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					THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
The definitions and abbreviations commencing on page 8 of this circular apply mutatis mutandis throughout this circular
including this cover page.
If you are in any doubt as to the action you should take, please consult your CSDP, broker, attorney, accountant or other
professional adviser.
Action required:
1. This circular is important and should be read with particular attention to page 4 entitled “Action required by Vunani shareholders”
     which sets out the action required of them with regard to the claw-back offer.
2. If you have disposed of all your ordinary shares in Vunani, then this circular, together with the accompanying form of instruction,
     should be forwarded to the purchaser to whom, or the broker, agent or CSDP through whom, you disposed of your shares.
3. The form of instruction accompanying this circular is negotiable and may be traded on the JSE.
4. Letters of allocation may only be traded in dematerialised form and accordingly Vunani has issued all letters of allocation in
     dematerialised form.
5. The electronic record of letters of allocation for holders of certificated shares is being maintained by the transfer secretaries, making
     it possible for the holders of certificated shares to enjoy similar claw-back rights and opportunities as holders of dematerialised
     shares.
6. Instructions on how to accept, renounce or sell all or some of the claw-back rights represented by the letters of allocation are set
     out in paragraph 4 of this circular.
Vunani does not accept any responsibility and will not be held liable for any failure on the part of CSDPs or brokers of dematerialised
shareholders to notify such shareholders of the information set out in this circular.
The distribution of this circular and the accompanying form of instruction and the granting of the claw-back right to subscribe for claw-
back shares in certain jurisdictions other than South Africa may be restricted by law and a failure to comply with any of those restrictions
may constitute a violation of the securities laws of any such jurisdiction.
The claw-back offer does not constitute an offer in any area of jurisdiction in which it is illegal to make such an offer and in such
circumstances, this circular and any form of instruction, if sent, are sent for information purposes only.




                                       (formerly Vunani Capital Holdings (Proprietary) Limited)
                                              (Incorporated in the Republic of South Africa)
                                                  (Registration number 1997/020641/06)
                                                 JSE code: VUN       ISIN: ZAE000110359
                                        JSE code for LA’s: VUNN       ISIN for LA’s: ZAE000143251
                                                       (“Vunani” or “the company”)



CIRCULAR TO VUNANI SHAREHOLDERS
relating to:
• a renounceable claw-back offer to Vunani shareholders of 3 136 000 000 claw-back shares
  of 0.01 cent each in the ordinary share capital of Vunani at a subscription price of R0.10 per
  claw-back share, in the ratio of 233.9317 claw-back shares for every 100 ordinary shares
  held in Vunani at the close of trade on Friday, 12 February 2010;
and incorporating:
• the information required for Revised Listing Particulars for the purposes of providing
  information to the public on Vunani which complies with the Listing Requirements of
  the JSE;
and enclosing:
• a form of instruction in respect of a renounceable (nil paid) letter of allocation in respect of
  the claw-back offer (for use by certificated shareholders only).
Claw-back offer opens at the commencement of trade on:                                                 Monday, 15 February 2010
Claw-back offer closes at 12:00 on:                                                                        Friday, 5 March 2010
Shareholders are referred to paragraph 42 of this circular, which outlines the directors’ responsibility in regard
to this circular.
Each of the company’s advisers, whose names are set out on the “Corporate information” page of this
circular, have consented in writing to act in the capacity stated and to their names being stated and, where
applicable, their reports being included, in the form and context in which they appear in this circular and
have not withdrawn such consent prior to the publication hereof.
An English copy of this circular, together with the form of instruction and the documents referred to in
section 145A of the Act have been lodged with CIPRO and the form of instruction has been registered
by CIPRO in terms of section 146A of the Act.


 Corporate Adviser and Joint Designated Adviser                  Independent Financial Adviser




       Independent Lead Designated Adviser                    Legal Adviser to the claw-back offer




 Independent reporting accountants and auditors                Legal Adviser to the restructuring



                                                                     edward nathan
                                                                     s onnenbergs


Date of issue: 15 February 2010
Copies of this circular are available in English only and may be obtained during normal business hours
between 15 February 2010 and 5 March 2010 from the registered office of the Company and the offices of
the Independent Lead Designated Adviser, Corporate Adviser and Joint Designated Adviser and the transfer
secretaries, the addresses of which are set out in the “Corporate information” section hereof.
CORPORATE INFORMATION


Directors                                        Website
E G Dube* (CEO)                                  http://www.vunanilimited.co.za
W G Frawley* (CFO)
B M Khoza*
                                                 Date and place of incorporation
N M Anderson*
C E Chimombe-Munyoro*                            1 December 1997
W C Ross (Non-Executive Chairman)                Pretoria, South Africa
Dr B A Khumalo
N S Mazwi
                                                 Independent reporting accountants
G Nzalo
                                                 and auditors
J R Macey
                                                 KPMG Inc
* Executive
                                                 (Registration number 1999/021543/21)
                                                 Registered Accountants and Auditors
Company secretary and registered office          KPMG Crescent
                                                 85 Empire Road
William Guy Frawley, CA(SA)
                                                 Parktown, 2193
Vunani House Block C
                                                 (Private Bag 9, Parkview, 2122)
Athol Ridge Office Park
151 Katherine Street
Sandown, Sandton, 2196                           Legal Adviser to the restructuring
(PO Box 652419, Benmore, 2010
                                                 Edward Nathan Sonnenbergs
                                                 (Registration number 2006/018200/21)
Corporate Adviser and Joint Designated Adviser   150 West Street
                                                 Sandton, 2196
Vunani Corporate Finance
                                                 (PO Box 783347, Sandton, 2146)
(trading as a division of Vunani Capital
(Proprietary) Limited)
(Registration number 1998/001469/07)             Transfer secretaries
Vunani House Block C
                                                 Computershare Investor Services
Athol Ridge Office Park
                                                 (Proprietary) Limited
151 Katherine Street
                                                 (Registration number 2004/003647/07)
Sandown, Sandton, 2196
                                                 Ground Floor
(PO Box 652419, Benmore, 2010)
                                                 70 Marshall Street
                                                 Johannesburg, 2001
Independent Lead Designated Adviser              (PO Box 61051, Marshalltown, 2107)
Grindrod Bank Limited
(Registration number 1994/007994/06)             Commercial bank
Building Three
                                                 ABSA Bank Limited
1st Floor, North Wing, Commerce Square
                                                 (Registration number 1986/004794/06)
39 Rivonia Road (corner Helling Road)
                                                 3rd Floor 3W2 ABSA Towers North
Sandton, 2196
                                                 180 Commissioner Street
(PO Box 78011, Sandton, 2146)
                                                 Johannesburg, 2001
                                                 (PO Box 8054, Johannesburg, 2000)
Independent financial adviser
FirstRand Bank Limited, acting through           Legal Adviser to the claw-back offer
Rand Merchant Bank
                                                 Fluxmans Inc.
(Registration number 1929/001225/06)
                                                 (Registration number 2000/024775/21)
1 Merchant Place
                                                 11 Biermann Avenue
Corner Fredman Drive and Rivonia Road
                                                 Rosebank, Johannesburg, 2196
Sandton, 2196
                                                 (Private Bag X41, Saxonwold, 2132)
(PO Box 786273, Sandton, 2146)



                                                                                      1
TABLE OF CONTENTS


                                                                          Page

CORPORATE INFORMATION                                                        1

ACTION REQUIRED BY VUNANI SHAREHOLDERS                                       4

SALIENT DATES AND TIMES                                                      5

SALIENT FEATURES OF THE CLAW-BACK OFFER                                      6

DEFINITIONS AND ABBREVIATIONS                                                8

CIRCULAR TO VUNANI SHAREHOLDERS                                             12
Part A: Purpose of this circular                                            12

Part B: The claw-back offer                                                 13
 1. Introduction                                                            13
 2. Purpose of the claw-back offer                                          13
 3. Terms of the claw-back offer                                            13
 4. Procedure for acceptance, renunciation and sale of claw-back rights     15
 5. Subscription Agreement                                                  18
 6. Financial effects of the claw-back offer                                18
 7. Exchange Control Regulations                                            19
 8. Tax consequences                                                        20
 9. Jurisdiction                                                            21
10. Registration of documents                                               21

Part C: Information relating to Vunani                                      22
11. Incorporation and history                                               22
12. Nature of business and prospects                                        22
13. Capital structure                                                       23
14. Controlling and major shareholders                                      27
15. Material contracts, promoters, service and other agreements             28
16. Litigation                                                              29
17. Provisions of the Articles of Association                               29
18. Share Incentive Scheme                                                  30
19. Corporate Governance                                                    30
20. Subsidiary companies                                                    30
21. Share price history                                                     30

Part D: Financial information                                               31
22. Historical financial information                                        31
23. Dividends                                                               31
24. Advances, borrowings and other financial liabilities                    31
25. Material commitments, leases and contingent liabilities                 31
26. Fixed assets acquired during the past three years                       32
27. Fixed assets disposed of during the past three years                    33
28. Immovable property                                                      34
29. Adequacy of capital                                                     34
30. Material changes                                                        34



2
                                                                                                        Page

Part E: Information relating to the directors                                                             35
31. Details                                                                                               35
32. Remuneration                                                                                          36
33. Interests in the company’s shares                                                                     37
34. Interests in transactions                                                                             37
35. Information contained in the directors’ declarations                                                  37
36. Other directorships/partnerships held by the directors during the past five years                     38
37. Payments to directors                                                                                 38
38. Service contracts                                                                                     38

Part F: General                                                                                           39
39. Advisers’ interests                                                                                   39
40. Expenses                                                                                              39
41. Consents                                                                                              40
42. Directors’ responsibility                                                                             40
43. Documents available for inspection                                                                    40

Annexure 1      Table of Entitlement                                                                      42
Annexure 2      Information relating to the subscriber                                                    43
Annexure 3      Pro forma consolidated financial information, before and after the claw-back offer        44
Annexure 4      Independent reporting accountants’ report on the pro forma financial information
                relating to the claw-back offer                                                           49
Annexure 5      Rights and privileges attaching to the preference shares                                  51
Annexure 6      Schedule of restructured debt at the last practicable date                                53
Annexure 7      Extracts from the company’s Articles of Association                                       61
Annexure 8      Salient features of the Share Incentive Scheme                                            64
Annexure 9      Corporate Governance                                                                      68
Annexure 10     Schedule of subsidiary companies and material inter-company balances
                at 31 December 2008                                                                       70
Annexure 11     Share price history on the JSE                                                            73
Annexure 12     Historical financial information relating to the company                                  74
Annexure 13     Information relating to leases                                                           103
Annexure 14     Schedule of investment property                                                          104
Annexure 15     Other directorships of the Vunani directors                                              106

Form of instruction in respect of the letter of allocation                                           Attached




                                                                                                            3
ACTION REQUIRED BY VUNANI SHAREHOLDERS


This circular is important and requires your immediate attention. The enclosed form of instruction applies to
certificated shareholders only. The letter of allocation to which the form of instruction relates is negotiable and
can be dealt in on the JSE.
Shareholders are referred to paragraph 4 of this circular, which sets out in detail the procedures to be
followed by them in relation to the claw-back offer.
Shareholders should not construe anything in this circular as legal, business or tax advice. Shareholders who
are in any doubt as to what action to take or who require advice as to whether it is legally permissible for them
to accept the claw-back offer should consult their broker, CSDP, accountant, attorney or other professional
adviser immediately.
1. IF YOU HAVE DEMATERIALISED YOUR VUNANI SHARES
    1.1   You will not receive a printed form of instruction.
    1.2   Your CSDP or broker will credit your account with the number of claw-back rights to which you are
          entitled.
    1.3   Your CSDP or broker will contact you to ascertain:
          • whether or not you wish to follow your claw-back rights in terms of the claw-back offer and in
            respect of how many claw-back shares; or
          • if you do not wish to follow all or any of your claw-back rights:
            – whether you wish to sell your claw-back rights and how many claw-back rights you wish to
                sell; or
            – whether you wish to renounce your claw-back rights and the details of the renouncee.
    1.4   If you are not contacted by your CSDP or broker, you should contact your CSDP or broker and
          furnish them with your instructions. If your CSDP or broker does not obtain instructions from you,
          they are obliged to act in terms of the agreement entered into between you and your CSDP or
          broker.
    Vunani does not take responsibility and will not be held liable for any failure on the part of any
    CSDP or broker to notify shareholders of the claw-back offer and/or to obtain instructions from
    shareholders as to whether to subscribe for the claw-back shares and/or to sell and/or renounce
    the claw-back rights allocated and any and all such liability is hereby expressly excluded.

2. IF YOU HAVE NOT DEMATERIALISED YOUR VUNANI SHARES:
    If you wish to subscribe for the claw-back shares to which you are entitled in terms of the claw-back offer,
    you must complete the attached form of instruction in accordance with the instructions contained therein
    and lodge it, together with payment of the amount due, with the transfer secretaries by 12:00 on Friday,
    5 March 2010.
    If you do not wish to subscribe for all or some of the claw-back shares to which you are entitled in terms
    of the claw-back offer, as reflected in the form of instruction, you may sell or renounce or lapse your claw-
    back rights. In such event, you must complete the relevant section of the form of instruction and return it
    to the transfer secretaries to be received by no later than 12:00 on Friday, 26 February 2010 if you wish
    to sell your claw-back rights or by 12:00 on Friday, 5 March 2010 if you wish to renounce your claw-back
    rights.


3. IF YOU HAVE DISPOSED OF YOUR SHARES:
    If you have disposed of all your Vunani shares, please forward this circular to the purchaser of such
    shares or to the broker, CSDP or agent through whom the disposal was effected.
    If you are in any doubt as to what action to take, consult your CSDP, broker, attorney or other
    professional adviser immediately.



4
SALIENT DATES AND TIMES


                                                                                                                                  2010
Last day to trade in Vunani shares in order to qualify to participate
in the claw-back offer (cum entitlement) on                                                                      Friday, 5 February
Listing of letters of allocation on the JSE under the JSE code VUNN
and ISIN: ZAE 000143251 at commencement of trading on                                                          Monday, 8 February
Vunani shares commence trading ex-claw-back rights on the JSE at
commencement of trading on                                                                                     Monday, 8 February
Record date for participation in the claw-back offer at the close of trade on                                  Friday, 12 February
Listing of claw-back offer shares from the commencement of trading on                                        Monday, 15 February
Claw-back offer circular and form of instruction posted to shareholders,
where applicable                                                                                             Monday, 15 February
Claw-back offer opens at commencement of trading on                                                          Monday, 15 February
Dematerialised shareholders’ accounts at their CSDP or broker automatically
credited with their entitlement                                                                              Monday, 15 February
Certificated shareholders’ entitlements will be credited to an account held
with the transfer secretaries                                                                                Monday, 15 February
Last day to trade in letters of allocation on the JSE on                                                       Friday, 26 February
Claw-back offer closes – payments to be made and form of instruction in
respect of letters of allocation lodged by certificated shareholders by 12:00 on                                    Friday, 5 March
Record date for letters of allocation                                                                               Friday, 5 March
Dematerialised shareholders’ accounts updated with claw-back shares to the
extent accepted and debited with the relevant costs by their CSDP or broker
and new Vunani share certificates posted to certificated shareholders (see note 5) on                             Monday, 8 March
Refund cheques, if applicable, will be posted to certificated shareholders on or about                            Tuesday, 9 March
Results of claw-back offer announcement (including information relating to excess
applications) released on SENS on or about                                                                        Tuesday, 9 March
Notes:
1.   Dematerialised shareholders are required to notify their duly appointed CSDP or broker of their acceptance or otherwise of the claw-
     back offer in the manner and time stipulated in the agreement governing the relationship between such shareholder and their CSDP
     or broker.
2.   All times indicated are South African times unless otherwise stated.
3.   Share certificates may not be dematerialised or rematerialised between Monday, 8 February 2010 and Friday, 12 February 2010,
     both days inclusive.
4.   The CSDP/broker accounts of dematerialised shareholders will be automatically credited with new Vunani shares to the extent to
     which they have accepted the claw-back offer. Vunani share certificates will be posted, by registered post at the shareholders’ risk,
     to certificated shareholders in respect of the claw-back offer shares which have been accepted.
5.   CSDPs or brokers effect payment in respect of dematerialised shareholders on a delivery versus payment method.




                                                                                                                                        5
SALIENT FEATURES OF THE CLAW-BACK OFFER


1. THE CLAW-BACK OFFER
    1.1   Introduction and terms of the claw-back offer
          Shareholders were notified by way of SENS announcements dated 12 March 2009, 20 March 2009,
          8 May 2009, 25 June 2009, 1 July 2009, 13 August 2009, 7 September 2009, 21 October 2009,
          27 November 2009 and 9 December 2009 that the directors had resolved to raise R313.6 million
          by way of a conversion of debt into equity. In order to provide equal opportunity to all shareholders
          to participate in the recapitalisation, the recapitalisation will be done through the mechanism of
          a renounceable claw-back offer. The claw-back shares will be issued to the subscriber which
          will recapitalise the company at the time of issue of the claw-back shares following which all
          shareholders will be given the right to acquire the claw-back shares from the subscriber on the
          same terms as the subscriber acquired the claw-back shares. Accordingly, in terms of the claw-
          back offer, Vunani shareholders are offered the right to acquire 3 316 000 000 claw-back shares at a
          price of R0.10 per claw-back share in the ratio of 233.9317 claw-back shares for every 100 ordinary
          shares held on the record date.
          The attached form of instruction in respect of the letter of allocation contains details of the claw-back
          rights to which certificated shareholders are entitled, as well as the procedures for acceptance,
          sale or renunciation of those claw-back rights. Dematerialised shareholders will be advised by
          their CSDP or broker of the claw-back rights to which they are entitled as well as the procedure for
          acceptance, sale or renunciation of those claw-back rights.
          The JSE has approved the listings of the:
          – letters of allocation from the commencement of trade on Monday, 8 February 2010 until the close
            of trade on Friday, 26 February 2010; and
          – claw-back shares from the commencement of trade on Monday, 15 February 2010.
          Upon allotment and issue, the claw-back shares will rank pari passu in all respects with the ordinary
          shares currently in issue.

    1.2   Purpose of the claw-back offer
          The proceeds of the claw-back offer (i.e. R313.6 million) will be used to repay debt incurred by
          subsidiaries of VC to Investec. Refer to Part D of this circular for the company’s financial information.

    1.3   Subscription Agreement
          In terms of the Subscription Agreement, VG has agreed to subscribe for 3 136 000 000 claw-
          back shares at an issue price of R0.10 per claw-back share and will advance such amount to
          the company. A subscription fee of R1 072 500, being the equivalent of 0.34% of the value of the
          subscription commitment is payable to VG and will be settled in cash.
          In terms of the Subscription Agreement, the amount of R313.6 million will be advanced to the
          company on the opening of the claw-back offer.

    1.4   Excess applications in respect of claw-back shares
          Vunani shareholders will have the right to apply for any excess claw-back shares not taken up by
          Vunani shareholders. Refer paragraph 3.4 of this circular for further details.


2. FINANCIAL EFFECTS OF THE CLAW-BACK OFFER
    The unaudited pro forma financial effects of the claw-back offer are set out in paragraph 6 of this circular.




6
3. DIRECTORS’ OPINION, RECOMMENDATION AND UNDERTAKING
   The directors have considered the terms of the claw-back offer and are of the opinion that the terms
   thereof are fair to shareholders and, accordingly, recommend that shareholders follow their claw-back
   rights in terms of the claw-back offer as set out in this circular.


4. REVISED LISTING PARTICULARS
   As required in terms of paragraph 6.19(g) of the JSE Listings Requirements, this circular contains
   information required for Revised Listing Particulars.


5. COPIES OF THIS CIRCULAR
   Copies of this circular, in English, may be obtained during business hours between 15 February 2010
   and 5 March 2010 at the addresses set out in the “Corporate information” section of this circular from:
   – the company;
   – the Independent Lead Designated Adviser;
   – the Corporate Adviser and Joint Designated Adviser; and
   – the transfer secretaries.
   In addition, this circular is available in electronic form on the company’s website (www.vunanilimited.co.za).


6. DATE OF INFORMATION PROVIDED
   Unless the context clearly indicates otherwise, all information provided in this circular is provided at the
   last practicable date.




                                                                                                                7
DEFINITIONS AND ABBREVIATIONS


In this circular, unless otherwise stated or the context otherwise indicates, the words in the first column
shall have the meanings stated opposite them in the second column and words in the singular shall include
the plural and vice versa. Words importing natural persons shall include corporations and associations of
persons and an expression denoting any gender shall include the other genders.

“Act”                                Companies Act, 1973 (Act 61 of 1973), as amended by the Corporate
                                     Laws Amendment Act, 2006 (Act 24 of 2006);

“the Agreement”                      Heads of Agreement, dated 30 June 2009, entered into between Vunani
                                     and the lenders entered into in order to facilitate the restructuring;

“AltX”                               Alternative Exchange of the JSE;

“business day”                       any day other than a Saturday, Sunday or official public holiday in
                                     South Africa;

“certificated shareholders”          holders of certificated shares;

“certificated shares”                shares which are not dematerialised, title to which is represented by
                                     physical documents of title;

“CIPRO”                              Companies and Intellectual Property Registration Office (formerly the
                                     Registrar of Companies);

“circular”                           this circular, dated 15 February 2010, including the form of instruction
                                     and the annexures;

“claw-back offer”                    renounceable claw-back offer to Vunani shareholders of 3 136 000 000
                                     claw-back shares at a subscription price of R0.10 per claw-back share
                                     in the ratio of 233.9317 claw-back shares for every 100 ordinary shares
                                     held at the close of trade on the record date;

“claw-back participant”              shareholder entitled to participate in the claw-back offer;

“claw-back shares” or                3 136 000 000 new ordinary shares which are the subject of the
“claw-back rights shares”            claw-back offer;

“claw-back right”                    renounceable claw-back right of Vunani shareholders to subscribe for
                                     claw-back shares in terms of the claw-back offer;

“common monetary area”               South Africa, the Republic of Namibia and the Kingdoms of Lesotho
                                     and Swaziland;

“CSDP”                               Central Securities Depository Participant as defined in Section 1 of the
                                     SSA appointed by an individual shareholder for the purposes of, and
                                     in regard to the dematerialisation of documents of title for the purposes
                                     of incorporation into Strate;

“dematerialisation”                  process by which certificated shares and/or documents of title are
                                     converted to an electronic form and recorded in the sub-register of
                                     shareholders maintained by a CSDP;

“dematerialised shareholders”        holders of damaterialised shares;

“dematerialised shares”              shares which have been incorporated into Strate and which are no
                                     longer evidenced by physical documents of title, but the evidence of
                                     ownership of which is determined electronically and recorded in the
                                     sub-register maintained by a CSDP;



8
“directors”                          board of directors of Vunani, whose names are set out in the “Corporate
                                     information” section of this circular;

“documents of title”                 share certificates and/or certificated transfer deeds and/or balance
                                     receipts or any other documents of title in respect of Vunani shares in
                                     certificated form;

“emigrants”                          former residents of the common monetary area;

“entitlement”                        a shareholders’ entitlements to claw-back rights;

“Exchange Control Regulations”       Exchange Control Regulations of 1961, as amended, in terms of
                                     section 9 of the Currency and Exchange Act, 1933 (Act 9 of 1933), as
                                     amended;

“form of instruction”                form of instruction (attached to this circular in the case of certificated
                                     shareholders) in respect of the letter of allocation reflecting the
                                     entitlement of certificated shareholders and on which certificated
                                     shareholders are required to indicate whether they wish to take up, sell
                                     or renounce their claw-back rights;

“independent reporting               KPMG Inc (Registration number 1999/021543/21), Registered Auditors;
 accountants” and/or “auditors”      Chartered Accountants (SA);

“Investec”                           Investec Bank Limited (Registration number 1969/004763/06), a public
                                     company duly registered and incorporated with limited liability in
                                     accordance with the laws of South Africa;

“JSE”                                JSE Limited (Registration number 2005/022939/06), a public company
                                     duly incorporated and registered with limited liability under the company
                                     laws of South Africa and licensed as an exchange under the SSA;

“last practicable date”              the last practicable date prior to the finalisation of this circular, being
                                     5 February 2010;

“lenders”                            collectively, Investec Bank Limited, The Standard Bank of South Africa
                                     Limited, ABSA Bank Limited, Chartis SA Limited (formerly AIG South
                                     Africa Limited), Chartis Life Limited (formerly, AIG Life South Africa
                                     Limited), Grincap (Pty) Limited and Nedbank Limited, the financial
                                     institutions which funded Vunani’s participation in certain empowerment
                                     transactions;

“letter/s of allocation” or “LA’s”   renounceable (nil paid) letters of allocation to be issued to Vunani
                                     shareholders pursuant to the claw-back offer, conferring a claw-back
                                     right on the holder to subscribe for claw-back shares in terms of the
                                     claw-back offer;

“own name registration”              dematerialised shareholders who have registered their shares in their
                                     own name with a CSDP or broker in terms of the SSA;

“record date”                        last date for Vunani shareholders to be recorded in the register in order
                                     to participate in the claw-back offer, being the close of trade on Friday,
                                     12 February 2010;

“register”                           Vunani’s share register, including sub-registers;

“restructuring”                      restructuring of Vunani’s existing debt by way of recapitalisation required
                                     as a result of the decline in the share prices of certain of Vunani’s
                                     empowerment investments which decline has resulted in a breach by
                                     Vunani of certain of the debt covenant ratios with the lenders. Pursuant
                                     to the Agreement, Vunani is required to recapitalise itself to the extent
                                     of R313.6 million, so as to ensure the group’s continued sustainability.
                                     The restructuring will be effected through the claw-back offer;


                                                                                                              9
“SARS”                          South African Revenue Services;

“SENS”                          Securities Exchange News Service of the JSE;

“Share Incentive Scheme”        Vunani Share Incentive Scheme;

“South Africa”                  the Republic of South Africa;

“SPV”                           Special Purpose Vehicle;

“SSA”                           Securities Services Act, 2004 (Act 36 of 2004), as amended;

“Strate”                        the settlement and clearing system used by the JSE, managed by Strate
                                Limited (Registration number 1998/022242/06), a public company duly
                                registered and incorporated with limited liability in accordance with the
                                laws of South Africa and the CSDP registered in terms of the SSA;

“subscriber”                    VG, details of which are set out in Annexure 2 to this circular;

“Subscription Agreement”        the Subscription Agreement (subject to a claw-back offer) entered into
                                between Vunani and VG on 8 December 2009 in terms of which the
                                subscriber has agreed to subscribe for 3 136 000 000 new ordinary
                                shares of R0.01 each in the ordinary share capital of Vunani at a
                                subscription price of R0.10 per claw-back share for the total amount
                                of R313.6 million, which subscription is subject to the claw-back offer
                                and which subscription amount will be advanced to the company by
                                the subscriber;

“subscription amount”           aggregate amount of R313.6 million payable for the claw-back shares;

“subscription price”            subscription price of R0.10 per claw-back share;

“transfer secretaries”          Computershare Investor Services (Proprietary) Limited (Registration
                                number 2004/003647/07), a private company duly registered and
                                incorporated in accordance with the laws of South Africa, Ground
                                Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051,
                                Marshalltown, 2107);

“VC”                            Vunani Capital (Proprietary) Limited (Registration number
                                1998/001469/07), a private company duly registered and incorporated
                                in accordance with the laws of South Africa and a wholly-owned
                                subsidiary of Vunani;

“VG”                            Vunani Group (Proprietary) Limited (Registration number
                                2004/006502/07), a private company duly registered and incorporated
                                in accordance with the laws of South Africa, the party who is the
                                subscriber for the claw-back offer;

“VPIF”                          Vunani Property Investments Fund (Proprietary) Limited (Registration
                                number 2005/019302/07), a private company duly registered and
                                incorporated in accordance with the laws of South Africa and a 50.2%
                                owned subsidiary of Vunani Properties;

“Vunani” or “the company”       Vunani Limited (Registration number 1997/020641/06), a public
                                company duly registered and incorporated with limited liability in
                                accordance with the laws of South Africa and whose shares are listed
                                on AltX;

“Vunani group” or “the group”   collectively, Vunani, its subsidiaries and any other company which is
                                controlled or jointly controlled by it;




10
“Vunani Properties”             Vunani Properties (Proprietary) Limited (Registration number
                                2004/006730/07), a private company duly registered and incorporated
                                in accordance with the laws of South Africa, and a 70% owned
                                subsidiary of Vunani;

“Vunani Securities”             Vunani Securities (Proprietary) Limited (Registration number
                                1997/010323/07), a private company duly registered and incorporated
                                in accordance with the laws of South Africa and a 78% owned
                                subsidiary of Vunani;

“Vunani shareholders” or        holders of Vunani shares recorded as such in the register;
“shareholders”

“Vunani shares” or              ordinary shares of 0.01 cent each in the share capital of Vunani;
“ordinary shares” or “shares”

“VWAP”                          volume weighted average price; and

“ZAR” or “Rand” or “R”          South African Rand.




                                                                                                    11
                               (formerly Vunani Capital Holdings (Proprietary) Limited)
                                     (Incorporated in the Republic of South Africa)
                                         (Registration number 1997/020641/06)
                                        JSE code: VUN      ISIN: ZAE000110359



              CIRCULAR TO VUNANI SHAREHOLDERS

PART A: PURPOSE OF THIS CIRCULAR


In terms of the announcements dated 27 November 2009 and 9 December 2009, shareholders were advised
that the directors had resolved to raise R313.6 million by way of a renounceable claw-back offer in order to
recapitalise the company by way of conversion of debt into equity. The Subscription Agreement was entered
into and the claw-back shares will be issued to the subscriber on 15 February 2010 in terms thereof. Vunani
shareholders will be given the right to acquire the claw-back shares from the subscriber on the same terms
that the subscriber acquired them.
Accordingly, in terms of the claw-back offer, Vunani shareholders are offered the right to subscribe for
3 136 000 000 claw-back shares at a subscription price of R0.10 per claw-back share in the ratio of 233.9317
claw-back shares for every 100 ordinary shares held on the record date.
The purpose of this circular is to provide Vunani shareholders with all the relevant information relating to the
claw-back offer and the implications thereof in accordance with the JSE Listings Requirements and the Act.
The circular contains information required for Revised Listing Particulars, which information is required in
terms of paragraph 6.19(g) of the JSE Listings Requirements as a result of the company issuing shares in
terms of the claw-back offer in excess of 50% of its current shares in issue.




12
PART B: THE CLAW-BACK OFFER


1. INTRODUCTION
  1.1   Shareholders were notified by way of SENS announcements dated 12 March 2009, 20 March 2009,
        8 May 2009, 25 June 2009, 1 July 2009, 13 August 2009, 7 September 2009, 21 October 2009,
        27 November 2009 and 9 December 2009 that the directors had resolved to raise R313.6 million
        by way of a conversion of debt into equity. In order to provide equal opportunity to all shareholders
        to participate in the recapitalisation, the recapitalisation will be done through the mechanism of
        a renounceable claw-back offer. The claw-back shares will be issued to the subscriber who will
        recapitalise the company at the time of issue of the claw-back shares following which all shareholders
        will be given the right to acquire the claw-back shares from the subscriber on the same terms as
        the subscriber acquired the claw-back shares. Accordingly, in terms of the claw-back offer, Vunani
        shareholders are offered the right to acquire 3 136 000 000 claw-back shares at a price of R0.10 per
        claw-back share in the ratio of 233.9317 claw-back shares for every 100 ordinary shares held on the
        record date

  1.2   The enclosed form of instruction in respect of the letter of allocation contains details of the claw-back
        rights to which certificated shareholders are entitled, as well as the procedures for acceptance,
        sale or renunciation of those shares. Dematerialised shareholders will be advised by their CSDP or
        broker of the claw-back rights to which they are entitled as well as the procedure for acceptance,
        sale or renunciation of those claw-back rights.

  1.3   The JSE has approved the listing of the letters of allocation in respect of the claw-back shares
        from the commencement of trade on Monday, 8 February 2010 until the close of trade on Friday,
        26 February 2010.

  1.4   The JSE has approved the listing of the claw-back shares from the commencement of trade
        on Monday, 15 February 2010, being the date of subscription for the claw-back shares by the
        subscriber.

  1.5   In terms of the claw-back offer, shareholders recorded in the register at the close of trade on Friday,
        5 February will receive claw-back rights to subscribe for claw-back shares in the ratio of 233.9317
        claw-back rights shares for every 100 Vunani shares held on the record date at a subscription price
        of R0.10 per claw-back rights share.

  1.6   Upon their allotment and issue, the claw-back shares will rank pari passu in all respects with the
        ordinary shares that are currently in issue.


2. PURPOSE OF THE CLAW-BACK OFFER
  In terms of an announcement, dated 20 March 2009, Vunani shareholders were advised that the decline
  in the share prices of certain of Vunani’s empowerment investments had resulted in a breach of certain of
  its debt covenant ratios with the lenders. Vunani and the lenders entered into the Agreement to restructure
  Vunani’s existing debt and recapitalise Vunani to the extent of R313.6 million, to ensure the continued
  sustainability of Vunani and its subsidiaries. The restructuring will be effected through the claw-back offer
  and of the proceeds thereof will be used to repay debt incurred by subsidiaries of VC to Investec.


3. TERMS OF THE CLAW-BACK OFFER
  3.1   Particulars of the claw-back offer
        Vunani shareholders and/or their renouncees are hereby offered for subscription, by way of a
        renounceable claw-back offer, a total of 3 136 000 000 claw-back shares at a subscription price of
        R0.10 per claw-back share in the ratio of 233.9317 claw-back shares for every 100 Vunani shares
        held at the close of trade on the record date, upon the terms and conditions set out in this circular.




                                                                                                              13
           The subscription price is payable in ZAR and in full upon acceptance by certificated shareholders,
           or on a delivery versus payment basis by the CSDP or broker of dematerialised shareholders who
           have accepted the claw-back offer. Holders of dematerialised shares who wish to accept the claw-
           back offer should ensure that the necessary funds are deposited with the relevant CSDP or broker.
           The subscription price represents a discount of 9% to the 30 day VWAP price of 11 cents of Vunani
           shares on 30 June 2009, the date of the Agreement. At the last practical date the subscription price
           and the price at which Vunani shares traded is the same.
           Vunani shareholders recorded in the register at the close of trade on the record date or renouncees
           in terms of the claw-back offer will be entitled to participate in the claw-back offer.
           The letters of allocation may only be traded in dematerialised form and, accordingly, Vunani has
           issued all letters of allocation in dematerialised form.

