NATURE OF BUSINESS

Mvelaphanda Group is a broad-based, black-controlled, owned and managed diversified industrial group. The Group holds investments in a range of companies operating in the financial services, healthcare and general industrial sectors. The Group’s operating businesses provide a range of facilities management and professional services, food services and support services extending countrywide.

GROUP RESULTS

The financial statements found here, set out fully the financial position, results of operation and cash flows for the Group for the financial year ended 30 June 2009.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The interest in subsidiaries, joint ventures and associated companies are set out here in this report. The Group has disposed of its 100% shareholding in Trollope Mining Service (Proprietary) Limited on 1 October 2008. The aggregate headline net profit/(loss) after taxation of subsidiaries attributable to the Company amounted to R13 260 000 (2008: R575 403 000).

SHARE CAPITAL

Ordinary shares

There were no changes to the number of authorised and issued share capital during the current year. All issued shares have been fully paid up. The authorised and issued number of ordinary shares is disclosed in note 12 to the financial statements.

Treasury shares

The total number of ordinary shares held by a subsidiary of the Group at 30 June 2009 is 35 765 285 (2008: 35 765 285) as disclosed in note 12 to the financial statements.

Preference shares

There were no changes in the number of preference shares authorised or issued and are disclosed in note 12 to the financial statements.

The 54 700 000 convertible perpetual cumulative preference shares are convertible at the instance of the holder into 1,08 ordinary shares for each preference share held between 4 November 2009 and 4 November 2010, after which date the preference shares are redeemable either at the instance of Mvelaphanda Group or remain as perpetual preference shares. The reduction in the conversion price of the preference shares to R9,30 per share from R10,00 per share (2008: R9,53) was published on SENS on 4 December 2008 in line with the terms of the offering circular issued to the Group’s shareholders dated 4 November 2005.

Redeemable option-holding shares

There were no changes to the issued redeemable option-holding shares, neither were there any changes to the terms and conditions of those shares as disclosed in note 12 to the financial statements.

SHARE INCENTIVE SCHEME

569 746 (2008: 569 746) of Mvelaphanda Group’s ordinary shares were held by the Share Incentive Scheme at 30 June 2009.

SHAREHOLDERS’ SPREAD

Details of shareholder categories are set out here in this report.

FINAL DIVIDEND

Ordinary shares

The directors of Mvelaphanda Group have resolved not to declare a final dividend for the year ended 30 June 2009. This is due to the Group reviewing specific assets within the context of the restructuring plan. Should the cash not be used, it will be returned to shareholders in the most efficient manner.

PREFERENCE SHARES

Details of preference dividends paid are set out in note 36 to the financial statements.

Preference share certificates may not dematerialised or materialised between Friday, 18 September 2009 and Friday, 25 September 2009, both days inclusive.

DIRECTORS AND SECRETARY

The names and brief curricula vitae of the directors appear here in this report and further information on the directors, including their interest in the shares of the Company and share-based remuneration schemes and the emoluments paid to directors, are provided in the tables below.

Messrs Sexwale and Mavimbela resigned as executive directors with effect from 12 May 2009 and 5 June 2009 respectively, and Mr Willcox resigned as non-executive director with effect from 2 February 2009.

Mr Xayiya was appointed as the Chairman of the Group with effect from 1 June 2009.

In terms of clause 53.2 of the articles of association, Ms Cuba, Ms Mpofu and Mr Moshapalo retire at the forthcoming annual general meeting, but, being eligible, offer themselves for re-election.

DIRECTORS’ INTEREST AND EMOLUMENTS FOR 30 JUNE 2009

DIRECTORS’ INTEREST AND EMOLUMENTS FOR 30 JUNE 2008

The remuneration of the executive directors is structured on the basis of a market-related guaranteed cost to company remuneration package (including current medical aid and retirement benefit contributions), plus a discretionary bonus (with the maximum bonus in any one year not exceeding an amount equal to one year’s cost to company package) based on performance of the executive and merit. The allocation of the guaranteed cost to company package as between salary, allowances and fringe benefits is not considered relevant. Mr Xayiya and Ms Cuba have signed service and restraint agreements with Mvelaphanda Group.

The salient terms of the service and restraint agreements are as follows:

• In respect of Mr Xayiya, the service agreement can be terminated on three months’ written notice by either Mvelaphanda Group or the executive.
• In respect of Ms Cuba, the service agreement provides for a minimum period of four years’ service from 1 July 2007 and can be terminated on three months’ written notice by either Mvelaphanda Group or Ms Cuba, provided such termination shall not take effect before 30 June 2011.
• Restraint period of one year after termination of employment with no monetary consideration payable by Mvelaphanda Group in respect of such restraints.
• Standard confidentiality undertakings are given by each executive in favour of Mvelaphanda Group.