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| A |
Ordinary business |
| 1. |
To ratify and confirm the payment of an interim dividend on 21 November 2005; |
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| 2. |
To receive and adopt the reports of the directors, statutory auditor and independent auditors for the year ended 31 March 2006; |
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| 3. |
To receive and adopt the statutory financial statements of the company and the consolidated financial statements of the group for the year
ended 31 March 2006; |
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| 4. |
To grant discharge to the directors, officers and the statutory auditor in respect of the execution of their mandates to 31 March 2006;
The directors, officers and the statutory auditor of the company are appointed by the company with a one-year mandate, in terms of the
company's articles and Luxembourg Law. It is customary practice to discharge the directors, officers and the statutory auditor from their
mandate at the annual general meeting, prior to their re-appointment to office for the following year. The discharge of the mandate does
not affect the obligations and liability of the directors, officers and statutory auditors in respect of their duties while in office. |
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| 5. |
To re-elect the following directors for a further term of office in accordance with the provisions of the Articles of Incorporation: |
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| – Mr AC Ball |
| – Mr PAB Beercroft |
| – Mr JE Bodoni |
| – Mr BI Childs |
| – Mr JJ Coulter |
| – Mr JA Gnodde |
| – Mr ME King |
| – Mr RJ Koch |
| – Mr AM Rosenzweig |
| – Mr CJ Tayelor |
| – Mr HRW Troskie |
| – Mr SJP Weber |
| – Mr PL Wilmot |
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| 6. |
To receive and act on the statutory nomination of the statutory auditor and the independent auditor for a term of one year ending at the
annual general meeting in 2007; |
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| 7. |
To allocate the company's profits;
In terms of Luxembourg Law, the company is required to transfer to a legal reserve a minimum of 5% of the unconsolidated net earnings
for each financial year until the reserve equals 10% of its issued share capital. The legal reserve is not available for distribution, except upon
dissolution of the company. |
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| 8. |
To approve the declaration and payment of a final dividend for the year ended 31 March 2006 of 10,39 US cents per share and 67,81 cents
per share for the shareowners registered on the South African register, (to be paid on 16 August 2006 to those shareowners appearing on
the share register as at 3 August 2006). |
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| 9. |
To renew the authority granted to the company to purchase its own shares subject to the following limitations: |
| 9.1 |
unless a tender offer is made to all shareowners on the same terms and except in case of an emergency where the purchase is carried out
to avoid a material loss which the company would otherwise incur, each purchase shall be made through a stock exchange on which the
shares in the company are regularly traded and the purchase price shall not exceed 5% above the average market value for the shares on
all stock exchanges on which the ordinary shares are listed and have traded for the 10 (ten) business days before the purchase; |
| 9.2 |
if purchases are by tender, tenders must be available to all shareowners alike; and |
| 9.3 |
the maximum number of shares that may be repurchased pursuant to this authority shall not exceed 10% of the issued share capital of the
company from time to time.
This authority shall not extend beyond 18 (eighteen) months from the date of this annual general meeting but shall be renewable for further
periods by resolution of the annual general meeting of the shareowners from time to time. |
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Page up |
| B. |
Special business |
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| 10. |
To renew, in terms of the Law of 10 August 1915 on commercial companies, as amended, and the Listing Requirements of the Luxembourg Stock
Exchange, London Stock Exchange and JSE Limited, the authority granted to the board, subject to the terms of the Articles of Incorporation, to issue
further ordinary shares, whether for cash or otherwise, as and when suitable situations arise, up to the total authorised capital, without reserving
for the existing shareowners a preferential subscription right to subscribe to the shares issued, subject to the following limitations: |
| 10.1 |
that this authority shall not extend beyond 15 (fifteen) months from the date of this annual general meeting but shall be renewable for
further periods by resolution of the annual general meeting of the shareowners from time to time; |
| 10.2 |
that a paid press announcement giving details, including the impact on net asset value and earnings per share, will be published at the time
of any such issue of shares representing, on a cumulative basis within one year, 5% or more of the number of ordinary shares in issue prior
to any such issues; |
| 10.3 |
that issues (excluding shares to be issued pursuant to any share purchase or incentive scheme established for the benefit of the employees
of the company and its subsidiaries ("incentive schemes")) in aggregate in any one year may not exceed 10% of the company's issued
ordinary share capital, provided further that such issues (excluding shares to be issued pursuant to incentive schemes) shall not in aggregate
in any three-year period exceed 15% of the company's issued ordinary share capital; |
| 10.4 |
that, in determining the price at which such an issue of ordinary shares will be made in terms of this authority, the maximum discount
permitted will be 10% of the average market price of the ordinary shares as determined over the 30 (thirty) days prior to the date that the
price of the issue is determined or agreed by the directors on all stock exchanges on which the ordinary shares are listed and have traded
during that period; and |
| 10.5 |
that any such securities so issued for cash shall be made to the "public" and will also not result in an affected transaction. |
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Without this authority, the board has no capacity in terms of the company's Articles to issue shares to settle employee share entitlements.
For this reason, the board has proposed that its authority to issue shares is significantly restricted so that any material issues of share capital
are taken to shareowners for approval. |
