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339201 WINHOLD COVIF

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					THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to what action to take, please consult your stockbroker, banker, attorney, accountant or other professional adviser immediately. Action required

(Incorporated in the Republic of South Africa) (Registration number 1945/019679/06) Share code WNH ISIN ZAE000033916

(“Winhold”)

Circular to shareholders
regarding

– the proposal of a scheme of arrangement by Winhold between Inmins Limited and its shareholders (apart from Winhold) relating to the acquisition by Winhold of the shares held by such shareholders in Inmins Limited; – an increase in the authorised ordinary share capital of Winhold; – a general authority in favour of the directors to issue shares for cash;
and incorporating

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– a notice of a general meeting of Winhold shareholders; – a form of proxy for use by certificated and own-name dematerialised shareholders only; and – revised listing particulars relating to Winhold as reconstituted after implementation of the scheme of arrangement.
Corporate adviser Attorneys Sponsor

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LPC MANHATTAN
LPC Manhattan Sponsors (Pty) Ltd
(Registration number 1999/024792/07)

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Auditors and reporting accountants

BDO Spencer Steward (JHB) Inc Chartered Accountants (SA) Registered Accountants and Auditors

Date of issue: 24 March 2005

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Winhold Limited

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3. Dematerialised shareholders who wish to attend the general meeting or vote by way of proxy must contact their Central Securities Depository Participant (“CSDP”) or broker who will provide them with the necessary authority to vote or carry out their instructions. This must be effected in terms of the agreement between them and their CSDP or broker.

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2. Certificated or own-name dematerialised Winhold shareholders who are unable to attend the general meeting of shareholders to be held at 14:00 on Monday 18 April 2005 in the boardroom of Winhold at 884 Linton Jones Street, Industries East, Germiston and wish to be represented thereat, must complete and return the attached form of proxy (blue) in accordance with the instructions contained therein to the transfer secretaries of Winhold, Computershare Investor Services 2004 (Proprietary) Limited, Ground Floor, 70 Marshall Street, Johannesburg 2001 (PO Box 61051, Marshalltown 2107), so as to be received by them no later than 14:00 on Friday 15 April 2005.

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1. If you have disposed of all of your shares in Winhold Limited (“Winhold”), please forward this document to the purchaser of such shares or to the stockbroker, banker or other agent through whom such disposal was effected.

CORPORATE INFORMATION

Company secretary and registered office David James de Villiers 884 Linton Jones Street Industries East Germiston 1401 (PO 5324, Johannesburg 2000) Corporate adviser Lanark Financial Services 4 Corkbush Road Weltevreden Park 1709 (PO Box 307, Cramerview 2060) Auditors and reporting accountants BDO Spencer Steward (Johannesburg) Inc. (Registration number 1998/012055/21) Chartered Accountants (SA) 13 Wellington Road Parktown 2193 (Private Bag X60500, Houghton 2041) Commercial Bankers The Standard Bank of South Africa Limited Registration number 1962/000738/06 3 Simmonds Street Johannesburg 2001 (PO Box 61344, Marshalltown 2107)

Attorneys Fluxmans Inc. (Registration number 2000/024775/21) Fluxmans House 11 Biermann Street Rosebank 2196 (Private Bag X41, Saxonwold 2132) Sponsor LPC Manhattan Sponsors (Proprietary) Limited (Registration number 1999/024792/07) Fourth Floor South Office Tower Hyde Park Shopping Centre Jan Smuts Avenue Hyde Park 2092 (PO Box 41966, Craighall 2024) Transfer secretaries Computershare Investor Services 2004 (Proprietary) Limited (Registration number 2004/003382/06) Ground Floor 70 Marshall Street Johannesburg 2001 (PO Box 61051, Marshalltown 2107)


				
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