Annual Report for the year ended August

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					31/08/99: Annual Report for the year ended 31 August 1999
Corpcapital Bank Limited
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Group Structure




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FINANCIAL HIGHLIGHTS
                            12 months ended
                             31 August 1999
Income statement
Income before taxation (R000)                     88 572
Headline earnings (R000)                          82 592
Headline earnings per share (cents)                 71,6
Dividend per share (cents)                          24,0
Other income and equity accounted
earnings to total income(%)                           63
Cost to income (%)                                    34
Balance sheet
Total assets (R000)                            2 720 754
Return on average assets(%)                           5,0
Cash and liquid assets to total assets(%)              68
Ordinary shareholders' funds (R000)              617 958
Return on average shareholders'                        14
funds(%)
Net tangible asset value per share                 535,6
(cents)
Capital adequacy ratio (%) (required                 107
15%)


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BOARD OF DIRECTORS
Errol Grolman (49)*†
BComm, FCII
Chairman
Executive chairman:
Corpcapital Limited
Chairman:
The Don Group Limited
Director: Corpgro Limited and Venmil Limited
Appointed in June 1999
Alec Grant (51)#*†‡
BComm, FCIS, CAIB, MBL
Managing Director
Director: Venmil Limited
Appointed on incorporation
Estian Calitz (50)*†
Ph.D
Appointed on incorporation
Eric Ellerine (65)*
Chairman: Ellerine Holdings Limited
Director: Corpgro Limited,
The Bidvest Group Limited,
Sasani Limited and Dunlop Africa Limited
Appointed on incorporation
Zanele Gama (52)
Appointed in May 1999
Ebenezer Moahloli (57)*
Pr Eng (BSc. Engineering)
Appointed on incorporation
Robert Parker (62)†‡
Pr Eng (BSc. Engineering)
Appointed on incorporation
Neil Phillips (29)#
BComm, CA(SA), H Dip (Company Law)
Head of Treasury
Appointed in June 1999
Martin Sacks (29)
BComm, BAcc, CA(SA)
Director: Corpgro Limited,
Corpcapital Limited, Corpcom Limited,
Venmil Limited and
Servest Holdings Limited
Appointed in June 1999
Barry Swart (59)
BComm
Appointed on incorporation
Grietjie Verhoef (42)†‡
Ph.D
Appointed on incorporation
# Executive
* Audit Committee
† Credit Committee
‡ Remuneration Committee

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Beryl Abrahams
Bill Bamber
Lorna Andrews
Richard Behr
Trevor Bossert
Venitia Anthony
Mike Berman

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EXECUTIVE REVIEW
Introduction
These are the company's maiden annual financial statements covering the fifteen month period from 8 June 1998,
when it commenced business as the registered Bank Controlling Company of Corpcapital Bank Limited (then
known as Fulcrum Science & Technology Bank Limited), until 31 August 1999.
On 8 June 1998 the issued shares in the company were listed for trading on the Development Stage Sector of the
Johannesburg Stock Exchange. With effect from 1 July 1998 Corpcapital Limited, which is also listed on the
Development Stage Sector of the Johannesburg Stock Exchange main board, acquired 49% of the shares in the
company.
In an overcrowded banking and financial services environment CorpCapital has lent valuable support to the
company in developing philosophies and operating strategies which have enabled the group to attract executives of
exceptional calibre, to identify opportunities and to build quality long term businesses with keen focus. In pursuing
their mutual objectives CorpCapital and Corpcapital Bank cooperate extensively and through clear identification
and respect for each other's areas of competence, management eliminates the potential for conflict and ensures that
optimum benefit is derived by the group from every opportunity.
All of the activities of the company are conducted through Corpcapital Bank.
Review
As will appear more fully below, the character of the company and the thrust of the Banks are materially different
from those described in the prospectus through which the company was floated on the Johannesburg Stock
Exchange. The success of this altered strategy is evident in the results. More importantly, it is evident in the
business models and the quality and dedication of the executives attracted to the group.
Although the company has operated in volatile and difficult markets and within the uncertainty surrounding the
application by CorpCapital to the Minister of Finance for approval to own more than 49% of the company, the year
has been highly rewarding, exceeding projections in all key financial areas.
The continuing application to the Minister has no effect on the Bank’szzzzs banking licence or foreign exchange
licence and does not impair the continuing co-operation, co-investment, joint ventures and bilateral referrals
between the Bank and CorpCapital.
Results
The results demonstrate the early success of the philosophy and operating strategies adopted by the group and the
benefits of co-operation with CorpCapital, particularly when measured against forecasts. Headline earnings for the
12 months ended 31 August 1999 were R82,6 million and headline earnings per share 71,6 cents, 54% ahead of the
annualised revised forecast. Net tangible asset value per share at 31 August 1999 was 535 cents. Regulatory capital
has grown to R922 million, an excess of R793 million over the required capital and provides the Bank with a
strong solvency base for future growth.
Costs were well contained after necessary development expenditure. The cost to income ratio of 34% is well within
acceptable norms.
Current activities
The Bank is currently involved in the following activities:
• Structured financial products and treasury
• Property asset management and finance
• Specialised finance
• Principal investments
• Capital

