Learning Center
Plans & pricing Sign in
Sign Out

Wesco Distribution Income Statement - Download as PDF


Wesco Distribution Income Statement document sample

More Info
  • pg 1
									Annual Report 2004


Group profile                                     IFC   Report of the independent auditors                15
Salient features                                   1    Directors’ report                                 16
Board of directors                                 2    Accounting policies                               20
Administration                                     2    Income statements                                 22
Major investments                                  3    Balance sheets                                    23
                                                        Statements of changes in equity                   24
Chairman’s review                                  4    Cash flow statements                              25
Corporate governance statement                    10    Notes to the annual financial statements          26
Directors’ approval                               15    Subsidiaries and associates                       35
Company secretary’s certificate                   15    Notice to shareholders                            36
                                                        Additional shareholder information                IBC

                                                        Form of proxy                                Enclosed

Group profile

Wesco Investments Limited has at its roots two groups – Toyota South Africa (Proprietary) Limited and
Metair Investments Limited – leaders in the automotive industry, whose respective expertise revolves around
manufacturing and marketing of motor vehicles and supply of vehicle components and related products to
local and international markets.

Shareholders’ diary

Financial year end                                                                                    31 March
Annual financial statements 2004 issued                                                                28 June
Final dividend number 35
 Declared                                                                                              21 June
 Last day to trade ordinary shares cum dividend                                                         16 July
 Ordinary shares commence trading ex-dividend                                                           19 July
 Record date                                                                                            23 July
 Payment date                                                                                           26 July
Annual general meeting                                                                         11:00 on 21 July
Half yearly interim report issued                                                                  29 November
Salient features

                                                               2004          2003          2001        2000          1999

Financial statistics1
Earnings per share – cents                                     2 417          998           164          39           641
Headline earnings (loss) per share – cents                     2 417       (1 088)          155          59           321
Dividend cover – times                                             11.0        0.2           0.9         0.2           3.6
Net asset value per share – cents                            16 536        14 051         18 473     16 097         15 800
Return on average ordinary shareholders’ equity               15.8%          6.1%          0.9%        0.2%          4.2%
Total debt as a percentage of total assets                     0.3%          2.5%         46.7%      33.8%          32.9%

Motor vehicle sales and market statistics
for the 12 months ended 31 December                            2003          2002          2001        2000          1999

Total market2
Units sold                                                  368 454       350 065        366 899    341 082        295 775

Toyota South Africa
Domestic – units sold and market share
  Passenger cars                                             60 604        47 224         50 093     50 514         40 929
                                                              24.5%         20.4%         20.9%      22.5%          21.6%
  Light commercial vehicles                                  32 699        31 149         30 739     26 722         29 664
                                                              31.2%         29.7%         26.7%      25.4%          30.8%
  Medium commercial vehicles                                   1 618        1 589          1 529      1 553          1 287
                                                              26.5%         28.0%         28.4%      30.1%          27.6%
  Heavy commercial vehicles                                    1 166          815           698         765           635
                                                              11.4%         10.1%          9.5%      11.7%          11.5%

Total domestic sales                                         96 087        80 777         83 059     79 554         72 515
                                                              26.1%         23.1%         22.6%      23.3%          24.5%

Exports – units sold                                           9 337        2 155          2 393      1 949          1 916

Total sales                                                 105 424        82 932         85 452     81 503         74 431
1 Financial statistics for 2003 are for the 15 month period ended 31 March 2003, the group’s year-end having
 changed from 31 December to 31 March.
2 Market statistics are from NAAMSA’s reported retail sales, i.e. excluding non-reporting companies and exports.

      Toyota vehicle sales units (000) 12 months ended 31 December
       Passenger          Commercial                Total






                   1999                2000                 2001                  2002                 2003

                                                                                     ANNUAL REPORT 2004               1
Directors                                                                                                         Administration

                                                                                                                  Wesco Investments

                                                                                                                  Registration number
                                                                                                                  Incorporated in the
                                                                                                                  Republic of South Africa
                                                                                                                  ISIN: ZAE 000007928
                                                                                                                  JSE Share code: WES
                                                                                                                  Company secretary

                                                                                                                  FDW Peachey ACIS
E Le R (Elisabeth) Bradley (65)      G J (Gerrit) Strydom (40)
BSc (UOFS) MSc (London)              BCompt (Hons) CA (SA)
                                                                                                                  H Dip Tax Law (Wits)
Non-executive chairman               Chief executive officer
Member of the audit committee        Gerrit joined Wesco in January                                               Dip Int Fin Man (DMS)
Elisabeth has been a director of     1992 as financial manager,
Wesco since its incorporation on     after qualifying as a chartered                                              Registered office
29 May 1968. She was appointed       accountant with
managing director in 1986 and        Coopers Theron Du Toit.                                                      Wesco House
executive chairman in 1991.          He was appointed an executive                                                10 Anerley Road
She relinquished her position        director of Wesco in December
                                     2002 and became chief executive                                              Parktown Johannesburg
as executive chairman upon her
retirement at end-December           officer in January 2004. He retains                                          Postal address
2003 and assumed the office of       his board responsibility for the
                                                                                                                  PO Box 2077
non-executive chairman with          financial affairs of Wesco.
                                                                                                                  Saxonwold 2132
effect from January 2004.
She is non-executive chairman                                                                                     Telephone
of both Metair Investments                                                                                        011 646 3011
Limited and Toyota South Africa
(Proprietary) Limited, and a non-                                                                                 Fax
executive director of Anglogold                                                                                   011 646 3022
Ashanti Limited, Sasol Limited,
The Standard Bank Group Limited
                                                                                                                  General e-mail enquiries
and The Tongaat-Hulett Group                                                                            
Limited. Elisabeth is deputy                                                                                      Registrars
chairman of the South African
Institute of International Affairs
and chairman of the Centre for                                                                                    Computershare Investor
Development and Enterprise.                                                                                       Services 2004 (Proprietary)
                                                                                                                  70 Marshall Street
                                                                                                                  Johannesburg 2001
                                                                                                                  (PO Box 61051
                                                                                                                  Marshalltown 2107)
                                                                                                                  Hofmeyr Herbstein
                                                                                                                  & Gihwala Inc
                                                                                                                  6 Sandown Valley Crescent
                                                                                                                  Sandown Sandton
                                                                                                                  (Private Bag X40
                                                                                                                  Benmore 2010)
R S (Ralph) Broadley (71)            A D (Alan) Plummer (56) British       P R (Pieter) Robinson (60)             2 Eglin Road
Advanced Technical Certificate       FCA (England and Wales)               BCom                                   Sunninghill
(Engineering)                        Non-executive director                Non-executive director                 Johannesburg
Non-executive director               Member of the audit and               Chairman of the audit and              (Private Bag X36
Member of the remuneration           remuneration committees               remuneration committees                Sunninghill 2157)
committee                            Alan is managing director of Metair   Pieter joined the Wesco board in a     Sponsor
Ralph has been a non-executive       Investments Limited, an associate     non-executive capacity in
director of Wesco since January      company of Wesco.                     September 2003. He retired as          LPC Manhattan Sponsors
1996.                                He was appointed to the Wesco         executive vice president: group
                                                                           finance and IT of Toyota South
                                                                                                                  (Pty) Ltd
After completing 21 years of         board as a non-executive director                                            4th Floor
                                     in January 1996.                      Africa (Proprietary) Limited at end-
service with the Ford Motor
Company, Ralph joined Toyota SA
                                                                           August 2003, after completing          South Office Tower
                                                                           30 years of service with the Toyota    Hyde Park Johannesburg
as director in charge of assembly
                                                                           SA group.
and manufacturing in 1972.                                                                                        (PO Box 41966
He retired as managing director                                                                                   Craighall 2024)
of the manufacturing arm of
Toyota SA in 1997, having served
in that capacity since 1988. Ralph
was also a director of Toyota
SA’s main board between 1984
and 2002.

Major investments
        Toyota South Africa (Pty) Limited                                         Metair Investments Limited

• Manufacturers of Tazz, Corolla, RunX, Condor passenger cars        Smiths Manufacturing (Pty) Ltd
                                                                     • Radiators       • Air conditioners • Condensors
  and Hilux, Hi-Ace, Stallion and Carri light commercial vehicles,
                                                                     • Hoses and pipes • Blower motors • Heaters • Cooling fans
  as well as a range of Dyna medium trucks
                                                                     Smiths Plastics (Pty) Ltd
• Importers of Camry, RAV4, Land Cruiser Prado and                   • Plastic injection mouldings
  Land Cruiser 100 series passenger cars as well as
  Land Cruiser pick-ups
• Marketers of passenger cars, light and medium commercial
                                                                     Metindustrial Ltd First National Battery Division
• Marketers of motor vehicle parts and accessories                   • Batteries
                                                                       (includes non-automotive)
• Exporters of built-up vehicles, parts and accessories

                                                                     Metindustrial Ltd Supreme Spring Division
                                                                     • Coil springs   • Leaf springs     • Stabilisers    • Torsion bars
• Importers of Lexus IS300, GS300, LS430 and RX300
  passenger vehicles                                                                                         ®

• Marketers of passenger cars
• Marketers of motor vehicle parts and accessories
                                                                     Hella SA (Pty) Ltd
                                                                     • Headlights         • Plastic injection mouldings     • Lamps
                                                                     • Wheel trims        • Automotive cable                • Horns

• Assemblers of Hino medium-heavy and heavy trucks
• Marketers of a range of Hino trucks
                                                                     Hesto Harnesses (Pty) Ltd
• Marketers of motor vehicle parts and accessories                   • Wiring harnesses

                                                                     Valeo Systems South Africa (Pty) Ltd
                                                                     • Front end modules

                                                                     Tenneco Automotive Holdings SA (Pty) Ltd
                                                                     • Shock absorbers        • Struts       • Track control arms

                                                                                                     ANNUAL REPORT 2004                    3
Chairman’s review          Wesco remains a motor industry
                           investment company through a
                                                                     improved by 5.3% on those of the
                                                                     previous year.
                           25% holding in Toyota South Africa
                                                                     There are comments on both Toyota
Good results from          (Proprietary) Limited (Toyota SA) and
                                                                     SA and Metair in this report. As was
                           40.05% in Metair Investments Limited
both Toyota South          (Metair).
                                                                     the case last year, I cover Toyota SA’s
                                                                     activities much more fully since its
Africa and Metair                                                    annual report as a private company
                           Wesco, after the change of
Investments                shareholding in Toyota SA and             is no longer publicly available. Its
                           resulting reorganisation, returned last   results remain extremely important
                           year to a period of relative stability    to the results of Wesco, contributing
Headline earnings of                                                 R27.563 million, or 70%, of Wesco’s
                           in its operations. Comparisons
2 417 cents per share      in the accounts for the twelve            dividend income of R38.891 million.
(2003: loss of 1 088       months under review are with the          Wesco’s income position
cents per share)           previous fifteen-month period of          The income statement now reflects
                           reconstruction and are therefore          results for a twelve-month period
                           difficult. After the sale of Toyota SA    to 31 March 2004 compared to
Dividend increased by      shares to Toyota Motor Corporation        the fifteen-month period from 1
81.8% to 400 cents per     (TMC) in the previous period, Wesco       January 2002 to 31 March 2003,
                           became a 25% shareholder and the          the period of reconstruction of our
share                      accounts of Toyota SA are no longer       major investment. Comparisons are
                           consolidated with those of Wesco.         difficult, but do point to substantial
                           Many of the expected improvements         improvement in Toyota SA’s results.
                           as a result of TMC’s majority             Group income
                           ownership of Toyota SA were realised      Attributable income to Wesco
                           during the year under review. Toyota      shareholders for the year was
                           SA’s results in terms of return on        R204.075 million, compared to
                           assets and profit on turnover are         R84.270 million in the previous
                           not yet completely satisfactory, but      fifteen-month period. Headline
                           progress has been most pleasing.          earnings per share improved to 2 417
                                                                     cents per share from the previous
                           Our group has companies that are
                                                                     loss of 1 088 cents per share.
                           both importers and exporters and
                           the stronger Rand during this period      Company income
                           affected divisions and subsidiaries in    The company’s income is made up
                           different ways. All however benefited     of Metair dividends declared (in
                           from greater stability and lower          respect of its previous reporting
                           interest rates during the latter part     period ended 31 December 2002) and
                           of our year. Although growth in the       received during the year, and a Toyota
                           South African GDP is still a long way     SA dividend declared in respect of
                           from being high enough to stimulate       the year under review. After certain
                           substantial improvement in trading        expenses and STC, headline earnings
                           conditions, it did compare well with      amounted to R31.064 million
                           growth in many other parts of the         compared to a loss of R43.950 million
                           world and was enough to benefit           for the previous period.
                           vehicle sales. Sales of NAAMSA
                           reported vehicles for calendar 2003       Toyota SA

Details of the group and company results for the 12 months ended 31 March 2004 and 15 months ended 31 March 2003 are
as follows:

                                                                         Group                        Company
                                                                2004              2003           2004         2003
                                                                R000              R000           R000         R000

