INTEGRATED REPORT by mikeholy

VIEWS: 11 PAGES: 75

									Building relationships




     RBA Holdings Limited




  integrated report
content
CONTENT



Strategic Intent                           2

Value Statement                            2

Group At A Glance                          3

Group Organogram                           5

Chairman’s Statement                       7

Chief Executive Review                     11

Operational Review                         12

Corporate Governance Report                15

Board of Directors                         20

RBA Board Committee Meetings               22

Annual Report Shareholders Analysis        23

Annual Financial Statements                24

Independent Auditors Report                25

Directors Responsibilities and Approval    26

Declaration by Company Secretary           27

Directors Report                           28

Statement of Financial Position            29

Statement of Comprehensive Income          31

Statement of Changes in Equity             32

Statement of Cash Flows                    33

Accounting Policies                        34

Notes to the Annual Financial Statements   43

Corporate Information                      65

Notice of Annual General Meeting           66

Form of Proxy                              72




                                                1
    STraTEgiC iNTENT

    We are establishing RBA as the undisputed market leader in affordable housing by ensuring sufficient high-demand units
    and delivering consistent product quality and a superior customer experience throughout the home purchase and home
    rental process.


    3 Focus areas
    •         Traditional plot and plan to private individuals
    •         Build book of rental units
    •         Housing for newly established mines




    ValuE STaTEmENT
    integrity
    With integrity as our foundation, we strive to be a company that all stakeholders can be proud of by living the following
    values:


    Passion
    We are passionate about our brand and our product, our relationships, meeting our customer commitments and delivering
    superior shareholder value.


    excellence
    We commit to excellence in everything we do through hard work, innovation and perseverance.


    resPect
    We respect all individuals and value their contributions, ensuring that at all times we treat others equally and with dignity.


    team work
    We recognise and support each other’s efforts and are loyal and accountable to one another. We work together openly and
    honestly to satisfy our clients and achieve our common goals.




2
group
grOup aT a glaNCE

Over the past 14 years, RBA has become an acknowledged leader in supplying affordable, bank-funded homes and
quality rental units in South Africa. RBA prides itself on delivering value to its customers, whether they are end-user
individuals or corporate entities. In addition, RBA has established key stakeholder relationships with credit providers,
other developers and the communities in which it operates. These relationships have, in turn, enhanced our ability to
achieve our objectives.


Our vision is to become the leader in addressing customer needs in the segment of quality, affordable housing. Since
inception in 1997, the group has built over 7 100 homes across 50 areas in Gauteng, Limpopo and KwaZulu-Natal.
Importantly, RBA has the capacity to deliver over 2 000 homes per annum.


Our business model focuses on land acquisition, town planning, installing services, marketing, securing finance for our
clients, and constructing quality affordable homes. To diversify our revenue base, and facilitate the process of home
ownership, we continue to build a pool of affordable rental units. Most recently, we have successfully entered the market
for mine housing for leading resource companies.




rBa’s supplY Chain
                                                                                                          Construction
                                                                                                          and retention




                                                                                                Legal admin and
                                                                                              project management


                               RBA Holdings Limited
                                                                                   Procurement
                                                                                    of finance

                                                                    Select
                                                               plans and extras
                                              Credit
Procure             Marketing              assessment
serviced            and sales
 stands


RBA is registered with the National Home Builders’ Registration Council (NHBRC) and licensed by the Financial Services
Board (FSB) to provide credit life products through our subsidiary Home Loan Protection Services.


RBA listed on the JSE’s AltX exchange in September 2007.



                                                                                                                            3
    our turnkeY solution
    Our turnkey package covers the spectrum of requirements for home owners, with a fixed price that includes:
    • Procuring suitable serviced land
    • Geotechnical reports, architectural plans and engineer’s certificate
    • Credit checks and procuring bond finance
    • Council approval of home plan
    • Water and electricity connection
    • Estate agent’s commission, valuation fees
    • Transfer and bond registration fees
    • Legal administration
    • Project management
    • Labour, material procurement, construction, NHBRC enrolment
    • Final handover to home owner
    • Post-handover retention work



    rBa’s Current market
    Bonded/bank-funded R250 000 – R700 000




4
organogram
grOup OrgaNOgram




                                RBA Holdings Limited




                                        RBA
                                    Developments
                                     (JHB) 100%

                                                        Home Loan
                          Ground Base
                                                        Protection
                             100%
                                                       Services 60%


                RBA Building
                                                                      YBR Architects
                  Projects
                                                                          49%
                   82%

                                    Picture Perfect                                RBA
         RBA Homes                   203 (Pty) Ltd                             KwaZulu-Natal
           100%                          74%                                       75%


Igoli Homes                             Sunny Shore
    51%                                     105
                                           100%




                                                                                               5
        “SINCE INCEPtION,
       RBA hAS COMPlEtED
    OVER 7 100 quAlIty hOMES”




6
chairman
ChairmaN’S STaTEmENT

This is my first report to shareholders as RBA’s independent                                         of -7,4% in March 2009). However, the cumulative effect
non-executive chairman, although I have been a non-                                                  of lower interest rates and attractive real wage increases
executive director of the group since 8 August 2007.                                                 supported sustained improvements in real private
While I only assumed the chairmanship after year end, we                                             consumption expenditure during 2010 at a healthy 4,7%.
have mirrored the separation of the chairman and chief
executive’s roles in reporting to shareholders from this                                             The broader property industry is still struggling to recover
report.                                                                                              from the recession of 2008/9. Institutional economists
                                                                                                     believe the sector will only really recover when the economy
RBA’s results for the 12 months to 31 December                                                       begins to reflect strong and real job creation.
2010 underscore the group’s sustainable strategy: by
concentrating on individual clients in the fully-bonded                                              The first months of 2011 showed that residential building
affordable market, RBA has avoided the pitfalls facing                                               activity was still contracting year on year, but at a slower
competitors operating in the low-income subsidy housing                                              rate than late in 2010. Statistics SA revealed that while
market, which has stalled in recent years.                                                           new housing plans were down by almost 6% year on year
                                                                                                     in January/February 2011, plans approved in the higher-
market overview                                                                                      density segment of flats and townhouses were up by 5,5%.
The projected economic recovery in 2010 never fully                                                  By March 2011, property prices were showing positive year-
materialised. The knock-on effect of recession in major                                              on-year growth, albeit small at 1%. Confirming this shift, we
economies again manifested as widespread lacklustre                                                  began to see loan applications to banks steadily rise early
demand in the economies of their trading partners. This,                                             in the review period, with our stats indicating bond approval
in turn, affected production and caused widespread job                                               rates rising from 25% to 45% by year end.
losses.
                                                                                                     Clearly these trends will need to be sustained in coming
In South Africa, economic growth recovered somewhat,                                                 months to confirm a return to growth in the market. RBA’s
with gross domestic product (GDP) growth reaching 2,7%                                               level of activity year on year, however, seems to confirm
for 2010. In context, between 1993 and 2010, South Africa’s                                          this trend reversal with a pipeline of approximately 400
average quarterly GDP growth was almost 3,3% (swinging                                               deals already approved for 2011.
from a high of 7,6% in December 1994 to a record low




                                    RBA - Historic and forecast submissions, approvals and registrations

           180

           160

           140

           120
Quantity




           100                                                                                                                                                   SUBMISSIONS
                                                                                                                                                                 APPROVALS
            80
                                                                                                                                                                 REGISTRATIONS
            60                                                                                                                                                   Linear (SUBMISSIONS)
            40                                                                                                                                                   Linear (APPROVALS)
                                                                                                                                                                 Linear (REGISTRATIONS)
            20

             0
                 JAN   FEB   MAR   APR   MAY   JUN   JUL   AUG   SEP   OCT   NOV   DEC   JAN   FEB   MAR   APR   MAY   JUN   JUL   AUG   SEP   OCT   NOV   DEC
                  09    09    09    09    09    09    09    09    09    09    09    09    10    10    10    10    10    10    10    10    10    10    10    10

                                                                                    Month

                                                                                                                                                                                          7
    Supported by a solid track record of delivering affordable        industry BEE scorecard and will, over time, invest
    homes and our unfolding strategy of diversifying our income       appropriately in developing skills for our own needs and
    streams, we believe the RBA group managed the pressures           those of the broader industry. We have also embarked on a
    of 2010 with distinction.                                         number of initiatives to uplift skills in communities where we
                                                                      operate, including enterprise development programmes.
    group restruCturing
    Against this macro-economic background, the board of              We continue to focus on employment equity, preferential
    RBA Holdings took the strategic decision early in 2010            procurement and enterprise development as part of our
    to streamline the group into four operating companies to          longer-term goal of complying with broad-based black
    increase efficiencies. During the year, minorities in certain     economic empowerment codes.
    companies were absorbed. Effective 1 January 2011, the
    simplified group structure reflects (with the equity holding by   CommunitY development
    RBA Holdings in brackets):                                        RBA believes it is vital to establish and maintain good
    •   RBA Holdings as the holding company                           relationships with all stakeholders in the communities
    •   Land procurement is housed in Ground Base (Pty)               where we operate because we not only build houses, but
        Limited (100%)                                                relationships too.
    •   Sales activities are housed in RBA Homes (Pty)
        Limited (100%)                                                By engaging community leaders, we are able to identify
    •   Development activities vest in RBA Developments               and facilitate upliftment and development programmes
        (JHB) (Pty) Limited (100%)                                    in that community. We also give preference to local sub-
    •   Construction activities are managed by RBA Building           contractors at our sites, working closely with the relevant
        Projects (Pty) Limited (82%).                                 community leaders in those areas.


    Seasoned professionals were appointed as the chief                Protea Glen is a good example of this commitment. The local
    operating officers of RBA Developments and RBA                    community development forum (instituted by government)
    Building Projects to maximise operational output in these         comprises all community leaders. This forum focuses on
    companies.                                                        community upliftment, including skills development, training
                                                                      and education, as well as social and welfare issues. Since
    sustainaBilitY                                                    establishing our site at Protea Glen, we have built a solid
    RBA is a committed responsible corporate citizen. Although        relationship with the community development forum,
    the disclosure requirements for AltX-listed companies are         engaging regularly to ensure synergy between our activities
    considerably lower than for companies listed on the main          and the community in Protea Glen.
    board, we intend to incrementally improve disclosure on
    key aspects of our non-financial performance – particularly       environmental poliCY
    economic, human and environmental.                                In 2009, RBA’s green policy was introduced, recognising
                                                                      the direct or indirect effect of our daily business on the local,
    Our business was founded on sustainable development               regional and global environment.
    and improving the quality of life. Because home ownership
    is a primary creator of wealth, building affordable houses        We are committed to reducing any harmful effects on
    that appreciate in value because of their quality and location    the environment and promoting the understanding of
    remains a cornerstone of our clients’ personal financial          sustainability in its broadest context. We also acknowledge
    planning and long-term empowerment.                               that, as part of a greater culture of social responsibility,
                                                                      we can have a positive impact through our own office
    Equally, empowering our own people is fundamental to our          environment,      procurement,       planning,     construction
    growth and sustainability. We are committed to complying          processes and materials, product design, and staff and
    with the skills development aspects of the construction           consumer education. In short, we want to leave – as a
8
legacy – integrated and sustainable communities for the          unskilled and semi-skilled workers are employed on our
next generation.                                                 projects. Preference is also given to suitably skilled local
                                                                 sub-contractors at our sites.
This focus on environmental responsibility also aligns the
group with the requirements of King III. We fully support        The social needs of RBA’s clients such as schooling,
the assertion in King III that it is now, more than ever,        recreational needs and access to transport are taken into
necessary for companies to take responsibility and factor        account when planning new developments and preparing
in the environment as part of corporate governance.              the site developments.


health and safetY                                                In recognition of the fact that education forms an important
RBA’s health and safety committee meets at least once per        if not the most important factor to a better South Africa,
quarter. The CEO assumes direct responsibility for health        RBA is in the process of establishing an employee incentive
and safety in the group. Accordingly, he chairs committee        scheme which will include a bursary scheme for the benefit
meetings and receives direct reports from the group health       of RBA’s employees’ children, most of whom come from
and safety officer. Specific ongoing measures during the         previously disadvantaged backgrounds.
year included:
•   Training in health and safety                                In 2010, the board resolved that RBA’s black empowerment
•   Enhancing skills to reduce likelihood of accidents           status must come under scrutiny and an external consultant
•   Site audits                                                  was engaged by RBA to assist with this process.


During 2010 RBA employees and contractors worked on              RBA follows the Construction Industry Charter and has
9 different sites and accumulated a total of 830 732 man         implemented a number of initiatives in terms of the charter
hours. Only 1 lost time injury was reported in January 2010.     to improve its BEE status; for example, an enterprise
Since February 2010 and up to the end of December 2010,          development programme for two of its sub-contractors was
RBA accumulated 699 573 injury free man hours.                   implemented and a building was donated to the ASHA trust
                                                                 that supports government initiatives to improve conditions
554 employees and contractor employees received                  of day care and early childhood development services in
induction training during the year and a comprehensive set       economically challenged communities.
of standard operating procedures were implemented in all
sites.                                                           In addition, RBA continuously looks at ways of uplifting
                                                                 its employees who come from previously disadvantaged
Regular monthly safety and health audits and inspections         backgrounds.
were done on sites, contributing towards RBA being a 4/5
star and an injury free company.                                 Consumer eduCation
                                                                 RBA’s marketing initiatives are built around educating
soCial investment and Bee                                        consumers about the benefits, pitfalls and processes of
RBA recognises its broader role as a corporate citizen and       home ownership. This is particularly important to enable
has strived towards enforcing RBA’s values throughout the        informed decisions by first-time buyers, a significant
organisation for the benefit of all stakeholders (including      percentage of our client base. In addition to explaining
employees, shareholders, suppliers, banks and clients).          available options, costs and timelines, RBA elaborates on
                                                                 the consequences of home ownership.
RBA develops relationships in the communities in which it
operates ensuring that economic benefit can flow to those        Our call centre provides general information, project
communities as a consequence of their involvement in             status and assistance, trained sales teams and a detailed
RBA’s developments. In particular, by engaging community         website.
leaders, RBA is able to identify and facilitate the upliftment
and development programmes in that community and local                                                                          9
     Corporate governanCe                                               During the year, we strengthened our corporate governance
                                                                        infrastructure. These and other initiatives are detailed in the
     RBA remains committed to the principles of openness,
                                                                        corporate governance report on page 15.
     integrity and accountability. The board confirms that it
     supports the code of corporate practices and conduct set
     out in the King III report and applies most of these principles.
                                                                        thanks
                                                                        RBA has weathered a turbulent period, emerging as a more
     Areas of non-application are explained in the corporate
                                                                        streamlined but diversified group, clearly focused on its
     governance report on pages 15 - 18.
                                                                        core skills. This is in no small part due to the commitment
                                                                        and passion of its management teams, so capably led by
     In keeping with the corporate governance principles in King
                                                                        David Wentzel. On behalf of the board, I thank all who have
     III, subsequent to year end, David Wentzel stepped down as
                                                                        contributed to these commendable results.
     chairman of the board and I was appointed as independent
     non-executive chairman effective 23 March 2011. David
     continues his role as chief executive officer of RBA.


     This   restructuring   reinforces   RBA’s     commitment     to
                                                                        Leon Theron
     continually enhance its corporate governance practices as
                                                                        Chairman
     per the guidelines of King III. RBA notes that at the date of
     this report, the constitution of the board and audit committee
     do not comply with the relevant King III principals and is in
     the process of appointing suitable non-executive directors.


     RBA also adheres to the stringent guidelines of the NHBRC
     for its construction activities and those of the FSB on
     financial advisory services.




10
chief executive
ChiEf ExECuTiVE’S rEViEw

The 12 months to 31 December 2010 were again a difficult        we are still committed to investing in rental units in prime
economic and trading period for the property development        locations.
and construction industry in general, as the chairman has
noted.                                                          RBA achieved an attributable loss of R11,4 million (2009:
                                                                R30,7 million loss, 2008: R24,7 million profit) for the period.
At 31 December 2010:                                            Net asset value at 31 December 2010 was 14,47 cents
•   Approved pipeline – 394 deals                               (2009: 23,40 cents, 2008: 35,15 cents) per share.
•   Submitted sales awaiting approval – 350
•   Houses under construction – 300                             Stands held for trading consist of land available for
•   Secured stands for future sale – 10 000                     residential housing development. In accordance with
                                                                IFRS, this inventory was not revalued to market value. At
RBA recorded a 29% increase in revenue on the prior             31 December 2010 its market value, based on external
reporting period. There was a significant recovery during       valuations obtained, exceeded book value by R33 million.
the second half of 2010 primarily as our pipeline of sold       The directors believe this factor should be taken into
houses were registered and sales were maintained. In            account in assessing the real net asset value of the group,
addition, our results reflect the increasing number of home     which will then be around 25 cents per share. Equally,
loans being approved by banks as the institutional appetite     when considering RBA’s level of gearing, this additional
for credit improved in the wake of the 2009 economic            value should factored in.
crisis.
                                                                Fair value adjustments of R2.7 million relate to revaluing
finanCial performanCe                                           our long-term rental unit property portfolio to market value.
Operating results for 2010 reflect both the challenges of the
trading period and benefits of management actions to limit      In line with RBA’s growth strategy, no dividend has been
their impact. Revenue for the year rose from R84 million to     declared. This dividend policy will be reviewed annually in
almost R109 million and the headline loss per share dropped     light of RBA’s cash flow, gearing and capital requirements.
from 11,48c to 4,89c. Notably, two thirds of 2010’s revenue
was recorded in the second half of the year.                    Shortly after year end, and following shareholder approval,
                                                                the group raised R4,95 million in capital by issuing 33
Operating expenses from property development activities         million ordinary shares at 15c. This represented an
were down by 7,9% from 2009 as a result of cost-cutting         increase of 10,64% in the issued ordinary share capital of
measures. This reflects a continuation in the trend we set in   the company.
the prior year when operating costs were reduced by 8,5%
on the 2008 year. As we again recorded a loss in 2010,
albeit considerably reduced, no bonuses were paid to any
group executives or senior management.


During the year the group transferred 443 erven to clients
for occupation. In line with its strategy to diversify income
streams, RBA also built mine housing during the year. After
the success of our rental project in Protea Glen, Soweto,
                                                                                                                                  11
     operational
     OpEraTiONal rEViEw

     land                                                            During the review period, RBA entered a new market,
                                                                     completing 55 units for a mining client in the Northern Cape.
     The group has secured 5 997 stands zoned as residential
                                                                     We believe mine housing is a more predictable revenue
     1 (freehold) and 3 416 opportunities zoned as residential
                                                                     stream for the group, as secured contracts reduce our
     3 (sectional title) at various stages in the township
                                                                     dependence on bank finance. This trend is accelerating as
     establishment process.
                                                                     mining companies, especially in the Northern Cape, North

     sales                                                           West and Limpopo, build sustainable accommodation for
                                                                     their workers. Our track record of quality and delivery is an
     As at 31 December 2010, RBA had 394 approved sales
                                                                     important advantage in this competitive market.
     (2009 – 374) awaiting registration at the deeds office.
     Construction begins immediately after registration.
                                                                     human Capital
     rentals                                                         Staff turnover remains low and we are committed to ensuring
                                                                     RBA remains an employer of choice.
     At year end, our 176 sectional title units in Protea Glen,
     Soweto, were fully tenanted. While our strategy to roll out
                                                                     As at December 2010 RBA employed a total of               221
     more projects of this nature has been hampered by the lack
                                                                     employees, 71 % of whom are from previously dis-
     of long-term funding, we expect to start our next project
                                                                     advantaged backgrounds.
     during the second half of 2011.


     marketing                                                       RBA continuously strives to improve the working conditions
                                                                     and environment of its employees. During 2010, for
     In our target markets the RBA brand remains a trusted
                                                                     example, RBA introduced additional employee benefits in
     supplier of affordable homes. Marketing spend will be
                                                                     the form of life insurance . A survey was conducted amongst
     increased in 2011 as the market recovery continues. This
                                                                     all non managerial employees with a view to assessing job
     will continue to boost our sales pipeline and improve brand
                                                                     satisfaction and areas of improvement.
     awareness.


     administration                                                  In line with its policy of uplifting its employees, RBA has
                                                                     implemented a number of training initiatives to improve
     The delay between submitting a potential sale to ultimate
                                                                     the skills of its agents and construction employees. All
     approval of finance continues to improve as banks’
                                                                     employees are encouraged to improve their skills and
     willingness to lend to our clients is slowly increasing. In
                                                                     qualifications as required. Where possible, RBA focuses on
     addition, the process of registering mortgage bonds and
                                                                     growing its employees and promoting from within the group,
     transferring stands at the deeds office is currently a smooth
                                                                     rather than filling vacancies with external candidates.
     process. However, obtaining clearance certificates from
     local authorities remains a challenge for RBA and the entire
     industry. In the review period, the group transferred 443
                                                                     strategiC initiatives
                                                                     As South Africa’s housing shortage continues to grow,
     stands to clients.
                                                                     demand for RBA’s product continues to rise despite current

     produCtion                                                      market conditions. This reflects:
                                                                     •   A growing black middle class with rising disposable
     Our construction teams continue to perform well. Production
                                                                         income and a strong culture of home ownership
     levels are expected to increase over coming months as
                                                                     •   Government support for housing projects
     our approved sales are registered, aided by seamless
                                                                     •   A broader spectrum of end-user financial solutions, linked
     processes for plan approvals, council connections and
                                                                         products and development capital/loans
     NHBRC enrolments.
                                                                     •   Relaxation of lending criteria by banks.
12
To capitalise on this potential, RBA is focusing on the
                                                                     appreCiation
following strategy to diversify operations and reduce risk:
                                                                     We recognise the value of our management teams and
•   Increased focus on rental stock – expanding our rental
                                                                     staff and I thank them for their loyalty and work ethic
    portfolio to enhance flexibility. This strategic initiative is
                                                                     during a difficult two years. I also thank our directors,
    progressing as planned. Apart from adding annuity
                                                                     bankers, suppliers, business partners, advisors, clients and
    income, the capital appreciation on these units has
                                                                     shareholders for their support and faith in the group.
    smoothed the earnings volatility associated with the
    housing market cycle. In addition, introducing rental
                                                                     prospeCts
    units gives RBA access to a future client base that may
                                                                     The second half of 2010 reflected a significantly improved
    qualify for home loans.
                                                                     performance and this trend has continued into 2011.
•   Higher-density housing developments – RBA’s strategy
    of introducing higher-density developments is bearing
                                                                     Indications are that banks’ appetite for lending in the
    fruit; by reducing the land cost per unit, we are able to
                                                                     residential property sector will continue to improve. Along
    offer a lower-cost product to potential clients.
                                                                     with an improvement in our clients’ disposable income
•   Ensure sufficient land availability – RBA owns tracts of
                                                                     levels, this has supported a continued rise in monthly
    land available for residential housing development.
                                                                     sales.
    These are within urban edges to maintain our land
    pipeline.
                                                                     Although operations have been streamlined and costs
                                                                     reduced, the group has retained its sales, administration
a leader in affordaBle housing                                       and production capacity through this difficult period. As
The lower end of the housing sector is divided into three
                                                                     a result, RBA is well positioned to take full advantage of
segments:
                                                                     increased demand in the affordable housing market.