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David Butler
Neil Crawford
Tanya Gates
Diana Buys
Graham Croock
Kelly Clinton
Jerry de Bruin

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Systems and information technology
Accounting, administration and information technology teams have been built in each of the Bank's areas of
activity to cope with growing transaction volume. The Bank has the advantage of being a new business with the
result that all purchased software and hardware has been Y2K compliant from inception. Similarly all systems are
modern and purpose designed for the Bank's selected activities resulting in information generation on demand, in
particular in the trading area where risk is monitored in real time.
The Bank is a member of Samos, the national payments system through the Reserve Bank which allows electronic
clearing and processing on a real time basis. This facilitates inter-institutional settlements and reduces paper
handling and risks.
The Bank intends to continue to develop its systems consistently with growth in its activities, using cutting edge
technology.
Credit
All credit approval is centralised through group credit. Limits are established for clients and counterparties utilising
an integrated database. Where appropriate, sophisticated credit scoring and decision aid techniques are used to
streamline the function.
Where credit is often seen as a delaying factor in banking transactions, the Bank strives to ensure that the credit
process is an integral business enabling factor, without detracting from risk policy and management.
Premises
In order to gain full benefit from the interaction with CorpCapital and multi-disciplinary input at all levels and to
cater for organic growth, the Bank and CorpCapital will be moving to new premises at 2 Arnold Road, Rosebank,
Johannesburg at the inception of the new year.
The new building offers a modern stimulating environment conducive to the Bank's activities and the needs of its
clients and personnel.
Internal audit
The bank currently employs KPMG to provide independent internal audit facilities. It is the Bank’s intention to
establish its own internal audit function reporting directly to the Internal Audit Committee.
Share incentive scheme
Shareholders are being requested to approve amendments to the existing scheme, increasing the number of shares
available to the scheme to 15% of the issued capital of the company from time to time and otherwise altering the
benefits of the scheme to accord with prevailing industry needs. The amendments will align the scheme with the
company's stated philosophies and with current market trends.
Name change
In line with the relationship between the company, the Bank and CorpCapital, the name of the company and the
Bank were recently changed from Fulcrum Science & Technology Bank Controlling Company Limited and
Fulcrum Science & Technology Bank Limited to Corpcapital Bank Controlling Company Limited and Corpcapital
Bank Limited respectively.
Philosophies and values
There is a perception that upon obtaining a banking licence a bank is flooded with depositors on the one hand and
eager clients willing and able to borrow on the other. Nothing could be further from reality.
Depositors are naturally cautious and clients have

