Dyoll Group Limited

Dyoll Gp. Ltd., certain of its stockholders, Dyoll Life Ltd. and FINSAC Ltd. proposed to sign an agreement whereby FINSAC Ltd. is to subscribe for 16,144,254 ordinary stock units of Dyoll Gp. Ltd. at a price of $2.30 per stock unit.

Under the agreement Dyoll Gp.Ltd. will invest the proceeds of the subscription monies in ordinary shares of Dyoll Life Ltd. the wholly owned life insurance subsidiary of Dyoll Gp. Ltd. FINSAC Ltd. will invest $162.8 million in Dyoll Life Ltd. by subscribing for 12.5% cumulative redeemable preference shares in the capital of the company. The agreement is conditional on approval at an extra-ordinary annual general meeting to be held 40 Knutsford Blvd. on June 19, 1997 at 10 a.m.

Note: FINSAC was incorporated as a limited liability company on January 29, 1997 as the vehicle to address the liquidity problems and others being experienced within the financial sector and specifically the insurance and banking sector.