Alexander Forbes Limited Registration number 195800197406 JSE by monkey6

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									Alexander Forbes Limited Registration number: 1958/001974/06 JSE share code: AFB NSX share code: AFS BSE share code: FORBES ISIN: ZAE000018230 ("Alexander Forbes") ANNOUNCEMENT CONCERNING THE CONVENING OF THE ADJOURNED SCHEME MEETING FOR ORDINARY SHAREHOLDERS; THE CONVENING OF THE ADJOURNED SCHEME MEETING FOR OPTION HOLDERS; UPDATE REGARDING PROGRESS MADE IN RELATION TO THE RE-INVESTMENT ELECTION; AND EXPECTED DATE FOR THE ADJOURNED SCHEME MEETINGS 1. Introduction Alexander Forbes shareholders (“shareholders”) and holders of options over Alexander Forbes shares (“option holders”) are referred to the announcements dated 28 February 2007 and 16 March 2007 regarding the proposed acquisition of the share capital of Alexander Forbes by a consortium of private equity investors led by Actis Africa Fund 2 LP(“the Actis Consortium”), acting through Cleansheet Investments (Proprietary) Limited (“Cleansheet Investments”), by way of a scheme of arrangement (“the scheme”) in terms of section 311 of the Companies Act, No. 61 of 1973, as amended. In the aforesaid announcements, shareholders and option holders were advised that the scheme meetings of shareholders and option holders respectively held on Wednesday, 28 February 2007 (“the scheme meetings”) had been adjourned to allow discussion regarding possible amendments to the terms of the schemes, principally being the possible introduction of a re-investment election (“the re-investment election”). The key features of the re-investment election were published in the announcement dated 16 March 2007, in which announcement option holders were notified that the reinvestment election would not be extended to option holders.

2. The re-investment election for shareholders Shareholders are advised that significant progress has been made in finalising the necessary documentation relating to the necessary amendments to the scheme to incorporate the re-investment election. The terms of the re-investment election for shareholders are being finalised and remain subject to the approval of the JSE Limited (“JSE”) and the Securities Regulation Panel (“SRP”). Shareholders are advised that the re-investment election will only be implemented if the JSE grants a listing of the linked units.

Shareholders are reminded that Tuesday, 27 March 2007, at 17h00, was the record date for participation in the re-investment election (“the re-investment record date”), by which date persons who wished to qualify for and be eligible to participate in the re-investment election must have been reflected in the register of shareholders of Alexander Forbes. Shareholders are further reminded that their entitlement to participate in the re-investment election is also dependent on their holding of shares on the record date for the amended scheme. 3. Expected date for the adjourned scheme meetings and convening thereof Shareholders and option holders are notified that it is currently envisaged that the adjourned scheme meetings will be held on or about 14 June 2007. This date is dependent upon the JSE and the SRP approving the requisite documentation, among other things, and may change. Shareholders and option holders will be notified of any change to this date on SENS and in the South African press. 4. Undertakings All of the undertakings to vote and make voting recommendations referred to in the announcement of 16 March 2007 remain in place. In addition, Shareholders are advised that the Public Investment Corporation (“PIC”), among others, has undertaken to the Actis Consortium to vote in favour of the Scheme at the scheme

meeting and/or to recommend to their clients that their clients vote in favour of the Scheme at the scheme meeting. The PIC has also agreed to accept the reinvestment election. Accordingly, as at the date of this announcement, this brings the number of shares in respect of which irrevocable commitments have been obtained to vote (or to recommend voting) in favour of the amended scheme at the scheme meeting, to approximately 64% of the number of Alexander Forbes shares which are eligible to be voted at the scheme meeting.

5. Further announcements and notices Notices convening the abovementioned adjourned scheme meetings and indicative salient dates and times of these scheme meetings will be published in due course and will in any event be sent to shareholders and option holders, together with the relevant documentation, not less than 14 (fourteen) days before the date of such adjourned scheme meetings. Sandton 30 April 2007 Financial adviser Alexander Forbes JPMorgan and sponsor to

Financial adviser to the Actis Consortium Rand Merchant Bank Legal adviser to Alexander Forbes Edward Nathan Sonnenbergs Inc. Legal advisers to the Actis Consortium Deneys Reitz Independent adviser to the Alexander Forbes Board KPMG


								
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