Investment income and growth                                  73 198          90 594            38 891       10 273
New motor vehicle and related sales                                        4 581 511

Cost of sales                                                              (4 553 567)

Gross profit                                                  73 198         118 538            38 891       10 273
Other operating income                                         1 345         108 305
Distribution costs                                                          (134 971)
Administrative expenses                                        (4 430)      (223 416)             (385)        (282)
Other operating expenses                                       (6 537)           (6 733)        (6 537)
Surplus on disposal of interest in
a subsidiary company                                                         174 766                       962 486

Operating income                                              63 576          36 489            31 969     972 477
Finance costs                                                  (1 437)      (135 686)
Share of results of associates                               237 821          49 522

Income (loss) before taxation                                299 960         (49 675)           31 969     972 477
Taxation credit (charge)                                     (94 544)         69 285              (905)     (53 976)

Income from ordinary activities                              205 416          19 610            31 064     918 501
Outside shareholders' interest                                 (1 341)        64 660

Attributable to shareholders of Wesco                        204 075          84 270            31 064     918 501

Earnings in cents per share:
Basic earnings                                                 2 417               998
Headline earnings (loss)                                       2 417             (1 088)

                                                                                    ANNUAL REPORT 2004            5
Chairman’s review         Toyota SA had an outstanding sales       time when shipment of Corolla
continued                 year in calendar 2003, increasing its    sedan and hatchback models to
                          share of the overall South African       Toyota Australia got under way in
                          vehicle market to 26.1% – the            April 2003. Previously, the company
                          company’s highest share since 1997       had exported only limited volumes
                          – by retailing 96 087 vehicles. The      of a variety of vehicles to African
                          company exported a further 9 337         countries. In addition, Toyota SA
                          vehicles, making an overall sales        continued to roll out a programme as
                          total of 105 424 for the year – a        the supply hub for replacement parts
                          new record.                              and accessories to a growing number
                                                                   of Toyota distributors in Africa. The
                          Toyota was overall leader in vehicle
                                                                   export of vehicle components to
                          sales in South Africa for the 24th
                                                                   other Toyota manufacturing plants
                          consecutive year as well as top seller
                                                                   in the world continued to increase.
                          in the passenger car market, overall
                                                                   These components include catalytic
                          commercial vehicle market, light
                                                                   converters supplied by Cataler
                          and medium commercial vehicle
                                                                   (a joint venture between Toyota
                          markets. The Corolla sedan and the
                                                                   SA, TMC and Cataler), stainless steel
                          new hatchback version, marketed
                                                                   exhaust manifolds and a variety of
                          as the RunX, were South Africa’s top
                                                                   engine and chassis components.
                          selling passenger car range, with the
                          Tazz 130 the most popular individual     The focus at the manufacturing
                          car model. The Hilux topped the sales    facility at Prospecton, near Durban, is
                          charts in the light commercial vehicle   on improving quality and efficiency
                          market for the 30th time in 34 years,    levels in view of the company
                          with Dyna again setting the pace in      obtaining further contracts from TMC
                          medium truck sales.                      to export another range of built-up
                                                                   vehicles to countries in Africa, as well
                          The company continued to perform
                                                                   as exporting to Europe for the first
                          strongly on the sales front in the
                                                                   time. The new range will be a light
                          first quarter of 2004, with domestic
                                                                   commercial vehicle, with production
                          sales of 27 087 units for a share of
                                                                   scheduled to start in 2005. Initial
                          25,8% in a market enjoying strong
                                                                   volumes are planned at 60 000
                          demand from consumers. Export
                                                                   units annually, with 50% destined
                          sales in this period totalled 2 985
                                                                   for export markets. Toyota SA will
                          units, for a combined total of 30 072
                                                                   be one of four source countries for
                          units sold in the first three months
                                                                   this vehicle, which will not be built
                          of 2004. Prospects for the rest of the
                                                                   in Japan. The other countries are
                          year look positive, with a number
                                                                   Thailand, Indonesia and Argentina.
                          of new and revised models to be
                          introduced, expanding the appeal of
                          the company’s overall vehicle range.
                                                                   A double-shift system was introduced
                          The company entered the high             at the manufacturing plant to cater
                          volume export market for the first       for the increase in production

volume. Production during the year        facilities and upgrading existing ones
was stable, with no industrial action.    over an 18-month period.
The annual three-year employment
                                          Toyota SA was presented with a
contract between the Automobile
                                          Diamond Award for Vehicle Sales by
Manufacturers’ Employers
                                          TMC at a meeting of Toyota’s African
Organisation (AMEO), representing all
                                          distributors at Sun City.
the local vehicle manufacturers, and
the National Union of Metalworkers        Toyota Trucks was rewarded on
(NUMSA) will be negotiated during         many fronts by Hino Motors, with a
the first half of 2004 in a joint         highlight being named a member of
bargaining forum.                         the Hino 1000 Club for annual sales
                                          exceeding 1 000 units. Only six Hino
Besides the ongoing sales success,
                                          distributors qualified for this award.
Toyota SA had another outstanding
                                          Toyota SA has sold more than 1 000
year on many fronts. This included
                                          Hino trucks in a year previously, but
being judged the “most admired” car
                                          this was long before the prestigious
company in South Africa once again
                                          Hino 1000 Club was established.
according to the annual research
                                          Other accolades from Hino Motors
survey by Markinor, in conjunction
                                          were the Quality Service Spirit
with Sunday Times’ Business Times.
                                          Award for service excellence for two
Toyota was the only car company to
                                          consecutive years, the International
be listed among the top 10 brands in
                                          Service Department of the Year
the overall ranking in terms of overall
                                          Award and the Excellent Hino
“brand relationship”.
                                          Quality Service Award for the annual
There was a significant improvement       Skills Olympiad.
in the Competitive Customer
                                          A dramatic statement of Toyota’s
Satisfaction Index, but most
                                          quality, durability and reliability
rewarding was the confidence in the
                                          (QDR) was made when eight Hilux
company expressed by the dealers
                                          pick-ups, representing a cross section
in the annual National Automobile
                                          of the range, established 89 new
Dealers’ Association (NADA) Dealer
                                          speed and distance records during
Satisfaction Index (DSI). This survey
                                          a 72-hour endurance test at the
relates to the way dealers view their
                                          Gerotek test track, west of Pretoria,
relationship with the manufacturers
                                          from October 3-6. This was the first
and importers they represent. Toyota
                                          endurance record attempt in
was a close second to BMW – just
                                          South Africa for almost 20 years and
0.7% behind – and received the
                                          the first time records of this nature
award for the biggest improvement in
                                          had been set by commercial vehicles.
relationships since the 2002 survey.
                                          The company received widespread
Further evidence of the dedication of
                                          publicity as vehicle supplier and
the Toyota SA dealer network is the
                                          a broadcast sponsor of the 2003
fact that they have committed more
                                          Cricket World Cup. The opportunity
than R225 million to building new

                                                                                   ANNUAL REPORT 2004   7
Chairman’s review         was taken to promote the newly          contributions in terms of social
continued                 introduced RunX range in the 144        investment and environmental care
                          vehicles loaned to the organizers.      are used regularly internationally as
                                                                  models for world class standards.
                          Toyota had another very successful
                          year in local motor sport, collecting   Metair
                          17 national titles – 15 in rallying     Metair’s reporting year is calendar
                          and two in off-road racing. Toyota      year 2003 and the Annual Report
                          also won the South African Rally        has already been published and
                          Manufacturers’ Championship for         distributed (details of the results are
                          a record 12th time, with the last six   also available on their website, www.
                          titles coming in consecutive years. The first half of that
                          The factory Castrol Toyota motor        year was volatile while the Rand was
                          sport team has continued on its         strengthening and without the later
                          winning way in 2004, with nine times    benefit of reduced interest rates.
                          SA rally champion, Serge Damseaux,      Nevertheless, Metair’s management
                          taking the honours in the first         coped extremely well under
                          three rallies of the year and Toyota    challenging conditions. Net profit
                          collecting a big haul of points to      earned was R135.8 million compared
                          comfortably lead the Manufacturers’     to R88.3 million achieved in 2002.
                          Championship.                           A dividend of 700 cents per share
                                                                  was declared compared to 500
                          The company has been very active
                                                                  cents for the previous year. Metair
                          on the social investment front, with
                                                                  continued to benefit from increased
                          a wide range of initiatives, most
                                                                  exports of vehicles as a result of
                          of them focused on upliftment in
                                                                  the influence of the Motor Industry
                          the areas in which employees live,
                                                                  Development Plan. Relatively
                          both in Gauteng and KwaZulu-
                                                                  buoyant local vehicle sales were
                          Natal. The major areas of activity
                                                                  also of benefit.
                          are education and training, with
                          emphasis on technical subjects at       For several years now and in
                          many institutions enjoying support      anticipation of the increased
                          from Toyota SA.                         globalisation of the South African
                                                                  Motor Industry, Metair’s subsidiaries
                          There is also growing involvement in
                                                                  have invested in new technologies,
                          environmental projects, both at the
                                                                  increased capacity and improved
                          company’s facilities at Prospecton
                                                                  facilities. These investments are
                          and Sandton, and among the dealers.
                                                                  contributing solidly to improved
                          In many ways these achievements by      returns. Towards the end of the
                          Toyota SA mirror those of the parent    year the continued strength of the
                          company, TMC, whose products,           Rand was beginning to make some
                          production methods, leadership          exports, particularly to the USA,
                          in the development of leading           very problematic.
                          edge automotive technology and
                                                                  Industrial relations remained good

and assisted in the achievement of        business that should continue to
these results.                            assist long-term development.
Outlook                                   Dividend
2004 turned out to be a much              A dividend of 400 cents per ordinary
better year – with steady growth          share has been declared in respect
and buoyant vehicle sales – than          of the last financial year. This is a
anticipated twelve months ago. I am       substantial improvement on the
now more confident that 2005, in          220 cents previously paid and reflects
spite of much world turmoil on the        improved results.
political front, will be a satisfactory
                                          Directorate and staff
trading year. At the moment vehicle
                                          Pieter Robinson joined Wesco’s
sales are going well and in some
                                          Board on 1 September 2003, on
divisions exports are progressing.
                                          his retirement as executive vice
It is important that the economies
                                          president: group finance and IT
of important trading partners like
                                          of Toyota SA, after completing 30
Japan and the USA are growing at an
                                          years of service with that group.
accelerated rate. There are still many
                                          His appointment has greatly
problems in the Euro zone, but TMC
                                          strengthened the Board.
is making progress in their exports to
these areas. In the longer-term Toyota    I would like to pay tribute to
SA should also benefit from TMC’s         Johan van Zyl and his staff at Toyota
growing share of vehicle sales.           SA, Alan Plummer and his staff at
                                          Metair and Gerrit Strydom and his
Toyota SA is still in a phase of
                                          staff at Wesco. Without all of them
investment and restructuring with
                                          these results would not have been
a view to greatly increased exports
from 2006 onwards. It is possible
that profits may not equal those          Lastly I would like to thank my fellow
achieved during the last year, but        directors for their support during
the longer-term outlook is positive.      the year.
Metair should have a good year, but
the focus will be on quality and cost
improvements and preparations for
major new product introductions in
2005. Profits are expected to be lower
than the exceptional results achieved     Elisabeth Bradley
in 2003.                                  Chairman
                                          21 June 2004
We have excellent international
partners from whom we receive
outstanding co-operation and
assistance. This is an aspect of our

                                                                                   ANNUAL REPORT 2004   9
Corporate governance

                           Introduction                              The board of directors is of the
                           Wesco is committed to the principles      opinion that Wesco complies in most
                           and practice of sound corporate           respects with the recommendations
                           governance.                               and spirit of the King Code 2002, as
                                                                     well as the additional requirements
                           By virtue of its listing on the JSE
                                                                     for corporate governance stipulated
                           Securities Exchange South Africa
                                                                     in the recently revised JSE Listings
                           (JSE), the company is required to
                           comply with the Code of Corporate
                           Practices and Conduct (the King           The principal corporate governance
                           Code 2002) contained in the King          structures, policies and procedures
                           Report on Corporate Governance in         currently in place, are set out below.
                           South Africa (the King Report 2002),      Areas of non-compliance with the
                           published in March 2002. Certain          King Code 2002 and JSE Listings
                           aspects of the King Code 2002,            Requirements are explained.
                           as set out in the new JSE Listings
                                                                     Board accountability and
                           Requirements issued during 2003,
                                                                     delegated functions
                           became effective on 1 January 2004.
                                                                     The general powers of the directors
                           In pursuit of the objective of aligning   of Wesco are conferred either in the
                           its corporate governance position         company’s Articles of Association
                           with the King Code 2002 and the           or by the South African Companies
                           recently implemented corporate            Act or in terms of the JSE Listings
                           governance provisions of the              Requirements.
                           JSE Listings Requirements, Wesco
                           achieved the following milestones         The board charter outlines the
                           during the year under review :            following major responsibilities :

