Absa

Absa Group Limited

Absa Capital

Division of Absa Group Limited

Absa options

The options held by Batho Bonke to acquire 73 152 300 Absa ordinary shares at a maximum strike price of R69 per Absa ordinary share.

Aggregate of shareholder funds aggregate of all issued share capital plus all share premium plus capital reserves plus any subordinated shareholder’s loans less Mvelaphanda Group intangibles and goodwill

Avusa

Avusa Limited

Batho Bonke

Batho Bonke Capital (Proprietary) Limited

BBBEE

Broad-based black economic empowerment

BEE

Black economic empowerment

BEE Codes

The codes of Good Practice on Black Economic Empowerment, issued under section 9(1) of the Broad-based Black Economic Empowerment Act, as amended

BEE options

The options attached to the BEE shares allowing each redeemable option-holding shareholder to subscribe for one Mvelaphanda Group ordinary share at a minimum subscription price of R17,50

BEE shares

The redeemable option-holding shares with a par value of 0,1 cent each in the share capital of Mvelaphanda Group which were issued on 19 June 2007

Covenanted ratios

Means the Group Leverage Ratio, the Group debt service cover ratio, the operations leverage ratio, the market capitalisation of Mvelaphanda, the security value cover ratio, the market capitalisation ratio, the Mvelaphanda Group gearing ratio, the unrestricted assets cover ratio and the aggregate of all shareholders’ funds

Debt covenants

Means covenanted ratios

Depfin

Depfin Investments (Proprietary) Limited, a subsidiary of Nedbank Capital

Effective interest method

The effective interest method is a method of calculating the amortised cost of a financial asset/ liability and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts/payments (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial asset/liability, or, where appropriate, a shorter period

ElementOne

ElementOne Limited (holding company of Avusa)

GDP

Gross domestic product

Group debt service

Means, in respect of each 12 consecutive months, the consolidated aggregate of all interest, capital repayments, preference dividends, redemption amounts and secured deposits paid or which become due and payable during that 12-month period by the Mvelaphanda Group on any indebtedness of the Mvelaphanda Group (excluding any payments made in respect of the ringfenced exposure, but including redemption amounts paid or which become due and payable and all amounts required to be deposited into the redemption reserve account during such 12-month period as reflected in, and/or ascertained from, the most recent consolidated audited financial statements of the Mvelaphanda Group for that period or, to the extent that such financial statements are not available, the most recent consolidated unaudited management accounts of the Mvelaphanda Group for that period, as determined in accordance with IFRS)

Group EBIT

Means, in respect of each of 12 consecutive months, the consolidated net operating income of the Mvelaphanda Group (as reflected in the income statement) for that period before the deduction or addition, as the case may be, of the following items (also as reflected in the income statement) for that period:

• Net interest per the income statement.
• Tax charged (excluding deferred tax) per the income statement.
• Extraordinary items.

In addition, after deduction of depreciation in respect of fixed assets and buildings of the Mvelaphanda Group for that period and after deduction of amortisation in respect of the intangible assets of the Mvelaphanda Group for that period, as reflected in, and/or ascertained from, the most recent consolidated audited financial statements of the Mvelaphanda Group for that period or, to the extent that such financial statements are not available, the most recent consolidated, unaudited management accounts of the Mvelaphanda Group for that period, as determined in accordance with IFRS

Group EBITDA

Means, in respect of each period of 12 consecutive months, Group EBIT (excluding any EBIT attributable to any entity that has on account of any ringfenced exposure and any fair value adjustments made in respect of any of the unrestricted assets) for that period plus the consolidated depreciation in respect of fixed assets and buildings of the consolidated Mvelaphanda Group for that period plus the consolidated amortisation in respect of intangible assets of the Mvelaphanda Group, as reflected in, and/or ascertained from, the most recent consolidated audited financial statements of the Mvelaphanda Group for that period or, to the extent that such financial statements are not available, the most recent consolidated unaudited management accounts of the Mvelaphanda Group for that period, as determined in accordance with IFRS

Group free cash flow

Means, in respect of each period of 12 consecutive months, Group EBITDA (after servicing the ringfenced exposure):

• plus or minus movement in net working capital of the Mvelaphanda Group;
• less all Mvelaphanda Group net capital expenditure;
• less taxes paid (excluding any deferred taxes) as per the income statement;
• plus all proceeds arising from the disposal of any asset, business, share and/or investment; and
• plus or minus any non-cash items that are included (and accordingly have decreased or increased,respectively) in the Group EBITDA such as provisions, unrealised foreign currency gains and losses, undistributed profits of associates and non-controlling interest, for the avoidance of doubt, the parties record that Group cash flow, for the purpose hereof, excludes any Group debt service