Housing sector                          Average cost
                                        (stand and house)            Equally, economic events of the past three years have
Low-cost (government’s RDP houses) Up to R100 000                    reduced competition in the property development sector
State-subsidised/credit linked          R100 000 - R250 000          and RBA is well placed to capitalise on an improving
Fully-bonded/bank-funded                R250 000 - R700 000          market.


The housing shortfall in South Africa, estimated at well over        The cash flow position of the group will remain under
2 million homes, has been exacerbated by the slow roll out           pressure but will improve as our pipeline of approved sales
in the past 18 months. Some 600 000 of these units fall in           is unwound.
our affordable housing segment, where demand is expected
to remain robust in the long term. Lower interest rates and          We believe the medium to long-term prospects for the
more relaxed bank-lending criteria have translated into              group remain positive due to the following factors:
improved affordability and therefore sales in recent months.
This trend is expected to accelerate as market conditions            •   The historical shortage of housing in South Africa
return to more normal levels in due course.                              remains a problem
                                                                     •   The group has the production capacity to meet forecast
RBA continues to target the fast-growing emerging middle-                demand
class consumer market, specifically the black middle-                •   Government interventions to create employment will
class segment. Despite the impact of the financial crisis,               result in a larger client base that can be accessed
South Africa’s black middle-class continues to grow, and             •   Providing home loans to RBA’s segment of the residential
is currently estimated at over three million adults. In this             housing market is still a focal point for major commercial
market of predominantly first-time homeowners, the                       banks.
preference is for homes in suburban metropolitan areas.
                                                                                                                                      13
     RBA has secured strategically placed pockets of land in
     Gauteng, Limpopo (primarily in the Polokwane region)
     and KwaZulu-Natal which, together with the factors above,
     support our growth strategy. Within five years, we expect at
     least half of RBA’s revenue to come from mining housing
     and rental units, reducing our dependence on constructing
     bonded homes.




     David Wentzel
     Chief executive officer




14
sustainability
COrpOraTE gOVErNaNCE

the Board                                                           Board proCesses
Prior to 31 March 2010, the board comprised eight directors,        All directors are required to disclose their interest in other
two of whom are independent non-executive directors.                companies. Disclosure includes their (and their direct
In line with simplifying its structures and to ensure the           family’s) shareholding, membership, directorship and details
enhanced efficiency and effectiveness of the board, the             of remuneration and/or dividends in the other company, as
number of executive directors on the board was reduced              well as interests in material contracts where there may
from six to three effective 31 March 2010.                          be a conflict with the interests of RBA. Accordingly, RBA
                                                                    has a clear disclosure of interest policy which is regularly
During 2010, the board was chaired by the chief executive           reinforced.
officer (CEO). In terms of AltX listing requirements, the
chairman’s role need not be filled by an independent                The performance of the board and individual members
non-executive director. However, and in line with the               is evaluated annually and areas of improvement are
recommendations of King III, the board recognises the               identified.
value an independent chairman can bring to deliberations.
Accordingly, on 23 March 2011, the CEO stepped down as              RBA has a share-trading policy requiring all directors and
chairman and Leon Theron was appointed as the board’s               senior management to obtain the permission of the CEO
independent non-executive chairman.                                 or financial director before trading in their shares. Similarly,
                                                                    the chairman requires the permission of the board or any
The executive directors assist the CEO in making and                other designated director.
implementing daily strategic and operational decisions,
drawing on their individual expertise in the areas for              CompanY seCretarY
which they are ultimately responsible. The non-executive            The company secretary keeps records of attendance
directors contribute a wide range of skills, expertise and          registers, minutes, directors’ interests in contracts and all
experience to the board’s decision-making process and are           notices. She is also responsible for statutory returns, records
not involved in the daily operations of the company.                and lodgements as well as the induction of new directors.
                                                                    She acts as an advisor to the board and notifies directors
A policy is in place providing for the clear division of            of any relevant statutory or regulatory developments in
responsibilities at board level to ensure a balance of power        corporate governance.
and authority. The board and its committees are evaluated
annually.                                                           A key role of the company secretary is to support the board
                                                                    and to ensure procedures and structures are in place to
All directors have completed the AltX directors’ induction          achieve maximum board effectiveness.
programme presented through the Wits Business School
and endorsed by the Institute of Directors.                         audit Committee
                                                                    This committee comprises two independent non-executive
The board meets quarterly with ad hoc meetings convened             directors. RBA’s designated adviser and financial director
when necessary. Details of directors’ attendance at board           also attend meetings. During 2010, the committee met five
and committee meetings are set out on page 22. The                  times.
agenda of the board will in future be guided by King III            The committee is mandated to monitor and review:
principles.                                                         • the effectiveness of information systems and other
                                                                        systems of internal control
The board, assisted by the nominations committee, is in the         • reports of the external auditors
process of sourcing additional independent non-executive            • the annual report and annual financial statements
directors to bring the ratio of executive and non-executive         • the accounting policies of the company and any
directors in line with King III and to bring additional expertise       proposed revisions
to the board and its committees.                                    • external audit findings, reports and fees, and approve
                                                                        these

                                                                                                                                       15
     •   compliance with applicable legislation and requirements of       officer. Specific ongoing measures during the year included:
         regulatory authorities.                                          • Training in health and safety
                                                                          • Enhancing skills to reduce likelihood of accidents
     The committee is also responsible for ensuring that non-audit        • Site audits
     services are not obtained from the external auditors where
     this could impair audit independence and for developing and          internal audit
     implementing the internal audit function.                            RBA notes the King III principles on the internal audit function
                                                                          and the audit committee has committed to ensuring this
     The external auditors have unrestricted access to the audit          function is in place by the end of 2011.
     committee and its chairman to ensure that their independence
     is not impaired.                                                     Currently, RBA performs ad hoc assessments on its
                                                                          construction sites to ensure operating procedures are being
     In accordance with the JSE listings requirements, the                implemented, appropriate measures are in place to mitigate
     committee has satisfied itself on the appropriateness and            against theft and that the highest quality is being maintained
     competence of the financial director.                                at all times.

     risk Committee                                                       Code of ethiCs
     The risk committee is governed by an approved charter and            RBA adheres to a code of ethics governing the behaviour of
     chaired by an independent non-executive director. A risk             its people at all levels.
     management framework has been adopted and a number of
     key initiatives implemented to identify risks in the organisation,   It is RBA’s policy that its employees and board members
     assess these in terms of impact and likelihood, and implement        uphold the highest standards of ethical and professional
     plans for development and execution by various sub-                  behaviour and to this end:
     committees in the organisation. A risk report appears on page        • Holds paramount the safety, health and welfare of the
     17.                                                                       public in the performance of professional duties
                                                                          • Act in such a manner as to uphold and enhance personal
     nominations Committee                                                     and professional honour, integrity and dignity
     RBA has a policy detailing procedures for appointments to            • Accepts the duty to remain up to date on emerging issues
     the board. This policy requires all appointments to be formal             and to conduct itself with competence, fairness, impartiality,
     and transparent, being a matter for the board as a whole,                 efficiency and effectiveness
     assisted where appropriate by a nominations committee. In            • Respects the structure and responsibilities of the board of
     line with this policy, the board considers the skills, knowledge          directors, provides them with facts and advice and
     and experience of the candidate as well as other attributes               upholds and implements the policies adopted by the board
     necessary to fulfil the role of director on the board.                    of directors
                                                                          • Strives for personal and professional excellence and
     remuneration Committee                                                    encourages the professional
     RBA has adopted the PE Corporate Remuneration Survey                 • RBA is aware of its obligation to establish a social and
     methodology of remunerating executive directors and senior                ethics committee before May 2012
     management. The survey uses a scientific approach to
     benchmarking executive remuneration, taking into account             CommuniCation
     individual directors’ levels of decision making consequence of       RBA has a policy of open and transparent communication with
     error and the size of the specific company.                          its shareholders and other stakeholders. Senior executives
                                                                          meet regularly with institutional shareholders, investment
     This method of remunerating RBA’s executive directors                analysts and other stakeholders. Independent non-executive
     has been approved by the remuneration committee, which               directors have full access to information on the business as
     is chaired by an independent non-executive director. The             required.
     remuneration report appears on page 18.
                                                                          RBA also ensures regular communication is maintained with all
     health and safetY Committee                                          role players in the industry in which it operates, such as credit
     RBA’s health and safety committee meets at least once per            providers, to ensure it remains up to date on all developments
     quarter. The CEO assumes direct responsibility for health and        that may affect its business.
     safety in the group. Accordingly, he chairs committee meetings
16   and receives direct reports from the group health and safety
going ConCern                                                     •   Applies a structured risk management programme to
                                                                      minimise reasonably foreseeable disruption to
The board has considered and recorded the facts and
                                                                      operations, harm to people and damage to the
assumptions on which it relies to conclude that RBA will
                                                                      environment and property.
remain a going concern in the financial year ahead.
                                                                  • Identifies and takes advantage of opportunities and
risk report                                                           minimises adverse effects.
                                                                  • Trains all employees to implement risk management
RBA’s attitude to risk is that a risk-aware culture should be
                                                                      effectively.
fully embedded in its decision-making processes, ensuring
                                                                  • Strives to continually improve risk management
an enhanced and informed operational and strategic focus
                                                                      practices.
in achieving its stated objectives and priorities.
                                                                  • Ensures the main risks representing opportunities or
                                                                      hazards to meeting RBA’s objectives are explicitly
RBA acknowledges that adopting a strategic and formal
                                                                      identified and assessed.
approach to risk management will improve decision-
                                                                  • Ensures that risks are prioritised and attention is
making, enhance outcomes and accountability.
                                                                      focused on those priorities.
                                                                  • Identifies and implements a control system to cover the
In applying its policy on managing risk, RBA:
                                                                      risks.
• Ensures risk management is an integral part of all
                                                                  In 2010, the risk reporting structure was aligned to the new
    decision-making processes.
                                                                  consolidated group structure as follows:


                                                rBa risk reporting struCture

  1   Overview of risk
  2   Ensure Risk comm properly mandated                          Board

  1. Periodic review of framework
  2. Review and discussion of CRO report                    Risk Committee
  3. Periodic review of Risk strategy and
     approach the group
                                                                Chief Risk
                                                                 Officer

                                                                                    memBers
                                                                                                         RBA Homes
                                                           CRO Risk forum
                                                                                                         Risk officer
CRO to consolidate
views/ actions into CRO
                                   Groundbase                                                          Sub Committee
report for presentation to
Risk comm
                                                                RBA Building Projects        RBA Developments
                                  Sub Committee                                                 Risk officer
                                                                    Risk officer


                                                                  Sub Committee               Sub Committee

                                     MAN Co’s


                              •    All risks to be communicated at the monthly manco meetings of all major subsidiaries.
                              •    Action plans to be discussed in respect of all risks except those that are totally irrelevant
                                   to subsidiary convened.                                                                         17
                              •    Risk officers to present Manco decision/views at Risk forum.
     The sub-committees meet at least once a month to identify             management is benchmarked against the PE Corporate
     organisational risks with reference to both the impact and            Survey.
     likelihood of that particular risk. Key risks and risks that are
     common to more than one operating entity are elevated to the          The remuneration committee is satisfied that the remuneration
     risk forum. The chief risk officer reports to the risk committee      of directors and senior management is aligned to the
     which, in turn, provides feedback to the board. The board             performance of the group and industry norms.
     assumes ultimate responsibility for the governance of risk in
     the group.                                                            In addition, the RBA Holdings Share Incentive Scheme (the
                                                                           scheme) was approved at a general meeting of the company’s
     A hotline has been implemented to which anonymous calls               shareholders on 15 December 2010. The purpose of the
     can be made by any person who suspects an RBA employee                scheme is primarily to serve as an incentive for management.
     or contractor to be guilty of dishonest or irregular conduct to       The board advises the trustees from time to time which
     address the risk of dishonest and corrupt conduct occurring           employees are eligible to be offered shares or granted
     within RBA.                                                           options.

     Key risks identified during the 2010 financial year include           The maximum number of shares that may be purchased by
     those impacting on sales and the group’s cash flow, local             means of loans and/or over which options may be granted is
     authority inefficiencies, end-user financing and market risk.         50 million. No single employee will be entitled to purchase or
     Part of RBA’s risk strategy is to identify opportunities and the      be granted options of more than 5 million shares.
     risk of failing to capitalise on those opportunities.
                                                                           In terms of this scheme, the remaining executive directors
     RBA has taken a significant step to mitigate the impact of            were offered the following share options on 15 December
     industry risks largely outside its control by expanding its           2010:
     business model to include providing institutional housing             • David Wentzel           – 1 034 410
     solutions for large corporate entities, particularly in the mining    • Bernard Stegmann        – 715 088
     industry, and developing a rental stock portfolio. These              • Jason Mortimer          – 715 088
     initiatives are in addition to its key business of selling building
     packages to end users.                                                No other forms of remuneration, incentives or bonuses were
                                                                           paid to directors for the 2010 year.
     To address risks associated with the impact of new and far-
     reaching legislation, legal advice has been sought on the             For the 2010 year, non executive directors were remunerated
     implications of the Consumer Protection Act on RBA’s business.        on the following basis:
     Changes have been implemented to ensure compliance with               • R8 000 per attendance at a formal meeting;
     this act. Appropriate steps have also been taken to ensure            • R10 000 per attendance at a formal meeting where the
     RBA is geared to comply with the new Companies Act effective              non-executive director assumed the position of
     1 May 2011.                                                               chairperson;
                                                                           • The fee payable for attendance at ad hoc meetings was
     iCt Committee                                                             calculated as follows:
     The Information, Communication and Technology (“ICT”)                     - Less than 2 hours in duration - 50 % of the normal fee
     Committee was established to ensure that the importance                   - Between 2 and 3 hours - 75% of the normal fee and;
     of information, communication and technology within RBA                   - More than three hours - 100% of the normal fee.
     is elevated to the appropriate level and that a coherent,
     unified approach to data capture, processing, storage and             The term ‘formal meeting’ refers to board meetings and
     distribution of information is implemented and maintained.            meetings of the various committees, of which the non-
     The ICT committee is responsible for the formulation and              executive is a member, that report to the board.
     continued development of a strategy for information and
     communications technology in furtherance of RBA’s aims and            areas of non appliCation king iii
     objectives. The ICT committee reports to the Risk committee.          As at the date of this report, areas of non application by RBA
                                                                           include the composition of the board in respect of the ratio
     remuneration report                                                   of non-executive directors to the executive directors, number
     Directors’ emoluments for the 2010 year appear on page 60             of members of the audit committee and the introduction of
     of this report.                                                       risk based internal audit function. Areas of non-application are
                                                                           being addressed.
18   The basic monthly remuneration of directors and senior
“14 yEARS OF BuIlDING
    RElAtIONShIPS”




                        19
     directors
     BOarD Of DirECTOrS

     leon theron (63) BSc Eng (electrical), BCom, MBL
     Chairman, independent non-exeCutive direCtor
     Leon is an accredited executive associate of the Institute for Independent Business,
     providing business support to owners of small and medium enterprises. This includes
     strategic leadership for the business, sales and marketing capability, creating and
     developing management teams, and black economic empowerment (BEE) policies.
     Leon was managing director of Supported Software (Pty) Ltd, initially a division of
     Persetel, one of the largest IT companies in South Africa at that time. He was a
     director of Datacentrix Ltd and managing director of the infrastructure optimisation
     division that sold software solutions to corporate users throughout South Africa. As
     sales and marketing director of Motswedi JMR (Pty) Ltd, he was instrumental in
     transforming the business into a BEE company.




     david Wentzel (39) BEng Met (extractive)
     Chief exeCutive offiCer
     After completing his tertiary studies on an Anglo American bursary, David worked
     at Anglo Gold Limited’s East Rand Gold and Uranium Plant as a senior plant
     metallurgist. He founded RBA in 1997. Since then, he has developed extensive
     experience in all facets of the affordable housing market.




     Jason mortimer (34) BCom (hons), CA(SA)
     finanCial direCtor
     Jason completed his articles at Ernst & Young, spending six years with that group
     on various audit and assurance assignments, locally and internationally. He joined
     RBA Holdings in 2005, bringing a wealth of financial expertise to the group.




     Bernard stegmann (40)
     land proCurement direCtor
     While studying towards a degree in construction management, Bernard worked
     as a project manager for a housing developer, and later started his own affordable
     housing project management business. In 1997 he co-founded RBA, facilitating its
     first merger three years later. Drawing on his extensive industry experience, Bernard
     is responsible for the group’s land procurement and land availability agreements
     with land developers, as well as all negotiations with financial institutions on end-

20   user finance.
lehlohonolo tondi (46) BProc
independent non-exeCutive direCtor
Andy started his career as a property administrator with Old Mutual Limited, later
serving as a property investment analyst. He was also group manager property
investment at Airports Company of South Africa Limited. He has served as
managing director for the South African Post Office properties, and executive
director for Kagiso Property Holdings. He has served on the committee of the SA
Institute of Black Property Practitioners and as chairman of the property sector
transformation charter committee.




kirsten linstrom (36) BA, LLB, LLM
CompanY seCretarY
Kirsten was admitted as an attorney in 2002, and later appointed a director of
Perrott van Niekerk Woodhouse and Matjolo. In 2006, she joined Werksmans and
practiced as an attorney until April 2008 when she joined RBA to fulfil the role of
company secretary and in-house legal counsel.




NOTE: Richard Eksteen, Daniel Esterhuyse and George Warren resigned as
Executive Directors effective 1 March 2010. Subsequent to the financial year end,
Lehlohonolo Tondi resigned as independent non-executive director effective 26
May 2011.