                           • The split of the role of executive      • giving of strategic direction to the
                             chairman into the separate                company;
                             positions of non-executive              • retention of full and effective
                             chairman and chief executive              control of the company and the
                             officer.                                  monitoring of the implementation
                           • The issue of written policies             of board plans and strategies by
                             – detailing procedures relating to        management;
                               board appointments;                   • identification and the monitoring
                             – evidencing a clear diversion of         of key risk areas to ensure the
                               responsibilities at board level         integrity of the company’s
                               to ensure a balance of power            management of risk and internal
                               and authority so that no one            control;
                               individual has unfettered powers      • appointment of directors in terms
                               of decision making;                     of the company’s policy and
                             – regulating transactions by              procedures;
                               directors and officers in ordinary    • appointment of the chief executive
                               shares issued by the company.           officer;
                           • The establishment of separate           • maintenance of succession plans
                             audit and remuneration                    at executive level.
                                                                     While retaining overall accountability
                           • The development and adoption of         and subject to matters reserved
                             – a board charter                       to itself, the board has delegated
                                                                     authority to run the day-to-day
                             – a code of business conduct, and
                                                                     affairs of the company to the chief
                             – a code of ethics for the company      executive officer.
                                                                     Audit and remuneration committees
                           • The enhancement of the                  have been constituted to assist the
                             company’s risk management               board in the discharge of its duties
                             procedures.                             and responsibilities. Both committees

act within their respective terms         and review issues of strategy,            The programme also includes an
of reference, under which certain         planning, operational and                 explanation of the directors’ fiduciary
functions of the board are assigned       financial performance, stakeholder        duties and responsibilities.
with defined purposes, membership         communications and other material
                                                                                    Directors are appraised, whenever
requirements, duties and reporting        matters reserved for its decision.
                                                                                    relevant, of any new legislation and
procedures. They are required to          Further meetings are held as and
                                                                                    changing commercial risks that may
carry out self-evaluations of their       when required. There is also provision
                                                                                    affect the affairs of the company.
performance at least annually. Board      in the company’s Articles
committees are also required to           of Association for decisions to be        Executive directors retire from the
be reviewed by the board. Board           taken between meetings by way             board at 65 years of age whilst non-
committees may take independent           of directors’ written resolutions.        executive directors retire on attaining
professional advice at the company’s                                                the age of 75.
                                          An agenda, the minutes of the
expense when necessary. Chairmen          previous meeting and supporting           At every annual general meeting,
of the board committees or their          papers are distributed to all directors   at least one-third of the directors
representatives are required to           prior to each board meeting.              retire by rotation from the board. In
attend annual general meetings            Corporate governance has become           addition, a director appointed by the
to answer questions raised by             a standard item on the agenda             board to fill a vacant seat is required
shareholders.                             of every board meeting. Where             to have his/her appointment
The remuneration of board                 directors are unable to attend board      confirmed at the next annual general
committee members is determined           meetings for any reason, every effort     meeting. Directors retiring by
by the board. At present, the             is made to obtain and communicate         rotation may offer themselves for
following fees are payable :              to the meeting any comments they          re-election.
                                          may have on agenda and general
Audit committee:                                                                    Fees payable to directors are
                                          items. Explanations and motivations
Chairman R25 000 per annum;                                                         recommended by the board and
                                          for items of business requiring
Members R15 000 per annum.                                                          fixed by shareholders in general
                                          decisions are given in the meeting,
Remuneration committee:                   thereby ensuring that all the relevant
Chairman R7 500 per meeting;              facts and circumstances are brought       There are no contracts of service
Members R5 000 per meeting.               to the attention of directors who, in     between any directors and the
                                          any event, have unrestricted access       company or any of its subsidiaries
Board of directors                                                                  that are terminable at periods of
                                          to, and may inspect, all company
The company has a unitary board                                                     notice exceeding three months and
                                          property and records. The directors
structure which comprises one                                                       requiring payment of compensation.
                                          also have unrestricted access to the
executive director – the chief
                                          company secretary for advice and          Chairman and
executive officer – and four non-
                                          information.                              Chief executive officer
executive directors, including the
chairman. The names and credentials       Five board meetings were held             With effect from 1 January 2004, the
of the directors in office are detailed   during the financial year. Four of the    role of executive chairman was split
on page 2.                                meetings were attended by all of the      into the positions of non-executive
                                          directors. Mr R S Broadley tendered       chairman, who has the responsibility
At present, none of the non-                                                        for running the board, and chief
                                          his apology in respect of one board
executive directors meet the test                                                   executive officer who has the
                                          meeting but his views and comments
of independence, as embodied in                                                     responsibility for the conduct of the
                                          on the business on the agenda for
the King Code 2002 and in the JSE                                                   affairs of the company. Consequently,
                                          that meeting were fully canvassed
Listings Requirements, because of                                                   no one individual at board level has
                                          beforehand. A total of six written
their present or past involvement in                                                unfettered powers of decision-making.
                                          resolutions were passed by the
the operations of the Wesco group
                                          directors in between board meetings       Board committees
in its broader context. However,
                                          during the same period.                   A description of each board
the non-executive directors are
high-calibre individuals and make         Any new appointment of a director         committee is provided below:
a significant contribution to the         is considered by the board as a           Audit committee
board’s deliberations and decisions.      whole, on the recommendation of           P R Robinson (Chairman),
                                          the remuneration committee. The           E Bradley, A D Plummer
All the directors have the appropriate
                                          secretary ensures that new directors
knowledge, experience and ability                                                   The audit committee consists
                                          are provided with an induction
to meet the present and future                                                      exclusively of non-executive
                                          programme aimed at deepening
requirements of the group.                                                          directors. The board has determined
                                          their understanding of the company
The board meets at least on               and the business environment              that the board chairman possesses
a quarterly basis to discuss              and markets in which it operates.         skills and experience necessary

                                                                                    ANNUAL REPORT 2004                 11
Corporate Governance Statement continued

                           to contribute meaningfully to              investments. The committee was in
                           the committee’s deliberations as           agreement that the company should
                           a member rather than an invitee.           be viewed as a going concern. The
                           The chief executive officer attends        audited annual financial statements,
                           meetings by invitation.                    the drafts of the preliminary
                                                                      announcement of the annual results
                           The committee’s duties cover, in
                                                                      and the corporate governance report
                           the main,
                                                                      were recommended for approval
                           • the company’s relationship with          by the board. A trading statement
                             the external auditors;                   and cautionary announcement
                                                                      was issued by the company on
                           • the presentation of financial
                                                                      1 June 2004. The chairman of the
                             statements and reports complying         audit committee reported on the
                             with all relevant corporate              annual results at the board meeting
                             disclosure requirements and              held to adopt the annual results on
                             accounting standards;                    21 June 2004.
                           • the identification of exposure to        Members of the committee
                             significant risks;                       completed a self-evaluation analysis
                           • the operation of adequate                of the committee’s performance in
                             processes of internal control, and       respect of the two meetings reported
                                                                      on. At the board meeting held on
                           • all corporate governance issues.         21 June 2004, after due debate,
                           In addition, the committee considers       the board determined that the
                           any matters referred to it by the board.   audit committee had satisfied its
                                                                      responsibilities in respect of the two
                           The committee met once during the          meetings referred to in compliance
                           financial year and again subsequent        with its terms of reference.
                           to the year end. All members
                                                                      Remuneration committee
                           attended the committee meetings.
                                                                      P R Robinson (Chairman),
                           The first meeting was held primarily       R S Broadley, A D Plummer
                           to consider the draft interim
                                                                      The remuneration committee is
                           report against the background
                                                                      composed entirely of non-executive
                           of a trading statement and
                                                                      directors. The chairman and the chief
                           cautionary announcement issued
                                                                      executive officer attend meetings
                           by the company some three weeks
                                                                      by invitation. Neither, nor any other
                           previously. Having satisfied itself
                                                                      senior executive may be present at
                           that the financial results for the
                                                                      meetings of the committee when
                           half-year ended 30 September
                                                                      remuneration issues applicable to
                           2003 were accurate, the committee
                                                                      them are discussed or considered.
                           recommended the draft interim
                           report for approval by the board. The      The committee is responsible for
                           chairman of the audit committee            • the specific remuneration
                           reported on the interim results at the       packages for executive directors of
                           subsequent board meeting held to             the company;
                           adopt the interim results.
                                                                      • the operation of the company’s
                           The draft audited annual financial           share purchase scheme;
                           statements for the year ended
                           31 March 2004 were submitted at            • identifying and nominating
                           the meeting of the audit committee           candidates for approval of the
                                                                        board as additional directors or
                           held on 31 May 2004, together
                                                                        to fill any board vacancies as
                           with the report of the auditors.
                                                                        they arise.
                           Senior representatives of the
                           external auditors were present.            The committee also advises the
                           The committee considered the               board on succession planning,
                           assessment at the year-end of the          especially in respect of the
                           company’s ability to continue as a         chairman of the board and chief
                           going concern and the valuations of        executive officer.

In addition, the committee considers       The chairman of the remuneration          responsible for independently
any matters referred to it by the board.   committee reported on these               auditing and reporting on the
                                           matters at the subsequent meeting         financial statements in conformity
During the year under review, the
                                           of the board and after due debate,        with Generally Accepted Auditing
committee met on two occasions. All
                                           the board determined that the             Standards and the Companies Act.
members attended the two meetings
                                           remuneration committee had                Their unqualified report on these
except Mr R S Broadley who was
                                           satisfied its responsibilities for the    financial statements appears on
unable to attend the first meeting.
                                           year under review in compliance with      page 15.
However, his views and comments on
                                           its terms of reference.
the business on the agenda for that                                                  Risk management and internal
meeting were thoroughly canvassed          The Secretary                             control
beforehand.                                Appointment and removal of the            The board has ultimate responsibility
                                           secretary is a matter for the board       for the total process of risk
At the first meeting, convened             as a whole. The board has adopted a       management and its effectiveness
at the request of the board, the           code of ethics for this official.         within the group. Management is
committee made the following                                                         accountable to the board and has
recommendations for approval by            The secretary provides the board as a
                                                                                     established internal controls to
the board:                                 whole and directors individually with
                                                                                     manage significant group risk. This
                                           detailed guidance as to their duties,
• that the chairman of the                                                           assists the board in discharging its
                                           responsibilities and powers. He is also
  company be granted additional                                                      responsibility for ensuring that the
                                           required to ensure that the directors
  remuneration of R20 000 per                                                        range of risks, associated with its
                                           are aware of all laws, legislation,
  annum in her non-executive                                                         operations, are effectively managed
                                           regulations and matters of ethics and
                                                                                     in support of the creation and
  capacity, and                            good corporate governance.
                                                                                     preservation of shareholder wealth.
• that Mr G J Strydom, executive           The secretary is also responsible
                                                                                     Regular management reports, which
  director (finance), be appointed         for compliance with all statutory
                                                                                     provide a balanced assessment
  as chief executive officer, in           requirements in regard to the
                                                                                     of key risks, are an important
  addition to retaining his board          administration of the Wesco Share
                                                                                     component of board assurance.
  responsibility for the financial         Purchase Scheme.
  affairs of the company.                                                            The board is satisfied that there is
                                           The secretary is also required
                                                                                     an ongoing process for identifying,
The chairman of the remuneration           to ensure that minutes of all
                                                                                     evaluating and managing the
committee reported on these issues         shareholders’, directors’ and board
                                                                                     significant risks faced by the group.
at the next meeting of the board           committee meetings are properly
at which approval was given to the         recorded in accordance with the           The external auditors have confirmed
recommendations.                           Companies Act. Besides the minutes        that they are not aware of any issues
                                           of board committee meetings               that could constitute a material
The following were the main matters        being circulated to members of            breakdown in the functioning of
dealt with at the second meeting of        the respective committees, all the        the group’s control systems either
the committee:                             minutes mentioned are distributed         during the year under review or
• approval of not only the salary          to members of the board.                  subsequently.
  package of the chief executive           Annual financial statements               Going concern
  officer, but also, at the request of     The directors are required by the         The directors have reviewed the
  the board, salary increments for all     South African Companies Act to            group’s business plan and cash flow
  staff members with effect from           maintain adequate accounting              forecast for the year to 31 March
  1 April 2004;                            records and are responsible for the       2005. On the basis of this review, and
• succession planning with regard to       preparation of the annual financial       in the light of the current financial
  the chairman of the board and the        statements and related financial          position and existing borrowing
  chief executive officer;                 information which fairly present          facilities, the directors are satisfied
                                           the state of affairs of the company       that Wesco is a going concern and
• the current composition of the           and the Wesco group at the end of         have continued to adopt the going-
  board which was found to be              the financial year, and the results       concern basis in preparing the
  satisfactory.                            of operations and cash flow for the       financial statements. The external
                                           year, in conformity with generally        auditors concur with this statement.
Members of the committee also
                                           accepted accounting practice and in
completed a self-evaluation analysis                                                 Insider trading
                                           terms of the JSE Listings Requirements.
of the committee’s performance in                                                    The South African Insider Trading
respect of the two meetings held           The external auditors,                    Act of 1968 regulates transactions
during the year.                           PricewaterhouseCoopers Inc., are          by directors and officers (deemed

