NOTICE OF THE FIFTH ANNUAL GENERAL MEETING OF
THE COMPANY'S SHAREHOLDERS
Notice is hereby given that the fifth annual general
meeting of the shareholders of the company will be held
at 14h00 on Tuesday, 30 May 2006 in the auditorium at
Parc du Cap 7, Mispel Road, Bellville, Cape Town for the
following business:
to receive and adopt the annual financial statements of the
company for the financial year ended 31 December 2005
to transact such other business as may be transacted at
an annual general meeting
to consider and, if deemed fit, to pass the following
special and ordinary resolutions, with or without modifi-
cations:
SPECIAL RESOLUTION NUMBER 1 - GENERAL APPROVAL
OF SHARE BUY-BACK
It is proposed that the company renew its general approval
for a share buy-back with the following special resolution:
"Resolved that the board of directors of the company and of
any subsidiary of the company be and are hereby authorised
by way of a general approval to repurchase shares issued by
the company, subject always to the provisions of the
Companies Act 61 of 1973, as amended ("the Companies
Act") and the listings requirements of the JSE Securities
Exchange South Africa ("the listings requirements") and any
other stock exchange upon which the shares of the
company may be quoted or listed from time to time, and
subject to such other conditions as may be imposed by
any other relevant authority, and subject further to the
following conditions:
this general approval shall be valid only until the
company's next annual general meeting, provided that it
does not extend beyond 15 months from the date of this
resolution, during which time this general approval may
be varied or revoked by special resolution passed at a
general meeting of the company;
the general repurchase by the company of its own
shares shall not, in aggregate in any one financial year,
exceed a maximum of 20% of the company's issued
share capital of that class at the time this general
approval is granted;
in the case of an acquisition by a subsidiary of the
company of shares in the company under this general
approval, such acquisition shall be limited to a maximum
of 10% in aggregate of the company's issued share
capital at the time of such acquisition;
any acquisition under this general approval shall not be
made at a price more than 10% above the volume
weighted average traded price of the company's ordinary
shares concerned for the five business days immediately
preceding the date of the acquisition;
any acquisition in terms hereof may only be effected
through the order book operated by the JSE trading
system and may only be done without any prior under-
standing or arrangement between the company and the
counter party;
at any time, the company shall only appoint one agent
to effect any acquisitions on the company's behalf in
terms of this general approval;
any such acquisitions of the company's shares shall be
announced when an aggregate of 3% of the initial
number of shares has been purchased and for each 3%
in aggregate of the initial number of shares acquired
thereafter;
the company may only undertake an acquisition if,
after such acquisition, it still complies with the share-
holder spread requirements contained in the listings
requirements;
the company or its subsidiaries may not acquire the
company's shares during a prohibited period."
GENERAL INFORMATION
Information relating to:
the directors and management of the company can be
found on pages 6 and 48 to 49 of the annual report
accompanying this notice
the major shareholders of the company can be found on
page 152 of the report
the directors' interests in the company can be found on
page 76 of the report
the share capital of the company can be found on page
109 of the report
any litigation can be found on page 123 of the report.
DIRECTORS' STATEMENT
The directors of the company are of the opinion that, if the
company were to enter into such a maximum repurchase
during the period that the authority is valid, the require-
ments of s85(4) of the Companies Act will have been met
and that:
the company, and the company and its subsidiaries ("the
group") will be able to pay its debts as they become
due in the ordinary course of business for a period of 12
months after the date of this notice;
NOTICE OF ANNUAL GENERAL
meeting