Directors’ report

The directors have pleasure in submitting their report together with the Company and Group annual financial statements for the year ended 31 December 2007.

RESULTS OF THE GROUP

The activities and results of the Group have been reviewed in the corporate governance, review of operations and corporate citizenship sections of this annual report.

GOING CONCERN

The financial statements have been prepared using appropriate accounting policies, supported by reasonable and prudent judgements and estimates. The directors have a reasonable expectation that the Group has adequate resources to continue as a going concern in the foreseeable future.

ACCOUNTING POLICIES

The audited statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and their interpretations adopted by the International Accounting Standards Board (IASB), the Listing Requirements of the JSE and the Companies Act, No. 61 of 1973 as amended and remain consistent with the policies applied to the 30 June 2007 interim results published.

INDEPENDENT AUDITORS

The re-appointment of the independent auditors, KPMG Inc. will be tabled at the forthcoming annual general meeting. Mr N van Niekerk will be nominated as the individual registered auditor who will undertake the audit of the Company and the Group for the ensuing year.

All non-audit services provided by KPMG Inc. are tabled and approved by the audit and risk committee.

SHARE CAPITAL AND SHARE PREMIUM

The issued ordinary share capital of the Company at 31 December 2007 was R120 742 578 (2006: R120 742 578). The Company also has in issue 3 000 000 5.5 per cent redeemable preference shares of R2 each.

Details of the share premium and the movements during the year are provided in note 11 of the annual financial statements.

STRATE

Dematerialisation of the Company’s issued shares commenced in July 2001. Shares still in paper form are no longer good for delivery and will require to be dematerialised before participation in any transaction. Shareholders may direct any enquiries in this regard to the Company’s transfer secretaries on telephone number +27 0861 100 950 in South Africa or +44 0870 889 3176 in the United Kingdom.

DIVIDENDS

A final dividend of 141 cents per share was declared on Monday, 25 February 2008, and is payable on Monday, 21 April 2008.

Details of the dividends declared and paid on the Company’s ordinary and preference shares during the 2007 financial year are set out in note 25 to the financial statements.

DIRECTORATE AND SECRETARY

Details of the directorate and secretary of the Company as at 25 February 2008 are shown elsewhere in this annual report.

In terms of section 22.4 of the Company’s articles of association, Messrs S Engelbrecht, MJ Leeming and LC van Vught retire at the forthcoming annual general meeting and, being eligible, offer themselves for re-election.

CHANGES TO THE BOARD AND SECRETARY

Mr F Titi succeeded Mr AE Pedder as chairman with effect from 21 May 2007.

The following directors were appointed during the financial year ended 31 December 2007:

• Mr AC Parker was appointed as a non-executive director with effect from 21 May;
• Mr RA Williams was appointed as an executive director and chief financial officer with effect from 1 August; and
• Ms Z Fuphe was appointed as a non-executive director with effect from 1 November.

Ms A Kennedy was appointed as the Company secretary with effect from 10 April.

In terms of the Company’s articles of association, all new director appointments shall retire at the following annual general meeting. All new directors are eligible for re-election. Shareholders will be asked to confirm the appointment of Messrs AC Parker, RA Williams and Ms Z Fuphe.

The following directors retired during the financial year ended 31 December 2007:

• Messrs AE Pedder and CB Brayshaw retired as non-executive directors on 21 May;
• Mr Pedder also retired as chairman of the Board on 21 May 2007; and
• Mr NC Axelson retired as an executive director and chief financial officer on 31 July.

Mr MJF Potgieter retired as the Company secretary with effect from 10 April.

Mr S Engelbrecht has advised the Board that he will retire from his position as chief executive of the Company on 1 March 2008, at which time he will have reached his full retirement age, but will continue to serve on the Board as non-executive director. Dr GN Edwards will succeed Mr Engelbrecht as chief executive with effect from 1 March 2008.

Directors’ interests

At 31 December 2007, the directors and their associates (as defined in terms of the JSE Listing Requirements), had the following direct and indirect beneficial interests in the share capital of the Company:

Notes

(1) Retired in 2007.
(2) Appointed to the Board as an executive director in 2007.

There have been no changes in the above interests between the end of the financial year and the date of this report.

Major shareholders

Details of the interests of shareholders who are directly or indirectly beneficially interested in 5 per cent or more of the Company’s share capital, are included elsewhere in this annual report.

Subsidiaries and joint ventures

Details of each trading subsidiary and joint venture are set out in the appendices elsewhere.

The aggregate net profits and losses after taxation of subsidiaries and joint ventures attributable to the Company for the year 2007 were as follows:

Special resolutions

No special resolutions were passed by any subsidiary company since the date of the previous directors’ report.