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Andrew Glencross
Mike Honiball
Barry Kalkhoven
Bradley Goodman
Andrew Kinsey
Ietie Grant
Gail Ivison
Ann Kruger
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existing relationships. Both must be won to the Bank's credibility, vision and ability to deliver service, products or
relationships which are unique or simply better.
Recognising this the Bank has adopted philosophies and operating strategies which, taken together, will
differentiate the Bank from its peers, attracting quality clients and in so doing, produce above average returns and
sustainable growth to all stakeholders.
The following is a summation of the key ingredients which have successfully differentiated the Bank from its peers
and which are serving to deliver continuing exceptional results.
People
The bank continues to attract the best available people locally and from abroad.
They will be retained and motivated through a combination of market related salaries, unlimited performance
related bonuses and incremental participation in the ownership of the company through the share incentive scheme.
The working environment within the Bank enables people of calibre to flourish. They enjoy a flat structure, real
influence, decision-making authority at all valid levels, an informal style coupled with high professional standards,
a non-bureaucratic ethos valuing substance over form whilst recognising the need for quality control-an
environment where expertise rules, where enjoyment is cherished and self-fulfilment is a recognised goal.
Although diverse in culture, age, gender, nationality, race and professional disciplines, the unifying force is passion
and commitment coupled with a willingness to learn which is necessary to compete globally and establish lasting
and rewarding relationships with each other and with clients.
Capital base
The Bank retains a capital base which is more than adequate to differentiate it from the plethora of financial service
boutiques in the market and which is sufficient to enable the Bank to compete in its area of focus.
Integration of skill and experience
The Bank deliberately attracts people who have high levels of specialist skill as well as people with broad business
experience. Similarly it attracts a diversity of youth and maturity. Through these combinations the Bank is better
able to understand and meet client's needs and to manage its own business.
Operating characteristics
Due to the high calibre of its people and the selection of focused areas of activity and delivery mechanisms the
Bank concentrates on low volume, complex, high value added premium priced transactions. The Bank encourages
multi-disciplinary input from all divisions to ensure that each transaction reaches its full potential.
Risk
Specific risk management criteria and tools are dealt with on pages 18 and 19 of this annual report.
The Bank acknowledges that acceptance of risk is fundamental to the business provided it is able to identify,
understand, quantify, limit, price, monitor and manage the risk.
This philosophy of risk permeates all areas of the Bank's operations.
The Bank has established all requisite forums to debate risk and to control it through rigorous systems.

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Walter Kunene
Barbara Liebovich
Rosemary Mdawu
Krushika Lalloobhai
Mavis Mchunu
Felicia Meyerowitz
Suzette Liebenberg

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Solvency
Banks balance sheet demonstrates strong solvency and a high liquidity. This is particularly significant in the
context of the recent crisis of confidence suffered by small to medium-sized banks. The Bank is not exposed the
risk of unmatched assets and liabilities.
Client offering
By the application of the principles referred to above the Bank offers its clients products which meet their needs
efficiently and innovatively. Clients receive flexible, fast delivery of multi-disciplinary understanding of their
requirements with a strong orientation towards a broadly based business solution and ready access to decision
makers within the Bank.
Income balance
The Bank is concerned to ensure that as a whole its income streams are diversified to achieve a balance between
predictability, complexity; risk and reward.
The matrix below illustrates this balance which will meet the bank's aspirations for long term above–average
income growth. This is achieved by generating sufficient income from predictable low-risk and low–return sources
to cover all expenses and return a small profit. In addition, above-average profit is generated from higher margin,
higher risk activities without compromising on solvency and liquidity.




CAP      Capital
AG       Agency securities and derivative trading
DEP      Deposit receiving
TR       Treasury
OUT      Treasury outsource
PAM      Property asset management
PF       Property finance
SF       Specialised finance
EX       Exotic: Interest rate equity, commodity,
         forex,
         credit structured products
PL       Lease and property trading
PS       Proprietary securities and derivative
         arbitrage
MO       Managed opportunism

Prospects
The group has budgeted for a real increase in earnings and is optimistic that these budgets will be met.
Acknowledgement
On behalf of the board, management and staff we thank Professor Grietjie Verhoef who acted as Chairperson from
inception of the company through a difficult but exciting period until September 1999.
We acknowledge the contributions of the non-executive directors in ensuring objectivity and a balance between
good corporate governance and common sense.
In particular we thank the Registrar of Banks and his staff who have co-operated with us and advised us through
the initial establishment phase of our commercial life.
Our thanks are extended to all of our staff, our partners and shareholders who have made this organisation a
success and a privilege to be a part of.