                                                                                     ANNUAL REPORT 2004                 13
Corporate Governance Statement continued

                           insiders) in securities issued by the     Communication
                           company.                                  Wesco subscribes to a policy
                                                                     of full, accurate and consistent
                           No employee may deal either
                                                                     communication in respect of both its
                           directly or indirectly in the
                                                                     financial and operating affairs.
                           company’s ordinary shares on the
                           basis of unpublished price-sensitive      The company regularly
                           information regarding its business        communicates with major
                           or affairs. No director, secretary or     shareholders, institutional investors,
                           officer of the company may trade in       analysts and the media.
                           the company’s shares during a closed
                                                                     Wesco encourages its shareholders
                           period as determined by the board
                                                                     to attend the company’s general
                           in accordance with the JSE’s Listings
                                                                     meetings, which provide
                           Requirements. A list of persons
                                                                     opportunities for shareholders to
                           who are restricted for this purpose
                                                                     ask questions of the board, including
                           has been approved by the board
                                                                     the chairmen of the two standing
                           and is revised from time to time. A
                                                                     committees of the board, or their
                           register of directors, secretary and
                           officers is available for inspection at
                           the company’s registered office in        Shareholders are informed at annual
                           Parktown, Johannesburg.                   general meetings of the results of
                                                                     voting, in person and by proxy, in
                           The new Listings Requirements of the
                                                                     respect of all ordinary and special
                           JSE have considerably extended the
                                                                     resolutions proposed under special
                           obligations regarding transactions in
                                                                     business at such meetings.
                           the securities of the company.
                           During the year under review, the         Sponsor
                           company issued a comprehensive            LPC Manhattan acts as sponsor to
                           policy, incorporating the provisions      the company in compliance with the
                           of both the Insider Trading Act of        Listings Requirements of the JSE.
                           1968 and the new rules of the JSE, in
                           regard to dealings in the company’s
                           shares. Trading in the company’s
                           shares is conducted on completion of
                           an application form. Authorisation of
                           the transaction is given in writing by
                           the chairman of the board or, in her
                           absence, the chief executive officer.
                           The written authority is kept by the
                           secretary with the record of the
                           particular transaction. In the event
                           that the chairman wishes to trade,
                           permission to do so is obtained from
                           the board.
                           Company ethics and business
                           The company is committed to the
                           highest standards of professionalism
                           and organisational integrity, as
                           well as ethical and legal conduct in
                           business dealings with stakeholders.
                           A code of business conduct, which
                           outlines the ethical and professional
                           management that Wesco upholds,
                           has been adopted by the board and
                           distributed to all staff members.
                           Persons and enterprises doing
                           business with Wesco are expected
                           to observe the same level of
                           commitment to group integrity.

Directors’ approval

                            The annual financial statements and
                            group annual financial statements
                                                                     E Bradley
                            for the year ended 31 March 2004,
                            as well as the corporate governance
                            statement, were approved by the
                            board of directors on 21 June 2004       GJ Strydom
                            and are signed on its behalf by:         Chief Executive Officer

Company secretary’s certificate

                            I hereby certify that, in accordance     of my knowledge and belief, correct
                            with section 268G(d) of the              and up to date.
                            Companies Act, 1973, as amended,
                            the company has lodged with the
                            Registrar of Companies, all such
                            returns as are required of a public      FDW Peachey
                            company in terms of this Act and         Company Secretary
                            that all such returns are, to the best   21 June 2004

Report of the independent auditors

                            To the members of Wesco                  • evaluating the overall financial
                            Investments Limited                        statement presentation.
                            We have audited the annual financial
                                                                     We believe that our audit provides a
                            statements and group annual
                                                                     reasonable basis for our opinion.
                            financial statements of Wesco
                            Investments Limited, set out on          Audit opinion
                            pages 16 to 35, for the year ended       In our opinion, the financial
                            31 March 2004. These financial           statements fairly present, in all
                            statements are the responsibility        material respects, the financial
                            of the directors of the company.         position of the company and the
                            Our responsibility is to express         group at 31 March 2004, and the
                            an opinion on these financial            results of their operations and
                            statements based on our audit.           cash flows for the year then ended
                                                                     in accordance with South African
                                                                     Statements of Generally Accepted
                            We conducted our audit in
                                                                     Accounting Practice and in the
                            accordance with statements of
                                                                     manner required by the
                            South African Auditing Standards.
                                                                     South African Companies Act, 1973.
                            Those standards require that we
                            plan and perform the audit to
                            obtain reasonable assurance that
                            the financial statements are free of
                            material misstatement.
                            An audit includes:                       PricewaterhouseCoopers Inc
                            • examining, on a test basis,            Chartered Accountants (SA)
                              evidence supporting the amounts        Registered Accountants and Auditors
                              and disclosures in the financial
                              statements;                            Johannesburg
                            • assessing the accounting principles    21 June 2004
                              used and significant estimates
                              made by management; and

                                                                     ANNUAL REPORT 2004                   15
Directors’ Report
for the 12 months
ended 31 March 2004
                            Nature of business                        • on 1 June 2004 advising
                            Wesco Investments Limited is an             shareholders that the group’s results
                            investment holding company with             for the 12 months ended
                            interests in the motor industry and         31 March 2004 were expected to
                            the motor component industry.               reflect a substantial improvement
                                                                        over the results for the 15 month
                            Holding company
                                                                        period ended 31 March 2003. The
                            The company has no holding company.
                                                                        cautionary announcement was
                            Comparative figures                         withdrawn with the publication
                            Following on the disposal of a              on 21 June 2004 of the company’s
                            controlling interest in Toyota South        audited annual results report to
                            Africa (Proprietary) Limited to Toyota      31 March 2004, which showed an
                            Motor Corporation of Japan, with            improvement of 142%, from
                            effect from 1 July 2002, the company        R84 270 000 to R204 075 000, in net
                            changed its financial year end from         income attributable to shareholders.
                            31 December to 31 March, effective
                                                                      The financial statements which
                            31 March 2003. Accordingly, the           accompany this report set out fully
                            financial figures for the 15 month        the financial position, results of
                            period to 31 March 2003 are not           operations and cash flows of the
                            strictly comparable with the results      group and the company for the
                            for the 12 months to 31 March 2004.       financial year ended 31 March 2004.
                            Share capital                             Review of operations
                            There was no change in either the         The operations of the various
                            authorised or issued share capital of     individual companies in which
                            the company during the year under         investments are held are
                            review. Details of the authorised,        comprehensively covered in the
                            issued and unissued shares, as well       Chairman’s Review included in pages
                            as the share premium and share            4 to 9 of this annual report.
                            purchase scheme, are given in note
                            13 on page 31.                            Dividends
                                                                      The company’s dividend policy is to
                            Financial results                         declare one dividend in respect of
                            The company issued two trading            each financial year.
                            statements and cautionary
                            announcements between the                 Details of final ordinary dividend
                            beginning of the accounting period        number 34 declared and paid to
                            and the date of this report in terms of   shareholders during the year under
                            the Listings Requirements of the JSE      review are set out in note 5 on
                                                                      page 28.
                            Securities Exchange South Africa (JSE):
                                                                      A final dividend (number 35) of
                            • on 17 November 2003 advising
                                                                      400 cents per ordinary share, in respect
                              shareholders that the group’s results
                                                                      of the year ended 31 March 2004, was
                              for the six months ended
                                                                      declared on 21 June 2004, payable on
                              30 September 2003 were expected
                                                                      26 July 2004 to shareholders as at the
                              to reflect a substantial improvement
                                                                      record date of 23 July 2004.
                              over the results for the first six
                              months of the previous financial        Shareholders who have
                              period which ended on                   dematerialised their ordinary shares
                              30 June 2002. The cautionary            receive payment of their dividends
                              announcement was withdrawn              electronically, as provided for by
                              with the publication on                 STRATE. For those shareholders
                              11 December 2003 of the company’s       who have not yet dematerialised
                              unaudited interim report to             their shares, or who may intend
                              30 September 2003, which showed         retaining their shareholding in the
                              a turnaround from a net loss of         company in certificated form, the
                              R106 387 000 for the six months to      company operates an electronic
                              30 June 2002 to a net income of         funds transmission service, whereby
                              R93 007 000 attributable to             dividends may be electronically
                              shareholders during the six months      transferred to shareholders’ bank
                              period to 30 September 2003.            accounts. These shareholders are

encouraged to mandate this method         Special resolution                         Aggregate income and losses of
of payment for all future dividends.      An amendment to the Articles of            subsidiaries
                                          Association relating to a procedural       The attributable interest of the
Borrowing powers
                                          matter when voting at a general            company in the income and losses of
The company’s borrowing powers are
                                          meeting of the company.                    its subsidiaries is set out in note 7 on
                                                                                     page 29.
                                          It has been decided not to propose
Annual general meeting
                                          to shareholders at the forthcoming         Directorate and secretary
At the annual general meeting held
                                          annual general meeting that                The names of the directors of the
on 11 August 2003, shareholders
                                          consideration be given to renewing         company in office at the date of this
passed the undermentioned ordinary                                                   report are listed on page 2.
                                          the general authority placing the
and special resolutions :
                                          unissued shares under the control of       Upon reaching Wesco’s retiring
Ordinary resolutions                      the directors until the next annual        age for employees, Mrs E Bradley
• the adoption of the annual report       general meeting, but rather to seek a      relinquished her position as executive
  for the 15 months ended 31 March        specific authority from shareholders as    chairman on 31 December 2003 and
  2003;                                   and when a requirement arises in the       was re-appointed chairman of the
• confirmation of the appointment of      future for the issue of further shares.    board in a non-executive capacity
  Mr G J Strydom as a director on         Investments                                with effect from 1 January 2004.
  12 December 2002;                       Particulars of the group’s subsidiaries    Mr G J Strydom was appointed chief
• the re-election of Mrs E Le R Bradley   and associates are reflected on            executive officer of the company
  and Mr R S Broadley as directors of     page 35.                                   with effect from 1 January 2004. He
  the company;
                                          Special resolutions                        retains his board responsibility for the
• the renewal of the general                                                         financial affairs of the company.
                                          Details of a special resolution passed
  authority placing the unissued
                                          by the company since the date of           Mr P R Robinson was appointed a
  shares under the control of the
                                          the previous directors’ report is          director on 1 September 2003.
                                          given under the item annual general
• an increase in the remuneration                                                    In accordance with Article 16.2 of
                                          meeting on this page of the report.
  payable to the directors from                                                      the Articles of Association,
  R5 500 to R30 000 per annum with        The undermentioned special                 Mr P R Robinson’s appointment as
  effect from 1 April 2003.               resolution, requiring disclosure in        a director is subject to confirmation
                                          terms of the Listings Requirements of      at the forthcoming annual general
Special resolution                        the JSE, was passed by the subsidiary      meeting. Mr A D Plummer and
(registered 25 August 2003)               concerned on 21 August 2003 :              Mr G J Strydom retire by rotation in
An amendment to the company’s
                                          Company                                    terms of Article 17.1 of the Articles of
Articles of Association to authorise
                                          Prostart Traders 104 (Proprietary)         Association at the forthcoming annual
the directors to determine the                                                       general meeting, and, being eligible,
remuneration of members of                Limited
                                                                                     offer themselves for re-election.
committees established by them.           Nature of resolution
                                          Change of name to Wesco House              The business and postal addresses of
Notice of the thirty-sixth annual                                                    the company secretary are set out on
                                          (Proprietary) Limited
general meeting to be held at the                                                    page 2 of this annual report.
company’s registered office on            Effective date (date of registration)
                                                                                     Directors’ emoluments
Wednesday, 21 July 2004 at 11:00 is       28 August 2003
                                                                                     The Articles of Association provide
given on page 36. In addition to the
                                          Articles of Association                    that the directors’ remuneration
ordinary business to be conducted at
                                          Article 13.5 of the company’s Articles     should be determined from time
that meeting – the adoption of this       of Association provides that all           to time by ordinary resolution in
annual report, the confirmation of the    resolutions proposed at a general          general meeting.
appointment of a director and the         meeting shall, in the first instance, be
re-election of directors – shareholders                                              Shareholders will be asked at
                                          decided by a show of hands.
will be requested to consider the                                                    the forthcoming annual general
passing of ordinary and special           Shareholders will be asked at the          meeting to consider granting the
resolutions, under the heading of         forthcoming annual general meeting         chairman, with effect from 1 April
                                          to consider amending Article 13.5          2004, additional remuneration of R20
special business, relating to the
                                          so as to dispense with first having to     000 per annum, over and above the
undermentioned proposals:
                                          vote on a resolution put to a general      remuneration of R30 000 per annum
Ordinary resolution                       meeting of shareholders by way of a        payable to her as a non-executive
The payment of additional                 show of hands where a vote on such         director, in keeping with the onerous
remuneration to the non-executive         resolution by means of a poll has          responsibilities of a non-executive
chairman of the company.                  been properly demanded.                    chairman.

