ORDINARY RESOLUTIONS

Ordinary Resolution Number 1
Approval of annual financial statements
In terms of the Companies Act, the directors are obliged to present the annual financial statements of the Company, as well as the annual financial statements of the group to the members at the annual general meeting for approval.

Ordinary Resolution Number 2
Determination of directors’ remuneration
In terms of the Company’s Articles of Association, the remuneration payable to directors must be determined at the Company’s annual general meeting.

Ordinary Resolution Numbers 3 – 6
Election of directors
In terms of the Company’s Articles of Association, one-third of the directors or if their number is not a multiple of three, then the number nearest to but not less than one-third are required to retire at each annual general meeting. Directors may offer themselves for re-election.

Ordinary Resolution Number 7
Authority to place shares under control of the directors
In terms of the Companies Act, the directors shall not have the power to allot or issue shares of the Company without approval of the members of the Company. The current authority to place the unissued shares under the control of the directors is due to expire at this annual general meeting, unless renewed.

Ordinary Resolution Number 8
Authority to issue shares for cash
In terms of the Listings Requirements, the Board of Directors requires a general authority to enable them to issue shares in the Company for cash. In addition, treasury shares held by a subsidiary of the Company can only be used by the Company if the Company complies with the issue of shares for cash requirements contained in the Listings Requirements.

Ordinary Resolution Number 9
Amendment of The VenFin Share Scheme
The existing VenFin Share Scheme is not suitable in all cases for the incentivisation of employees. The Board of Directors is of the opinion that the introduction of an additional arrangement in the form of a share option scheme will improve their ability to adequately incentivise employees.

In the light of the above the Board of Directors has resolved, subject to shareholder approval, to introduce a share option scheme as part of the existing scheme. The share option scheme will be administered by the trustees of the existing trust in terms of the existing trust deed, but with its own set of rules. Save for the fact that the new arrangement will be an option scheme, the salient terms thereof, and in particular the provisions relating to the strike price of options and the periods within which options can be exercised, will be similar to those contained in the existing scheme.

The number of shares that may form the subject matter of The VenFin Share Scheme, as well as the number of shares in respect of which a participant may hold rights under The VenFin Share Scheme, has not been changed and accordingly the rules of the share option scheme have been drafted in such a manner that: the total number of ordinary shares forming the subject matter of The VenFin Share Scheme cannot exceed 10% of all the issued ordinary shares; the total number of B shares forming the subject matter of The VenFin Share Scheme cannot exceed 10% of all the issued B shares; the total number of ordinary shares in respect of which a participant may have rights under The VenFin Share Scheme cannot exceed 1% of the issued ordinary shares; the total number of B shares in respect of which a participant may have rights under The VenFin Share Scheme cannot exceed 1% of the issued B shares.

SPECIAL RESOLUTION

Special Resolution Number 1
Authority to repurchase shares
The annual renewal of the authority is required in terms of the Companies Act and the Listings Requirements. The existing authority to the directors is due to expire at this annual general meeting, unless renewed.