Ratification Circular to JASCO shareholders by gyvwpsjkko


If you are in any doubt as to the action you should take, please consult your accountant, attorney, banker, stockbroker or other
professional adviser immediately.

Action required
1.    If you have disposed of all your shares in Jasco Electronics Holdings Limited (“Jasco”), this circular should be handed to the
      purchaser of such shares or the stockbroker, banker or other agent through whom you disposed of such shares.

2.    The general meeting convened in terms of this circular will be held on Wednesday, 6 July 2005 at 11h00 at the Boardroom,
      Woodmead Office Park, 8 Saddle Drive, Woodmead, 2157.

Certificated shareholders and own name dematerialised shareholders
If you are the registered holder of certificated Jasco shares or you hold dematerialised Jasco shares in your own name and if you are
unable to attend the general meeting of Jasco shareholders convened in terms of this circular and wish to be represented at the
general meeting, you must complete and return the attached form of proxy in accordance with the instructions therein so as to be
received by the transfer secretaries, Ultra Registrars (Proprietary) Limited, 11 Diagonal Street, Johannesburg, 2001 (PO Box 4844,
Johannesburg, 2000) by no later than 11h00 on Tuesday, 5 July 2005.

Dematerialised shareholders
If you do not hold your dematerialised Jasco shares in your own name, you must provide your Central Securities Depository
Participant (“CSDP”) or stockbroker with your voting instructions in terms of the custody agreement entered into with your CSDP or
stockbroker. Alternatively, if you wish to attend the general meeting in person, you must request your CSDP or broker to provide you
with a letter of representation to authorise you to attend and vote your shares in terms of the custody agreement with your CSDP
or stockbroker.

(Incorporated in the Republic of South Africa)
(Registration number: 1987/003293/06)
Share code: JSC ISIN code: ZAE000003794
(“Jasco” or “the company”)

                             Ratification Circular to JASCO shareholders

     a specific authority for the company to repurchase 300 000 ordinary shares at a purchase consideration of
     650 cents per share, executed in terms of a put option.

Corporate Advisor and Sponsor
A division of Sasfin Bank Limited
(Registration number: 1951/002280/06)

Date of issue: 31 May 2005

This circular is only available in English and copies thereof may be obtained from the registered office of the company, Ultra
Registrars (Proprietary) Limited and Sasfin Corporate Finance.
Introduction and background
On 15 April 1999, Jasco entered into an agreement with Scafell Close Corporation, PR Achterberg and JA Achterberg (collectively “the
seller”) to acquire the business of Scafell cc (“the acquisition agreement”). Due to the size of the original acquisition, the transaction
was not a categorised transaction in terms of the Listings Requirements of the JSE Securities Exchange South Africa (“Listings

On 13 March 2000, an addendum to the acquisition agreement was signed by Jasco and the seller, whereby Jasco agreed to a “put
option” (“the addendum”) to repurchase 300 000 shares (“acquisition shares”), after publishing its February 2002 year end results, at
a price of R6,50 cents per share amounting in aggregate to R1 950 000.

During the 2003 financial year, the seller exercised the option and therefore Jasco repurchased the acquisition shares in accordance
with the addendum to the acquisition agreement. The shareholders were advised of the repurchase in Jasco’s 2003 Annual Report.
Shareholder approval for this repurchase was not given to the company, in terms of rule 5,69 of the Listings Requirements. The
acquisition shares were not repurchased during a closed period and they represented 0,61% of the issued ordinary share capital at
that time (or 0,43% of the current ordinary share capital).

Entering into the acquisition agreement and the addendum were both crucial to the company’s future strategy and the subsequent
performance of the Scafell acquisition in Jasco’s Security division has yielded positive results to the group’s financial position.

The purpose of this circular is to provide shareholders with information relevant to the specific repurchase and to convene a meeting
of shareholders to consider and ratify the special resolution relating to the specific repurchase contained in the notice of annual
general meeting in Jasco’s 2005 Annual Report.

Terms of the specific repurchase
In terms of the Listings Requirements the specific repurchase is subject to the fulfillment of the conditions precedent set out in the
paragraphs below.

The price represented a 300 % premium to the weighted average trading price of ordinary shares for the 5 business days ended
13 March 2000, being the date on which the addendum to the acquisition agreement was signed.