     3.2   Opening and closing dates of the claw-back offer
           The claw-back offer will open at the commencement of trade on Monday, 15 February 2010 and will
           close at 12:00 on Friday, 5 March 2010.

     3.3   Entitlement
           Vunani shareholders are entitled to subscribe for 233.9317 claw-back shares for every 100 Vunani
           shares held by them at the close of trade on the record date and are referred to the table of
           entitlement set out in Annexure 1 to this circular in order to calculate their entitlements. The allocation
           of claw-back shares will be such that only whole numbers of claw-back shares will be issued and
           shareholders will be entitled to rounded numbers of claw-back shares. Fractional entitlements of
           0.5 or greater will be rounded up and less than 0.5 will be rounded down.
           3.3.1 The claw-back rights of certificated shareholders will be credited to an account in electronic
                 form, which will be administered by the transfer secretaries on their behalf. The enclosed form
                 of instruction reflects the number of claw-back shares for which the certificated shareholder
                 concerned is entitled to subscribe. The procedure that the certificated shareholders should
                 follow for the acceptance, sale or renunciation of their claw-back rights is set out in the form
                 of instruction and in paragraph 4 below.
           3.3.2 The claw-back rights of dematerialised shareholders will be credited to their custody
                 accounts by their appointed CSDP or broker in electronic form. Dematerialised shareholders
                 should contact their CSDP or broker in order to ascertain the procedures they need to follow
                 for the acceptance, sale or renunciation of such claw-back rights.
           3.3.3 The letters of allocation to which the form of instruction relates are negotiable and can be
                 traded on the JSE.

     3.4   Excess applications
           All claw-back shares not subscribed for in terms of the claw-back offer will be available for allocation,
           on the same terms and conditions as the claw-back shares allocated to them in terms of the claw-
           back offer, to shareholders who wish to apply for a greater number of claw-back shares than those
           to which they are entitled in terms of the claw-back offer. The claw-back right to apply for additional
           claw-back shares is transferable on renunciation.
           An announcement will be released on SENS on or about Tuesday, 9 March 2010, stating the results
           of the claw-back offer and the basis of allocation of any additional claw-back shares for which
           application is made.
           3.4.1 Allocation of excess applications
                  The pool of claw-back shares, if any, available to meet excess applications will be dealt with
                  as set out below:
                  – if all the claw-back shares taken up in terms of the claw-back offer and the excess
                     applications together are less than or equal to 100% of the number of claw-back shares
                     available, the directors will allocate any or all excess applications in an equitable manner
                     based on the number of shares held by the shareholders just prior to such allocation the
                     number of claw-back shares for which application is made by such applicant; or


14
              – if the claw-back shares taken up in terms of the claw-back offer and the excess applications
                together exceed 100% of the claw-back shares available, the allocation of claw-back
                shares in respect of excess applications will be equitable and will take cognisance of the
                number of Vunani shares held by each applicant prior to such allocation and the number
                of claw-back shares for which application is made by such applicant. This will require a
                beneficial download from State at the record date, with sufficient notice having been given
                thereto. Non-equitable allocations of additional claw-back shares will only be allocated in
                instances where they are used to round holdings up to the nearest multiple of 100 shares.

        3.4.2 Excess applications by certificated shareholders
              Holders of letters of allocation may apply for a greater number of claw-back shares than
              those allocated in terms of the claw-back offer and set out on such letter of allocation.
              Applications for excess claw-back shares by certificated shareholders must be made by
              completing Blocks (7), (8) and (9) (yellow) of the form of instruction in accordance with the
              instructions contained therein.
              All applications for excess claw-back shares must be accompanied by sufficient funds to
              cover such applications in accordance with paragraph 4.1.3 below.
              Cheques and/or the refunding of monies in respect of unsuccessful applications for additional
              claw-back shares by certificated shareholders will be posted to the relevant applicants, at
              their risk, on or about Tuesday, 9 March 2010. No interest will be paid on any monies received
              in respect of unsuccessful applications.

        3.4.3 Excess applications by dematerialised shareholders
              Dematerialised shareholders wishing to apply for excess claw-back shares must instruct
              their CSDP or broker as to the number of excess claw-back shares for which they wish to
              apply, in terms of the agreement between such dematerialised shareholder and his CDSP
              or broker.

  3.5   JSE listings
        The JSE has granted the listings for the claw-back shares and letters of allocation as follows:
        • letters of allocation in respect of 3 136 000 000 claw-back shares will be listed from the
          commencement of trade on Monday, 8 February 2010 until the close of trade on Friday,
          26 January 2010, both days inclusive;
        • 3 136 000 000 claw-back shares will be listed with effect from the commencement of trade on
          Monday, 15 February 2010.


4. PROCEDURE FOR ACCEPTANCE, RENUNCIATION AND SALE OF CLAW-BACK RIGHTS
  4.1   Certificated shareholders
        The claw-back rights of certificated shareholders will be credited to an account in electronic
        form, which will be administered by the transfer secretaries on their behalf. The enclosed form of
        instruction reflects the number of claw-back shares for which the certificated shareholder is entitled
        to subscribe. Any instruction by certificated shareholders to accept, sell or renounce all or part of
        the claw-back offer shares allocated to them may only be made by means of the form of instruction.
        4.1.1 Acceptance
              Full details of the procedure for acceptance of the claw-back offer by certificated shareholders
              are contained in the form of instruction enclosed with this circular. It should be noted that:
              4.1.1.1   acceptances are irrevocable and may not be withdrawn;
              4.1.1.2   acceptances may be made only by means of the form of instruction;
              4.1.1.3   any instruction to sell or renounce all or part of the claw-back rights shares may
                        only be made by means of the form of instruction;




                                                                                                           15
           4.1.1.4   the properly completed form of instruction and a banker’s draft or cheque in ZAR
                     crossed “not transferable” and “or bearer” deleted in payment of the subscription
                     price payable for the relevant claw-back shares must be received by the transfer
                     secretaries at either of the addresses referred to in paragraph 4.1.3.2 by not later
                     than 12:00 on Friday, 5 March 2010. No late postal acceptances will be accepted;
           4.1.1.5   the form of instruction to take up the claw-back rights in question will be regarded
                     as complete only when the cheque or banker’s draft has been cleared for payment;
           4.1.1.6   such payment will constitute an irrevocable acceptance of the claw-back offer
                     upon the terms and conditions set out in this circular and in the form of instruction
                     once the banker’s draft or cheque has been cleared for payment;
           4.1.1.7   if any form of instruction is not received as set out above, the claw-back offer will be
                     deemed to have been declined and the claw-back right to subscribe for the claw-
                     back shares in terms of the form of instruction will lapse regardless of who holds it;
                     and
           4.1.1.8   no acknowledgement of receipt will be given for a cheque or banker’s draft received
                     in respect of the claw-back offer.

     4.1.2 Renunciation or sale of claw-back rights
           4.1.2.1   Vunani has issued the LA’s in dematerialised form and the electronic record for
                     certificated shareholders is being maintained by the transfer secretaries.
           4.1.2.2   The letters of allocation to which the form of instruction relates are negotiable and
                     can be traded on the JSE.
           4.1.2.3   Certificated shareholders who do not wish to subscribe for all, or some of the claw-
                     back shares allocated to them as reflected in the form of instruction, may sell or
                     renounce or lapse their claw-back rights.
           4.1.2.4   In addition, certificated shareholders who wish to sell the claw-back rights allocated
                     to them as reflected in the form of instruction must complete the relevant section
                     of the form of instruction and return it to the transfer secretaries in accordance with
                     the instructions contained therein, to be received by not later than 12:00 on Friday,
                     26 February 2010.
           4.1.2.5   The transfer secretaries will endeavour to procure the sale of the claw-back rights
                     on the JSE on behalf of such certificated shareholders and will remit the proceeds in
                     accordance with the payment instructions reflected in the form of instruction, net of
                     brokerage charges and associated expenses. Neither the transfer secretaries nor
                     the company nor any broker appointed by either of them will have any obligation or
                     be responsible for any loss or damage whatsoever in relation to or arising out of the
                     timing of such sales, the price obtained or any failure to sell such claw-back rights.
                     References in this paragraph to a certificated shareholder include references to
                     the person or persons executing the form of instruction and any person or persons
                     on whose behalf such person or persons executing the form of instruction is/are
                     acting and in the event of more than one person executing the form of instruction,
                     the provisions of this paragraph shall apply to them, jointly and severally.
           4.1.2.6   Certificated shareholders who do not wish to sell the claw-back rights allocated
                     to them as reflected in the form of instruction, and who do not wish to subscribe
                     for the claw-back shares offered in terms of the form of instruction but who wish
                     to renounce their claw-back rights, should complete the relevant section of the
                     form of instruction and return it to the transfer secretaries in accordance with the
                     instructions contained therein, to be received by no later than 12:00 on Friday,
                     5 March 2010.
           4.1.2.7   Certificated shareholders who wish to subscribe for only a portion of the claw-back
                     rights allocated to them must indicate on the form of instruction the number of claw-
                     back shares for which they wish to subscribe.




16
     4.1.2.8    Certificated shareholders wishing to sell their claw-back rights will be liable to pay
                the transfer secretaries an amount of R115 (all inclusive) for trades having a value
                of less than R40 000 and an amount equal to 0.25% of the value of the trade for
                trades with a value of R40 000 or more.
4.1.3 Payment
     4.1.3.1    Currency
                The amount due on acceptance of the claw-back offer is payable in ZAR.
     4.1.3.2    Payment terms
                A banker’s draft drawn on a registered bank or a cheque drawn on a South African
                bank (either of which should be crossed and marked “not transferable” and, in
                the case of a cheque, with the words “or bearer” deleted) in favour of “Vunani
                Limited – Claw-back offer” in respect of the amount due, together with a properly
                completed form of instruction, must be lodged by certificated shareholders and/or
                their renouncees by no later than 12:00 on Friday, 5 March 2010 in accordance with
                the instructions contained in the form of instruction and clearly marked “Vunani
                Limited – Claw-back offer” Vunani shareholders wishing to use electronic payment
                methods must contact the transfer secretaries (telephone number 0861 546572) in
                order to obtain the relevant details.
                By hand to:
                Computershare Investor Services (Proprietary) Limited
                Ground Floor
                70 Marshall Street
                Johannesburg, 2001
                or sent by post, at the risk of the shareholder or renouncee concerned, to:
                Computershare Investor Services (Proprietary) Limited
                PO Box 61763
                Marshalltown
                2107
                All cheques or banker’s drafts received by the transfer secretaries will be
                deposited immediately for payment. In the event that any cheque or banker’s draft
                is dishonoured, Vunani, in its sole discretion, may treat the relevant acceptance
                as void or may tender delivery of the relevant claw-back shares to which it relates
                against payment in cash of the subscription price for such claw-back shares.
                Payments received in respect of an application which is rejected or otherwise
                treated as void by Vunani, or which is otherwise not validly received in accordance
                with the terms stipulated in this paragraph, will be posted by ordinary mail (without
                interest) by way of a cheque drawn in ZAR to the applicant concerned, at the
                applicant’s risk on or about Tuesday, 9 March 2010. If the applicant concerned is
                not a Vunani shareholder and gives no address in the form of instruction, then the
                relevant refund will be held by Vunani with no interest payable to the shareholder
                until collected by the applicant.
     4.1.3.3    Share certificates
                Where applicable, share certificates in respect of claw-back shares will be posted,
                by registered post, by the transfer secretaries, at the risk of the certificated
                shareholders concerned, on or about Monday, 8 March 2010. As Vunani uses the
                “certificated transfer deeds and other temporary documents of title” procedure
                approved by the JSE, only “block” certificates will be issued in respect of claw-
                back shares.
                Certificated shareholders receiving claw-back shares in certificated format must
                note that such shares cannot trade on the JSE until they have been dematerialised.
                This could take between one and ten days.




                                                                                                   17
     4.2   Dematerialised shareholders
           4.2.1 Acceptance, renunciation or sale of claw-back rights
                 The CSDPs or brokers appointed by dematerialised shareholders should contact them to
                 ascertain:
                 – whether the shareholder concerned wishes to follow his claw-back rights in terms of the
                   claw-back offer (in which case CSDPs effect payment on a delivery versus payment basis)
                   and if so, in respect of how many claw-back shares;
                 – whether the shareholder concerned wishes to renounce his claw-back right and if so, in
                   respect of how many claw-back shares;
                 – whether the shareholder concerned wishes to sell those claw-back rights which he/she
                   does not wish to follow or renounce and if so, how many claw-back rights are to be sold.
                 Shareholders not contacted by their CSDPs or brokers should contact them and furnish them
                 with their instruction. Should a CSDP or broker not obtain instructions from a dematerialised
                 shareholder, they are obliged to act in terms of the mandate entered into between them and
                 the dematerialised shareholder, or if the mandate is silent in this regard, not to accept the
                 claw-back rights on behalf of such shareholder.
           4.2.2 Payment
                 The CSDP or broker will effect payment directly on behalf of dematerialised shareholders in
                 respect of claw-back rights followed, in ZAR, on Monday, 8 March 2010 on a delivery versus
                 payment basis. Holders of dematerialised shares who wish to accept the claw-back offer
                 should ensure that the necessary funds are deposited with the relevant CSDP or broker.
           4.2.3 Claw-back shares
                 Dematerialised shareholders’ accounts will be credited with the claw-back shares subscribed
                 for in terms of the claw-back offer, on Monday, 8 March 2010.


5. SUBSCRIPTION AGREEMENT
     Vunani entered into the Subscription Agreement with VG in terms of which VG will subscribe for and be
     issued 3 136 000 000 claw-back shares at an issue price of R0.10 per claw-back share, subject to claw-
     back in terms of the renounceable claw-back offer to Vunani shareholders.
     A liquidity fee of R1 072 500, being the equivalent of 0.342% of the value of the subscription commitment
     is payable to VG and will be settled in cash.
     In terms of the Subscription Agreement, the amount of R313.6 million will be advanced to the company
     on the opening of the claw-back offer. Investec has agreed to fund VG to meet this obligation. As part
     of VG’s funding arrangement with Investec, Investec will hold the 3 136 000 000 claw-back shares as
     security for the funds advanced and will make the claw-back shares available to shareholders who would
     like to follow their rights in terms of the claw-back offer.
     Information relating to the subscriber is set out in Annexure 2 to this circular.
     Minimum subscription
     As the claw-back offer is fully subscribed, no minimum subscription is required.


6. FINANCIAL EFFECTS OF THE CLAW-BACK OFFER
     The table below sets out the unaudited pro forma financial effects of the claw-back offer based on
     the company’s interim results for the six months ended 30 June 2009 and are presented in a manner
     consistent with the format and accounting policies adopted by the company. The unaudited pro forma
     financial effects are presented for illustrative purposes only and because of their nature may not give a fair
     reflection of the company’s financial position after the claw-back offer. It has been assumed for purposes
     of the pro forma financial effects that the claw-back offer took place on 30 June 2009 for balance sheet
     purposes and at 1 January 2009 for income statement purposes. These pro forma financial effects are
     the responsibility of the directors of Vunani.



18
  Vunani’s pro forma consolidated financial information, before and after the claw-back offer, is set out in
  Annexure 3 to this circular.
  The independent reporting accountants’ report on the pro forma financial information is set out in
  Annexure 4 to this circular.
                                                                                Unaudited           Pro forma
                                                                                Before the           After the
                                                                                claw-back           claw-back         Percentage
                                                                 Notes               offer               offer           change
  Basic loss per share (cents)                                          2             (4.24)             (0.19)                95.6
  Diluted loss per share (cents)                                        2             (4.24)             (0.19)                95.6
  Headline loss per share (cents)                                                     (3.18)             (0.09)               103.0
  Diluted headline loss per share (cents)                               2             (3.18)             (0.09)               103.0
  Net asset value per share (cents)                                     3               8.8                9.8                 11.3
  Tangible net asset value per share (cents)                            3                2.4                8.1               242.9
  Issued shares (’000)                                                            1 176 444          4 457 824                278.9
  Weighted average number of shares
  in issue – diluted and undiluted (’000)                                         1 176 444          4 457 824                278.9
  Notes:
  1.   The “Unaudited Before the claw-back offer” column information has been extracted from the company’s unaudited interim
       results for the six months ended 30 June 2009.
  2.   The effects relating to basic loss, diluted loss, headline loss and diluted headline loss per share are based on the following
       assumptions and information:
       –   the claw-back offer and the major terms and conditions pertaining to the debt restructure were effective 1 January 2009; and
       –   adjustments have been made to reflect the benefit (interest saved) derived from the claw-back offer and debt restructure;
           in terms of the “Guide on Pro Forma Financial Information” issued by The South African Institute of Chartered Accountants,
           dated September 2005. Interest savings on the existing financial liabilities amounts to R21.7 million at an average rate of
           12.7%. The basic and diluted loss per share, when taking into account the continuing effects of the claw-back offer would
           amount to 0.70 cent per share . The headline and diluted headline loss per share, when taking into account the continuing
           effects of the claw-back offer would amount to 0.42 cent per share).
       In addition, as contained in the debt restructure agreements, an earn-in fee previously charged, amounting to R26.7 million has
       been reversed. The net result of this reversal is a once-off effect (non-continuing) on the income statement. The above results
       in a total saving before tax of R48.4 million.
  3.   The effects relating to the balance sheet are based on the following assumptions and information:
       –   the claw-back offer was effective 30 June 2009;
       –   the actual number of shares in issue will increase by 3 281 380 000 as a result of the claw-back offer and the issue of
           145 380 000 shares to advisers in settlement of their fees as described in paragraph 40 below;
       –   an amount of R313.6 million was received in terms of the 3 136 000 000 claw-back shares issued which has been used to
           redeem debt. Expenses relating to the claw-back offer amounting to R2.7 million will be paid in cash. The balance of the
           claw-back offer expenses amounting to R14.5 million will be settled through the issue of shares per above;
       –   the share premium account will increase by R310.9 million as a result of the claw-back offer after the write-off of the
           claw-back offer and debt restructure expenses totalling R17.2 million; and
       –   other financial liabilities will decrease by R340.3 million as a result of the debt restructure of R313.6 million and the
           write-back of an earn-in fee of R26.7 million. The write-back of the earn-in fee resulted in an increase in deferred tax of
           R3.7 million and a decrease in the opening accumulated loss of R22.9 million.


7. EXCHANGE CONTROL REGULATIONS
  The following summary is intended only as a guide and is therefore not comprehensive. Vunani
  shareholders who are in any doubt as to the appropriate course of action to take should consult their
  professional advisers.
  The claw-back shares to be issued pursuant to the claw-back offer are not freely transferable from
  South Africa and must be dealt with in terms of the Exchange Control Regulations.
  Vunani shareholders who are not resident in the common monetary area should obtain advice as to
  whether any governmental and/or other legal consent is required and/or whether any other formality must
  be observed to follow their claw-back rights in terms of the claw-back offer.




                                                                                                                                   19
     Non-residents of the common monetary area
     In terms of the Exchange Control Regulations, non-residents, excluding former residents of the common
     monetary area, will be allowed to:
     – take up claw-back rights allocated to them in terms of the claw-back offer;
     – purchase letters of allocation on the JSE;
     – subscribe for claw-back shares arising from letters of allocation purchased on the JSE;
     – purchase excess shares which have been applied for in terms of the claw-back offer,
     provided payment is received through normal banking channels or from a non-resident account.
     In respect of Vunani shareholders taking up their claw-back rights in terms of the claw-back offer:
     – a “non-resident” endorsement will be applied to forms of instruction issued to non-resident certificated
       shareholders; or
     – a “non-resident” annotation will appear in the CSDP or broker’s register for non-resident dematerialised
       shareholders.
     All applications by non-residents for the above purposes must be made through a South African
     authorised dealer in foreign exchange. Shares subsequently rematerialised and issued in dematerialised
     form will be endorsed “non resident”.
     Where claw-back rights are sold on the JSE on behalf of non-residents, the proceeds of such sale are
     freely remittable through an authorised dealer in foreign exchange.
     Former residents of the common monetary area (“emigrants”)
     Where a claw-back right in terms of the claw-back offer falls due to an emigrant, which claw-back right
     is based on shares blocked in terms of Exchange Control Regulations, then only blocked funds may be
     used to:
     – take up claw-back rights allocated to such emigrant in terms of the claw-back offer;
     – purchase letters of allocation on the JSE;
     – subscribe for claw-back shares arising from letters of allocation purchased on the JSE;
     – purchase excess shares which have been applied for in terms of the claw-back offer.
     All applications by emigrants using blocked Rand for the above purposes must be made through a South
     African authorised dealer controlling their blocked assets. Vunani share certificates issued pursuant
     to blocked Rand transactions must be endorsed “non-resident” and placed under the control of the
     authorised dealer through whom the payment was made.
     In respect of Vunani shareholders taking up their claw-back rights in terms of the claw-back offer:
     – a “non-resident” endorsement will be applied to forms of instruction issued to non-resident certificated
       shareholders; or
     – a “non-resident” annotation will appear in the CSDP or broker’s register for non-resident dematerialised
       shareholders.
     Where claw-back rights are sold on the JSE on behalf of emigrants, which claw-back rights are based on
     an investment which is blocked in terms of Exchange Control Regulations, the proceeds of such sales
     will be credited to the blocked Rand accounts of the Vunani shareholders concerned.
     Non-resident and emigrant dematerialised shareholders will have all aspects relating to Exchange
     Control managed by their CSDP or broker.


8. TAX CONSEQUENCES
     Vunani shareholders are advised to consult their professional advisers regarding the tax consequences
     of the claw-back offer.
     The Company will be accountable for any Securities Transfer Tax arising on transfer of claw-back shares.




20
9. JURISDICTION
   The distribution of this circular and/or accompanying documents and/or the transfer of the claw-back
   shares and/or the claw-back rights to subscribe for claw-back shares in jurisdictions, other than South
   Africa, may be restricted by law and failure to comply with any of those restrictions may constitute a
   violation of the laws of any such jurisdiction. Neither this circular nor any form of instruction may be
   regarded as an offer in any jurisdiction in which it is illegal to make such an offer. In those circumstances,
   this circular and any form of instruction are sent for information purposes only.


10. REGISTRATION OF DOCUMENTS
   A copy, in English, of the form of instruction in lieu of a letter of allocation to be issued in relation to the
   claw-back offer has been lodged with and registered by CIPRO in terms of section 146A of the Act.
   The following documents have been lodged with CIPRO in terms of section 145A of the Act:
   – a signed copy of this circular;
   – a copy of the Subscription Agreement;
   – copies of all material agreements referred to in paragraph 43 of this circular;
   – the written consents of the Corporate Adviser and Joint Designated Adviser, independent financial
     adviser, Independent Lead Designated Adviser, legal advisers, transfer secretaries, commercial
     bankers and independent reporting accountants to act in the capacities stated and to their names
     being stated and, where applicable, their reports, being included in the form and context in which they
     appear in this circular;
   – a signed copy of the independent reporting accountants’ report on the pro forma financial information
     relating to the claw-back offer;
   – copies of all documents required and approved by the JSE, including a copy of the letter from the JSE
     confirming its approval of such documents; and

   – where applicable, powers of attorney granted by the directors of Vunani.




                                                                                                                21
PART C: INFORMATION RELATING TO VUNANI


11.   INCORPORATION AND HISTORY
      Vunani was incorporated on 1 December 1997 under the name Azureco 9 (Proprietary) Limited.
      On 11 October 1999, it became a wholly-owned subsidiary of African Harvest Limited and changed its
      name to African Harvest Capital (Proprietary) Limited (“African Harvest Capital”), specialising in BEE
      related investments, corporate advisory services, private equity transactions and trading activities.
      The Vunani group was established following a management buyout on 21 October 2004 by the senior
      executives, Ethan Dube, Butana Khoza and Mark Anderson through Business Venture Investments 855
      (Pty) Limited (Registration number 2004/006502/07) (which changed its name to Vunani Group (Pty)
      Limited on 16 February 2005), of the entire issued share capital of African Harvest Capital.
      Following the management buy-out, African Harvest Capital changed its name to Vunani Capital
      Holdings (Pty) Limited on 16 February 2005 and again to Vunani Limited on 5 November 2007 on which
      date it was converted to a public company.
      The group does not benefit from any Government incentives or from any Government protection.


12.   NATURE OF BUSINESS AND PROSPECTS
      12.1   Nature of business
             Vunani is a majority Black-owned and managed diversified financial services group, which
             operates through two divisions:
             • Financial Services; and
             • Investment Services.
             Financial Services comprise:
             • Asset management;
             • Investment banking; and
             • Property business units.
             Within the abovementioned business units, the following services are provided:
             Asset Management:
             • Fund of hedge funds;
             • Fund of private equity funds;
             • Quantitative fund management;
             • Exchange traded funds; and
             • Private clients.
             Investment Banking:
             • Securities trading and research (Vunani Securities is a registered stockbroker with the JSE
               and is regarded as a full service stockbroker as it provides both equity trading and research
               to its clients);
             • Corporate advisory;
             • JSE sponsor and designated adviser; and
             • Treasury services.




22
             Property:
             • Development;
             • Management; and
             • Investments.
             Investment Services comprise:
             VC houses the investment division of the company through which it acquired BEE-related equity
             stakes in both listed and unlisted companies prior to listing.
             Subsidiaries and associates:
             Details of Vunani’s subsidiaries and investments in associates are set out in Annexure 10 and
             note 8 to Annexure 12 to this circular.
             Business segments:
             Segment revenue and results are set out in note 37 to Annexure 12 to this circular which
             demonstrates the relative contributions to the company by the Financial and Investment Services.
             There have been no material changes in the underlying businesses of the group during the past
             five years.

      12.2   Prospects
             The claw-back offer is predicated on the restructure of R313.6 million of the businesses debt
             together with adequate extensions to short-term debt commitments that assists the group’s
             financial position for the foreseeable future. The recovery in the equity markets experienced since
             March 2009 has had a positive impact on the economy; however the full impact of this recovery
             has not yet been fully felt in the Vunani businesses. Vunani remains committed to deliver on its
             vision to become the pre-eminent medium-sized black-owned and managed financial services
             business. The directors expect trading conditions to remain volatile in the short to medium term
             and will use this as an opportunity to continue to build a platform for the sustainable future growth
             in the core businesses.


13.   CAPITAL STRUCTURE
      13.1   Summary of alterations to the share capital and shares issued in the past three years of
             Vunani and its subsidiaries
             Vunani – information relating to share capital and shares issued
             Share capital at incorporation:
                                                                                                          Rand
             Authorised:
             2 000 000 ordinary shares of 1 cent each                                                    20 000
             99 000 preference shares of 1 cent each                                                        990
                                                                                                         20 990
             Issued:
             626 ordinary shares of 1 cent each                                                               6
             Share premium                                                                               42 034
                                                                                                         42 040

             On 19 May 2005, Vunani issued and allotted the following shares:
             • 10 624 ordinary shares of 1 cent each to VG at par plus an aggregate premium of R9 999 893.76;
             • 3 000 ordinary shares of 1 cent each to ABSA Bank Limited at par plus an aggregate premium
               of R14 664 315.00;
             • 750 ordinary shares of 1 cent each to the previously existing share incentive trust at par
               resulting in a share capital of:


                                                                                                               23
                                                                                                 Rand
     Authorised:
     2 000 000 ordinary shares of 1 cent each                                                   20 000
     99 000 redeemable preference shares of 1 cent each                                            990
                                                                                                20 990
     Issued:
     15 000 ordinary shares of 1 cent each                                                         150
     Share premium                                                                          24 706 243
                                                                                            24 706 393
     On 5 November 2007 the share capital was sub-divided by dividing the shares with a par value of
     1 cent each into shares with a par value of 0.01 cent each, resulting in a share capital as follows:
                                                                                                 Rand
     Authorised:
     200 000 000 ordinary shares of 0.01 cent each                                              20 000
     99 000 redeemable preference shares of 1 cent each                                            990
                                                                                                20 990
     Issued:
     1 500 000 ordinary shares of 0.01 cent each                                                   150
     Treasury shares                                                                                (7)
     Share premium                                                                          24 706 243
                                                                                            24 706 386
     Simultaneously, on 5 November 2007, the authorised share capital was increased by the creation
     of 1 800 000 000 ordinary shares of 0.01 cent each and the issue of the following shares:
     • 993 500 000 ordinary shares of 0.01 cent each at par to VG, ABSA Bank Limited and the
       previously existing share incentive scheme pro rata to their shareholdings in Vunani pursuant
       to a claw-back rights issue; and
     • 7 000 000 ordinary shares of 0.01 cent each at par plus a premium of 99.99 cent per ordinary
       share in terms of a private placement to directors and employees of Exchange Sponsors (Pty)
       Limited, the Designated Adviser at that time, in settlement of the fund raising fees payable by
       Vunani, resulting in a share capital as follows:
                                                                                                 Rand
       Authorised:
       2 000 000 000 ordinary shares of 0.01 cent each                                         200 000
       99 000 redeemable preference shares of 1 cent each                                          990
                                                                                               200 990
       Issued:
       1 002 000 000 ordinary shares of 0.01 cent each                                         100 200
       Treasury shares                                                                              (7)
       Share premium                                                                        24 705 543
                                                                                            24 805 736
       On listing, the company raised R175 million via the issue of 175 000 000 ordinary shares at an
       issue price of R1.00 each, resulting in a share capital as follows:
                                                                                                 Rand
       Authorised:
       2 000 000 000 ordinary shares of 0.01 cent each                                         200 000
       99 000 redeemable preference shares of 1 cent each                                          990
                                                                                               200 990



24
                                                                                                        Rand
   Issued:
   1 177 000 000 ordinary shares of 0.01 cent each                                                  117 700
   Share premium                                                                                197 836 506
                                                                                                197 954 206

Since its listing, the company has issued new ordinary shares as follows:
• 57 250 000 new ordinary shares at an issue price of R1.00 each in terms of the acquisition
  of certain assets previously owned by Exchange Sponsors (Pty) Limited and SME Corporate
  Solutions (Pty) Limited; and
• 114 367 925 new ordinary shares at an issue price of 24.2647 cents each in terms of the
  acquisition of a further 35% interest in Edge Holdings (Proprietary) Limited.
On 22 June 2009, the company increased the authorised share capital from 2 billion ordinary
shares of 0.01 cent each by the creation of 8 billion ordinary shares of 0.01 cent each to 10 billion
ordinary shares of 0.01 cent each.
Taking into account the abovementioned share issues and the amendment to the authorised
share capital, the company’s share capital was amended as follows:
                                                                                                        Rand
Authorised
10 000 000 000 ordinary shares of 0.01 cent each                                                   1 000 000
99 000 redeemable preference shares of 1 cent each                                                       990
                                                                                                   1 000 990
Issued
1 348 617 925 ordinary shares of 0.01 cent each                                                     134 862
Share premium                                                                                   282 820 379
8 055 709 Treasury shares                                                                        (4 936 636)
49 750 000 Treasury shares held by the share incentive scheme*                                       (4 975)
                                                                                                278 013 630
* The 49 750 000 shares held by the share incentive scheme vested on 1 July 2009 and are accordingly now owned by
  the participants.

Save as set out above, there have been no further alterations to the authorised share capital of
the group during the three years preceding the last practicable date.
Securities offered:
Save for the subscription for 175 000 000 shares in terms of the Prospectus issued at the time of
listing of Vunani Limited on 27 November 2007, and the 3 136 000 000 shares to be issued in terms
of the claw-back offer set out in this circular, no other offer has been made for the subscription or
sale of shares by Vunani during the three-year period preceding the last practicable date.
• In terms of the Prospectus, Vunani offered for subscription 175 000 000 ordinary shares at a
  subscription price of R1.00 each to selected private individuals, corporations and institutions
  in terms of a private placement the closing date of which was 21 November 2007.
• The shares offered by Vunani in terms of the claw-back offer will be offered to Vunani
  shareholders in proportion to their holdings in Vunani at the record date at R0.10 per share
  which subscription price represents a discount of 9% to the 30-day VWAP price of 11 cents of
  Vunani shares on 30 June 2009, the date of the Agreement. At the last practicable date, the
  subscription price and the price at which Vunani shares traded is the same.
The proceeds of the offers set out above were not used to acquire any assets.
Securities to be issued to advisers pursuant to the claw-back offer:
A total of 145 380 000 shares are to be issued to advisers at R0.10 per share as set out in
paragraphs 13.7 and 40 below. The issue price of these shares is based on the subscription



                                                                                                             25
            price of the claw-back offer and the shares are being issued in lieu of fees payable for services
            provided and in terms of the Subscription Agreement to Investec for funding the debt restructuring
            of the company.
            Subsidiaries – information relating to share capital and shares issued
            The issued ordinary share capital of the subsidiaries, which was issued at incorporation, is set
            out in Annexure 10 to this circular.

     13.2   Unissued shares
            In terms of a resolution passed at the company’s annual general meeting held on 20 August
            2009, the company’s unissued ordinary shares were placed under the control of its directors until
            its next annual general meeting, subject to the provisions of sections 221 and 222 of the Act and
            the JSE Listings Requirements.

     13.3   Information relating to the share capital and shares
            13.3.1 Ordinary share capital
                    The entire issued ordinary share capital of the company is listed on AltX and the JSE has
                    confirmed its continued listing subsequent to the claw-back offer.
                    All the authorised and issued shares are of the same class and rank pari passu as to
                    rights to dividends, profits and capital, including rights on liquidation and distribution of
                    capital assets.
                    Rights to dividends are set out in paragraph 23 of this circular. There are no preferential
                    rights as to profits or capital or any other rights, including rights on liquidation or
                    distribution of capital assets.
                    In terms of the Articles of Association, the company is prohibited from issuing fractions
                    of its shares.
                    Other than as disclosed in paragraph 5 of this circular, no commission has been paid
                    or is payable in respect of any underwriters or subscribers. No commissions, discounts,
                    brokerage or other special terms have been granted during the past three years pursuant
                    to the issue or sale of any of the company’s securities where this has not been disclosed
                    in any audited annual financial statements.
                    The company may amend the provisions of its Articles of Association relating to the
                    authorised share structure (including a share consolidation, conversion or a share split)
                    by means of a special resolution.
                    Vunani’s shares are not listed on any other stock exchange nor has any application been
                    made for a listing on any stock exchange other than the JSE.
                    Save as detailed above, no other shares have been issued by the company. In terms
                    of a general authority granted to the directors on 5 November 2007 and renewed at the
                    annual general meeting held on 19 June 2008, the company repurchased 8 055 709 of
                    its own shares during May and June 2008 and between September 2008 and December
                    2008, which shares were cancelled and delisted on 27 October 2009.
            13.3.2 Preference share capital
                    The company’s authorised share capital includes 99 000 cumulative redeemable
                    preference shares of 1 cent each, which cumulative redeemable preference shares are
                    not listed nor issued.
                    Annexure 5 to this circular contains the rights and privileges attaching to the unissued
                    preference shares.

