Explanatory notes to the notice to shareholders

ORDINARY RESOLUTIONS

Ordinary Resolution Number 1

Approval of annual financial statements

In terms of the Companies Act (Act 61 of 1973), as amended (“the Act”), the directors are obliged to present the annual financial statements and group annual financial statements to the members at the annual general meeting for consideration.

Ordinary Resolution Number 2

Approval 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. Biographical details of all directors of the Company are set out on the Directors page.

Ordinary Resolution Number 7

Authority to place shares under control of the directors

In terms of the 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 the forthcoming annual general meeting, unless renewed. Shareholders are reminded that 26 000 000 ordinary shares and 5 000 000 B ordinary shares in the authorised share capital of the Company are reserved solely for the VenFin Share Scheme, in terms of a shareholders’ resolution passed on 21 September 2000.

SPECIAL RESOLUTION

Special Resolution Number 1

Authority to repurchase shares

The annual renewal of this authority is required in terms of the Act and the Listings Requirements of the JSE Limited. The existing authority to the directors is due to expire at the forthcoming annual general meeting, unless renewed.