1.

   Adoption of annual financial statements

To consider and adopt the audited annual financial statements of the Company and the Group for the year ended 30 June 2009 including the reports of the directors and auditors.

2.

Re-election of directors by way of separate resolutions

To re-elect the undermentioned directors who retire in terms of the Companys Articles of Association and who, being eligible, offer themselves for re-election:

• MComm
• CA(SA)

• FirstRand Bank Holdings Limited – chairman
• FirstRand Short Term Insurance Limited – chairman
• Momentum Group Limited – chairman
• RMB Asset Management (Pty) Limited

• AMP (Harvard)
• FIBSA Directorships FirstRand Group
• FirstRand Bank Holdings Limited
• FirstRand Short Term Insurance Limited
• Makalani Holdings Limited – chairman

• CA(SA)

• FirstRand Bank Holdings Limited

• Dip Law (UCT)

• FirstRand Bank Holdings Limited
• Makalani Holdings Limited
• Momentum Group Limited
• Momentum Healthcare (Pty) Limited – chairman
• RMB Asset Management (Pty) Limited – chairman
• Strategic Real Estate Management (Pty) Limited – chairman (managers of the EMIRA Property Fund)

3.

Election of directors by way of separate resolutions

• BCom (Hons)
• CA(SA)

• FirstRand Bank Holdings Limited
• Momentum Group Limited
• FirstRand Investment Holdings (Pty) Limited

• BA Economics (Hons)

• FirstRand India Advisory board – chairman

• DCom (Economics)
• DCompt (Accounting Science)
• CA(SA)
• CFA

• FirstRand Bank Holdings Limited

• BCom (Hons)
• CA(SA)

• FirstRand Bank Holdings Limited

4.

Ordinary resolution number 1

Non executive directors fees for the year to 30 June 2010

“Resolved that the fees of the non executive directors, as reflected below, be approved for the year to
30 June 2010.”

Non executive directors who are based overseas (USA, UK and India) receive fees at twice the rate applicable to South African based directors.

During the year ended 30 June 2009, the non executive directors, including the chairman, waived the increases that had been approved at the 2008 annual general meeting.

The fees proposed above represent an 8% increase on those paid in respect of the financial year ended 30 June 2008. The fee proposed for the chairman represents an increase of 23% and is part of a multi-year strategy to bring the chairmans fee into line with those of his comparable peers at the other major banks in South Africa.

5.

Ordinary resolution number 2

Re-appointment of auditors

“Resolved that, as recommended by the Audit committee, PricewaterhouseCoopers Inc be re-appointed as auditors of the Company until the next annual general meeting and that Mr Fulvio Tonelli be appointed as the individual registered auditor who undertakes the audit for the Company for the year to 30 June 2010.”

6.

Ordinary resolution number 3

Auditors remuneration

“Resolved that, as recommended by the Audit committee, the directors fix the auditors remuneration for the year to 30 June 2010.”

7.

Ordinary resolution number 4

Placing of the unissued ordinary shares under the control of the directors

“Resolved that the authorised but unissued shares in the capital of the Company be and are hereby placed under the control and authority of the directors of the Company and that the directors of the Company be and are hereby authorised and empowered to allot, issue and otherwise dispose of such shares to such person or persons on such terms and conditions and at such times as the directors of the Company may from time to time and in their discretion deem fit, subject to the provisions of the Companies Act (Act 61 of 1973) as amended (“the Companies Act”), the Articles of Association of the Company (“the Articles of Association”) and the Listings Requirements of the JSE Limited (“JSE Listings Requirements”), when applicable.” Shareholders are asked to note that at 14 September 2009, the unissued ordinary share capital of the Company represented approximately 6% of the authorised share capital.

8.

Ordinary resolution number 5

General issue of ordinary shares for cash

“Resolved that the Board of directors of the Company be and is hereby authorised, by way of a renewable general authority, to issue all or any of the authorised but unissued ordinary shares in the capital of the Company for cash as and when they in their discretion deem fit, subject to the Companies Act, the Articles of Association and the JSE Listings Requirements, when applicable, and the following limitations, namely that:

• this authority shall be valid until the Companys next annual general meeting or for 15 months from the date of this resolution, whichever period is shorter;
  
• the ordinary shares must be issued to public shareholders as defined by the JSE Listings Requirements and the Namibian Stock Exchange Listings Requirements and not related parties;
• the equity securities 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;
• securities which are the subject of the general issue of shares for cash:
  