     13.4   Variation of rights attaching to shares
            In accordance with the company’s Articles of Association, any variation of rights attaching to its
            ordinary shares will require:




26
             • authorisation in writing by the holders of at least three-quarters of the nominal amount of the
               issued shares of that class; or
             • sanction by resolution passed at a separate general meeting of the holders of the shares of that
               class, to which the provisions of section 199 of the Act (requirements for special resolutions)
               shall apply.

      13.5   Voting rights
             Subject to the provisions of section 195 of the Act and in accordance with the company’s Articles
             of Association, on a show of hands, every member present in person or by proxy (or, if a body
             corporate, duly represented by an authorised representative) and entitled to vote shall have one
             vote and, on a poll, every member present in person or by proxy and entitled to vote shall have
             one vote for every share held.

      13.6   Authorisations relating to shares
             Shareholders, at the annual general meeting held on 20 August 2009, authorised the directors
             as follows:
             • as a general authority, to allot and issue all of the authorised but unissued ordinary shares upon
               such terms and conditions and to such persons as they in their discretion may determine,
               subject to the provisions of sections 221 and 222 of the Act and the JSE Listings Requirements;
             • by way of a general authority, to allot and issue for cash, all or any of the authorised but
               unissued ordinary shares placed under their control as they in their discretion may determine,
               subject to the provisions of the JSE Listings Requirements; and
             • by way of a general authority, to repurchase the company’s shares subject to the provisions of
               the Act and the JSE Listings Requirements.

      13.7   Authorised and issued share capital
             The authorised and issued share capital of the company, before and after the claw-back offer
             of 3 136 000 000 shares and the issue of 145 380 000 shares partly to advisers to offset their
             fees and partly to Investec for the restructuring of debt as detailed in paragraph 40 below and
             reflecting the cancellation of the repurchased shares detailed in paragraph 13.3.1, is set out
             below:
                                                                                                         Rand
             Authorised before and after the claw-back offer
             10 000 000 000 ordinary shares of 0.01 cent each                                       1 000 000
             99 000 redeemable preference shares of 1 cent each                                           990
                                                                                                    1 000 990
             Issued – before the claw-back offer and issue of shares to advisers
             1 348 617 925 ordinary shares of 0.01 cent each (Listed)                                 134 862
             Share premium                                                                        282 815404
             Less: 8 055 709 Treasury shares cancelled                                             (4 936 636)
                                                                                                 278 013 630
             Issued – after the claw-back offer and the issue of shares to advisers
             4 621 942 216 ordinary shares of 0.01 cent each (Listed)                                462 194
             Share premium                                                                       588 445 870
                                                                                                 588 908 064


14.   CONTROLLING AND MAJOR SHAREHOLDERS
      The controlling shareholder is VG. At the last practicable date, shareholders, other than directors, who
      are beneficially interested, directly and indirectly, in 5% or more of the company’s shares and their
      holdings after the claw-back offer (assuming all rights are taken up and taking account of the shares to
      be issued to advisers), are set out below:



                                                                                                              27
                                                                                                           After the subscription
      000’s                                                                                                    assuming no
                                            Before the claw-back              After the claw-back          shareholders take up
                                                    offer                             offer                 the claw-back offer
      Shareholder                            Number                 %         Number                 %       Number         %
                                            of shares         holding        of shares         holding      of shares holding
      ABSA Bank Limited*                      277 597             20.7         277 597               6.0      277 597       6.0
      VG                                      746 250             55.7       3 141 353              53.9    3 882 250      84.0
      *ABSA Bank Limited has advised that it will not follow its rights in terms of the claw-back offer.

      There has been no change in the controlling shareholder since the company’s listing on the JSE.


15.   MATERIAL CONTRACTS, PROMOTERS, SERVICE AND OTHER AGREEMENTS
      Other than the agreements in respect of the acquisition of assets (detailed in paragraph 26 below), the
      Agreement, the Subscription Agreement and the various agreements consequent to the restructuring
      of debt, no other material contracts have been entered into (either verbally or in writing) by the group,
      other than in the ordinary course of business, during the two years preceding the last practicable date.
      These agreements are available for inspection as set out in paragraph 43 below.
      To implement the restructuring, certain existing debt agreements have been amended as set out below
      in order to replace existing guarantees and other security obligations and to facilitate the sustainability
      of Vunani and its subsidiaries. Annexure 6 sets out the company’s debt position at the last practicable
      date and indicates the security provided before and after the claw-back offer.
      1. Addendum, dated 8 December 2009, between The Standard Bank of South Africa Limited (“SBSA”)
         Chartis Life South Africa (”Chartis Life”), Chartis South Africa Limited (“Chartis South Africa”),
         Palawin Investments No. 1 (Pty) Limited (“Palawin”), Northern Ocean Investments 48 (Pty) Limited
         (“Northern Ocean”), VC and Vunani in respect of VC’s acquisition of an equity interest in Edge
         Holding Company (Pty) Limited (“Edge”), amending certain payment dates, cover ratios, covenants
         and service obligations.
      2. Addendum, dated 8 December 2009, entered into between SBSA, VC, Vunani and Vunani
         Properties in respect of VC’s acquisition of an equity interest in JHI Limited, amending the SBSA
         funding agreements in respect of certain payment dates, serviceability, cover ratios and covenants
         concluded between VC and SBSA.
      3. Guarantee, dated 8 December 2009, relating to the relevant agreement between SBSA, Chartis
         Life, Chartis South Africa, Palawin, Northern Ocean, VC and Vunani relating to the replacement
         of existing guarantees in respect of Chartis Life, Chartis South Africa and SBSA in terms of which
         the guaranteed amount will be limited to R15 million plus interest and costs and replacing the
         guarantees issued by VC by a guarantee issued by Vunani and including a Guarantee between
         Chartis Life, Chartis South Africa and Vunani.
      4. Addendum, dated 8 December 2009, entered into between Grincap (Pty) Limited (“Grincap”),
         Southern Palace, VC and Vunani in respect of VC’s acquisition of an equity interest in Edge,
         amending the funding agreements concluded between the parties, by amending certain cover
         ratio covenants, payment dates, serviceability obligations and security arrangements.
      5. Guarantee (Vunani Properties), dated 8 December 2009, entered into between Vunani Properties
         and SBSA in terms of which SBSA retains a R24 million suretyship in favour of Vunani as security for
         its debt.
      6. Guarantee, dated 8 December 2009, entered into between Grincap and VC in terms of which
         Grincap retains a limited recourse guarantee, limited to an amount equal to the aggregate of all
         proceeds received from the sale of the underlying investment.
      7. Guarantee, dated 8 December 2009, entered into between Chartis Life, Chartis South Africa and
         Vunani, securing VC’s obligations under the funding agreements, limited to an aggregate amount
         of R15 million.




28
      8. Investec Addendum, dated 8 December 2009, entered into between Investec, Anchor Park
         Investments 81 (Pty) Limited, Wonderwall Investments 36 (Pty) Limited, Vunani, VC, Vunani
         Properties, Greenstone Hill Office Park (Pty) Limited, Ceder Park Properties 31 (Pty) Limited, Cape
         Garnet Properties 242 (Pty) Limited, relating to VCs equity interest in respect of Brikor Limited
         (“Brikor”), TWP Holdings Limited and PSV Holdings Limited, amending certain payment dates,
         service obligations, cover ratios and covenants.
      9. Guarantee (Investec), dated 8 December 2009, entered into between Investec and Vunani in
         respect of a limited recourse guarantee in the amount of R40 million as security for VC’s obligations
         vis-à-vis Investec.
      10. Gidani Security Cession, dated 8 December 2009, entered into between Investec and Vunani in
          terms of which all proceeds derived from the sale of the Gidani (Pty) Limited shares including all
          dividends are ceded to Investec in secumtatem debitii.
      11. Anchor Park Investments 42 (Pty) Limited (“Ancor Park Investments 42”) Cession and Pledge,
          dated 8 December 2009, entered into between Anchor Park Investments 42 and Investec in terms
          of which the underlying shares held in Brikor are ceded and pledged to Investec in secumtatem
          debitii.
      12. Waterfall Agreement, dated 8 December 2009, entered into between Investec, SBSA, Grincap,
          Chartis Life, Chartis South Africa and Vunani, VC, Vunani Properties and Vunani Securities in terms
          of which the cash flows within Vunani and its subsidiaries is regulated.
      13. Security Release Agreement, dated 8 December 2009, entered into between Investec, SBSA,
          Grincap, Chartis Life, Chartis South Africa, Vunani, VC, Vunani Properties and Vunani Securities
          recording the security position of each lender, pre and post the debt restructure.
      At the last practicable date, the company:
      • had not entered into any promoters’ agreements during the preceding three years;
      • is not subject to any management agreements;
      • had not entered into any agreements relating to the payment of technical, administration or secretarial
        fees nor is it a party to any material restraint of trade agreements, other than set out in this circular,
        or any agreements in terms of the payment of royalties.


16.   LITIGATION
      There are no legal or arbitration proceedings, including proceedings that are pending or threatened, of
      which Vunani is aware, that may have or have had, in the 12-month period preceding the date of this
      circular, a material effect on the financial position of Vunani and its subsidiaries.


17.   PROVISIONS OF THE ARTICLES OF ASSOCIATION
      The relevant provisions of the Articles of Association of the company relating to:
      • the appointment, term of office and qualification of the directors;
      • remuneration of the directors, including any powers enabling directors, in the absence of an
        independent quorum, to vote remuneration (including pension and other benefits) to themselves or
        any members of their board;
      • the power of the directors to vote on a proposal, arrangement or contract in which he is materially
        interested;
      • borrowing powers of the company and its subsidiaries exercisable by the directors and variation of
        such borrowing powers,
      are set out in Annexure 7 to this circular.
      The company’s Articles of Association do not provide for the retirement or non-retirement of directors
      under an age limit.




                                                                                                               29
18.   SHARE INCENTIVE SCHEME
      Save as disclosed in the Share Incentive Scheme, the details of which are set out in Annexure 8 to
      this circular (which details have not changed since included in the company’s Prospectus), there is no
      contract or arrangement, either actual or proposed, whereby any option or preferential right of any kind
      has been or will be given to any person to subscribe for any shares in the group.
      The following provisions of the Share Incentive Schemes may not be altered without shareholder
      approval:
      • category of persons to whom the scheme applies;
      • the aggregate number of securities that may be utilised for the purposes of the scheme;
      • the fixed maximum number of equity securities for any one participant;
      • the amount payable on acceptance and the basis for determining the purchase price; and
      • the voting, dividend, transfer and other rights attaching to scheme shares.


19.   CORPORATE GOVERNANCE
      The group’s corporate governance policy is set out in Annexure 9 to this circular.


20.   SUBSIDIARY COMPANIES
      Details of the subsidiary companies are set out in Annexure 10 to this circular. Details of investments in
      associates are set out in note 8 to Annexure 12 to this circular.


21.   SHARE PRICE HISTORY
      The trading history of the company’s shares since its listing on AltX is set out in Annexure 11 to
      this circular.




30
PART D: FINANCIAL INFORMATION


22.   HISTORICAL FINANCIAL INFORMATION
      The historical financial information of the company (as previously published), which is the responsibility
      of the directors, is set out in Annexure 12 to this circular. Deloitte & Touche, the company’s auditors
      at the time, issued unqualified audit reports in respect of the financial results for the years ended
      31 December 2007 and 31 December 2008.
      As required in terms of the JSE Listings Requirements, there is an incumbent Financial Director and
      the company’s Audit Committee has, in terms of the JSE Listings Requirements, satisfied itself of the
      appropriateness of the expertise and experience of such financial director.


23.   DIVIDENDS
      No dividends have been declared and/or paid by the company since its listing on AltX.
      It remains the directors’ intention to reconsider the dividend policy once the group has achieved mature
      growth as, at this stage, earnings generated will be utilised to reduce borrowings.
      There is no arrangement under which future dividends will be waived or agreed to be waived. There are
      no fixed dates on which entitlement to dividends arise.
      In terms of the Articles of Association of the company:
      • all shares rank equally for dividends;
      • all unclaimed dividends may be invested or otherwise made use of by the directors for the benefit
        of the company until claimed; provided that dividends unclaimed for a period of three years may be
        forfeited by the directors for the benefit of the company;
      • any dividend may be paid wholly or in part by:
        – the distribution of specific assets; or
        – by the issue of paid-up shares; or
        – debentures of the company or of any other company; or
        – in cash; or
        – in any other way which the directors or the company in general meeting may at the time of declaring
          the dividends determine.


24.   ADVANCES, BORROWINGS AND OTHER FINANCIAL LIABILITIES
      At the last practicable date, the group had no authorised or issued loan capital.
      Annexure 6 to this circular sets out the company’s debt position at the last practicable date and takes
      into account the proceeds of the claw-back offer.
      The group does not have any material loans receivable outstanding at the last practicable date.
      The borrowing powers of the company, exercisable by the directors, are set out in Annexure 7 to this
      circular. There are no restrictions on the company’s current borrowing powers.
      The inter-company balances within the group are included in Annexure 10 to this circular.


25.   MATERIAL COMMITMENTS, LEASES AND CONTINGENT LIABILITIES
      25.1   Material commitments
             At the last practicable date, the group had no material commitments relating to any material
             capital expenditure.




                                                                                                             31
      25.2    Leases
              Information relating to the company’s leases is set out in Annexure 13 to this circular.

      24.3    Contingent liabilities
              The group has provided guarantees and sureties to funders of associates in the amount of
              R160 997 000 (2007: R131 819 000). At 31 December 2008 the group did not expect any liability
              to arise on these guarantees and sureties. The potential liability in terms of these guarantees and
              sureties depends on the value of the properties and equities that secure the underlying debt.


26.   FIXED ASSETS ACQUIRED DURING THE PAST THREE YEARS
      During the three years preceding the last practicable date, the group established certain material
      subsidiaries and/or acquired assets, as follows:
      • Various companies have been established to house the various investments of the group – refer
        Annexure 10 to this circular.
      • During the last three years the company acquired and/or subscribed for the following (collectively,
        “the acquisitions”):
        – Agreement dated 20 February 2008 – Assets acquired from Exchange Sponsors (Proprietary)
          Limited and SME Corporate Solutions (Proprietary) Limited (“the corporate finance acquisition”)
             With effect from 1 April 2008, Vunani acquired certain assets owned by Exchange Sponsors
             (Proprietary) Limited and SME Corporate Solutions (Proprietary) Limited and entered into
             partnership agreements with the vendors (W van der Merwe, E Colyn, H Engelbrecht, S Greeff,
             M Degener, M van der Westhuizen, S Barnett, K van As and C van der Knaap) for a maximum
             purchase consideration of R90.75 million with effect from 1 January 2008, settled via R12 million in
             cash and the balance of R57.25 million in Vunani shares at an issue price of R1 each. The shares
             issued in terms thereof were valued at market price at the date of the acquisition. The corporate
             finance acquisition is accounted for as a trading division of VC and details thereof are disclosed
             in the “goodwill” paragraph below. A copy of the agreement is open for inspection as detailed in
             paragraph 43 below.
             Vendor address: 39, 1st Avenue, Hyde Park.
        – Sale of Shares Agreement dated 10 June 2008 – Further stake in Edge Holding Company
          (Proprietary) Limited (“the Edge acquisition”)
             The company acquired, via Vunani Capital, an additional 35% of the entire issued share capital
             of Edge Holding Company (Proprietary) Limited from the vendors (the trustees for the time being
             of the Kirsten Family Trust, the SWP Trust and the Hyde Park Trust and H J Viljoen) for a purchase
             consideration of R96.25 million, discharged in cash and funded by borrowings. This agreement
             provided for a potential additional amount of up to R43.75 million (“the agterskot”) to be paid in cash
             or Vunani shares or a combination of cash and Vunani shares at the purchaser’s election subject
             to a stepped formula relating to the funds under management of Edge growing to R6.8 billion by
             28 February 2009. An additional amount of R27.75 million was accordingly paid in terms of this
             “agterskot” which was settled by the allotment and issue of 114 367 925 Vunani shares at an issue
             price of 24.2647 cents each to the vendors and the transaction was declared unconditional and
             final on 27 July 2009. The value of the stake acquired in terms of this acquisition was at directors’
             valuation. The Edge acquisition will not be accounted for as a subsidiary. A copy of the agreement
             is open for inspection as detailed in paragraph 43 below. The loan to acquire the Edge acquisition
             is detailed in Annexure 6.
             Vendor address: c/o Asset House, Durban Road, Bellville and 10 Forest Avenue, Bishopscourt,
             7708.
        – Subscription and Shareholders Agreement and the Addendum thereto dated 23 December
          2008 – 40% of the issued share capital of Civils 2000 Holdings (Proprietary) Limited (“the Civils
          acquisition”).
             On 9 July 2009, the company, via a SPV owned by Vunani Capital, subscribed for 40% of the
             issued share capital of Civils 2000 Holdings (Proprietary) Limited (“Civils”) which was funded by



32
           Absa Capital Infrastructure Equity Investments, a division of Absa Bank Limited (“Absa”), in terms
           of a Subscription and Shareholders’ Agreement entered into between C S Shapiro, R L Starke
           D J van der Merwe (“the vendors”). The consideration of R25 million was settled by the issue of
           400 000 A shares with a par value of 1 cent each in the share capital of Civils. The value of the
           stake acquired in terms of this acquisition was at directors’ valuation. The Civils acquisition will not
           be accounted for as a subsidiary. A copy of the agreement is open for inspection as detailed in
           paragraph 43 below.
           Vendor address: Unit 9 Tokai Business Park, 13A River Road, Tokai, 7945.
        None of the above assets were purchased by the vendors in the last three years.
        Guarantees, warranties, restrictions and income tax considerations relating to the acquisitions
        No guarantees have been given by any of the vendors pursuant to the book debts and/or other
        assets of the companies concerned.
        Where appropriate, the agreements contain warranties as are normal in respect of transactions of
        this nature.
        Service level and restraint agreements were concluded in respect of the corporate finance acquisition
        and the Civils acquisition. None of the vendors’ agreements preclude them from carrying on business
        in competition with Vunani or its subsidiaries neither do they contain any other restrictions. No cash
        payments have been made in respect of restraints of trade.
        There is no liability or accrued taxation, or any apportionment thereof to the date of acquisition.
        Goodwill
        Goodwill at 31 December 2008 amounted to approximately R75 596 000 and other intangible assets
        at the same date amounted to approximately R10 284 000. The tables below set out the reconciliation
        of goodwill and other intangible assets:
        Reconciliation of goodwill – R’000                                                     2008        2007
        Opening balance                                                                      11 215        6 474
        Purchase of trading divisions                                                        53 876            –
        Additions through business combinations                                              10 505        4 741
                                                                                             75 596      11 215

        Reconciliation of other intangible assets – R’000             Additions       Amortisation         Total
        Value of customer relationships                                   20 569             (10 285)    10 284
        Trading divisions – with effect from 1 April 2008 the corporate finance acquisition was finalised for an
        amount of R69.25 million (as detailed above). The value of the tangible assets acquired in respect
        thereof was R0.56 million.
        Share transfers
        Pursuant to the acquisitions, the various share transfers have taken place and the shares acquired
        and/or issued have been appropriately registered into the names of the relevant holders.
        Promoters/directors beneficial interests in the acquisitions
        None of the directors of Vunani had any beneficial interests, direct or indirect, in the acquisitions.
        No promoter has been involved in the abovementioned acquisitions.


27.   FIXED ASSETS DISPOSED OF DURING THE PAST THREE YEARS
      The group has not disposed of any material securities in or the business undertaking of any other
      company or business enterprise or any immovable property or other property in the nature of a fixed
      asset or any option to acquire such property during the past three years which is considered material.




                                                                                                                33
28.   IMMOVABLE PROPERTY
      Details of investment properties are disclosed in Annexure 14 to this circular and copies of the relevant
      valuations, provided by independent valuers, are available for inspection as set out in paragraph 43
      below.


29.   ADEQUACY OF CAPITAL
      The directors are of the opinion that pursuant to the claw-back offer, the working capital available to the
      company and the group will be sufficient for the group’s present requirements, i.e. for at least the next
      twelve months from the date of issue of this circular, and that the:
      – company and the group will be able, in the ordinary course of business, to pay their debts;
      – assets of the company and the group will be in excess of the liabilities of the company and the group.
        For this purpose, the assets and liabilities should be recognised and measured in accordance with
        the accounting policies used in the latest audited consolidated annual financial statements;
      – share capital and reserves of the company and the group will be adequate for the ordinary business
        purposes;
      – working capital of the company and the group will be adequate for ordinary business purposes.


30.   MATERIAL CHANGES
      The directors report that, other than in the ordinary course of business and in terms of this circular, there
      have been no material changes in the financial or trading position or the assets and liabilities of the group
      between 30 June 2009, the date of the latest unaudited interim report, and the last practicable date.




34
PART E: INFORMATION RELATING TO THE DIRECTORS


31.   DETAILS
      The directors:
      • have been appointed in terms of the Articles of Association of the company (refer Annexure 7 to
        this circular);
      • have confirmed that they are free of any conflict of interest between their duties as directors of the
        company and their private interests;
      • have confirmed that they have the appropriate expertise and experience to manage the company,
      Other than Chipo Evelyn Chimombe-Munyoro, who is German, the directors are South African citizens.

      Executive directors:
      Ethan Gilbert Dube (50) – (Chief Executive Officer), MSc (Statistics), Executive MBA (Sweden)
      Business address: Vunani House Block C, 151 Katherine Street, Sandown, Sandton, 2196
      Ethan has an extensive corporate finance and asset management background which he gained at
      Standard Chartered Merchant Bank, Southern Asset Managers and Infinity Asset Management. Ethan
      was a founder and has been managing director of VC (previously African Harvest Capital) since its
      inception in the late 1990s. He is a director of a number of JSE listed companies.
      William Guy Frawley (Guy) (60) – (Financial Director), CA(SA)
      Business address: Vunani House Block C, 151 Katherine Street, Sandown, Sandton, 2196
      Guy is a Chartered Accountant and his finance and accounting experience extends over twenty-five
      years. He has held a number of senior positions across a wide range of industries in companies such
      as AECI, Carlton Paper and Glass South Africa. He joined Vunani in 2004.
      Butana Mangaliso Khoza (43), B Com, PG, Dip (Accounting), CA(SA)
      Business address: Vunani House Block C, 151 Katherine Street, Sandown, Sandton, 2196
      Butana completed articles with KPMG Inc in 1994 and spent six months in their office in Vancouver,
      Canada. He then joined Southern Asset Management and later transferred to Futuregrowth, then a
      division of Southern Life. He left Southern Life to establish African Harvest Capital with Ethan. Butana
      served in a number of senior executive roles at African Harvest Capital. He is chairman of Vunani
      Securities. From August 2007, Butana assumed responsibility for the development of the Vunani group’s
      alternative asset management products, incorporating the jointly owned Collective Investment Scheme,
      which houses Exchange Traded Fund products among other products and Vunani Private Equity
      Partners (Pty) Limited.
      Neil Mark Anderson (Mark) (49), B Com (Hons), CA(SA)
      Business address: Vunani House Block C, 151 Katherine Street, Sandown, Sandton, 2196
      Having initiated a number of early BEE deals, Mark formed a corporate finance boutique and then
      advised on the formation of African Harvest Limited in 1997. Mark is responsible for VC’s investment
      activities.
      Chipo Evelyn Chimombe-Munyoro (Evelyn) (35), BA LLB, LLM (Commercial law/Maritime law)
      Business address: Vunani House Block C, 151 Katherine Street, Sandown, Sandton, 2196
      Evelyn is an admitted attorney of the High Court of South Africa. She was previously a director and
      partner of Fairbridges Attorneys. Evelyn initially served on the board of Vunani as a non-executive
      director and during 2006 she joined Vunani as an executive director.




                                                                                                           35
      Non-executive directors:
      Wilhelm Christian Ross (Willy) (63) – Non-executive Chairman, CTA, CA(SA)
      Business address: 5 Inanda Greens, Albertyn Avenue, Wierda Valley, 2196
      Willy commenced his merchant banking career in the corporate finance division of the Nedbank Group
      in 1974. He later became involved in project and structured finance and private equity. At the time of
      the Nedbank merger with Nedcor Investment Bank, he was an executive director with responsibility for
      infrastructure, project and structured finance, private equity, risk and legal.
      Dr Bongani Augustine Khumalo (56), MA, AEP, Diploma in Management and MBA (Independent
      non-executive director)
      Business address: Corner Old Pretoria and Allandale Roads, Halfway House, Midrand, 1685
      Bongani is Chairman of Grey Global (SA) and EDS South Africa. He is the immediate past-chairman
      of Transnet Limited. Bongani has served as a Strategic Adviser at the Presidency and is also a former
      Deputy Chief Executive at Eskom. He is presently Professor Extraordinaire (and Chairman) of the
      African Centre for HIV/AIDS Management in the Faculty of Economic and Management Sciences at the
      University of Stellenbosch.
      Nambita Sinazo Mazwi (35), LLB, Dip Company Law, Programme in Business Leadership
      (Independent non-executive director)
      Business address: Block E, Airways Park, Jones Road, OR Tambo International Airport, Kempton Park,
      1627
      Nambita is an admitted attorney of the High Court of South Africa. Her experience spans over a decade
      having worked for the South African Enterprise Development Fund as a Legal Counsel to the CEO.
      Nambita is currently the Corporate Legal Advisor to South African Airways.
      John Russell Macey (47), BCom(Hons)(FinAcc), CA(SA) (Independent non-executive director)
      Business address: Cardiff Castle, Main Street, Kenilworth, 7800
      John spent five years with Deloitte & Touche where he obtained audit, accounting, financial advisory
      and taxation experience. He spent five years as the financial director of Gosair Filter Systems (Pty)
      Limited and also lectured for nine years at the University of Cape Town in financial accounting and
      management accounting.
      Gordon Nzalo (44), BCom, BAcc (Wits), CA(SA) (independent non-executive director)
      Business address: Jeppe Quondam, 79 Boeing Road East, Bedfordview, 2007
      Gordon has extensive experience in risk management, corporate governance, external and internal
      auditing and was previously a partner with both KPMG and PWC. He is a director of a number of
      companies.
      Directors of material subsidiary companies
      The directors of the material subsidiary companies are as follows:
      Company                                        Name of director
      VC                                             E G Dube, N M Anderson and B M Khoza
      Vunani Securities                              E G Dube, B M Khoza, E C Chimombe-Munyoro,
                                                     J J Rossouw and A Judin
      Vunani Properties                              E G Dube, P W Mackenzie and R F Kane
      Vunani Capital Markets (Proprietary) Limited   E G Dube, B M Khoza, W G Frawley and J J Rossouw
      Vector Equities (Proprietary) Limited          E G Dube and B M Khoza

32.   REMUNERATION
      The directors’ remuneration, paid by the company, in respect of the year ended 31 December 2008, is
      set out in note 39 to Annexure 12 to this circular
      There will be no variation in the remuneration receivable by any of the directors as a consequence of
      the claw-back offer.


36
33.   INTERESTS IN THE COMPANY’S SHARES
      The beneficial, direct and indirect interests of the directors and their associates in the company’s shares
      at the last practical date and after the claw-back offer (assuming all claw-back rights are taken up and
      taking account of the shares to be issued to the advisers) are set out below:
                                                At the last practicable date            After the claw-back
                                                         Beneficial                          Beneficial
      Name                                    Direct     Indirect                   Direct Indirect
                                              (000’s)      (000’s)       %          (000’s)     (000’s)   %*
      E G Dube and associates                      –      297 882       22.2                1 253 939     27.1
      B M Khoza and associates                     –      186 126       13.9                  783 500     17.0
      N M Anderson and associates                  –      186 126       13.9                  783 500     17.0
      W G Frawley and associates                            9 950        0.7                   33 233      0.7
      C E Chimombe-Munyoro
      and associates                               –        9 950        0.7                   33 233      0.7
                                                   –      690 034       51.5                2 346 115     62.5
      There was no change in the directors’ interests, before the claw-back offer, between the date of the
      company’s most recent year-end (i.e. 31 December 2008) and the last practicable date.
      In terms of the JSE Listings Requirements, the company’s auditors will hold in trust 50% of the
      shareholding of each director and the Designated Adviser from the date of listing until the publication
      of the audited results for the year ended 31 December 2008, after which 50% may be released and
      the balance one year thereafter and no shares will be released until the JSE has been notified thereof.


34.   INTERESTS IN TRANSACTIONS
      Other than as set out in paragraph 33 of this circular, the directors of the group do not have any
      interest in any transaction, direct or indirect, which is material to the business of Vunani which was
      effected during the current or immediately preceding financial year or during an earlier financial year
      that remains in any respect outstanding or unperformed.


35.   INFORMATION CONTAINED IN THE DIRECTORS’ DECLARATIONS
      All the directors have completed and signed the relevant Director’s Declaration required in terms of
      Section 21 of the JSE Listings Requirements and have confirmed that they have not been:
      • disqualified by any court from acting as a director of a company or from acting in the management
        or conduct of the affairs of any company or been the subject of any public criticisms by statutory or
        regulatory authorities (including recognised professional bodies);
      • convicted of an offence resulting from dishonesty, fraud or embezzlement or convicted in any
        jurisdiction of any criminal offence or any offence under legislation relating to the Act;
      • adjudged bankrupt or insolvent or entered into any individual voluntary compromise arrangements or
        creditors liquidations or been sequestrated in any jurisdiction or been a director of any company or a
        partner of any partnership at the time or within the 12 months preceding any of the following events
        taking place: receiverships, compulsory liquidations, creditors voluntary liquidations, administrations,
        company voluntary arrangements or any composition or arrangement with its creditors generally or
        any class of its creditors; and/or
      • barred from entry into any profession or occupation.
      In addition, the directors have:
      • undertaken to comply with the JSE Listings Requirements and to discharge their duties in ensuring
        such compliance whilst directors; and
      • acknowledged that certain requirements contained in the JSE Listings Requirements affect them
        directly as directors in their personal capacities as well as in their capacities as directors and have
        undertaken to be bound by and to comply with all such requirements whilst they are directors.




                                                                                                              37
36.   OTHER DIRECTORSHIPS/PARTNERSHIPS HELD BY THE DIRECTORS DURING THE PAST FIVE
      YEARS
      Details of all other directorships/partnerships held by the directors during the past five years are set out
      in Annexure 15 to this circular.


37.   PAYMENTS TO DIRECTORS
      At the last practicable date, no payment had been made to any director or any company in which
      he is directly or indirectly interested or of which he is a director (“the associate company”) or to any
      partnership, syndicate or other association of which he is a member (“the associate entity”), in cash,
      securities or otherwise by any person either to induce him to become or qualify him as a director, or
      otherwise for services rendered by him or such associate company or associate entity in connection
      with the formation or promotion of the company.
      Neither Vunani nor any of its subsidiaries made any loans, which are outstanding, or furnished any
      security for the benefit of any director or manager or any associate of any director or manager.
      No amounts have been paid by the company to third parties in lieu of directors’ fees.
      No management, consulting, technical or other fees, directly or indirectly, including payments to
      management companies have been paid to any directors of the company.
      There is no commission, gain or profit-sharing arrangement payable to any of the directors.
      There are no share options or any other right given which has had the same or a similar effect in respect
      of providing a right to subscribe for shares neither have any shares been issued to directors in terms of
      a share purchase or option scheme for employees.


38.   SERVICE CONTRACTS
      There are no service contracts for non-executive directors. The executive directors have service
      contracts with the company terminable upon one month’s written notice. No executive director has a
      fixed term contract. The service contracts contain such terms as are usual for contracts of this nature
      and the terms relating to the remuneration detailed in note 39 to Annexure 12 to this circular.




38
PART F: GENERAL


39.   ADVISERS’ INTERESTS
      Other than as set out below, the advisers, whose particulars are set out in the “Corporate information”
      section of this circular do not hold any shares in the company nor have they agreed to acquire any
      shares in the company:
      The following shares in Vunani are held by the executives of the company’s Joint Corporate and
      Designated Adviser (Vunani Corporate Finance) and are reflected before and after the claw-back offer
      (assuming all rights are taken up and taking account of the shares to be issued to advisers detailed in
      paragraph 13.7 above):
                                                  Before the                       After the
                                               claw-back offer                  claw-back offer
      Name                                   Number          %                Number          %           Name of beneficial
                                            of shares holding                of shares holding            owner
      W P van der Merwe                   38 380 618            2.9       128 191 264             2.8
      SA Madiba Investments
      (Pty) Limited
      (Registration number
      1998/015202/07)                      3 300 000              *        11 022 000               *     W P van der Merwe
      E Colyn                             16 459 750            1.2        54 975 565             1.2
      S J Greeff                           1 810 000              *         6 045 400               *
      J H P Engelbrecht                    2 060 000              *         6 880 400               *
      M C Degener                            435 000              *         1 452 900               *
      M van der Westhuizen                   585 000              *         1 953 900               *
      *Less than 1%


40.   EXPENSES
      Preliminary expenses amounting to R9 million were incurred during the past three years in respect of
      the company’s private placing and listing on AltX.
      At the last practicable date estimated expenses of R17.2 million were provided for in respect of the
      claw-back offer which will be settled out of the proceeds of the claw-back offer. Details of the expenses
      are as follows:
                                                                                                                          Rand
      Joint corporate advisory and Designated Adviser fees – Vunani Corporate Finance                                    75 000
      Independent financial advisory fees – Rand Merchant Bank – to be settled by
      the issue of 51 300 000 Vunani shares (note 1)                                                                 5 130 000
      Independent Lead Designated Adviser fees – Grindrod Bank Limited                                                 250 000
      Independent reporting accountants’ fees                                                                           75 000
      Legal fees – Fluxmans Inc.                                                                                        65 000
      Legal fees – Edward Nathan Sonnenbergs                                                                           700 000
      Transfer secretaries fees – Computershare Investor Services (Proprietary) Limited                                 50 000
      Printing costs – Ince (Pty) Ltd                                                                                   90 000
      Documentation inspection fees (JSE)                                                                               38 434
      Listing fees (JSE)                                                                                               108 186
      Contingency for other costs (e.g. Strate, postage, CIPRO, etc)                                                   100 000
      Debt restructuring fee – Investec – to be settled by the issue of
      94 080 000 Vunani shares (note 1)                                                                              9 408 000
      Liquidity fee VG – 0.342%                                                                                      1 072 500
      Other                                                                                                             75 000
                                                                                                                   17 237 120
      Note 1: These shares are to be issued in terms of the general authority given to the directors at the company’s annual general
              meeting held on 20 August 2009 to issue shares for cash in terms of paragraph 5.52 of the JSE Listings Requirements.




