gains and losses on integral  
operations when these emanate from the translation of foreign currency          
denominated trading assets and advances. All other currency gains and losses are
credited to non-distributable reserves.                                         
Investment income                                                               
R million      2002           2001            % change                          
Profit/(loss)                                                                   
on                                                                              
realisation                                                                     
of                                                                              
investment     (14)           63              (>100,0)                          
banking                                                                         
assets                                                                          
Income from                                                                     
associated                                                                      
companies      368            134             >100,0                            
Investment                                                                      
income on                                                                       
assets                                                                          
held against                                                                    
employee                                                                        
benefit                                                                         
liabilities    71             82              (13,4)                            
Dividends      463            356             30,1                              
received                                                                        
               888            635             39,8                              
(Loss)/Profit                                                                   
on sale of                                                                      
plant                                                                           
and equipment  (26)           71              (>100,0)                          
Investment     862            706             22,1                              
income                                                                          
Investment income includes gains and losses from the Banking Group`s Private    
Equity businesses, in addition to traditional investment activities. However,   
profits from the sale of Private Equity investments held through associates are 
recognised in the income from associated companies line on the income statement.
An amount of R95 million in respect of such realisations is included in this    
category in the current financial year. It is anticipated that private equity   
profits will increasingly be recognised through the `Income from associates`    
line.                                                                           
Associates                                                                      
R million      2002           2001            % change                          
McCarthy       72             -               >100,0                            
Retail                                                                          
Less:          (72)           -               >100,0                            
Provision                                                                       
OUTsurance     36             26              38,5                              
RMB Private    313            104             >100,0                            
Equity                                                                          
Other          19             4               >100,0                            
Income from    368            134             >100,0                            
associates                                                                      
McCarthy Retail                                                                 
Included in `Income from associates` is before tax income from McCarthy Retail  
of R72 million. The Banking Group acquired 48% of the ordinary share capital of 
McCarthy Retail in September 2001 as part of a debt to equity swap. Although it 
is not the intention of the Banking Group to hold McCarthy as a core investment,
it is unlikely that the investment will be disposed of before September 2002.   
Consequently, in terms of accounting standards, it is required that the Banking 
Group equity accounts for McCarthy. This investment will however be accounted   
for separately in the income statement and balance sheet. In accordance with the
Banking Group`s accounting policy in respect of bought-in assets, profits and   
losses on realisation of such assets will be accounted for in the income        
statement and the investment will be valued at the market price ruling on the   
last day of the financial period. In order to retain the investment at the      
market value, a provision of R72 million has been raised against this investment
in the current period.                                                          
Other income                                                                    
Other income includes property rentals and insurance brokerage.                 
Operating expenditure                                                           
R million      2002           2001            % change                          
Staff          4 412          4 017           9,8                               
expenditure                                                                     
Depreciation   436            453             (3,8)                             
Goodwill       9              8               12,5                              
Other          3 521          2 702           30,3                              
expenditure                                                                     
Total non-     8 378          7 180           16,7                              
interest                                                                        
expenditure                                                                     
Operating expenditure increased by 16,7% and was impacted by the NBS and Saambou
transactions, CDO operating expenditure and the impact of the decline in the    
Rand, as set out below:                                                         
R million      2002           2001            % change                          
Core           7 876          6 966           13,1                              
operational                                                                     
expenditure                                                                     
Retrenchment   -              137             (100,0)                           
costs                                                                           
Saambou and                                                                     
NBS                                                                             
acquisition,                                                                    
retention and  111            -               >100,0                            
infrastructure                                                                  
costs                                                                           
CDO operating  62             -               >100,0                            
cost                                                                            
Goodwill and   9              77              (88,3)                            
other write-                                                                    
offs                                                                            
FNB HomeLoans                                                                   
organic                                                                         
acquisition    26             0               >100,0                            
costs                                                                           
Currency       294            0               >100,0                            
translation                                                                     
Total          8 378          7 180           16,7                              
operating                                                                       
expenditure                                                                     
The international operations of the Banking Group restricted growth in          
expenditure to 12% in their reporting currencies. However, the considerable     
weakening of the Rand during the current financial period resulted in a 43,2%   
increase in Rand terms. The R294 million represents the increase in the         
international operations costs attributable to the depreciation in the Rand. The
Rand depreciation also had a positive compensating effect on interest and non-  
interest income.                                                                
Cost to income ratio                                                            
The cost to income ratio has continued to improve during the period under       
review. Continued strict management of costs together with the growth in income 
contributed to the improvement in the ratio from 60,9% to 57,6% (excluding      
translation gains), and from 59,9% to 55,5% (including translation gains).      
International Operations                                                        
Net income before taxation                                                      
R million      2002           2001            % change                          
FNB Botswana   252            180             40,0                              
FNB Namibia    235            195             20,5                              
FNB Swaziland  24             15              60,0                              
African        511            390             31,0                              
subsidiaries                                                                    
FirstRand      378            359             5,3                               
International                                                                   
Other          52             44              18,2                              
Total          941            793             18,7                              
International                                                                   
earnings                                                                        
The Banking Group`s international activities include:                           
- retail banking in other Southern African countries under the First National   
Bank brand (the African subsidiaries);                                          
- private banking and wealth management under the Ansbacher brand;              
- vanilla and structured financing and investment through RMB International;    
- investment banking services to resource-based businesses through RMB Resources
offices in the United Kingdom, Australia and the United States;                 
- corporate finance in Australia under RMB Corporate Finance;                   
- private equity investments in Australia and the United Kingdom; and           
- development of trading markets in New Zealand, Australia and Singapore.       
The increase in income before tax of FirstRand International was muted due to   
the reduced endowment effect on capital following the steep decrease in dollar- 
based interest rates and the higher than expected defaults on the CDO portfolio.