                                                                                     ANNUAL REPORT 2004                  17
Directors’ Report continued

The following tables record the remuneration paid to each director during the period under review:
                                       Fees for    Committee           Basic         Other         Pension
                                       services         fees          salary       benefits         contri-            Total
All figures in R000                 as director                                                    butions
Executive directors
E Bradley (until retirement on
31 December 2003)                       22.5*                          796.0           26.0            63.0            907.5
GJ Strydom                              30.0*                          520.0           79.0            47.0            676.0
Non-executive directors
E Bradley (as non-executive chairman
with effect from 1 January 2004)         7.5              3.8                                                           11.3
RS Broadley                             30.0             10.0                                                           40.0
AD Plummer                              30.0             17.5                                                           47.5
PR Robinson (with effect from
appointment on 1 September 2003)        17.5             27.5                                                         45.0
Total                                  137.5             58.8        1 316.0          105.0          110.0         1 727.3
Paid by subsidiaries                                                 1 316.0          105.0          110.0         1 531.0
Paid by Wesco                          137.5             58.8                                                        196.3
Executive directors
E Bradley                                5.5*                        1 028.0           34.0          125.0         1 192.5
GJ Strydom (appointed 12 December 2002)                                164.0            9.0           26.0           199.0
Non-executive directors
RS Broadley                              5.5                                                                           5.5
AD Plummer                               5.5                                                                           5.5
AJJ Wessels (deceased 2 December 2002) 5.5                             954.0                          71.0         1 030.5
Total                                   22.0                         2 146.0           43.0          222.0         2 433.0
Paid by subsidiaries                                                 2 146.0           43.0          222.0         2 411.0
Paid by Wesco                           22.0                                                                          22.0
* Amounts paid to Wesco Bestuursmaatskappy (Pty) Ltd

Directors’ interests
The interests of the directors in the ordinary shares of the company at 31 March 2004 were:
                                                     31 March 2004                      31 March 2003
                                                 Beneficial             Non-              Beneficial                Non-
                                          Direct        Indirect   beneficial        Direct        Indirect     beneficial
Executive director
G J Strydom                              17 000                –            –       22 000                –               –
Non-executive directors
E Bradley                                   100       1 675 667    2 397 469           100      1 675 667*      2 397 469*
R S Broadley                                   –               –         100              –               –           100
A D Plummer                                    –               –         100              –               –           100
P R Robinson                                   –               –            –             –               –             –
Total                                       100       1 675 667    2 397 669           100      1 675 667       2 397 669
Grand total                              17 100       1 675 667    2 397 669        22 100      1 675 667       2 397 669
* Restated

There have been no changes in the above interests since 31 March 2004. A register detailing directors’ and officers’
interests in contracts is available for inspection at the company’s registered office.

Disputes                                     expenditure of a similar amount as         the Wesco group. Pursuant to a
The undermentioned disputes were             a deductible allowance for income          decision by the board of directors
resolved during the year under               tax purposes relative to the years         not to take the case on appeal,
review:                                      concerned.                                 R6,1 million was settled by
                                                                                        31 March 2004, with the
• In February 2004, the company            • In terms of a judgement handed
                                                                                        balance fully provided for in
  was advised that the South                 down in the High Court of
                                                                                        the accompanying financial
  African Revenue Services (SARS)            South Africa (Durban and Coast
                                                                                        statements. The company has no
  had confirmed that the claim for           Local Division) on 3 February
                                                                                        further exposure in this matter.
  additional tax, amounting to some          2004, the company was held liable
  R70 million exclusive of penalties         for damages and related costs            Events subsequent to balance
  and interest, raised against certain       amounting to some R7,2 million           sheet date
  companies in the group in respect          in respect of warranty claims            No material event or circumstance
  of the years 1989 to 1991, had             instituted against Camargue              has occurred between the balance
  been withdrawn in view of the              Transport Systems (Proprietary)          sheet date and the date of this report.
  decision by the SARS to grant              Limited, a former subsidiary of

Major ordinary shareholdings equal to or in excess of 5% of the total issued ordinary share capital of the company
                                                                                   Number of ordinary              % of shares
                                                                                            shares held
South African Trust and
Finance Company Limited                                                                       2 788 357                  33.03

Old Mutual Life Assurance
Company SA Limited                                                                          1 029 891                   12.20

Contax Investments
(Proprietary) Limited                                                                       1 013 943                   12.01

Alpha Institute
(Proprietary) Limited                                                                         879 500                   10.42

Transnet Pension Fund                                                                         716 062                    8.48

Shareholder spread
                                                         Shareholders                            Ordinary shares held
                                              Number                        %                Number                   %
Non-public shareholders
  Directors                                          4                    0.86                 17 300                    0.21

  Wessels family interests held through
  six companies / trusts                             6                    1.30              4 990 100                   59.11

  Old Mutual Life Assurance
  Company SA Limited                                 1                    0.22              1 029 891                   12.20
                                                    11                    2.38              6 037 291                   71.52
Public shareholders                                451                   97.62              2 404 509                   28.48
                                                   462                  100.00              8 441 800                  100.00

                                                                                      ANNUAL REPORT 2004                 19
Accounting Policies

                           The principal accounting policies          acquisition of interests in subsidiary
                           adopted in preparation of these            companies are transferred to a non-
                           financial statements are set               distributable reserve. Internal sales
                           out below.                                 and profits have been eliminated on
                                                                      consolidation and group sales and
                           Basis of presentation
                                                                      income figures relate to external
                           The group financial statements
                                                                      transactions only.
                           have been prepared in accordance
                           with Statements of South African           Associated companies
                           Generally Accepted Accounting              Associated companies are those
                           Practice. The financial statements         companies in which the group holds
                           have been prepared under the               a direct long-term equity interest of
                           historical cost convention except as       not more than 50% and over whose
                           disclosed in the accounting policies       financial and operating policies a
                           below. With the exception of the           significant influence can be exercised.
                           adoption of AC133, the policies used
                                                                      The post-acquisition reserves of such
                           in preparing the financial statements      companies are incorporated in the
                           are consistent with those of the           group financial statements using the
                           previous year. The group adopted           equity method of accounting.
                           AC133 – Financial Instruments:
                           Recognition and Measurement                Distribution of retained income of
                           with effect from 1 April 2003. The         associated companies is not under
                           effects of adopting this standard          the control of the group. Equity
                           are summarised in the statement of         accounted retained earnings is
                           changes in equity on page 24 and           therefore transferred to a non-
                           further information is disclosed in        distributable reserve.
                           the accounting policy statements           Dividends received from associates
                           below for investments and financial        are included in income from
                           instruments and in notes 6 and 11 to       investments as part of revenue.
                           the financial statements.
                                                                      The carrying values of investments
                           Preparation of the group financial         in associates represent the original
                           statements in conformity with              cost, together with the group’s share
                           Generally Accepted Accounting              of post-acquisition retained income
                           Practice requires management to            and reserves of associates. Where,
                           make estimates and assumptions             in the opinion of the directors, the
                           that affect the reported amounts of        fair value of an associate has been
                           assets and liabilities and disclosures     permanently reduced below its
                           of contingent assets and liabilities at    carrying value, a provision is made for
                           the date of the financial statements       such diminution in value.
                           and the reported amounts of
                           revenues and expenses during the           Other investments
                           reporting period. Actual results could     At 1 April 2003 the group adopted
                           differ from those estimates.               AC133 – Financial Instruments:
                                                                      Recognition and Measurements and
                           Consolidation                              classified its investments as loans and
                           The group financial statements             receivables made by the group and
                           incorporate the financial statements       available for sale investments. Loans
                           of Wesco Investments Limited and its       and receivables originated by the
                           subsidiary companies. Subsidiaries,        group are included in non-current
                           which are those companies in               assets.
                           which the group has an interest
                           of more than half of the voting            The portion of loans and receivables
                           rights or otherwise has power to           that is receivable during the next
                           exercise control over the operations,      12 months and available for sale
                           are consolidated. Investments in           investments expected to be
                           subsidiaries are stated at cost.           sold during the next 12 months,
                                                                      is included in current assets.
                           Results of subsidiaries are brought
                                                                      Management determines the
                           to account from the effective dates
                                                                      appropriate classification of its
                           of acquisition and up to the effective
                                                                      investments at the time of the
                           dates of disposal. Cost of control
                                                                      purchase and re-evaluates such
                           arising on acquisition of subsidiaries
                                                                      designations on a regular basis.
                           is written off against the distributable
                           reserve. Reserves arising on               All purchases and sales of

investments are recognised on the         investments is based on quoted             outflow of resources embodying
trade date, which is the date that        market prices at the balance sheet         economic benefits will be required
the group commits to purchase             date. The adjustment to the carrying       to settle the obligation, and a reliable
or sell the asset. Cost of purchase       value of originated loans and              estimate of the amount of the
includes transaction costs. Loans and     receivables to amortised cost are          obligation can be made. Employee
receivables originated by the group       calculated by reference to market          entitlements to annual leave and
are carried at amortised cost using       interest rates using the effective         long-service leave are recognised
the effective interest rate method.       interest rate method. The face values      when they accrue to employees.
Available for sale investments are        of financial assets and liabilities with
subsequently carried at fair value.       a maturity of less than one year           Retirement benefits
Realised and unrealised gains and         are assumed to approximate their           The group operates a defined benefit
losses arising from changes in the        fair values.                               plan, the assets of which are held in
fair value of loans and receivables                                                  separate trustee-administered funds.
originated by the group and available     Trade and other receivables
                                                                                     The pension plan is generally funded
for sale investments are included in      Trade receivables are carried
                                                                                     by payments from employees and by
the income statement in the period        at original invoice amount less
                                                                                     the relevant group companies, taking
in which they arise.                      provision made for impairment of
                                                                                     account of the recommendations of
                                          these receivables. A provision for
On the adoption of AC133 at 1 April       impairment of trade receivables is         independent qualified actuaries.
2003 an adjustment was made to            established when there is objective        Pension accounting costs are assessed
opening non-distributable reserves        evidence that the group will not           using the projected unit credit
– refer the statement of changes in       be able to collect all amounts due
equity and note 6 to the financial                                                   method. Under this method, the cost
                                          according to the original terms            of providing pensions is charged to
statements.                               of the receivables. The amount             the income statement to spread the
Property, plant and equipment             of the provision is the difference         regular cost over the service lives of
These assets are included at historical   between the carrying amount and            employees in accordance with the
cost. Land is not depreciated.            the recoverable amount, being the
                                                                                     advice of qualified actuaries who
Depreciation of buildings and plant       present value of expected cash flows,
                                                                                     carry out a full valuation of the plans
and equipment is calculated on            discounted at the market rate of
                                                                                     every three years.
the straight-line method at rates         interest for similar borrowers. Bad
designed to write off the assets over     debts are written off during the year      The pension obligation is measured
their anticipated useful lives. The       in which they are identified.              as the present value of the estimated
maximum depreciation period for                                                      future cash outflows using interest
                                          Cash and cash equivalents
buildings is 50 years. Equipment is                                                  rates of government securities
                                          Cash and cash equivalents are
depreciated over 5 years.                                                            that have terms to maturity
                                          measured at fair value.
Finance charges                                                                      approximating the terms of the
Finance charges are charged to            For the purpose of the cash flow           related liability.
operating income during the               statement, cash and cash equivalents
                                          comprise cash on hand, and deposits        All actuarial gains and losses are
year using the effective interest
                                          held on call with banks, net of            spread forward over the average
rate method.
                                          bank overdrafts, all of which are          remaining service lives of employees.
Financial instruments                     available for use by the group unless      Revenue recognition
Financial instruments carried at the      otherwise stated.
balance sheet date include cash                                                      In prior years revenue comprised
and bank balances, investments,           Taxation                                   sales of vehicles, parts and
receivables and trade creditors.          Deferred tax is provided using the         accessories, and full maintenance
Financial assets are recognised when      liability method, for all temporary        lease rentals. The group disposed
the group has rights or other access      differences arising between the tax        of part of its interest in a major
to economic benefits. Such assets         bases and carrying values of assets        subsidiary during 2002, and that
consist of cash, a contractual            and liabilities.                           former subsidiary is subsequently
right to receive cash or another          Deferred tax assets relating to the        accounted for as an associate.
financial asset.                          carry-forward of unused computed           Following the disposal, the group’s
                                          tax losses are recognised to the extent    principal source of revenue
Financial liabilities are recognised
when there is an obligation to            that it is probable that future taxable    represents dividend and interest
transfer benefits and that obligation     profit will be available against which     income from investments.
is a contractual liability to deliver     the unused tax losses can be utilised.     Dividends are recognised when the
cash or another financial asset or                                                   group’s right to receive payment is
                                          Provisions for liabilities and charges
to exchange financial instruments                                                    established. Interest is recognised on
                                          Provisions are recognised when
with another entity on potentially
                                          the group has a present legal or           a time proportion basis that takes
unfavourable terms.
                                          constructive obligation as a result of     into account the effective yield on
The fair value of available for sale      past events, it is probable that an        the asset.