                                                                                                                                39
41.   CONSENTS
      Each of the company’s advisers, namely its Joint Corporate and Designated Adviser, independent
      financial adviser, Independent Lead Designated Adviser, legal advisers, transfer secretaries, commercial
      bankers and independent reporting accountants have consented in writing to act in the capacities
      stated and to their names appearing in this circular and have undertaken not to withdraw such consent
      prior to the issue of this circular.
      The independent reporting accountants have given and have not withdrawn their consent to the
      inclusion of their report in the form and context in which it is included in this circular.


42.   DIRECTORS’ RESPONSIBILITY
      The directors of Vunani, whose names appear in the “Corporate information” section of this circular,
      collectively and individually, accept full responsibility for the accuracy of the information given in this
      circular and certify that to the best of their knowledge and belief there are no facts that have been
      omitted which would make any statement false or misleading, and that all reasonable enquiries to
      ascertain such facts have been made and that this circular contains all the information required by law
      and the JSE Listings Requirements.


43.   DOCUMENTS AVAILABLE FOR INSPECTION
      The following documents, or copies thereof, will be available for inspection during normal business
      hours at the company’s registered office, from the date of issue of this circular, up to and including
      Friday, 5 March 2010:
      – the memoranda and articles of association of Vunani and its subsidiaries;
      – the audited financial statements for the fifteen months ended 31 December 2006, the year ended
        31 December 2007 and the year ended 31 December 2008;
      – the unaudited interim financial statements for period ended 30 June 2009;
      – all material contracts referred to in paragraphs 15 and 26 of this circular;
      – the independent reporting accountants’ report on the pro forma financial information, the text of
        which is included in this circular as Annexure 4;
      – this circular, signed by or on behalf of the directors and the form of instruction, registered by CIPRO;
      – directors’ service contracts;
      – the advisers’ letters of consent;
      – all valuation reports provided by independent valuers; and
      – powers of attorney.




40
SIGNED AT SANDTON ON 25 JANUARY 2010 ON HIS OWN BEHALF AND ON BEHALF OF ALL THE OTHER
DIRECTORS OF THE COMPANY, HE BEING DULY AUTHORISED THERETO IN TERMS OF POWERS OF
ATTORNEY GRANTED TO HIM BY SUCH OTHER DIRECTORS.



_______________________________
E G DUBE
In his capacity as Director



________________________
For: William Guy Frawley, a director, herein represented by Ethan Gilbert Dube under and in terms of a
      power of attorney executed on 3 December 2009



________________________
For: Butana Mangaliso Khoza, a director, herein represented by Ethan Gilbert Dube under and in terms of
      a power of attorney executed on 3 December 2009



________________________
For: Neil Mark Anderson, a director, herein represented by Ethan Gilbert Dube under and in terms of a
      power of attorney executed on 8 December 2009



________________________
For: Chipo Evelyn Chimombe-Munyoro, a director, herein represented by Ethan Gilbert Dube under and in
      terms of a power of attorney executed on 3 December 2009



________________________
For: Wilhelm Christian Ross, a director, herein represented by Ethan Gilbert Dube under and in terms of a
      power of attorney executed on 3 December 2009



________________________
For: Dr Bongani Augustine Khumalo, a director, herein represented by Ethan Gilbert Dube under and in
      terms of a power of attorney executed on 8 December 2009



________________________
For: Nambita Sinazo Mazwi, a director, herein represented by Ethan Gilbert Dube under and in terms of a
      power of attorney executed on 4 December 2009



________________________
For: John Russell Macey, a director, herein represented by Ethan Gilbert Dube under and in terms of a
      power of attorney executed on 4 December 2009



________________________
For: Gordon Nzalo, a director, herein represented by Ethan Gilbert Dube under and in terms of a power of
      attorney executed on 3 December 2009




                                                                                                      41
                                                                                            ANNEXURE 1


TABLE OF ENTITLEMENT


The rounded number of claw-back shares to which a claw-back participant will become entitled will be as
follows:

                 Number of                              Number of                             Number of
                  claw-back                              claw-back                             claw-back
Number of          shares to            Number of         shares to          Number of          shares to
existing             which a              existing          which a            existing           which a
ordinary          claw-back              ordinary        claw-back            ordinary         claw-back
shares           participant               shares       participant             shares        participant
held              is entitled                 held       is entitled               held        is entitled
1                          2                    35               82                  69              161
2                          5                    36               84                  70              164
3                          7                    37               87                  71              166
4                          9                    38               89                  72              168
5                         12                    39               91                  73              171
6                         14                    40               94                  74              173
7                         16                    41               96                  75              175
8                         19                    42               98                  76              178
9                         21                    43              101                  77              180
10                        23                    44              103                  78              182
11                        26                    45              105                  79              185
12                        28                    46              108                  80              187
13                        30                    47              111                  81              189
14                        33                    48              111                  82              192
15                        35                    49              115                  83              194
16                        37                    50              117                  84              194
17                        40                    51              119                  85              199
18                        42                    52              122                  86              201
19                        44                    53              124                  87              204
20                        47                    54              126                  88              206
21                        49                    55              129                  89              208
22                        51                    56              131                  90              211
23                        54                    57              133                  91              213
24                        56                    58              136                  92              215
25                        58                    59              138                  93              218
26                        61                    60              140                  94              220
27                        63                    61              143                  95              222
28                        66                    62              145                  96              225
29                        68                    63              147                  97              227
30                        70                    64              150                  98              229
31                        73                    65              152                  99              232
32                        75                    66              154                 100              234
33                        77                    67              157               1 000            2 339
34                        80                    68              159              10 000           23 393




42
                                                                                       ANNEXURE 2


INFORMATION RELATING TO THE SUBSCRIBER


The following information relating to the subscriber is disclosed in accordance with the JSE Listings
Requirements:
Company name:                 VG
Registration number:          2004/006502/07
Date of incorporation:        9 March 2004
Place of Incorporation:       RSA
Directors:                    B M Khoza, E C Chimombe-Munyoro, E G Dube and N M Anderson
Company Secretary:            W G Frawley
Bankers:                      ABSA Bank Limited
Authorised share capital:     1 000 000 ordinary shares of R0.01 each
Issued share capital:         683 330 ordinary shares of R0.01 each




                                                                                                  43
                                                                                             ANNEXURE 3


PRO FORMA CONSOLIDATED FINANCIAL INFORMATION, BEFORE AND AFTER THE
CLAW-BACK OFFER


The unaudited pro forma consolidated balance sheet and income statement for the six months ended
30 June 2009, before and after the claw-back offer, and presented in a manner consistent with the format
and accounting policies adopted by the company, are set out below. The unaudited pro forma financial
information is the responsibility of the directors of Vunani and has been prepared for illustrative purposes
only, in order to provide information about the financial position and results of Vunani assuming that the
claw-back offer had been implemented at 30 June 2009 for balance sheet purposes and with effect from
1 January 2009 for income statement purposes. Due to its nature, the pro forma financial information may
not give a fair reflection of the company’s financial position and results of operations subsequent to the
renounceable claw-back offer.




44
Pro forma consolidated balance sheet
                                                                                   Pro forma
                                                       Unaudited                    After the
                                                         30 June                   claw-back
                                                            2009    Adjustments         offer
                                                           R’000          R’000        R’000
ASSETS
Non-current assets
Investment property                                      793 078                     793 078
Property and equipment                                     8 065                       8 065
Goodwill                                                  75 948                      75 948
Investment in associates                                 192 862                     192 862
Other investments                                        614 535                     614 535
Deferred tax                                              59 602                      59 602
Other non-current asset                                    2 556                       2 556
Other intangible assets                                    5 142                       5 142
                                                       1 751 788                   1 751 788
Current assets
Inventory                                                  8 362                       8 362
Trade and other receivables                                7 258                       7 258
Accounts receivable from trading activities              196 861                     196 861
Trading securities                                           854                         854
Cash and cash equivalents                                  5 910         (2 699)       3 211
                                                         219 245         (2 699)     216 546
Total assets                                           1 971 033         (2 699)   1 968 334
EQUITY
Equity attributable to equity holders of the company     103 785        333 859      437 644
Share capital and premium                                250 263        310 901      561 164
Reserves                                                 128 312                     128 312
Accumulated (loss)/retained earnings                    (274 790)        22 958     (251 832)
Minority interests                                        89 755                      89 755
Total equity                                             193 540        310 901      310 901
LIABILITIES
Non-current liabilities
Other financial liabilities                            1 476 681       (340 295)   1 136 386
Deferred tax                                              44 874          3 737       48 611
                                                       1 521 555       (336 558)   1 184 997
Current liabilities                                      255 938                     255 938
Receiver of Revenue                                        6 999                       6 999
Trade and other payables                                  63 606                      63 606
Accounts payable from trading activities                 185 333                     185 333
Total liabilities                                      1 177 493       (336 558)   1 440 935
Total equity and liabilities                           1 971 033         (2 699)   1 968 334
Shares in issue at year-end (‘000)                     1 176 444      3 281 380    4 457 824
Net asset value per share (cents)                             8.8                         9.8
Net tangible asset value per share (cents)                    2.4                         8.1




                                                                                            45
Notes:
1.   The “Unaudited Before the claw-back offer” column information has been extracted from the company’s unaudited interim results
     for the six months ended 30 June 2009.
2.   The effects relating to the balance sheet are based on the following assumptions and information:
     –   the claw-back offer was effective 30 June 2009;
     –   the actual number of shares in issue will increase by 3 281 380 000 as a result of the claw-back offer and the issue of 145 380 000
         shares to advisers in settlement of their fees as described in paragraph 40 of this circular;
     –   an amount of R313.6 million was received in terms of the 3 136 000 000 claw-back shares issued which has been used to
         redeem debt. Expenses relating to the claw-back offer amounting to R2.7 million will be paid in cash. The balance of the
         claw-back offer expenses amounting to R14.5 million will be settled through the issue of new ordinary shares to advisers
         per above;
     –   the share premium account will increase by R310.9 million as a result of the claw-back offer after the write-off of the claw-back
         offer and debt restructure expenses totalling R17.2 million; and
     other financial liabilities will decrease by R340.3 million as a result of the debt restructure of R313.6 million and the write back of an
     earn in fee of R26.7 million. The write back of the earn in fee resulted in an increase in deferred tax of R3.7 million and a decrease
     in the opening accumulated loss of R22.9 million.




46
Pro forma consolidated income statement
                                                                                  Pro forma
                                                      Unaudited                    After the
                                                        30 June                   claw-back
                                                           2009    Adjustments         offer
                                                          R’000          R’000        R’000
Revenue                                                  74 785                      74 785
Other income                                             14 399         26 695       41 094
Cost of property developments sold                      (18 032)                    (18 032)
Operating expenses                                      (57 249)                    (57 249)
Operating profit                                         13 903         26 695       40 598
Investment revenue                                        8 533                       8 533
Fair value adjustments                                   (9 132)                     (9 132)
Income from associates (before tax)                       6 952                       6 952
Finance cost                                           (108 001)        21 675      (86 326)
Net loss before tax                                     (87 745)        48 370      (39 375)
Taxation                                                 32 900         (6 772)      26 128
Net loss for the period                                 (54 845)        41 598      (13 247)
Net loss for the period                                 (54 845)        41 598      (13 247)
Other comprehensive income                                    –                           –
Total comprehensive loss net of tax for the period      (54 845)        41 598      (13 247)
Loss or profit attributable to:
Equity holders of Vunani Limited                        (49 872)        41 598        (8 274)
Minority interest                                        (4 973)                      (4 973)
                                                        (54 845)        41 598      (13 247)
Total comprehensive loss or profit attributable to:
Equity holders of Vunani Limited                        (49 872)        41 598        (8 274)
Minority interest                                        (4 973)                      (4 973)
                                                        (54 845)        41 598      (13 247)
Headline (loss)/earnings
(Loss)/Earnings as above                                (49 872)        41 598        (8 274)
Adjust for:
Revaluation of investment property
– Gross revaluation                                      27 000                      27 000
– Deferred tax on revaluation                            (3 780)                     (3 780)
– Outside shareholders’ interest in revaluation         (14 128)                    (14 128)
Disposals of investment property
– Profit on disposal                                         27                           27
– Capital Gains Tax                                          (4)                          (4)
– Outside shareholders’ interest in revaluation             (11)                         (11)
Loss on disposal of associates                            3 367                       3 367
Headline earnings                                       (37 401)        41 598        4 197
Weighted average number of shares in issue
– diluted and undiluted (’000)                        1 176 444      3 281 380    4 457 824
Basic loss per share (cents)                              (4.24)                      (0.19)
Diluted loss per share (cents)                            (4.24)                      (0.19)
Headline loss per share (cents)                           (3.18)                      (0.09)
Diluted headline loss per share (cents)                   (3.18)                      (0.09)




                                                                                           47
Notes:
1.   The “Unaudited Before the claw-back offer” column information has been extracted from the company’s unaudited interim results
     for the six months ended 30 June 2009.
2.   The effects relating to basic loss, diluted loss, headline loss and diluted headline loss per share are based on the following
     assumptions and information:
     –   the renounceable claw-back offer and the major terms and conditions pertaining to the debt restructure were effective
         1 January 2009; and
     –   adjustments have been made to reflect the benefit (interest saved) derived from the claw-back offer and debt restructure; in
         terms of the “Guide on Pro Forma Financial Information” issued by The South African Institute of Chartered Accountants, dated
         September 2005. Interest savings on the existing financial liabilities amounts to R21.7 million at an average rate of 12.7%.
         The basic and diluted loss per share, when taking into account the continuing effects of the claw-back offer would amount to
         0.70 cent per share. The headline and diluted headline loss per share, when taking into account the continuing effects of the
         claw-back offer would amount to 0.42 cent per share.
     In addition, as contained in the debt restructure agreements, an earn-in fee previously charged, amounting to R26.7 million has
     been reversed. The net results of this reversal is a once off effect (non-continuing) on the income statement. The above results in
     a total saving before tax of R48.4 million.




48
                                                                                                ANNEXURE 4


INDEPENDENT REPORTING ACCOUNTANTS’ REPORT ON THE PRO FORMA
CONSOLIDATED FINANCIAL INFORMATION RELATING TO THE CLAW-BACK OFFER


“The Directors
Vunani Limited
PO Box 652419
Benmore
2010
                                                                                            9 December 2009

Dear Sirs

INDEPENDENT REPORTING ACCOUNTANTS’ LIMITED ASSURANCE REPORT ON THE PRO FORMA
FINANCIAL INFORMATION OF VUNANI LIMITED (“VUNANI”)

INTRODUCTION
We have performed our limited assurance engagement in respect of the pro forma financial effects as set
out in paragraph 6 and the pro forma balance sheet and income statement set out in Annexure 3 (“pro forma
financial information’), to the circular to be dated on or about 15 February 2010 (“the circular”) to be issued
to Vunani ordinary shareholders in connection with the claw-back offer of 3 136 000 000 new ordinary shares
of 0.01 cent each in the ordinary share capital of Vunani at a subscription price of R0.10 per new ordinary
share, in the ratio of 233.9317 claw-back shares for every 100 ordinary shares held in Vunani at the close
of business on the record date (“the renounceable claw-back offer”), which is the subject of the circular, to
which this report is attached.
The pro forma financial information has been compiled from the unadjusted unaudited interim financial results
of Vunani for the six months ended 30 June 2009 and has been prepared in accordance with the JSE Limited
(“JSE”) Listings Requirements, for illustrative purposes only, to provide information about how the claw-
back offer might have affected the reported financial information presented, had the claw-back offer been
undertaken at the commencement of the period in respect of the pro forma income statement or at the date
of the pro forma balance sheet financial information being reported on. Because of its nature, the unaudited
pro forma financial information may not fairly present the financial position of Vunani.

DIRECTORS’ RESPONSIBILITIES
The directors are responsible for the compilation, contents and presentation of the pro forma financial
information contained in the circular and for the financial information from which it has been prepared. Their
responsibility includes determining that:
• the pro forma financial information has been properly compiled on the basis stated;
• the basis is consistent with the accounting policies of Vunani;
• the pro forma adjustments are appropriate for the purposes of the pro forma financial information disclosed
  in terms of the JSE Listings Requirements.


REPORTING ACCOUNTANTS’ RESPONSIBILITY
Our responsibility is to express our limited assurance conclusion on the pro forma financial information
included in the circular. We conducted our assurance engagement in accordance with the International
Standard on Assurance Engagements applicable to Assurance Engagements Other Than Audits or Reviews
of Historical Financial Information and the Guide on Pro Forma Financial Information issued by SAICA. This
standard requires us to obtain sufficient appropriate evidence on which to base our conclusion.




                                                                                                            49
We do not accept any responsibility for any reports previously given by us on any financial information used
in the compilation of the pro forma financial information, beyond that owed to those to whom those reports
were addressed by us at the dates of their issue.


SOURCES OF INFORMATION AND SCOPE OF WORK PERFORMED
Our procedures consisted primarily of comparing the unadjusted, unaudited, interim financial information with
the source documents, considering the pro forma adjustments in light of the accounting policies of Vunani,
considering the evidence supporting the pro forma adjustments and discussing the adjusted pro forma
financial information with the directors of Vunani in respect of the claw-back offer.
In arriving at our conclusion, we have relied upon financial information prepared by the directors of Vunani
and other information from various public, financial and industry sources.
While our work performed has involved an analysis of the published unadjusted unaudited interim financial
information and other information provided to us, our assurance engagement does not constitute an audit or
review of any of the underlying financial information conducted in accordance with International Standards
on Auditing or International Standards on Review Engagements and, accordingly, we do not express an audit
or review opinion.
In a limited assurance engagement, the evidence-gathering procedures are more limited than for a
reasonable assurance engagement and therefore less assurance is obtained than in a reasonable assurance
engagement. We believe our evidence obtained is sufficient and appropriate to provide a basis for our
conclusion.


CONCLUSION
Based on our examination of the evidence obtained, nothing has come to our attention, which causes us to
believe that, in terms of paragraphs 8.17 and 8.30 of the JSE Listings Requirements:
•    the pro forma financial information has not been properly compiled on the basis stated;
•    such basis is inconsistent with the accounting policies of Vunani;
•    the adjustments are not appropriate for the purposes of the pro forma financial information as disclosed.


CONSENT
This report on the pro forma financial information relating to the renounceable claw-back offer is included in
the circular solely for the information of the shareholders of Vunani. We consent to the inclusion of this report
on the pro forma financial information and the references thereto, in the circular in the form and context in
which they appear.


Yours faithfully


KPMG Inc
Registered Auditors”
Per G PARKER
Director

KPMG Crescent
85 Empire Road’
Parktown, 2193
(Private Bag 9, Parkview, 2122)”




50
                                                                                                  ANNEXURE 5


RIGHTS AND PRIVILEGES ATTACHING TO THE PREFERENCE SHARES


“RIGHTS ATTACHING TO REDEEMABLE PREFERENCE SHARES
177.1   The holders of the cumulative redeemable variable rate preference (“the preference shares”) shall be
        entitled in priority to any payment of dividend on any other class of shares to a preferential dividend
        at such rate as the directors shall determine at the date upon which those preference shares are
        issued, provided that the directors may issue such preference shares in series, each series having a
        different rate of preferential dividend attaching thereto.

177.2   The preferential dividend referred to in 177.1 shall be declared by the directors out of profits of the
        company and, unless provided otherwise by the directors in the conditions of issue of the preference
        shares, paid half-yearly on 30 June and 31 December in every year in respect of the half-years
        ending on those dated, the first payment to be made on 31 December or 30 June next following
        the date of which any preference shares are issued. Subject thereto and to any special rights which
        may be attached to any other class of shares, the profits of the company available for dividend and
        resolved to be distributed shall be distributed by way of dividend among the holders of the ordinary
        shares.

177.3   On a return of assets on liquidation or otherwise the assets of the company available for distribution
        among the members shall be applied first in repaying to the holders of the preference shares the par
        value of each preference share together with a premium payable out of the share premium account
        of the company equal to the share premium at which each preference share was issued and any
        arrears or deficiency of the dividend thereon, to be calculated down to the date of the return of
        capital and to be payable irrespective of whether or not such dividend has been declared or earned.
        Save as aforesaid, the preference shares shall not be entitled to any further participation in the profits
        or assets of the company.

177.4   Any series of preference shares issued by the directors may be redeemable in whole or in part
        subject to such terms as are fixed by the directors on issue thereof.

177.5   There shall be paid on each preference share redeemed the amount paid up thereon together with
        a premium payable out of the share premium account of the company equal to the share premium
        at which the preference share was issued and any arrears or deficiency of the dividend thereon to
        be calculated down to the date fixed for redemption and to be payable irrespective of whether or not
        such dividend has been declared or earned.

177.6   As from the date fixed for redemption of any preference shares, dividend shall cease to accrue on
        the shares, except on any such share in respect of which, upon due presentation of the certificate
        relating thereto, payment of the money due at such redemption shall not be made. In any case,
        where only some of the shares represented by the certificate are redeemed, a new certificate for the
        balance shall be issued. No redemption monies shall bear interest against the company.

177.7   Notwithstanding anything to the contrary contained in the aforegoing, the company shall be entitled
        by agreement with any holder of any preference shares to redeem such shares at a premium and at
        a date agreed upon with the holder thereof, provided that any preference shares so re-issued may
        be re-issued at such premium upon such terms and conditions as the directors may determine.

177.8   The voting rights of the preference shares shall be suspended except that they shall be fully operative:
        177.8.1   During such period as the preferential dividend or any part thereof remains in arrear and
                  unpaid, such period starting from the one hundred and eighty second day after the due
                  date for the dividend, provided that for this purpose the dividend shall be deemed to be
                  payable half-yearly on 31 December and 30 June in each year or as determined in the
                  conditions of issue; or



                                                                                                               51
        177.8.2    In regard to any resolution proposed:
                   177.8.2.1 which directly affect any of the rights attached to such preference shares or the
                             interests of the holders thereof;
                   177.8.2.2 for the winding up or judicial management of the company;
                   177.8.2.3 for the reduction of its paid up capital or its share premium account below the
                             amount required to repay the premium on the redemption of the preference
                             shares.

177.9   The voting rights attached to the preference shares shall be on a show of hands one vote only and
        on a poll one vote in respect of each preference share held provided that if the company’s ordinary
        shares are sub-divided or consolidated an appropriate and simultaneous adjustment shall be made
        to the voting rights of the preference shares.

177.10 No further securities ranking in priority to, or pari passu with, existing preference shares, of any
       class, shall be created or issued without the consent in writing of the holders of 75% of the existing
       preference shares of such class, or the sanction of a resolution of the holders of such class of
       preference shares, passed at a separate general meeting of such holders, at which preference
       shareholders holding in aggregate not less than ¼ of the total votes of all the preference shareholders
       holding securities in that class entitled to vote at that meeting, are present in person or by proxy, and
       the resolution has been passed by not less than ¾ of the total votes to which the members of that
       class, present in person or by proxy, are entitled.

177.11 A preference shareholder shall, on the basis of the provisions set out in section 195(4)(b) of the Act,
       be entitled to that proportion of the total votes in the company which the aggregate amount of the
       nominal value of the preference shares held by him bears to the aggregate amount of the nominal
       value of all shares issued by the company; provided that if at a general meeting the aggregate votes
       exercisable by all the preference shareholders present or represented at the meeting exceed 25%
       less one vote of the total votes exercisable by all members present or represented at that meeting, a
       preference shareholder shall be entitled to the aforesaid proportion of the total votes at that meeting
       in respect of one-quarter only of his preference shares and, in respect of the other three-quarters,
       such lower proportion as will result in the total number of votes exercisable by all the preference
       shareholders being reduced to 25% less one vote of the aggregate votes exercisable at the meeting
       concerned.”




52
                                                                                          ANNEXURE 6


SCHEDULE OF RESTRUCTURED DEBT AT THE LAST PRACTICABLE DATE


                                                                     Security     Security
Lender, interest rate,                                              provided     provided
security and payment                       Actual       Settled        by the       by the
terms of debt                                loan      in terms        group        group
subject to the                            balance         of the          pre        post         Ref to
debt restructure                                at   claw-back     claw-back    claw-back     para 15 of
(pre claw-back offer)            Notes 31.12.2008          offer        offer        offer      circular
All figures in R’000
INVESTEC                                  696 220*    313 600*       565 104      291 500
Term loan to Anchor Park        18/19 9   130 187*                   153 604                         6/7
Investments 42 (Pty) Ltd,
due in October 2011,
attracting interest at prime
with a profit participation
of 30% and secured by the
investment in Brikor Ltd.
Term loan to Wonderwall          18/19     40 984*                         –        40 000           6/7
Investments 36 (Pty) Ltd,                                                              and
the first repayment being due                                                    proceeds
in October 2011, attracting                                                       from the
interest at prime less 0.5%                                                      holding of
and secured by the                                                              the Gidani
investment in PSV Holdings                                                          shares
Ltd (“PSV”).
Term loan to Anchor Park     10/18/19     343 445*                   160 000                         6/7
Investments 81 (Pty) Ltd,                                                and
due in October 2011,                                                proceeds
attracting interest at prime                                         from the
less 1% with a profit                                                 holding
participation of 35% and                                            of Gidani
secured by the investment                                              shares
in TWP Holdings Ltd (“TWP”).
Mortgage bond over                  17     140 669                   135 000      135 000             7
Athol Ridge Office Park in
Vunani Properties with
interest fixed for two
years at 13.56%.
Three-year term loan at                     1 292*                     1,500         1,500
prime less 1% and
secured by Unit 5B,
The Stables, Linbro Park
Ext 38.




                                                                                                      53
                                                                     Security     Security
Lender, interest rate,                                              provided     provided
security and payment                       Actual       Settled        by the       by the
terms of debt                                loan      in terms        group        group
subject to the                            balance         of the          pre        post        Ref to
debt restructure                                at   claw-back     claw-back    claw-back    para 15 of
(pre claw-back offer)            Notes 31.12.2008          offer        offer        offer     circular
All figures in R’000
Mortgage bond for two                       21 610                   100 000       35 000
years over developments
in Greenstone Hill Office
Park (Pty) Ltd with interest
at prime less 1.5% and
secured by those
developments and a
limited suretyship from
Vunani and other
non-related parties.
Mortgage bond over                         18 033*                    15 000       15 000
land and buildings in
Cedar Park Properties 31
(Pty) Ltd with interest
fixed for two years
at 10.15%.
SBSA                                      388 932             –      239 902      162 015
Five-year term loan to               9      6 506*
Pacific Heights
Investment 118 (Pty) Ltd
(“Pacific Heights”), due
in October 2012, with 90%
of the loan attracting
interest at 11.74% and
the balance of the loan
at a floating rate of prime
less 1.5% and secured
by the investment in
Redefine Income Fund Ltd
(“Redefine”).
Five-year cumulative           11/25/29    40 465*                    40 000            –       1/4/6/7
redeemable preference
shares in Northern Ocean
50% redeemable in 2012
and 50% in 2013, with
interest at 90% of prime
and secured by the
investment in Edge.




54
                                                                    Security     Security
Lender, interest rate,                                             provided     provided
security and payment                      Actual       Settled        by the       by the
terms of debt                               loan      in terms        group        group
subject to the                           balance         of the          pre        post        Ref to
debt restructure                               at   claw-back     claw-back    claw-back    para 15 of
(pre claw-back offer)           Notes 31.12.2008          offer        offer        offer     circular
All figures in R’000
Term loan to VC, due in         22/24/     54 627                    54 627                        6/7
October 2011, secured            26/27
by investment in BSI Steel
Ltd (“BSI’) which carries
interest at prime and 20%
profit participation.
Term loan to VC, due in         22/23/     24 000                    24 000       24 000           6/7
October 2011, attracting      24/27/28
interest at prime and
secured by the
investment in Workforce
Holdings Ltd (“Workforce”)
and a R24 million
suretyship from Vunani
Properties.
Variable rate, cumulative,    22/24/27    26 873*                    26 873                      2/6/7
redeemable preference
shares with a coupon of
80% of prime in
Micawber 534 (Pty) Ltd.
The preference shares
are due to be redeemed
in full by 31 March 2014.
The liability is secured by
the investment in Gensec
Property Services Limited
(“JHI”).
Mortgage bond over                5/20     17 662                    18 090       18 090
14 Loop Street in
Vunani Properties with
interest at prime less 1%.
Mortgage bond over                  4     12 540*                    12 540       12 540
Farm Zevenfontein 407
extension in Orion 14
Properties (Pty) Ltd
with interest at prime
less 1%.
Mortgage bond over                 21      4 656*                     3 840        3 840
development in Royal
Albatross Properties 379
(Pty) Ltd bearing interest
at prime less 1%. Limited
suretyships have been
provided by Vunani
Properties.




                                                                                                    55
                                                                    Security     Security
Lender, interest rate,                                             provided     provided
security and payment                      Actual       Settled        by the       by the
terms of debt                               loan      in terms        group        group
subject to the                           balance         of the          pre        post        Ref to
debt restructure                               at   claw-back     claw-back    claw-back    para 15 of
(pre claw-back offer)           Notes 31.12.2008          offer        offer        offer     circular
All figures in R’000
Five-year renewable loan                   40 627                    40 627       40 627
in Vunani Properties with
interest fixed at 10.72%
secured by the investment
in VPIF.
Five-year renewable loan in                19 733                    19 733       19 733
Vunani Properties with
interest fixed at 10.60%
secured by the investment
in VPIF.
Mortgage bond over land             6      49 709
and buildings in Vunani
Property Investment Trust
with interest fixed for two
years at 10.15%.
Mortgage bond over land             6      44 208
and buildings in Vunani
Property Investment Trust
with interest fixed for two
years at 10.72%.
Mortgage bond over land             6      39 326
and buildings in Vunani
Property Investment Trust
with variable interest rates.
Mortgage bond over land             6       8 000
and buildings in Vunani
Property Investment Trust
with variable interest rates.
ABSA BANK LTD                            282 824             –       80 000       80 000
(“ABSA”)
Cumulative redeemable              31    119 366*                         –            –
participating preference
shares in Camden Bay
Investments 2 (Pty) Ltd,
redeemable in January 2012,
with interest at 75% of
prime and secured by the
investment in Wesizwe Ltd.,
with a profit share of 35%
due to the preference
shareholder.




56
                                                                       Security     Security
Lender, interest rate,                                                provided     provided
security and payment                         Actual       Settled        by the       by the
terms of debt                                  loan      in terms        group        group
subject to the                              balance         of the          pre        post        Ref to
debt restructure                                  at   claw-back     claw-back    claw-back    para 15 of
(pre claw-back offer)              Notes 31.12.2008          offer        offer        offer     circular
All figures in R’000
Cumulative redeemable                 31    109 662*                         –            –
participating preference
shares in Rapicorp 59 (Pty) Ltd,
redeemable in February 2012
with interest at 75% of
prime and secured by the
investment in Peregrine
Holdings Ltd, with a profit
share ranging from
25% – 45% due to the
preference shareholder.
A Capital Adequacy                    15           –                    15 000       15 000
Guarantee has been
provided to
Vunani Securities.
A Working Capital Facility         13/30       3 796                    15 000       15 000            7
has been provided to VC.
A Daylight Facility has             7/14      50 000                    50 000       50 000
been provided to
Vunani Securities.
COROCAPITAL LTD                               69 599            –            –            –
Term loan to Georgia Avenue                  58 674*
Investments (Pty) Ltd due
in June 2010 with interest
at 70% of prime and
secured by the investment
in Interwaste Holdings Ltd.
The lender is entitled to a
75% profit share.
Cumulative redeemable                        10 925*
participating preference shares
in Sanski Investments 52
(Pty) Ltd redeemable in
January 2010 with interest
at 71% of prime less 1.5%
and secured by the
investment in Iliad Africa Ltd
with a profit share of 50%.
FIRST NATIONAL BANK LTD                       46 400            –            –            –
Five-year term loan to                 9     46 400*
Pacific Heights due in
October 2012 with interest
equivalent to all dividend
payments from Redefine and
secured by the investment in
Redefine, with a profit share
of 23.33%.