Divisional performances                                                         
The divisional performances of the Banking Group, before tax, can be analysed as
follows:                                                                        
R million      2002           2001            % change                          
Retail         2 492          2 135           16,7                              
Cluster                                                                         
Retail         1 080          818             32,0                              
Banking                                                                         
Instalment     676            611             10,6                              
Finance                                                                         
Mortgage       179            272             (34,2)                            
Lending                                                                         
African        511            390             31,0                              
Subsidiaries                                                                    
Insurance      46             44              4,5                               
Corporate      1 480          1 137           30,2                              
Cluster                                                                         
Investment     910            700             30,0                              
Banking                                                                         
Corporate      570            437             30,4                              
Banking                                                                         
Wealth                                                                          
Cluster                                                                         
Private        21             (25)            >100,0                            
Banking -                                                                       
domestic                                                                        
International                                                                   
Wealth                                                                          
Cluster                                                                         
Private        11             80              (86,3)                            
Banking -                                                                       
offshore                                                                        
Capital        469            138             >100,0                            
Centre                                                                          
               4 473          3 465           29,1                              
Translation    548            207             >100,0                            
gain                                                                            
Income before  5 021          3 672           36,7                              
tax                                                                             
Retail Cluster                                                                  
Retail Banking                                                                  
FNB Retail showed strong growth in profitability despite a difficult trading    
environment in the first half of the financial year, when low interest rates    
caused a squeeze on liability margins. The growth in profits was achieved       
largely as a result of a focus on increasing deposit balances and an increase in
active customers. Further centralisation of banking operations, which now       
includes the rural branch network, led to cost reduction as a result of improved
processing efficiencies. A further refinement of credit processes is expected to
improve bad debt experiences in the future.                                     
Metropolitan branches have delivered growth in new account openings. The Rural  
branch network has also performed well, despite negative credit experience in   
certain agricultural segments. Continued strong performance has come from an    
expanding ATM network.                                                          
The acquisition of the Saambou deposits should deliver both revenue and a more  
stable deposit base.                                                            
Instalment Finance                                                              
WesBank delivered a solid performance, despite declining vehicle sales, rising  
inflation and increasing interest rates. Record levels of new business written  
was achieved and market share increased across all its divisions.               
Levels of arrears, bad debts and non-performing loans reduced due to the        
continued attention to credit processes and excellent collections capability.   
The collections competency is being increasingly used by other business units   
across the Banking Group.                                                       
The business division benefited substantially from new business originated by   
FNB Corporate. This improved both market penetration and profitability.         
Substantial growth in the Personal Loans market was achieved under the CashPower
brand.                                                                          
In the Deloitte & Touche survey of `Best Company to Work For`, WesBank, in its  
first appearance in the survey, was included in the Top 10. WesBank was rated   
first in the vehicle finance sector in the PricewaterhouseCoopers Inc. survey of
Strategic and Emerging Issues in South African Banking (the PwC Banking Survey) 
for the 10th successive year.                                                   
Mortgage Lending                                                                
Profits declined in the current financial year due to a combination of new      
business strain and FNB HomeTraders once-off profits of R56 million included in 
the prior year. The key strategy of FNB HomeLoans for the current financial year
was to achieve growth organically and through acquisition. Both these strategies
were successful. An overall organic growth of 19%, together with the acquisition
of the home loan books of both NBS and Saambou, delivered an increase in        
advances of 96,5%.                                                              
eBucks.com                                                                      
The FirstRand Group`s e-commerce offering, eBucks.com, continues its rapid      
growth. This business-to-consumer initiative that encompasses internet banking  
and a customer appreciation programme, was launched in October 2000. Since its  
launch, eBucks.com has attracted 370 000 customers, 90 000 of whom are FNB      
Internet banking customers. Organic growth of 7 000 customers per month has been
steadily maintained since the launch.                                           
The eBucks.com website currently processes R2 billion worth of transactions each
month and is showing promising growth.                                          
Insurance                                                                       
OUTsurance                                                                      
OUTsurance posted strong results for the financial year ending 30 June 2002.    
Gross premium income increased by 40% to R574 million (2001: R409 million)      
driven by strong organic growth. Expenses, as a percentage of net premium       
income, decreased from 38,9% to 31,8%.                                          
OUTsurance`s claims ratio (claims dividend by premiums) is less than 60%, which 
is well below the industry average of round 70%.                                
FirstLink                                                                       
Revenue growth in the commercial segment grew by 14% despite unfavourable market
conditions as well as the change of brand to First Link. "First Platinum", the  
new high net-worth personal lines product with many innovative extensions, was  
successfully launched.                                                          
African Subsidiaries                                                            
The Banking Group`s African subsidiaries delivered strong operating             
performances. This was characterised by good asset growth and continued low     
provisioning.                                                                   
Good non-interest revenue growth was experienced in all entities.               
Corporate Cluster                                                               
Investment Banking                                                              
Rand Merchant Bank produced 30,0% growth in income, in a year characterised by  
volatility and extremely difficult international markets. Special Projects      
continued to be the largest profit contributor despite experiencing difficult   
conditions in the US Corporate and Emerging debt markets. The market leading    
FRESCO and WesBank securitisation transactions, the dominant position enjoyed in
concession based finance in South Africa and large Project Finance deals in     
Africa have contributed to the year`s success.                                  
Corporate Finance division also implemented a number of landmark transactions   
despite volatile equity markets and weakening merger and acquisition activity.  
Private Equity division grew its investments substantially and delivered stable 
results in a market characterised by limited investment opportunities and low   
levels of activity. Realisation opportunities were limited.                     
Treasury Trading positioned itself well, without any disproportionate increase  
in risk, to take advantage of the opportunities presented by volatile and       
illiquid markets.                                                               
Aligned with RMB`s drive to attract and retain the best intellectual capital, it
was ranked the top financial services business and second overall in the        
Deloitte & Touche Human Capital "Best Company to Work For" competition.         
Corporate Banking                                                               
In a very competitive environment, FNB Corporate has enjoyed a very successful  
year, with a year on year growth in income of 30,4% to R570 million.            
FNB Corporate is a major provider of transactional banking services and credit  
facilities to large and medium sized corporates as well as financial and        
government institutions. Strong client relationships enable it to expose clients
to the wider financial services offerings of the FirstRand Group and therefore  
maximise intergroup collaboration. The Specialised Finance division was         
established to provide a link between FNB Corporate and RMB.                    
FNB Corporate has progressed from 4th position in 1999 and in 2002 was rated the
number two Corporate Bank in the PwC Banking Survey.                            
Wealth Cluster                                                                  
Private Banking - domestic                                                      
The FirstRand Banking Group`s local private banking operations comprise the     
businesses of Ansbacher (South Africa) and Origin.                              
Ansbacher (South Africa)                                                        
This business enjoyed strong growth in the year under review, generating a pre- 
tax profit of R8,6 million against a loss of R25 million in the previous        
financial year. This is attributable to a continued focus on client acquisition,
cost consolidation and further growth in non-interest income.                   
