Notice to shareholders

The 2008 Annual General Meeting of the Company will be held on Thursday, 21 August 2008, at 15:30 in Magnifica 2 & 3, Protea Hotel
Stellenbosch, Techno Avenue, Techno Park, Stellenbosch, 7600, to, if approved, pass the following ordinary and special resolutions with
or without modification:

APPROVAL OF ANNUAL FINANCIAL STATEMENTS

Ordinary Resolution Number 1

Resolved that the audited annual financial statements of the Company and the Group for the year ended 31 March 2008 be accepted

and approved.

APPROVAL OF DIRECTORS’REMUNERATION

Ordinary Resolution Number 2

Resolved that directors’ fees for services rendered as directors for the past financial year ended 31 March 2008 as well as the following

financial year ending 31 March 2009 be determined on the following basis:

	Fee for the past	Fee for the following
	financial year	financial year
	31 March 2008	31 March 2009
Type of fee	R	R
Board Member	150 000	160 000
Chairman of the Audit and Risk Committee	100 000	108 000
Member of the Audit and Risk Committee	50 000	54 000
Member of the Remuneration and Nomination Committee	25 000	27 000

ELECTION OF DIRECTOR

Ordinary Resolution Number 3

Resolved that Mr G D de Jager who retires in terms of article 31.1.1 of the Company’s Articles of Association and who has offered

himself for re-election, be re-elected as a director of the Company.

ELECTION OF DIRECTOR

Ordinary Resolution Number 4

Resolved that Mr J W Dreyer who retires in terms of article 31.1.1 of the Company’s Articles of Association and who has offered

himself for re-election, be re-elected as a director of the Company.

ELECTION OF DIRECTOR

Ordinary Resolution Number 5

Resolved that Dr E de la H Hertzog who retires in terms of article 31.1.1 of the Company’s Articles of Association and who has

offered himself for re-election, be re-elected as a director of the Company.

ELECTION OF DIRECTOR

Ordinary Resolution Number 6

Resolved that Mrs J A Preller who retires in terms of article 31.1.1 of the Company’s Articles of Association and who has offered

herself for re-election, be re-elected as a director of the Company.

ELECTION OF DIRECTOR

Ordinary Resolution Number 7

Resolved that Mr F Robertson who retires in terms of article 31.1.1 of the Company’s Articles of Association and who has offered

himself for re-election, be re-elected as a director of the Company.

ELECTION OF DIRECTOR

Ordinary Resolution Number 8

Resolved that Mr T van Wyk who retires in terms of article 31.1.1 of the Company’s Articles of Association and who has offered

himself for re-election, be re-elected as a director of the Company.

ELECTION OF DIRECTOR

Ordinary Resolution Number 9

Resolved that Mr L Crouse who retires in terms of article 31.4.1.1 of the Company’s Articles of Association and who has offered

himself for re-election, be re-elected as a director of the Company.

Biographical details of all directors of the Company are set out here.

AUTHORITY TO REPURCHASE SHARES

Special Resolution Number 1

Resolved that the Board of Directors of the Company be hereby authorised, by way of a renewable general authority, to approve the

purchase of its own shares by the Company, or to approve the purchase of ordinary shares in the Company by any subsidiary of the

Company, provided that:

	•	this general authority shall be valid until the Company’s next annual general meeting or for 15 months from the date of this
		resolution, whichever period is shorter;
	•	the ordinary shares be purchased through the order book of the JSE trading system and done without any prior understanding
		or arrangement between the Company and/or the relevant subsidiary and the counterparty, provided that if the Company
		purchases its own shares from any wholly owned subsidiary of the Company for the purposes of cancelling such treasury shares
		pursuant to this general authority, the above provisions will not be applicable to such purchase transaction;
	•	an announcement complying with paragraph 11.27 of the Listings Requirements of the JSE (“Listings Requirements”) be
		published by the Company (i) when the Company and/or its subsidiaries cumulatively repurchased 3% of the ordinary shares in
		issue as at the time when the general authority was given (“the initial number”) and (ii) for each 3% in the aggregate of the initial number of the ordinary shares acquired thereafter by the Company and/or its subsidiaries;
	•	the repurchase by the Company of its own ordinary shares shall not in the aggregate in any one financial year exceed 20% of the Company’s issued share capital of that class, provided that the acquisition of ordinary shares as treasury stock by a subsidiary of the Company shall not exceed 10% in the aggregate of the number of issued shares of the Company;
	•	repurchases must not be made at a price more than 10% above the weighted average of the market value of the ordinary shares
		for the five business days immediately preceding the date on which the transaction is effected;
	•	at any point in time the Company may only appoint one agent to effect any repurchase on the Company’s behalf or on behalf of any subsidiary of the Company;
	•	the Company will after a repurchase of shares still comply with the provisions of the Listings Requirements regarding
		shareholder spread;
	•	subject to the exceptions contained in the Listings Requirements, the Company and the Group will not repurchase ordinary
		shares during a prohibited period (as defined in the Listings Requirements) unless they have in place a repurchase programme
		where the dates and quantities of securities to be traded during the relevant period are fixed (not subject to any variation) and
		full details of the programme have been disclosed in an announcement over SENS prior to the commencement of the prohibited
		period; and
	•	such repurchases will be subject to the provisions of the Companies Act (No. 61 of 1973), as amended (“Companies Act”), the
		Company’s Articles of Association and the Listings Requirements.