  • in the aggregate in any one financial year may not exceed 5% of the Companys relevant number of equity securities in issue of that class (for purposes of determining the securities comprising the 5% number in any one year, account must be taken of the dilution effect, in the year of issue of options/ - convertible securities, by including the number of any equity securities which may be issued in future arising out of the issue of such options/convertible securities);
  • of a particular class, will be aggregated with any securities that are compulsorily convertible into securities of that class, and, in the case of the issue of compulsorily convertible securities, aggregated with the securities of that class into which they are compulsorily convertible;
  • as regards the number of securities which may be issued (the 5% number), shall be based on the number of securities of that class in issue added to those that may be issued in future (arising from the conversion of options/convertible securities), at the date of such application:
• less any securities of the class issued, or to be issued in future arising from options/convertible securities issued, during the current financial year;
• plus any securities of that class to be issued pursuant to:
  
  * a rights issue which has been announced, is irrevocable and is fully underwritten; or
  
  * acquisition (which has had final terms announced) may be included as though they were securities
     in issue at the date of application;
• the maximum discount at which the ordinary shares may be issued is 10% of the weighted average traded price of the Companys 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 the party subscribing for the securities; and
• a paid press announcement giving full details, including the impact on net asset value and earning per share, will be published at the time of any issue representing, on a cumulative basis within one financial year, 5% or more of the number of ordinary shares in issue prior to that issue, in terms of the JSE 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.

9.

Ordinary resolution number 6

General issue of preference shares for cash

“Resolved that the Board of directors of the Company be and is hereby authorised, by way of a renewable general authority, to issue all or any of the authorised but unissued “B” variable rate, non cumulative, non redeemable preference shares in the capital of the Company for cash as and when they in their discretion deem fit, subject to the Companies Act, the Articles of Association and the JSE Listings Requirements, when applicable, and the following limitations, namely that:

• this authority shall be valid until the Companys next annual general meeting or for 15 months from the date of this resolution, whichever period is shorter; and
• paid press announcement giving full details, including the impact on net asset value and earning per share, will be published at the time of any issue representing, on a cumulative basis within one financial year, 5% or more of the number of ordinary shares in issue prior to that issue, in terms of the JSE 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.

10.

Ordinary resolution number 7

Adoption of the FirstRand Limited Conditional Share Plan 2009

“Resolved that the FirstRand Conditional Share Plan 2009 (“CSP”), be and is hereby approved and adopted and that the directors of the Company be and are hereby authorised to do all such things as are necessary to implement and/or facilitate the operation of the aforementioned CSP.”

The details of the CSP are incorporated in separate CSP rules which have been available for inspection at the Companys registered office for fourteen (14) days prior to the annual general meeting.

The salient features of the CSP are as follows :

In line with global best practice and emerging South African practice, the Company intends to adopt a new share incentive plan, namely a CSP. The CSP is in line with practices in the UK and with several recently adopted schemes for large JSE listed or dual listed companies.

The CSP will include participation by executive directors and selected employees of the Group. The purpose of the CSP is to recognise contributions made by selected employees and to provide for an incentive for their continuing relationship with the Group, by providing them with the opportunity of receiving shares in the Company. The CSP also supports the principle of alignment of employee and shareholder interests with performance conditions governing the vesting of shares and potential ownership of shares.

The conditional award comprises a number of full free shares that vest conditionally over a period of at least three years. The number of shares that vest is determined by the extent to which the performance conditions are met. Conditional awards will be made annually and vesting will be subject to specified financial and non financial performance conditions. The performance conditions will be stated in the award letter and will be set by the Remuneration committee on an annual basis.

The intent of the CSP is that the cost to shareholders of the annual awards will be of a similar value to the existing FirstRand Share Appreciation Rights Scheme.

The modus operandi of the CSP will be to purchase shares in the market to settle the benefits and existing shareholders will therefore not be diluted. The number of shares allocated in terms of all share plans operated by the Company, including the new CSP, may not exceed 563 794 168 shares (equating to approximately 10%) of the current issued ordinary share capital of the Company.

Shareholders are asked to note that the CSP is not a Schedule 14 scheme as contemplated in the JSE Listings Requirements (and is accordingly not subject to JSE regulations).

11.

