| DIRECTORS' REPORT (CONTINUED) |
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| MAJOR SHAREOWNERS |
| According to information available to the company, after reasonable
enquiry, the following shareowners held 5% or more of the issued
capital of the company as at 31 March 2006: |
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| Shareowner |
% |
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| Stanlib Group (for and on behalf of clients) |
7,5 |
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| The Brait Executive Share Scheme |
6,2 |
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| Public Investment Commissioner |
5,3 |
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| Investec Group (for and on behalf of clients) |
5,0 |
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| DIRECTORS’ EMOLUMENTS |
| An analysis of the remuneration of executive and non-executive
directors is disclosed under "Remuneration Report' on page 42.
A register of individual directors' emoluments is maintained at
the company's offices and is available on request at the
company's offices. |
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| SPECIAL RESOLUTIONS |
| At the extraordinary general meeting held on 27 July 2005 special
resolutions were passed in terms of which: |
| • |
the issued capital was increased from US$153
383 598 to US$165 730 981,50 by the issue of
8 231 589 fully paid Brait S.A. shares to the Brait Executive
Share Purchase Trust |
| • |
To amend the company's Articles of Incorporation for the issue
of the additional Brait S.A. shares persuant to the abovementioned
resolution. |
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| EVENTS SUBSEQUENT TO THE BALANCE SHEET DATE |
| No events have taken place between 31 March 2006 and the date of
this report, which would have a material impact on either the financial
position or operating results of the group. |
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| COMPOSITION OF GROUP COMMITTEES |
| The composition of the board, the group audit and risk, remuneration
and other sub-committees of the board are disclosed in the corporate
governance section of this report. |
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| CORPORATE GOVERNANCE |
| Full details regarding the company's commitment to and its compliance
with appropriate international corporate governance practices are set
out on pages 35 to 39. |
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