Origin                                                                          
Origin achieved targeted profits of R7,1 million during the financial year,     
having recorded a loss of R5,2 million in the prior year. Advances grew by 38%  
to R4,7 billion, with record volumes of new business processed.                 
Having lead the market with the introduction of the first debt consolidation    
account, this loan product was significantly enhanced during the year to include
full transactional capability. This has not only added materially to new        
business volumes but has also brought with it further profit generators in the  
form of non-interest revenue.                                                   
In January 2002, a decision was taken to merge the back office processing,      
administration and management teams of Ansbacher (South Africa) and Origin. The 
distinct and successful service offerings provided to their individual market   
segments by each entity remain intact. Benefits from the elimination of         
duplicated cost infrastructures and the generation of new business through      
effective cross selling are already evident.                                    
The combined entity is well positioned to deliver further growth in             
profitability in the current financial year.                                    
Private Banking - international cluster                                         
In terms of profitability, the Ansbacher Group had an extremely challenging year
with operating profit before tax declining. Ansbacher`s results were negatively 
impacted by the unfavourable trends in world markets. The propriety trading     
books of the central treasury suffered losses on US Corporate and Emerging      
market debt instruments. Ansbacher`s Caribbean banking operations experienced a 
decline in both interest margins and volumes in the aftermath of September 11,  
2001.                                                                           
The Ansbacher Group had a successful year in terms of strategic development.    
Most important was the creation of Ansbacher Wealth, which will provide         
investment services to its client base. Together with the Group`s existing      
banking and fiduciary business, Ansbacher Wealth completes the range of services
necessary to successfully compete in the wealth management market.              
The Ansbacher Group has had to devote a significant amount of management time   
and resource to an issue which dates back to an operation established in the    
Cayman Islands in 1971 by the Guinness Mahon (Ireland) Group and pre-dates its  
acquisition by the Banking Group. The company, known as Guinness Mahon Cayman   
Trust Company, was purchased some 17 years after its incorporation by the       
Ansbacher Group in 1988, and renamed Ansbacher (Cayman) Limited (ACL). Due to   
various revelations in the late 1990`s concerning payments to Irish politicians 
made in the 1970`s and 1980`s and the use of offshore funds to facilitate such  
payments, inspectors were appointed by the Irish High Court to investigate the  
affairs of various companies, inter alia ACL, in September 1999.                
The Report of the inspectors was published on 6 July 2002 and concluded that    
there was some evidence to suggest that the business involving the Irish        
clients, amongst other things, might have breached certain sections of the Irish
tax code. Based on independent advice received, the Banking Group cannot see a  
basis upon which ACL may be assessed for Irish tax. To date, ACL has not been   
contacted by the Irish tax authorities, but should any assessments be received, 
they will be vigorously defended. The directors have further been advised that  
any assessments would, in any event, be unenforceable and therefore no provision
for a liability has been made. No disclosure of the estimate of the financial   
effect of possible assessments has been made, as such an estimate is            
impracticable.                                                                  
The Irish Minister of Justice has made an application to obtain reimbursement of
the costs of the enquiry of approximately _3,6 million  (R36 million) against   
ACL and has made further application to include six other parties in this       
regard. The application is not expected to be heard until later this year, or   
early next year. ACL has a number of compelling arguments against the points    
raised in the application and therefore no provision for these costs is         
considered necessary.                                                           
Capital Centre                                                                  
The Capital Centre, which was negatively impacted in the prior year by levels of
provisioning, delivered a considerably better performance in the current year.  
Aided by a higher average interest rate, and a larger capital base, growth has  
been driven by the capital endowment effect. The current level of earnings sets 
an acceptable base for the future profitability of the Centre.                  
Capital adequacy                                                                
The increase in the capital adequacy ratio to a minimum of 10% (from 8%) was    
implemented on 1 October 2001 by the South African Reserve Bank (SARB). This    
completed the first phase of the significant changes in the regulatory capital  
requirements of banks proposed by the SARB.                                     
The Banking Group continues to actively manage its capital structure to optimise
shareholder returns, while ensuring compliance with the new requirements. The   
increased requirement does influence the ability of the bank to maintain its    
superior return on capital.                                                     
The current capital ratios within the Banking Group are:                        
R million      2002           2001            % change                          
Tier 1         8,7            8,2                                               
Tier 2         2,9            3,3                                               
Total capital  11,6           11,5                                              
Risk weighted  147 964        120 214         23,1                              
assets                                                                          
Optimal capitalisation is a key driver of the Banking Group and is managed      
accordingly. The Banking Group has implemented economic profit measurement and  
allocates capital to align managerial behaviour more closely with the interests 
of shareholders.                                                                
Accounting policies                                                             
The financial results of the Banking Group have been prepared on the historical-
cost basis, except for certain trading assets and liabilities which are carried 
at fair value. The financial results comply in all material respects with South 
African statements of Generally Accepted Accounting Practice (SA GAAP).         
The accounting policies applied are consistent with those of the previous year, 
except as set out below. Where necessary, comparative figures have been adjusted
to conform with changes in presentation in the current year.                    
Changes in Accounting Policy                                                    
The Banking Group has adopted the revised accounting statement on employee      
benefits (AC116), which was effective for years commencing on or after 1 January
2001. This statement requires that assets, liabilities, income and expenditure  
arising from employee obligations be reflected in the financial statements in   
full in the period in which they are accrued. Previously, the Banking Group     
accounted for employee benefits on a pay-as-you-go basis.                       
These changes have been applied retrospectively and the comparative amounts for 
2001, as well as distributable reserves for 2000, have been restated. As a      
consequence, the results of the Banking Group have been amended as set out      
below:                                                                          
R million      2002           2001            % change                          
Core                                                                            
operational                                                                     
headline                                                                        
earnings                                                                        
before change                                                                   
in                                                                              
accounting     3 217          2 587           24,4                              
policy                                                                          
Employee       (21)           (7)             >100,0                            
benefits                                                                        
Core                                                                            
operational                                                                     
headline                                                                        
earnings                                                                        
after change                                                                    
in                                                                              
accounting     3 196          2 580           23,9                              
policy                                                                          
The distributable reserves of the Banking Group have been affected as follows:  
R million      2002           2001            2000                              
Closing                                                                         
balance of                                                                      
distributable  12 773         9 789           7 548                             
reserves                                                                        
Employee       (430)          (409)           (402)                             
benefits                                                                        
Restated                                                                        
closing                                                                         
balance                                                                         
of             12 343         9 380           7 146                             
distributable                                                                   
reserves                                                                        
Prospects                                                                       
The changing statutory and regulatory environment is presenting challenges to   
the Banking Group. These challenges are being actively managed by the banking   
industry which has engaged Government in constructive debate on the industry`s  
role.                                                                           
The Banking Group remains cautious of further international shocks and its      
impact on both local and global investment and credit markets.                  