                                                                                      21
     meetings
     BOarD COmmiTEE mEETiNgS

      Board attendanCe
                                         19-Mar-10             27-May-10                   15-Sep-10             25-Nov-10
      David Wentzel #                        √                        √                        √                     √
      Bernard Stegmann                       √                        √                        √                     √
      Jason Mortimer                         √                        √                        √                     √
      George Warren                          √                   resigned                  resigned               resigned
      Daniel Esterhuyse                      √                   resigned                  resigned               resigned
      Richard Eksteen                        √                   resigned                  resigned               resigned
      Leon Theron *                          √                        √                        √                     √
      Andy Tondi *                           √                        √                        √                     √

     * non-executive independant directors
     # chairman




      audit Committee attendanCe
                                19-Mar-10            27-May-10              4-Aug-10               15-Sep-10       25-Nov-10
      Leon Theron #                  √                     √                   √                       √                 √
      Andy Tondi                     √                     √                   √                       √                 √
     # chairman




      risk Committee attendanCe
                                                 26-May-10                     15-Sep-10                       25-Nov-10
      Leon Theron #                                    √                               √                             √
      David Wentzel                                    √                               √                             √
     # chairman




      nominations Committee attendanCe
                                                               25-Oct-10
      Andy Tondi #                                                √
      Leon Theron                                                 √

     # chairman




22
shareholder
SharEhOlDEr aNalySiS TaBlES

Register date: 31 December 2010
Issued Share Capital: 316,600,000 shares


 shareholder spread                                                no. of        %         no. of        %
                                                                shareholders               shares
 1 - 1,000 shares                                                    50         5.75       35,799       0.01
 1,001 - 10,000 shares                                               341        39.20     1,995,871     0.63
 10,001 - 100, 000 shares                                            350        40.23    13,026,875     4.11
 100, 001 - 1, 000 000 shares                                        109        12.53    30,544,676     9.65
1, 000 001 shares and over                                           20         2.30     270,996,779    85.60
Total                                                                870        100     316,600,000     100



 distriBution of shareholders                                      no. of        %         no. of        %
                                                                shareholders               shares
 Close Corporations                                                  20         2.30      8,248,474     2.61
 Individuals                                                         769        88.39     43,851,615    13.85
 Investment Companies                                                 1         0.11      1,200,000     0.38
 Mutual Funds                                                         2         0.23      3,858,598     1.22
 Nominees and Trusts                                                 51         5.86     247,519,354    78.18
 Other Corporations                                                   8         0.92       521,465      0.16
 Private Companies                                                   17         1.95      8,390,494     2.65
 Public Companies                                                     1         0.11        10,000      0.00
 Share Trust                                                          1         0.11      3,000,000     0.95
 Total                                                               870         100     316,600,000     100



 puBliC / non - puBliC shareholders                                 no. of       %         no. of        %
                                                                shareholdings              shares
 Non - Public Shareholders                                            8          0.92    181,595,332    57.36
 Directors                                                            6          0.69    173,595,332    54.83
 Share Trust                                                          1          0.11     3,000,000      0.95
 Associates of the Company                                            1          0.11     5,000,000      1.58
 Public Shareholders                                                 862        99.08    135,004,668    42.64
 Total                                                               870         100     316,600,000     100



 BenefiCial shareholders holding of 3% or more                                          no. of shares    %
 Johed Trust - David Wentzel Trustee and Beneficiary                                      88,240,688    27.87
 Bas Share - Bernard Stegmann Trustee and Beneficiary                                     72,550,262    22.92
 DFE Share Trust - Daniel Esterhuyse Trustee and Beneficiary                              31,320,000    9.89
 Brandic Family Trust - Ricky Eksteen Trustee and Beneficiary                             27,696,381    8.75
 GSW Share Trust - George Warren Trustee and Beneficiary                                  11,695,882    3.69
 JTM Share Trust - Jason Mortimer Trustee and Beneficiary                                 11,595,882    3.66    23
     index
     aNNual fiNaNCial STaTEmENTS fOr ThE yEar ENDED 2010

     index
     the reports and statements set out BeloW Comprise the annual finanCial statements
     presented to the shareholders:



     Index Page                                                                  24


     Independent Auditor’s Report                                                25


     Directors’ Responsibilities and Approval                                    26


     Declaration by the Company Secretary                                        27


     Directors’ Report                                                           28


     Statement of Financial Position                                             29 - 32


     Statement of Comprehensive Income                                           31


     Statement of Changes in Equity                                              32


     Statement of Cash Flows                                                     33


     Accounting Policies                                                         34 - 42


     Notes to the Annual Financial Statements                                    43 - 65




24
auditors
iNDEpENDENT auDiTOrS’ rEpOrT

to the shareholders of rBa                                      assessments, the auditor considers internal control relevant

holdings limited                                                to the entity’s preparation and fair presentation of the annual
                                                                financial statements in order to design audit procedures
We have audited the annual financial statements of RBA
                                                                that are appropriate in the circumstances, but not for the
Holdings Limited, which comprise the statement of financial
                                                                purpose of expressing an opinion on the effectiveness
position as at 31 December 2010, and the statement of
                                                                of the entity’s internal control. An audit also includes
comprehensive income, statement of changes in equity
                                                                evaluating the appropriateness of accounting policies used
and statement of cash flows for the year then ended, and
                                                                and the reasonableness of accounting estimates made by
a summary of significant accounting policies and other
                                                                management, as well as evaluating the overall presentation
explanatory notes, and the directors’ report, as set out on
                                                                of the annual financial statements. We believe that the audit
pages 28 to 66.
                                                                evidence we have obtained is sufficient and appropriate to

direCtors’ responsiBilitY                                       provide a basis for our audit opinion.

for the annual finanCial
statements                                                      opinion
                                                                In our opinion, the annual financial statements present
The company’s directors are responsible for the preparation
                                                                fairly, in all material respects, the financial position of
and fair presentation of these annual financial statements in
                                                                RBA Holdings Limited as at 31 December 2010, and its
accordance with International Financial Reporting Standards
                                                                financial performance and its cash flows for the year then
(IFRS), and in the manner required by the Companies Act of
                                                                ended in accordance with International Financial Reporting
South Africa, 1973. This responsibility includes: designing,
                                                                Standards, and in the manner required by the Companies
implementing and maintaining internal control relevant to
                                                                Act of South Africa, 1973.
the preparation and fair presentation of annual financial
statements that are free from material misstatement, whether
due to fraud or error; selecting and applying appropriate
accounting policies; and making accounting estimates that
are reasonable in the circumstances.


auditors’ responsiBilitY
Our responsibility is to express an opinion on these annual
financial statements based on our audit. We conducted
our audit in accordance with International Standards on
                                                                LOGISTA
Auditing. Those standards require that we comply with
                                                                Chartered Accountants (S.A.)
ethical requirements and plan and perform the audit to
                                                                Registered Auditors
obtain reasonable assurance whether the annual financial
                                                                Per: GT Wessels
statements are free from material misstatement. An audit
                                                                31 March 2011
involves performing procedures to obtain audit evidence
about the amounts and disclosures in the annual financial
statements. The procedures selected depend on the
auditors’ judgement, including the assessment of the risks
of material misstatement of the annual financial statements,
whether due to fraud or error. In making those risk
                                                                                                                                  25
     directors
     DirECTOrS’ rESpONSiBiliTiES aND apprOVal

     The directors are required in terms of the Companies Act             financial records may be relied on for the preparation of
     of South Africa, 1973 to maintain adequate accounting                the annual financial statements. However, any system of
     records and are responsible for the content and integrity            internal financial control can provide only reasonable, and
     of the annual financial statements and related financial             not absolute, assurance against material misstatement or
     information included in this report. It is their responsibility      loss.
     to ensure that the annual financial statements fairly present
     the state of affairs of the group as at the end of the financial     The directors have reviewed the group’s cash flow forecast
     year and the results of its operations and cash flows for the        for the year to 31 December 2011 and, in the light of this
     period then ended, in conformity with International Financial        review and the current financial position, they are satisfied
     Reporting Standards (IFRS). The external auditors are                that the group has or has access to adequate resources
     engaged to express an independent opinion on the annual              to continue in operational existence for the foreseeable
     financial statements.                                                future.


     The annual financial statements are prepared in accordance           The external auditors are responsible for independently
     with International Financial Reporting Standards (IFRS) and          reviewing and reporting on the group’s annual financial
     are based upon appropriate accounting policies consistently          statements. The annual financial statements have been
     applied and supported by reasonable and prudent judgments            examined by the group’s external auditors and their report
     and estimates.                                                       is presented on page 27.


     The directors acknowledge that they are ultimately                   The annual financial statements set out on pages 26 to 66,
     responsible for the system of internal financial control             which have been prepared on the going concern basis,
     established by the group and place considerable importance           were approved by the board on 31 March 2011 and were
     on maintaining a strong control environment. To enable               signed on its behalf by:
     the directors to meet these responsibilities, the board sets
     standards for internal control aimed at reducing the risk of error
     or loss in a cost effective manner. The standards include the
     proper delegation of responsibilities within a clearly defined
     framework, effective accounting procedures and adequate
     segregation of duties to ensure an acceptable level of risk.         D.K. Wentzel
     These controls are monitored throughout the group and
     all employees are required to maintain the highest ethical
     standards in ensuring the group’s business is conducted
     in a manner that in all reasonable circumstances is above
     reproach. The focus of risk management in the group is on
     identifying, assessing, managing and monitoring all known
     forms of risk across the group. While operating risk cannot
     be fully eliminated, the group endeavours to minimise it by          J.L. Mortimer
     ensuring that appropriate infrastructure, controls, systems
     and ethical behaviour are applied and managed within
     predetermined procedures and constraints.


     The directors are of the opinion, based on the information
     and explanations given by management, that the system
26   of internal control provides reasonable assurance that the
secretary
DEClaraTiON By ThE COmpaNy SECrETary

In my capacity as Company Secretary I declare, in terms of the South African Companies Act, 1973, that for the
year ended 31 December 2010 the company has lodged with the Registrar of Companies all such returns as are
required of a company in terms of this Act and that all such returns are true, correct and up to date.




KM Linstrom
Company Secretary
May 2011




                                                                                                                 27
     report
     DirECTOrS’ rEpOrT

     The directors submit their report for the year ended 31 December 2010.

     1. inCorporation
     The company was incorporated on 12 May 1999 and obtained its certificate to commence business on the same day.

     2. revieW of aCtivities
     main Business and operations
     The group is engaged in supplying quality homes on a turnkey basis at a fixed price to the affordable housing market and
     operates principally in South Africa. The operating results and state of affairs of the company are fully set out in the
     attached annual financial statements and do not in our opinion require any further comment.

     3. going ConCern
     The annual financial statements have been prepared on the basis of accounting policies applicable to a going concern. This
     basis presumes that funds will be available to finance future operations and that the realisation of assets and settlement of
     liabilities, contingent obligations and commitments will occur in the ordinary course of business.

     4. events after the reporting period
     The directors are not aware of any matter or circumstance arising since the end of the financial year.

     5. authorised and issued share Capital
     There were no changes in the authorised or issued share capital of the group during the year under review.
     6,600,000 Shares were issued on the 17th December 2010 at R0,15 per share.

     6. direCtors
     The directors of the company during the year and to the date of this report are as follows:
     Name
     D.K. Wentzel                                 J.L. Mortimer
     R.F. Eksteen*                                D.F. Esterhuyse*
     B.A. Stegmann                                L. Theron
     L.A. Tondi #                                 G.S. Warren*
     * Resigned 1 March 2010
     # Resigned 26 May 2011


     7. seCretarY
     The secretary of the company is Kirsten Maria Linstrom of:
     Business address                             RBA Holdings Limited
                                                  11th Floor Nedbank Corner
                                                  Jorrisen Street
                                                  Braamfontein
                                                  2001
     Postal address                               PO Box 30885
                                                  Braamfontein
                                                  2017

     8. auditors
     LOGISTA will continue in office in accordance with section 270(2) of the Companies Act.
28
financials
STaTEmENT Of fiNaNCial pOSiTiON

rBa holdings limited
(registration numBer 1999/009701/06)
annual finanCial statements for the Year ended 31 deCemBer 2010

                                                                 GROUP                                    COMPANY
                                          NOTES     2010          2009          2008          2010         2009          2008
                                                      R             R             R             R            R             R
assets
non-Current assets
Investment property                         3     115,227,499   114,448,516    78,649,987             -            -             -
Property, plant and equipment               4      13,984,872    17,326,072    18,805,762             -            -             -
Goodwill                                    5       7,603,080     4,693,773     4,793,773             -            -             -
Intangible assets                                           -             -       400,000             -            -             -
Investments in subsidiaries                6                -             -             -         1,972    1,020,795     1,020,621
Investments in associates                  7               36     8,242,307     9,266,667            36           60           108
Stands held for trading                    9        8,432,811    10,374,223     8,504,131             -            -             -
Deferred tax                               10      11,087,589     6,971,307     8,788,825             -            -             -
Deposits for land and stand allocations    11       5,327,765     3,973,302     5,834,715             -            -             -
RBA Holdings Ltd Share Incentive                        1,254         1,254             -         1,254        1,254             -
Loans to RBA employees share trust         12       3,000,000     1,093,315     1,500,000     3,000,000    1,093,315     1,500,000
                                                  164,664,906   167,124,069   136,543,860     3,003,262    2,115,424     2,520,729
Current assets
Inventories                                13         912,429       792,924       979,216             -            -             -
Loans to group companies                    8               -             -             -    31,433,152   30,336,461    30,558,353
Stands held for trading                     9     103,610,956    75,802,601    55,731,590             -            -             -
Current tax receivable                                 94,143       325,695     1,138,520             -            -             -
Construction contracts and receivables     14      12,263,813     4,028,725    25,618,236             -            -             -
Trade and other receivables                15      14,490,304     9,869,889    14,236,631           120        9,622             -
Deposits for land and stand allocations    11       2,304,999    14,472,849    15,570,300             -            -             -
Cash and cash equivalents                  16       5,835,118     2,045,633     1,039,741       344,851        1,504         2,144
                                                  139,511,762   107,338,316   114,314,234    31,778,123   30,347,587    30,560,497
total assets                                      304,176,668   274,462,385   250,858,094    34,781,385   32,463,011    33,081,226
equitY and liaBilities
equitY
equitY attriButaBle to equitY holders of parent
Share capital                        17      29,386,389         28,396,389     28,396,389    29,386,389   28,396,389    28,396,389
Reserves                                       2,543,248          2,543,248      2,600,400            -            -             -
Retained income                              21,760,560         48,769,616     79,462,153     5,026,852    3,577,391     4,217,779
                                             53,690,197         79,709,253    110,458,942    34,413,241   31,973,780    32,614,168
Non-controlling interest                     (7,873,940)        (7,161,924)    (1,507,321)            -            -             -
                                             45,816,257         72,547,329    108,951,621    34,413,241   31,973,780    32,614,168
liaBilities
Non-Current Liabilities
Other financial liabilities          18     123,311,282          88,677,863    53,334,491             -             -            -
Finance lease obligation             19           58,017            163,201     1,670,791             -             -            -
Deferred tax                         10        9,156,679          5,046,169     7,693,832             -             -            -
                                            132,525,978          93,887,233    62,699,114             -             -            -   29
                                                                 GROUP                                   COMPANY
                                          NOTES     2010          2009          2008         2010         2009          2008
                                                      R             R             R            R            R             R
     Current liaBilities                    3               -             -             -            -             -            -
     Loans from group companies             8               -             -             -            -     230,979       230,979
     Other financial liabilities           18      41,493,073    36,158,351    30,662,729            -             -            -
     Current tax payable                            6,612,983     6,815,685     7,947,479            -             -            -
     Finance lease obligation              19        179,863       561,870       216,052             -             -            -
     Trade and other payables              21      46,301,802    33,709,992    18,101,366     368,144      258,252       236,079
     Provisions                            20        290,020       821,971      1,457,463            -             -            -
     Construction contracts in progress             2,929,324      851,342      3,038,783            -             -            -
     Loans from directors                           3,561,606     3,062,674             -            -             -            -
     Bank overdraft                        16      24,465,762    26,045,938    17,783,487            -             -            -
                                                  125,834,433   108,027,823    79,207,359     368,144      489,231       467,058
     total liaBilities                            258,360,411   201,915,056   141,906,473     368,144      489,231       467,058
     total equitY and liaBilities                 304,176,668   274,462,385   250,858,094   34,781,385   32,463,011    33,081,226




30
STaTEmENT Of COmprEhENSiVE iNCOmE

                                                                GROUP                                    COMPANY
                                       NOTES      2010           2009           2008         2010          2009            2008
                                                   R              R               R            R             R               R
Revenue                                22      108,573,422     84,048,219     191,009,105            -               -             -
Cost of sales                                  (70,532,049)   (57,970,007)   (123,769,577)           -               -             -
Gross profit                                    38,041,373     26,078,212      67,239,528            -               -             -
Other income                                     1,379,197      1,292,253       1,058,993            -               -             -
Operating expenses                             (53,843,380)   (56,848,833)    (61,206,592)   (444,692)     (233,331)      (274,102)
Operating (loss) profit                23      (14,422,810)   (29,478,368)      7,091,929    (444,692)     (233,331)      (274,102)
Investment revenue                     24          470,589        150,286         772,114            -               -    5,991,881
Impairment - RBA employees share                 1,906,685      (406,685)      (1,500,000)   1,906,685     (406,685)
trust                                                                                                                    (1,500,000)
Impairment of Goodwill                                    -     (100,000)      (1,752,593)           -               -             -
Fair value adjustments                 25        2,733,138      4,533,632      25,035,453            -               -             -
Income from equity accounted invest-               (48,522)     (486,764)        (715,853)           -               -             -
ments
Finance costs                          26      (14,014,681)   (11,651,605)     (5,293,986)    (12,512)           (392)             -
(Loss) profit before taxation                  (23,375,601)   (37,439,504)     23,637,064    1,449,481     (640,408)      4,217,779
Taxation                               27        1,377,507      1,035,111      (1,947,717)           -               -             -
(Loss) profit for the year                     (21,998,094)   (36,404,393)     21,689,347    1,449,481     (640,408)      4,217,779
Other comprehensive income                                -              -               -           -               -             -
Total comprehensive (loss) income              (21,998,094)   (36,404,393)     21,689,347    1,449,481     (640,408)      4,217,779


(loss) profit attriButaBle to :
Owners of the parent                           (11,389,050)   (30,749,689)     24,699,587    1,449,481     (640,408)      4,217,779
Non-controlling interest                       (10,609,044)    (5,654,704)     (3,010,240)           -               -             -
                                               (21,998,094)   (36,404,393)     21,689,347    1,449,481     (640,408)      4,217,779


total Comprehensive (loss)
inCome attriButaBle to:
Owners of the parent                           (11,389,050)    30,749,689      24,699,587    1,449,481     (640,408)      4,217,779
Non-controlling interest                       (10,609,044)    (5,654,704)     (3,010,240)           -               -             -
                                               (21,998,094)   (36,404,393)     21,689,347    1,449,481     (640,408)      4,217,779




                                                                                                                                       31
     STaTEmENT Of ChaNgES iN EQuiTy

                                                                          GROUP                                      COMPANY
                                             NOTES          2010           2009           2008          2010            2009          2008
                                                              R              R             R              R               R             R
                                              SHARE         SHARE        TOTAL SHARE   REVALUATION    RETAINED           TOTAL      NON CON-          TOTAL
                                             CAPITAL       PREMIUM         CAPITAL       RESERVE       INCOME        ATTRIBUTABLE   TROLLING         EQUITY
                                                                                                                       TO EQUITY    INTEREST
                                                                                                                      HOLDERS OF
                                                                                                                      THE GROUP/
                                                                                                                       COMPANY
                                               R              R              R             R              R               R            R               R
     group
     Balance at 01 January 2009                3,100       28,393,289     28,396,389     2,600,400     79,462,153     110,458,942   (1,507,321)    108,951,621
     Changes in equity
     Total comprehensive loss for the year             -             -             -       (57,152)   (30,692,537)   (30,749,689)   (5,654,704)    (36,404,393)
     Business combinations                             -             -             -              -              -              -           101             101

     Total changes                                     -             -             -       (57,152)   (30,692,537)   (30,749,689)   (5,654,603)    (36,404,292)

     Balance at 01 January 2010                3,100       28,393,289     28,396,389     2,543,248     48,769,616      79,709,253   (7,161,924)     72,547,329
     Changes in equity
     Total comprehensive loss for the year          -              -               -              -   (11,389,050)   (11,389,050) (10,609,044)     (21,998,094)
     Issue of shares                               66        989,934         990,000              -              -        990,000            -          990,000
     Change in shareholding                         -              -               -              -   (12,710,735)   (12,710,735) 12,691,854           (18,881)
     Business Combinations                          -              -               -              -    (2,909,271)    (2,909,271) (2,794,826)       (5,704,097)

     Total changes                                 66        989,934         990,000              -   (27,009,056)   (26,019,056)    (712,016)     (26,731,072)

     Balance at 31 December 2010               3,166 29,383,223 2         29,386,389     2,543,248     21,760,560      53,690,197   (7,873,940)     45,816,257
     Note(s)                                      17           17                 17

     CompanY
     Balance at 01 January 2009                3,100       28,393,289     28,396,389              -     4,217,779      32,614,168              -    32,614,168
     Changes in equity
     Total comprehensive loss for the year             -             -             -              -     (640,408)       (640,408)              -     (640,408)

     Total changes                                     -             -             -              -     (640,408)       (640,408)              -     (640,408)

     Balance at 01 January 2010                3,100       28,393,289     28,396,389              -     3,577,371      31,973,760              -    31,973,760
     Changes in equity
     Total comprehensive income for the                -             -             -              -     1,449,481       1,449,481              -     1,449,481
     year
     Issue of shares                               66        989,934         990,000              -              -        990,000              -       990,000

     Total changes                                 66        989,934         990,000              -     1,449,481       2,439,481              -     2,439,481

     Balance at 31 December 2010               3,166       29,383,223     29,386,389              -     5,026,852      34,413,241              -    34,413,241
     Note(s)                                      17               17             17
32
STaTEmENT Of CaSh flOwS

                                                                   GROUP                                      COMPANY
                                          NOTES      2010          2009            2008          2010           2009           2008
                                                      R              R               R             R              R              R


Cash floWs from operating aCtivities

Cash generated from (used in) opera-        29    (11,498,698)    10,268,253      28,472,713     (325,298)      (220,761)      (38,023)
tions
Interest income                                        470,589        150,286         772,114            -              -             -
Dividends received                                           -              -               -            -              -     5,991,881
Finance costs                                     (14,014,681)   (11,651,605)     (4,313,005)     (12,512)          (392)             -
Tax paid                                    30        (15,869)      (114,012)     (6,296,583)            -              -             -
Net cash from operating activities                (25,058,659)    (1,347,078)     18,635,239     (337,810)      (221,153)     5,953,858

Cash floWs from investing aCtivities

Purchase of property, plant and             4       (671,964)       (714,011)     (3,566,777)             -               -           -
equipment
Sale of property, plant and equipment       4       2,309,051         745,825         182,256             -               -           -
Purchase of investment property             3       1,954,155    (61,139,166)    (41,503,986)             -               -           -
Sale of investment property                 3               -      28,145,529               -             -               -           -
Purchase of other intangible assets                         -               -       (400,000)             -               -           -
Transfers of current property to                            -       2,163,700               -             -               -           -
investment property
Movement in investments in associates                        -        537,596               -             -              -            -
Loans to group companies repaid                              -               -              -   (1,327,690)       221,893             -
Sale of financial assets                                     -               -              -             -     (406,685)             -
Movement in stands held for trading               (25,866,743)   (21,941,103)    (33,797,092)             -              -            -
Deposits for land and stand allocations             10,813,387      2,958,864               -             -              -            -
Purchase of RBA holdings ltd share                           -         (1,254)              -             -        (1,254)            -
incentive
Sale of loans to RBA employees share                         -               -              -             -      406,685              -
trust
Business combinations                                2,004,336              -     (4,793,773)    1,018,847         (126)      (788,740)
Net cash from investing activities                 (9,457,778)   (49,244,020)    (83,879,372)    (308,843)       220,513      (788,740)

Cash floWs from finanCing aCtivities

Proceeds on share issue                     17        990,000              -               -       990,000                -           -
Loans repaid/advanced                              38,941,509     41,433,635      48,169,491             -                - (5,695,640)
Loans to directors, managers and                      498,932      3,062,674               -             -                -           -
employees
Movements in finance lease obligation               (487,191)     (1,161,772)               -             -               -           -
Realisation of revaluation                           (57,152)               -               -             -               -           -
Dividends paid                              31              -               -     (1,997,294)             -               -           -