Special resolution number 1

General repurchase of Company shares

“Resolved that in terms of the Articles of Association, the Companys directors be and are hereby authorised, by way of a general authority, to repurchase issued shares in the Company or to permit a subsidiary of the Company to purchase shares in the Company, as and when deemed appropriate, subject to the following limitations, namely that:

• this authority shall be valid until the Companys next annual general meeting, provided that it shall not extend beyond fifteen (15) months from the date of passing of this special resolution;

• any such repurchase be effected through the order book operated by the JSE trading system and done without any prior understanding or arrangement between the Company and the counterparty (reported trades are prohibited);

• a paid press release giving such details as may be required in terms of the JSE Listings Requirements be published when the Company or its subsidiaries have cumulatively repurchased in aggregate 3% of the initial number of the relevant class of shares, and for each 3% in aggregate of the initial number of that class acquired thereafter;

• a general repurchase may not in the aggregate in any one financial year exceed 10% of the number of shares in the Companys issued share capital as at the beginning of the financial year provided that a subsidiary of the Company may not hold at any one time more than 10% of the number of issued shares of the Company;

• no repurchases will be effected during a prohibited period as defined in the JSE Listings Requirements unless the Company has 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;
• at any point in time, the Company may only appoint one agent to effect repurchases on the Companys behalf;
• the Company may only undertake a repurchase of securities if, after such repurchase, the shareholder spread requirements of the Company comply with the JSE Listings Requirements;
• in determining the price at which shares may be repurchased in terms of this authority, the maximum premium permitted is 10% above the weighted average traded price of the shares as determined over the five (5) business days prior to the date of repurchase;
• the sponsor to the Company provides a letter to the JSE on the adequacy of working capital in terms of section 2.12 of the JSE Listings Requirements prior to any repurchases being implemented on the open market of the JSE; and
• such repurchase shall be subject to the Companies Act and the applicable provisions of the JSE Listings Requirements.”

The Board of directors of the Company (“the Board”) has no immediate intention to use this authority to repurchase Company shares. However, the Board is of the opinion that this authority should be in place should it become appropriate to undertake a share repurchase in the future.

Having considered the effect in the event that the maxi - mum allowed repurchase is effected, the directors are of the opinion that:

• 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 repurchase;
• the assets of the Company and the Group will be in excess of the liabilities of the Company and the Group for a period of 12 months after the date of the repurchase. The assets and liabilities have been recognised and measured for this purpose in accordance with the accounting policies used in the latest audited annual Group financial statements;
• the Companys and the Groups ordinary share capital and reserves will be sufficient for ordinary business purposes for a period of 12 months after the date of the repurchase; and
• the Company and the Group will have sufficient working capital for ordinary business purposes for a period of 12 months after the date of the repurchase; and

Reason for and effect of special resolution number 1
The reason for special resolution number 1 is to grant the Companys directors a general authority, up to and including the date of the following annual general meeting of the Company, to approve the Companys purchase of shares in itself, or to permit a subsidiary of the Company to purchase shares in the Company. The effect of special resolution number 1 is to grant a general authority to the Companys directors accordingly.

For purposes of considering the special resolution and in compliance with Rule 11.26 of the JSE Listings Requirements, the information listed below has been included in the annual report to shareholders for the year ended 30 June 2009 at the places indicated:

• Directors and management;
• Major shareholders;
• For material changes refer here;
• Directors interest in securities;
• Share capital of the Company – refer note 34 of the Group annual report;
• The directors, whose names are set out on page 399 of this report, collectively and individually accept full responsibility for the accuracy of the information contained in this special resolution 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 enquiries in this regard; and that this resolution contains all information required by the JSE Listings Requirements; and
• Litigation – save as reported in note 37 to the financial statements of the FirstRand Group, in terms of section 11.26 of the Listings Requirements of the JSE, the directors, whose names are given here of the annual report of which this notice forms part, are not aware of any legal or arbitration proceedings (including any such proceedings that are pending or threatened, that may have or have had in the previous 12 months, a material effect on the Groups financial position).

Other than the facts and developments reported on in the annual report, there have been no material changes in the financial position of the Company and its subsidiaries since the date of signature of the audit report and the date of this notice.

12.

Special resolution number 2

Amendments to the Memorandum of Association

“Resolved that the Memorandum of Association of the Company be and is hereby amended, with effect from 1 July 2010, by replacing the current paragraphs 2, 3, 4, 5 and 6 with the following new paragraphs.

1.

Purpose describing the main business
The main business which the Company is to carry on is that of an investment holding company in the financial services sector and other related sectors, and to carry on the business of a bank controlling company in terms of the Banks Act, No. 94 of 1990, and the regulations thereto, as amended from time to time (“the Banks Act”).