The Banking Group previously indicated that the merger of the RMB and FNB       
interests would take between three to five years for all the benefits to be     
delivered. The fourth year saw the start of an outward focus and the results to 
date have been very pleasing. As the Banking Group enters the fifth year, the   
Board is confident that its growth strategy will continue to deliver superior   
results for shareholders. The selective acquisition strategy commenced in the   
latter part of the current financial year should contribute considerably in the 
new year.                                                                       
On behalf of the directors                                                      
G T Ferreira   P K Harris                                                       
Chairman       Chief Executive Officer                                          
FirstRand Bank Holdings Limited                                                 
(Registration No 1971/009695/06)                                                
Registered Office                                                               
6th Floor, 1 First Place, Bank City, Johannesburg, 2001                         
Momentum                                                                        
Introduction                                                                    
This report relates to the life insurance, health insurance and asset management
interests of the FirstRand Limited Group of Companies (the FirstRand Group) and 
should be read in conjunction with the report on FirstRand Limited elsewhere in 
this announcement. The consolidated figures in this report comprise the         
operations of Momentum Group Limited divisions, associates and subsidiary       
companies, including Momentum Life, Momentum International MultiManagers,       
Momentum Employee Benefits, FirstRand Asset Management and the Discovery Group  
of companies, collectively referred to as the Momentum Group.                   
Financial highlights                                                            
- Headline earnings exceed R1 billion for the first time                        
- Core operational headline earnings +14%                                       
- Net positive flow of funds of R3,7 billion                                    
- Group assets exceed R190 billion                                              
This circular is available on our website at: www.momentum.co.za                
E-mail questions to: asktheCFO@momentum.co.za                                   
Income statement                                                                
for the year ended 30 June                                                      
               2002           2001            %                                 
R million      (audited)      (audited)       Change                            
Group          848            772             10                                
operating                                                                       
profit after                                                                    
tax                                                                             
Net premium    19 245         17 636                                            
income                                                                          
  Individual   16 113         15 105                                            
business and                                                                    
employee                                                                        
benefits                                                                        
  Health       3 132          2 531                                             
insurance                                                                       
Investment     5 787          4 747                                             
income                                                                          
Policyholder   (17 393)       (14 359)                                          
benefits                                                                        
Marketing and  (2 530)        (1 970)                                           
administration                                                                  
expenses                                                                        
  Individual   (908)          (773)                                             
business and                                                                    
employee                                                                        
benefits                                                                        
  Discovery    (1 280)        (864)                                             
Holdings                                                                        
Asset        (342)          (333)                                             
management                                                                      
Commissions    (934)          (718)                                             
Direct         (604)          (274)                                             
taxation                                                                        
Indirect       (131)          (122)                                             
taxation                                                                        
Realised and   2 879          5 005                                             
unrealised                                                                      
investment                                                                      
surpluses                                                                       
Earnings       (108)          (86)                                              
attributable                                                                    
to outside                                                                      
shareholders                                                                    
Transfer to    (5 363)        (9 087)                                           
life fund                                                                       
Investment     190            171             11                                
income on the                                                                   
shareholders`                                                                   
portfolio                                                                       
  Interest,    209            199                                               
dividends and                                                                   
net rentals                                                                     
Direct       (19)           (28)                                              
taxation on                                                                     
investment                                                                      
income                                                                          
Group headline 1 038          943             10                                
earnings                                                                        
Headline                                                                        
earnings                                                                        
reconciliation                                                                  
Earnings       825            831             (1)                               
attributable                                                                    
to                                                                              
shareholders                                                                    
Add:           54             34                                                
Amortisation                                                                    
of goodwill                                                                     
Add:           210            -                                                 
Impairment of                                                                   
goodwill                                                                        
Add: Loss on   4              -                                                 
sale of assets                                                                  
Add:           -              47                                                
Exceptional                                                                     
items relating                                                                  
to African                                                                      
Life                                                                            
Add: Effect of -              31                                                
transitional                                                                    
tax on prior                                                                    
years                                                                           
Less: Abnormal (28)           -                                                 
profit on                                                                       
release of                                                                      
reserves                                                                        
Less: Profit   (27)           -                                                 
on disposal of                                                                  
subsidiary                                                                      
shares                                                                          
Group headline 1 038          943             10                                
earnings                                                                        
Balance sheet                                                                   
at 30 June                                                                      
                              2002            2001                              
R million                     (audited)       (audited)                         
ASSETS                                                                          
Investment     83 412         74 906                                            
assets                                                                          
Funds on       13 403         6 212                                             
deposit                                                                         
Government and 9 868          8 739                                             
public                                                                          
authority                                                                       
stocks                                                                          
Debentures and 9 675          8 978                                             
other loans                                                                     
Policy loans   580            517                                               
Equity         40 213         43 467                                            
investments                                                                     
Investment in  566            481                                               
associated                                                                      
companies                                                                       
Derivative     6 203          3 473                                             
instruments                                                                     
Property       2 904          3 039                                             
investments                                                                     
Current assets 7 462          4 924                                             
Deferred       11             8                                                 
taxation asset                                                                  
Intangible     748            482                                               
assets                                                                          
Property and   636            588                                               
equipment                                                                       
Total assets   92 269         80 908                                            
LIABILITIES                                                                     
AND                                                                             
SHAREHOLDERS`                                                                   
FUNDS                                                                           
Current        6 035          3 401                                             
liabilities                                                                     
Provisions     94             91                                                
Taxation       78             345                                               
Derivative     5 690          3 700                                             
instruments                                                                     
Deferred       357            2                                                 
taxation                                                                        
liability                                                                       
Post-          313            297                                               
retirement                                                                      
medical                                                                         
liability                                                                       
Long-term      1 990          1 105                                             
liabilities                                                                     
Life insurance 73 399         68 036                                            
fund                                                                            
Outside        603            374                                               
shareholders`                                                                   
interest                                                                        
Share capital  3 710          3 557                                             
and reserves                                                                    
Total          92 269         80 908                                            
liabilities                                                                     
and                                                                             
shareholders`                                                                   
funds                                                                           
Total assets   190 597        182 928                                           
under                                                                           
management and                                                                  
administration                                                                  
Review of group results                                                         
The Momentum Group performed satisfactorily during the year under review, with  
group headline earnings exceeding R1 billion for the first time. Despite        
difficult market conditions experienced by some business units, the diversity of
the group`s earnings base has enabled us to produce headline earnings growth of 
10% for the year. This growth comprises an increase of 10% in group operating   
profit after taxation, and an increase of 11% in the investment income on       
shareholders` assets. Core operational group headline earnings, which excludes  
foreign exchange translation gains, increased by 14%. The highlight of these    
results was the 24% increase in operating profit after tax from Momentum`s      
individual business.                                                            
Solid operational performance from most business units resulted in a credible   
performance despite the difficult operating environment experienced during the  
period under review. Volatile investment and currency markets, as well as an    
increasingly challenging regulatory environment have affected overall group     
performance. The limitations placed by the Reserve Bank on foreign portfolio    
investments by insurers have had a negative impact on new individual life       
business, specifically within Momentum`s target market. AIDS impacted negatively
on claims experience in our employee benefits business, resulting in a decline  
in earnings from this area. The agreement reached between Discovery and the     
Council for Medical Schemes with regard to administration fee and reinsurance   
arrangements between Discovery and the Discovery Health Medical Scheme, has     
dampened growth in the earnings and embedded value of Discovery.                