                                                                                                       57
                                                                       Security     Security
Lender, interest rate,                                                provided     provided
security and payment                        Actual        Settled        by the       by the
terms of debt                                 loan       in terms        group        group
subject to the                             balance          of the          pre        post        Ref to
debt restructure                                 at    claw-back     claw-back    claw-back    para 15 of
(pre claw-back offer)             Notes 31.12.2008           offer        offer        offer     circular
All figures in R’000
GRINCAP                                      32 312             –       30 000            –
Five-year cumulative              12/33      32 312*                    30 000            –           6/7
redeemable preference
shares in Southern Palace
Investments 359 (Pty) Ltd,
redeemable in October 2011,
with interest at 75% of prime
and secured by the
investment in Edge.
DEVELOPMENT BANK
OF SOUTH AFRICA LTD
(“DBSA”)                                     25 866             –       30 000       30 000
Seven-year redeemable,               16      25 866                     25 000       25 000
cumulative debentures,
redeemable in October 2012,
issued by VC with interest
fixed at 13.75%.
CHARTIS LIFE                                 40 465             –       40 000       15 000
& CHARTIS SA
Five-year cumulative                 32     40 465*                     40 000       15 000       1/4/6/7
redeemable preference
shares in Northern Ocean 50%
redeemable in June 2012
and 50% redeemable in
June 2013, with interest at 90%
of prime and secured by
the investment in Edge.
VUNANI                                     251 493              –      251 493      251 493
The inter-company loan to                   251 493                    251 493      251 493            7
VC has no fixed terms of
repayment, is unsecured.
VC                                           51 840             –       51 840       51 840
The inter-company loan to             8      51 840                     51 840       51 840            7
Vunani Properties has no
fixed terms of repayment,
is unsecured and subordinated




58
                                                                                           Security             Security
Lender, interest rate,                                                                    provided             provided
security and payment                                Actual                  Settled          by the               by the
terms of debt                                         loan                 in terms          group                group
subject to the                                     balance                    of the            pre                post        Ref to
debt restructure                                         at              claw-back       claw-back            claw-back    para 15 of
(pre claw-back offer)                     Notes 31.12.2008                     offer          offer                offer     circular
All figures in R’000
FIREFLY INVESTMENTS 61                                       8 780                  –                 –               –
(PTY) LTD
The loan in Aquarella                                        8 780
Investments (Pty) Ltd has no
fixed term of repayment, is
secured by the investment
in Buildworks Group Ltd and
carries interest at prime and
a profit participation of 80%.
HYPROP INVESTMENTS                                         97 548                   –                 –               –
LTD
Redeemable, linked,                                        70 924
indefinite period debentures
with no fixed interest rate
in VPIF.
Loan with no fixed terms                                   26 624
of repayment in VPIF with
interest at JIBAR plus 3%.
OTHER FINANCIAL LIABILITY                                           14              –                 –               –
Loans are unsecured,
interest free and have no
fixed term of repayment.                                            14
                                                       1 992 293           313 600        1 288 339             881 848
* Indicates that the loan is provided to a special purpose vehicle (“SPV”), and not directly to Vunani, Vunani Properties or VC.

Notes:
1.   Table shows loan balance attributable to entities within the Vunani group.
2.   Loans set out in the table above arose from the purchase of assets as per the description provided.
3.   Vunani Properties is a 78% owned subsidiary of Vunani and Vunani’s pro rata liability is reflected in the table above.
4.   Orion has a loan of R25.08 million from SBSA. Vunani Properties is a 50% shareholder in Orion. Vunani Properties pro rata liability
     is reflected in the table at R12.54 million.
5.   An additional loan of R4.7 million has been arranged from SBSA for the refurbishment of 14 Loop Street.
6.   This represents 50.2% of VPIF’s senior debt loan from SBSA.
7.   Daily clearing facility, not included in total debt to ABSA.
8.   VC has a R51.8 million inter-company loan to Vunani Properties. VC will be entitled to charge and be paid interest on the loan
     provided all third party indebtedness is fully serviced and paid up to date.
9.   The loan is ring-fenced to Pacific Heights and there is no liability to any other Vunani group entity.
10. In respect of its TWP, Brikor and PSV loans, Investec holds a pledge and cession over the dividends received from and any
    proceeds from a sale of Vunani’s shareholding in Gidani.
11. All guarantees from VC in respect of the preference shares held by SBSA in Northern Ocean have been released. Dividends
    received by Northern Ocean from Edge will continue to service the preference shares.
12. The cash guarantee from Vunani for servicing the Southern Palace preference shares remains in place.
13. ABSA have unlimited cross-guarantees to Vunani, Vunani Securities and Vunani Properties in respect of the Working Capital Facility
    provided to VC. The Working Capital Facility is limited to R15 million.
14. ABSA have unlimited cross guarantees to Vunani, Vunani Properties and VC on the Daylight Facility provided to Vunani Securities.
    The Daylight Facility is limited to R50 million.




                                                                                                                                    59
15. ABSA have unlimited cross-guarantees on the Capital Adequacy Guarantee to Vunani, VC and Vunani Properties. The Capital
    Adequacy Guarantee is limited to R15 million.
16. DBSA holds a cession and pledge of shares held by VC in Lexshell 630 Investments (Pty) Ltd which, in turn, holds an 11% interest
    in Peregrine Quant. DBSA has retained a suretyship from Vunani in respect of its debentures in VC.
17. The terms of the scheduled capital payments on Atholl Ridge have been amended to defer payment.
18. TWP, Brikor and PSV loans (through their respective SPV’s) are secured by: the underlying shares in TWP, Brikor and PSV; a
    guarantee from Vunani for R40 million; and a suretyship from Vunani secured by and limited to the dividends received from and the
    value of proceeds from a sale of the Gidani shares held by Vunani.
19. Capitalisation of the profit participation of R26.7 million on the TWP loan has been reversed and the profit participation percentage
    will revert to 30% from 10%. The term of the TWP, Brikor and PSV loans have been extended to October 2011.
20. SBSA will release the R18.0 million suretyship over the Loop Street property on the registration of a second mortgage bond of
    R4.7 million in respect of the loan set out in note 4 above.
21. Subject to final credit approval by SBSA Properties, the term of the loan will be extended to May 2011.
22. BSI, Workforce and JHI loans have been restructured into a single SPV (referred to as the “SBSA SPV”). These loans are secured
    by: the underlying shares; VC’s investment in EsorFranki Limited; and a R24 million guarantee from Vunani Properties.
23. The JSE shares pledged to SBSA have been sold and the net proceeds paid to SBSA to reduce the Workforce loan.
24. All guarantees from Vunani and VC in respect of the Workforce, JHI and BSI loans have been released.
25. The terms of repayment of the preference shares held by SBSA in Northern Ocean have been extended to end October 2011.
26. The 17.5 million Alert Holdings Ltd shares pledged to SBSA have been sold and the net proceeds paid to SBSA to reduce the
    BSI loan.
27. The terms of the BSI, Workforce and JHI loans have been extended to October 2011.
28. The R24 million suretyship from Vunani Properties to SBSA in respect of the Workforce loan has been replaced by a guarantee from
    Vunani Properties of R24 million to SBSA to serve as collateral for the SBSA SPV.
29. Vunani issued 114 367 925 shares to the Edge vendors at the end of July 2009 to settle the “agterskot” on the Edge acquisition.
30. ABSA has amended the terms of the Working Capital Facility such that following the implementation of the restructuring it will be
    subject to a six months’ notice period. The Working Capital Facility agreement contains a material adverse change clause.
31. The terms of the preference shares and the underlying security have not been amended.
32. In respect of their preference shareholding in Northern Ocean, Chartis SA and Chartis Life SA have released a R40 million guarantee
    from VC in exchange for a R15 million guarantee from Vunani. The cash guarantee from VC has been released. Dividends received
    by Northern Ocean from Edge will continue to service the preference shares.
33. Grincap has released the capital guarantee from Vunani in respect of the preference shares it holds in Southern Palace.

Vunani has not issued any securities with conversion or redemption rights pursuant to its debt security.
Unless specifically stated no amounts in respect of the above are payable within the next 12 months.




60
                                                                                                  ANNEXURE 7


EXTRACTS FROM THE COMPANY’S ARTICLES OF ASSOCIATION


Extracts from the articles of association of Vunani are set out below:
DIRECTORS – NUMBER, QUALIFICATION AND REMUNERATION
89.   The number of directors shall be not less than four.
90.   A director shall not be obliged to hold any qualification shares.
91.   The remuneration of the directors for their services as such shall be determined from time to time by a
      general meeting.
92.   The directors shall be paid all travelling, subsistence, and other expenses properly incurred by them
      in the execution of their duties in or about the business of the company and which are authorised or
      ratified by a disinterested quorum of the directors, which may be in addition to or in substitution for any
      other remuneration.

BORROWING POWERS
95.   The directors may exercise all the powers of the company to borrow money and to mortgage or
      encumber its undertaking, property or any part thereof and to issue debentures or debenture stock,
      whether secured or unsecured, and other securities (with such special privileges, if any, as to allotment
      of shares or stock, attending and voting at general meetings, appointment of directors or otherwise
      as may be sanctioned by a general meeting) whether outright or as security for any debt, liability or
      obligation of the group or of any third party.
96.   For the purpose of the provisions of Article 99, the borrowing powers of the directors shall be unlimited.
97.   Subject to Article 105, the directors may give pensions, gratuities and allowances to and make payments
      for or towards the insurance of any employees or ex-employees, including directors or ex-directors, of
      the group, or of any company which is or was a subsidiary of the group or is or was in any way allied to
      or associated with it or any such subsidiary, and the wives, widows, families and dependants of such
      persons and may establish and maintain any non-contributory pension, superannuation, provident and
      benefit funds for the benefit of any such persons and make contributions to any such funds and pay
      premiums for the purchase of any such gratuity, pension, allowance, life assurance or other benefit.

DISQUALIFICATION AND PRIVILEGES OF DIRECTORS
102. The office of a director shall ipso facto be terminated and vacated if the director:
      – ceases to be a director by virtue of any of the provisions of the Act, or is disqualified from acting as,
        or becomes prohibited from being a director by reason of any order made under the Act; or
      – files a petition for the surrender of his estate, or an application for an administration order, or if his
        estate is sequestrated, or if he commits an act of insolvency as defined in the insolvency law for the
        time being in force or if he makes any arrangement, compromise or composition with his creditors
        generally; or
      – is found to be lunatic or becomes of unsound mind; or
      – is removed by a resolution of the company in terms of section 220 of the Act with effect from the date
        of, or such later date as is provided for in, such resolution; or
      – resigns his office by notice in writing to the company with effect from the date of, or such later date
        as is provided for in, such notice; or
      – absents himself from meetings of directors for six consecutive months without special leave of
        absence from the other directors who resolve that his office shall be vacated, provided that this
        provision shall not apply to a director who is represented by an alternate who does not so absent
        himself; or
      – becomes retired in terms of Articles 117 to 124 inclusive.



                                                                                                               61
103. No director or prospective director shall be disqualified by his office from contracting with the company
     either as vendor, purchaser, lender, underwriter, guarantor for commission or profit on any shares or
     securities or liability of the company, or of any company in which the company may be interested, or
     in any other manner whatsoever. No such contract or arrangement entered into by or on behalf of the
     company in which any director shall be in any way interested, nor any contract or agreement entered
     into with any company or partnership of or in which any director shall be a member, director or partner
     or otherwise interested, shall be or be liable to be invalidated or voided by any such reason or by reason
     of the board of directors of the company not constituting an independent executive or disinterested
     quorum.
104. Any director so contracting or being so interested or acquiring any benefit under any contract or
     arrangement made or entered into by or on behalf of any person, company or partnership in relation
     to the affairs of the company shall not be liable to account to the company for any profits or benefits
     realised by or under such contract or arrangement by reason of such director holding that office or by
     reason of the fiduciary relationship thereby established.
105. Any director so interested or acquiring any such benefits shall not be entitled to vote at any board
     meeting or otherwise in relation to such contract.
106. Notwithstanding the aforegoing, any director so interested or acquiring any such benefit shall disclose
     the fact of his possessing any interest, whether as director or member or otherwise, whether or not it
     appears on the face of the contract or arrangement, in accordance with the provisions of sections 234
     and 240 of the Act. Subject to the provisions of section 234(3) of the Act and the Listings Requirements
     of the JSE, a general notice in writing given to the directors by a director to the effect that he is a member
     of a specified company or firm and is to be regarded as interested in any contract which may, after
     the date of the notice, be made with that group or firm, shall be deemed to be a sufficient disclosure in
     relation to any contract or proposed contract so made or to be made.
107. Without detracting from the generality of Articles 110 to 113 inclusive, a director (and, in the case of
     Article 113 any firm of which he is a member) may, subject to the provisions of the Act:
     – be employed by or hold any other office or place of profit in the company, or any holding or
       subsidiary company of the company or any company controlled by the company, other than that of
       auditor, in conjunction with his directorship, and upon such terms as to appointment, and subject
       to the provisions of section 225 of the Act, remuneration and tenure of office and otherwise as a
       disinterested quorum of directors may determine;
     – act in a professional capacity for the company, and he or such firm shall be entitled to remuneration
       for those professional services as if he were not a director, provided that nothing herein contained
       shall authorise a director or any firm of which he is a member, to act as auditor of the company or of
       any holding or subsidiary company of the company;
     – be or become a director of any subsidiary or other company promoted by the company or in which
       it may be interested as vendor, shareholder or otherwise;
     – represent the company in the management of any business operation or concern in which the
       company may be interested as a partner or otherwise.
108. Notwithstanding any such interest, any such director may be counted in the quorum present at any
     meeting at which any such matter is being considered and vote thereon as though he had no interest
     therein, and no such director shall be accountable to the company for any remuneration, profit, gain or
     other benefit received in any capacity as aforesaid, subject to the Listings Requirements of the JSE.
109. Any voting power conferred by the shares in a company referred to in Article 114.2, or exercisable
     by the directors as directors of such company, may be exercised by the directors in such manner
     in all respects as they think fit, including the exercise thereof in favour of any resolution appointing
     themselves or any of them directors or other officers of such company. Any director may vote in favour
     of the exercise of such voting rights in such manner, notwithstanding that he may be, or about to be,
     appointed a director or other officer of such company and as such, or in any other manner, is or may
     become interested in the exercise of such voting rights in the manner aforesaid, save that any resolution
     relating to the payment of remuneration to the directors or officers of such company shall be voted on
     by a disinterested quorum of directors.




62
RELEVANT PROVISIONS OF THE ARTICLES OF ASSOCIATION OF THE COMPANY’S WHOLLY-
OWNED SUBSIDIARIES PROVIDING FOR THE BORROWING POWERS OF THE DIRECTORS OF THE
SUBSIDIARIES
An extract from the articles of association of Vunani’s wholly-owned subsidiaries are set out below:
BORROWING POWERS OF THE DIRECTORS OF WHOLLY-OWNED SUBSIDIARIES
62.   Subject to Article 63, the directors may:
      62.1   raise or borrow such sums of money without limitation for the purposes of the Company as they
             think fit; and
      62.2   secure the payment or repayment of any sums at money borrowed or raised in terms of the
             preceding Article or the payment of any debt, liability or obligation whatsoever of the Company
             or of a third party, in such manner and upon such terms and conditions in all respects as they
             think fit, and in particular by the execution of bonds or the issue of debentures or debenture
             stock of the Company charged upon all or any part of the property and rights of the Company,
             both present and future.
63.   For so long as the Company has listed holding company, Article 62 is subject to the provisio that the
      total amount owing by the Company in respect of monies so raised, borrowed or secured shall not
      exceed the amount authorized by its listed holding company.




                                                                                                         63
                                                                                                ANNEXURE 8


SALIENT FEATURES OF THE SHARE INCENTIVE SCHEME


The salient features of the share incentive scheme, which was adopted on 5 November 2007, established
as an incentive to promote the continued growth of the group by giving employees an opportunity to acquire
shares therein, are set out below:
1. DEFINITIONS
     “Acceptance Date”      the date of acceptance by a Participant of an offer for the purchase of Scheme
                            Shares in terms of clause 6 or to acquire Rights and Options to purchase Allocation
                            Shares in terms of clause 23;
     “Eligible Applicant”   a person eligible for participation in this Scheme, namely, any Employee of the
                            Group who has not less than 12 months’ uninterrupted service with the Group or
                            as may be otherwise determined from time to time by the Board as well as a non-
                            executive director of the Company;
     “Employee”             an employee of the Group and shall include an executive director of the Group
                            and to whom an offer shall have been directed to acquire Shares;
     “Group”                the Company and its subsidiaries;
     “Purchase Price”       in relation to Scheme Shares and/or Allocation Shares, an amount equivalent to
                            the middle market price of the Shares on the JSE on the trading day immediately
                            preceding that on which a resolution of the Board is passed for the purposes of
                            allotting Scheme Shares or granting Rights and Options to purchase Allocation
                            Shares. The middle market price of the Shares on the JSE shall be determined by
                            way of a certificate issued by a stockbroker licensed to trade on the JSE;
     “Scheme Shares”        Shares purchased by a Participant under this Scheme for as long as the Participant
                            has not made payment in full of his Share Scheme Debt relating to those Shares,
                            which Shares shall rank pari passu in every respect with the existing ordinary
                            issued shares of the Company; and
     “Shares”               ordinary shares in the capital of the Company.


2. PURPOSE AND NATURE
     This Scheme is introduced for the purpose of providing an opportunity to the employees of the Group
     to acquire shares in the capital of the Company, either directly or through the grant of options, so as to
     give such employees the incentive to advance the interests of the Company for the ultimate benefit of all
     stakeholders in the Company.


3. PURCHASE OF OR SUBSCRIPTION FOR SCHEME SHARES AND/OR ALLOCATION SHARES
     The Directors of Vunani shall from time to time instruct the Trustees to offer the opportunity to acquire
     Rights and Options to purchase Allocation Shares or to acquire Scheme Shares to Eligible Applicants
     in respect of such number of Shares, which in aggregate, together with any Scheme Shares already in
     issue and/or the number of Allocation Shares at that time shall not exceed 20% of the ordinary issued
     share capital of the Company at the date of the offer or such increased percentage as may from time to
     time be approved by the JSE and by the Company in general meeting.
     The maximum number of shares which may presently be issued in terms of the Scheme is therefore
     200 400 000 Shares being 20% of the present issued share capital of 1 002 000 000 Shares. The
     maximum number of Shares in respect of which any single Eligible Participant shall have rights in terms
     of the Scheme shall be limited to 1 percent of the ordinary issued share capital of the Company from time
     to time, provided that the Board may resolve to increase such maximum number of Shares in respect of
     a single Eligible Participant to not more than 2% of the ordinary issued capital of the Company.




64
   The Directors shall forward to the Trustees a certified copy of the resolution authorising an offer of Scheme
   Shares and/or Allocation Shares to specific Eligible Applicants and the Trustees shall offer the number of
   Scheme Shares and/or Allocation Shares referred to in such resolution to the Eligible Applicant named in
   such resolution. Scheme Shares and/or Allocation Shares shall be offered at the Purchase Price referred
   to above.

4. PRICING
   The Trustees shall, on the authority of a resolution of the Board and subject to the provisions of clause 6.2,
   offer Eligible Applicants the right to purchase Scheme Shares at the Purchase Price, which Purchase
   Price may be higher or lower than the price at which the Scheme Shares in question were acquired by
   the Trust.

5. RELEASE PERIOD
   All amounts paid by a Participant shall be applied rateably toward payment of the Purchase Price of all
   of the Scheme Shares which such Participant has purchased unless the Participant allocates, in writing
   at the time that he makes such payment, the payment to specific Scheme Shares. The balance of the
   Share Scheme Debt of a Participant may be paid by him to the Trust at any time; provided that the
   Share Scheme Debt shall be paid in full by no later than the fourth anniversary of the Acceptance Date;
   provided that further that the Board may, in its discretion, increase the period for repayment stipulated in
   this clause, either generally or in any particular case.
   When the Share Scheme Debt in respect thereof will have been paid in full, a Participant shall, subject to
   clause 3.16, be entitled to the release of his Scheme Shares from the operation of this Scheme after the
   expiry of a period of:
   5.1   one year after the Acceptance Date, in respect of 20 percent of the Scheme Shares, or part thereof;
   5.2   two years after the Acceptance Date, in respect of a further 25 percent of the Scheme Shares, or
         part thereof;
   5.3   3 (three) years after the Acceptance Date in respect of a further 25 percent of the Scheme Shares,
         or part thereof;
   5.4   4 (four) years after the Acceptance Date in respect of a further 30 percent of the Scheme Shares,
         or the balance of the Scheme Shares.
   A Participant’s Share Scheme Debt shall bear interest on the balance thereof outstanding from time to
   time. Such interest shall be at a rate which is not less than the rate of interest stipulated from time to
   time in terms of the Seventh Schedule to the Income Tax Act, 1962, as amended. The Board may in its
   discretion alter the rate of interest from time to time; provided that no alteration in the rate shall have
   retrospective effect.
   If the full amount of the Share Scheme Debt is not paid on the due date for payment thereof in terms
   of the Scheme, the Trustees shall call upon the Participant in writing to effect such payment and if
   such demand if not complied with within 21 days of the date thereof, the Trustees may cancel the sale
   and take possession of such Scheme Shares, in which event the Participant shall be released from
   all further liability in respect of his Share Scheme Debt or the Trustees may, in their sole and absolute
   discretion, permit the Participant to sell so many of the Scheme Shares as may be necessary to enable
   the Participant to discharge his Share Scheme Debt so as to procure the release of the remainder of the
   Scheme Shares to which he is entitled.

6. DEATH, RETIREMENT OR DISABILITY OR RESIGNATION
   6.1   Retirement or disability
         If a Participant becomes retired in terms of the rules of the Group’s pension fund or who retires
         with the approval of the Board or who becomes permanently incapacitated prior to the fourth
         anniversary of the Acceptance Date, shall, within two years after his becoming retired or permanently
         incapacitated, have the right and obligation at his election to pay his Share Scheme Debt in full
         in respect of all of his Scheme Shares and have them released to him or to have his Scheme
         Shares repurchased by the Trustees at the Repurchase Price of the Scheme Shares, in which
         latter mentioned event such retired or incapacitated Participant shall be released from all liability in
         respect of his Share Scheme Debt.


                                                                                                              65
     6.2   Death
           If a Participant dies before the arrival of the fourth anniversary of the Acceptance Date, then at any
           time before the finalisation of his estate or within two years after his death, whichever is the earlier,
           the Participant’s executor shall have the right and obligation at his election to pay the Share Scheme
           Debt in full and have the Scheme Shares released or to have such Scheme Shares repurchased
           by the Trustees at the Repurchase Price of the Scheme Shares, in which latter mentioned event the
           estate of the Participant shall be released from all liability in respect of the Share Scheme Debt.

     6.3   Dismissal
             If the employment of a Participant with the Group is terminated by the Group as a result of
             dishonesty or upon such other grounds as will justify a summary dismissal in law, the Trustees
             shall forthwith thereafter purchase from the Participant who shall sell to the Trust the Scheme
             Shares which have then not been released to him at a price equal to the closing price of the
             Shares on the JSE on the trading day immediately preceding the date of purchase. The Trustees
             shall apply the proceeds of the sale to repay the Participant’s Share Scheme Debt. Any excess
             of the proceeds over the Share Scheme Debt shall be forfeited to the Trust and the Participant
             shall be released from any further liability in respect of his Share Scheme Debt.

     6.4   Cessation of employment for other reasons
           – If a Participant for any reason other than his dismissal, death, retirement or permanent incapacity,
              does not remain employed by the Group for a period of four years from the Acceptance Date; or
           – The Participant remains an Employee of the Group but desires, at any time prior to the expiry
              of four years from the Acceptance Date, to terminate his participation in the Scheme,
           then within a period of 30 days from the date upon which he ceases to be employed by the Group
           or the date upon which he notifies the Trustees in writing that he no longer wishes to participate
           as a member of the Scheme, whichever is appropriate, the Trustees in their sole and absolute
           discretion may repurchase the Scheme Shares from the Participant at the Repurchase Price. The
           Participant shall in the above events have no further rights or claims against the Trust arising from
           the acquisition of his Scheme Shares.

7. AMENDMENTS
     It shall be competent for the Board and the Trustees to amend any of the provisions of the Scheme
     provided that:
     7.1   no such amendment shall affect the vested rights of any Participant;

     7.2   no such amendment affecting any of the following matters shall be competent unless it is sanctioned
           by the Company in general meeting:
           7.2.1   the eligibility of Participants under this Scheme;
           7.2.2   the proportion, expressed as a percentage, which the Shares that may be acquired by the
                   Trustees for purposes of the Scheme, bears to the entire issued ordinary share capital of
                   the Company for the time being;
           7.2.3   the maximum number of Scheme Shares that may be acquired by any Participant;
           7.2.4   the Purchase Price;
           7.2.5   the period within which payment of the Purchase Price is to be made;
           7.2.6   the period within which payment of the Scheme Debt is to be made;
           7.2.7   the vesting period of the Scheme Shares;
           7.2.8   the procedure to be adopted on termination of employment or retirement of a Scheme
                   Participant;
           7.2.9   the voting, dividend, transfer and other rights, including those arising on a liquidation of the
                   Company, attaching to the Scheme Shares;
           7.2.10 any amendment of this clause.



66
8. TRUSTEES
  There shall at all times be a minimum of two Trustees in office. Solomon Slom Identity Number
  430921 5112 088 and Cindy Eva Wannell Identity Number 710818 0034 088 (not being salaried directors
  or Employees of the Group) are appointed as Trustees of the Trust and accept that appointment by their
  signatures hereto;
  No Trustee shall be eligible for participation under the Scheme.


9. ANNUAL DISCLOSURE
  The Group shall in its annual financial statements, provide particulars of:
  9.1   the number of Scheme Shares which have been taken up by Participants in terms of offers made to
        them and which Scheme Shares are subject to the Scheme;

  9.2   any changes in the number of Scheme Shares which have been taken up by Participants during the
        year;

  9.3   the number of Scheme Shares initially taken up by Participants as Scheme Shares and which
        during the year have ceased to be Scheme Shares;

  9.4   the Purchase Price at which Employees were offered Scheme Shares during the year and the total
        number of Scheme Shares taken up by Eligible Applicants at such Purchase Price;

  9.5   the total number of Scheme Shares still available to be taken up by Eligible Applicants in terms of
        the Scheme;

  9.6   the aggregate amount owing by Participants to the Trust at the end of each year.




                                                                                                        67
                                                                                                ANNEXURE 9


CORPORATE GOVERNANCE


The company’s annual report for the year ended 31 December 2008 sets out in detail, all matters pertaining
to corporate governance and this annexure contains a summary thereof.
The board is committed to an open and disciplined governance process based on integrity, transparency,
independence and accountability and recognises that this is a developing process that serves the good
of shareholders and stakeholders alike. As detailed below, the company has complied with the specific
requirements concerning corporate governance as set out in the JSE Listings Requirements.

BOARD OF DIRECTORS
The board consists of five executive directors and five non-executive directors, all of whom are independent.
The board meets at least quarterly to review and monitor the performance of the group and executive
management. Included in one of the meetings is a group strategic conference. The board maintains full and
effective control of the group through senior management and subsidiary boards. An executive forum (EXCO)
comprising the executive directors is responsible for the day-to-day running of the business. The board
considers and approves group strategy, corporate governance, policies and compliance structures, risk
management and internal control policies and structures, business continuity plans and board composition.
All material decisions are considered by the board or an appropriate sub-committee thereof.
The non-executive directors are independent of management and promote the interests of stakeholders.
Three of the non-executive directors are independent in terms of the King Code classification.
The chairman is an independent non-executive director and provides the necessary objectivity for the board’s
effective functioning. The board composition reflects people with different skills, knowledge and expertise,
all of whom are cognisant of the duty to ensure that the group maintains a high standard of corporate
governance and there is a clear division of responsibilities to ensure a balance of power and authority, such
that no one individual has unfetted powers of decision-making. The roles of Chairman and CEO are separate.
The board undertakes the role of a nominations committee and the selection and appointment of new directors
is agreed to by the board as a whole.
The board recognises its duty and responsibility to act in accordance with the Listings Requirements and to
ensure that the principles set out in King II are observed.
The board has not as yet adopted a formal charter and it is anticipated that this will be adopted as part of the
formal process of self-assessment during the course of the current financial year.


BOARD COMMITTEES
Audit Committee
The Audit Committee comprises the independent non-executive directors G Nzalo (Chairman), J R Macey,
B A Khumalo and N S Mazwi, and meetings are attended by the group financial director by invitation as well
as the company’s Designated Advisers. The Audit Committee meets bi-annually.
The auditors have unrestricted access to all records, assets and employees of the group as well as to the
chairman of this committee. The chairman has unrestricted access to the group’s management, employees,
minutes and reports of the auditors. The committee has adopted formal terms of reference which have been
approved by the board. The group does not have an internal audit function and all internal controls, risk
management and compliance are the responsibility of the chief financial officer.
The audit committee is responsible, inter alia, for:
• setting the principles for recommending the use of the external auditors for non-audit services;
• satisfying itself, on an annual basis, of the appropriateness of the expertise and experience of the financial
  director and confirming to shareholders in the annual report that such responsibility has been executed.




68
Investment Committee
The investment committee is chaired by J R Macey and comprises Messrs W C Ross, E G Dube and
N M Anderson. Its terms of reference are to review proposed investments which exceed management’s
authorised levels. It is responsible for the evaluation of the risks and exposure of potential investments.
Remuneration Committee
The remuneration committee is chaired by W C Ross. The committee meets annually to review the performance
of the executive directors and is responsible for determining conditions of employment and remuneration
packages of executives.




                                                                                                        69
                                                                                                               ANNEXURE 10


SCHEDULE OF SUBSIDIARY COMPANIES AND MATERIAL INTER-COMPANY
BALANCES AT 31 DECEMBER 2008


SUBSIDIARY COMPANIES (all of which are incorporated in South Africa)
Vunani’s subsidiaries:
                                                                                                             Issued
                                                                                                 Date of   ordinary
                                      Date          Place     Registration      Nature of    becoming a       share Percentage
Name                          incorporated   incorporated         number        business      subsidiary     capital   holding
Vector Equities (Pty) Ltd       27/02/2006           RSA    1997/004788/07   Stockbroker      29/12/2005   100 000        100
Vunani Capital Markets          03/04/1997           RSA    1968/008854/07   Bond trading     29/12/2005    50 000        100
(Pty) Limited
Vunani Capital (Pty) Ltd        29/01/1998           RSA    1998/001469/07   Investments      29/05/2000       100        100
Vunani Securities (Pty) Ltd     01/07/1997           RSA    1997/010323/07   Stockbroker      14/09/2005    11 000        100
Vunani Properties (Pty) Ltd     08/03/2004           RSA    2004/006730/07        Property    01/10/2004       100         78
                                                                              investments

Vunani’s indirect subsidiaries:
                                                                                                             Issued
                                                                                                 Date of   ordinary
                                      Date          Place     Registration      Nature of    becoming a       share Percentage
Name                          incorporated   incorporated         number        business      subsidiary     capital   holding
Vunani Capital
subsidiaries
African Dune                    08/10/2009           RSA    2007/028777/07   Investments      16/10/2007       100        100
Investments 183 (Pty) Ltd
Anchor Park                     31/05/2007           RSA    2007/015988/07   Investments      26/07/2007       100        100
Investments 42 (Pty) Ltd
Anchor Park                     08/10/2007           RSA    2007/028767/07   Investments      14/11/2007       100        100
Investments 81 (Pty) Ltd
Aquarella Investments           13/11/2007           RSA    2007/023654/07   Investments      27/11/2007       100        100
(Pty) Ltd
Before The Wind                 24/11/2006           RSA    2006/036738/07   Investments      30/03/2007       200         50
Investments 244 (Pty) Ltd
Drees and Sommer Vunani         20/03/2006           RSA    2006/008303/07   Investments      30/03/2006       100        100
(Pty) Ltd
Eagle Creek                     27/03/2007           RSA    2007/009451/07   Investments      31/08/2008       200         50
Investments 651 (Pty) Ltd
Evening Shade                   24/05/2006           RSA    2006/015728/07       Property     01/02/2007       100        100
Investments (Pty) Ltd                                                        development
Georgia Avenue                  24/05/2006           RSA    2007/015304/07   Investments      07/06/2007       100        100
Investment 32 (Pty) Ltd
Integrated Managed              30/10/2001           RSA    2001/026050/07        Asset       01/07/2008       100         51
Investments (Pty) Ltd                                                          managers
Lexshell 630 Investments        29/04/2004           RSA    2004/011262/07   Investments      28/05/2005       100        100
(Pty) Ltd
Mayborn Investment 17           13/09/2007           RSA    2007/026789/07   Investments      22/04/2008       100        100
(Pty) Ltd
Northern Ocean                  03/11/2007           RSA    2007/031692/07   Investments      22/04/2008       100        100
Investments (Pty) Ltd
Pacific Heights                 23/08/2007           RSA    2007/023713/07   Investments      01/10/2007       100        100
Investments 118 (Pty) Ltd
Rapicorp 59 (Pty) Ltd           06/03/2006           RSA    2006/006572/07   Investments      18/05/2006       120        100
Sanski Investments 54           25/02/2005           RSA    2005/007101/07   Investments      29/03/2005       100         50
(Pty) Ltd
Southern Palace                 20/02/2006           RSA    2006/005359/07   Investments      25/05/2006       100        100
Investments 359 (Pty) Ltd



70
                                                                                                           Issued
                                                                                               Date of   ordinary
                                     Date          Place     Registration     Nature of    becoming a       share Percentage
Name                         incorporated   incorporated         number       business      subsidiary     capital   holding
Spaciros (Pty) Ltd             18/07/2008           RSA    2008/017516/07   Investments     18/07/2008       202         51
Vunani Asset Consulting        22/11/2007           RSA    2009/033673/07   Investments     22/11/2007       100        100
Services (Pty) Ltd
Vunani Bunkers (Pty) Ltd       29/01/2007           RSA    2007/002440/07      Energy/      01/03/2007       100         51
                                                                             Fuel trader
Vunani Energy (Pty) Ltd        20/07/2006           RSA    2006/022641/07       Energy/     02/08/2006       100        100
                                                                             Fuel trader
Vunani Equity Partners
(Pty) Ltd                      07/08/2006           RSA    2006/024436/07   Investments     07/02/2007       100        100
Vunani Financial Solutions     07/07/2006           RSA    2006/021193/07     Treasury      01/11/2006       100          0
(Pty) Ltd                                                                    outsource
                                                                               service
Vunani Metals and              23/11/2006           RSA    2006/036708/07        Mining     16/02/2007       100         51
Minerals (Pty) Ltd                                                              holding
                                                                              company
Camdem Bay                     17/01/2007           RSA    2007/001041/07   Investments     18/01/2007       100         51
Investments 2 (Pty) Ltd
Vunani Portfolio Solutions     17/07/2003           RSA    2003/016854/07     Pension       24/08/2007       100         70
(Pty) Ltd                                                                        fund
                                                                             managers
Vunani Resources (Pty) Ltd     08/03/2004           RSA    2004/006400/07        Mining     12/12/2006       100        100
                                                                            investments
Vunani Resources 2             05/05/2005           RSA    2005/007153/07        Mining     01/11/2006       120        100
(Pty) Ltd
Wonderwall Investments 36 16/05/2007                RSA    2007/014274/07   Investments     29/05/2007     1 000        100
(Pty) Ltd
Vunani Properties
Subsidiaries
8 Mile Investments 454         16/02/2006           RSA    2006/004559/07   Investments     22/02/2006       100        100
(Pty) Ltd
Cedar Park Properties 31       18/05/2007           RSA    2007/014552/07   Investments     21/08/2007       100        100
(Pty) Ltd
Double Peak Properties 70      13/04/2007           RSA    2007/011028/07   Investments     06/06/2007       100        100
(Pty) Ltd
Dreamworks                     11/01/2001           RSA    2002/000256/07   Investments     03/06/2004       100         85
Investments 125 (Pty) Ltd
One vision 54 (Pty) Ltd        23/02/2004           RSA    2004/004363/07   Investments     13/10/2004       100        100
Pacific Eagle Properties       09/10/2007           RSA    2007/025771/07   Investments     05/09/2007       100        100
(Pty) Ltd
Southern Spirit                26/05/2006           RSA    2005/017626/07   Investments     07/11/2005       120        100
Properties 142 (Pty) Ltd
Sovereign Seeker               17/03/2004           RSA    2004/007327/07   Investments     04/10/2004       100        100
Investments 30 (Pty) Ltd
Vunani Property Asset          30/05/2006           RSA    2006/016645/07       Asset       13/06/2006       100        100
Managers (Pty) Ltd                                                           managers
Vunani Property Fund           07/06/2006           RSA        IT10438/06   Investments     05/09/2006       n/a         51
Management Trust
Vunani Property                06/06/2005           RSA    2005/019302/07   Investments     29/09/2009       100        50.2
Investment Fund (Pty) Ltd