Group Five

Group Five Limited

Group indebtedness

Means the consolidated indebtedness of the Mvelaphanda Group (excluding any ringfenced exposure), (less any balance standing to the credit of the redemption reserve account) as at that date, all as determined in accordance with IFRS

HDSA

Historically disadvantaged South Africans

IDC

Industrial Development Corporation of South Africa Limited

IFRS

International Financial Reporting Standards

Indebtedness

Means any indebtedness of any nature whatsoever, which shall include any obligation (whether incurred as principal or surety) for the payment or repayment of money, whether present or future, actual or a contingent liability, secured or unsecured, and whether incurred as principal, surety, guarantor or otherwise, including in respect of:

• moneys borrowed, to the extent that such moneys have not been repaid, but excluding moneys borrowed which are compulsorily convertible into equity;
• any amount raised by acceptance under any acceptance credit facility (to the extent that such amount has not been repaid), excluding amount raised by acceptance which is compulsorily convertible into equity;
• any guarantee, indemnity or similar assurance against financial loss of any person or entity, but excluding performance or similar guarantees of a non-financial nature provided they are/were given in the ordinary course of the entity’s day-to-day business (which, for the avoidance of doubt, does not include the business of an investment holding company);
• the amount of any liability in respect of any finance lease or hire purchase contract (to the extent that any such amounts have not been repaid);
• receivables sold or discounted (other than receivables to the extent that they are sold on a non-recourse basis);
• the amount of any liability in respect of any purchase price or assets or services the payment of which is deferred where the deferral of such price is either:
  – used primarily as a method of raising credit; or
  – not made in the ordinary course of the applicable entity’s day-to-day business;
• any agreement or option to reacquire any asset if one of the primary reasons for entering into such agreement or option is to raise finance;
• any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;
• any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction ,only the mark-to-market value shall be taken into account which, for the avoidance of doubt, may be an addition to or subtraction from the amount of indebtedness);
• any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the mark-to-market value shall be taken into account which, for the avoidance of doubt, may be an addition to or subtraction from the amount of indebtedness);
• any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and
• any amount raised by, or amount owing pursuant to, the issue of redeemable preference shares to the extent not redeemed (but excluding the preference shares compulsorily convertible into equity), provided that for the purpose of calculating any of the covenanted ratios, indebtedness shall specifically exclude the Company’s exposure under and in terms of the Bridge Loan Facility Agreement

Intrinsic net asset value

A measure of the value of the investment based on its assets less its liabilities

“In the money”

Average market price of the ordinary shares during the period exceeds the exercise/strike price of the options

Investment companies

Special-purpose vehicles holding directly or indirectly interest in the Group’s strategic investments

JIBAR

Johannesburg Interbank Agreed Rate

JSE

JSE Limited

JSE AltX

JSE Alternative stock exchange

Life Healthcare Life

Healthcare Group Holdings (Proprietary) Limited

Market capitalisation of Mvelaphanda

Means the fair value of the ordinary and preference shares multiplied by the number of Mvelaphanda ordinary and preference shares in issue

The Merger

The Merger of the businesses and assets of Mvelaphanda Holdings and Rebserve which was implemented on 13 December 2004

Mvelaphanda Group net equity value

Means, the lower of:

• The market capitalisation of Mvelaphanda; and
• Mvelaphanda Group shareholders’ equity

Mvelaphanda Group or the Company

Mvelaphanda Group Limited

Mvelaphanda Group shareholders’ equity

Means the consolidated shareholders’ equity (net of intangibles and goodwill) in respect of the Mvelaphanda Group as reflected in, and/or ascertained from, the most recent consolidated audited financial statements or unaudited consolidated interim financial statements or, to the extent that such financial statements are not available, the consolidated, unaudited management accounts of the Mvelaphanda Group, as determined in accordance with IFRS

Mvelaphanda Holdings

Mvelaphanda Holdings (Proprietary) Limited

Mvelaphanda Resources

Mvelaphanda Resources Limited

Operations EBITDA

Means Group EBIT (excluding Zonke and Novare) plus consolidated depreciation and amortisation

Operations

Means consolidated indebtedness of the restricted assets (excluding subordinated intercompany

indebtedness

loans) (less balance in the redemption reserve account)

Rebserve

Rebserve Holdings Limited, being Mvelaphanda Group prior to the Merger

Redemption reserve account

Means the call deposit account maintained by Mvelaserve with Absa

Restricted assets

The following companies in which Mvelaphanda Group has a direct or indirect interest:

• Khuseti Holdings (Proprietary) Limited (“Khuseti”)
• Mvelaserve Limited (“Mvelaserve”)
• Novare Holdings (Proprietary) Limited (“Novare”)
• Protea Coin Group (Physical and Technical Security) (Proprietary) Limited and Protea Coin Group (Armed Reaction and Assets-in-transit) (Proprietary) Limited (collectively “Protea Coin Group”)
• Rebhold Freight Services (Proprietary) Limited t/a Contract Forwarding (“Contract Forwarding”)
• Rebserve Cleaning Services (Proprietary) Limited (“Mvelaserve Cleaning”)
• RoyalSechaba Holdings (Proprietary) Limited (“RoyalSechaba”)
• Total Facilities Management Company (Proprietary) Limited (“TFMC”)
• Zonke Monitoring Systems (Proprietary) Limited (“Zonke”)

SENS

Securities Exchange News Service

Stakeholders

Includes shareholders, employees, customers, suppliers and the government

Steinhoff

Steinhoff International Holdings Limited

Strategic investments

Amongst others, the Group’s principal strategic investments are:

• Absa Group Limited
• Group Five
• Life Healthcare
• Avusa
• Vox Telecom

Swissport

Swissport South Africa (Proprietary) Limited

The board or “board”

The board of directors of Mvelaphanda Group Limited

The Group

Mvelaphanda Group and its subsidiaries, associates and investments

Trollope

Trollope Mining Services (Proprietary) Limited

United Towers

United Towers (Proprietary) Limited, a subsidiary of Absa Bank Limited

Unitrans

Unitrans Limited

Unrestricted assets

Means all of the direct and indirect assets and interests of the Mvelaphanda Group (other than restricted assets), including without limitation the Mvelaphanda Group’s interests in:

• Absa Group Limited;
• Life Healthcare Group Holdings (Proprietary) Limited;
• Group Five Limited;
• Steinhoff International Holdings Limited;
• Unitrans Express Deliveries (Proprietary) Limited;
• Unitrans Fuel and Chemical (Proprietary) Limited;
• African Renaissance Holdings Limited;
• Swissport South Africa (Proprietary) Limited;
• Rebhold Distribution Services (Proprietary) Limited; and
• Vox Telecom

Vox or Vox Telecom

Vox Telecom Limited

FINANCIAL RATIOS

Attributable earnings per share

Attributable earnings/weighted average number of shares in issue

Cash dividend covers

Cash earnings per ordinary share/Dividend/distribution per ordinary share

Cash earnings per ordinary share

(Cash generated from operations – taxation paid – preference dividends paid – cash paid to minority shareholders)/weighted average number of ordinary shares in issue

Cash ratio

Cash and cash equivalents/Current liabilities – bank overdraft

Current ratio

Current assets/Current liabilities

Debt-equity ratio

Total interest-bearing borrowings/Total capital and reserves

Diluted headline (loss)/ earnings per share

Diluted headline (loss)/earnings/Weighted average number of shares in issue

Dividend cover

Earnings per ordinary share/Dividend/distribution per ordinary share

Dividend yield

Dividend/distribution per ordinary share/Ordinary share price at 30 June 2009

Earnings yield

Earnings per ordinary share/Ordinary share price at 30 June 2009

Economic value added

Return on shareholders’ funds – weighted average cost of capital

Group debt service ratio

Group free cash flow/Group debt service

Group leverage ratio

Group indebtedness/Group EBITDA

Headline (loss)/earnings per share

Headline (loss)/earnings/Weighted average number of shares in issue

Intrinsic net asset value per share

Intrinsic net asset value/Diluted weighted average net number of ordinary shares in issue

Market capitalisation ratio

Market capitalisation of Mvelaphanda/Group indebtedness

Mvelaphanda Group gearing ratio

Mvelaphanda Group net equity value/Group indebtedness

Net tangible asset value per ordinary share

Net tangible assets/Diluted weighted average net number of ordinary shares in issue

Operating margin

Profit from operations/turnover

Operations leverage ratio

Operations indebtedness/Operations EBITDA

Return on net investments

Net (loss)/profit after taxation from investments/Average net investments

Return on net operating assets

Net (loss)/profit after taxation from operations/Average net operating assets

Return on shareholders’ funds

Net (loss)/profit attributable to equity holders/Average capital and reserves attributable to equity holders

Return on total assets

Net (loss)/income before borrowing costs and taxation/Average total assets – average total liabilities

Security value cover ratio

Fair value of the restricted assets/aggregate of all amounts owing by Mvelaserve on the preference shares issued to Depfin and United Towers less any balance standing to the credit of the redemption reserve account

Unrestricted assets cover ratio

Net asset value of the unrestricted assets/aggregate of all amounts owing by Mvelaserve on the preference shares issued to Depfin and United Towers