GROUP OPERATING RESULTS                                                         
The following table shows the main components of the increase in group operating
profit after tax for the period:                                                
               2002           2001            %                                 
Earnings       Rm             Rm              change                            
source                                                                          
Insurance      489            427             14,5                              
operations                                                                      
  Individual   382            308             24,0                              
business                                                                        
  Employee     107            119             (10,1)                            
benefits                                                                        
Asset          228            230             (0,9)                             
management                                                                      
operations                                                                      
Discovery      131            115             13,9                              
Holdings                                                                        
Group          848            772             9,8                               
operating                                                                       
profit                                                                          
Investment                                                                      
income on                                                                       
               190            171             11,1                              
shareholders`                                                                   
assets                                                                          
Group          1 038          943             10,1                              
headline                                                                        
earnings                                                                        
Group core                                                                      
operational                                                                     
  headline     1 038          911             13,9                              
earnings1                                                                       
1 Represents group headline earnings excluding foreign currency translation     
gains of R nil (2001: R32 million).                                             
Insurance operations                                                            
Individual business                                                             
The individual business of the group generated an excellent increase in         
operating profit after tax of 24% to R382 million. This growth resulted from a  
number of factors, namely:                                                      
- Positive experience profits mainly with regard to mortality;                  
- Continued expense savings. The operating expenses of the individual business  
increased by only 7% (excluding once-off retrenchment costs) over the past year 
as a result of continued tight cost control. This trend is expected to continue 
with the closure of our Great Westerford offices in Cape Town; and              
- An outstanding performance from the business unit responsible for structured  
corporate insurance products.                                                   
As mentioned in our interim results announcement, individual life single premium
new business has come under severe pressure, mainly as a result of the          
limitations placed by the Reserve Bank on offshore fund investments by insurers.
Individual life single premiums declined by 23% compared to the prior year,     
which is an improvement on the 30% decline reported at the half-year.           
New individual life recurring premium business (excluding Discovery Life) has   
shown marginal growth of 3% compared with the 2001 figures, once again an       
improvement on the decline of 5% reported at the interim stage. This figure     
excludes automatic premium increases. The reduction in new recurring investment 
business resulting from the increased limitations on offshore investments, was  
offset by an increase in the sales of new recurring risk business. In addition, 
our Personal Offshore Portfolio product, utilising the individual offshore      
allowance available to individuals, has been well received by the market, and   
now contributes 16% of all new individual recurring premium business.           
Momentum International Multi-Managers (MIMM) was formed by consolidating the    
local multi-manager operation, Momentum Advisory Service, with Ansbacher        
International Multi-Managers in the UK. The consolidated multi-manager operation
continued to benefit from the mandate it secured to manage institutional assets 
of R5 billion. In addition, the recently launched international hedge funds     
attracted significant new business inflows. MIMM now manages a total of R27,3   
billion in assets, of which R11,6 billion are managed locally and R15,7 billion 
managed in the UK. Of the R27,3 billion, 78% represents group assets managed,   
with the remainder being third party funds.                                     
Employee benefits                                                               
As reported in our interim results announcement, the operating profit of        
Momentum Employee Benefits declined due to lower underwriting profits arising   
from unfavourable experience in relation to AIDS-related risk claims. The       
adverse claims experience was restricted to a few specific schemes.             
Our strategy for managing this business has been revised. This includes a more  
active approach to premium increases, and we are confident that we will restore 
the previous profitability level of this portfolio.                             
New risk business premium income showed healthy growth of 32%. Particularly     
impressive was the increase in new fee income of 160%. Much of this arose from  
innovative solutions to clients` needs for funding post-retirement healthcare   
liabilities and taking over pensioner liabilities from pension funds.           
Asset management operations                                                     
The FirstRand Asset Management Group (FRAM), comprising RMB Asset Management    
(RMBAM), RMB Investment Services, RMB Properties, 40% of Futuregrowth Asset     
Management (Futuregrowth), FirstRand International Asset Management (FRIAM) and 
87% of the Jersey General Group (JGG), maintained its contribution to the group 
operating profit after tax. However, the comparative results for the year to 30 
June 2001 include an amount of R31,7 million representing foreign exchange      
translation gains, which are no longer accounted for in the income statement due
to a change in categorisation of FRIAM from an integral operation to an         
independent foreign entity on 1 July 2001. On a comparable basis, the operating 
profit after tax increased by 15%, indicating satisfactory results, especially  
considering the volatility in equity and currency markets. In fact, the local   
operations of FRAM reflected a 23% increase in operating profit after tax,      
whilst there was a decline of 1% in operating profit after tax from offshore    
operations, excluding the comparative translation gain.                         