                                                                                                                           71
INTER-COMPANY BALANCES AT 31 DECEMBER 2008
VC
Loans receivable                                     Invested in                Rand
Loans – Vunani Securities (Pty) Ltd                                         3 998 337
Loans – Spaciros (Pty) Ltd                           RRL                    4 080 251
Loans – Vunani Properties (Pty) Ltd                                        46 849 208
Loans – Lexshell 630 Investments (Pty) Ltd           Peregrine Quant          499 756
Loans – Sanski Investments 52 (Pty) Ltd              Illiad                    86 141
Loan – Vector Equities (Pty) Ltd                                              786 381
Loans – Rapicorp 59 (Pty) Ltd                        Peregrine Holdings       115 841
Loans – Southern Palace Investments 359 (Pty) Ltd    Edge                 (13 302 246)
Loans – Northern Ocean Investments 58 (Pty) Ltd      Edge                  16 337 463
Loans – Micawber 354 (Pty) Ltd                       JHI                    4 984 561
Loans – Vunani Metals & Minerals (Pty) Ltd                                    181 556
Loans – Vunani Portfolio Solutions (Pty) Ltd                                  713 283
Loans – Anchor Park Investments 42 (Pty) Ltd         Brikor                28 778 209
Loans – Wonderwall Investments (Pty) Ltd             PSV                       87 406
Loans – African Dune Investments 183 (Pty) Ltd       Kaydev                47 772 315
Loan – Pacific Heights Inv 118 (Pty) Ltd             Redefine               2 964 678
Loan – Aquarella (Pty) Ltd                           Buildworks                88 254
Rapicorp 59 (Pty) Ltd – Preference shares                                  20 214 018
                                                                          165 235 412
Through loans funded by VC
Vunani Properties
Loans receivable                                                                Rand
Loans – Southern Spirit Properties 142 (Pty) Ltd                            5 116 084
Loans – Dreamworks Investments 125 (Pty) Ltd                                3 847 969
Loans – Sovereign Seeker Investments 30 (Pty) Ltd                             643 495
Loans – Wolfsberg Arch Investments (Pty) Ltd                                1 625 153
Loans – Orion Properties 14 (Pty) Ltd                                       3 410 823
Loans – Baycove Developments (Pty) Ltd                                          3 394
Loans – 8 Mile Investments (Pty) Ltd                                           36 063
Loans – Lexshell 638 Investments (Pty) Ltd                                    102 959
Loans – VPFMT (Pty) Ltd                                                           837
Loans – Royal Albatross (Pty) Ltd                                           1 739 943
Loans – Capital Land Development Company (Pty) Ltd                            242 357
Loan – Selectria (Pty) Ltd                                                    656 317
Loans – Waterstone Park Dev Company (Pty) Ltd                                 157 886
Loans – Vunani Property Asset Management (Pty) Ltd                              9 900
Loans – Cedar Park Properties (Pty) Ltd                                     4 559 949
Loans – Double Peak Properties (Pty) Ltd                                        7 565
Loans – Cape Gannet (Pty) Ltd                                                 391 314
Loans – Pacific Eagle (Pty) Ltd                                                 7 565
                                                                           22 559 574




72
                                                          ANNEXURE 11


SHARE PRICE HISTORY ON THE JSE


                            High      Low      Volume          Value
                          (cents)   (cents)                       (R)

Quarterly
February 2009                35        16     1 454 621       274 777
May 2009                     15        12       986 949       131 733
August 2009                  19        12       718 942       121 823
November 2009                12        12        26 075       312 900
Monthly
January 2009                 38        30       129 320        42 217
February 2009                35        16     1 454 621       274 777
March 2009                   30         8     2 333 606       317 539
April 2009                   27        13       822 783       133 566
May 2009                     15        12       986 949       131 733
June 2009                    14        10       400 886        41 284
July 2009                    12         6     1 496 025       129 577
August 2009                  19        12       718 942       121 823
September 2009               25        16       474 500        90 663
October 2009                 29        10     7 266 005     1 659 868
November 2009                12        12        26 075       312 900
December 2009                12        11        34 961       384 571
January 2010                 12        12       182 456     2 189 472
Daily 2010
 5 January                    0         0            0              0
 6 January                    0         0            0              0
 7 January                    0         0            0              0
 8 January                   12        12        5 000         60 000
11 January                    0         0            0              0
12 January                    0         0            0              0
13 January                    0         0            0              0
14 January                    0         0            0              0
15 January                   14        12      208 680      2 504 160
18 January                    0         0            0              0
19 January                    0         0            0              0
20 January                    0         0            0              0
21 January                    0         0            0              0
22 January                    0         0            0              0
25 January                   12        12      230 000      2 760 000
26 January                    0         0            0              0
27 January                   12        12      191 000      2 292 000
28 January                   12        12      409 000      4 908 000
29 January                   11        11       51 059        561 649
 1 February                  11        11       23 011        253 121
 2 February                   0         0            0              0
 3 February                   0         0            0              0
 4 February                  10        10      407 000      4 070 000
 5 February*                 10        10      148 668      1 486 680
*last practicable date

Source: JSE




                                                                    73
                                                                                        ANNEXURE 12


HISTORICAL FINANCIAL INFORMATION RELATING TO THE COMPANY


The information provided below has been extracted from the published restated results for the year ended
31 December 2007; the audited results for the year ended 31 December 2008; and the unaudited interim
results for the six months ended 30 June 2009.
The company’s annual report for the year ended 31 December 2008, which has been distributed to
shareholders, is available on the company website.
CONDENSED CONSOLIDATED INCOME STATEMENTS
                                                         Unaudited         Audited          Restated
                                                        Six months      Year ended        Year ended
                                                             ended    31 December       31 December
                                                      30 June 2009            2008              2007
                                                             R’000           R’000             R’000
Revenue                                                     74 785          223 065           239 480
Other income                                                14 399           18 765            59 369
Cost of property developments sold                         (18 032)         (52 097)         (107 499)
Operating expenses                                         (57 249)        (116 599)         (105 086)
Operating profit                                            13 903           73 134            86 264
Investment revenue                                           8 533           17 552            10 962
Fair value adjustments                                      (9 132)        (854 915)          689 958
Income from associates (before taxation)                     6 952           26 539            31 620
Finance costs                                             (108 001)        (201 505)         (107 080)
Net (loss)/profit before taxation                          (87 745)        (939 195)          711 724
Taxation                                                    32 900          155 073          (154 102)
Attributable (loss)/profit for the period                  (54 845)        (784 122)         557 622
Attributable to:
Equity shareholders of Vunani Limited                      (49 872)        (707 845)         414 757
Minority interests                                          (4 973)         (76 277)         142 865
Attributable (loss)/profit for the year                    (54 845)        (784 122)         557 622
Reconciliation of headline (loss)/earnings:
(Loss)/Earnings attributable to equity shareholders        (49 872)        (707 845)         414 757
Adjusted for:
Revaluation of investment properties
– Gross revaluation                                         27 000           72 713          (157 831)
– Deferred tax on revaluation                               (3 780)         (20 360)           44 193
– Outside shareholders’ interest in revaluation            (14 128)         (31 854)           69 142
Disposals of investment property
– Profit on disposal                                            27          (13 408)                –
– Capital Gains Tax                                             (4)           1 877                 –
– Outside shareholders’ interest in revaluation                (11)           7 016                 –
Profit on disposal of associates
Loss on disposal                                                              7 842                 –
Tax                                                                          (2 196)                –
Headline (loss)/earnings                                   (37 401)        (686 215)         370 261
Diluted weighted average number shares in issue (’000)   1 176 444        1 166 516         1 013 712
Shares in issue at period-end (‘000)                     1 176 444
Basic (loss)/earnings per share (cents)                      (4.24)            (60.7)            42.9
Headline (loss)/earnings per share (cents)                   (4.24)            (58.8)            38.3
Diluted (loss)/earnings per share (cents)                    (3.18)            (60.7)            40.9
Diluted headline (loss)/earnings per share (cents)           (3.18)            (58.8)            36.5




74
CONDENSED CONSOLIDATED BALANCE SHEETS
                                                 Unaudited         Audited        Restated
                                                Six months      Year ended      Year ended
                                                     ended    31 December     31 December
                                              30 June 2009            2008            2007(1)
                                                     R’000           R’000           R’000
ASSETS
Non-current assets                               1 751 788       1 629 865       2 714 592
Investment property                                793 078         817 132         700 935
Property and equipment                               8 065           5 540           4 685
Goodwill                                            75 948          75 596          11 215
Investment in associates                           192 862         206 077          65 866
Other investments                                  614 535         488 828       1 927 597
Deferred tax                                        59 602          24 517           2 729
Other non-current asset                              2 556           1 891           1 565
Other intangible assets                              5 142          10 284               –
Current assets                                     219 245         390 937         283 743
Other investments                                        –         180 531               –
Inventory                                            8 362           6 406          34 458
Trade and other receivables                          7 258           4 890          11 773
Accounts receivable from trading activities        196 861         161 066         150 108
Trading securities                                     854             456               –
Cash and cash equivalents                            5 910          37 588          87 404

Total assets                                     1 971 033       2 020 801       2 998 335
EQUITY
Equity attributable to equity holders              103 785         153 657         809 257
Share capital and premium                          250 263         250 263         198 020
Non-distributable reserves                         128 312         180 524         504 143
Accumulated (loss)/Retained earnings              (274 790)       (277 130)        107 094
Minority interests                                  89 755          94 728         171 204
Total equity                                       193 540         248 385         980 461
LIABILITIES
Non-current liabilities                          1 521 555       1 052 265       1 750 321
Other financial liabilities                      1 476 681       1 003 335       1 563 534
Deferred tax                                        44 874          48 930         186 787
Current liabilities                                255 938         720 152         267 553
Other financial liabilities                              –         486 659          28 786
Receiver of Revenue                                  6 999           3 258          14 984
Trade and other payables                            63 606          79 797          51 716
Accounts payable from trading activities           185 333         150 438         171 936
Trading securities                                       –               –             131

Total equity and liabilities                     1 971 033       2 020 802       2 998 335
Shares in issue at year-end (’000)               1 176 444       1 176 444       1 127 250
Net asset value per share (cents)                       8.8           13.1            71.8
Net tangible asset value per share (cents)              2.4             5.8           70.8




                                                                                             75
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
                                                                           Accumulated
                                    Share        Share    Revaluation    (loss)/Retained    Minority      Total
                                   capital    premium       reserves            earnings   interests     equity
                                    R’000        R’000          R’000              R’000      R’000      R’000
Balance at 31 December 2006             –       24 706       152 361             44 119      48 689    269 875
Profit for the year                     –            –             –            414 757     142 865    557 622
Issue of shares                       118      173 196             –                  –           –    173 314
Dividend paid to minorities             –            –             –                  –     (20 350)   (20 350)
Transfer to revaluation reserves        –            –       351 782           (351782)           –          –
Total changes                         118      173 196       351 782             62 975     122 515    710 586
Balance at 31 December 2007           118      197 902        504 143            107 094    171 204     980 461
Loss for the year                       –            –              –          (707 845)    (76 277)   (784 122)
Issue of shares                         5       57 179              –                  –          –      57 184
Buy-back of shares                     (6)       (4935)             –                  –          –      (4 941)
Dividend paid to minorities             –            –              –                  –       (199)       (199)
Transfer to revaluation reserves        –            –       (323 619)           323 619          –           –
Total changes                           (1)     52 244       (323 619)         (384 226)    (76 476)   (732 078)
Balance at 31 December 2008           117      250 146       180 524           (277 130)     94 728    248 385


CONDENSED CONSOLIDATED CASH FLOW STATEMENTS
                                                                Unaudited            Audited         Restated
                                                               Six months         Year ended       Year ended
                                                                    ended       31 December      31 December
                                                             30 June 2009               2008             2007
                                                                    R’000              R’000            R’000
Cash inflows from operating activities                             (27 335)            56 144           138 860
Cash outflows from investing activities                             27 637           (298 022)         (833 661)
Cash inflows from financing activities                             (31 980)           192 062)          754 525
(Decrease)/Increase in cash and cash equivalents                   (31 678)           (49 816)          59 724
Cash and cash equivalents at beginning of year                      37 588             87 404           27 680
Cash and cash equivalents at end of year                             5 910            37 588            87 404


COMMENTARY
The commentary below relates to the period 1 January 2009 up to the last period reported on.
Financial services business produced a solid result despite the difficult economic conditions.
Financial Services attributable profit was down 23%, due to difficult economic conditions.
Debt covenants breached during 2008 led to the value of the sureties being provided in current liabilities.
On 30 June 2009 the company entered into the Agreement with its funders which will result in these sureties
being severed or limited thereby reducing group risk and reversing the breaches. The value of the sureties
and guarantees subject to the breach, and disclosed as current liabilities in December 2008, have now been
disclosed as non-current liabilities in compliance with the Agreement.
During the first six months of this financial year markets stabilised and then rallied resulting in a share price
recovery. In general, the listed shares showed the beginnings of a recovery and therefore an improvement in
asset values. The decrease in interest rates that commenced in December 2008 also contributed favourably
to the results. The positive influence of these factors was, however negated by the slow recovery in property
valuations, which normally lag market recoveries. This resulted in some fair value losses, but to a far
lesser degree than experienced during the same period last year. Subsequent to the six months ended
30 June 2009 the company concluded the acquisition of an indirect 20.4% equity investment in Civils.




76
The Civils transaction became unconditional on 9 July 2009 as all the conditions precedent was met.
The “agterskot” in respect of the Edge acquisition concluded in March 2008 was paid via the issue of
114 367 925 Vunani shares on 27 July 2009.
Revenue decreased during the interim period by 28.9% to R74.8 million (30 June 2008: R105.2 million) mainly
as a result of the slowdown in the financial markets and our scheduled cutback in property developments in
response to the decline in property markets. Operating profit decreased by 45.3% to R13.9 million (30 June
2008: R25.4 million) mainly due to the amortisation of intangible assets on the acquisition of Vunani Corporate
Finance in 2008.
The increase in expenses was largely due to the acquisition of new businesses in the second half of 2008,
included for the full interim period in 2009. The fair value adjustments after tax of R9.1 million (30 June
2008: R338.9 million) was an improvement from last year. This was largely due to the recovery in share
prices during the six months ended 30 June 2009. Finance costs increased to R108 million (30 June 2008:
R88.3 million) due to increased borrowings in the second half of 2008. Vunani`s total assets decreased
to R1.97 billion (31 December 2008: R2.02 billion) as a result of fair value adjustments. The increase in
Accounts receivable from trading activities is off-set by a similar increase in accounts payable from trading
activities. Cash resources decreased as a result of the deterioration in trading conditions and the shortfall in
the financing of investing activities from prior periods.
In terms of an announcement dated 20 March 2009, Vunani shareholders were advised that the decline
in the share prices of certain of Vunani’s empowerment investments resulted in a breach of certain of the
debt covenant ratios with a number of financial institutions which funded Vunani`s participation in such
investments. Vunani’s ability to continue as a going concern is dependent on the restructuring of its debt.
Vunani and its lenders entered the Agreement on 30 June 2009, to restructure Vunani`s existing debt and
recapitalise Vunani to the extent of R313.6 million, to ensure the continued sustainability of Vunani and its
subsidiaries. The detailed implementation of this restructure is currently under way and is expected to result
in a formal circular being sent to shareholders.
The Financial Services businesses comprise Asset Management, Investment Banking and Properties.
Revenues increased to R86.6 million (2008: R80.2 million) however profits after tax declined to R22.5 million
(2008: R29.2 million) due to increased operating expenses largely resulting from the inclusion of businesses
acquired in the second half of the 2008 financial year, the expenses of which are now included for a full year
for the first time. Financing costs also contributed materially to this decline. The Asset Management business
has continued to show growth as expected – net profit after tax grew to R4.8 million (2008: R0.4 million). The
Investment Banking sector was the worst effected by the downturn in the economy with the net profit after tax
declining to a loss of R9.5 million (2008: profit R2.4 million). Properties held their performance at a net profit
after tax of R27.0 million (2008: R26.5 million). Investment Services continued to feel the decline in global
market conditions. The sector delivered R77.4 million (2008: R346.9 million) net loss after tax. The decline in
markets, however, appears to be slowing which bodes well for the group’s investments.


EXTRACTED NOTES TO THE FINANCIAL STATEMENTS
1. PRESENTATION OF FINANCIAL STATEMENTS
    The group financial statements have been prepared in accordance with International Financial Reporting
    Standards, and the Companies Act of South Africa, 1973. The group financial statements have been
    prepared on the historical cost basis, except for certain assets and liabilities in which the group adopts
    the fair value basis for accounting. The group financial statements incorporates the following principal
    accounting policies, which have been consistently applied in all material respects, except where noted
    specifically.
    The accounting policies of the group and company are consistent with those adopted in the previous
    year, except where new accounting policies were adopted for the first time.
    1.1   Significant judgements
          In preparing the financial statements, management is required to make estimates and assumptions
          that affect the amounts represented in the financial statements and related disclosures. Use of
          available information and the application of judgement is inherent in the formation of estimates.
          Actual results in the future could differ from these estimates which may be material to the financial
          statements.




                                                                                                               77
           A significant judgement made by the group is the consolidation of special purpose vehicles (“SPVs”)
           which house its strategic investments. The group bears the majority of the risks and rewards of
           these investments, and therefore consolidates the SPVs.

     1.2   Consolidation
           The group financial statements include the assets, liabilities and results of operations of the holding
           company and its subsidiaries. Subsidiaries are companies in which the group, directly or indirectly,
           has a long-term interest and the power to exercise control over the operations. The group uses
           the purchase method of accounting for the acquisition of its subsidiaries. At acquisition date, the
           identifiable assets and liabilities of the relevant subsidiaries are measured at their fair values and
           the difference between the acquisition cost and the fair value of the identifiable assets and liabilities
           is treated as goodwill. Subsidiaries are consolidated from the date the group acquires effective
           control and consolidation is discontinued from the effective date of disposal. All inter-company
           transactions, balances and unrealised profit and losses on transactions between group companies
           are eliminated on consolidation.
           Investments in subsidiary companies are accounted for at cost in the company financial statements.
           The investments in subsidiaries are assessed for impairment on an annual basis and impairment
           losses are accounted for in the income statement in the period in which they arise.

     1.3   Investment property
           Investment property is real estate held to earn rentals or for capital appreciation. Investment
           properties do not include real estates held for use in the provision or supply of goods or services of
           for administrative purposes.
           Investment property is initially recognised at cost. Transaction costs are included in the initial
           measurement. Subsequent to initial measurement, investment properties are fair valued by
           independent professional property valuers using the discounted cash flow method.
           A gain or loss arising from a change in fair value is included in net profit or loss for the period in
           which it arises.

     1.4   Property and equipment
           The cost of an item of property and equipment is recognised as an asset when:
           – it is probable that future economic benefits associated with the item will flow to the group;
           – the cost of the item can be measured reliably.
           The initial estimate of the costs of dismantling and removing the item and restoring the site on which
           it is located is also included in the cost of property and equipment.
           Property and equipment is carried at cost less accumulated depreciation and any impairment
           losses. Depreciation is recognised on a straight-line basis over the estimated useful lives of the
           assets.
           The following depreciation rates are considered to be appropriate to depreciate the assets over
           their estimated useful lives:
           Item                                          Average useful life
           Leasehold improvements                                   5 years
           Furniture and fixtures                                   6 years
           Motor vehicles                                           4 years
           Office equipment                                     3 – 5 years
           Computer equipment                                       3 years
           Computer software                                        3 years
           The residual value and the useful life of each asset are reviewed at each financial period-end.
           The depreciation charge for each period is recognised in profit or loss unless it is included in the
           carrying amount of another asset.



78
1.5   Goodwill
      Goodwill is initially measured at cost, being the excess of the cost of the business combination over
      the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities.
      Subsequently goodwill is carried at cost less any accumulated impairment. The goodwill recognised
      is assessed on an annual basis for impairment. An impairment loss is recognised whenever the
      carrying amount of the assets is greater than its recoverable amount. The recoverable amount of
      the assets is the higher of its net selling price less costs to sell and its value in use.
      On disposal of a subsidiary or associate, the attributable amount of goodwill is included in the
      determination of the profit or loss on disposal.
      The excess of the company’s interest in the net fair value of the identifiable assets, liabilities and
      contingent liabilities over the cost of the business combination is immediately recognised in profit
      or loss.

1.6   Investments in associates
      Group financial statements
      An investment in an associate is accounted for using the equity method, except when the asset
      is classified as available-for-sale. Under the equity method, the investment is initially recognised
      at cost and the carrying amount is increased or decreased to recognise the group’s share of the
      profits or losses of the investee after acquisition date. The use of the equity method is discontinued
      from the date the group ceases to have significant influence over an associate.
      Any impairment losses are deducted from the carrying amount of the investment in associate.
      Distributions received from the associate reduce the carrying amount of the investment.
      Profits and losses resulting from transactions with associates are recognised only to the extent of
      unrelated investors’ interests in the associate.
      The excess of the consideration paid over the interest in the net fair value of an associate’s
      identifiable assets, liabilities and contingent liabilities is accounted for as goodwill, and is included
      in the carrying amount of the associate.
      The excess of the group’s share of the net fair value of an associate’s identifiable assets, liabilities
      and contingent liabilities over the cost is excluded from the carrying amount of the investment and
      is instead included as income in the period in which the investment is acquired.

1.7   Financial instruments
      Initial recognition
      The group classifies financial instruments, or their component parts, on initial recognition as a
      financial asset, a financial liability or an equity instrument in accordance with the substance of the
      contractual arrangement.
      Financial assets and financial liabilities are recognised on the group’s balance sheet when the
      group becomes party to the contractual provisions of the instrument and derecognised once the
      contractual provisions of the instrument have been exhausted.
      Financial assets and liabilities are initially measured at fair value plus, transaction costs, except for
      those financial assets classified as at fair value through profit and loss, which are initially measured
      at fair value.
      Effective interest method
      The effective interest method is a method of calculating the amortised cost of a financial asset
      and of allocating interest income over the relevant period. The effective interest rate is the rate that
      exactly discounts estimated future cash receipts (including fees on points paid or received that
      form an integral part of the effective interest rate, transaction cost and other premiums or discounts)
      through the expected life of the financial asset, or, where appropriate, a shorter period.
      Income is recognised on an effective interest basis for debt instruments other than those financial
      assets designated that fair value through profit and loss.



                                                                                                                 79
     Equity instruments
     An equity instrument is any contract that evidences a residual interest in the asset of an entity after
     deducting all its liabilities. Equity instruments issued by the group are recorded at the proceeds
     received, net of direct issue costs.
     Trade and other receivables
     Trade and other receivables are measured at amortised cost using the effective interest method.
     Appropriate allowances for estimated irrecoverable amounts are recognised in profit or loss when
     there is objective evidence that the asset is impaired. The allowance recognised is measured
     as the difference between the asset’s carrying amount and the present value of estimated future
     cash flows discounted at the effective interest rate computed at initial recognition. Interest income
     is recognised by applying the effective interest rate, except for short-term receivables when the
     recognition of interest would be material.
     Trade and other payables
     Trade payables are initially measured at fair value, net of transaction costs and are subsequently
     measured at amortised cost, using the effective interest method. Interest expense is recognised on
     an effective yield basis.
     Cash and cash equivalents
     Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term
     highly liquid investments that are readily convertible to a known amount of cash and are subject to
     an insignificant risk of changes in value. These are initially and subsequently recorded at fair value.
     Bank overdraft and borrowings
     Bank overdrafts and borrowings are initially measured at fair value, and are subsequently measured
     at amortised cost, using the effective interest method. Any difference between the proceeds (net
     of transaction costs) and the settlement or redemption of borrowings is recognised over the term
     of the borrowings in accordance with the group’s accounting policy for borrowing costs. Interest
     expense is recognised on the effective yield basis.
     Held for trading financial assets
     Held for trading financial assets are recognised and derecognised on a trade date basis where
     the purchase or sale of an investment is under a contract whose terms require delivery of the
     investment within the timeframe established by the market concerned.
     Investments are measured initially and subsequently at fair value, gains and losses arising from
     changes in fair value are included in profit or loss for the period. The net gain or loss incorporates
     any dividend or interest earned on the financial assets. The fair value is determined in the manner
     described in note 15.
     Financial assets and liabilities are classified as at fair value through profit and loss (“FVTPL”) where
     the financial asset or liability is either held for trading or is designated at FVTPL.
     Financial assets and liabilities are designated as at FVTPL upon initial recognition if:
     • such designation eliminates or significantly reduces a measurement or recognition inconsistency
       that would otherwise arise; or
     • the financial asset forms part of a group of financial assets or financial liabilities or both, which is
       managed and its performance is evaluated on a fair value basis, in accordance with the group’s
       documented risk management or investment strategy, and information about the grouping is
       provided internally on that basis; or
     • it forms part of a contract containing one or more embedded derivatives, and IAS 39 permits the
       entire combined contract (asset or liability) to be designated as at FVTPL.
     Financial assets at FVTPL are stated at fair value, with any resultant gain or loss recognised in profit
     or loss. The net gain or loss recognised in profit or loss incorporates any dividend or interest earned
     on the financial asset. Fair value is determined in the manner described in note 15.
     Financial liabilities at FVTPL are stated at fair value, with any resultant gain or loss recognised in
     profit or loss. The net gain or loss recognised in profit or loss incorporates any interest paid on the
     financial liability. Fair value is determined in the manner described in note 40.



80
1.8   Taxation
      Current tax assets and liabilities
      Current tax for current and prior periods is, to the extent unpaid, recognised as a liability. If the
      amount already paid in respect of current and prior periods exceeds the amount due for those
      periods, the excess is recognised as an asset.
      Current tax liabilities/(assets) for the current and prior periods are measured at the amount expected
      to be paid to/(recovered from) the tax authorities, using the tax rates (and tax laws) that have been
      enacted or substantively enacted by the balance sheet date.
      Deferred tax assets and liabilities
      A deferred tax liability is recognised for all taxable temporary differences, except to the extent that
      the deferred tax liability arises from the initial recognition of an asset or liability in a transaction
      which at the time of the transaction, affects neither accounting profit nor taxable profit/(tax loss).
      A deferred tax asset is recognised for all deductible temporary differences to the extent that it is
      probable that taxable profit will be available against which the deductible temporary difference can
      be utilised. A deferred tax asset is not recognised when it arises from the initial recognition of an
      asset or liability in a transaction at the time of the transaction, affects neither accounting profit nor
      taxable profit/(tax loss).
      A deferred tax asset is recognised for the carry forward of unused tax losses and unused STC credits
      to the extent that it is probable that future taxable profit will be available against which the unused
      tax losses and unused STC credits can be utilised.
      Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the
      period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that
      have been enacted or substantively enacted by the balance sheet date.

1.9   Leases
      A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental
      to ownership. A lease is classified as an operating lease if it does not transfer substantially all the
      risks and rewards incidental to ownership.
      Operating leases – lessor
      Assets leased out as operating leases are included in investment properties. Rental income is
      recognised as income on a straight-line basis over the lease term.
      Operating leases – lessee
      Operating lease payments are recognised as an expense on a straight-line basis over the lease
      term. The difference between the amounts recognised as an expense and the contractual payments
      are recognised as an operating lease asset.
      Any contingent rents are expensed in the period they are incurred.

1.10 Inventory
      Inventory represents property developments under construction. Inventory is stated at the lower of
      cost and net realisable value. Cost comprises direct materials and, where applicable, directs labour
      costs and those overheads that have been incurred in bringing the property developments to their
      present location and condition. Net realisable value represents the estimated selling price less all
      estimated costs to completion and costs to be incurred in marketing, selling and distribution.

1.11 Impairment of assets
      The group assesses at each balance sheet date whether there is any indication that an asset may
      be impaired. If any such indication exists, the group estimates the recoverable amount of the asset.




                                                                                                              81
          Irrespective of whether there is any indication of impairment, the group also:
          • tests intangible assets with an indefinite useful life or intangible assets not yet available for
            use for impairment annually by comparing its carrying amount with its recoverable amount.
            This impairment test is performed during the annual period and at the same time every period;
          • tests goodwill acquired in a business combination for impairment annually.
          The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less costs
          to sell and its value in use.
          An impairment loss of assets carried at cost less any accumulated depreciation or amortisation is
          recognised immediately in profit or loss. Any impairment loss of a revalued asset is treated as a
          revaluation decrease, to the extent of the revaluation adjustment in excess of cost

     1.12 Share capital and equity
          Share capital issued by the company is recorded as the proceeds received, net of direct issue
          costs. Ordinary and preference shares capital are classified as equity, if it is non-redeemable by
          the shareholder and dividends are discretionary. An equity instrument is the residual interest in the
          assets of an entity after deducting all of its liabilities.
          Preference share capital is classified as a liability if it is redeemable on a specific date or at the
          option of the shareholder or if dividend payments are not discretionary. Dividends thereon are
          recognised in profit or loss as interest expense.

     1.13 Share based payments
          Goods or services received or acquired in a share-based payment transaction are recognised
          when the goods or the services are received. A corresponding increase in equity is recognised
          if the goods or services were received in an equity-settled share-based payment transaction or a
          liability if the goods or services were acquired in a cash-settled share-based payment transaction.
          When the goods or services received or acquired in a share-based payment transaction do not
          qualify for recognition as assets, they are recognised as expenses.
          For equity-settled share-based payment transactions, the goods or services received are measured,
          and the corresponding increase in equity, directly, at the fair value of the goods or services received,
          unless that fair value cannot be estimated reliably.
          If the fair value of the goods or services received cannot be estimated reliably, their value and
          the corresponding increase in equity, indirectly, are measured by reference to the fair value of the
          equity instruments granted.
          For cash-settled share-based payment transactions, the goods or services acquired and the liability
          incurred are measured at the fair value of the liability. Until the liability is settled, the fair value of the
          liability is re-measured at each reporting date and at the date of settlement, with any changes in fair
          value recognised in profit or loss for the period.
          If the share based payments granted do not vest until the counterparty completes a specified
          period of service, group accounts for those services as they are rendered by the counterparty
          during the vesting period, (or on a straight-line basis over the vesting period).
          If the share-based payments vest immediately the services received are recognised in full.

     1.14 Employee benefits
          Defined contribution plans
          Payments to defined contribution retirement benefit plans are charged as an expense as they
          fall due.




82
1.15 Provisions
    Provisions are recognised when:
    • the group has a present obligation as a result of a past event;
    • it is probable that an outflow of resources embodying economic benefits will be required to settle
      the obligation;
    • a reliable estimate can be made of the obligation.
    The amount of a provision is the present value of the expenditure expected to be required to settle
    the obligation.

1.16 Revenue
    Revenue represents fee and commission income and rental income which is recognised on an
    accrual basis. Revenue is only recognised when it is probable that the economic benefits associated
    with a transaction will flow to the group and company, and the amount of revenue can be reliably
    estimated.
    Revenue is measured at the fair value of the consideration received or receivable and represents
    the amounts receivable for goods and services provided in the normal course of business, net of
    trade discounts and volume rebates, and value-added tax.
    Commission and fee income are earned from trading activities that the group carries on behalf of its
    clients. Commission income is recognised upon the successful conclusion of trades for a specific
    client.
    Interest is recognised, in profit or loss, using the effective interest method.
    Dividends are recognised, in profit or loss, when the company’s right to receive payment has been
    established.
    Unrealised profits are recognised when FVTPL investments are adjusted to fair value with the
    unrealised gain or loss reflected in the income statement and realised profits are recognised when
    investments are sold.
    Rental income from investment properties represents agreed rentals in terms of the signed lease
    agreements net of VAT.

1.17 Related party transactions
    Related party transactions are transactions which result in a transfer of resources, services or
    obligations between related parties, regardless of whether a price is charged. Related parties refer
    to entities in which the company, directly or indirectly, through one or more intermediaries controls or
    is controlled by or is under common control with. These include the holding company, subsidiaries
    and fellow subsidiaries.

1.18 Key sources of estimation uncertainty
    The company makes estimates and assumptions that affect the reported amounts of assets
    and liabilities. Estimates and judgements are continually evaluated and are based on historical
    experience and other factors, including expectations of future events that are believed to be
    reasonable under the circumstances.
    1.18.1 Impairment losses on loans and advances
            The group reviews its loan portfolios to assess impairment on a monthly basis. In determining
            whether an impairment loss should be recorded in income, the group makes judgements
            as to whether there is any observable data indicating that there is a measurable decrease
            in the estimated future cash flows from a portfolio of loans before the decrease can be
            identified with an individual loan in that portfolio. This evidence may include observable
            data indicating that there has been an adverse change in the payment status of borrowers
            in a group, or national or local economic conditions that correlate with defaults on assets
            in the group. Management uses estimates based on historical loss experience for assets
            with credit risk characteristics and objective evidence of impairment similar to those in the



                                                                                                         83
                   portfolio when scheduling its future cash flows. The methodology and assumptions used for
                   estimating both the amount and timing of future cash flows are reviewed regularly to reduce
                   any differences between loss estimates and actual loss experience.
          1.18.2 Fair value of financial instruments
                   The fair value of financial instruments that are not quoted in active markets are determined
                   by using valuation techniques. Where valuation techniques are used to determine fair
                   values, they are validated and periodically reviewed by qualified personnel independent
                   of the area that created them. All models are certified before they are used, and models
                   are calibrated to ensure that outputs reflect actual data and comparative market prices.
                   To the extent practical, models use only observable data. However areas such as credit
                   risk, volatilities and correlations require management to make estimates. Changes in
                   assumptions about these factors could affect reported fair value of financial instruments.