Net cash from financing activities                  39,886,097     43,334,537      46,172,197      990,000                - (5,695,640)
Total cash movement for the year                     5,369,660    (7,256,561)    (19,071,936)      343,347            (640)   (530,522)
Cash at the beginning of the year                 (24,000,305)   (16,743,744)       2,328,190        1,504            2,144     532,666
                                                                                                                                          33
Total cash at end of the year               16    (18,630,645)   (24,000,305)    (16,743,746)      344,851            1,504       2,144
     accounting
     aCCOuNTiNg pOliCiES

     1. presentation of annual                                        Contingent liabilities are only included in the identifiable

     finanCial statements                                             assets and liabilities of the acquiree where there is a present
                                                                      obligation at acquisition date.
     The annual financial statements have been prepared
     in accordance with International Financial Reporting
                                                                      On acquisition, the group assesses the classification of the
     Standards    (IFRS),    interpretations      issued   by   the
                                                                      acquiree’s assets and liabilities and reclassifies them where
     International Financial Reporting Interpretation Committee
                                                                      the classification is inappropriate for group purposes. This
     (IFRIC) and the requirements of the Companies Act, No
                                                                      excludes lease agreements and insurance contracts, whose
     61 of 1973 (as amended), of South Africa. The annual
                                                                      classification remains as per their inception date.
     financial statements have been prepared on the historical
     cost basis, as modified by the revaluation of investment
                                                                      Non-controlling interest arising from a business combination
     property and financial assets and financial liabilities
                                                                      is measured either at their share of the fair value of the
     at fair value through profit or loss, and incorporate the
                                                                      assets and liabilities of the acquiree or at fair value. The
     principal accounting policies that are consistent with those
                                                                      treatment is not an accounting policy choice but is selected
     applied in the previous period and are set out below:
                                                                      for each individual business combination, and disclosed in
                                                                      the note for business combinations.
     1.1 Consolidation
     Business ComBinations
                                                                      In cases where the group held a non-controlling
     The group accounts for business combinations using the
                                                                      shareholding in the acquiree prior to obtaining control, that
     acquisition method of accounting. The cost of the business
                                                                      interest is measured to fair value as at acquisition date. The
     combination is measured as the aggregate of the fair values
                                                                      measurement to fair value is included in profit or loss for the
     of assets given, liabilities incurred or assumed and equity
                                                                      year. Where the existing shareholding was classified as an
     instruments issued.
                                                                      available-for-sale financial asset, the cumulative fair value
                                                                      adjustments recognised previously to other comprehensive
     Costs directly attributable to the business combination are
                                                                      income and accumulated in equity are recognised in profit
     expensed as incurred, except the costs to issue debt which
                                                                      or loss as a reclassification adjustment.
     are amortised as part of the effective interest and costs to
     issue equity which are included in equity.
                                                                      Goodwill is determined as the consideration paid, plus the
                                                                      fair value of any shareholding held prior to obtaining control,
     Contingent consideration is included in the cost of the
                                                                      plus non-controlling interest and less the fair value of the
     combination at fair value as at the date of acquisition.
                                                                      identifiable assets and liabilities of the acquiree.
     Subsequent changes to the assets, liabilities or equity
     which arise as a result of the contingent consideration
                                                                      Goodwill is not amortised but is tested on an annual basis
     are not affected against goodwill, unless they are valid
                                                                      for impairment. If goodwill is assessed to be impaired, that
     measurement period adjustments.
                                                                      impairment is not subsequently reversed.

     The acquiree’s identifiable assets, liabilities and contingent
     liabilities which meet the recognition conditions of IFRS 3
                                                                      investment in assoCiates
                                                                      An associate is an entity over which the group has significant
     Business Combinations are recognised at their fair values at
                                                                      influence and which is neither a subsidiary nor a joint
     acquisition date, except for non-current assets (or disposal
                                                                      venture. Significant influence is the power to participate in
     group) that are classified as held-for-sale in accordance with
                                                                      the financial and operating policy decisions of the investee
     IFRS 5 Non-current Assets Held-For-Sale and discontinued
                                                                      but is not control or joint control over those policies.
     operations, which are recognised at fair value less costs to
     sell.
34
Any goodwill on acquisition of an associate is included in           with the item will flow to the company; and
the carrying amount of the investment, however, a gain on        •   the cost of the item can be measured reliably.
acquisition is recognised immediately in profit or loss.
                                                                 Property, plant and equipment is initially measured at cost.
Profits or losses on transactions between the group and
an associate are eliminated to the extent of the group’s         Costs include costs incurred initially to acquire or construct
interest therein.                                                an item of property, plant and equipment and costs incurred
                                                                 subsequently to add to, replace part of, or service it. If a
When the group reduces its level of significant influence        replacement cost is recognised in the carrying amount
or loses significant influence, the group proportionately        of an item of property, plant and equipment, the carrying
reclassifies the related items which were previously             amount of the replaced part is derecognised.
accumulated in equity through other comprehensive
income to profit or loss as a reclassification adjustment.       Property, plant and equipment is carried at revalued
In such cases, if an investment remains, that investment         amount, being the fair value at the date of revaluation less
is measured to fair value, with the fair value adjustment        any subsequent accumulated depreciation and subsequent
being recognised in profit or loss as part of the gain or loss   accumulated impairment losses.
on disposal.
                                                                 When an item of property, plant and equipment is revalued,
1.2 investment propertY                                          any accumulated depreciation at the date of the revaluation
Investment property is recognised as an asset when it            is restated proportionately with the change in the gross
is probable that the future economic benefits that are           carrying amount of the asset so that the carrying amount of
associated with the investment property will flow to the         the asset after revaluation equals its revalued amount.
enterprise, and the cost of the investment property can be
measured reliably.                                               The revaluation surplus in equity related to a specific item
                                                                 of property, plant and equipment is transferred directly to
Investment property is initially recognised at cost.             retained earnings when the asset is derecognised.
Transaction costs are included in the initial measurement.
                                                                 Property, plant and equipment are depreciated on the
Costs include costs incurred initially and costs incurred        straight line basis over their expected useful lives to their
subsequently to add to, or to replace a part of, or service a    estimated residual value.
property. If a replacement part is recognised in the carrying
amount of the investment property, the carrying amount of        Property, plant and equipment is carried at cost less
the replaced part is derecognised.                               accumulated depreciation and any impairment losses.


fair value                                                       The useful lives of items of property, plant and equipment
Subsequent to initial measurement investment property is         have been assessed as follows:
measured at fair value.                                          Item                            Average useful life
                                                                 Plant and machinery             5 years
A gain or loss arising from a change in fair value is included   Furniture and fixtures          10 years
in net profit or loss for the period in which it arises.         Motor vehicles                  5 years
                                                                 Office equipment                10 years
1.3 propertY, plant and equipment                                Computer equipment              3 years
The cost of an item of property, plant and equipment is          Computer software               3 years
recognised as an asset when:
•   it is probable that future economic benefits associated

                                                                                                                                  35
     accounting
     1.3 propertY, plant and equipment (Cont)                              contingent on future events is included in the cost of the
     The residual value, useful life and depreciation method               combination if the adjustment is probable and can be
     of each asset are reviewed at the end of each reporting               measured reliably.
     period. If the expectations differ from previous estimates,
     the change is accounted for as a change in accounting                 1.5 investments in assoCiates
     estimate.                                                             An investment in an associate is accounted for using the
                                                                           equity method, except when the asset is classified as held
     Each part of an item of property, plant and equipment with a          for sale. Under the equity method, the investment is initially
     cost that is significant in relation to the total cost of the item    recognised at cost and the carrying amount is increased
     is depreciated separately.                                            or decreased to recognise the group’s share of the profits
                                                                           or losses of the investee after acquisition date. The use of
     The depreciation charge for each period is recognised in              the equity method is discontinued from the date the group
     profit or loss unless it is included in the carrying amount of        ceases to have significant influence over an associate.
     another asset.
                                                                           Distributions received from the associate reduce the carrying
     The gain or loss arising from the derecognition of an item            amount of the investment.
     of property, plant and equipment is included in profit or loss
     when the item is derecognised. The gain or loss arising               Profits and losses resulting from transactions with associates
     from the derecognition of an item of property, plant and              are recognised only to the extent of unrelated investors’
     equipment is determined as the difference between the net             interests in the associate.
     disposal proceeds, if any, and the carrying amount of the
     item.                                                                 The excess of the group’s interest of the net fair value of
                                                                           an associate’s identifiable assets, liabilities and contingent
     1.4 investments in suBsidiaries                                       liabilities over the cost is accounted for as goodwill, and is
     The group annual financial statements include those                   included in the carrying amount of the associate.
     of the holding company and its subsidiaries. The result
     of the subsidiaries are included from the effective date              An investment in an associate is carried at cost less any
     of acquisition. On acquisition the group recognises the               accumulated impairment.
     subsidiary’s identifiable assets, liabilities at fair value, except
     for assets classified as held for sale, which are recognised          1.6 finanCial instruments
     at fair value less costs to sell.                                     initial reCognition and measurement
                                                                           Financial instruments are recognised initially when the
     CompanY annual finanCial statements                                   group becomes a party to the contractual provisions of the
     In the company’s separate annual financial statements,                instruments.
     investments in subsidiaries are carried at cost less any
     accumulated impairment.                                               The group classifies financial instruments, or their
                                                                           component parts, on initial recognition as a financial asset,
     The cost of an investment in a subsidiary is the aggregate            a financial liability or an equity instrument in accordance
     of:                                                                   with the substance of the contractual arrangement.
     •     the fair value, at the date of exchange, of assets given,
           liabilities incurred or assumed, and equity instruments         Financial instruments are measured initially at fair value,
           issued by the company; plus                                     except for equity investments for which a fair value is not
     •     any costs directly attributable to the purchase of the          determinable, which are measured at cost and are classified
           subsidiary.                                                     as available-for-sale financial assets.
                                                                           For financial instruments which are not at fair value through
     An adjustment to the cost of a business combination                   profit or loss, transaction costs are included in the initial
36
measurement of the instrument.                                  When a trade receivable is uncollectable, it is written off
                                                                against the allowance account for trade receivables.
fair value determination                                        Subsequent recoveries of amounts previously written off
The fair values of quoted investments are based on current      are credited against operating expenses in profit or loss.
bid prices. If the market for a financial asset is not active   Trade and other receivables are classified as loans and
(and for unlisted securities), the group establishes fair       receivables.
value by using valuation techniques. These include the
use of recent arm’s length transactions, reference to other     trade and other paYaBles
instruments that are substantially the same, discounted         Trade payables are initially measured at fair value, and
cash flow analysis, and option pricing models making            are subsequently measured at amortised cost, using the
maximum use of market inputs and relying as little as           effective interest rate method.
possible on entity-specific inputs.
                                                                Cash and Cash equivalents
loans to (from) group Companies                                 Cash and cash equivalents comprise cash on hand and
These include loans to and from holding companies, fellow       demand deposits, and other short-term highly liquid
subsidiaries, subsidiaries, joint ventures and associates       investments that are readily convertible to a known amount
and are recognised initially at fair value plus direct          of cash and are subject to an insignificant risk of changes
transaction costs.                                              in value. These are initially and subsequently recorded at
                                                                fair value.
Loans to group companies are classified as loans and
receivables. Loans from group companies are classified as       Bank overdraft and BorroWings
financial liabilities measured at amortised cost.               Bank overdrafts and borrowings are initially measured at
                                                                fair value, and are subsequently measured at amortised
loansto shareholders, direCtors, managers                       cost, using the effective interest rate method. Any difference
and emploYees                                                   between the proceeds (net of transaction costs) and the
These financial assets are classified as loans and              settlement or redemption of borrowings is recognised over
receivables.                                                    the term of the borrowings in accordance with the group’s
                                                                accounting policy for borrowing costs.
trade and other reCeivaBles
Trade receivables are measured at initial recognition at        1.7 tax
fair value, and are subsequently measured at amortised          Current tax assets and liaBilities
cost using the effective interest rate method. Appropriate      Current tax for current and prior periods is, to the extent
allowances for estimated irrecoverable amounts are              unpaid, recognised as a liability. If the amount already
recognised in profit or loss when there is objective            paid in respect of current and prior periods exceeds the
evidence that the asset is impaired. Significant financial      amount due for those periods, the excess is recognised as
difficulties of the debtor, probability that the debtor will    an asset.
enter bankruptcy or financial reorganisation, and default or
delinquency in payments (more than 90 days overdue) are         Current tax liabilities (assets) for the current and prior
considered indicators that the trade receivable is impaired.    periods are measured at the amount expected to be paid
The allowance recognised is measured as the difference          to (recovered from) the tax authorities, using the tax rates
between the asset’s carrying amount and the present value       (and tax laws) that have been enacted or substantively
of estimated future cash flows discounted at the effective      enacted by the end of the reporting period.
interest rate computed at initial recognition.
The carrying amount of the asset is reduced through the         deferred tax assets and liaBilities
use of an allowance account, and the amount of the loss         A deferred tax liability is recognised for all taxable temporary
is recognised in profit or loss within operating expenses.      differences, except to the extent that the deferred tax
                                                                                                                                   37
     accounting
     liability arises from the initial recognition of an asset or liability   A lease is classified as an operating lease if it does not transfer
     in a transaction which at the time of the transaction, affects           substantially all the risks and rewards incidental to ownership.
     neither accounting profit nor taxable profit (tax loss).
                                                                              finanCe leases - lessor
     A deferred tax asset is recognised for all deductible                    The group recognises finance lease receivables in the
     temporary differences to the extent that it is probable that             statement of financial position.
     taxable profit will be available against which the deductible
     temporary difference can be utilised. A deferred tax asset               Finance income is recognised based on a pattern reflecting
     is not recognised when it arises from the initial recognition            a constant periodic rate of return on the group’s net
     of an asset or liability in a transaction at the time of the             investment in the finance lease.
     transaction, affects neither accounting profit nor taxable
     profit (tax loss).                                                       finanCe leases – lessee
                                                                              Finance leases are recognised as assets and liabilities in
     A deferred tax asset is recognised for the carry forward of              the statement of financial position at amounts equal to the
     unused tax losses and unused STC credits to the extent                   fair value of the leased property or, if lower, the present
     that it is probable that future taxable profit will be available         value of the minimum lease payments. The corresponding
     against which the unused tax losses and unused STC                       liability to the lessor is included in the statement of financial
     credits can be utilised.                                                 position as a finance lease obligation.


     Deferred tax assets and liabilities are measured at the tax              The discount rate used in calculating the present value of
     rates that are expected to apply to the period when the asset            the minimum lease payments is the interest rate implicit in
     is realised or the liability is settled, based on tax rates (and         the lease.
     tax laws) that have been enacted or substantively enacted
     by the end of the reporting period.                                      The lease payments are apportioned between the finance
                                                                              charge and reduction of the outstanding liability. The finance
     tax expenses                                                             charge is allocated to each period during the lease term so
     Current and deferred taxes are recognised as income or an                as to produce a constant periodic rate of on the remaining
     expense and included in profit or loss for the period, except            balance of the liability.
     to the extent that the tax arises from:
     •   a transaction or event which is recognised, in the same              operating leases - lessor
         or a different period, to other comprehensive income, or             Operating lease income is recognised as an income on a
     •   a business combination.                                              straight-line basis over the lease term.


     Current tax and deferred taxes are charged or credited to                Initial direct costs incurred in negotiating and arranging
     other comprehensive income if the tax relates to items that              operating leases are added to the carrying amount of the
     are credited or charged, in the same or a different period, to           leased asset and recognised as an expense over the lease
     other comprehensive income.                                              term on the same basis as the lease income.


     Current tax and deferred taxes are charged or credited                   Income for leases is disclosed under revenue in profit or
     directly to equity if the tax relates to items that are credited         loss.
     or charged, in the same or a different period, directly in
     equity.                                                                  operating leases – lessee
                                                                              Operating lease payments are recognised as an expense
     1.8 leases                                                               on a straight-line basis over the lease term. The difference
     A lease is classified as a finance lease if it transfers                 between the amounts recognised as an expense and the
     substantially all the risks and rewards incidental to ownership.         contractual payments are recognised as an operating lease
38
asset. This liability is not discounted.                       Variations in contract work, claims and incentive payments
                                                               are included to the extent that they have been agreed with
Any contingent rents are expensed in the period they are       the customer.
incurred.
                                                               When the outcome of a construction contract cannot be
1.9 inventories                                                estimated reliably, contract revenue is recognised to
Inventories are measured at the lower of cost and net          the extent that contract costs incurred are recoverable.
realisable value.                                              Contract costs are recognised as an expense in the period
                                                               in which they are incurred.
Inventories are measured at the lower of cost and net
realisable value on the first-in-first-out basis.              When it is probable that total contract costs will exceed
                                                               total contract revenue, the expected loss is recognised as
Net realisable value is the estimated selling price in the     an expense immediately.
ordinary course of business less the estimated costs of
completion and the estimated costs necessary to make the       1.11impairment of assets
sale.                                                          The group assesses at each end of the reporting period
                                                               whether there is any indication that an asset may be
The cost of inventories comprises of all costs of purchase,    impaired. If any such indication exists, the group estimates
costs of conversion and other costs incurred in bringing the   the recoverable amount of the asset.
inventories to their present location and condition.
                                                               Irrespective of whether there is any indication of impairment,
The cost of inventories of items that are not ordinarily       the group also:
interchangeable and goods or services produced and             •   tests intangible assets with an indefinite useful life or
segregated for specific projects is assigned using specific        intangible assets not yet available for use for
identification of the individual costs.                            impairment annually by comparing its carrying amount
                                                                   with its recoverable amount. This impairment test is
The cost of inventories is assigned using the weighted             performed during the annual period and at the same time
average cost formula. The same cost formula is used for all        every period.
inventories having a similar nature and use to the entity.     •   tests goodwill acquired in a business combination for
When inventories are sold, the carrying amount of those            impairment annually.
inventories are recognised as an expense in the period in
which the related revenue is recognised. The amount of         If there is any indication that an asset may be impaired, the
any write-down of inventories to net realisable value and      recoverable amount is estimated for the individual asset.
all losses of inventories are recognised as an expense in      If it is not possible to estimate the recoverable amount of
the period the write-down or loss occurs. The amount of        the individual asset, the recoverable amount of the cash-
any reversal of any write-down of inventories, arising from    generating unit to which the asset belongs is determined.
an increase in net realisable value, are recognised as a
reduction in the amount of inventories recognised as an        The recoverable amount of an asset or a cash-generating
expense in the period in which the reversal occurs.            unit is the higher of its fair value less costs to sell and its
                                                               value in use.
1.10 ConstruCtion ContraCts and
reCeivaBles                                                    If the recoverable amount of an asset is less than its carrying
Where the outcome of a construction contract can               amount, the carrying amount of the asset is reduced to its
be estimated reliably, contract revenue and costs are          recoverable amount. That reduction is an impairment loss.
recognised by reference to the stage of completion of
the contract activity at the end of the reporting period, as   An impairment loss of assets carried at cost less any
measured by completion of a physical proportion of the         accumulated depreciation or amortisation is recognised
contract work.                                                                                                                   39
     accounting
     immediately in profit or loss. Any impairment loss of a            payment transaction are recognised when the goods or
     revalued asset is treated as a revaluation decrease.               as the services are received. A corresponding increase in
                                                                        equity is recognised if the goods or services were received
     Goodwill acquired in a business combination is, from the           in an equity- settled share-based payment transaction or
     acquisition date, allocated to each of the cash-generating         a liability if the goods or services were acquired in a cash-
     units, or groups of cash-generating units, that are expected       settled share-based payment transaction.
     to benefit from the synergies of the combination.
                                                                        When the goods or services received or acquired in a share-
     An impairment loss is recognised for cash-generating units if      based payment transaction do not qualify for recognition as
     the recoverable amount of the unit is less than the carrying       assets, they are recognised as expenses.
     amount of the units. The impairment loss is allocated to
     reduce the carrying amount of the assets of the unit in the        For equity-settled share-based payment transactions the
     following order:                                                   goods or services received and the corresponding increase
     •   first, to reduce the carrying amount of any goodwill           in equity are measured, directly, at the fair value of the goods
         allocated to the cash-generating unit and                      or services received provided that the fair value cannot be
     •   then, to the other assets of the unit, pro rata on the basis   estimated reliably.
         of the carrying amount of each asset in the unit.
                                                                        If the fair value of the goods or services received cannot
     An entity assesses at each reporting date whether there is         be estimated reliably, their value and the corresponding
     any indication that an impairment loss recognised in prior         increase in equity, indirectly, are measured by reference to
     periods for assets other than goodwill may no longer exist         the fair value of the equity instruments granted.
     or may have decreased. If any such indication exists, the
     recoverable amounts of those assets are estimated.                 For cash-settled share-based payment transactions, the
                                                                        goods or services acquired and the liability incurred are
     The increased carrying amount of an asset other than               measured at the fair value of the liability. Until the liability
     goodwill attributable to a reversal of an impairment loss          is settled, the fair value of the liability is re-measured at
     does not exceed the carrying amount that would have been           each reporting date and at the date of settlement, with any
     determined had no impairment loss been recognised for the          changes in fair value recognised in profit or loss for the
     asset in prior periods.                                            period.


     A reversal of an impairment loss of assets carried at cost         If the share based payments granted do not vest until the
     less accumulated depreciation or amortisation other than           counterparty completes a specified period of service, group
     goodwill is recognised immediately in profit or loss. Any          accounts for those services as they are rendered by the
     reversal of an impairment loss of a revalued asset is treated      counterparty during the vesting period, (or on a straight line
     as a revaluation increase.                                         basis over the vesting period).