With effect from 1 July 2001, an additional 32% was acquired in JGG, bringing   
the total investment in JGG to 87%. JGG contributed assets under management of  
R11,1 billion at 30 June 2002. The decline in international investment markets  
has resulted in the group reassessing the carrying value of the goodwill arising
upon the acquisition of JGG. It was decided to charge an impairment of R210     
million, in addition to the normal goodwill amortisation, against attributable  
earnings during the current year. This brings the carrying value of our         
investment in JGG in line with the current valuations of similar operations in  
the UK fund management market.                                                  
As mentioned in the interim results announcement, an empowerment transaction was
concluded whereby 40% of Futuregrowth, the group`s specialist fund manager, was 
sold to Wipcapital, the financial services division of Wiphold, with effect from
1 January 2002. Wipcapital has an option to increase this shareholding to 56,5% 
after two years. As part of the empowerment transaction, a further 20% of       
Futuregrowth has been earmarked for an employee incentive scheme, leaving the   
FRAM group with a 40% shareholding.                                             
FRAM`s assets under management totalled R142 billion at 30 June 2002 (30 June   
2001: R155 billion), of which R88 billion (30 June 2001: R97 billion) are off-  
balance sheet funds, with the balance being group on-balance sheet assets       
managed. The assets managed by Futuregrowth are no longer included in FRAM`s    
assets under management as the group now holds only 40% of Futuregrowth. The    
comparative assets under management included on-balance sheet assets of R8,4    
billion and off-balance sheet assets of R9 billion managed by Futuregrowth. The 
investment performance of RMBAM has improved during the past year, with the RMB 
Managed Fund`s one year performance moving up from 9th position at 30 June 2001 
to 5th position at 30 June 2002, out of the ten largest asset managers in the   
Alexander Forbes Global Large Manager Watch. In addition, unit trust performance
remains satisfactory, with RMB Unit Trusts being ranked in the top quartile     
overall of the Plexus Survey of unit trust performance to June 2002.            
Discovery Holdings                                                              
Discovery, in which the Momentum Group owns 63% (2001: 64%), again produced very
good results despite a challenging environment. Discovery`s headline earnings   
per share increased by 14%, despite the financial effect of the resolution      
reached with the Council for Medical Schemes. Discovery Life has contributed    
positive earnings to the overall group results in its first full year of        
operation, whilst the rand equivalent of the losses incurred by Destiny Health  
in the US were in line with budget, despite the weaker rand.                    
The new business volumes of Discovery Health decreased by 10% to R1 869 million 
(including Vitality), mainly due to the significant new business generated in   
2001 following the demise of certain major competitors and the amnesty period`s 
open enrolment. Discovery Life generated new annualised recurring premium income
of R264 million (2001: R94 million) in its first full year of operation. Destiny
Health continues to grow steadily, and generated new business of R206 million   
(US$22,5 million).                                                              
Discovery`s embedded value increased by 5% to R3 312 million at 30 June 2002.   
The agreement between Discovery and the Council regarding lower levels of       
administration fees and reinsurance reduced the embedded value by R673 million. 
Investment income on shareholders` assets                                       
The investment income on shareholders` assets increased by 11,1% to R190        
million. The two most significant factors affecting this growth in investment   
income were:                                                                    
 In pursuit of the optimisation of capital, dividends of R300 million in excess 
of the Momentum Group`s normal dividend policy were paid to FirstRand Limited   
during the current year, with the FirstRand Banking Group reducing its dividend 
by the same amount. This reduced the overall shareholders` assets, and the      
corresponding investment income thereon. This brings the total dividends paid to
FirstRand by Momentum Group in excess of the group`s normalised dividend to R825
million since 2000, which has assisted the FirstRand Banking Group in increasing
its capital adequacy ratio; and                                                 
 African Life, in which the group equity accounts its 33,4% stake, reported a   
40% increase in headline earnings per share during the year to March 2002,      
resulting in a positive effect on the investment income on shareholders` assets.
Shareholders` net assets at 30 June 2002 consisted of the following:            
Actuarial value of  2002                 2001                                   
shareholders` net   Rm                   Rm                                     
assets                                                                          
Strategic                                                                       
subsidiary                                                                      
investments1                                                                    
- Discovery         1 777                2 691                                  
Holdings (63%)                                                                  
(2001: 64%)                                                                     
- FirstRand Asset   1 603                1 845                                  
Management                                                                      
- Momentum Advisory                                                             
Service (72,5%)                                                                 
(2001: 100%)        40                   36                                     
Shareholders`                                                                   
portfolio                                                                       
investments1                                                                    
- African Life      557                  525                                    
(33%) (2001: 32%)                                                               
- Fixed interest    572                  370                                    
instruments                                                                     
- Equities          132                  139                                    
- Properties        268                  201                                    
- Share trust and   589                  914                                    
subsidiary loans                                                                
- Cash and other    626                  658                                    
Total shareholders` 6 164                7 379                                  
net assets                                                                      
1 The income from strategic subsidiary investments is included in group         
operating profit, whilst the income on the shareholders` portfolio investments  
is reflected separately in headline earnings. The group`s policy is not to      
include capital appreciation or depreciation on shareholders` assets in         
earnings, but to rather account for these items directly in reserves.           
The comparative figures in the table above have been adjusted upward from R7 149
million to R7 379 million by reversing the 2001 provision for dividends in line 
with recent changes in accounting standards.                                    
The total shareholders` net assets decreased by 16,5% from R7 379 million to R6 
164 million, mainly as a result of the excess dividends declared, the 34%       
decline in the Discovery share price between 30 June 2001 and 30 June 2002, and 
the reduction in the directors` valuation of FirstRand Asset Management.        
Capital adequacy                                                                
The excess of assets over liabilities of Momentum Group was R6 164 million at 30
June 2002. The capital adequacy requirements (CAR) of R2 543 million (2001: R3  
024 million) were covered 2,4 times (2001: 2,4 times) by this excess. The more  
efficient management of our smoothed-bonus portfolio and improved matching of   
fixed liability portfolios, resulted in a 31% reduction in the CAR relating to  
individual business.                                                            
The Financial Services Board (FSB) is in the process of formulating new rules   
with regard to the calculation of the solvency requirements relating to life    
insurers. These new rules include more conservative principles for the valuation
of strategic subsidiary investments. Momentum is confident that it will remain  
in a financially sound position should the current draft proposals be           
implemented.                                                                    
Results of the embedded value calculation                                       
The embedded value of the Momentum Group, representing the sum of the           
shareholders` net assets and the present value of the expected future profits   
arising from the existing in-force insurance business, totalled R9 532 million  
at 30 June 2002 (2001: R10 536 million). The embedded value calculation includes
the Momentum Group`s 63% share of the market value of Discovery Holdings, as    
well as the unlisted strategic subsidiary companies at directors` valuation.    