2.

Main object
The main object of the Company is to carry on the business of an investment holding company in the financial services sector and other related sectors, and to carry on the business of a bank controlling company in terms of the Banks Act.

3.

Ancillary objects excluded
None of the specific ancillary objects referred to in Section 33(1) of the Companies Act (No 61 of 1973) (“the Companies Act”) are excluded from the unlimited ancillary objects of the Company, save to the extent to which they are inconsistent with the Banks Act.

4.
(a)

Powers
None of the specific powers or part of any powers of the Company are excluded from the plenary powers or powers set out in Schedule 2 of the Companies Act, save to the extent to which they are excluded in terms of the Banks Act.

(b)

None of the specific powers or part of any specific powers of the Company set out in Schedule 2 to the Companies Act are qualified under Section 34 of the Companies Act, save to the extent to which they are qualified in terms of the Banks Act.

5.

Conditions
The special conditions which apply to the Company and the requirements additional to those prescribed in the Companies Act for their alteration are the following:

Those conditions imposed in terms of the Banks Act, and then only for so long as and to the extent that the Banks Act is applicable to the Company, including but without limiting the generality of the aforegoing:

(i)

the Company may not acquire or establish either within or outside the Republic, any subsidiaries, joint ventures, branch offices, divisions, trusts or other financial or business undertakings, other interests and represen - tative offices of banks or controlling companies other than subject to the provisions of the Banks Act;

(ii)

the Company shall not acquire or hold shares in long term or short term insurance companies as defined in the Long Term Insurance Act No. 52 of 1998 and the Short Term Insurance Act No. 53 of 1998 respectively, other than in accordance with the limitations and provisions of the Banks Act; and

(iii)

the Company may not do anything which would contra - vene any provision of the Banks Act which applies to the Company and the Company shall comply at all times with any restrictions imposed on it in terms of the permitted investments, advances and business practices applicable to the Company in terms of the Banks Act.”

Reason for and effect of special resolution number 2
The reason for special resolution number 2 is to amend the Companys Memorandum of Association, with effect from 1 July 2010, to enable it to apply to be registered as a controlling company in respect of a bank in terms of the Banks Act. The effect of special resolution number 2 is to amend the Memorandum of Association of the Company accordingly.

13.

Special resolution number 3

Amendments to the Articles of Association

“Resolved that the Articles of Association of the Company be and are hereby amended, with effect from 1 July 2010, as follows:

1.

Article 1 be amended by inserting the following new definitions, with their meanings opposite them:

2.

Article 4 be amended by inserting the following new article 4A:

“4A

The Company is a controlling company in respect of a bank as defined in terms of the Banks Act.

4A.1

These articles and all of its contents shall apply subject to and be interpreted in conjunction with, any applicable provision in the Banks Act, or any regulations, notices or instructions issued in terms of the Banks Act which have the power of statute, or any lawful directive, circular or guidance note issued by the Registrar of Banks which is binding on the Company in law and to which the Company is subject (each an “Applicable Provision” for purposes of this Article 4A).

4A.2

To the extent that any provision or part of any provision in these articles irreconcilably conflicts with any peremptory Applicable Provision, such Applicable Provision shall prevail.”

3.

Article 5.1 be amended by inserting the words “Subject to the provisions of the Banks Act,” (and replacing the upper case “A” with a lower case “a”) at the beginning of this paragraph.

4.

Article 5.2 be amended by inserting the words “Subject to any limitation imposed by the Banks Act,” (and replacing the upper case “T” with a lower case “t”) at the beginning of this paragraph.

Article 5 be amended by inserting the following new Article 5.4:

“5.4

Notwithstanding any contrary provision contained in these articles, the Company may not do anything, conduct any branch or conduct any kind of business, other than subject to the limitations and provisions of the Banks Act, for so long as the Banks Act is applicable to the Company.”

6.

Article 40 be amended by inserting the words “and the Banks Act,” after the words “imposed by the Act” in the first sentence of this paragraph.

7.

Article 71 be amended by inserting the following new Article 71.3:

“71.3

The powers of directors set out in these articles shall be subject to the applicable limitations and provisions of the Banks Act.”

8.

Article 86 be amended by inserting the following sentence at the end of this paragraph:

Notwithstanding any contrary provision contained in these articles, the appointment of directors shall be subject to the provisions of the Banks Act.”

9.

Article 90 be amended by inserting the words “Subject to the provisions of the Banks Act, and” (and replacing the upper case “W” with a lower case “w”) at the beginning of this paragraph.