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Carl Nicholson
Anthony Parsons
Nilan Morar
Temisan o'Fong
Natalie Pestana
Rick Natt
Brian Ortner

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OPERATIONAL REVIEW
Structured financial products and treasury
A comprehensive team of executives drawn from the senior ranks of premier European banks and their South
African counterparts has been established. Through their mutually complimentary skills and expertise they have
generated financial products previously unknown in the South African market. In addition, their relationships
abroad have secured lines with overseas counterparts, augmenting local facilities.
Their areas of activity are widely spread in sympathy with the group's philosophy of achieving balanced income.
These currently embrace:
• Treasury
• Deposit receiving
• Agency securities and derivative trading
• Proprietary securities and derivative arbitrage
• Exotic interest rate, equity, commodity, forex and credit structured products
• Tresury outsource
Value at risk limits are fixed for all proprietary positions and are fastidiously monitored. The limits ensure that the
risk cannot impact on group solvency and can only partially diminish profits. The division is monitored by a risk
management team reporting independently to the group risk committee. Risk systems and procedures have been
sourced from Europe, embodying the latest available techniques adapted and enhanced to meet domestic
requirements.
The division's trading and risk systems have proved to be sound through the recent volatility experienced in interest
rate and equity markets.
Taking into account the fact that the division was only at full strength in the latter part of the period under review,
its contribution to group results was above expectations.
Property asset management and finance
Whilst property has been included with equity and cash as a traditional asset class for centuries, it has in the
immediate past been largely ignored in South Africa by investors.
On proper analysis, property investment has cash flow, interest rate, credit, risk and other business characteristics
that lend themselves to sophisticated analysis and management-distinguishable from its physical value.
A team of property asset management and property finance personnel of exceptional quality has been established,
dedicated to the application of sophisticated financial expertise and portfolio management which has, in the
division's brief history, enabled it to achieve unparalleled success.
The division's first initiative in property asset management has been the establishment of a multifaceted variable
loan stock company to be listed early in the new year. Its focus is the generation of sustainable above average
growth in income through managing cash flows. Its activities will be managed by the division which will earn a
fixed fee plus a performance related fee measured against comparable