     1.12 share Capital and equitY                                      If the share based payments vest immediately the services
     An equity instrument is any contract that evidences a              received are recognised in full.
     residual interest in the assets of an entity after deducting       For share-based payment transactions in which the terms of
     all of its liabilities.                                            the arrangement provide either the entity or the counterparty
                                                                        with the choice of whether the entity settles the transaction
     1.13 share Based paYments                                          in cash (or other assets) or by issuing equity instruments,
     Goods or services received or acquired in a share-based            the components of that transaction are recorded, as a
40
cash-settled share-based payment transaction if, and to              - when the plan will be implemented; and
the extent that, a liability to settle in cash or other assets   •   has raised a valid expectation in those affected that
has been incurred, or as an equity-settled share-based               it will carry out the restructuring by starting to implement
payment transaction if, and to the extent that, no such              that plan or announcing its main features to those
liability has been incurred.                                         affected by it.


1.14 provisions and ContingenCies                                After their initial recognition contingent liabilities recognised
Provisions are recognised when:                                  in business combinations that are recognised separately
•   the group has a present obligation as a result of a past     are subsequently measured at the higher of:
    event;                                                       •   the amount that would be recognised as a provision;
•   it is probable that an outflow of resources embodying            and
    economic benefits will be required to settle the             •   the   amount      initially   recognised   less   cumulative
    obligation; and                                                  amortisation.
•   a reliable estimate can be made of the obligation.
                                                                 Contingent assets and contingent liabilities are not
The amount of a provision is the present value of                recognised. Contingencies are disclosed in note.
the expenditure expected to be required to settle the
obligation.                                                      1.15 revenue
                                                                 Revenue from the sale of goods is recognised when all the
Where some or all of the expenditure required to settle a        following conditions have been satisfied:
provision is expected to be reimbursed by another party, the     •   the group has transferred to the buyer the significant
reimbursement shall be recognised when, and only when,               risks and rewards of ownership of the goods;
it is virtually certain that reimbursement will be received if   •   the group retains neither continuing managerial
the entity settles the obligation. The reimbursement shall           involvement to the degree usually associated with
be treated as a separate asset. The amount recognised                ownership nor effective control over the goods sold;
for the reimbursement shall not exceed the amount of the         •   the amount of revenue can be measured reliably;
provision.                                                       •   it is probable that the economic benefits associated
                                                                     with the transaction will flow to the group; and
Provisions are not recognised for future operating losses.       •   the costs incurred or to be incurred in respect of the
If an entity has a contract that is onerous, the present             transaction can be measured reliably.
obligation under the contract shall be recognised and
measured as a provision.                                         When the outcome of a transaction involving the rendering
                                                                 of services can be estimated reliably, revenue associated
A constructive obligation to restructure arises only when        with the transaction is recognised by reference to the stage
an entity:                                                       of completion of the transaction at the end of the reporting
•   has a detailed formal plan for the restructuring,            period. The outcome of a transaction can be estimated
    identifying at least:                                        reliably when all the following conditions are satisfied:
    - the business or part of a business concerned;              •   the amount of revenue can be measured reliably;
    - the principal locations affected;                          •   it is probable that the economic benefits associated
    - the location, function, and approximate number of              with the transaction will flow to the group;
    employees who will be compensated for terminating            •   the stage of completion of the transaction at the end of
    their services;                                                  the reporting period can be measured reliably; and
    - the expenditures that will be undertaken; and
                                                                                                                                     41
     •   the costs incurred for the transaction and the costs to        •   costs that are attributable to contract activity in general
         complete the transaction can be measured reliably.                 and can be allocated to the contract; and
                                                                        •   such other costs as are specifically chargeable to the
     When the outcome of the transaction involving the rendering            customer under the terms of the contract.
     of services cannot be estimated reliably, revenue shall be
     recognised only to the extent of the expenses recognised           1.17 BorroWing Costs
     that are recoverable.                                              Borrowing costs that are directly attributable to the
                                                                        acquisition, construction or production of a qualifying asset
     Contract revenue comprises:                                        are capitalised as part of the cost of that asset until such
     •   the initial amount of revenue agreed in the contract;          time as the asset is ready for its intended use. The amount
         and                                                            of borrowing costs eligible for capitalisation is determined
     •   variations in contract work, claims and incentive              as follows:
         payments:                                                      •   Actual borrowing costs on funds specifically borrowed
         - to the extent that it is probable that they will result in       for the purpose of obtaining a qualifying asset less any
         revenue; and                                                       temporary investment of those borrowings.
         - they are capable of being reliably measured.                 •   Weighted average of the borrowing costs applicable to
                                                                            the entity on funds generally borrowed for the purpose of
     Revenue is measured at the fair value of the consideration             obtaining a qualifying asset. The borrowing costs
     received or receivable and represents the amounts                      capitalised do not exceed the total borrowing costs
     receivable for goods and services provided in the normal               incurred.
     course of business, net of trade discounts and volume
     rebates, and value added tax.                                      The capitalisation of borrowing costs commences when:
                                                                        •   expenditures for the asset have occurred;
     Interest is recognised, in profit or loss, using the effective     •   borrowing costs have been incurred, and
     interest rate method.                                              •   activities that are necessary to prepare the asset for its
                                                                            intended use or sale are in progress.
     1.16 Cost of sales
     When inventories are sold, the carrying amount of those            Capitalisation is suspended during extended periods in
     inventories is recognised as an expense in the period in           which active development is interrupted.
     which the related revenue is recognised. The amount of
     any write-down of inventories to net realisable value and all      Capitalisation ceases when substantially all the activities
     losses of inventories are recognised as an expense in the          necessary to prepare the qualifying asset for its intended
     period the write-down or loss occurs. The amount of any            use or sale are complete.
     reversal of any write-down of inventories, arising from an
     increase in net realisable value, is recognised as a reduction     All other borrowing costs are recognised as an expense in
     in the amount of inventories recognised as an expense in           the period in which they are incurred.
     the period in which the reversal occurs.


     The related cost of providing services recognised as revenue
     in the current period is included in cost of sales.


     Contract costs comprise:
     •   costs that relate directly to the specific contract;
42
notes
NOTES TO ThE aNNual fiNaNCial STaTEmENTS

2. neW standards and                                               obligation with respect to the contingent liability.

interpretations
                                                                The adoption of this standard has not had a material impact
2.1 standards and interpretations effeCtive
                                                                on the results of the company, but has resulted in more
and adopted in the Current Year
                                                                disclosure than would have previously been provided in the
In the current year, the group has adopted the following
                                                                annual financial statements.
standards and interpretations that are effective for
the current financial year and that are relevant to its
                                                                ias 27 (amended) Consolidated and separate
operations:
                                                                finanCial statements
                                                                The revisions require:
2.2 standards and interpretations earlY
                                                                • Losses of the subsidiary to be allocated to non-
adopted
                                                                   controlling interest, even if they result in the non-
The group has chosen to early adopt the following standards
                                                                   controlling interest being a debit balance.
and interpretations:
                                                                • Changes in level of control without loss of control to be
                                                                   accounted for as equity transactions, without any gain
2.3 standards and interpretations not Yet
                                                                   or loss being recognised or any remeasurement of
effeCtive or relevant
                                                                   goodwill.
The following standards and interpretations have been
                                                                • When there is a change in the level of control without
published and are mandatory for the group’s accounting
                                                                   losing control, the group is prohibited from making
periods beginning on or after 01 January 2011 or later
                                                                   reclassification adjustments.
periods but are not relevant to its operations:
                                                                • When control is lost, the net identifiable assets of the
                                                                   subsidiary as well as non-controlling interest and
ifrs 3 (revised) Business ComBinations
                                                                   goodwill are to be derecognised. Any remaining
The revisions to IFRS 3 (AC 140) Business combinations
                                                                   investment is remeasured to fair value at the date on
require:
                                                                   which control is lost, and a gain or loss on loss of control
• Acquisition costs to be expensed.
                                                                   is recognised in profit or loss.
• Non-controlling interest to either be calculated at fair
   value or at their proportionate share of the net
                                                                The adoption of this amendment has not had a material
   identifiable assets of the acquiree.
                                                                impact on the results of the company, but has resulted in
• Contingent consideration to be included in the cost of
                                                                more disclosure than would have previously been provided
   the business combination without further adjustment to
                                                                in the annual financial statements.
   goodwill, apart from measurement period adjustments.
• All previous interests in the acquiree to be remeasured
   to fair value at acquisition date when control is achieved
                                                                ias 7 statement of Cash floWs: Consequential
   in stages, and for the fair value adjustments to be
                                                                amendments due to ias 27 (amended)
   recognised in profit or loss.
                                                                Consolidated and separate
                                                                Financial Statements
• Goodwill to be measured as the difference between the
                                                                Cash flows arising from changes in level of control, where
      acquisition date fair value of consideration paid, non-
                                                                control is not lost, are equity transactions and are therefore
   controlling interest and fair value of previous
                                                                accounted for as cash flows from financing transactions.
      shareholding and the fair value of the net identifiable
   assets of the acquiree.
                                                                The effective date of the amendment is for years beginning
• The acquirer to reassess, at acquisition date, the
                                                                on or after 01 July 2009.
   classification of the net identifiable assets of the
   acquiree, except for leases and insurance contracts.
                                                                The group has adopted the amendment for the first time in
• Contingent liabilities of the acquiree to only be included
                                                                the 2010 annual financial statements.
   in the net identifiable assets when there is a present                                                                         43
     2. neW standards and interpretations (Cont)                   adjustment may be made to goodwill for information outside
     The adoption of this amendment has not had a material         of the measurement period.
     impact on the results of the company, but has resulted in     The effective date of the amendment is for years beginning
     more disclosure than would have previously been provided      on or after 01 July 2009.
     in the annual financial statements.
                                                                   The group has adopted the amendment for the first time in
     ias 28 investments in assoCiates:                             the 2010 annual financial statements.
     Consequential amendments due to ias
     27 (amended) Consolidated and separate                        The adoption of this amendment has not had a material
     finanCial statements                                          impact on the results of the company, but has resulted in
     When an investment in an associate is reduced but             more disclosure than would have previously been provided
     significant influence is retained, a proportionate share of   in the annual financial statements.
     other comprehensive income must be reclassified to profit
     or loss.                                                      ias 39 finanCial instruments: reCognition
                                                                   and measurement - amendments for eligiBle
     The effective date of the amendment is for years beginning    hedged items
     on or after 01 July 2009.                                     The amendment provides clarification on two hedge
                                                                   accounting issues:
     The group has adopted the amendment for the first time in     •   Inflation in a financial hedged item and
     the 2010 annual financial statements.                         •   A one sided risk in a hedged item.


     The adoption of this amendment has not had a material         The adoption of this amendment has not had a material
     impact on the results of the company, but has resulted in     impact on the results of the company, but has resulted in
     more disclosure than would have previously been provided      more disclosure than would have previously been provided
     in the annual financial statements.                           in the annual financial statements.


     ias 12 inCome taxes – Consequential                           2009 annual improvements proJeCt:
     amendments due to ias 27 (amended)                            amendments to ifrs 8 operating segments
     Consolidated and separate finanCial                           Entities are only required to report segment assets if they are
     statements                                                    regularly reported to the chief operating decision maker.
     The amendment is as a result of amendments to IAS 27
     (AC 132) Consolidate and Separate Financial Statements.       The effective date of the amendment is for years beginning
     The amendment refers to situations where a subsidiary, on     on or after 01 January 2010.
     acquisition date, did not recognise a deferred tax asset in
     relation to deductible temporary differences, because, for    The group has adopted the amendment for the first time in
     example, there may not have been sufficient future taxable    the 2010 annual financial statements.
     profits against which to utilise the deductible temporary
     differences. If the deferred tax asset subsequently becomes   The adoption of this amendment has not had a material
     recognisable, the amendment now requires that the deferred    impact on the results of the company, but has resulted in
     tax asset should be recognised against goodwill (and profit   more disclosure than would have previously been provided
     or loss to the extent that it exceeds goodwill), only if it   in the annual financial statements.
     results from information in the measurement period about
     circumstances that existed at acquisition date. No
44
2009 annual improvements proJeCt:                               land be assessed in the same manner as for all leases.
amendments to ias 1 presentation of                             The amendment is to be applied retrospectively, unless the
finanCial statements                                            information is not available. In these cases, existing leases
The amendment clarifies that a liability which could, at the    shall be reconsidered based on facts and circumstances
option of the counterparty, result in its settlement by the     existing at the date of adoption of the amendment. The lease
issue equity instruments, does not affect its classification    asset and lease liability shall, in these cases be recognised
as current or non-current.                                      at their fair values on that date, with any difference in those
                                                                fair values recognised in retained earnings.
The effective date of the amendment is for years beginning
on or after 01 January 2010.                                    The effective date of the amendment is for years beginning
                                                                on or after 01 January 2010.
The group has adopted the amendment for the first time in
the 2010 annual financial statements.                           The group has adopted the amendment for the first time in
                                                                the 2010 annual financial statements.
The adoption of this amendment has not had a material
impact on the results of the company, but has resulted in       The adoption of this amendment has not had a material
more disclosure than would have previously been provided        impact on the results of the company, but has resulted in
in the annual financial statements.                             more disclosure than would have previously been provided
                                                                in the annual financial statements.
2009 annual improvements proJeCt:
amendments to ias 7 statement of Cash                           2009 annual improvements proJeCt:
floWs                                                           amendments to ias 18 revenue
The amendment provides that expenditure may only                The amendment provides additional guidance in the
be classified as ‘cash flows from investing activities’ if it   determination of whether an entity is acting as an agent or
resulted in the recognition of an asset on the statement of     principal in a revenue transaction.
financial position.
                                                                The effective date of the amendment is for years beginning
The effective date of the amendment is for years beginning      on or after 01 June 2009.
on or after 01 January 2010.
                                                                The group has adopted the amendment for the first time in
The group has adopted the amendment for the first time in       the 2010 annual financial statements.
the 2010 annual financial statements.
                                                                The adoption of this amendment has not had a material
The adoption of this amendment has not had a material           impact on the results of the company, but has resulted in
impact on the results of the company, but has resulted in       more disclosure than would have previously been provided
more disclosure than would have previously been provided        in the annual financial statements.
in the annual financial statements.
                                                                2009 annual improvements proJeCt:
2009 annual improvements proJeCt:                               amendments to ias 36 impairment of assets
amendments to ias 17 leases                                     The amendment now requires that, for the purpose of
The amendment removes the guidance that leases of land,         goodwill testing, each group of units to which goodwill is
where title does not transfer, are operating leases. The        allocated shall not be larger than an operating segment
amendment therefore requires that lease classification for      as defined in paragraph 5 of IFRS 8 (AC 145) Operating
                                                                                                                                  45
     Segments. Thus the determination is now required to be           The adoption of this amendment has not had a material
     made before operating segments are aggregated.                   impact on the results of the company, but has resulted in
                                                                      more disclosure than would have previously been provided
     The effective date of the amendment is for years beginning       in the annual financial statements.
     on or after 01 January 2010.
                                                                      ifrs 9 finanCial instruments
     The group has adopted the amendment for the first time in        This new standard is the first phase of a three phase project
     the 2010 annual financial statements.                            to replace IAS 39 Financial Instruments: Recognition and
                                                                      Measurement.      Phase one deals with the classification
     The adoption of this amendment has not had a material            and measurement of financial assets. The following are
     impact on the results of the company, but has resulted in        changes from
     more disclosure than would have previously been provided         the classification and measurement rules of IAS 39:
     in the annual financial statements.                              •   Financial   assets    will   be     categorised   as   those
                                                                          subsequently measured at fair value or at amortised
     2009 annual improvements proJeCt:                                    cost.
     amendments to ias 38 intangiBle assets                           •   Financial assets at amortised cost are those financial
                                                                          assets where the business model for managing the
     The amendment provides guidance on the measurement of                assets is to hold the assets to collect contractual cash
     intangible assets acquired in a business combination.                flows (where the contractual cash flows represent
                                                                          payments of principal and interest only). All stands held
     2009 annual improvements proJeCt:                                    for trading are to be subsequently measured at fair
     amendments to ias 39 finanCial                                       value.
     instruments: reCognition and measurement                         •   Under certain circumstances, financial assets may be
     In terms of the amendment, forward contracts to buy or               designated as at fair value
     sell an acquiree that will result in a business combination      •   For hybrid contracts, where the host contract is
     in the future, are only exempt from the Standard if the term         within the scope of IFRS 9, then the whole instrument
     of the contract does not exceed that which is reasonably             is classified in accordance with IFRS 9, without separation
     necessary to obtain the required approval and complete the           of the embedded derivative. In other circumstances, the
     transaction. The amendment further clarifies that in a cash          provisions of IAS 39 still apply.
     flow hedge of a forecast transaction, gains or losses should     •   Voluntary reclassification of financial assets is prohibited.
     be reclassified from equity to profit or loss in the period in       Financial assets shall be reclassified if the entity
     which the hedged forecast cash flow affects profit or loss.          changes its business model for the management of
     The amendment also clarifies that a prepayment option is             financial assets. In such circumstances, reclassification
     not closely related to the host contract unless the exercise         takes place prospectively from the beginning of the first
     price is approximately equal to the present value of the lost        reporting period after the date of change of the business
     interest for the remaining term of the host contract.                model.
                                                                      •   Investments in equity instruments may be measured at
     The effective date of the amendment is for years beginning           fair value through . When such an election is made, it
     on or after 01 January 2010.                                         may not subsequently be revoked, and gains or losses
                                                                          accumulated in equity are not recycled to profit or loss
     The group has adopted the amendment for the first time in            on derecognition of the investment. The election may be
     the 2010 annual financial statements.                                made per individual investment.
                                                                      •   FRS 9 does not allow for investments in equity instruments
46
    to be measured at cost under any circumstances.                 time in the 2011 annual financial statements.


The effective date of the standard is for years beginning on        The company is unable to reliably estimate the impact of
or after 01 January 2013.                                           the amendment on the annual financial statements.


The group expects to adopt the standard for the first time in       ias 32 finanCial instruments: presentation
the 2013 annual financial statements.                               amendment: ClassifiCation of rights issues
                                                                    The amendment provides that rights, options or warrants to
The company is unable to reliably estimate the impact of            acquire a fixed number of the entity’s own equity instruments
the standard on the annual financial statements.                    for a fixed amount of any currency are equity instruments
                                                                    if the entity offers the rights, options or warrants pro rata to
ias 24 related partY disClosures (revised)                          all of its existing owners of the same class of its own non-
The revisions to IAS 24 include a clarification of the definition   derivative equity instruments.
of a related party as well as providing a partial exemption
for related party disclosures between government-related            The effective date of the amendment is for years beginning
entities.                                                           on or after 01 February 2010.


In terms of the definition, the revision clarifies that joint       The group expects to adopt the amendment for the first
ventures or associates of the same third party are related          time in the 2011 annual financial statements.
parties of each other. To this end, an associate includes its
subsidiaries and a joint venture includes its subsidiaries.         The adoption of this amendment is not expected to impact
                                                                    on the results of the company, but may result in more
The partial exemption applies to related party transactions         disclosure than is currently provided in the annual financial
and outstanding balances with a government which controls,          statements.
jointly controls or significantly influences the reporting
entity as well as to transactions or outstanding balances
with another entity which is controlled, jointly controlled or
significantly influenced by the same government. In such
circumstances, the entity is exempt from the disclosure
requirements of paragraph 18 of IAS 24 and is required
only to disclose:
•   The name of the government and nature of the
    relationship
•   Information about the nature and amount of each
    individually significant transaction and a quantitative or
    qualitative indication of the extent of collectively
    significant transactions. Such information is required in
    sufficient detail to allow users to understand the effect.


The effective date of the amendment is for years beginning
on or after 01 January 2011.


The group expects to adopt the amendment for the first
                                                                                                                                       47
     3. investment propertY

     Group                                                                2010                                               2009
                                                             Cost /    Accumulated            Carrying          Cost /    Accumulated             Carrying
                                                           Valuation   depreciation            Value          Valuation   depreciation             Value
     Investment property                                   115,227,499              -        115,227,499      114,448,516              -         114,448,516

     Group                                                                                                                       2008
                                                                                                                Cost /        Accumulated        Carrying
                                                                                                              Valuation       depreciation        Value
     Investment property                                                                                       78,649,987                    -   78,649,987

     reConCiliation of investment propertY - group - 2010

                                                           Opening          Additions         Additions       Disposals        Fair Value           Total
                                                           Balance                            resulting                       Adjustments
                                                                                                from
                                                                                             capitalised
                                                                                             subsequent
                                                                                             expenditure
     Investment property                                   114,448,516         4,601,455           59,302      (6,614,912)         2,733,138     115,227,499

     reConCiliation of investment propertY - group - 2009

                                                         Opening Bal-       Additions         Disposals       Transfers        Fair Value           Total
                                                            ance                                                              Adjustments
     Investment property                                   78,649,987         61,139,166     (23,176,937)      (6,697,332)        4,533,632      114,448,516

     reConCiliation of investment propertY - group - 2008

                                                                             Opening          Additions       Transfers        Fair Value           Total
                                                                             Balance                                          Adjustments
                                                                              24,281,764       38,793,985      (9,264,580)       24,838,818       78,649,987

     Pledged as security

     Investment property amounting to R 115,227,499 (2009: R 114,448,516) (2008: R 78,649,987) has been pledged as security.

     A register containing the information required by paragraph 22(3) of Schedule 4 of the Companies Act is available for inspection at the registered office
     of the company.