It is the intention of the Board of Directors to use this general authority should prevailing circumstances (including the tax dispensation and market conditions) warrant it in their opinion.

The Company’s directors undertake that they will not implement any such repurchases while this general authority is valid, unless:

	•	the Company and the Group will be able, in the ordinary course of business, to pay its debts for a period of 12 months after the
		date of the notice of the annual general meeting at which this resolution is proposed (“the annual general meeting”);
	•	the assets of the Company and the Group will exceed the liabilities for a period of 12 months after the date of the notice of
		the annual general meeting. For this purpose, the assets and liabilities will be recognised and measured in accordance with the
		accounting policies used in the Company’s latest audited annual group financial statements;
	•	the Company and the Group will have adequate share capital and reserves for ordinary business purposes for a period of
		12 months after the date of the notice of the annual general meeting;
	•	the working capital of the Company and the Group will be adequate for ordinary business purposes for a period of 12 months
		after the date of the notice of the annual general meeting; and
	•	upon entering the market to proceed with the repurchase, the Company’s sponsor has confirmed the adequacy of the Company’s working capital for the purposes of undertaking a repurchase of shares in writing to the JSE.

Reason for and effect of Special Resolution Number 1

The reason for and the effect of the special resolution is to grant the Company’s directors a general authority to approve the Company’s repurchase of its own shares and to permit a subsidiary of the Company to purchase shares in the Company.

For the purposes of considering Special Resolution Number 1 and in compliance with paragraph 11.26 of the Listings Requirements,

the information listed below has been included in the Annual Report, in which this notice of annual general meeting is included,

at the places indicated:

	•	Directors and management
	•	Major shareholders
	•	No material changes;
	•	Directors’ interests in securities
	•	Share capital of the Company (note 16 and shareholders' information);
	•	The directors, whose names are set out here, collectively and individually accept full responsibility
		for the accuracy of the information contained in this Special Resolution Number 1 and certify, to the best of their knowledge
		and belief, that there are no other facts, the omission of which would make any statement false or misleading and that they have made all reasonable queries in this regard and that this resolution contains all information required by law and the Listings Requirements;
	•	There are no legal or arbitration proceedings (including any such proceedings that are pending or threatened of which
		the Company is aware), which may have or have had a material effect on the Company’s financial position over the last
		12-month period.

AUTHORITY TO ENTER INTO DERIVATIVE TRANSACTIONS

Special Resolution Number 2

Resolved that, subject to the passing of Special Resolution Number 1, the Board of Directors of the Company be authorised, by

way of a general renewable authority, to enter into derivative transactions which will or may lead to the Company being required to

purchase its own shares, subject to the provisions of the Companies Act and the limitations contained in paragraph 5.84(a) of the

Listings Requirements.

Reason for and effect of Special Resolution Number 2

The reason for and the effect of the special resolution is to grant the Company’s directors a general authority to, subject to the

provisions of the Companies Act and the Listings Requirements, enter into derivative transactions which will or may lead to the

Company being required to purchase its own shares.

And to transact any other business that may be transacted at an annual general meeting.

Members who have not dematerialised their shares or who have dematerialised their shares with “own name” registration are entitled

to attend and vote at the meeting and are entitled to appoint a proxy or proxies (for which purpose a form of proxy is attached hereto) to attend, speak and vote in their stead. The person so appointed as proxy need not be a member of the Company. Proxy forms must be lodged with the transfer secretaries of the Company, Computershare Investor Services (Pty) Limited, 70 Marshall Street, Johannesburg, 2001, South Africa, or posted to the transfer secretaries at PO Box 61051, Marshalltown, 2107, South Africa, to be received by them not later than Tuesday, 19 August 2008, at 15:30 (South African time).

Proxy forms must only be completed by members who have not dematerialised their shares or who have dematerialised their shares with “own name” registration.

On a show of hands, every member of the Company present in person or represented by proxy shall have one vote only. On a poll, every member shall be entitled to that proportion of the total votes in the Company which the aggregate amount of the nominal value of the shares held by such member bears to the aggregate amount of the nominal value of all the shares issued by the Company.

Members who have dematerialised their shares, other than those members who have dematerialised their shares with “own name”

registration, should contact their Central Securities Depository Participant (“CSDP”) or broker in the manner and time stipulated in

their agreement:

• to furnish them with their voting instructions; or

• in the event that they wish to attend the meeting, to obtain the necessary authority to do so.

By order of the Board of Directors.

M Lubbe

Secretary

Stellenbosch

18 June 2008

Return to top