10.

Article 127 be amended by inserting the words “and the Banks Act” at the end of this paragraph.”

Reason for and effect of special resolution number 3
The reason for special resolution number 3 is to amend the Companys Articles of Association, with effect from 1 July 2010, to enable it to apply to be registered as a controlling company in respect of a bank in terms of the Banks Act. The effect of special resolution number 3 is to amend the Articles of Association of the Company accordingly.

14.

Special resolution number 4

Special resolutions affecting the rights attaching to the “B” and “B1” preference shares

Noted that as special resolution number 4 affects the rights attaching to the “B” preference shares and the “B” preference shares which were designated by the Company and listed on the JSE Limited as “B1” preference shares (“the “B1” preference shares”), the holders of the “B” preference shares and the “B1” preference shares are entitled to vote on this special resolution. A separate proxy form has been provided for the holders of the “B” preference shares and the holders of the “B1” preference shares.

Further noted that as special resolution number 4 amounts to a modification, alteration or variation of the terms of the “B” preference shares and the “B1” preference shares, that modification, alteration or variation will need to be effected with the prior written consent of the Company and the sanction of resolutions of the holders of each of the “B” preference shares and the “B1” preference shares, passed at separate general meetings of each of those holders (in accordance with the provisions of Article 8.3.13.1 of the Articles of Association of the Company). The separate general meeting of the holders of the “B” preference shares will be held in the Auditorium, WesBank Offices, Enterprise Road, Fairland on Wednesday 25 November 2009 at 09:30 or as soon thereafter as this annual general meeting shall have been concluded and the separate general meeting of the holders of the “B1” preference shares will be held in the Auditorium, WesBank Offices, Enterprise Road, Fairland on Wednesday 25 November 2009 at 09:45 or as soon thereafter as the separate general meeting of the holders of the “B” preference shares shall have been concluded.

Amendments to the Articles of Association

“Resolved that, subject to the passing of the resolutions to be proposed at the separate general meetings of the holders of each of the “B” preference shares and “B” preference shares which were designated by the Company and listed on the JSE Limited as “B1” preference shares to be held after this annual general meeting, the Articles of Association of the Company be and are hereby amended as follows:

1.

Article 8.3.1 be amended by deleting the existing Article 8.3.1 in its entirety and inserting the following new Article 8.3.1 in place thereof:

“8.3.1

The “B” preference shares shall confer on the holders thereof the right, on a winding-up of the Company, to the repayment, out of the surplus assets of the Company, of the nominal capital paid up thereon and a premium (calculated by dividing the total premium paid up in respect of all of the “B” preference shares then in issue by the total number of “B” preference shares then in issue), together with the payment of all arrear dividends (being dividends that have been declared but not paid) calculated to the date of repayment of capital, in priority to the ordinary shares of the Company and any other class of shares of the Company not ranking in priority to or pari passu with the “B” preference shares, but shall have no further right to participate in the profits or assets of the Company.”

2.

Article 8.3.3 be amended by deleting the existing Article 8.3.3 in its entirety and inserting the following new Article 8.3.3 in place thereof:

“8.3.3

In respect of each issue of “B” preference shares, the “B” preference shares shall have the special rights and privileges as set out in this Article 8.3 and shall constitute the same class of preference share (and all existing “B” preference shares and “B” preference shares which were designated by the Company and listed on the JSE Limited as “B1” preference shares, in issue, shall henceforth constitute the same class of preference share).

3.

Article 8.3.6 be amended by deleting the existing Article 8.3.6 in its entirety and inserting the following new Article 8.3.6 in place thereof:

“8.3.6

Save for the first “B” preference dividend, the “B” preference dividend shall, if declared, be due and payable six monthly in arrear, on the last Monday in February and the last Monday in August of each year or such other dates in each year, being approximately six months apart, as may be determined by the directors in their sole discretion, in respect of each allotment and issue of the “B” preference shares, provided that if any such date is not a business day then it shall be the immediately succeeding date which is a business day and provided further that if any such date is not permissible in terms of the requirements of any stock exchange on which the “B” preference shares may be listed at any time then it shall be the nearest date which is so permissible (“the dividend dates”), to “B” preference shareholders registered on the business day immediately preceding each dividend date (a “business day” being any day other than a Saturday, Sunday or proclaimed public holiday). The first “B” preference dividend, if declared, shall be in respect of the initial period from the issue date to the immediately following dividend date (both days inclusive), and thereafter in respect of each period preceding a dividend date (including the first day and the last day of such period). The “B” preference dividends shall, if declared, be paid on each dividend date.”