48
4. propertY, plant and equipment

Group                                                      2010                                         2009
                                           Cost /      Accumulated      Carrying       Cost /       Accumulated       Carrying
                                          Valuation    depreciation      Value        Valuation     depreciation       Value
Buildings                                 12,350,000                -   12,350,000    14,250,000                 -    14,250,000
Plant and machinery                          815,875       (444,740)       371,135       862,043        (395,909)        466,134
Furniture and fixtures                       744,658       (331,663)       412,995       977,044        (494,492)        482,552
Motor vehicles                             5,227,101     (4,832,716)       394,385     5,643,356      (4,335,805)      1,307,551
Office equipment                             505,771       (219,961)       285,810       601,010        (217,348)        383,662
Computer equipment                           879,952       (756,022)       123,930     1,181,841        (958,161)        223,680
Computer software                            821,038       (803,763)        17,275       848,322        (712,222)        136,100
Leasehold improvements                        76,393        (76,393)             -       176,149         (99,756)         76,393
Other assets                                  33,634         (4,292)        29,342              -                -             -
Total                                     21,454,422     (7,469,550)    13,984,872    24,539,765      (7,213,693)     17,326,072

Group                                                                                                   2008
                                                                                       Cost /       Accumulated       Carrying
                                                                                      Valuation     depreciation       Value
Buildings                                                                             14,250,000                 -    14,250,000
Plant and machinery                                                                      821,092        (304,646)        516,446
Furniture and fixtures                                                                   977,044        (342,983)        634,061
Motor vehicles                                                                         6,099,938      (4,035,075)      2,064,863
Office equipment                                                                         545,693        (129,197)        416,496
Computer equipment                                                                     1,149,956         (719,063)       430,893
Computer software                                                                        848,322         (485,113)       363,209
Leasehold improvements                                                                   154,517          (24,723)       129,794
Other assets                                                                                   -                 -             -
Total                                                                                 24,846,562       (6,040,800)    18,805,762

reConCiliation of propertY, plant and equipment - group - 2010

                             Opening      Additions      Additions      Disposals     Transfers     Depreciation       Total
                             Balance                      through
                                                         business
                                                       combinations
Buildings                    14,250,000            -                -             -   (1,900,000)                 -   12,350,000
Plant and machinery             466,134       42,593                -      (45,380)             -         (92,212)       371,135
Furniture and fixtures          482,552      318,501          19,826      (302,460)             -        (105,424)       412,995
Motor vehicles                1,307,551       67,588                -     (345,592)             -        (635,162)       394,385
Office equipment                383,662       93,837                -      (63,132)      (47,438)          (81,119)      285,810
Computer equipment              223,680      137,118            2,202      (96,325)      (16,838)        (125,907)       123,930
Computer software               136,100       11,205                -             -             -        (130,030)        17,275
Leasehold improvements           76,393            -                -             -      (76,393)                 -
Other assets                          -       33,634                -             -             -           (4,292)       29,342
                             17,326,072      704,476          22,028      (852,889)   (2,040,669)      (1,174,146)    13,984,872




                                                                                                                                   49
     4. propertY, plant and equipment (Cont)

     reConCiliation of propertY, plant and equipment - group - 2009

                                                                                   Opening Additions         Dispos-      Deprecia-        Total
                                                                                   Balance                     als          tion
     Buildings                                                                    14,250,000        -                -             -     14,250,000
     Plant and machinery                                                             516,446  51,477           (8,353)      (93,436)        466,134
     Furniture and fixtures                                                          634,061           -             -      (151,509)       482,552
     Motor vehicles                                                                2,064,863     515,776     (211,780)    (1,061,308)     1,307,551
     Office equipment                                                                416,496      55,317             -       (88,151)       383,662
     Computer equipment                                                              430,893      69,809      (31,671)      (245,351)       223,680
     Computer software                                                               363,209           -             -      (227,109)       136,100
     Leasehold improvements                                                          129,794      21,632             -       (75,033)        76,393
                                                                                  18,805,762     714,011     (251,804)    (1,941,897)    17,326,072

     reConCiliation of propertY, plant and equipment - group - 2008

                               Opening      Additions    Additions Dispos-        Transfers     Revalua-      Other       Deprecia-        Total
                               Balance                    through        als                     tions       changes,       tion
                                                         business                                             move-
                                                         combina-                                             ments
                                                            tions
     Buildings                    246,448    1,900,000              -         -     9,393,552    2,710,000            -              -    14,250,000
     Plant and machinery          588,460       17,810              -         -             -            -            -       (89,824)       516,446
     Furniture and fixtures       364,716      103,429       280,323          -             -            -            -      (114,407)       634,061
     Motor vehicles             3,473,835      197,769              - (179,318)             -            -            -    (1,427,423)     2,064,863
     Office equipment             242,922      208,405         73,673         -             -            -            -      (108,504)       416,496
     Computer equipment           322,439      278,281        86,055          -             -            -      (2,597)      (253,285)       430,893
     Computer software            270,943      264,531          1,984   (1,984)             -            -            -      (172,265)       363,209
     Leasehold improvements             -      154,517              -         -             -            -            -       (24,723)       129,794
                                5,509,763    3,124,742       442,035 (181,302)      9,393,552    2,710,000      (2,597)    (2,190,431)    18,805,762




50
4. propertY, plant and equipment (Cont)

Pledged as security

Carrying value of assets pledged as security:

Motor vehicles amounting to R 394,385 (2009: R1,307,551) (2008: R 2,064,863 ) are encumbered as per note .

Assets subject to finance lease (Net carrying amount)

Motor vehicles                                            394,385         1,307,551        2,064,863                 -                 -                -
Leasehold improvements                                          -            76,393          129,794                 -                 -                -
                                                          394,385         1,383,944        2,194,657                 -                 -                -

A register containing the information required by paragraph 22(3) of Schedule 4 of the Companies Act is available for inspection at the registered office
of the company.

5. goodWill


Group                                                                     2010                                               2009
                                                         Cost         Accumulated         Carrying          Cost         Accumulated         Carrying
                                                                       impairment          Value                          impairment          Value
Goodwill                                                7,603,080                 -        7,603,080       4,693,773                 -        4,693,773

Group                                                                                                                        2008
                                                                                                            Cost         Accumulated         Carrying
                                                                                                                          impairment          Value
Goodwill                                                                                                   4,793,773                 -        4,793,773

reConCiliation of goodWill - group - 2010

                                                                                                          Opening          Additions      Total
                                                                                                          Balance           through
                                                                                                                            business
                                                                                                                         combinations
Goodwill                                                                                                4,693,773        2,909,307    7,603,080

reConCiliation of goodWill - group - 2009

                                                                                                          Opening         Impairment           Total
                                                                                                          Balance            loss
Goodwill                                                                                                4,793,773        (100,000)         4,693,773

reConCiliation of goodWill - group - 2008

                                                                        Opening         Additions          Subse-           Other              Total
                                                                        balance           through          quently         changes
                                                                                         business        recognised
                                                                                         combina-        deferred tax
                                                                                            tions
Goodwill                                                             230,980           6,546,366        (230,980)        (1,752,593)       4,793,773




                                                                                                                                                            51
                                                                          GROUP                                             COMPANY
                                                           2010            2009               2008           2010             2009                 2008
                                                            R               R                  R              R                R                    R


     6. investments in suBsidiaries

     Name of company                                    % holding        % holding          % holding      Carrying         Carrying              Carrying
                                                          2010             2009               2008         amount          amount 2009            amount
                                                                                                            2010                                   2008
     RBA Development (KZN) (Pty) Ltd                        75.00 %          75.00 %                -%             90                     90               -
     RBA Development (JHB) (Pty) Ltd                        93.50 %         100.00 %          100.00%              94                    100             100
     RBA Development (Tshwane) (Pty) Ltd                   100.00 %          75.00 %           75.00%             100                     75              75
     RBA Building Projects (Pty) Ltd                        51.00 %          63.00 %           58.00 %            102                     76              70
     YBR Architechts (Pty) Ltd                              40.00 %          40.00 %           40.00%              48                     48               -
     RBA Lifestyle Property Developments (Pty) Ltd         100.00 %          50.00 %           50.00%             100                     50              50
     RBA Central (Pty) Ltd                                 100.00 %          50.00 %           50.00%             120                     60              60
     Tsimpilo Trading 83 (Pty) Ltd                         100.00 %         100.00 %                -%            100                    100               -
     Labohlano Trading 63 (Pty) Ltd                        100.00 %          50.00 %                -%            100                     50               -
     Siweziwe Property Holdings (Pty) Ltd                  100.00 %          76.00 %           76.00%             100                     76              76
     RBA Developments (Polokwane) (Pty) Ltd %                   -%           72.00 %           72.00%               -                410,702         410,702
     RBA Executive Homes (Pty) Ltd                              -%           60.00 %           60.00%               -                609,054         609,054
     Propin (Pty) Ltd                                      100.00 %          50.00 %           50.00%             120                     60              60
     Groundbase Prof Develop Services (Pty) Ltd             87.00 %          87.00 %           87.00%             104                    104             104
     Gemini Moon Trading 314 (Pty) Ltd                      51.00 %              -%                 -%            374                      -               -
     RBA Tshwane Sales (Pty) Ltd                           100.00 %              -%                 -%            120                      -               -
     RBA Wet Works (Pty) Ltd                               100.00 %              -%                 -%            120                      -               -
     Home Loan Protection Services (Pty) Ltd                60.00 %          60.00 %           60.00 %             60                     60              60
     Origin Better Bond Company (Pty) Ltd                  100.00 %          75.00 %            75.00%            120                     90              90
     Sunnyshore Trade and Invest 105 (Pty) Ltd                   -%               -%             100%                -                     -             120
                                                                                                                1,972            1,020,795         1,020,621

     The carrying amounts of subsidiaries are shown net of impairment losses.


     7. investments in assoCiates


     Name of company             Listed /    % hold-    % hold-      % hold-    Carrying      Carrying    Carrying        Fair          Fair         Fair
                                    Un-     ing 2010   ing 2009     ing 2008    amount        amount      amount         Value         Value        Value
                                  listed                                         2010          2009        2008          2010          2009         2008
     Gemini Moon                             51.00 %     30.00 %      30.00 %           -            24         72               -    7,971,867     6860672
     Trading 314 (Pty) Ltd
     Orion Properties 38 (Pty)               20.00 %     20.00 %      20.00 %          36            36         36           36       (978,039)    1,157,516
     Ltd
                                                                                       36            60        108           36       6,993,828    8,018,188


     The carrying amounts of Associates are shown net of impairment losses. During the year, Gemini Moon Trading 314 (Pty) Ltd became a
     subsidiary. Loan to associate was reclassified to Other financial Liabilities




52
                                                                        GROUP                                         COMPANY
                                                         2010            2009            2008           2010            2009              2008
                                                          R               R               R              R               R                 R


8. loans to (from) group Companies

suBsidiaries

Name of company                                        % holding       % holding       % holding       Carrying       Carrying          Carrying
                                                         2010            2009            2008          amount        amount 2009        amount
                                                                                                         2010                             2008
RBA Developments (Johannesburg) (Pty) Ltd                          -               -               -   31,664,132       30,336,461      30,558,353
RBA Developments (Polokwane) (Pty) Ltd                             -               -               -    (230,980)        (230,980)       (230,980)
                                                                   -               -               -   31,433,152       30,105,481      30,327,373

The loans are interest free and have no fixed repayment terms.

Current assets                                                     -               -               -   31,664,132       30,336,461      30,558,353
Current liabilities                                                -               -               -    (230,980)        (230,980)       (230,980)
                                                                   -               -               -   31,433,152       30,105,481      30,327,373


 9. stands held for trading


Held for trading
Total land and buildings held for trading              112,043,767      86,176,824     64,235,721                -                 -                  -
Non-current assets
Land and buildings held for trading                      8,432,811      10,374,223      8,504,131                -                 -                  -
Current assets
Land and buildings held for trading                    103,610,956      75,802,601     55,731,590                -                 -                  -
                                                       112,043,767      86,176,824     64,235,721                -                 -                  -

10. deferred tax

deferred tax asset

Originating from temporary differences                 (11,323,269)     (1,782,870)    (3,628,489)               -                 -                  -
Revaluation, net of related depreciation                          -               -    (4,182,192)               -                 -                  -
Tax losses available for set off against future tax-     13,254,179       3,708,008      8,905,674               -                 -                  -
able income
                                                         1,930,910       1,925,138      1,094,993                -                 -                  -

11. deposits for land and stand alloCations

These deposits reflect monies held by attorneys and land and infrastructure developers for the securing of acquisition of land.
Short term deposits for land and stand allocations are deposits made, where the underlying stands are expected to transfer in a period of 18 months
after year end. Long term deposits are for stands expected to transfer in a longer time.




                                                                                                                                                          53
                                                                              GROUP                                             COMPANY
                                                              2010             2009              2008             2010            2009               2008
                                                               R                R                 R                R               R                  R


     12. loans to rBa emploYees share trust

     The RBA employee share trust was established as part of the group’s listing on the JSE in September 2007 for the benefit of RBA’s employees. A
     loan of R3,000,000 was granted to the trust to purchase shares at the initial listing price of R1.00 per share. At the date of this report the shares held
     by the trust have not been issued to any employees.

     The loan was impaired by R1,500,000 during the 2008 financial year, and with a further R406,685 during 2009. The impairment of 2008 and 2009
     were reversed with the approval of the JSE

     13. inventories

     Raw materials, components                                  912,429           792,924          979,216                 -                 -                -

     14. ConstruCtion ContraCts and reCeivaBles

     ContraCts in progress at the end of the reporting period

     Construction contracts and receivables                 12,263,813          4,028,725      25,618,236                  -                 -                -

     Advances received in excess of work completed are included in trade and other payables.

     15. trade and other reCeivaBles

     Trade receivables                                      11,572,840          8,718,422       8,077,095                120            9,622                 -
     Employee costs in advance                               1,204,155            744,269       1,718,204                  -                -                 -
     Prepayments                                             1,136,596             81,991         935,530                  -                -                 -
     Deposits                                                  179,108                  -               -                  -                -                 -
     VAT                                                       388,455            318,157       3,500,852                  -                -                 -
     WBS Restaurant (Pty) Ltd                                    9,150              7,050           4,950                  -                -                 -
                                                            14,490,304          9,869,889      14,236,631                120            9,622                 -

     fair value of trade and other reCeivaBles

     Trade and other receivables                            14,490,304          9,869,889      14,236,631                  -                 -                -

     The fair value of trade and other receivables is the carrying amount thereof, because trade and other receivables are shown net of impairment losses
     which arise as a result of debtors where the recoveries of the debts are doubtful.

     16. Cash and Cash equivalents

     Cash and cash equivalents consist of:

     Cash on hand                                                 3,829                 -                -               -                  -                -
     Bank balances                                            4,999,802         1,270,737        1,033,181         344,851              1,504            2,144
     Trust accounts                                             831,487           774,896            1,119               -                  -                -
     Bank overdraft                                        (24,465,762)      (26,045,938)     (17,778,046)               -                  -                -
                                                           (18,630,644)      (24,000,305)     (16,743,746)         344,851              1,504            2,144

     Current assets                                           5,835,118         2,045,633        1,039,741         344,851              1,504            2,144
     Current liabilities                                   (24,465,762)      (26,045,938)     (17,783,487)               -                  -                -
                                                           (18,630,644)      (24,000,305)     (16,743,746)         344,851              1,504            2,144
54
                                                                              GROUP                                                    COMPANY
                                                             2010              2009               2008               2010                2009                2008
                                                              R                 R                  R                  R                   R                   R

17. share Capital

Authorised
750,000,000 Ordinary shares of 0.00001 cents                     7,500               7,500             7,500            7,500                 7,500              7,500
each

Unissued ordinary shares are under the control of the directors in terms of a resolution of members passed at the last annual general meeting. This
authority remains in force until the next annual general meeting.

Issued
Ordinary                                                        3,166               3,100            3,100              3,166                 3,100             3,100
Share premium                                              29,383,223          28,393,289       28,393,289         29,383,223            28,393,289        28,393,289
                                                           29,386,389          28,396,389       28,396,389         29,386,389            28,396,389        28,396,389

6,600,000 Additional shares were issued on the 17th December 2010 at R0.15 per share.
group share option sCheme
                                                                                      Exercise date         Exercise date             Exercise date          Total
Outstanding Options                                                                   within 1 year        from 2-5 years             after 5 years

Options with exercise price of R 0.17                                                      16,049,566              32,099,132                        -     48,148,698

Information on options granted during the year
On 15 December 2010, a total of 48,148,709 of the 60,000,000 ordinary shares available to the share incentive scheme were offered as share options as
follows:
-38,848,709 to minority shareholders of subsidiary companies in the group in order to absorb minority interests into the holding company, RBA; and
-9,300,000 to employees as discretionary options

Options are issued to staff members a the discretion of the board of directors. Exercise price is determined at the last sales price or if there was no sale, the
middle market price on the most recent trading day on the JSE immediately preceding the offer date as the option date, as the case may be. All options vest
over a period of three years at a vesting rate of 33,3% per annum. All options that are not exercised are forfeited back to the share trust. The offer of options
on 15 Dec 2010 had no effect in the 2010 financial year as they were only accepted in January 2011.

                           Options            Date           Expiry Date      Isssue Price        Options            Options             Number             Number
                           granted           granted                                             exercised         exercised in         of options         of options
                                                                                                 previously         the period           expired          issued and
                                                                                                                                                          not realsed
DK Wentzel                  1,034,410         15-Dec-10        15-Dec-10              R0.14                    -                  -                  -       1,034,410
BA Stegmann                   715,088         15-Dec-10        15-Dec-10              R0.14                                                                    715,088
JL Mortimer                   715,088         15-Dec-10        15-Dec-10              R0.14                                                                    715,088

18. other finanCial liaBilities

Held at amortised cost
Sectional Title Development Finance                        22,164,389         22,739,947        21,256,001                    -                       -              -
Sectional Title Development - Bridging Finance                      -          5,678,967         6,069,931                    -                       -              -
Acquisition of Land and Buildings                         141,613,334         96,417,300        56,671,288                    -                       -              -
Orion Properties (Pty) Ltd                                  1,026,632                  -                 -                    -                       -              -
                                                          164,804,355        124,836,214        83,997,220                    -                       -              -

These loans bear interest with rates varying from Prime -2 to Prime +2 and are repayable between 1 and 20 years.

In terms of the articles of association of the company, the directors may exercise all the powers of the company to borrow
money as they consider appropriate.

Non-current liabilities
At amortised cost                                         123,311,282          88,677,863       53,334,491                    -                       -              -

Current liabilities                                                                                                                                                      55
At amortised cost                                          41,493,073         36,158,351        30,662,729                    -                       -              -
                                                          164,804,355        124,836,214        83,997,220                    -                       -              -
                                                                          GROUP                                         COMPANY
                                                           2010            2009            2008            2010            2009             2008
                                                            R               R               R               R               R                R

     19. finanCe lease oBligation

     Minimum lease payments due
     - within one year                                      179,863          561,870         216,052                -                -              -
     - in second to fifth year inclusive                     58,017          163,201       1,670,791                -                -              -
     Present value of minimum lease payments                237,880          725,071       1,886,843                -                -              -

     Non-current liabilities                                 58,017          163,201       1,670,791                -                -              -
     Current liabilities                                    179,863          561,870         216,052                -                -              -
                                                            237,880          725,071       1,886,843                -                -              -

     It is group policy to purchase certain motor vehicles and equipment under hire purchase agreements. All purchases have fixed repayment terms and
     no arrangements have been entered into for contingent rent.