At the time of the repurchase, the seller held approximately 0,61% of the issued Jasco ordinary shares. Subsequent to the repurchase,
the seller and the associates held no ordinary shares and will not be eligible to vote on the special resolution as contained in the notice
of general meeting attached to this circular. At the signature date of the addendum, PR Achterberg was a director of the wholly owned
subsidiary of Jasco (viz. Multivid (Pty) Ltd) and therefore the seller was a related party according to Section 10 of the Listings

Salient dates and times of the specific repurchase

•     Notice of annual general meeting posted to Jasco shareholders on or about                                          Tuesday, 31 May
•     Forms of proxy for the annual general meeting to be lodged by no later than 11h00 on                                 Tuesday, 5 July
•     Annual general meeting to be held at 11h00 on                                                                    Wednesday, 6 July
•     Results of annual general meeting to be announced on SENS on                                                     Wednesday, 6 July
•     Results of annual general meeting to be published in the press on                                                  Thursday, 7 July

The above dates and times are subject to amendment. Any such amendment will be published on SENS and in the press.

Financial effects
The financial effects of the specific issue are immaterial as per the JSE Listings Requirements and therefore no financial effects are
included herein.

Funding of the specific repurchase
The repurchase was financed from internal cash resources.

Further information required in terms of the JSE Listings Requirements
Information required in terms of the JSE Listings Requirements with regard to the specific issue appears in the Jasco 2005 Annual
Report as indicated below:

•     Name and registered address of Jasco                                back cover
•     Description of Jasco business                                       pages 12 - 14
•     Prospects for Jasco                                                 pages 9,10,13 & 14
•     Directors and management of the company:                            page 7
•     Major shareholders:                                                 page 53
•     Directors’ interest in securities:                                  page 23
•     Directors remuneration:                                             page 49
•     Share capital of the company:                                       page 42
Recommendations and voting
The board has considered the terms of the specific repurchase and is of the opinion that the repurchase was of benefit to Jasco and
its shareholders, and accordingly, it recommends that shareholders vote in favour of the ratification of the relevant special resolution
proposed in the notice of the annual general meeting attached to the Jasco 2005 Annual Report.

The company has received verbal and written undertakings from shareholders holding in excess of 75% of the company’s issued share
capital to vote in favour of the relevant special resolution.

Material changes
There have been no material change in the financial or trading position of Jasco and its subsidiaries since the year end results
announcement published on 19 April 2005.

Significant contracts
Jasco has not entered into any significant contracts in the past two years, other than in the ordinary course of business. No significant
contracts exist that contain unfulfilled obligations or settlements.

Litigation statement
There are no legal or arbitration proceedings against Jasco or any of its subsidiaries (including any proceedings that are pending or
threatened) of which Jasco is aware, which may have or have had, in the 12 months preceding the date of the Jasco 2005 Annual
Report, a material effect on the consolidated financial position of Jasco and its subsidiaries.

Director’s responsibility statement
The directors of Jasco, whose names are given on page 7 of the Jasco 2005 Annual Report, accept, collectively and individually:

•     full responsibility for the accuracy of all the information given herein;

•     certify that, to the best of their knowledge and belief, no facts have been omitted which would make any statement false
      or misleading;

•     that they have made all reasonable enquiries to ascertain such facts; and

•     that the Jasco 2005 Annual Report contains all information required by law and by the Listings Requirements.

Working capital statement
The board of directors, after considering the specific repurchase, the price at which it was be effected and the further prospects of
the company and the group, is of the opinion that the working capital available is sufficient for the group’s present requirements, for
at least the next 12 months from the date of publication of the Jasco 2005 Annual Report.

The sponsor (Sasfin Corporate Finance, a division of Sasfin Bank Limited) to Jasco has provided its written consent to act in the
capacity stated and to its name being used in this section of the annual report which relates to the specific repurchase and has not
withdrawn its consent prior to the publication of this annual report.

Documents available for inspection
The following documents, or copies thereof, will be made available for inspection by shareholders of Jasco during normal business
hours at the registered office of Jasco from Tuesday, 31 May 2005 to Wednesday, 6 July 2005:

•     The memorandum and articles of association of Jasco;

•     The audited financial statements and unqualified audit report thereon of Jasco for the three years ended 28 February 2005;

•     Directors service contracts;

•     A signed copy of the Jasco 2005 Annual Report;

•     Signed acquisition agreement and relevant addendum; and

•     The letter of consent of the sponsor.
(Incorporated in the Republic of South Africa)   JASCO ELECTRONICS HOLDINGS LIMITED
(Company registration number: 1987/003293/06)
(Share code: JSC ISIN: ZAE000003794)             8 Saddle Drive
                                                 Woodmead Office Park
www.jasco.co.za                                  South Africa

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