The analysis of the main components of the group embedded value at 30 June 2002 
is set out in the following table:                                              
2002           2001                                              
Embedded       Rm             Rm                                                
value                                                                           
Actuarial      6 164          7 379                                             
value of                                                                        
shareholders`                                                                   
net assets                                                                      
Net value of   3 368          3 157                                             
in-force                                                                        
insurance                                                                       
business                                                                        
  Value of in- 3 611          3 459                                             
force                                                                           
insurance                                                                       
business                                                                        
  Opportunity                                                                   
cost of                                                                         
capital                                                                         
adequacy                                                                        
               (243)          (302)                                             
requirements                                                                    
Embedded       9 532          10 536                                            
value                                                                           
The embedded value of new business amounted to R206 million for the current     
year, 28% less than the figure of R285 million for the prior year. As mentioned 
at the interim stage, this reduction is directly attributable to the reduction  
in single premium business without a commensurate reduction in new business     
expenses. The embedded value of new business written during the year represents 
a margin of 16% of the notional new business premiums (new recurring plus 10% of
single premiums), compared with 20% for the prior year.                         
The embedded value loss for the year ended 30 June 2002 amounted to R246        
million, calculated as the decline in the embedded value, net of dividends paid 
during the year of R758 million. This decline represents a negative return on   
embedded value of 2,3%. The main reason for the negative growth in embedded     
value was the decline in the share price of Discovery Holdings, which           
constituted 29% of the actuarial value of shareholders` net assets at 30 June   
2002.                                                                           
The movement in the embedded value during the year can be analysed as follows:  
Analysis of movement in       Rm                                                
embedded value                                                                  
Embedded value at 30 June     10 536                                            
2001                                                                            
Embedded value loss           (246)                                             
  Factors related to          885                                               
operations:                                                                     
    Value of new business     206                                               
    Expected return on new    15                                                
business                                                                        
Expected return on        496                                               
existing business                                                               
    Experience assumption     39                                                
changes                                                                         
Operating experience      129                                               
variations                                                                      
  Factors related to market   (1 131)                                           
conditions:                                                                     
Investment return on      (995)                                             
shareholders` net assets                                                        
    Change in economic        (74)                                              
assumptions                                                                     
Investment variations     (62)                                              
Less: Dividends paid          (758)                                             
Embedded value at 30 June     9 532                                             
2002                                                                            
The following table provides an analysis of the main economic assumptions used  
in calculating the embedded value at 30 June 2002:                              
Economic            2002                 2001                                   
assumptions                                                                     
Risk discount rate  15,5%                14,5%                                  
Investment returns  13,5%                12,5%                                  
(before tax)                                                                    
Expense inflation   9,5%                 8,5%                                   
rate                                                                            
The adjustments to these assumptions from the prior year are a consequence of   
the increase in long-term interest rates over the year. The net reduction in    
embedded value of the changes in these assumptions is R74 million.              
Group assets under management and administration                                
The Momentum Group managed or administered total assets of R190,6 billion at 30 
June 2002 compared with R182,9 billion at 30 June 2001, an increase of 4,2%. As 
mentioned elsewhere in this announcement, from 1 January 2002, the assets       
managed by Futuregrowth are no longer included in `group assets under           
management` as the group`s holding in Futuregrowth reduced to 40% at that date. 
The comparative figures to 30 June 2001 include R9 billion in off-balance sheet 
assets managed by Futuregrowth.                                                 
The following table provides a breakdown of the assets managed or administered  
by group companies:                                                             
                30 June     30 June                                             
Assets under    2002        2001         %                                      
management                                                                      
and             Rbn         Rbn          change                                 
administration                                                                  
On-balance      92,3        80,9         14,1                                   
sheet assets                                                                    
Assets managed                                                                  
on behalf                                                                       
  of third      75,2        80,1         (6,1)                                  
parties                                                                         
Unit trust      16,9        16,7         1,2                                    
funds managed                                                                   
Assets under    184,4       177,7        3,8                                    
management                                                                      
Linked product                                                                  
assets under                                                                    
                6,2         5,2          19,2                                   
administration1                                                                 
Total assets                                                                    
under                                                                           
management                                                                      
and           190,6       182,9        4,2                                    
administration                                                                  
1 Excludes business written by the Momentum Group`s Linked Product Packager on  
the life company`s balance sheet, as these assets are reflected under on-balance
sheet assets above. Total linked product assets under administration amounted to
R13,9 billion (2001: R11,7 billion).                                            
Funds received from clients                                                     
Total new business inflows of R31,2 billion were received during the year, an   
increase of 8,3% compared to the R28,8 billion for the prior year. New recurring
business in the individual life and employee benefits areas were boosted by     
sales of Discovery Life products, whilst individual life single premiums, linked
products and unit trust investments all declined. The following table provides  
an analysis of the new business inflows, which include 100% of the Discovery    
figures:                                                                        
               2002           2001            %                                 
New business   Rm             Rm              change                            
Annualised     3 030          2 824           7,3                               
recurring                                                                       
premiums                                                                        
  Individual   818            650             25,8                              
life1                                                                           
  Employee     137            91              50,5                              
benefits1                                                                       
  Health       2 075          2 083           (0,3)                             
insurance2                                                                      
Lump sum       17 456         18 695          (6,6)                             
inflows                                                                         
  Individual   3 021          3 944           (23,4)                            
life premium                                                                    
income                                                                          
  Corporate                                                                     
policy                                                                          
premium                                                                         
  income       1 240          1 006           23,3                              
  Employee                                                                      
benefits                                                                        
premium                                                                         
  income       2 927          2 727           7,3                               
  Linked       2 920          2 963           (1,5)                             
product                                                                         
sales3                                                                          
  Unit trust   5 245          5 305           (1,1)                             
sales - local                                                                   
  Unit trust   2 103          2 750           (23,5)                            
sales -                                                                         
offshore                                                                        
Segregated     10 665         7 233           47,4                              
third party                                                                     
inflows4                                                                        
Total new      31 151         28 752          8,3                               
business                                                                        
inflows                                                                         
1 Includes the annualised premiums relating to sales of Discovery Life products 
amounting to R236 million (2001: R85 million) under individual life business,   
and R28 million (2001: R8 million) under employee benefits business.            
2 Includes the new annualised premiums relating to the sales of Destiny Health  
products of R206 million (2001: R12 million).                                   