     20. provisions

     reConCiliation of provisions - group - 2010

                                                                                          Opening       Additions         Utilised          Total
                                                                                          balance                        during the
                                                                                                                           year
     Provision for Leave Pay                                                                 821,971        385,906         (917,857)        290,020

     reConCiliation of provisions - group - 2009

                                                                                          Opening       Additions         Utilised          Total
                                                                                          balance                        during the
                                                                                                                            year
     Provision for Leave Pay                                                               1,457,463        821,971       (1,457,463)        821,971

     reConCiliation of provisions - group - 2008

                                                                                          Opening       Additions         Utilised          Total
                                                                                          balance                        during the
                                                                                                                           year
     Provision for Leave Pay                                                                 508,183      1,457,463         (508,183)      1,457,463

     21. trade and other paYaBles

     Trade payables                                      19,551,684       11,700,705      14,172,948        368,144          258,251         179,739
     Amounts received in advance                            172,260          748,945               -              -                -               -
     VAT                                                  3,646,130        6,249,159       1,311,486              -                -               -
     Other accrued expenses                              22,067,801       14,893,439       2,350,052              -                -          56,340
     Deposits received                                      863,927          117,744         266,880              -                -               -
                                                         46,301,802       33,709,992      18,101,366        368,144          258,252         236,079

     22.revenue

     Construction contracts                              98,556,645       84,048,219    191,009,105                 -                -              -
     Rental Income                                       10,016,777                -              -                 -                -              -
56
                                                        108,573,422       84,048,219    191,009,105                 -                -              -
                                                                            GROUP                                    COMPANY
                                                           2010              2009          2008         2010           2009        2008
                                                            R                 R             R            R              R           R


23. operating (loss) profit

Operating (loss) profit for the year is stated after accounting for the following:

operating lease Charges
Premises
• Contractual amounts                                       901,369             647,852     710,030              -             -           -
Motor vehicles
• Contractual amounts                                       303,009                   -            -             -             -           -
Equipment
• Contractual amounts                                            902                  -           -              -             -           -
                                                          1,205,280             647,852     710,030              -             -           -
(Loss) profit on sale of property, plant and equip-         (50,727)            373,733         953              -             -           -
ment
(Loss) profit on sale of investment property               (458,812)            120,288            -             -             -           -
Profit on sale of deposits for land and stand                 42,352                  -            -             -             -           -
allocations
Impairment on goodwill                                             -           100,000     1,752,593             -             -           -
Impairment on intangible assets                                    -           500,000       359,607             -             -           -
Impairment on RBA employees share trust                  (1,906,685)           406,685     1,500,000   (1,906,685)             -           -
Depreciation on property, plant and equipment              1,236,929         1,941,897     2,190,431             -             -           -
Employee costs                                           33,317,308         36,220,408    38,069,065             -             -           -

fair value adJustments
Revaluation of investment properties                      2,733,138           2,379,880   24,838,818             -             -           -

24. investment revenue

interest revenue
Interest received                                           470,589             150,286     772,114              -             -           -
Dividend revenue                                                  -                   -           -              -             -   5,991,881

25. fair value adJustments

Investment property (Fair value model)                    2,733,138           4,968,592   24,838,818             -             -           -
Other financial assets                                            -           (434,960)      196,635             -             -           -
                                                          2,733,138           4,533,632   25,035,453             -             -           -


26. finanCe Costs

Non-current borrowings                                    7,716,210          5,878,864     2,178,603            -           -              -
Trade and other payables                                    264,066             55,711         2,757       10,892           -              -
Finance leases                                              231,238            782,166       980,981            -           -              -
Bank                                                      3,794,962          4,079,958     1,087,177        1,620         392
Other interest paid                                       2,008,205            854,906     1,044,468            -           -              -
                                                         14,014,681         11,651,605     5,293,986       12,512         392


                                                                                                                                               57
                                                                        GROUP                                       COMPANY
                                                           2010          2009            2008          2010           2009         2008
                                                            R             R               R             R              R            R


     27. taxation

     maJor Components of the tax inCome

     Current
     Local income tax - current period                       44,719        828,654      8,559,049               -             -             -
     Local income tax - recognised in current tax for             -     (1,033,611)             -               -             -             -
     prior periods
     STC                                                          -              -        798,918               -             -             -
                                                             44,719      (204,957)      9,357,967               -             -             -
     Deferred
     Originating and reversing temporary differences       4,669,919       (42,117)    (2,002,353)              -             -             -
     Changes in tax rates                                          -              -         24,231              -             -             -
     Arising from previously unrecognised tax loss /     (6,092,145)       (13,077)    (2,548,486)              -             -             -
     tax credit / temporary difference
     Benefit of unrecognised tax loss / tax credit /               -     (774,960)     (6,779,076)              -             -             -
     temporary difference used to reduce deferred tax
     expense
                                                         (1,422,226)     (830,154)    (11,305,684)              -             -             -
                                                         (1,377,507)    (1,035,111)    (1,947,717)              -             -             -


      28. auditors’ remuneration


     Fees                                                 1,240,863        933,921      1,008,886        410,339       215,928       162,996

     29. Cash (used in) generated from operations

     (Loss) profit before taxation                      (23,375,601)   (37,439,504)    23,637,064      1,449,481      (640,408)    4,217,779
     Adjustments for:
     Depreciation and amortisation                         1,236,929      1,941,897      2,190,431              -            -              -
     Loss (profit) on sale of assets                         467,187      (494,021)          (953)              -            -              -
     Income from equity accounted investments                 48,522        486,764      1,761,605              -            -              -
     Dividends received                                            -              -              -              -            -    (5,991,881)
     Investment income                                     (470,589)      (150,286)      (772,114)              -            -              -
     Finance costs                                       14,014,681      11,651,605      5,293,986         12,512          392
     Fair value adjustments                              (2,733,138)    (4,533,632)   (25,035,453)              -            -             -
     Impairment (reversals) loss                         (1,906,685)        906,685      3,612,200    (1,906,685)      406,685     1,500,000
     Movements in provisions                               (531,951)      (635,492)        949,280              -            -             -
     Other non-cash items                                          -              -         52,159              -            -             -
     Changes in working capital:
     Inventories                                           (119,505)       186,292          (9,023)            -              -             -
     Trade and other receivables                         (4,563,051)     4,309,380     (7,647,514)         9,502              -             -
     Prepayments                                                   -             -       3,181,627             -              -             -
     Construction contracts and receivables              (6,157,106)    18,429,939       9,772,629             -              -             -
     Trade and other payables                             12,591,609    15,608,626      11,486,789       109,892         12,570      236,079
                                                        (11,498,698)    10,268,253     28,472,713      (325,298)      (220,761)      (38,023)


58
                                                                          GROUP                                           COMPANY
                                                         2010              2009            2008            2010             2009            2008
                                                          R                 R               R               R                R               R

30. tax paid

Balance at beginning of the year                        (6,489,990)       (6,808,959)    (3,628,524)              -                 -              -
Current tax for the year recognised in profit or           (44,719)           204,957    (9,477,018)              -                 -              -
loss
Balance at end of the year                               6,518,840         6,489,990       6,808,959              -                 -              -
                                                           (15,869)        (114,012)     (6,296,583)              -                 -              -

31. dividends paid

Minorities’ share of dividends paid by subsidiary   -                 -                 (1,997,294)    -              -                 -
company

32. related parties

relationships
Subsidiaries of RBA Holdings Ltd:                   RBA Development (Jhb) Pty Ltd
                                                    Groundbase Professional Land Development Services (Pty) Ltd
                                                    Home Loan Protection Services (Pty) Ltd
                                                    Origin Better Bond Company (Pty) Ltd
                                                    Proprin (Pty) Ltd T/A RBA Maintenance
                                                    RBA Building Projects (Pty) Ltd
                                                    RBA Central (Pty) Ltd
                                                    RBA Developments (KZN) (Pty) Ltd
                                                    RBA Developments (Tshwane) (Pty) Ltd
                                                    Siweziwe Property Holdings (Pty) Ltd
                                                    YBR Architects (Pty) Ltd
                                                    RBA Homes (Pty) Ltd
                                                    RBA Tshwane Sales (Pty) Ltd
Other companies in the group (subsidiaries of
RBA Holdings Ltd’s subsidiaries):
                                                    Evening Star Trading 819 (Pty) Ltd
                                                    Evening Star Trading 820 (Pty) Ltd
                                                    Fireball Trade & Invest 11 (Pty) Ltd T/A Pam Golding Tembisa
                                                    Golden Falls Trading 629 (Pty) Ltd
                                                    Golden Falls Trading 630 (Pty) Ltd
                                                    Mobius (Eastern Cape) (Pty) Ltd T/A Pam Golding Jhb South
                                                    Parkershill Trading (Pty) Ltd T/A Pam Golding Roodepoort
                                                    Picture Perfect Trading 203 (Pty) Ltd
                                                    Akula Trading 211 (Pty) Ltd
                                                    RBA Wetworks (Pty) Ltd
                                                    Sign & Seal Trading 190 (Pty) Ltd T/A Pam Golding Roodepoort North
                                                    Sunnyshore Trade & Invest 103 (Pty) Ltd
                                                    Sunnyshore Trade & Invest 105 (Pty) Ltd
                                                    Taboo Trading 140 (Pty) Ltd
                                                    Tsimpilo Trading 83 (Pty) Ltd
                                                    RBA Development (Polokwane) Pty Ltd
                                                    RBA Executive Homes (Pty) Ltd
                                                    Lebohlano Trading (Pty) Ltd
                                                    Brodsky Trading (Pty) Ltd
                                                    HAIB Systems Trading
Associates of RBA Holdings Ltd:                                                                                                                        59
                                                    Orion Properties 38 (Pty) Ltd
     Related party balances

     Loan accounts - Owing (to) by related parties
     RBA Developments (Johannesburg) (Pty) Ltd           -              -                 -               31,664,132       30,336,461       30,558,353
     RBA Developments (Polokwane) (Pty) Ltd             -               -                 -               (230,980)       (230,980)         (230,980)

     Related party transactions

     Transactions of the following nature took place between various group companies during the year:
     - Provision of construction related services
     - Provision of real estate sales services
     - Provision of architectural services
     - Provision of engineering and land development services
     - Provision of property maintenance services
     - Management fees
     - Rental of assets between group companies
     - Use of intergroup personnel
     - Interest on intergroup loans

     All intergroup transactions are concluded at arm’s length based on current market rates. Outstanding intergroup balances at year end are unsecured,
     carry interest at prime and have no fixed terms of repayment. Key management personnel comprise only the executive directors. Directors interest in
     share capital has been disclosed in the annual report shareholder analysis and directors’ remuneration is disclosed in note 33. The directors have no
     other interests in contracts conducted by the group.

     33. direCtors’ emoluments

     exeCutive

     2010                                                                                                         Basic            Bonus            Total
     DK Wentzel                                                                                               2,026,896                -        2,026,896
     BA Stegmann                                                                                              1,323,174                -        1,323,174
     JL Mortimer                                                                                              1,329,541                -        1,329,541
     GS Warren                                                                                                  101,957                -          101,957
     RF Eksteen                                                                                                 126,824                -          126,824
     DF Esterhuyse                                                                                              126,824                -          126,824
                                                                                                              5,035,216                -        5,035,216

     2009                                                                                                         Basic            Bonus            Total
     DK Wentzel                                                                                               1,687,174                -        1,687,174
     BA Stegmann                                                                                                532,777                -          532,777
     JL Mortimer                                                                                              1,033,567                -        1,033,567
     GS Warren                                                                                                  707,914                -          707,914
     RF Eksteen                                                                                                 699,780                -          699,780
     DF Esterhuyse                                                                                              754,676                -          754,676
                                                                                                              5,415,888                -        5,415,888

     2008                                                                                                         Basic            Bonus            Total
     DK Wentzel                                                                                               1,743,264                -        1,743,264
     BA Stegmann                                                                                              1,330,798                -        1,330,798
     JL Mortimer                                                                                              1,288,321                -        1,288,321
     GS Warren                                                                                                  841,058                -          841,058
     RF Eksteen                                                                                               1,076,715                -        1,076,715
     DF Esterhuyse                                                                                              851,594                -          851,594
                                                                                                              7,131,750                -        7,131,750



60
non-exeCutive

2010                                                                                                                 Directors fees            Total
L Theron                                                                                                                    118,000         118,000
LA Thondi                                                                                                                    74,000          74,000
                                                                                                                            192,000         192,000


2009                                                                                                                 Directors fees            Total
L Theron                                                                                                                    79,750            79,750
LA Thondi                                                                                                                   47,500            47,500
                                                                                                                            127,250         127,250


2008                                                                                                                 Directors fees            Total
L Theron                                                                                                                     77,000          77,000
LA Thondi                                                                                                                    35,000          35,000
                                                                                                                            112,000         112,000


34. Comparative figures

Certain comparative figures have been reclassified:
- Deposits of (2008: R122,186) were previously shown as Deposits under Trade And Other Receivables, and are now shown under Deposits For
  Land And Stand Allocations on the face of the Statement Of Financial Position.

- An amount of R1,005,236 in 2008 was previously shown under Inventories, and is now shown under Stands Held For Trading (current).

- Accounts amounting to R1,924,451 (2008) were previously shown under Revenue - Rental Income, and are now shown under Revenue -
  Construction contracts.

- Accounts amounting to R549,361 in 2008 were previously shown as part of Other Income, and are now shown under Revenue - Construction
  contracts.

- Fair value adjustments amounting to R25,035,453 (2008) were previously shown as part of Other Income on the Statement of Comprehensive
  Income, and are now shown separately.

There has been a restatement for 2009 and 2008 annual results. This relates to auditors’ recommend journal entries that were affected on subsidiary
level, but not included in the consolidation of the group financial statements. The subsidiary level journal entries are as follows:

1. Fair value adjustments to Investment Properties
2. Deffered tax asset and liabilities
3. Realisation of revaluation reserve
4. Reversal of finance costs
5. Additional operating expenses

A further restatements was required for the movement in the loan account subsidiary level that was incorrectly capatalised to the investment account.

The above restatements had the following effect on the 2008 and 2009 Financial Statements.




                                                                                                                                                        61
                                                                                   GROUP                                                COMPANY
                                                                  2010              2009               2008              2010             2009               2008
                                                                   R                 R                  R                 R                R                  R


      Statement of Financial Position
      Investments in Associates                                             -         1,248,479        1,248,479                  -                   -                -
      Deffered taxation                                                     -         1,652,873        2,015,792                  -                   -                -
      Investment Property                                                   -         2,588,712                -                  -                   -                -
      Other financial liabilities                                           -       (1,029,493)                -                  -                   -                -
      Revaluation reserve                                                   -           (57,152)               -                  -                   -                -
      Retained Income                                                       -         6,518,612        3,263,843                  -                   -                -

      Statement of Comprehensive Income
      Deffered taxation                                                     -        (362,420)         2,015,792                  -                   -                -
      Reversal of Finance Cost                                              -        1,029,493                 -                  -                   -                -
      Fair Value Adjustments                                                -        2,588,712                 -                  -                   -                -
      Additional operating expenses                                         -          (57,152)                -                  -                   -                -

     35. risk management

     Capital risk management
     The group’s objectives when managing capital are to safeguard the group’s ability to continue as a going concern in order to provide returns for share-
     holders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

     The capital structure of the group consists of debt, which includes the borrowings (excluding derivative financial liabilities) disclosed in notes , 8, , 19,
     18, cash and cash equivalents disclosed in note 16, and equity as disclosed in the statement of financial position.

     In order to maintain or adjust the capital structure, the group may adjust the amount of dividends paid to shareholders, return capital to shareholders,
     issue new shares or sell assets to reduce debt.

     Consistent with others in the industry, the group monitors capital on the basis of the gearing ratio.

     This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including ‘current and non-current borrowings’ as
     shown in the statement of financial position) less cash and cash equivalents. Total capital is calculated as ‘equity’ as shown in the statement of financial
     position plus net debt.

     There are no externally imposed capital requirements.

     There have been no changes to what the entity manages as capital, the strategy for capital maintenance or externally imposed capital requirements
     from the previous year.

     Financial risk management
     The group’s activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk
     and price risk), credit risk and liquidity risk.

     The group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on
     the group’s financial performance. Risk management is carried out by senior management under policies approved by the board. Senior management
     provides written principles for overall risk management. The group does not speculate in the trading of derivative instruments.

     Liquidity risk
     Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount
     of committed credit facilities and the ability to close out market positions. Due to the dynamic nature of the underlying businesses, the group maintains
     flexibility in funding by maintaining availability under committed credit lines.
62
     The group’s risk to liquidity is a result of the funds available to cover future commitments. The group manages liquidity risk through an ongoing review
of future commitments and credit facilities.

Cash flow forecasts are prepared and adequate utilised borrowing facilities are monitored.

Interest rate risk
The group’s income and operating cash flows are affected by changes in market interest rates as potential clients’ affordability levels are affected
which impacts their ability to secure home loans.

The group’s interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the group to cash flow interest rate risk.
Borrowings issued at fixed rates expose the group to fair value interest rate risk. During 2010, 2009 and 2007, the group’s borrowings at variable rate
were denominated in South African Rand.

The group analyses its interest rate exposure on a dynamic basis. Various scenarios are simulated taking into consideration refinancing, renewal of
existing positions and alternative financing. The scenarios are run only for liabilities that represent the major interest bearing positions.

Price risk
The group is not exposed to commodity price risk.

The group revalues its investment property portfolio on a yearly basis. Market values are determined by independent valuators.

 finanCial liaBilitY repaYment sChedule

 At 31 December 2008
                                                                  Less than 1         Between 1         Between 3        Over 5 year           Total
                                                                     year               and 2             and 5
 ABSA Bank Limited                                                     (421,855)     (18,054,734)          (452,066)      (3,892,522)       (22,821,176)
 Nedbank Limited                                                        (53,407)        (479,975)        (1,177,137)      (6,644,394)        (8,354,912)
 Standard Bank Limited                                               (1,104,046)        (700,475)          (375,641)     (20,350,872)       (22,531,033)
 African Dawn Capital Limited                                        (6,069,931)                  -                  -                -      (6,069,931)
 Industrial Development Corporation                                    (557,330)                  -                  -                -        (557,330)
 Imperial Bank Limited                                                          -         (61,020)         (130,148)      (1,015,508)        (1,206,675)
 Investec Bank Limited                                             (21,256,001)                   -                  -                -     (21,256,001)
 Sundry loans                                                        (1,200,160)                  -                  -                -      (1,200,160)
                                                                     (30,662,729)     (19,296,204)        (2,134,991)     (31,903,295)       (53,334,490)


 At 31 December 2009
                                                                  Less than 1         Between 1         Between 3        Over 5 year           Total
                                                                     year               and 2             and 5
 ABSA Bank Limited                                                     (123,495)     (14,282,711)          (583,343)      (5,332,392)       (20,321,940)
 Nedbank Limited                                                       (545,275)        (580,400)        (2,164,807)      (6,216,293)        (9,506,774)
 Standard Bank Limited                                                 (478,001)        (541,638)        (1,930,758)     (18,934,699)       (21,885,095)
 National Housing Finance Corporation                                (1,365,440)      (1,638,528)        (4,915,583)     (21,789,251)       (29,708,802)
 African Dawn Capital Limited                                        (5,678,967)                  -                  -                -      (5,678,967)
 Industrial Development Corporation                                    (327,270)                  -                  -                -        (327,270)
 Imperial Bank                                                          (24,251)          (26,658)          (96,924)        (855,438)        (1,003,271)
 Investec bank Limited                                             (22,739,947)                   -                  -                -     (22,739,947)
 International Housing Solutions                                                -                 -                  -    (9,817,935)        (9,817,935)
 Sundry Loans                                                        (4,875,707)                  -                  -                -      (4,875,707)
                                                                   (36,158,352)      (17,069,934)        (9,691,415)     (62,946,008)     (125,865,709)




                                                                                                                                                            63
      At 31 December 2010
                                                                                Less than 1           Between 1             Between 3            Over 5 year
                                                                                   year                 and 2                 and 5
      ABSA                                                                           97,789.97             176,807.19       22,549,903.64      (15,583,627.33)
      Nedbank                                                                      607,812.10              659,149.65        2,330,880.96       (4,637,969.00)
      Standard Bank                                                              3,295,343.82              371,502.18        1,700,497.95      (13,606,502.21)
      National Housing Finance Corporation                                         598,475.31              661,143.06        2,428,568.93      (26,062,127.01)
      Industrial Development Corporation                                           296,109.51                        -                     -                       -
      Imperial Bank                                                                  25,210.13              27,302.40           96,272.27          (831,517.04)
      Investec Bank Limited                                                     22,164,388.93                        -                     -                       -
      International Housing Solutions                                                          -                     -                     -   (19,485,622.99)
      Sundry loans                                                              14,407,942.80         10,639,255.77            400,000.00       (1,026,632.21)
                                                                                41,493,072.57         12,535,160.25         29,506,123.75      (81,269,997.79)


      36. segmental report

                                     Property Development                        Sectional Title Housing                            Consolidated
                                   2010          2009          2008               2010            2009 2008                2010             2009           2008
      Revenue               102,804,428     82,749,132 191,009,105            5,768,994      1,299,087    -         108,573,422        84,048,219   191,009,105
      Cost of Sale          (70,532,049) (57,970,007) (123,769,577)                    -             -    -         (70,532,049)     (57,970,007) (123,769,577 )
      Gross Profit            32,272,379    24,779,125    67,239,528          5,768,994      1,299,087    -           38,041,373       26,078,212    67,239,528
      Operating             (56,117,338) (57,634,497) (61,206,592)            2,273,958        785,664    -         (53,843,380)     (56,848,833) (61,206,592 )
      expense
      Revaluation                      -                -      25,035,453      2,733,138      4,533,632         -       2,733,138      4,533,632       25,035,453
      Finance cost           (8,753,985)     (9,904,735 )     (5,293,986 )   (5,260,696)    (1,746,870 )        -   (14,014,681 )   (11,651,605)      (5,293,986 )
      Profit (loss)        (24,343,938 )    (38,151,057)       23,637,064        968,337        711,553         -    (23,375,601)   (37,439,504)       23,637,064
      before tax
      Total assets          232,770,078      206,894,555     250,858,094     71,406,590      67,567,830         -   304,176,668      274,462,385      250,858,094
      Total liabilities     205,383,628      169,288,518     141,906,473     52,976,783      32,626,538         -   258,360,411      201,915,056      141,906,473

     37. BasiC and headline earnings per share

     The calculation of basic earnings / (loss) per share at year end of (3.67) cents (2009: (9.92) cents; 2008: 7.97 cents) is based on the (loss) / profit at-
     tributable to ordinary shareholders of R (11,389,050) (2009: R (30,749,866); 2008: R 24,699,587) and a weighted average number of ordinary shares of
     310,307,397 (2009: 310,000,000; 2008: 310,000,000).

     The calculation of headline earnings / (loss) per share at year end of (4.89) cents (2009: (11.34) cents; 2008: 2.07 cents) is based on the (loss) / profit
     attributable to ordinary shareholders (excluding all items of capital nature) of R (15,179,047) (2009: R (35,150,368); 2008: R 6,421,690) (as detailed
     below) and number of shares of 310,307,397 (2009: 310,000,000; 2008: 310,000,000).

     Description of normalised earnings:
     Headline earnings are adjusted to take into account the requirements set out in the SAICA Circular 08/07 - Headline Earnings (issued February 2008)
     in terms of which all adjustments amounts relating to items of investment properties are excluded in headline earnings. However the directors are of
     the view that the revaluations of the rental portfolio should be taken into account when determining the normalised earnings / (loss) for the group of
     (4.13) cents (2008: (9.88); 2007: 9.02) per share.




64
                                                                       COMPANY                                       GROUP
                                                           2010          2009          2008           2010            2009            2008
                                                            R             R             R              R               R               R


Reconciliation of earnings to normalised earnings - Group:
                                                                                                          2010             2009            2008
Basic earnings attributable to ordinary shareholders                                               (11,389,050)     (30,749,688)     24,699,587
- Profit on disposal of property, plant and equipment                                                  467,187         (373,733)                 -
- Impairment of loan to RBA employees share trust                                                   (1,906,685)         406,685       1,500,000
- Impairment of goodwill                                                                                      -         100,000       1,752,593
Normalised earnings attributable to ordinary shareholders                                         (12,828,548)      (30,616,736)     27,952,180


Reconciliation of normalised earnings to headline earnings - Group:



Normalised earnings attributable to ordinary shareholders                                         (12,828,548)      (30,616,736)     27,952,180
- Fair value adjustment of investment properties                                                    (2,350,499)      (4,533,632)   (21,530,490)
Headline earnings attributable to ordinary shareholders                                           (15,179,047)      (35,150,368)      6,421,690



Note on 2007 headline earnings per share:
The comparative headline earnings per share has been restated in terms of Circular 08/07 issued in November 2007 by SAICA. As per the circular
the fair value adjustment of investment properties is not included in the calculation of the headline earnings per share.