                                                                                     ANNUAL REPORT 2004                  21
Income statements
for the 12 months ended 31 March 2004 and 15 months ended 31 March 2003

                                                                    Group                   Company
                                                           2004              2003      2004       2003
                                           Notes           R000              R000      R000       R000

Investment income and growth                   1         73 198           90 594      38 891     10 273
New motor vehicle and related sales                                   4 581 511

Cost of sales                                                         (4 553 567)

Gross profit                                             73 198         118 538       38 891     10 273
Other operating income                                    1 345         108 305
Distribution costs                                                     (134 971)
Administrative expenses                                   (4 430)      (223 416)        (385)      (282)
Other operating expenses                                  (6 537)           (6 733)   (6 537)
Surplus on disposal of interest in
a subsidiary company                         16.2                       174 766                 962 486

Operating income                                         63 576           36 489      31 969    972 477
Finance costs                                             (1 437)      (135 686)
Share of results of associates                          237 821           49 522

Income (loss) before taxation                  2        299 960           (49 675)    31 969    972 477
Taxation credit (charge)                       3        (94 544)          69 285        (905)   (53 976)

Income from ordinary activities                         205 416           19 610      31 064    918 501
Outside shareholders' interest                            (1 341)         64 660

Attributable to shareholders of Wesco                   204 075           84 270      31 064    918 501

Earnings in cents per share:                   4
Basic earnings                                            2 417               998
Headline earnings (loss)                                  2 417             (1 088)

Balance sheets
as at 31 March

                                                             Group                   Company
                                                     2004            2003        2004          2003
                                         Notes       R000            R000        R000          R000


Non-current assets                               1 099 133      771 929        477 494      515 501

Investment in associates                    6    1 095 271      768 161        157 424        7 424
Interest in subsidiaries                    7                                  320 070      508 077
Property, plant and equipment               8       3 862            3 768

Current assets                                    307 241       450 120         27 662           95

Accounts receivable                        10       2 461            3 061         99            95
Accrued dividends                                  27 563                       27 563
Available for sale investments             11      90 937
Cash and cash equivalents                  12     186 280       447 059

Total assets                                     1 406 374     1 222 049       505 156      515 596

Equity and liabilities
Capital and reserves                             1 395 928     1 186 120       503 956      491 464

Share capital                              13      11 752        11 752         11 752       11 752
Non-distributable reserves                 14     886 005       709 916            20            20
Retained earnings                                 498 171       464 452        492 184      479 692

Outside shareholders' interest                      6 780            5 757

Total shareholders' funds                        1 402 708     1 191 877       503 956      491 464
Non-current liabilities
Deferred taxation                           9         232
Current liabilities                                 3 434        30 172          1 200       24 132

Trade and other payables                            1 444             665        1 200          245
Taxation liability                                  1 990            5 620
Provisions for liabilities and charges     15                    23 887                      23 887

Total equity and liabilities                     1 406 374     1 222 049       505 156      515 596

                                                                       ANNUAL REPORT 2004        23
Statements of changes in equity
for the 12 months ended 31 March 2004 and 15 months ended 31 March 2003

                                                            Share          Non-     Retained         Total
                                                           capital distributable    earnings
                                                Notes       R000           R000         R000         R000

Balance at 31 December 2001                                11 752       359 160     1 188 561    1 559 473
Unrealised gains on investments                                           25 677                    25 677
Dilution of interest in associate                                         (1 450)                   (1 450)
Deregistration of a subsidiary company                                        (5)                       (5)
Share of movement in associate's reserves                                   (662)                     (662)
Transfers                                          14                   327 196      (327 196)
Net income for the 15-month period                                                    84 270        84 270
Dividends and cash payments                            5                             (481 183)    (481 183)

Balance at 31 March 2003                                   11 752       709 916      464 452     1 186 120
Share of movement in associates' reserves:
Adjustment to opening reserves following an
associate's adoption of AC133 Financial Instruments:
Recognition and Measurement during the
current year                                                              25 425                    25 425
Current year movement                                                     (1 120)                   (1 120)
Transfers                                          14                   151 784      (151 784)
Net income for the year                                                              204 075       204 075
Dividends                                              5                              (18 572)     (18 572)

Balance at 31 March 2004                                   11 752      886 005       498 171     1 395 928

Balance at 31 December 2001                                11 752             20      42 374        54 146
Net income for the 15-month period                                                   918 501       918 501
Dividends and cash payments                            5                             (481 183)    (481 183)

Balance at 31 March 2003                                   11 752             20     479 692       491 464
Net income for the year                                                               31 064        31 064
Dividends                                              5                              (18 572)     (18 572)

Balance at 31 March 2004                                   11 752            20      492 184      503 956

Cash flow statements
for the 12 months ended 31 March 2004 and 15 months ended 31 March 2003

                                                                         Group                      Company
                                                                2004              2003         2004        2003
                                                  Notes         R000              R000         R000        R000

Cash flows from operating activities
Operating income (loss) before taxation                      299 960         (49 675)        31 969     972 477
Adjustments for items not involving cash flows:
Net loss of a subsidiary company up to
date of disposal                                      16.2                  305 768
Depreciation                                                     100                73
Profit on disposal of interest in a
subsidiary company                                    16.2                  (174 766)                   (962 486)
Loss (profit) on deregistration of
subsidiary companies                                                             (1 244)                      36
Investment income                                             (73 198)       (36 261)        (38 891)    (10 309)
Finance charges                                                 1 437            5 230
Share of results of associates                               (237 821)       (49 522)

Operating loss before working capital changes                  (9 522)            (397)       (6 922)       (282)
Working capital changes:
Decrease (increase) in accounts receivable                       600               734            (4)         (95)
Increase (decrease) in trade payables                            779                (85)        955           50
Decrease in provisions                                        (23 887)                       (23 887)

Cash generated by (utilised in) operations                    (32 030)             252       (29 858)       (327)
Interest received                                             32 280         28 040
Interest paid                                                  (1 437)           (4 818)
Dividends received                                            11 811             7 809       11 328      10 309
Dividends paid – shareholders                                 (18 572)      (481 183)        (18 572)   (481 183)
Dividends paid – outside shareholders                            (288)            (264)
Normal taxation paid                                  16.1    (12 051)            (519)
Secondary taxation on companies paid                             (905)       (53 976)           (905)    (53 976)

Net cash outflow from operating activities                    (21 192)      (504 659)        (38 007)   (525 177)

Cash flows from investing activities
Acquisition of property, plant and equipment                     (194)            (747)
Investment in associate                                      (150 000)                      (150 000)
Available for sale investments acquired                       (89 393)
Proceeds on disposal of interest in a
subsidiary company                                    16.2                  989 885                     989 885
Advances by (to) a subsidiary company                                                       188 007     (464 708)

Net cash inflow (outflow) from investing activities          (239 587)      989 138          38 007     525 177

Cash flows from financing activities
Repayment of short-term borrowings                                           (44 656)

Net increase (decrease) in cash and
cash equivalents                                      16.3   (260 779)      439 823

                                                                                    ANNUAL REPORT 2004          25
Notes to the annual financial statements
for the 12 months ended 31 March 2004 and 15 months ended 31 March 2003

                                                                        Group                Company
                                                                2004            2003     2004      2003
                                                                R000            R000     R000      R000

1    Investment income and growth
     Dividends received                                        39 374       16 205      38 891   10 309

     Unlisted subsidiary companies                                                       7 609    6 925
     Listed associate                                          11 811       10 748       3 719    3 384
     Unlisted associate                                        27 563                   27 563
     Other investments                                                          5 457

     Recognised growth on other investments                                 42 432
     Fair value adjustment gain (refer note 11)                 1 544
     Interest received                                         32 280       30 713
     Profit (loss) on deregistration of subsidiary companies                 1 244                  (36)

                                                               73 198       90 594      38 891   10 273

2    Income (loss) before taxation
     Income (loss) before taxation is stated
     after charging (crediting):
     Auditors’ remuneration                                       50            1 294       5         5

     Audit fees                                                   50             925        5         5
     Prior year adjustment                                                        18
     Other services                                                              345
     Expenses                                                                      6

     Depreciation on property, plant and equipment               100       106 018

     Capitalised leased assets and assets purchased under
     suspensive sale agreements                                             10 344
     Owned assets                                                 100       95 674

     Export rebates received                                               (107 111)

     Finance costs                                              1 437      135 686

     Interest paid                                              1 437      110 722
     Finance lease charges                                                  24 964

     Managerial and technical service fees paid                             13 091

     Operating lease charges                                                16 653

     Equipment                                                                  9 160
     Immovable assets                                                           7 493

     Profit on disposal of property, plant and equipment                      (108)
     Realised foreign exchange losses                                        8 957
     Retirement benefit costs                                     181       26 510
     Staff costs                                                2 762      480 740
     Warranty provisions                                                     4 136
     Warranty and indemnity costs relating to
     former subsidiaries                                        6 423                    6 423

     The group employed nine (2003: nine)
     persons at the year-end date.

                                                                           Group                    Company
                                                                 2004              2003         2004      2003
                                                                 R000              R000         R000      R000

3   Taxation
    South African normal taxation                                8 653         (116 169)

    Current                                                      8 421            6 138
    Deferred                                                       232         (122 307)

    Secondary taxation on companies                               905            53 976          905         53 976
    Associated companies’ taxation charge (credit)             84 986            (7 092)

    Total taxation charge (credit)                             94 544           (69 285)         905         53 976

    Reconciliation of taxation rate:                                %                 %           %              %
    Standard rate                                                   30               (30)         30             30
    Increased by:
    Non-deductible expenses                                          1                2             7
    Secondary taxation on companies                                  2              109             3              6
    Decreased by:
    Exempt income                                                   (1)             (220)         (37)           (30)

    Effective rate                                                  32              (139)           3              6

    STC credits available for offset against
    future STC liabilities                                       3 445                         3 445

4   Earnings per share

    Basic earnings per share represents income in
    cents attributable to each ordinary share, based
    on the group’s net income from ordinary activities,
    divided by the weighted average number
    of shares in issue.

    Headline earnings per share represents income in
    cents attributable to each ordinary share, based on
    the group’s net income from ordinary activities
    excluding significant non-operating items, divided
    by the weighted average number of shares in issue.

    Reconciliation of the group's earnings
    and headline earnings:                                                2004                          2003
                                                                 Total        Per share         Total      Per share
                                                                 R000             cents         R000           cents

    Net income attributable to ordinary shareholders            204 075            2 417      84 270            998
    Adjustments after deducting outside shareholders' interest:
    Profit on disposal of interest in a subsidiary company                                   (174 766)        (2 070)
    Profit on disposal of property, plant and equipment                                          (108)            (1)
    Profit on disposal or deregistration of investments                                        (1 244)           (15)

    Headline earnings (loss)                                  204 075              2 417      (91 848)        (1 088)

    The weighted average number of shares in issue
    amounted to 8 441 800 (2003: 8 441 800) shares.

                                                                                     ANNUAL REPORT 2004            27
Notes to the annual financial statements continued
for the 12 months ended 31 March 2004 and 15 months ended 31 March 2003

                                                                        Group                 Company
                                                               2004             2003      2004          2003
                                                               R000             R000      R000          R000

5    Dividends and cash payments
     Dividend no. 33
     200 cents per share, declared on 14 March 2002,
     paid on 16 May 2002                                                    16 884                 16 884

     Dividend no. 34
     220 cents per share, declared on 23 June 2003,
     paid on 28 July 2003                                    18 572                      18 572

     Cash payment no. 1
     5 500 cent per share, declared on 4 November 2002,
     paid on 25 November 2002                                              464 299                464 299

                                                             18 572        481 183       18 572   481 183

     A dividend of 400 cents per share was declared on
     21 June 2004 in respect of the financial year ended
     31 March 2004. These financial statements do not
     reflect this dividend payable, which will be
     accounted for in shareholders' equity as an
     appropriation of retained income in the
     year ending 31 March 2005.

6    Investment in associates
     Metair Investments Limited                             274 685        233 252        5 189     5 189

     Shares at cost                                           9 268             9 268     5 189     5 189
     Share of post-acquisition reserves included in
     non-distributable reserves                             265 417        223 984

     In respect of current period                            41 433         23 144

     Share of reserves                                        65 184         37 814
     Share of taxation                                       (23 751)       (14 670)

     In respect of prior periods                            223 984        200 840

     Toyota South Africa (Proprietary) Limited              820 586        534 909      152 235     2 235

     Shares at cost                                         152 235          2 235      152 235     2 235
     At acquisition reserves                                501 354        501 354
     Share of post-acquisition reserves included in
     non-distributable reserves                             166 997         31 320

     In respect of current period                           135 677         31 320

     Share of reserves – current year movement              171 487             9 558
     Adjustment to opening reserves following
     adoption of AC133 Financial Instruments:
     Recognition and Measurement during year                  25 425
     Share of taxation                                       (61 235)       21 762

     In respect of prior periods                             31 320

     Total carrying value of investment in associates      1 095 271       768 161      157 424     7 424

                                                                            Group                  Company
                                                                   2004             2003       2004        2003
                                                                   R000             R000       R000        R000

6   Investment in associates (continued)

    Fair value of investments at the year-end date:
    Listed                                                      382 687        256 306       120 493       80 701
    Unlisted                                                    820 586        534 909       820 586      534 909
    Metair Investments Limited's financial year-end is
    31 December. These financial statements incorporate
    the group's share of the associate's audited results
    for the 12 months ended 31 December 2002 and
    31 December 2003.