     1.19 Borrowing costs
          Borrowing costs directly attributable to the acquisition, construction or production of qualifying
          assets, which are assets that necessarily take a substantial period of time to get ready for their
          intended use or sale, are added to the cost of those assets, until such time as the assets are
          substantially ready for their intended use or sale. Investment income earned on the temporary
          investment of specific borrowings pending their expenditure on qualifying assets is deducted from
          the borrowing costs eligible for capitalisation. All other borrowing costs are recognised in profit or
          loss in the period in which they are incurred.

     1.20 Other intangible asset
          Intangible assets acquired separately are reported at cost less accumulated amortisation and
          accumulated impairment losses. Amortisation is charged on a straight-line basis over their
          estimated useful lives. The estimated useful life and amortisation method are reviewed at the end
          of each annual reporting period, with the effect of any changes in estimate being accounted for on
          a prospective basis.


2. ADOPTION OF NEW AND REVISED STANDARDS
     Standards and interpretations effective in the current period
     There are standards and interpretations in issue that are not yet effective. These include the following
     standards and interpretations that could be applicable to the business of the company and may have an
     impact on future financial statements.
     The following accounting policies were adopted by the group in the 2008 financial year and did not have
     any impact on the financial results:
     IFRIC 12 – Service Concessions
     This interpretation provides guidance to assist users in interpreting arrangements where governments or
     other bodies grant contracts for the supply of public services to private companies.
     IFRIC 13 – Customer Loyalty Programmes
     This interpretation provides guidance for companies that grant loyalty award credits to customers.
     IFRIC 14, IAS 19 – Employee Benefits and Minimum Funding Requirements
     IAS 19 provides guidance on the measurement of the defined benefit asset or liability.
     IFRS 2 – Share-based Payment
     The amendment to this standard defines that service conditions and performance conditions are the only
     vesting conditions. Also all cancellations should receive the same accounting treatment.
     IFRS 5 Non-current Assets Held for Sale and Discontinued Operations
     Any commitment to sell a portion of a subsidiary that involves a loss of control, results in the subsidiary
     being classifies as held-for-sale under IFRS 5. All of the assets and liabilities of that subsidiary should be
     classified as held for sale.



84
IAS 39 – Financial Instruments: Recognition and Measurement
The amendment provides guidance on how hedge accounting should be applied in certain specific
situations.
IAS 20 – Accounting for Government Grants and Disclosure of Government Assistance
This amendment does not impact on the group.
Impact of standards and interpretations not yet adopted
A number of new standards, amendments to standards and interpretations are not yet effective for the
year ended 31 December 2008, and have not been applied in preparing these consolidated financial
statements:
IAS 23 – Borrowing Costs
Revised IAS 23, Borrowing Costs, removes the option to expense borrowing costs and requires that an
entity capitalise borrowing costs directly attributable to the acquisition, construction or production of
a qualifying asset as part of the cost of that asset. The revised IAS 23 will become mandatory for the
group’s 2009 consolidated financial statements and will have no impact on the financial statements.
IAS 1– Presentation of Financial Statements
Revised IAS 1, Presentation of Financial Statements, introduces the term total comprehensive income,
which represents changes in equity during a period other than those changes resulting from transactions
with owners in their capacity as owners. Total comprehensive income may be presented in either a
single statement of comprehensive income (effectively combining both the income statement and all
non-owner changes in equity in a single statement), or in an income statement and a separate statement
of comprehensive income. Revised IAS 1, which becomes mandatory for the group’s 2009 consolidated
financial statements, is expected to have an impact on the presentation of the consolidated financial
statements.
IAS 32 – Financial Instruments: Presentation and IAS 1 Presentation of Financial Statements –
Puttable Financial Instruments and Obligations Arising on Liquidation
Amendments to IAS 32, Financial Instruments: Presentation and IAS 1, Presentation of Financial Statements
– Puttable Financial Instruments and Obligations Arising on Liquidation, requires puttable instruments,
and instruments that impose on the entity an obligation to deliver to another party a pro rata share of
the net assets of the entity only on liquidation, to be classified as equity if certain conditions are met.
The amendments, which become mandatory for the group’s 2009 consolidated financial statements, with
retrospective application required, are not expected to have any impact on the consolidated financial
statements.
IFRS 3 – Business Combinations
Revised IFRS 3, Business Combinations, incorporates the following changes that are likely to be relevant
to the group’s operations:
• The definition of a business has been broadened, which is likely to result in more acquisitions being
  treated as business combinations.
• Contingent consideration will be measured at fair value, with subsequent changes therein recognised
  in profit or loss.
• Transaction costs, other than share and debt issue costs, will be expensed as incurred.
• Any pre-existing interest in the acquiree will be measured at fair value with the gain or loss recognised
  in profit or loss.
• Any non-controlling (minority) interest will be measured at their fair value, or at its proportionate interest
  in the identifiable assets and liabilities of the acquiree, on a transaction-by-transaction basis.
Revised IFRS 3, which becomes mandatory for the group’s 2010 consolidated financial statements,
will be applied prospectively and therefore there will be no impact on prior periods in the group’s 2010
consolidated financial statements.




                                                                                                             85
     IAS 27 – Consolidated and Separate Financial Statements
     Amended IAS 27, Consolidated and Separate Financial Statements, requires accounting for changes in
     ownership interests by the group in a subsidiary, while maintaining control, to be recognised as an equity
     transaction. When the group loses control of a subsidiary, any interest retained in the former subsidiary
     will be measured at fair value with the gain or loss recognised in profit or loss. The amendments to IAS 27,
     which becomes mandatory for the group’s 2010 consolidated financial statements, are not expected to
     have a significant impact on the consolidated financial statements.
     IFRS 2 – Share-based Payment – Vesting Conditions and Cancellations
     Amendment to IFRS 2, Share-based Payment – Vesting Conditions and Cancellations, clarifies the
     definition of vesting conditions, introduces the concept of non-vesting conditions, requires non-vesting
     conditions to be reflected in grant-date fair value and provides the accounting treatment for non-vesting
     conditions and cancellations. The amendments to IFRS 2 will become mandatory for the group’s 2009
     consolidated financial statements, with retrospective application. The group has not yet determined the
     potential effect of the amendment.
     Other standards and interpretations that may have an effect on the group are IAS 28, Investments
     in Associates, IAS 36, Impairment of assets, IAS 38, Intangible Assets and IAS 40, Investment Property.
     The effect of these amendments are being assessed by the group.

8. INVESTMENTS IN ASSOCIATES
     Name of company                                                Percentage holding              Carrying amount
                                                                           2008                           2007
                                                                                                         R’000
     Basfour 558 (Pty) Ltd                                            40.0          40.0                21           21
     Greenstone Hill Office Park (Pty) Ltd                            40.0          40.0             4 068            –
     Intelleca Voice and Mobile (Pty) Ltd                                –          25.0                 –       15 011
     K & M Investments (Pty) Ltd **                                   50.0          50.0             4 039        4 705
     Loato Properties (Pty) Ltd                                       34.0          34.0             2 041        1 850
     Lexshell 638 Investments (Pty) Ltd                               50.0          50.0             1 490          153
     Moores Rowland Corporate Finance (Pty) Ltd **                    25.0          25.0               160          287
     Orion Properties 14 (Pty) Ltd                                    50.0          50.0             2 973          263
     Papillon In Flight (Pty) Ltd **                                  26.0          26.0             3 330        3 848
     Rudian Investments (Pty) Ltd **                                  26.0          26.0               416          416
     Sponges Holdings (Pty) Ltd                                       29.0          29.0             2 693        2 693
     V – Correspond (Pty) Ltd                                         40.0          40.0             1 109        1 125
     Waterstone Park Development Company (Pty) Ltd **                 33.0          33.0             6 401        6 816
     Wisdom of Africa Cosmetics (Pty) Ltd                             35.0          35.0                 –            –
     Baycove Properties 2 (Pty) Ltd                                   45.0          45.0             6 777          149
     Blue Age Properties 61 (Pty) Ltd                                 26.0          26.0             1 357          (22)
     Cape Gannet Properties (Pty) Ltd                                 50.0          50.0               422           13
     Glenhove Fund Managers (Pty) Ltd **                              29.6          36.0               705        3 180
     Macawber 534 (Pty) Ltd                                           47.6          48.0             5 333        3 921
     Qinisile (Pty) Ltd                                                  –          26.0                 –       18 540
     Royal Albatross 379 (Pty) Ltd                                    40.0          40.0             2 162        1 106
     Vunani Private Equity Partners (Pty) Ltd **                      25.0          25.0             1 468          125
     Wolfsberg Arch Investment (Pty) Ltd                              40.0          40.0             1 042        1 666
     Pacific Eagle Properties (Pty) Ltd                               50.0             –                 –            –
     Street Spirit Trading 169 (Pty) Ltd                              25.0             –             1 438            –
     Capital Land Asset Management (Pty) Ltd
     (formerly Union Square)                                          33.0              –               –               –
     Capital Land Development (Pty) Ltd                               26.0              –               –               –
     Baycove Developments (Pty) Ltd                                   45.0              –               4               –
     Edge Holdings (Pty) Ltd **                                       45.0              –         152 141               –
     RRL Holdings (Pty) Ltd                                           30.0              –           4 487               –
                                                                                                  206 077        65 866
     Investments through share capital                                                            140 318        12 848
     Investments through loans                                                                     65 759        53 018
     ** These associates have different year-ends to the group, and are equity accounted on the basis of associates December
        management accounts.

     All associates are incorporated in South Africa.



86
  The carrying amounts of associates are shown inclusive of loans to/from associates and net of impairment
  losses.
  The group cannot withdraw cash from the associates until such time as the funding to the associates has
  been repaid.
                                                                 Group                   Company
                                                                 2008                      2007
                                                                 R’000                    R’000
  Movement in carrying amount
  Opening balance                                       65 866        32 570              –              –
  Transfer from investments                             30 000             –              –              –
  Additions                                            138 418        12 711              –              –
  Disposals                                            (24 401)       (6 383)             –              –
  Equity accounted profits on disposals                      –             –
  Loss on disposals                                     (7 842)            –              –              –
  Dividends received from associates                   (13 693)            –              –              –
  Share of profits before taxation                      26 539        31 620              –              –
  Income tax on associates                              (8 810)       (4 652)             –              –
                                                       206 077        65 866              –              –
  Summary of assets and liabilities
  Total assets                                          431 310      298 013              –              –
  Total liabilities                                    (242 742)    (185 980)             –              –
                                                       188 568       112 033              –              –
  Summary of revenue and net profit after taxation
  Revenue                                              140 016       148 373              –              –
  Net profit after taxation                             43 705        37 901              –              –


                                                                   2008                       2007
                                                                       Fair                           Fair
  Group                                                   Cost        value           Cost           value
                                                         R’000        R’000          R’000           R’000

11. INVESTMENT PROPERTY
  Investment property                                  623 349       817 132       437 342      700 935


                                                                 Group                  Company
                                                          2008        2007            2008     2007
                                                         R’000       R’000           R’000    R’000
  Reconciliation of investment property
  Opening balance                                      700 935       524 600              –              –
  Additions                                            198 497        13 189              –              –
  Proceeds on disposal                                 (26 764)            –              –              –
  Profit on disposals                                   13 343             –              –              –
  Fair value on disposals                                  931             –              –              –
  Fair value adjustments                               (72 713)      157 831              –              –
  Operating lease – straight-line effect                 2 903         5 315              –              –
                                                       817 132       700 935              –             –

  Details of valuation
  The effective date of the revaluations was 31 December 2008. Revaluations were performed by
  independent valuators. It is the group’s policy to revalue properties that have been owned for longer
  than a year. The value of properties owned for less than a year are deemed to approximate cost.
  In determining the value for fair value purposes, the valuers have adopted the traditional Discounted
  Cash Flow (DCF) method of valuation as prepared by their proprietary property valuation package.


                                                                                                         87
     The discount and exit capitalisation rates are determined by reference to comparable sales and
     appropriate surveys prepared by IPD/SAPOA and benchmarked against other comparable valuations
     after consultation with experienced and informed people in the property industry including other valuers,
     brokers and investors. The discount and capitalisation rates are dependent on a number of factors, such
     as location, the condition of the improvements, current market conditions, the lease covenant and the
     risk inherent in the property.


                                                             Percentage holding          Carrying amount
     Figures in Rand 000s                                     2008       2007             2008       2007
                                                                                         R’000      R’000
14. INVESTMENTS IN SUBSIDIARIES
     Name of company
     Vunani Capital (Pty) Ltd                                100.0        100.0                –            –
     Vunani Securities (Pty) Ltd                             100.0        100.0            8 642        8 642
     Vector Securities and Derivatives (Pty) Ltd             100.0        100.0            3 346        3 346
     Vector Equities (Pty) Ltd                               100.0        100.0                –            –
     Vunani Resources 2 (Pty) Ltd                            100.0        100.0                –            –
     Vunani Properties (Pty) Ltd                              78.0         78.0                –            –
                                                                                        11 988         11 988

                                                                             Percentage            Percentage
                                                                                holding               holding
                                                                                   2008                  2007
     Indirect subsidiaries
     Vunani Capital (Pty) Ltd
        Drees & Sommer (Pty) Ltd                                                   100.0                100.0
        Evening Shade Investments (Pty) Ltd                                        100.0                100.0
        Rapicorp 59 (Pty) Ltd                                                      100.0                100.0
        Lexshell 630 (Pty) Ltd                                                     100.0                100.0
        Sanski Investment 54 (Pty) Ltd                                              50.0                 50.0
        Southern Palace Investments 359 (Pty) Ltd                                  100.0                100.0
        Vunani Resources (Pty) Ltd                                                 100.0                100.0
        Vunani Energy (Pty) Ltd                                                    100.0                100.0
        Vunani Financial Solutions (Pty) Ltd                                           –                 90.0
        African Dune Investments 183 (Pty) Ltd                                     100.0                100.0
        Anchor Park Investments 42 (Pty) Ltd                                       100.0                100.0
        Anchor Park Investments 81 (Pty) Ltd                                       100.0                100.0
        Before the Wind Investments 244 (Pty) Ltd                                   50.0                 50.0
        Eagle Creek Investments 651 (Pty) Ltd                                       50.0                 50.0
        Georgia Avenue Investment 32 (Pty) Ltd                                     100.0                100.0
        Mayborn Investment 17 (Pty) Ltd                                            100.0                100.0
        Pacific Heights Investments 118 (Pty) Ltd                                  100.0                100.0
        Vunani Bunkers (Pty) Ltd                                                    51.0                 51.0
        Vunani Equity Partners (Pty) Ltd                                           100.0                100.0
        Vunani Metals and Minerals (Pty) Ltd                                        51.0                 51.0
        Camden Bay Investments (Pty) Ltd                                            51.0                 51.0
        Vunani Portfolio Solutions (Pty) Ltd                                        70.0                 55.0
        Wonderwall Investments (Pty) Ltd                                           100.0                100.0
        Aquarella Investments (Pty) Ltd                                            100.0                    –
        Northern Ocean Investments (Pty) Ltd                                       100.0                    –
        Integrated Managed Investments (Pty) Ltd                                    51.0                    –
        Vunani Asset Consulting Services (Pty) Ltd                                 100.0                    –
        Spaciros (Pty) Ltd                                                          51.0                    –




88
                                                                                           Percentage            Percentage
                                                                                              holding               holding
                                                                                                 2008                  2007
  Vunani Properties (Pty) Ltd
    8 Mile Investments 454 (Pty) Ltd                                                               100.0               100.0
    Dreamworks Investments 125 (Pty) Ltd                                                            85.0                85.0
    One Vision 54 (Pty) Ltd                                                                        100.0               100.0
    Southern Spirit Properties 142 (Pty) Ltd                                                       100.0               100.0
    Sovereign Seeker Investments 30 (Pty) Ltd                                                      100.0               100.0
    Vunani Property Asset Managers (Pty) Ltd                                                       100.0               100.0
    Vunani Property Investment Fund (Pty) Ltd                                                       50.2                50.0
    Cedar Park Properties 31 (Pty) Ltd                                                             100.0               100.0
    Double Peak Properties 70 (Pty) Ltd                                                            100.0               100.0
    Vunani Property Fund Management Trust                                                           51.0                51.0
    Pacific Eagle Properties (Pty) Ltd                                                             100.0                   –
  All subsidiaries are incorporated in South Africa
  The following subsidiaries are being consolidated as the group has control through the board of directors
  of the companies and by agreement with our partners:
  Sanski Investment 54 (Pty) Ltd;
  Before the Wind Investments 244 (Pty) Ltd; and
  Eagle Creek Investments 651 (Pty) Ltd.
  The group cannot withdraw cash from the subsidiaries until such time as the funding to the subsidiaries
  has been repaid.
                                                          Investments                                 Related
                                                                                                         Debt     Secured by
                                                                                                      Secured       underlying
                                     Number of                                                              by     investment
                                        shares/                                 Fair                underlying    and holding
  Figures in R’000           percentage holding         Listed   Unlisted*     value      Debt     investment        company

15. OTHER INVESTMENTS
  December 2008
  Vunani Limited
  African Legends Ltd                     2 248 000          –     1 869       1 869          –              –              –
  Nqoba Gaming (Pty) Ltd                    17.50%           –       156         156          –              –              –
  Qphoto Investment                            11%           –         –           –          –              –              –
  Gidani (Pty) Ltd                             13%           –    71 666      71 666          –              –              –
  Respiratory Care Africa (Pty) Ltd              1%          –       286         286          –              –              –
  General trading portfolios                 Various     1 029         –       1 029          –              –              –
  BSI Ltd                                50 000 000     42 500         –      42 500    (57 097)             –        (57 097)
  JSE Ltd                                   545 946     20 095         –      20 095          –              –              –
  Alert Ltd                              17 500 000     12 600         –      12 600          –              –              –
  Esor Ltd                               10 000 000     33 199         –      33 199          –              –              –
  Workforce Holdings Ltd                 42 900 000     14 586         –      14 586    (24 000)             –        (24 000)
  Brikor Ltd                                 46 215         16         –          16          –              –              –
  Interwaste Holdings Ltd                                1 157         –       1 157          –              –
  PLC                                                      101         –         101          –              –
  BESA Ltd                                   30 000          –       105         105          –              –              –
  Lexshell 630 (Pty) Ltd
  – Peregrine Quant (Pty) Ltd.                 11%           –    19 066      19 066          –              –              –
  Sanski Investments 52 (Pty) Ltd
  – lliad Africa Ltd                            3%      10 685          –     10 685     (9 219)        (9 219)             –
  Rapicorp 59 (Pty) Ltd
  – Peregrine Holdings Ltd               15 027 210    124 726          –    124 726    (65 332)      (65 332)              –
  Camden Bay (Pty) Ltd
  – Wesiswe Platinum Ltd                 29 761 905     59 524          –     59 524    (47 676)      (47 676)              –
  Georgia Avenue Investments
  (Pty) Ltd – Interwaste Holdings Ltd    47 500 000     38 000          –     38 000    (39 966)      (31 973)         (7 993)
  Anchor Park Investment 42
  (Pty) Ltd – Brikor Ltd                130 000 000     45 500          –     45 500   (103 938)      (26 677)        (77 261)
  Wonderwall Investments
  (Pty) Ltd – PSV Ltd                    55 000 000     30 250          –     30 250    (22 320)      (22 320)              –
  African Dune Investments 183
  (Pty) Ltd – Kaydev Ltd                 50 000 000     11 049          –     11 049          –              –              –
  Anchor Park Investments 81
  (Pty) Ltd – TWP Ltd                    18 126 636     77 945          –     77 945   (301 623)      (78 933)       (222 690)




                                                                                                                             89
                                                      Investments                                            Related
                                                                                                                debt    Secured by
                                                                                                            Secured       underlying
                                        Number of                                                                 by     investment
                                           shares/                                   Fair                 underlying    and holding
     Figures in R’000           percentage holding           Listed   Unlisted*     value       Debt     investment        company
     Pacific Heights Investment 118
     (Pty) Ltd – Redefine Income
     Fund Ltd                            8 000 000          50 000     50 000     (46 910)    (46 910)             –
     Aquarella Investments (Pty) Ltd
     – Buildworks Ltd                    5 700 000           3 249           –      3 249      (3 105)        (3 105)             –
                                           482 385 913     576 211     93 148     669 359    (721 186)     (332 145)       (389 041)
     Disclosed as:
     Non-current assets                                    395 680     93 148     488 828    (234 528)     (226 535)         (7 993)
     Current assets                                        180 531          –     180 531    (486 658)     (105 610)       (381 048)

                                                      Investments                                            Related
                                                                                                                debt    Secured by
                                                                                                            Secured       underlying
                                        Number of                                                                 by     investment
                                           shares/                                   Fair                 underlying    and holding
     Figures in R’000           percentage holding           Listed   Unlisted*     value       Debt     investment        company
     December 2007
     Vunani Limited
     African Legends Ltd                              –          –      1 870       1 870           –              –              –
     Qphoto Investment                            11%            –      4 020       4 020           –              –              –
     Gidani (Pty) Ltd                             13%            –    107 566     107 566           –              –              –
     Respiratory Care Africa (Pty) Ltd              1%           –        289         289           –              –              –
     General trading portfolios                 Various      7 854          –       7 854           –              –              –
     BSI Ltd                                50 000 000      44 500          –      44 500     (57 038)             –        (57 038)
     Buildworks Ltd                          5 700 000       9 120          –       9 120      (7 485)        (7 485)             –
     JSE Ltd                                   545 946      47 234          –      47 234           –              –              –
     Wizard Investments Ltd                         2%       2 000          –       2 000           –              –              –
     Alert Ltd                              17 500 000      20 475          –      20 475           –              –              –
     Esor Ltd                               10 000 000      87 000          –      87 000           –              –              –
     Workforce Holdings Ltd                 42 900 000      68 640          –      68 640     (24 000)             –        (24 000)
     Lexshell 630 (Pty) Ltd
     – Peregrine Quant (Pty) Ltd.                 11%            –     25 109      25 109           –              –              –
     Sanski Investments 52
     (Pty) Ltd – lliad Africa Ltd                  3%       44 583           –     44 583     (27 449)      (27 449)              –
     Rapicorp 59 (Pty) Ltd
     – Peregrine Holdings Ltd               15 027 210     300 395           –    300 395    (127 249)     (138 799)              –
     Southern Palace Investments 359
     (Pty) Ltd – Edge Capital (Pty) Ltd           10%            –     22 023      22 023     (16 994)      (16 994)              –
     Camden Bay (Pty) Ltd
     – Wesizwe Platinum Ltd                 29 761 905     273 810           –    273 810    (142 179)     (161 622)              –
     Georgia Avenue Investments
     (Pty) Ltd – Interwaste Holdings Ltd    47 500 000      73 625           –     73 625     (64 865)      (72 060)              –
     Anchor Park Investment 42
     (Pty) Ltd – Brikor Ltd                130 000 000     193 700           –    193 700    (168 431)     (120 252)        (50 000)
     Wonderwall Investments
     (Pty) Ltd – PSV Ltd                    55 000 000      41 250           –     41 250     (39 339)      (39 339)              –
     African Dune Investments 183
     (Pty) Ltd – Kaydev Ltd                 50 000 000      50 000           –     50 000           –              –              –
     Anchor Park Investments 81
     (Pty) Ltd – TWP Ltd                    18 126 636     440 134           –    440 134    (363 020)     (203 020)       (160 000)
     Pacific Heights Investment 118
     (Pty) Ltd – Redefine Income
     Fund Ltd                                8 000 000      62 400           –     62 400     (58 681)      (58 681)              –
     Non-current assets                                   1 766 720   160 877 1 927 597 (1 096 730)        (845 701)       (291 038)
     Note:
     *The unlisted investments are fair valued annually by the directors. The method used in valuing the Asset management businesses
      is based on funds under management and the Operating businesses are valued using the discounted cash flow method.

     The listed investment’s value are determined with reference to the market value of the share price at year-
     end. Both the listed and unlisted investments are designated at FVTPL.
     The debt related to the investments are stated at fair value as reflected in notes 7 and 25.




90
   In 2007 the fair value of liabilities, relating to the above investments which were designated as fair value
   through the income statement, were added to the value of the respective investments. These amounts
   have been reclassified in 2007 to be included in the fair value of the liability. The 2008 figures have been
   correctly classified.
   Debt at fair value includes capitalised interest and attributable profit participation.


19. LOANS TO GROUP COMPANIES
   Subsidiaries
   Vunani Securities (Pty) Ltd                                     –            –              –     15 000
   Vunani Capital (Pty) Ltd                                        –            –        251 106    183 059
   Vunani Resources (Pty) Ltd                                      –            –              –          –
   Vunani Resources 2 (Pty) Ltd                                    –            –              –          –
   The loans to and from group companies are
   unsecured, interest-free and have no fixed
   terms of repayment.
                                                                   –            –        251 106    198 059
   Holding company
   Vunani Group (Pty) Ltd                                          –            –              –           –
   The loans to and from the holding company
   are unsecured, interest free and have no
   fixed terms of repayment.
   Current assets                                                  –            –        251 106    198 059
   Current liabilities                                             –            –              –          –
                                                                   –            –        251 106    198 059


25. OTHER FINANCIAL LIABILITIES
   Carried at fair value through
   profit or loss (FVTPL)
   25.1   Standard Bank Ltd                                  57 097       57 038               –           –
          Three-year term loan secured by investment
          in BSI Ltd and carries interest at prime and
          a 20% profit participation.
   25.2   Firefly Investments 61 (Pty) Ltd                    3 105        7 485               –           –
          The loan in Aquarella Investments (Pty) Ltd,
          has no fixed term of repayment, is secured
          by the investment in Buildworks Group Ltd
          and carries interest at prime and a profit
          participation of 80%.
   25.3   ABSA Bank Ltd                                      47 676      142 179               –           –
          Cumulative redeemable 35% participating
          preference shares in Camden Bay
          Investments 2 (Pty) Ltd with interest at 75%
          of prime and is secured by the investment
          in Wesizwe Ltd.




                                                                                                            91
25. OTHER FINANCIAL LIABILITIES (continued)
     25.4   Coronation Capital Ltd                       39 966    64 865         –   –
            Three-year cumulative redeemable
            participating preference shares in
            Georgia Avenue Investments (Pty) Ltd
            with interest at 70% of prime and is
            secured by the investment in
            Interwaste Ltd, and entitled to a 50%
            profit share.
     25.5   Investec Bank Ltd                           103 938   168 431    77 261   –
            One-year term loan in Anchor Park
            Investments 42 (Pty) Ltd attracting
            interest at prime with a profit
            participation of 30% and secured by
            the investment in Brikor Ltd.
     25.6   Investec Bank Ltd                            22 320    39 339         –   –
            Seven-year term loan in Wonderwall
            Investments 36 (Pty) Ltd attracting
            interest at prime less 0.5% and
            secured by the investment in PSV Ltd.
     25.7   Investec Bank Ltd                           301 624   363 020   222 690   –
            One-year term loan in Anchor Park
            Investments 81 (Pty) Ltd attracting
            interest at prime less 1% with a profit
            participation of 35% and secured by
            the investment in TWP.
     25.8   First National Bank Ltd                      40 405    49 320         –   –
            Five-year term loan in Pacific Heights
            Investment 118 (Pty) Ltd with interest
            equivalent to all dividend payments
            from Redefine Ltd and secured by the
            investment in Redefine Ltd, with a profit
            share of 23.33%.
     25.9   Standard Bank Ltd                             6 504     9 361         –   –
            Five-year term loan in Pacific Heights
            Investment 118 (Pty) Ltd with 90%
            of loan attracting interest at 11.74%
            and the balance at a floating rate of
            prime less 1.5% and secured by the
            investment in Redefine Ltd.
     25.10 Standard Bank Ltd                             24 000    24 000         –   –
            Three-year term loan in Vunani Capital
            (Pty) Ltd., attracting interest at prime
            and secured by the investment in
            Workforce Ltd.




92
25. OTHER FINANCIAL LIABILITIES (continued)
   25.11 ABSA Bank Ltd                                65332      137025          –   –
         Cumulative redeemable participating
         preference shares in Rapicorp 59 (Pty)
         Ltd with interest at 75% of prime and is
         secured by the investment in Peregrine
         Holdings Ltd, with the profit share
         ranging from 25% – 45% depending on
         the share price.
   25.12 ABSA Bank Ltd                                12930       12873          –   –
         Cumulative redeemable participating
         preference shares in Vunani Capital
         (Pty) Ltd attracting interest at 75% of
         prime and secured by the investment
         in Peregrine Holding Ltd.
   25.13 Coronation Capital Ltd                        9219       27449          –   –
         Cumulative redeemable participating
         preference shares in Sanski
         Investments 52 (Pty) Ltd with interest at
         71% of prime less 1.5% and is secured
         by the investment in Iliad Africa Ltd
         with a profit share of 50%.
                                                     734 116   1 102 385   299 951   –
   Carried at amortised cost
   25.14 Grincap (Pty) Ltd                            32 312     16 994          –   –
         Five-year cumulative redeemable
         preference shares in Southern Palace
         Investments 359 (Pty) Ltd, with interest
         at 75% of prime and is secured by the
         investment in Edge Capital (Pty) Ltd.
   25.15 Hyprop Investments Ltd                       70 924     70 924          –   –
         Redeemable, linked, indefinite period
         debentures with no fixed interest rate in
         Vunani Property Investment Fund
         (Pty) Ltd.
   25.16 DBSA                                         25 866     25 293          –   –
         Seven-year redeemable, cumulative
         debentures in Vunani Capital (Pty) Ltd,
         with interest at 13.75%.
   25.17 Standard Bank Ltd                            40 627     40 627          –   –
         Five-year renewable loan in Vunani
         Properties (Pty) Ltd with interest fixed
         at 10.72% secured by the investment
         in Vunani Property Investment Fund
         (Pty) Ltd.
   25.18 Standard Bank Ltd                            19 733     19 733          –   –
         Five-year renewable loan in Vunani
         Properties (Pty) Ltd with interest fixed
         at 10.60% secured by the investment
         in Vunani Property Investment Fund
         (Pty) Ltd.



                                                                                     93
25. OTHER FINANCIAL LIABILITIES (continued)
     25.19 Hyprop Investments Ltd                     26 624   26 624   –   –
           Loan with no fixed terms of repayment
           in Vunani Property Investment Fund
           (Pty) Ltd, with interest at JIBAR
           plus 3%.
     25.20 Other financial liability                     14         –   –   –
           Loans are unsecured, interest free and
           have no fixed term of repayment.
     25.21 ABSA Bank Ltd                                   –     719    –   –
           Development bond over land and
           buildings in Dreamworks Investment
           125 (Pty) Ltd, with interest at prime.
     25.22 Standard Bank Ltd                               –    4 067   –   –
           Development bond over land and
           buildings in One Vision 54 (Pty) Ltd
           with interest at prime.
     25.23 Nedbank Ltd development bond                    –        –   –   –
           Development bond over land
           and buildings in Wolfsburg Arch
           Investments (Pty) Ltd, with interest at
           prime.
     25.24 Standard Bank Ltd                          99 418   99 418   –   –
           Mortgage bond over land and
           buildings in Vunani Property
           Investment Trust with interest fixed for
           two years at 10.15%.
     25.25 Standard Bank Ltd                          88 415   88 415   –   –
           Mortgage bond over land and
           buildings in Vunani Property
           Investment Trust with interest fixed for
           two years at 10.72%.
     25.26 Standard Bank Ltd                          78 651   79 148   –   –
           Mortgage bond over land and
           buildings in Vunani Property
           Investment Trust with variable interest
           rates.
     25.27 Standard Bank Ltd                          16 000        –   –   –
           Mortgage bond over land and
           buildings in Vunani Property
           Investment Trust with variable interest
           rates.
     25.28 Vendor loan                                     –   12 497   –   –
           Five-year loan in Intelleca (Pty) Ltd
           attracting interest at 10.50% and
           secured by the investment in Intelleca
           (Pty) Ltd.




94
25. OTHER FINANCIAL LIABILITIES (continued)
   25.29 Standard Bank Ltd                             40 465             –          –   –
          Five-year cumulative redeemable
          preference shares in Northern Ocean
          Investments 54 (Pty) Ltd, with interest
          at 90% of prime and is secured by the
          investment in Edge Capital (Pty) Ltd.
   25.30 AIG Ltd                                       40,465             –          –   –
          Five-year cumulative redeemable
          preference shares in Northern Ocean
          Investments 54 (Pty) Ltd, with interest
          at 90% of prime and is secured by the
          investment in Edge Capital (Pty) Ltd.
   25.31 Standard Bank Ltd                             17 662             –          –   –
          Mortgage bond over 14 Loop Street in
          Vunani Property (Pty) Ltd, with interest
          at prime less 1%.
   25.32 Investec Bank Ltd                            140 669             –          –   –
          Mortgage bond over Athol Ridge Office
          Park in Vunani Property (Pty) Ltd, with
          interest fixed for two years at 10.15%.
   25.33 Investec Bank Ltd                             18 033             –          –   –
          Mortgage bond over land and
          buildings in Cedar Park Properties 31
          (Pty) Ltd, with interest fixed for two
          years at 10.15%.
   25.34 Other liabilities                                   –       5 476           –   9
                                                      755 878      489 935           –   9
   Total long-term liabilities                       1 489 994    1 592 320    299 951   9
   Non-current liabilities                           1 003 335    1 563 534          –   9
   Current liabilities                                 486 659       28 786    299 951   –
                                                     1 489 994    1 592 320    299 951   9
   Carried at fair value through
   profit or loss (FVTPL)
   Amount included in fair value due to own
   credit risk: (refer fair value loans only)         (274 708)     (30 444)
   Outstanding capital amount
   25.1   Standard Bank Ltd                            54 627       54 536           –   –
   25.2   Firefly Investments 61 (Pty) Ltd               8 780       7 485           –   –
   25.3   ABSA Bank Ltd                               119 366      107 242           –   –
   25.4   Coronation Capital Ltd                       58 674       50 975           –   –
   25.5   Investec Bank Ltd                           130 187      139 865           –   –
   25.6   Investec Bank Ltd                            40 984       31 255           –   –
   25.7   Investec Bank Ltd                           343 445      296 558           –   –
   25.8   First National Bank Ltd                      46 400       54 800           –   –




                                                                                         95
25. OTHER FINANCIAL LIABILITIES (continued)
     25.9   Standard Bank Ltd                                  6 506            –                 –          –
     25.10 Standard Bank Ltd                                  24 000      24 000                  –          –
     25.11 ABSA Bank Ltd                                      89 449      88 154                  –          –
     25.12 ABSA Bank Ltd                                      12 930      12 873                  –          –
     25.13 Coronation Capital Ltd                             10 925      10 524                  –          –
                                                            946 273      878 267                  –          –
     The funding of certain investments are in breach of the respective debt covenant ratios. These liabilities
     are included in current portion of long-term liabilities, pending the successful negotiations with funders.
     Loans relating to the investments in BSI, Workforce, Interwaste, Brikor and TWP are in breach of the
     respective debt covenant ratios, due to the decline in the listed prices of these underlying investments
     (refer note 15). The relevant funders are The Standard Bank of South Africa Ltd,, Investec Bank Ltd and
     Coronation Capital Ltd. The funders have not instituted proceedings against the group. However, all
     funders have signed a Heads of Agreement to restructure the group’s debt (refer note 41).
     A significant portion of the group’s financial assets will remain strategic investments in listed companies.
     These investments will continue to carry the risk associated with all quoted shares on the stock exchange.
     The group minimises its risk by ring-fencing its debts with the underlying investments, thereby limiting the
     liability to the group. The negotiations mentioned above will also result in certain sureties being severed
     or limited, thus further minimising the group’s risk.
     The funding of Brikor and TWP currently have surety from Vunani Ltd. In 2007 the funding of these
     investments were not in breach. Accordingly, the commitment in terms of these sureties included in
     note 36. In 2008, because these loans are in breach, the value of the sureties are provided in terms of
     IFRS and included in current liabilities, as shown above for the company.