3 Includes sales of products on the life insurance balance sheet amounting to   
R1,2 billion (2001: R1,6 billion) and linked product sales in the UK of R1,3    
billion (2001: R607 million).                                                   
4 Includes the once-off inflow of assets from a single institutional mandate of 
R5,1 billion.                                                                   
All transfers between on and off-balance sheet funds have been excluded from the
above.                                                                          
Taking into account the inflows from existing business as well as the new       
business inflows detailed above, the total funds received from clients amounted 
to R35,8 billion, an increase of 9,5% over the 2001 figure. The components of   
this inflow are set out in the following table:                                 
2002           2001            %                                 
Funds          Rm             Rm              change                            
received from                                                                   
clients                                                                         
Individual     7 474          7 978           (6,3)                             
life premium                                                                    
income                                                                          
  Single       3 021          3 944           (23,4)                            
premiums1                                                                       
  Corporate    1 240          1 006           23,3                              
policy                                                                          
premiums                                                                        
Recurring    3 213          3 028           6,1                               
premiums                                                                        
Employee                                                                        
benefits                                                                        
premium                                                                         
  income       4 309          3 991           8,0                               
  Single       2 927          2 727           7,3                               
premiums                                                                        
Recurring    1 382          1 264           9,3                               
premiums                                                                        
Health                                                                          
insurance net                                                                   
premium                                                                         
  income       3 132          2 531           23,8                              
  Gross                                                                         
inflows under                                                                   
7 545          5 455           38,3                              
management                                                                      
  Less:                                                                         
Medical                                                                         
scheme and                                                                      
    money      (4 234)        (2 676)         (58,2)                            
market                                                                          
contributions                                                                   
Less:        (179)          (248)           27,8                              
Reinsurance                                                                     
premiums                                                                        
Linked         2 920          2 963           (1,5)                             
product sales                                                                   
Unit trust     7 348          8 055           (8,8)                             
sales                                                                           
  Local        5 245          5 305           (1,1)                             
Offshore     2 103          2 750           (23,5)                            
Segregated     10 665         7 233           47,4                              
third party                                                                     
inflows                                                                         
Total funds                                                                     
received                                                                        
  from         35 848         32 751          9,5                               
clients                                                                         
1 Single premiums exclude funds retained through the extension of the original  
policy term, amounting to R457 million (2001: R446 million).                    
All transfers between on and off-balance sheet funds have been excluded from the
above.                                                                          
Payments to clients                                                             
Total payments to clients for the year of R32,1 billion represents an increase  
of 14,5% compared to the prior year. The increased outflow in the segregated    
third party funds was a result of large benefit withdrawals by retirement fund  
clients.                                                                        
The following table provides an analysis of these outflows:                     
               2002           2001            %                                 
Payments to    Rm             Rm              change                            
clients                                                                         
Individual     5 561          5 037           10,4                              
life                                                                            
Corporate      669            273             >100,0                            
policies                                                                        
Employee       4 287          4 708           (8,9)                             
benefits                                                                        
Health         1 722          1 473           16,9                              
insurance                                                                       
Linked         2 491          3 061           (18,6)                            
products1                                                                       
Unit trusts -  5 085          4 593           10,7                              
local                                                                           
Unit trusts -  1 716          2 452           (30,0)                            
offshore                                                                        
Segregated     10 593         6 469           63,8                              
third party                                                                     
funds                                                                           
Total          32 124         28 066          14,5                              
payments to                                                                     
clients                                                                         
1 Includes outflows relating to products on the life insurance balance sheet    
amounting to R1 billion (2001: R742 million).                                   
All transfers between on and off-balance sheet funds have been excluded from the
above.                                                                          
Net flow of funds                                                               
The net flow of funds from clients for the year totalled R3,7 billion (2001:    
R4,7 billion). This decline was the result of lower single premium individual   
life inflows, coupled with the increased local unit trust repurchases and the   
increased segregated third party fund benefit withdrawals. The following table  
sets out the net flow of funds per business category, which takes account of the
total inflows set out above, and the outflows to clients for the year:          
2002           2001            %                                 
Net flow of    Rm             Rm              change                            
funds                                                                           
Individual     673            1 935           (65,2)                            
life                                                                            
Corporate      571            733             (22,1)                            
business                                                                        
Employee       22             (717)           >100,0                            
benefits                                                                        
Health         1 410          1 058           33,3                              
insurance                                                                       
Linked         429            (98)            >100,0                            
products                                                                        
Unit trusts -  160            712             (77,5)                            
local                                                                           
Unit trusts -  387            298             29,9                              
offshore                                                                        
Segregated     72             764             (90,6)                            
third party                                                                     
funds                                                                           
Total net      3 724          4 685           (20,5)                            
flow of funds                                                                   
accounting policies                                                             
The accounting policies applied are consistent with those of the previous year, 
except as set out below. Where necessary, comparative figures have been adjusted
to conform with changes in presentation in the current year.                    
In anticipation of the adoption of AC 133, unrealised gains in the shareholders`
assets, previously accounted for in the life fund, are now credited or debited  
directly to an investment reserve, which is a non-distributable reserve.        
Prospects                                                                       
The limitations placed by the Reserve Bank on offshore investments will continue
to place pressure on new business growth in Momentum`s chosen target market. In 
addition, the decline in South Africa`s savings rate as a percentage of GDP from
22% in the late-80`s to 15% in 2001, may negatively affect future growth        
prospects. It is however encouraging to note that the last quarter of this past 
financial year has seen an upturn in individual life and linked product new     
business, with the first two months of the new financial year continuing this   
trend.                                                                          
Due to the fact that investment returns remain the main profit driver for the   
group, earnings growth will be determined to a large degree by the performance  
of local and international investment markets. The current uncertainty regarding
the direction of international markets makes it difficult to predict future     
profit growth. Notwithstanding these factors we are cautiously optimistic that  
the diversity of group earnings, coupled with the ongoing focus within the      
various businesses, should result in us maintaining real profit growth going    
forward.                                                                        
12 September 2002                                                               
L L Dippenaar  H P Meyer                                                        
Chairman       Managing Director                                                
Momentum Group Limited                                                          
Reg No 1904/002186/06                                                           
Postal address                                                                  
PO Box 7400, Centurion, 0046. Telephone (012) 671 8911                          
Date: 16/09/2002 01:00:00 PM Produced by the JSE SENS Department                
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