4.

Article 8.3.7 be amended by deleting the existing Article 8.3.7 in its entirety and inserting the following new Article 8.3.7 in place thereof:

“8.3.7

The “B” preference dividend for each of the “B” preference shares shall, subject to Article 8.3.9, be calculated in arrear in accordance with the following formula:

A = B x C x D x E
           365
Where:
A = the “B” preference dividend per “B” preference share;

B = 68% (sixty eight percent);

C = the average prevailing interest rate (percent, per annum compounded monthly) from time to time published by FirstRand Bank Limited as being its minimum overdraft rate (as certified by any manager of FirstRand Bank Limited whose appointment and designation need not be proved) (“the prime rate”) expressed as a percentage over the number of days of the relevant period for which the dividend is payable but ignoring, for purposes of this calculation, any change in the prime rate between the date on which a dividend is declared and the dividend date (being the date on which it is due and payable);

D = the number of days of the relevant period for which the “B” preference dividend is payable;

E = R100 (one hundred Rand), being the deemed issue price of each of the “B” preference shares.”

Reason for and effect of special resolution number 4
The reason for special resolution number 4 is to amend the Articles of Association of the Company (by amending the rights and privileges attaching to the “B” preference shares in the capital of the Company, as set out in Article 8.3 of the Articles of Association of the Company). The rights and privileges attaching to the “B” preference shares are amended in the following respects:

• As the Company has issued and may issue further “B” preference shares at different issue prices, Article 8.3.1 now provides that, in the event of a winding-up of the Company, each “B” preference shareholder shall receive out of the surplus assets of the Company inter aliaan amount equal to the nominal capital paid up on such “B” preference shares and a premium (calculated by dividing the total premium paid up in respect of all of the “B” preference shares then in issue by the total number of “B” preference shares then in issue).
  
  Prior to this amendment, on a winding-up of the Company the “B” preference shares which were desig - nated by the Company and listed on the JSE Limited as “B1” preference shares (“the “B1” preference shares”) conferred the right to receive out of the surplus assets of the Company a return of share premium in an amount which differed from that which would have been received by “B” preference shareholders, as the “B” preference shares and the “B1” preference shares were issued at different share premiums.
  

• As all of the “B” preference shares will effectively have the same rights and privileges, Article 8.3.3 now provides that each issue of “B” preference shares shall constitute the same class of preference share (and that all existing “B” preference shares and “B1” preference shares in issue shall henceforth constitute the same class of preference share).
• Article 8.3.6 now provides that the “B” preference dividends shall, if declared, be due and payable on the last Monday in February and the last Monday in August of each year provided, however, that if this dividend date is not permissible in terms of the requirements of any stock exchange on which the “B” preference shares may be listed at any time, then it shall be the nearest date which is so permissible.
• Article 8.3.7 now provides that the rate payable in respect of the “B” preference shares shall be 68% of the prime rate which shall be calculated on a deemed issue price of R100, notwithstanding the actual issue price of any “B” preference share. Consequently, notwithstanding the actual issue price at which any “B” preference share may be issued at any time, each and every “B” preference shareholder will receive the same “B” preference dividend.

The effect of special resolution number 4 is to amend the Articles of Association of the Company accordingly.

As a consequence of the aforesaid amendments, the Company will re-designate the “B1” preference shares as “B” preference shares.

Shareholders have been advised that Secondary Tax on Companies is in the process of being replaced by a “dividend tax”. In this regard, shareholders are directed to the SENS announcement published by the Company on 27 February 2007 and reminded that, should the Company wish to compensate the holders of the “B” preference shares for the dividend tax this would require further amendment of the Articles of Association of the Company and therefore the approval of the holders of the ordinary shares and the “B” preference shares.

Shareholders are further advised that the Company has obtained a Binding Class Ruling from South African Revenue Services, dated 15 July 2009, in respect of the proposed re-designation of the “B1” preference shares as “B” preference shares, which states that such redesignation will not be a capital gains tax event for the holders of the “B1” preference shares on the basis that the variation of rights does not constitute a “disposal” as defined in paragraph 1 of the Eighth Schedule to the Income Tax Act. A copy of this ruling will be provided to shareholders, on request.

By order of the Board of directors

AH Arnott
BCom, CA(SA)
Company secretary
14 September 2009