29. SHARE-BASED PAYMENTS
     Vunani Ltd issued 750 shares, which represented 5% of its issued share capital to the Vunani Capital
     Holdings Employee Share Plan Trust (“Trust”) in 2006. Employees were granted units in the Trust which
     can be exchanged for shares in three years’ time. At the date of the share split and the rights issue before
     the listing these were increased to 49 750 000 shares.
     The group has a share-based compensation scheme where employees were issued units in a trust by
     the board and approved by the shareholders. These units entitled the recipient to shares in the company
     upon vesting.
                                                                        Exercise               Fair value
                                                                            price  Value at     per share
                           Number       Grant date Vesting date        per share grant date at grant date
                             (000s)                                       (cents)
     Issued May 2006         49 750 19 May 2006       19 May 2009              –         3 825            0.08
     Forfeited Aug 2008        (597) 19 May 2006      19 May 2009              –           (46)           0.08
     Reissued Aug 2008          597 15 Aug 2008       15 Aug 2011             30           179            0.30




96
                                                                      2008                              2007
                                                                        Weighted                           Weighted
                                                                         average                             average
Reconciliation of the unvested                               Number of   exercise               Number of   exercise
shares for the year                                            shares       price                 shares        price
                                                                           (cents)                             (cents)
Balance at beginning of year                                      49 750                –            49 750                    –
Forfeited during the year                                           (597)               –                 –                    –
Granted during the year                                              597               30                 –                    –
Balance at the end of the year                                    49 750                 –           49 750                    –
Weighted average remaining
vesting period (months)                                                  5               –                 17                  –
The fair value of shares granted during the year has been measured at the market price of the shares on
grant date.
                                                                       Group                              Company
                                                                          Restated
R’000                                                               2008     2007                       2008            2007
BASIC AND HEADLINE EARNINGS PER SHARE
Basic (loss)/earnings per share (cents)                             (60.7)           42.9                    –                 –
Diluted (loss)/earnings per share (cents)                           (60.7)           40.9                    –                 –
Headline (loss)/earnings per share (cents)                          (58.8)           38.3                    –                 –
Diluted headline (loss)/earnings per share (cents)                  (58.8)           36.5                    –                 –
The above calculations were determined using
the following information:
Basic earnings
(Loss)/Profit attributable to shareholders
of the parent                                                   (707 845)       414 757                      –                 –
Headline (loss)/earnings
(Loss)/Earnings as above                                        (707 845)       414 757                      –                 –
Adjust for:
Revaluation of investment property
– Gross revaluation                                               72 713       (157 831)                     –                 –
– Deferred tax on revaluation                                    (20 360)        44 193                      –                 –
– Outside shareholders’ interest in revaluation                  (31 854)        69 142                      –                 –
Disposals of investment property
– Profit on disposal                                             (13 408)                –                   –                 –
– Capital Gains Tax                                                1 877                 –                   –                 –
– Outside shareholders’ interest in revaluation                    7 016                 –                   –                 –
Profit on disposal of associates
– Loss on disposal                                                  7 842                –                   –                 –
– Tax                                                              (2 196)               –                   –                 –
Headline (loss)/earnings                                        (686 215)       370 261                      –                 –
The weighted average number of
ordinary shares (‘000):
Weighted average number of ordinary
shares used in the calculation of basic
earnings per share                                            1 166 516         965 694                      –                 –
Dilutive effect of the employee share plan *                          –          48 018
Weighted average number of ordinary shares
used in the calculation of diluted (loss)/earnings
per share                                          1 166 516                  1 013 712                      –                 –
*These shares do not have a dilutive effect in 2008 due to the group being in a loss position. The number of shares having a
 potentially dilutive effect are 48 807 676 shares in 2008.




                                                                                                                               97
     COMMITMENTS
     Company
     In addition to amounts recognised as liabilities in the financial statements, the company has provided
     guarantees and sureties to funders of associates and subsidiaries in the amount of R508 460 000
     (2007: R760 709 000). As at 31 December 2008 the company did not expect any liability to arise on the
     guarantees and sureties. The potential liability in terms of these guarantees and sureties depends on the
     value of the properties and equities that secure the underlying debt.
     Group
     The group has provided guarantees and sureties to funders of associates in the amount of R160 997 000
     (2007: R131 819 000). At 31 December 2008 the group did not expect any liability to arise on these
     guarantees and sureties. The potential liability in terms of these guarantees and sureties depends on the
     value of the properties and equities that secure the underlying debt.
                                                               Group                      Company
     R’000                                                  2008     2007                2008     2007
     Operating leases – as lessee (expense)
     Minimum lease payments due
     – within one year                                        344       3 263                –            –
     – in second to fifth year inclusive                    1 227      11 303                –            –
                                                            1 571      14 566                –            –
     Operating lease payments represent rentals payable by the group for certain of its office properties
     and office equipment. Leases are negotiated for an average term of four years. Rentals on the office
     properties and office equipment escalate at an average rate of 9.5% per annum.
                                                               Group                      Company
     R’000                                                  2008     2007                2008     2007
     Operating leases – as lessor (income)
     Minimum lease payments due
     – within one year                                     56 968      53 704                –            –
     – in second to fifth year inclusive                   92 730     103 226                –            –
     – later than five years                                2 686         900                –            –
                                                          152 384     157 830                –            –
     Operating lease income represents rentals received by the group for certain of its office properties.
     Leases are negotiated for an average term of four years. Rentals on the office properties escalate at an
     average rate of 9.5% per annum.


37. SEGMENT INFORMATION
     Adoption of IFRS 8, Operating Segments
     The group has adopted IFRS 8, Operating Segments, in advance of its effective date, with effect from
     1 January 2007. IFRS 8 requires operating segments to be identified on the basis of internal reports
     about components of the group that are regularly reviewed by the Chief Executive Officer in order to
     allocate resources to the segment and to assess its performance.
     Products and services from which reportable segments derive revenue
     The segment information reported to the group’s Chief Executive Officer for the purpose of resource
     allocation and assessment of segment performance is more specifically focussed on the type of services
     provided by the group. The group’s reportable segments under IFRS 8 are therefore as follows:
     Financial services              Asset management
                                     Investment banking
                                     Private equity
                                     Properties




98
Investment services
The Financial Services segment includes the group’s operational businesses including the businesses of
Vunani Securities, Vunani Capital, Vunani Corporate Finance, Vunani Bunkers, Vunani Financial Solutions,
Vunani Portfolio Solutions, Vector Equities, Vector Securities and Derivatives and Vunani Properties where
the primary definition is the operational income stream and not its investment capabilities.
The Investment Services segment includes the group’s investments and investment assets including its
various BEE investments and investment property assets where the primary definition is the value of the
particular asset and not its income generation.
Information regarding the group’s reportable segments is presented below.
Segment revenue and results
The following is an analysis of the group’s revenue and results by reportable segment:
                                                           Revenue               Net (loss)/profit after tax
R’000                                                    2008      2007                2008          2007
Asset management                                       12 475        2 177            6 099         2 177
Investment banking                                    101 626      131 111           21 075        45 054
Properties                                            119 723      100 644           61 340        40 819
Financial services                                    233 824      233 932           88 514        88 050
Investment services                                  (854 915)     689 958         (872 636)      469 572
                                                     (621 091)     923 890         (784 122)      557 622
The accounting policies of the reportable segments are the same as the group’s accounting policies
described in note 1. Segment profit represents the profit earned by each segment including the allocation
of, share of profits of associates, investment revenue and finance costs. This is the measure reported to the
Chief Executive Officer for the purposes of resource allocation and assessment of segment performance.
                                                           Revenue
R’000                                                    2008      2007
Reconciliation of segment revenue:
Revenue per income statement (refer note 3)           223 065       239,480
Cost of property developments sold                    (52 097)     (107 499)
Investment revenue (refer note 6)                      17 552        10 962
Other income (refer note 4)                            18 765        59 369
Fair value adjustments (refer note 7)                (854 915)      689 958
Income from associates (before taxation)
(refer note 8)                                          26 539       31 620
Revenue per segment analysis above                   (621 091)     923 890

                                                        Segment assets
R’000                                                    2008      2007
Financial services
Asset management                                       15 982            –
Investment banking                                    233 638      243 249
Properties                                             44 421       46 745
Investment services                                 1,726 761    2 708 341
Consolidated total assets                           2 020 802    2 998 335

For the purposes of monitoring segment performance and allocating resources between segments,
the Chief Executive Officer monitors the tangible, intangible and financial assets attributable to each
segment. All assets are allocated to reportable segments. Goodwill has been allocated to reportable
segments as described in note 13. Assets used jointly by reportable segments are allocated on the basis
of the revenues earned by individual reportable segments.




                                                                                                          99
                                                                          Depreciation and             Additions to
                                                                            amortisation            non-current assets
      R’000                                                                2008        2007           2008         2007
      Other segment information
      Financial services
      Investment banking                                                   1 305            999       3 122       4 953
      Properties                                                             517            166       1 617       1 272
      Investment services                                                      –              –     419 970     838 753
                                                                           1 822           1 165    424 709     844 978

      Impairment losses were included in the depreciation and amortisation stated above (2007: Nil).
                                                                          Interest expense          Income tax expense
      R’000                                                                 2008       2007            2008        2007
      Other segment information
      Financial services
      Asset management                                                     (916)            (336)    (1 846)       (449)
      Investment banking                                                (12 118)         (11 038)    (7 186)    (18 734)
      Properties                                                         (6 552)         (10 042)   (18 564)    (16 793)
      Investment services                                              (181 919)         (85 664)   182 669    (118 126)
                                                                       (201 505)        (107 080)   155 073    (154 102)

                                                                             Income from                Investment
                                                                              associates               in associates
      R’000                                                                 2008       2007            2008         2007
      Other segment information
      Financial services
      Asset management                                                    8 538               –     152 141           –
      Investment banking                                                  4 677          24 883      21 743      50 984
      Properties                                                         13 324           6 737      32 193      14 882
      Investment services                                                     –               –           –
                                                                         26 539          31 620     206 077      65 866


38. RELATED PARTIES
      Relationships
      Ultimate holding company/parent                                    Vunani Group (Pty) Ltd*
      Subsidiaries                                                       Refer to note 14
      Associates                                                         Refer to note 8
      Members of key management                                          Members of the Vunani group executive team

                                                                               Group                    Company
      R’000                                                                 2008     2007              2008     2007
      Related party balances
      Loan accounts – Owing by related parties
      Subsidiaries                                                                  –          –    251 106     198 059
      Vunani Capital (Pty) Ltd                                          251 106         183 059
      Vunani Securities (Pty) Ltd                                             –          15 000
      Vunani Resources (Pty) Ltd                                              –               –
      Vunani Resources 2 (Pty) Ltd                                            –               –
      Hyprop Investment Ltd                                                   –               –
      Associates                                                              –               –
      Key management                                                          –               –           –           –
      * The entity’s parent does not produce financial statements for public use.



100
                                                               Group                      Company
    R’000                                                   2008     2007                2008     2007
    Associates
    – Management fees received                           744 454             –               –            –
    Subsidiaries
    – Dividend received                                         –            –          6 500             –
    – Interest received                                         –            –          9 947         9 703


39. DIRECTORS’ EMOLUMENTS
    No loans were made to directors during the year under review. There were no material transactions with
    directors, other than the following:
                                                        Retirement
                                                         funds and            Share-based
                              Directors’                medical aid              payment
    R’000                          fees      Salary    contribution     Bonus    expense              Total
    December 2008
    E G Dube                          –       1 903              345          –              –        2 248
    N M Anderson                      –       1 089              230          –              –        1 319
    C E Chimombe-Munyoro              –         675              156          –            254        1 085
    B M Khoza                         –       1 075              232          –              –        1 307
    W G Frawley                       –         983              163          –            254        1 400
    A C Nissen                        –         118                –          –              –          118
    B L Finca                        15           –                –          –              –           15
    W C Ross                        220           –                –          –              –          220
    Dr B Khumalo                     53           –                –          –              –           53
    N Mazwi                          45           –                –          –              –           45
                                    333       5 843            1 126          –            508        7 810

                                                        Retirement
                                                         funds and            Share-based
                              Directors’                medical aid              payment
    R’000                          fees      Salary    contribution     Bonus    expense              Total
    December 2007
    E G Dube                          –       1 618              332     1 100               –        3 050
    N M Anderson                      –         895              217       800               –        1 912
    C E Chimombe-Munyoro              –         542              133       600             254        1 529
    B M Khoza                         –         882              222       800               –        1 904
    W G Frawley                       –         712              138       800             254        1 904
    A C Nissen                       63         627              123         –               –          813
    B L Finca                        90           –                –         –               –           90
    W C Ross                        105           –                –         –               –          105
                                    258       5 276            1 165     4 100             508       11 307


POST-BALANCE SHEET EVENTS
Debt restructure
As a result of the decline of listed prices of investments, certain debt covenants were breached. This has led
to loans exceeding the value of the underlying investments. In the case of three listed investments, which had
sureties and guarantees from the company and Vunani Capital, the value of these sureties was provided and
included in current liabilities in terms of IFRS.
Subsequent to year-end, the company entered into negotiations with its major funders to restructure its
debt, which resulted in an understanding between the parties and the signing of the Heads of Agreement
on 30 June 2009. The arrangement will result in most of the sureties and guarantees on the company and



                                                                                                          101
Vunani Capital being released. The underlying shares in investments and the SPVs will remain as security for
the loans in the respective SPVs.
The restructure will be in the form of capitalisation through a rights offer of R325 million to existing shareholders
of ordinary shares in the issued share capital of the company. R313.6 million of the rights offer has been
underwritten by Investec Bank Limited. The proceeds from the R313.6 million will be used to repay debt
on Investec loans where the covenants have been breached. Any proceeds over the R313.6 million will be
retained by the group to ensure future liquidity of the operating companies.
Once this restructure is finalised the following effects are expected to occur: increasing the company’s share
capital by R325 million; reducing the fair value of loans by R235 million; and it will have the added benefit of
reducing the interest burden of the group in future.
The Restructuring will be implemented pursuant to, inter alia:
– regulatory approvals to the extent required;
– conclusion and approval of an underwriting agreement between Vunani Group and Vunani;
– conclusion of the funding agreement required for Vunani Group to effect the underwriting; and
– the conclusion of the amendments to existing loan agreements.

Disposal of associate companies
Subsequent to year-end the group disposed of its share in Papillon in Flight (Pty) Ltd, Rudian (Pty) Ltd and
K&M (Pty) Ltd. These companies are a group of companies that were disposed together. Vunani’s share of
the gross proceeds was R21.9 million, and the group made a profit of R6.6 million from the disposal.

Acquisition of subsidiary
Shareholders are referred to the announcement, dated 4 March 2009, relating to the subscription for 40% of
the issued share capital of Civils 2000 and are advised that all the conditions precedent relating thereto have
now been fulfilled and, accordingly, the transaction has become unconditional.




102
                                                                                             ANNEXURE 13


INFORMATION RELATING TO LEASES


The company’s lease commitments are set out below:
                                                                                 PROPERTY
Location:                                                                        2 Long Street, Cape Town
Landlord:                                                                        Bands Properties
Property description:                                                            Commercial offices
Unexpired portion of lease                                                       Two years
Monthly rental (exclusive of VAT):                                               R53 785
Annual escalation:                                                               9%
Size:                                                                            431 square metres

Operating leases – as lessee (expense)
R’000                                                                           2008                  2007
Minimum lease payments due
– within one year                                                                344                  3 263
– in second to fifth year inclusive                                            1 227                 11 303
                                                                               1 571                 14 566
Operating lease payments represent rentals payable by the group for certain of its office properties and
office equipment. Leases are negotiated for an average term of four years. Rentals on the office properties
and office equipment escalate at an average rate of 9.5% per annum.
Operating leases – as lessor (Income)
R’000                                                                           2008                  2007
Minimum lease payments due
– within one year                                                             56 968                 53 704
– in second to fifth year inclusive                                           92 730                103 226
– later than five years                                                        2 686                    900
                                                                            152 384                 157 830
Operating lease income represents rentals received by the group for certain of its office properties. Leases
are negotiated for a average term of four years. Rentals on the office properties escalate at an average rate
of 9.5% per annum.




                                                                                                         103
                                                                                                      ANNEXURE 14


SCHEDULE OF INVESTMENT PROPERTY


Details of the immovable properties owned by Vunani, through its subsidiaries VP and VPIF, are disclosed
below.
Investment property: R’000 – at 31 December 2008
At cost                                                                            623 349
Fair value                                                                         817 132

Reconciliation of investment property: R’000 – at 31 December 2008
                                                                                       2008                        2007
Opening balance                                                                    700 935                       524 600
Additions                                                                          198 497                        13 189
Proceeds on disposal                                                               (26 764)                            –
Profit on disposals                                                                 13 343                             –
Fair value on disposals                                                                931                             –
Fair value adjustments                                                             (72 713)                      157 831
Operating lease – straight-line effect                                               2 902                         5 315
                                                                                   817 132                       700 935
The effect date of the revaluations was 31 December 2008. Revaluations were performed by independent
valuers. It is the group’s policy to revalue properties that have been owned longer than a year. The value
of properties owned for less than a year are deemed to approximate cost. In determining the value for fair
value purposes, the valuers have adopted the traditional Discounted Cash Flow (DCF) method of valuation
as prepared by their proprietary property valuation package. The discount and exit capitalisation rates
are determined by reference to comparable sales and appropriate surveys prepared by IPD/SAPOA and
benchmarked against other comparable valuations after consultation with experienced and informed people
in the property industry including other valuers, brokers and investors. The discount and capitalisation rates
are dependent on a number of factors, such as location, the condition of improvements, current market
conditions, the lease convenant and the risk inherent in the property.
                     Carrying                 Property
Details                 value   Borrowings   valuation Physical address          Legal description                   Size
                       R’000         R’000       R’000                                                                 M2
ACS House              13 200                  13 200   370 Rivonia Boulevard    Portion 8 of Erf 181               1,743
                                                        Rivonia, Sandton         Edenburg Township Reg.
                                                                                 Div. IR, Gauteng
Vodacom Park           51 400                  51 400   60 Wierda Road           Portion 6 Erf 7                    5,101
                                                        Wierda Valley, Sandton   Wierda Valley Township Reg.
                                                                                 Div. IR, Gauteng and
                                                                                 Portion 263 (Portion of
                                                                                 Portion 245) of
                                                                                 Farm Syferfontein 51,
                                                                                 Reg. Div. IR, Gauteng
Investment Place       64 300                  64 300   2nd Road, Hyde Park      Erven 325 and 326                  6,488
                                                        (off William Nicol)      Hyde Park Ext 56, Reg.
                                                                                 Div. IR, Gauteng and
                                                                                 Portion 747 of The Farm
                                                                                 Zandfontein 42, Reg. Div. IR,
                                                                                 Gauteng
Belvedere Place        83 800                  83 800   Corner of Nanyuki and    Erf 1322 Sunninghill              10,819
                                                        Simba Roads, Sunninghill Ext. 115, Township Reg.
                                                                                 Div. IR, Gauteng
Linger Longer           9 200                   9 200   58 Wierda Road           Portion 5 Erf 7                     597
                                                        Wierda Valley, Sandton   Wierda Valley, Township Reg.
                                                                                 Div. IR, Gauteng




104
                           Carrying                 Property
Details                       value   Borrowings   valuation Physical address           Legal description                   Size
                             R’000         R’000       R’000                                                                   M2
Standard Bank Harrismith      3 000                   3 000   6 Sarel Cilliers Street   Erf 1902 Situate in the            1,086
                                                              Harrismith                Township Harrismith, Reg.
                                                                                        Div. Harrismith Road

Standard Bank Upington        5 200                   5 200   Corner Scott and          Erf 2271 Upington                  1,182
                                                              Hill Streets, Upington    Reg. Div. Gordonia Road
                                                                                        Northern Cape

Standard Bank Ladysmith       5 300                   5 300   262 Murchison Street      The Remainder of Erf 726           2,397
                                                              Ladysmith                 Ladysmith, Reg. Div. Gs
                                                                                        KwaZulu-Natal

Standard Bank Hyde Park 23 800                       23 800   Corner Sixth Street       Erf 21 Hyde Park Township          2,038
                                                              and Morsim Road           Reg. Div. IR, Gauteng
                                                              Hyde Park

Standard Bank Stanger         5 500                   5 500   124 Cooper Street         Erf 146 Stanger, Reg. Div.         1,253
                                                              Stanger                   KwaZulu-Natal

Standard Bank Randburg       24 500                  24 500   304 Oak Avenue            Erf 1865 Ferndale Township         8,478
                                                              Randburg                  Reg. Div. IQ, Province
                                                                                        of Gauteng

Perseus Park                 89 000                  89 000   117 Priory Road           Erf 482 Lynnwood Ridge            13,815
                                                              Lynnwood Ridge            Township Reg. Div. JR
                                                              Pretoria                  Gauteng

Parthenon Park               17 200                  17 200   385 Rossouw Street        Remainder Extension of             4,132
                                                              Murrayfield Ext 1         Erf 556 Murrayfield Extention.
                                                              Pretoria                  1 Township Reg. Div. JR

Rynlal Building              25 000                  25 000   320 The Hillside          Erf 918 Lynnwood Township          5,890
                                                              Lynnwood                  Reg. Div. JR, Gauteng
                                                              Pretoria

Yorkcor Park                 18 300                  18 300   6 Watermeyer Street       Erf 331 Val-De-Grace Ext. 10       4,600
                                                              Val-De-Grace, Pretoria    Reg. Div. JR, Gauteng

Wale Street Chambers         41 200                  41 200   Wale, Church, Burg and    Sections 4, 8, 9, 14, 15, 21,      6,612
                                                              Long Streets, Cape Town   29-36, 45, 53-57, 62, 64-69,
                                                                                        71, 77, 78, 86-89, 95,102,
                                                                                        105-115, 121, 123, 129, 133,
                                                                                        137-140,168, 171-177, 185,
                                                                                        191-193, 202, 206-222, 224,
                                                                                        226, 228, 229, 234, 238, 240,
                                                                                        241, 249, 259-261, 277, 288.
                                                                                        In Addition, Exclusive use
                                                                                        area T2-T4 and T8-T9

Benstra                      38 000                  38 000   475 Church Street         Erf 1033 Arcadia                   1,624
                                                              Arcadia, Pretoria

Murrayfield                   6 700                   6 700   362 Rossouw Street        Portion 1 of Erf 556               7,854
                                                              Murrayfield, Pretoria     Murrayfield Ext. 1 Pretoria

                           524 600                  280 853                                                              524 600




                                                                                                                             105
                                                                               ANNEXURE 15


OTHER DIRECTORSHIPS OF THE VUNANI DIRECTORS


Director             Current directorships/memberships                Registration number
ETHAN GILBERT DUBE   African Harvest (Pty) Limited                           2002/003947/07
                     Coresource Investments (Pty) Limited                    1998/022198/07
                     Denbridge Investments (Pty) Limited                     2003/012366/07
                     Erf 117 Theewaterskloof CC                              1997/063730/23
                     Erf 8105 Kronenzicht Investments (Pty) Limited          1997/054839/07
                     Erf 8106 Kronenzicht (Pty) Limited                      1998/021338/07
                     Infinity Securities Trading (Pty) Limited               1997/011288/07
                     Ptytrade 219 (Pty) Limited                              2004/023418/07
                     Sibetha and Associates CC                               1996/038868/23
                     Unit 4 Villa Di Legno CC                                1997/069100/23
                     Unit 5 Villa Di Legno CC                                1998/023546/23
                     Unit 6 Villa Di Legno CC                                1998/023574/23
                     Woodcove Cascades CC                                    1994/027593/23
                     African Harvest Finance (Pty) Limited                   1995/007930/07
                     Bravura Equity (Pty) Limited                            1998/017469/07*
                     Bravura Equity Services (Pty) Limited                   1998/017454/07*
                     Cape Town Central City Improvement District             1999/009132/08
                     Drees and Sommer Vunani (Pty) Limited                   2006/008303/07
                     Friedshelf 641 (Pty) Limited                            2005/032781/07
                     Gidani (Pty) Limited                                    2005/007741/07
                     Hyprop Investments (Pty) Limited                        1987/005284/06
                     Izinyoni Trading 215 (Pty) Limited                      2003/000822/07
                     PeregrineQuant (Pty) Limited                            1999/015894/07
                     Sanski Investments 52 (Pty) Limited                     2005/007101/07
                     Sibetha Financial Services (Pty) Limited                1997/005869/07
                     Tresso Trading 864 (Pty) Limited                        2004/008237/07
                     V-Correspond (Pty) Limited                              2006/005908/07
                     Velocity Asset Management (Pty) Limited                 1997/004730/07
                     Cadiz African Harvest Asset Management (Pty) Limited    1953/001254/07*
                     African Partnerships Management Company (Pty) Limited   1998/016039/07
                     Blue Moonlight Properties 248 (Pty) Limited             2006/022708/07
                     Loato Properties (Pty) Limited                          2006/022207/07
                     Alert Steel Holdings Limited                            2003/005144/06
                     Esor Limited                                            1994/000732/06
                     Workforce Group Limited                                 2006/018145/06
                     Interwaste Holdings Limited                             2006/037223/06
                     Brikor Limited                                          1998/013247/06
                     BSI (SA) Limited                                        2001/023164/06
NEIL MARK ANDERSON   Coresource Investments (Pty) Limited                    1998/022198/07
                     Ditikeni Investment Company Limited                     1999/008292/06*
                     Four Rivers Spa Operations (Pty) Limited                2006/022728/07
                     K and M Investments (Pty) Limited                       2005/001445/07
                     Labour Research Projects (Pty) Limited                  1999/004463/07*
                     Labour Research Service                                 1986/002993/08*
                     Sanski Investments 52 (Pty) Limited                     2005/007101/07
                     Sponges Holdings (Pty) Limited                          2005/033658/07
                     V-Correspond (Pty) Limited                              2006/005908/07
                     Waldprop Two CC                                         1994/008588/23
                     Wisdom of Africa Cosmetics (Pty) Limited                2006/006886/07
                     African Harvest Finance (Pty) Limited                   1995/007930/07



106
Director             Current directorships/memberships                   Registration number
NEIL MARK ANDERSON   African Partnerships Management                             1998/016039/07
(continued)          Company (Pty) Limited
                     Velocity Asset Management Company (Pty) Limited             1997/004730/07*
                     African Partnerships Limited                                1997/006432/06*
                     Sovereign Seeker Investments 30 (Pty) Limited               2004/007327/07
                     Swissport Handling Africa (Pty) Limited                     1998/008090/07
                     Ukhozi Investments (Pty) Limited                            1995/003449/07
EVELYN CHIMOMBE-     Dormell Properties 190 (Pty) Limited                        2002/012660/07
MUNYORO              Rapitrade 216 (Pty) Limited                                 2003/016897/07
                     Dormell Properties 190 (Pty) Limited                        2002/012660/07
                     Vunani Property Asset Managers (Pty) Limited                2006/016645/07
                     Chevron Africa – Pakistan Services (Pty) Limited            2004/019993/07
                     Dormell Properties 356 (Pty) Limited                        2004/020868/07
                     Fairbridge Arderne And Lawton Inc.                          1985/000003/21
                     Outtabounds Events Management (Pty) Limited                 2006/024032/07
                     PSV Holdings Limited                                        1998/004365/06
                     Placecol Holdings Limited                                   2003/025374/06
BUTANA MANGALISO     Injectrade 145 (Pty) Limited                                1999/025097/07
KHOZA                Phambili Investment Corporation (Pty) Limited               1996/009253/07*
                     Safika Telecommunications and Media                         1998/002671/07
                     Holdings (Pty) Limited
                     Erf 117 Theewaterskloof CC                                  1997/063730/23
                     Faritec (Pty) Limited                                       2002/028463/07*
                     Faritec Holdings Limited                                    1998/004872/06*
                     Sibetha and Associates CC                                   1996/038868/23
                     African Harvest Alternative Investments                     1999/018218/07*
                     Holdings (Pty) Limited
                     African Harvest Finance (Pty) Limited                       1995/007930/07
                     African Harvest Fund Managers Holdings (Pty) Limited        1999/018217/07*
                     African Harvest Fund Managers Holdings (Pty) Limited        1999/018217/07*
                     African Partnerships Management Company (Pty) Limited       1998/016039/07
                     Cadiz African Harvest Asset Management (Pty) Limited        1953/001254/07*
                     Coronation Life Assurance Company Limited                   1999/005510/06*
                     Mayisane Investments (Pty) Limited                          2000/000621/07
                     Newfunds (Pty) Limited                                      2005/034899/07
                     Newshelf 392 (Pty) Limited                                  1998/011980/07
                     Newshelf 413 (Pty) Limited                                  1998/015471/07
                     Poncell Holdings (Pty) Limited                              2000/001199/07
                     Sibetha Financial Services (Pty) Limited                    1997/005869/07
                     South African Empowerment Fund Investment                   1998/010688/06
                     Trust Company Limited
                     Tobbogan Leisure Investments (Pty) Limited                  2000/017202/07
                     Tresso Trading 854 (Pty) Limited                            2004/008231/07
                     Velocity Asset Management Company (Pty) Limited             1997/004730/07
WILHELM CHRISTIAN    74 Mandeville Road Homeowners Association                   2005/000011/08
ROSS                 Crossroads Distribution (Pty) Limited                       2003/014576/07
                     Empowergro Investments (Pty) Limited                        2003/031644/07
                     Fluxrab Investments No. 110 (Pty) Limited                   2004/013152/07
                     Garbrooke Investments (Pty) Limited                         1999/003676/07
                     Hospitality Property Fund Limited                           2005/014211/06
                     Investment Facility Company Five Zero Eight (Pty) Limited   1996/008827/07*
                     Ivanma Investments (Pty) Limited                            1973/011528/07*
                     Kagiso Media Limited                                        1957/000036/06
                     Kagiso Trust Investments (Pty) Limited                      1993/007845/07*
                     Kagiso Ventures Limited                                     1998/010926/06



                                                                                             107
Director                 Current directorships/memberships                   Registration number
WILHELM CHRISTIAN        Property Fund Managers Limited                          1980/009531/06
ROSS (continued)         Sandvik Mining And Construction RSA (Pty) Limited       1993/007846/07*
                         Treacle Private Equity (Pty) Limited                    2000/007359/07*
                         Vunani Capital Holdings Limited                         1997/020641/06
                         Sycom Property Fund Managers Limited                    1986/002756/06*
                         Sasfin Private Equity Fund Managers (Pty) Limited       1997/013153/07*
                         Ross Incentives (Pty) Limited                           1997/003292/07
                         Stomgeld Beleggings (Pty) Limited                       1965/007559/07
WILLIAM GUY FRAWLEY      Acacia Place Owners Association                         2006/030187/08
                         African Harvest Finance (Pty) Limited                   1995/007930/07
                         Amber Falcon Properties 107 (Pty) Limited               2006/036015/07
                         Bundu Homes CC                                          1987/024821/23*
                         Earthspring Properties (Pty) Limited                    2005/030594/07*
                         Ecoflux Technologies (Pty) Limited                      1998/000470/07
                         Four Rivers Spa Operations (Pty) Limited                2006/022728/07
                         Outtabounds Events Management (Pty) Limited             2006/024032/07
                         St Helena Corridor (SA) (Pty) Limited                   2003/018637/07
                         V- Correspond (Pty) Limited                             2006/005908/07
                         Wisdom of Africa Cosmetics (Pty) Limited                2006/006886/07
BONGANI AUGUSTINE        Anglo Platinum Corporation Limited                      1946/022452/06
KHUMALO                  EDS South Africa (Pty) Limited                          1980/000004/07
                         Gidani (Pty) Limited                                    2005/007741/07
                         Gravitas Investment Holdings (Pty) Limited              2005/008636/07
                         Grey Global (SA) (Pty) Limited                          1970/005468/07
                         Tsotsi Branding Services Limited                        2002/006316/07
                         Unisa Graduate School of Business                           930008988
JOHN RUSSELL MACEY       Workforce Holdings Limited                              2006/018145/06
GORDON NZALO             Austro Group Limited                                    2001/029771/06
                         PSV Holdings Limited                                    1998/004365/06
                         Grand Bridge Trading 65 (Pty) Limited                   2004/034164/07
                         Mnande Investments (Pty) Limited                        2008/000350/07
                         Broad Market Trading 116 (Pty) Limited                  2008/000099/07
*No longer a director.




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