Number of shares:

Shares in issue at year end                            316,600,000    310,000,000   310,000,000
Weighted average number of shares in issue             310,307,397    310,000,000   310,000,000



Earnings per share:

- Basic earnings per share (cents)                     (3.67)         (9.92)        7.97
- Normalised earnings per share (cents)                (4.13)         (9.88)        9.02
- Headline earnings per share (cents)                  (4.89)         (11.34)       2.07




                                                                                                                                                     65
     information
     gENEral iNfOrmaTiON

     rBa holdings limited
     (registration numBer 1999/009701/06)
     annual finanCial statements for the Year ended 31 deCemBer 2010

     Country of incorporation and domicile:         South Africa


     Nature of business and principal activities:   Supplying quality homes on a turnkey basis at a fixed price to the
                                                    affordable housing market


     Non-executive Chairman:                        L Theron


     Executive directors:                           D K Wentzel
                                                    J L Mortimer
                                                    B A Stegmann


     Non-executive director:                        L A Tondi


     Company Secretary:                             K M Linstrom


     Registration number:                           1999/009701/06


     Registered address:                            Nedbank Building
                                                    Cnr Biccard & Jorissen Street
                                                    Braamfontein, 2017


     Postal address:                                P.O Box 30885
                                                    Braamfontein, 2017


     Telephone:                                     011 483 5000


     Facsimile:                                     086 516 0873


     Web address:                                   www.rbaholdings.co.za


     Transfer secretaries:                          Computershare Investor Services (Pty) Limited


     Auditors:                                      Logista CA (SA) Inc. Chartered Accountants and Registered Auditors


     Designated Adviser:                            Exchange Sponsors (2008) (Pty) Limited


66
agm
NOTiCE Of aNNual gENEral mEETiNg

rBa holdings limited
(inCorporated in the repuBliC of south afriCa)
(registration no. 1999/009701/06) (“rBa” or the “CompanY”) Jse Code: rBa isin: zae000104154


notiCe of annual general                                        “Resolved that Bernard Andre Stegmann, who retires in
meeting                                                         terms of the Company’s Articles of Association and who is
                                                                eligible and available for re-election, be and is hereby re-
Notice is hereby given of the annual general meeting of the
                                                                elected as a director of the Company.”
Company to be held in the boardroom of RBA HOLDINGS
LIMITED, 11th Floor, Nedbank Corner, 96 Jorissen Street
(cnr Biccard), Braamfontein on 30 June 2011 at 10 am to
                                                                ordinarY resolution numBer 4
                                                                “Resolved that Jason Leonard Mortimer, who retires in
transact the following business:
                                                                terms of the Company’s Articles of Association and who is
                                                                eligible and available for re-election, be and is hereby re-
ordinarY resolution numBer 1
                                                                elected as a director of the Company.”
adoption of finanCial statements
To consider and, if deemed fit, pass with or without
modification, the following ordinary resolution:
                                                                ordinarY resolution numBer 5
“Resolved to receive, consider and adopt the annual
                                                                approval of remuneration poliCY
                                                                To consider and, if deemed fit, pass with or without
financial statements of the Company and the group, and the
                                                                modification, the following ordinary resolution:
reports of the directors and the auditors for the year ended
                                                                “Resolved to approve the Company’s remuneration policy as
31 December 2010.”
                                                                set out in the Company’s Integrated Report in accordance
                                                                with which the directors have been remunerated for the
ordinarY resolution numBer 2
                                                                year ending 31 December 2010.”
approval of non-exeCutive remuneration
To consider and, if deemed fit, pass with or without
modification, the following ordinary resolution:
                                                                ordinarY resolution numBer 6
“Resolved to approve the remuneration of the non-
                                                                Control of authorised But unissued shares
                                                                To consider and, if deemed fit, pass with or without
executive directors of R8 000 per non-executive director per
                                                                modification, the following ordinary resolution:
board meeting or board sub-committee and an additional
                                                                “Resolved that the authorised but unissued ordinary shares
R2 000 per board meeting or board sub-committee if the
                                                                in the share capital of the Company be and are hereby
role of Chairman is fulfilled for the year ending 31 December
                                                                placed under the control of the directors of the Company
2010.”
                                                                until the next annual general meeting, to enable them to allot
                                                                and issue such ordinary shares at their discretion, subject
ordinarY resolutions numBer 3 and 4
                                                                to the provisions of the Companies Act 71 of 2008 (“the
re-eleCtion of direCtors
                                                                Companies Act”), the Company’s articles of association
Ordinary resolutions 3 and 4 are proposed to re-elect
                                                                and the Listings Requirements of the JSE Limited (“JSE
directors who retire by rotation in accordance with article
                                                                Listings Requirements”). ”
24 read with article 25.3 of the Company’s articles of
association and who, being eligible, offer themselves for re-
election. The Directors’ curricula vitae appear in the Annual
                                                                ordinarY resolution numBer 7
Report on pages 20 and 21. The Board recommends the
                                                                authoritY to issue shares for Cash
                                                                To consider and, if deemed fit, pass with or without
re-election of these directors.
                                                                modification, the following ordinary resolution:
                                                                “That with the exception of a pro rata rights offer to members
To consider and, if deemed fit, pass with or without
                                                                and subject to the JSE Listings Requirements and the
modification, the following ordinary resolutions:
                                                                Companies Act, the directors be given the general authority
                                                                to issue ordinary shares of 0.00001 cents each for cash as       67
ordinarY resolution numBer 3
     and when suitable situations arise, subject to the following      ordinarY resolution numBer 8
     limitations:                                                      authoritY to aCquire assets
     (a) that this general authority shall be valid until the          To consider and if deemed fit, pass with or without
         Company’s next annual general meeting or for 15               modification, the following ordinary resolution:
         months from the date of this resolution, whichever            “Resolved that the Board be authorised to acquire one or
         occurs first;                                                 more pieces of land in the ordinary course of business over
     (b) that the equity securities, which are the subject of the      the next 12 months (or up to the next AGM, whichever is
         issue for cash, be of a class already in issue, or where      the later) the value of which may be up to R100 million in
         this is not the case, must be limited to such securities      aggregate without the necessity of issuing a circular and
         or rights that are convertible into a class already in        obtaining shareholder approval in the case of each such
         issue;                                                        acquisition or such aggregated transactions, provided
     (c) that the equity securities be issued to persons qualifying    that:
         as public shareholders as defined in the JSE Listings         - the appropriate announcement shall be made if such
         Requirements and not to related parties; provided for             acquisition is a category 1 or category 2 transaction as
         in terms of ordinary resolution number 11.                        defined in the JSE Listing Requirements;
     (d) that issues in the aggregate in any one financial year        - the properties in question are in different areas (i.e they
         (including the number to be issued in the future as a             will not be acquired parts of the same large area);
         result of the exercise of options or conversion of            - the properties will not be acquired from related parties
         convertible securities issued in that same financial              as defined by the JSE’s Listings Requirements; and
         year) will not exceed 50% of the number of shares of          - irrevocable undertakings by shareholders holding 50%
         any class of the Company’s issued share capital,                  or more of the issued shares of RBA in support of every
         including instruments which are compulsory convertible            proposed acquisition will be obtained in advance in
         into shares of that class;                                        every instance;
     (e) that in determining the price at which an issue of            - The general authority of up to R100 mill will be in addition
         shares will be made in terms of this authority, the               to any specific authority granted by shareholders during
         maximum discount permitted will be 10% of the                     this period in respect of specific acquisition of assets;
         weighted average traded price of the shares in question,      - The JSE has granted a favorable ruling in this regard
         as determined over the 30 business days prior to the              subject to share holder approval.
         date that the price of the issue is agreed between the
         issuer and the party subscribing for the securities;          ordinarY resolution numBer 9
     (f) that after the Company has issued equity securities in        appointment of auditors
         terms of an approved general issue for cash                   To consider and if deemed fit, pass with or without
         representing, on a cumulative basis within a financial        modification the following ordinary resolution:
         year, 5% of the number of equity securities in issue prior    “Resolved that Logista Chartered Accountants (S.A) be
         to that issue, the Company shall publish an                   appointed as the auditors for the ensuing year and that
         announcement containing full details of the issue,            Mr Gerhard Wessels be and is hereby confirmed as the
         including:                                                    designated auditor until the next AGM.”
         - the number of securities issued;
         - the average discount to the weighted average traded         ordinarY resolution numBer 10
              price of the equity securities over the 30 business      appointment of audit Committee memBers
              days prior to the date that the price of the issue was   To consider and, if deemed fit, pass with or without
              determined;                                              modification the following ordinary resolution:
         - the effect of the issue on net asset value per share,       “Resolved that Leon Theron be appointed as member of
              net tangible asset value per share, earnings per         the Audit Committee in accordance with the recommendation
              share and headline earnings per share.”                  of membership proposed by the board of directors.”

     The approval of a 75% majority of the votes cast by               ordinarY resolution numBer 11
     shareholders present or represented by proxy at this              shares in lieu of fees
     meeting is required for ordinary resolution number 7 to           To consider and if deemed fit pass, with or without
68   become effective.                                                 modification the following ordinary resolution:
“Resolved that the Company issues 2 635 417 shares to                 securities during a prohibited period, unless they have in
Exchange Sponsors (2008) (Pty) Ltd (“Exchange Sponsors”)              place a repurchase program where the dates and
in lieu of and in settlement of the amount owing to Exchange          quantities of securities to be traded during the relevant
Sponsors as at 30 June 2011 at an issue price equivalent              period are fixed (not subject to any variation) and
to the 30 day volume weighted average price of 14,4 cents             full details of the program have been disclosed in an
per share.”                                                           announcement over SENS prior to the commencement
                                                                      of the prohibited period;
The approval of a 75% majority of the votes cast by               (g) repurchases are not made at a price more than 10%
shareholders present or represented by proxy at this meeting          above the weighted average of the market value for the
excluding any party participating in this issue is required for       securities for the five business days immediately
ordinary resolution number 11 to become effective.                    preceding the repurchase; and
                                                                  (h) a paid press announcement containing full details of
speCial resolution numBer 1                                           such acquisition is published as soon as the Company
authoritY to aCquire shares                                           has acquired shares constituting, on a cumulative basis,
To consider and, if deemed fit, pass with or without                  3% of the number of shares prior to the acquisition.”
modification, the following special resolution:
“Resolved that the directors be authorised to facilitate the      The board of directors are of the opinion that if the Company
acquisition by the Company, or a subsidiary of the Company,       enters into a transaction to repurchase shares totaling 20%
from time to time of the issued shares of the Company upon        of the current issued share capital at the maximum price at
such terms and conditions and in such amounts as the              which repurchase may take place i.e 10% premium above
directors of the Company may from time to time decide, but        the weighted average of the market value for the securities
subject to the provisions of the Companies Act, as amended,       for the five business days immediately preceding the last
and the JSE Listings Requirements, which general approval         practical date prior to the printing of these annual financial
shall endure until the following annual general meeting of        statements:
the Company (whereupon this approval shall lapse unless it        1 the Company and the group will be able to pay its debts
is renewed at the aforementioned annual general meeting,              as they become due in the ordinary course of business;
provided that it shall not extend beyond 15 months from the       2 the assets of the Company and the group valued in
date of registration of this special resolution number 1), it         accordance with accounting policies used in the latest
being record that the JSE Listings Requirements currently             audited group annual financial statements, will exceed
require, inter alia, that the Company may make a general              the consolidated liabilities of the Company and the
repurchase of securities only if:                                     group;
(a) the repurchase of securities is being effected through the    3 the issued share capital of the Company and the group
    order book operated by the JSE trading system and done            will be adequate for purpose of the business of the
    without any prior understanding or arrangement between            Company and of the subsidiaries for the foreseeable
    the Company and the counter party (reported trades are            future; and
    prohibited);                                                  4 the working capital available to the Company and the
(b) the Company is authorised thereto by its articles of              group will be sufficient for the Company and the group’s
    association;                                                      requirements for the foreseeable future.”
(c) the Company is authorised by shareholders in terms of
    a special resolution of the Company in a general              At the present time, the directors have no specific intention
    meeting, which authority shall only be valid until the next   with regard to the utilisation of this authority which will only
    annual general meeting, provided it shall not extend          be used if the circumstances are appropriate.
    beyond fifteen months from the date of the resolution;
(d) the repurchase shall not in aggregate in any in financial     The reason for and effect of special resolution number 1 is
    year exceed 20% of the Company’s issued ordinary              to grant the Company a general authority in terms of the
    share capital as at the beginning of that financial year;     Companies Act, to facilitate the acquisition of the Company’s
(e) at any point in time, the Company may only appoint one        own shares which general authority shall be valid until the
    Agent to effect any repurchase on the Company’s               earlier of the next annual general meeting of the Company
    behalf;                                                       or its variation or revocation of such general authority by
(f) the Company or its subsidiary may not repurchase              special resolution by any subsequent general meeting of            69
     the Company, provided that the general authority shall             shareholders by special resolution;
     not extend beyond 15 months from the date this general         -   That the purchase price of R3 million be settled by set-
     meeting. Such general authority will provide the directors         off against the loan of R3 million to the Trust;
     with flexibility to effect a repurchase of the Company’s       -   That the Company reverses the total impairment of
     shares should it be in the interest of the Company to do so        R1 906 685.
     at any time while the general authority is in force.
                                                                    The necessary resolution along these lines was passed by
     speCial resolution numBer 2                                    the Board on 26 May 2011.
     repurChase of shares from the rBa emploYee
     share trust                                                    On 3 March 2011 the JSE exempted the Company from the
     To consider and, if deemed fit, pass with or without           requirement of a fairness opinion on the basis that it will be
     modification, the following special resolution:                an intercompany transaction.
     “Resolved that:
     1 The Company or any one of its subsidiaries specifically      speCial resolution numBer 3
        repurchases 3 000 000 shares from the RBA Employee          authorisation of direCtors remuneration
        Share Trust (“Trust”) at a price of R1 per share;           To consider and, if deemed fit, pass with or without
     2 The purchase price of R3 million be settled by set off       modification, the following special resolution as required by
        against the loan of R3 million by the Company to the        section 66(9) of the Companies Act,2008:
        Trust and;                                                  “Resolved that the shareholders authorise the board to
     3 The Company reverses the total impairment of                 remunerate directors for services rendered as directors
        R1 906 685.”                                                for the next year in accordance with the company’s
                                                                    remuneration policy.”
     The RBA Employee Share Trust (“Trust”) was established
     at the time of the Company’s listing on the JSE on 20          speCial resolution numBer 4
     Septemeber 2007 and the Company granted a loan of R3           To consider and, if deemed fit, pass with or without
     million to the Trust to enable it to purchase shares at the    modification, the following special resolution as required by
     initial listing price of R1 per share. 3 000 000 shares were   section 45(3)(a)(ii) of the Companies Act:
     thus acquired by the Trust.                                    “Resolved that the board be and is hereby authorised,
                                                                    until the next AGM, to provide financial assistance within
     To date no shares have been issued to any employees,           the meaning described in section 45(1)(a) and (b) of the
     predominantly because the market price of the shares           Companies Act 2008 to any of its subsidiary or associated
     has been less than R1 for most of the past few years.          companies provided that the board satisfies itself that
     The market price on 18 February 2011 was 17 cents per          immediately after providing such financial assistance the
     share.                                                         company will satisfy the solvency and liquidity test and
                                                                    such financial assistance is fair and reasonable.”
     The loan has been impaired by an amount of R1 500 000
     during the 2008 financial year, and by R406 685 during         direCtor’s responsiBilitY
     the 2009 financial year. The total impairment to date is       statement
     therefore R1 906 685.                                          The directors whose names are given on page 20 and 21
                                                                    of this annual report, collectively and individually accept full
     The Trustees of the Trust and the Board of Directors of        responsibility for the accuracy of the information given in
     the Company have agreed that it would be in the best           special resolution number 1 and number 2 and certify that
     interests of the Trust, the Company and its employees to       to the best of their knowledge and belief there are no facts
     start afresh.                                                  that have been omitted which would make any statement
                                                                    false or misleading and that all reasonable enquiries to
     The following is therefore proposed:                           ascertain such facts have been made and that special
                                                                    resolution number 1 and number 2 contains all information
     -   That the Company or any one of its subsidiaries            required by the Listings Requirements.
         specifically repurchases 3 000 000 shares from the
70       Trust at a price of R1 per share, subject to approval by
general information                                               BY order of the Board
-   Information relating to the directors of the Company can
    be found on pages 20 and 21 of the report for 2010;
-   Information relating to the major shareholders of the
    Company can be found on page 23 of the report for
    2010;
-   There has been no material change in the financial
    or trading position of the Company and its subsidiaries       Kirsten Maria Linstrom
    subsequent to the publication of the Company’s audited        Company Secretary
    financial statements for the year ended 31 December
    2010;                                                         Braamfontein
-   Information relating to the directors’ interests in the
    Company can be found on pages 55 of the report                31 May 2011
    for 2010;
-   Information relating to the share capital of the Company      Registered address
    can be found on page 55 of the report for 2010;               RBA Holdings Limted
-   There are no legal or arbitration proceedings which may       11th Floor Nedbank Corner
    have, or have had, during the 12 month period preceding       Jorissen Street (cnr Biccard)
    the date of this notice, a material effect on the financial   Johannesburg 2001
    position of the Company, and the Company is not aware         Braamfontein
    of any such pending or threatened proceedings.
                                                                  Transfer Secretaries
attendanCe and voting                                             Ground Floor
-   If you hold dematerialised shares with “own name”             Computershare Investor Services (Pty) Ltd
    registration or are the registered holder of certificated     70 Marshall Street
    shares:                                                       Johannesburg 2001
    You may attend the annual general meeting in person.          (P O Box 61051 Marshalltown 2107)
    Alternatively you may appoint a proxy to represent you
    at the annual general meeting by completing the
    enclosed form of proxy in accordance with the
    instructions it contains and returning it to the transfer
    secretaries to be received no later than 10h00 on
    Wednesday, 28 June 2011.
-   If you hold dematerialised shares not with “own name”
    registration:
    If you wish to vote at the annual general meeting you
    should contact your CSDP or a broker and furnish them
    with your voting instructions. You must not complete
    the attached form of proxy. If you wish to attend the
    annual general meeting you must obtain the necessary
    letter of authority from your CSDP or broker.




                                                                                                              71
     form of proxy
     fOrm Of prOxy

     To be completed by certificated shareholders of RBA Holdings Limited (“RBA”) only

     I/We (Name in block letters)




     Being the registered holder of                                                                     shares in RBA, hereby appoint

                                                                                                        or failing him

                                                                                           or failing him
     The chairman of the meeting, as my/our proxy to vote for me/us on my/our behalf at the annual general meeting to be
     held at 11th Floor, Nedbank Corner, 96 Jorissen Street, Braamfontein on 30 June 2011 at 10am or any adjournment as
     follows:

      RESOLUTIONS                                                               In favour of       Against               Abstain
      1. adoption of financial statements
      2. approval of non executive director’s fees
      3. resignation and re-election of Bernard Andre Stegmann
      4. resignation and re-election of Jason Leonard Mortimer
      5. approval of executive directors remuneration policy
      6. authority to place the shares under the control of the directors
      7. authority to issues shares for cash
      8. authority to enter into property transactions in the ordinary
         course of business
      9. confirmation of appointment of auditors
      10. confirmation of appointment of audit committee members
      11. issue of shares in lieu of fees
      Special resolution no. 1
      authority to acquire shares held by the company
      Special resolution no.2
      Repurchase of shares from RBA Employee Share Trust
      Special resolution no.3
      Authorisation of directors’ remuneration
      Special resolution no.4
      Authorisation to provide financial assistance

     My/our proxy has been instructed to vote in accordance with my/our wishes as indicated by the placing of a cross in the
     appropriate space above. Unless so instructed my/our proxy may vote as he/she thinks fit.

     Signed at                                                           this                  day of                       2011



     Signature/(s) of member/(s)
     Tel no:
     Cell no:
72
     Fax no:
notes to form of proxY
A member entitled to attend and vote at the annual general meeting is entitled to appoint one or more proxies to attend
and vote in his stead. A proxy need not be a member of the Company.


All proxy forms or other instruments of authority must be deposited with the Transfer Secretaries, Computershare Investor
Services (2004) (Proprietary) Limited, Ground Floor, 70 Marshall Street, Johannesburg 2001 (P O Box 61051, Marshaltown
2107) so as to be received no less than 48 hours before the time appointed for holding the meeting (excluding Saturdays,
Sundays and public holidays).


If you are a certified RBA shareholder or an own name dematerialised RBA shareholder and are unable to attend the
annual general meeting of RBA shareholders to be held at 11th Floor, Nedbank Corner, 96 Jorissen Street, Braamfontein
(the RBA general meeting) but wish to be represented at the meeting, you must complete the form of proxy attached
hereto in accordance with the instructions therein and return to the Transfer Secretaries Computershare Investor Services
(2004) (Proprietary) Limited, Ground Floor, 70 Marshall Street, Johannesburg 2001 (P O Box 61051, Marshaltown 2107)
so as to be received no less than 28 June 2011.


If you are a dematerialised RBA shareholder and are not an own name dematerialised RBA shareholder then you must
instruct your CSDP or broker as to how you wish to cast your vote at the RBA annual general meeting in order for them to
vote in accordance with your instructions. If you wish to attend the RBA annual general meeting in person, please request
your CSDP or broker to issue the necessary letter of representation to you. This must be done in terms of the agreement
entered into between the dematerialised RBA shareholder (who is not an own name dematerialised RBA shareholder)
and the CSDP or broker.




                                                                                                                            73
                                     Contact rBa:
                               tel: +27 (0)11 483 5000
                              fax: +27 (0)11 403 3326
                            Customer Care: 0861 939 939
                         po Box 30885 Braamfontein 2017
         96 nedbank Corner (Corner Jorissen and Biccard streets) Braamfontein




                            www.rbaholdings.co.za




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