ELECTION OF DIRECTOR
Ordinary Resolution Number 6
Resolved that Mr J E Newbury who retires in terms of clause 31.1.1 of the Company’s Articles of Association and who has offered himself for re-election, be hereby re-elected as a director of the Company.

Biographical details of all directors of the Company are set out here in the Annual Report containing this notice.

Ordinary Resolution Number 7
Resolved that the ordinary shares of one cent each (“ordinary shares”) and the B shares of ten cents each in the authorised but unissued share capital of the Company be and are hereby placed under the control of the Board of Directors of the Company as a general authority in terms of section 221(2) of the Companies Act (Act 61 of 1973), as amended (“the Companies Act”), subject to the provisions of the Companies Act and the Listings Requirements of the JSE Securities Exchange South Africa (“the Listings Requirements”) until the next annual general meeting, for allotment and issue to such persons and on such conditions as the Board of Directors may deem fit, but subject to the condition that:

• 26 000 000 ordinary shares and 5 000 000 B shares in the authorised share capital of the Company have been reserved for the purpose of The VenFin Share Scheme.

Ordinary Resolution Number 8
Resolved that the Board of Directors of the Company are hereby authorised, by way of a renewable general authority, to issue equity shares in the authorised but unissued share capital of the Company for cash as and when they in their discretion deem fit, subject to the Companies Act and the Listings Requirements, when applicable, and the following limitations, 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 equity shares which are the subject of the issue for cash must be of a class already in issue, or where this is not the case, must be limited to such securities or rights that are convertible into a class already in issue;
• the equity shares which must be issued to public shareholders (as defined in the Listings Requirements) and not to related parties (as defined in the Listings Requirements);
• the equity shares which are the subject of the issue for cash may not exceed 15% in the aggregate in any one financial year of the number of equity shares in issue of that class;
• the maximum discount at which the equity shares may be issued is 10% of the weighted average traded price of the Company’s ordinary shares measured over 30 business days prior to the date that the price of the issue is determined or agreed by the directors of the Company; and an
• announcement be published by the Company when the Company has issued, on a cumulative basis within a financial year, 5% or more of the number of equity shares in issue prior to that issue, in terms of 11.22 of the Listings Requirements.

The general authority contained in this Ordinary Resolution Number 8 is hereby granted and shall apply mutatis mutandis to the use of equity shares in the Company that are held by subsidiaries of the Company.

In terms of the Listings Requirements, approval for this ordinary resolution is obtained by achieving a 75% majority of the votes cast in favour of this resolution at the annual general meeting by all equity security holders present or represented by proxy.

Ordinary Resolution Number 9
Resolved that The VenFin Share Scheme be amended by inserting:

• the words “and Annexure B” directly after the words “Annexure A” in clause 1.2.5 of the share trust; and
• a new Annexure B containing the rules of the share option scheme, a copy of which was tabled at the meeting and signed for identification purposes by the chairman of the meeting.

The amended trust deed and the new Annexure B containing the rules of the share option scheme is available for inspection by the members of the Company at the Company’s registered address.

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 ordinary 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;
• an announcement complying with 11.27 of the Listings Requirements be published by the Company (i) when the Company and/or its subsidiaries have cumulatively repurchased 3% of the ordinary shares in issue as at the time the general authority was given (“the initial number”); and (ii) for each 3% in aggregate of the initial number of ordinary shares acquired thereafter by the Company and/or its subsidiaries;
• the general 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 still comply with the provisions of the Listings Requirements regarding shareholder spread;
• the Company and/or its subsidiaries will not repurchase ordinary shares during a prohibited period (as defined in the Listings Requirements); and
• such repurchase shall be subject to the Companies Act, the Company’s Articles of Association and the Listings Requirements.

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

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 their 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 of the Company and its subsidiary companies 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 VenFin’s working capital for the purposes of undertaking a repurchase of shares in writing to the JSE.

Reason for and effect of the Special Resolution
The reason for and the effect of the Special Resolution are to grant the Company’s directors a general authority to approve the Company’s repurchases of its shares in itself 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 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 to report on;
• Directors’ interests in securities;
• Share capital of the Company;
• The directors, whose names are set out on here, collectively and individually accept full responsibility for the accuracy of the information contained in this Special Resolution Number 1 and certify that, to the best of their knowledge and belief, 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;
• 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 VenFin's financial position over the last 12 months.

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 to attend, speak and vote in their stead. The person so appointed need not be a member of the Company. Proxy forms must be forwarded to reach the Company’s transfer secretaries by Monday, 25 October 2004, 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 and have registered such shares in their own names.

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 of the Company shall have one vote for every ordinary share and ten votes for every B share held in the Company by such member.

Members who have dematerialised their shares, other than those members who have dematerialised their shares with “own name” registration, should contact their CSDP or broker in the manner and time stipulated in their agreement:

• to furnish them with their voting instructions; and
• 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
7 September 2004