    Summarised financial information of
    associates, in aggregate:
    Income statement information
    Turnover                                                  15 629 417     15 571 214

    Profit (loss) before taxation                                991 307       (138 798)
    Taxation credit (charge)                                    (304 241)       172 727

    Profit after taxation                                       687 066         33 929

    Balance sheet information
    Non-current assets                                         2 666 099      2 683 030
    Current assets                                             4 524 415      3 651 496

    Total assets                                               7 190 514      6 334 526

    Equity and liabilities
    Shareholders' equity                                       3 968 145      2 721 983
    Non-current liabilities                                      677 839        155 464
    Current liabilities                                        2 544 530      3 457 079

    Total equity and liabilities                               7 190 514      6 334 526

    Further details of associates are disclosed on page 35.

7   Interest in subsidiaries
    Unlisted shares at cost                                                                   45 723       45 723
    Advance to Wesco Bestuursmaatskappy
    (Proprietary) Limited, a subsidiary company                                              274 347      462 354

    Total interest in subsidiaries                                                           320 070      508 077

    Fair value of share investments at the year-end date                                     252 568      168 943
    Aggregate attributable taxed income and
    losses of subsidiaries:
    Income                                                       30 490         22 886
    Losses                                                                         317
    Details of subsidiaries are disclosed on page 35.

                                                                                     ANNUAL REPORT 2004       29
Notes to the annual financial statements continued
for the 12 months ended 31 March 2004 and 15 months ended 31 March 2003

                                                                            Group                       Company
                                                                   2004             2003            2004      2003
                                                                   R000             R000            R000      R000

8    Property, plant and equipment
     Owned assets
     At cost                                                       4 039            3 845
     Depreciation                                                   (177)             (77)

     Net book value                                                3 862            3 768

     Reconciliation of current year
     movement:                                   Land and      Plant and      Tools, jigs          Assets       Total
                                                 buildings    equipment        and dies            under

     Opening net book value                          3 519           249                                        3 768
     Additions                                                       194                                          194
     Depreciation                                                   (100)                                        (100)

     Net book value at 31 March 2004                3 519           343                                        3 862

     Opening net book value                       272 814        472 330        202 429          300 309    1 247 882
     Additions                                        505            242                                          747
     Assets sold on disposal of subsidiary
     company                                      (269 800)     (472 250)      (202 429)         (300 309) (1 244 788)
     Depreciation                                                    (73)                                         (73)

     Net book value at 31 March 2003                 3 519          249                                         3 768

     Land and buildings at 31 March 2004
     comprise Erf 828 Parktown
     (Johannesburg) Township, Registration
     Division I.R., province of Gauteng, in
     extent 5 788 m2, together with
     improvements thereon.

                                                                            Group                       Company
                                                                   2004             2003            2004      2003
                                                                   R000             R000            R000      R000

9    Deferred taxation
     Balance of asset at beginning of the period                                  61 158
     Current year movements                                         (232)        (61 158)

     Fair value adjustment gain                                     (232)
     Realised on disposal of a subsidiary company                                (61 158)

     Balance of liability at end of the period                      (232)

                                                                         Group                   Company
                                                                2004             2003        2004        2003
                                                                R000             R000        R000        R000

10 Accounts receivable
   Loans to participants in the Wesco share
   purchase scheme                                              2 163            2 351

   Executive directors:
   G J Strydom                                                  1 196            1 379
   Other employees                                                967              972
   These loans are secured by 35 000 (2003: 40 000)
   shares with a market value of R 4 655 000
   (2003: R2 800 000), purchased in terms of the
   scheme, and bear interest at a maximum rate
   equal to the South African Revenue Service's
   official rate of interest as determined from
   time to time.
   Other receivables                                             298              710          99          95
                                                                2 461            3 061         99          95

11 Available for sale investments
   Portfolio of various capital and money market
   instruments, managed in terms of a specific
   mandate, at cost                                           115 855
   Fair value adjustment gain                                   1 544
   less: Cash amounts included in cash and
   cash equivalents                                           (26 462)

                                                               90 937

12 Cash and cash equivalents
   Cash at bank and on hand                                       252           183
   Short-term bank deposits                                   186 028       446 876

                                                              186 280       447 059

13 Share capital
   9 980 000 ordinary shares of R1 each                         9 980            9 980       9 980       9 980
   Issued                                                      11 752        11 752         11 752      11 752

   8 441 800 (2003: 8 441 800) ordinary shares of R1 each       8 442            8 442       8 442       8 442
   Share premium                                                3 310            3 310       3 310       3 310
   The unissued share capital has been placed
   under the control of the directors until the
   forthcoming annual general meeting.
   A share purchase scheme exists in terms of which
   shares may, at the discretion of the Board of Directors,
   be offered for purchase to employees of the company.
   The maximum number of shares that can be reserved
   for the scheme is 5% of the issued ordinary shares in
   the capital of the company, exclusive of shares already
   issued under the scheme. The maximum number of
   shares that may be allotted to any one participant is
   50 000. A total of 190 000 shares has been issued to
   date in terms of the scheme. The balance of shares
   reserved for purposes of the scheme is 222 590
   (2003: 222 590).There is no share option arrangement
   attached to the scheme.

                                                                                   ANNUAL REPORT 2004      31
Notes to the annual financial statements continued
for the 12 months ended 31 March 2004 and 15 months ended 31 March 2003

                                                                    Group                    Company
                                                           2004              2003       2004           2003
                                                           R000              R000       R000           R000

14   Non-distributable reserves
     The year-end balance comprises:
     Portion of associated companies’ post-acquisition
     reserves                                            885 985       709 896
     Capital redemption reserve fund                         20                20         20             20

                                                         886 005       709 916            20             20

     Transfers from retained income consist of:
     Reserves at disposal of interest in a
     subsidiary company                                                271 191
     Share of associated companies' after tax income     151 784          56 005

                                                         151 784       327 196

15   Provisions for liabilities and charges
     Product warranty provisions

     Balance at beginning of the period                                   58 647
     Realised on disposal of a subsidiary company                         (58 647)

     Provision for warranties and indemnities provided
     on disposal of subsidiary companies                                  23 887                  23 887

     Balance at beginning of the period                   23 887                      23 887
     Amounts provided                                                     23 887                  23 887
     Payments                                            (23 887)                     (23 887)

                                                                          23 887                  23 887

16   Cash flow information
16.1 Normal taxation paid
     Amounts unpaid at beginning of the period            (5 620)               (1)
     Income statement charge (refer note 3)               (8 421)           (6 138)
     Amounts unpaid at end of the period                   1 990            5 620

                                                         (12 051)            (519)

                                                                     Group                  Company
                                                            2004             2003       2004        2003
                                                            R000             R000       R000        R000

16   Cash flow information (continued)

16.2 Disposal of interest in a subsidiary company
     Disposal of 12 425 997 shares in Toyota
     South Africa (Proprietary) Limited (Toyota SA).

     Proceeds                                                            994 080                994 080
     Transaction costs                                                    (4 195)                (4 195)

     Net cash proceeds for purposes of the
     cash flow statement                                                 989 885                989 885
     Net book value of assets sold                                      (791 232)                (3 512)

     Shares                                                                                        (3 512)
     Fixed assets                                                      (1 699 208)
     Other non-current assets                                            (688 179)
     Deferred tax assets                                                 (181 158)
     Current assets                                                    (2 148 584)
     Borrowings                                                           237 213
     Current liabilities                                                2 465 578
     Outside shareholder's interest                                       719 520
     Associate reserves acquired                                          503 586

     Provision for indemnities provided in terms
     of the of sale agreement                                            (23 887)               (23 887)

     Surplus on disposal                                                 174 766                962 486

     The effective date of disposal was 30 June 2002.
     Toyota SA's results are consolidated up to the
     date of disposal and equity accounted thereafter,
     and its cash flows are excluded from the
     cash flow statement.

16.3 Net movement in cash and cash equivalents
     Balance at beginning of the period                  (447 059)       384 326
     Cash balances sold on disposal of interest in a
     subsidiary company, accounted for in note 16.2                     (391 562)
     Balance at end of the period                        186 280         447 059

     Net increase (decrease)                             (260 779)       439 823

17   Commitments
     Share purchase commitment
     Commitment in terms of a shareholders'
     agreement for the purchase of additional equity
     share capital in an associate                       150 000         300 000      150 000   300 000
     The commitment will be financed from
     internal resources.

                                                                              ANNUAL REPORT 2004        33
Notes to the annual financial statements continued
for the 12 months ended 31 March 2004 and 15 months ended 31 March 2003

18 Financial instruments

     Fair value and risk

     The carrying amounts net of suitable provisions for cash and equivalents, accounts receivable, accounts payable and
     current inter-company loan balances are a reasonable estimation of the fair values because of the short maturity of
     such instruments.
     In the normal course of its operations, the group is exposed to interest rate and credit risk:
     Interest rate risk

     Working capital is managed with due cognisance of market conditions and input from the group's bankers and
     investment managers.

     Credit risk

     The group’s financial instruments do not represent a concentration of credit risk as it deals with a variety of major banks.

19 Retirement benefit information

     The policy of the group is to provide retirement benefits for its employees. The contributions paid by the group
     companies to fund obligations for the payment of retirement benefits are charged against income in the year of
     payment. Nine employees of Wesco Bestuursmaatskappy (Pty) Ltd, a subsidiary company, are members of the Toyota
     South Africa Pension Fund, such fund being a defined benefit pension fund providing retirement and other benefits
     to employees and to their dependants.
     Actuarial valuations are performed every three years, the last one having been done as at 30 June 2001. This
     valuation showed that the Fund was in a sound financial condition. The market value of the Fund’s assets was
     R1 077 million (1999: R767 million). The actuarial value placed on the assets was R983 million (1999: R694 million)
     and the liabilities amounted to R782 million (1999: R606 million), so that the Fund had a surplus of R201 million
     (1999: R88 million). The principal assumptions underlying the actuarial valuation are:
     Method:                                                 Projected unit method of valuation
     Investment return:                                      14.0% (1999: 15.0%) a year (net of tax)
     Salary inflation:                                       11.5% (1999: 12.5%) a year
                                                             Plus allowance for merit and experience increases
     Pension increases:                                      10.0% (1999: 10.5%) a year
     Mortality table:                                        PA (90) pensioners table used
     The group pays contributions to the Fund, with different rates applying to different classes of members. The actuary
     has advised that the group’s contribution rate is adequate; it will be reviewed at the next actuarial valuation as at
     30 June 2004.
     No adjustment has been made for the group's portion of the surplus due to insufficient clarity regarding ownership
     of the surplus following recently promulgated legislation.

20 Related party information

     Toyota South Africa (Proprietary) Limited, an associate, is largely dependent on Toyota Motor Corporation of Japan,
     its franchisor and controlling shareholder, for the importation, supply and distribution of vehicles and parts in
     Southern Africa, Australia and selected other African countries.
     No other significant related party relationships exist.

21 Comparatives

     Investment income and growth, previously shown separately in operating income in the income statement, is now
     disclosed as revenue. The change is considered necessary to better reflect the group's principal source of revenue
     following the disposal of part of its interest in Toyota South Africa (Proprietary) Limited during the previous financial
     period. Comparative amounts have been restated accordingly.
     The financial statements of the Wesco Share Trust have been incorporated in the group accounts. A loan due by
     the Trust is now disclosed as loans due by the participants in the Trust's share purchase scheme (refer note 10).
     Comparative amounts have been restated accordingly.
     Comparative amounts in respect of directors' remuneration have been restated in compliance with the JSE Securities
     Exchange South Africa's Listings Requirements.

