Name: SEA Mngomezulu – Simangele (54)
Designation: Non-executive director
Academic qualifications: diploma in public relations, diploma in community development, certificate in executive preparation programme
Experience: Simangele Mngomezulu worked at Anglo American Corporation of SA as an assistant information retrieval officer for 15 years. She is the owner of Thandelike Investments & NESA Mining, chairperson of Black Economic Empowerment Cleaning Association (BEECA), CEO of South African Women in Mining Association (SAWIMA), member of the advisory board for the Minister for Minerals and Energy, member of the mining industry tripartite HIV and Aids committee.

Name: J van Rooyen – Jeff (59)
Designation: Non-executive director
Academic qualifications: BCom, BCompt (Hons), CA(SA)
Experience: In February 1984 Jeff van Rooyen started his own auditing practice, J van Rooyen & Co, to address the financial services needs of the black community in general and black business in particular. Due to the rapid growth of the practice, a joint venture was established with Deloitte & Touche in 1988. In April 1995 he was seconded by Deloitte & Touche as special adviser to the Minister of Public Enterprises. In 2000 Jeff was appointed as chief executive officer of the Financial Services Board and to his current position as chief executive and founding member of Uranus Investment Holdings (Pty) Limited.

Name: VZ Mntambo – Zwelibanzi (51)
Designation: Non-executive director
Academic qualifications: BJuris, LLB, LLM
Experience: Zwelibanzi is executive chairman of ASG Business Solutions. He was previously senior lecturer at the University of Natal; executive director of IMSSA; director-general of Gauteng province and non-executive chairman of the Commission for Conciliation, Mediation and Arbitration. He has extensive experience in business strategy, performance management, labour mediation and arbitration.

Name: NL Sowazi – Nkunku (45)
Designation: Non-executive director
Academic qualifications: BA, MA (UCLA)
Experience: Nkululeko is founding executive of the Tiso Group, a BEE investment holding company with interests in natural resources, infrastructure and industrial services. Nkululeko was previously executive deputy chairman of JSE listed banking group, African Bank Investments Limited (ABIL) and managing director of the Mortgage Indemnity Fund (Pty) Limited. He is chairman of Idwala Industrial Holdings, the Home Loan Guarantee Company, the Financial Markets Trust, and serves on the boards of Aveng Limited, Alstom South Africa, Trident Steel, EMIRA property fund and African Explosives Limited.

Name: D Zihlangu – Rain (42)
Designation: Non-executive director
Academic qualifications: BSc (Min Eng) (Wits); MDP (SBL,
Unisa); MBA (WBS, Wits)
Experience: Dalikhaya is the chief executive officer of Eyabantu Capital Consortium. Between 1989 and 1994 he was a stoper/ developer and shift boss at Vaal Reefs Gold Mining Company. From 1995 until 2002, he was a shift boss, mine overseer, operations manager and mine manager at Impala Platinum Limited. Dalikhaya was the chief executive officer of Alexkor Limited from 2002 until 2005.

EXPLANATORY NOTES TO RESOLUTIONS FOR CONSIDERATION AT THE ANNUAL GENERAL MEETING

Ordinary business

Resolution 1: Approval of financial statements
The directors must present to shareholders at the annual general meeting the annual financial statements incorporating the directors’ report and the report of the auditors, for the period ended 31 December 2008. These are contained within the annual report.

Resolution 2: Re-appointment of independent auditors
The reason for proposing ordinary resolution number 2 is to confirm the re-appointment of Deloitte & Touche as external auditors of the company and Mr BW Smith as the designated partner. Deloitte & Touche was appointed as the company’s statutory auditors since 16 February 2004.

Resolution 3: Auditors’ fees
It is usual for this matter to be left to the directors, as they will be conversant with the amount of work that was involved in the audit. The chairman will therefore move a resolution to this effect authorising the directors to attend to this matter.

Resolution 4 and 5: Re-election of directors
Under the articles of association, one third of the directors are required to retire at each annual general meeting and may offer themselves for re-election. In addition, any person appointed to fill a casual vacancy on the board of directors, or as an addition thereto, is similarly required to retire and is eligible for re-election at the next annual general meeting. Biographical details of the directors, who are offering themselves for re-election, appear here.

Resolution 6: Remuneration of non-executive directors
The company in general meeting as per the articles of association shall from time to time determine the remuneration of directors, subject to shareholders’ approval.

Resolution 7 and 8: Directors’ control of unissued ordinary shares
The existing authorities relating to resolutions 7 and 8 are due to expire at the forthcoming annual general meeting. The directors consider it advantageous to renew these authorities to enable the company to take advantage of future business opportunities.

Special business

Special resolution 1: General authority to permit the repurchase of shares
The reason for the special resolution is to grant the directors of the company a general authority for the acquisition of the company’s shares by the company, or by a wholly owned subsidiary of the company.

The effect of the special resolution, once registered, will be to permit the company or any of its subsidiaries to repurchase such securities subject to the limitations applicable. This authority will only be used if circumstances are appropriate.