Details of subsidiaries and associates
for the 12 months ended 31 March 2004 and 15 months ended 31 March 2003

                                 Nature of                                                                            Book
Unlisted subsidiaries            business                                 Share capital               Interest        value

                                 Incorporated in South Africa                                 Type      value
Authorised                       Issued

                                                                                    R000      R000           %        R000

Jati Investments                 Investment       Ordinary           R1                10                96.3        45 721
(Proprietary) Limited            company

Wesco Bestuursmaatskappy         Provides         Ordinary           R1                   4                 100
(Proprietary) Limited            management

Wesco House                      Property         Ordinary          10c                                     100              1
(Proprietary) Limited            owner
(formerly Prostart Traders 104
(Proprietary) Limited)

A E Wesley Investments           Share dealer     Ordinary           R1                   1      1          100              1
(Proprietary) Limited

                                                                                  Number of shares
Associates                       Nature of business                                 (% Interest)

                                                                          Group                          Company
                                                                 2004              2003              2004        2003
                                                                 R000              R000              R000        R000

Metair Investments               Manufacturing and           2 362 264      2 362 264           743 786           743 786
Limited                          distribution of products       (40.05)        (40.05)           (12.61)           (12.61)
                                 predominantly for the
                                 automotive industry

Toyota South Africa              Importation, assembly,     10 133 863      7 909 003         10 133 863      7 909 003
(Proprietary) Limited            manufacture and                (25.00)        (25.00)            (25.00)        (25.00)
                                 distribution of motor
                                 vehicles andmotor
                                 vehicle parts

                                                                                    ANNUAL REPORT 2004                 35
Notice of annual general meeting

Notice is hereby given that the thirty-       her remuneration as a director of        hands first before proceeding to vote
sixth annual general meeting of               the company, an additional sum           on the resolution by a poll.
shareholders of Wesco Investments             of R20 000
Limited will be held at Wesco                 per annum with effect from               The effect of the special resolution
House, 10 Anerley Road, Parktown,             1 April 2004."                           will be to amend the Articles of
Johannesburg on Wednesday, 21                                                          Association of the company so as
                                              The Articles of Association              to proceed directly to voting on a
July 2004 at 11:00 to consider and, if
                                              provide that the remuneration            resolution put to a general meeting
deemed fit, to pass, with or without
                                              payable to directors should be           on a poll, if demanded, without first
modification, the following ordinary
                                              determined from time to time by          having to vote on the resolution by
and special resolutions in the manner
required by the Companies Act, 61             the company in general meeting.          way of a show of hands.
of 1973, as amended, and subject to           Shareholders will be asked at
                                              the annual general meeting               Voting instructions
the Listings Requirements of the JSE
                                              to consider the payment of               A shareholder entitled to attend and
Securities Exchange South Africa.
                                              additional remuneration to               vote at the meeting may appoint
Ordinary business                             the chairman pursuant to                 one or more proxies to attend, speak
1. Ordinary resolution number 1               the additional responsibilities          and vote or abstain from voting in
   Adoption of financial statements           associated with her appointment          his/her stead. A proxy need not be a
   “Resolved that the consolidated            as such in a non-executive               shareholder of the company. A form
   audited annual financial                   capacity on 1 January 2004.              of proxy accompanies this notice.
   statements of the company and                                                       The form of proxy is only for the
   its subsidiaries, incorporating the    6. Special resolution number 1
                                              Amendments to articles of                use by those shareholders of Wesco
   auditors’ and directors’ reports for                                                who have not yet dematerialised
   the year ended 31 March 2004,              association
                                              "Resolved that the Articles of           their shares in Wesco or who have
   be received and adopted.”
                                              Association of the company               dematerialised their shares in Wesco
2. Ordinary resolution number 2               are hereby amended by the                and such dematerialised shares
   Confirmation of appointment of             deletion of the following words          are recorded in the electronic
   director                                   in the third and fourth lines of         sub-register of Wesco Investments
   "Resolved that the appointment             Article 13.5: "and shall, in the first   Limited in the shareholder’s own
   of Mr P R Robinson as a director           instance, be decided by a show           name (“entitled shareholders”).
   of the company with effect from            of hands.", and the insertion of,
   1 September 2003 is hereby                 firstly, a full stop after the word      If either of the above situations is
   confirmed."                                “cast” appearing immediately             not applicable to you, you must not
                                              before the commencement                  use the proxy form. In such event,
3. Ordinary resolution number 3                                                        you must notify your duly appointed
                                              of the words to be deleted as
   Re-election of director                                                             Central Securities Depository
                                              aforementioned, and, secondly,
   "Resolved that Mr A D Plummer                                                       Participant (“CSDP”) or broker, as the
                                              the insertion, after the said
   who retires in terms of the
                                              deletion, of the following               case may be, in the manner and in
   Articles of Association, and who
                                              sentence: "At a general meeting          terms of the cut-off time stipulated
   is eligible and available for re-
                                              a resolution put to the vote of          in the agreement governing your
   election, is hereby re-elected as a
                                              the meeting shall be decided             relationship with your CSDP or
   director of the company."
                                              by a show of hands unless a              broker, of your instructions as regards
4. Ordinary resolution number 4               poll is demanded." Article 13.5          voting your shares at the annual
   Re-election of director                    would then read as follows in its        general meeting.
   "Resolved that Mr G J Strydom              entirety: "Save as is otherwise
   who retires in terms of the                expressly provided by the Act            Duly completed proxy forms must
   Articles of Association, and who           or by the articles, all questions,       be received by the registrars by no
   is eligible and available for re-          matters and resolutions arising          later than 11:00 on Tuesday, 20 July
   election, is hereby re-elected as a        at or submitted to any general           2004. The attention of shareholders
   director of the company."                  meeting shall be decided by a            is directed to the additional notes
                                              majority of the votes cast. At a         contained in the form of proxy.
     Biographical details of Messrs
                                              general meeting a resolution
     Plummer, Robinson and                                                             By order of the Board
                                              put to the vote of the meeting
     Strydom are set out on page
                                              shall be decided by a show of
     2 of the annual report which                                                      FDW Peachey
                                              hands unless a poll is demanded.
     accompanies this notice.                                                          Company Secretary
                                              The chairman shall not have a
Special business                              casting vote in addition to the          Johannesburg
5. Ordinary resolution number 5               vote or votes to which he may be         21 June 2004
   Payment of additional remuneration         entitled as a member, either on a
   to the chairman                            show of hands or on a poll."             Registered office
   "Resolved that, in terms of Article    The reason for proposing this special        Wesco House
   16.4 of the company’s Articles of      resolution is to dispense with the           10 Anerley Road
   Association, the chairman of the       necessity of voting on a resolution          Parktown
   board be paid, in addition to his/     put to the meeting by a show of              Johannesburg

Form of proxy

                                         Wesco Investments Limited
                                           (Incorporated in the Republic of South Africa)
                                               (Registration number 1968/005871/06)
                                             JSE share code: WES ISIN: ZAE000007928
                                                     (“Wesco” or “the Company”)

Important note concerning this form of proxy:
This form of proxy is only for use by those shareholders of Wesco who have not yet dematerialised their shares in
Wesco or who have dematerialised their shares in Wesco and such dematerialised shares are recorded in the
electronic sub-register of Wesco in the shareholder’s own name (“entitled shareholders”).
If either of the above situations is not applicable to you, you must not use this form. In such event, you must notify your
duly appointed Central Securities Depository Participant (“CSDP”) or broker, as the case may be, in the manner and in
terms of the cut-off time stipulated in the agreement governing your relationship with your CSDP or broker of your
instructions as regards voting your shares at the annual general meeting.

Form of proxy for use by entitled shareholders in Wesco at the annual general meeting of the Company to be held at 11:00 on
Wednesday, 21 July 2004 at Wesco House, 10 Anerley Road, Parktown, Johannesburg (”annual general meeting”).

(name in full in block letters)

of (address)

being the holder/s of                                  ordinary shares in the Company, do hereby appoint:

1.                                                                                                       or failing him/her,

2.                                                                                                       or failing him/her,
3. the Chairman of the annual general meeting
as my/our proxy to attend, speak and vote on my/our behalf at the annual general meeting which will be held for the
purpose of considering and, if deemed fit, passing, with or without modification, the ordinary and special resolutions to
be proposed thereat and at any adjournment thereof, and to vote for or against the resolutions or abstain from voting,
in accordance with the following instructions:
Voting instruction:
Please indicate with an “X” in the appropriate spaces how votes are to be cast              For       Against     Abstain
Ordinary business
1. Ordinary Resolution No. 1 – Adoption of financial statements
2. Ordinary Resolution No. 2 – Confirmation of the appointment of
   Mr P R Robinson as a director
3. Ordinary Resolution No. 3 – Re-election of Mr A D Plummer as a director
4. Ordinary Resolution No. 4 – Re-election of Mr G J Strydom as a director
Special business
5. Ordinary Resolution No. 5 – Payment of additional remuneration to the chairman
6. Special Resolution No. 1 – Amendment to Articles of Association

Signed at                                                           on                                                 2004


Assisted by me (where applicable)
An entitled shareholder may appoint one or more proxies (none of whom need be a shareholder of the Company) to
attend, speak and vote or abstain from voting in place of that entitled shareholder at the annual general meeting.
Please read the notes on the reverse side hereof.

1. Each entitled shareholder may appoint one or more proxies (none of whom need be a shareholder of the Company)
   to attend, speak and vote or abstain from voting in place of that shareholder at the annual general meeting.
2. An entitled shareholder may insert the name of a proxy or the names of two alternative proxies of the shareholder’s
   choice in the blank spaces provided, with or without deleting “the Chairman of the annual general meeting” but any
   such deletion must be signed in full and not initialled by the signatory/ies. Any insertion or deletion not complying
   with the aforegoing will be deemed not to have been validly effected. The person whose name stands first on the
   form of proxy and who is present at the annual general meeting will be entitled to act as proxy to the exclusion of
   those whose names follow.
3. An entitled shareholder’s instructions to the proxy must be indicated on behalf of that shareholder in the
   appropriate spaces provided. An entitled shareholder or such shareholder’s proxy is not obliged to vote in
   respect of all of the shares held or represented by such shareholder but the total number of votes for or against
   the resolutions and in respect of which any abstention is recorded, may not exceed the total number of votes to
   which the shareholder or such shareholder’s proxy is entitled. Failure to comply with the above will be deemed to
   authorise the Chairman of the annual general meeting, if the Chairman is the authorised proxy, to vote in favour of
   all of the resolutions to be proposed at such meeting or any adjournment thereof and will be deemed to authorise
   any other proxy to vote or abstain from voting at the annual general meeting or any adjournment thereof as the
   shareholder’s proxy deems fit, in respect of all the shares concerned.
4. Completed forms of proxy must be returned to the Company’s registrars, namely, Computershare Investor Services
   2004 (Proprietary) Limited (“registrars”), Ground Floor, 70 Marshall Street, Johannesburg, 2001(PO Box 61051,
   Marshalltown 2107) to be received by not later than 11:00 on Tuesday, 20 July 2004.
5. The completion and lodging of a form of proxy will not preclude the relevant entitled shareholder who grants the
   proxy from attending the annual general meeting and speaking and voting or abstaining from voting in person
   thereat to the exclusion of any proxy appointed in terms hereof, should such shareholder wish to do so.
6. Any alteration or correction made to this form of proxy must be signed in full and not initialled by the signatory/ies.
7. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity
   must be attached to this proxy form unless previously recorded by the registrars.
8. The Chairman of the annual general meeting may reject or accept a form of proxy which is completed and/or
   received, other than in accordance with these instructions and notes, provided that he/she is satisfied as to the
   manner in which the shareholder concerned wishes to vote.
9. A minor must be assisted by his/her parents or guardian unless the relevant documents establishing his/her
   capacity are produced or have been registered by the registrars.

                                                                                  ANNUAL REPORT 2004
Additional shareholder information

Stock exchange listing
The company’s ordinary shares are listed on the JSE Securities Exchange South Africa (JSE).
JSE information as at year end:

                                                     31 March                         31 December

12 month periods ended                       2004               2003*         2001        2000          1999

Rands per share
Market price – high                         140.00          93.10            56.48        25.91        24.86

             – low                           70.00          54.00            31.03        17.07        11.79

             – year end                     133.00          70.00            55.86        26.07        24.52

Shares traded                              341 293        873 561          202 084    1 014 510     1 018 243

*Although the period from 1 January 2002 to 31 March 2003 comprised a 15 month financial year, pursuant to
 a change of year end, for ease of comparison the figures stated in this column are for the 12 months ended
 31 March 2003.

Analysis of ordinary shareholdings at 31 March 2004
Number of
shareholders     %     Spread                                           Shares held                        %

   332          71.86             1 –    1 000 shares                      115 345                       1.37

     89         19.26       1 001 –     10 000 shares                      285 785                       3.39

     32          6.93    10 001 – 100 000 shares                         1 167 917                     13.83
      6          1.30   100 001 – 1 000 000 shares                       2 040 562                     24.17
      3          0.65   more than 1 000 000 shares                       4 832 191                     57.24

   462      100.00        Total                                          8 441 800                    100.00


     1           0.22   Banks                                                2 960                      0.03
     7           1.52   Close Corporations                                  14 141                      0.17
   282          61.04   Individuals                                        430 613                      5.10
     3           0.65   Insurance Companies                              1 067 581                     12.65
     5           1.08   Investment Companies                               107 779                      1.28
    16           3.46   Mutual Funds                                       179 280                      2.12
    90          19.48   Nominees and Trusts                                503 622                      5.97
     9           1.95   Other Corporations                                   9 551                      0.11
    24           5.19   Pension Funds                                    1 338 762                     15.86
    25           5.41   Private Companies                                4 787 511                     56.71

   462      100.00        Total                                          8 441 800                    100.00

19044   b

To top