15
Cliff Reynolds
Nishani Singh
Marc Wainer
Leon Sanderson
Johan Testa
Jon Welham
Marika Schwarz
André van Niekerk

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counters. Whilst initially the Bank will own a majority of the units, its holding is expected to reduce as units are
issued to facilitate growth.
Contracted income indicates that the division's aggressive budget targets will be met.
Specialised finance
The Bank's specialised finance activities adhere to the principle of lower volume premium priced high intellectual
capital and expertise inputs, encouraging input from other divisions in the group.
Accordingly the division will not deploy the Bank's capital in "vanilla" low risk low margin transactions.
Typically transactions concluded by this division involve complex administrative procedures, credit and structures,
and on the Bank's ability to manage cash flows effectively on a daily basis.
The specialised finance team is in its infancy and will be developed by attracting the best available people.
Principal investments
The Bank's investment committee evaluates equity and related investment opportunities at mezzanine and private
placement level, in particular those opportunities introduced and referred to the Bank by CorpCapital and its
associated companies.
The Bank will allocate a limited part of its capital to undertake such investments.
During the year under review the Bank invested in Venmil Limited, a company which has only cash assets, in
anticipation of introducing suitable trading assets as and when it is opportune to do so, failing which the underlying
cash assets will be distributed to shareholders on the basis that the Bank will achieve an above average money
market related return on its entry cost.
The Bank will not establish an independent or dedicated capacity for sourcing and developing opportunities,
anticipating that the resources of CorpCapital and its associates will satisfy the Bank’s limited appetite for
investments of this nature.
Capital
The Bank's own capital is treated as its own profit centre. The mandate is to protect the solvency of the Bank by
investing in low risk predictable income instruments.
Loans to divisions within the Bank are made on market related terms and conditions, ensuring that capital
resources are properly allocated and managed.
Until the Bank's ability to take deposits is predictable with sufficient scale and duration, the Bank's own capital will
be managed to ensure necessary liquidity levels.
Modest profits after all costs are taken into account are predicted.
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RISK MANAGEMENT
The Bank has developed its areas of activity to ensure diversified income streams which in aggregate deliver
income which is balanced as between its predictability, complexity, risk and reward. This balance is achieved by
generating sufficient income from predictable low risk and consequently low return sources to cover all expenses
and return a small profit. In addition to this, above-average profits are generated from higher margin and
consequently higher risk activities without compromising on solvency or liquidity.
The board of directors is responsible for managing the risk inherent in the conduct of the Bank's business. Under
their authority the Bank has established forums to identify, understand, quantify, limit, price, accept, monitor and
manage risk. The forums are augmented by independent, comprehensive risk control systems. Sophisticated credit
scoring and decision aid techniques are used to streamline the process, striving to make credit control a
business-enabling factor within the ambit of risk policies and systems. Risk management is further supported by
the Bank's internal audit function.
The risk management processes address the major risks to which the group is exposed. These risks are categorised
and managed as follows:
Market risk
Market risk is the risk inherent in trading in equity, currency, interest rate and derivative markets. The risk of
incurring losses due to adverse price and rate movements is controlled through loss limits approved by the board of
directors. These limits, as well as the market risk to which the Bank is exposed, are monitored by automated risk
management systems. Fundamental to the Bank's approach to market risk is that the Bank's capital remains intact
and that only limited profits are at risk.
Credit risk
Credit risk is the risk of counterparties defaulting on their financial obligations. This risk is managed through
policies established by the board of directors and the credit committee and implemented through group credit.
Credit limits are established for clients and counterparties utilising an integrated database, and exposures and limits
are constantly reviewed. Where appropriate, sophisticated credit scoring and decision aid techniques are used to
streamline the function. In accordance with strict prudential limits set by the board of directors, all advances
exceeding 5% of the Bank's capital require the approval of the credit committee.

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Liquidity risk
Liquidity risk is the risk of the Bank not being able to meet a financial or settlement obligation as a result of
unmatched assets and liabilities. The Banks asset and liability management committee has established policies with
regard to liquidity risk, and, assisted by automated risk management systems, monitors this risk on an ongoing
basis. The committee has adopted a prudent approach with regard to liquidity, and accordingly the Bank is not
exposed to the risk of unmatched assets and liabilities.
Operational risk
Operational risk includes the risk of loss due to systems failures, fraud and weaknesses in internal controls, and
incorporates regulatory compliance and legal risk. Stringent controls and procedures have been implemented to
ensure that the operational integrity of the business remains intact. These controls and procedures are reviewed and
evaluated on a regular basis by the internal audit function and by the external auditors. Where cost effective, the
Bank maintains insurance cover as an additional safeguard against material loss due to operational risk.

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CORPORATE GOVERNANCE
Corpcapital Bank Controlling Company subscribes to, and in all material respects complies with the Code of
Corporate Practices and Conduct as set out in the King Report on Corporate Governance. The directors endorse the
objective of conducting the affairs of the group with integrity and in accordance with the highest standards of
corporate practice.
Board of directors
The board of directors of Corpcapital Bank Controlling Company comprises two executive and nine non-executive
directors and convenes on a monthly basis.
The board is responsible to the shareholders for the proper management of the Bank and is involved in all
discussions that are material to the group.
All directors have access to the advice and services of the company secretary and are entitled, at the company's
expense, to seek professional advice about the affairs of the group.
Audit committee
The audit committee, comprising four non-executive directors and the managing director, meets at least three times
a year with the external auditors, internal auditors and the bank's executive management team to review
accounting, auditing, financial reporting and internal control matters.
Credit committee
The credit committee, comprising four non-executive directors and the managing director, and an internal credit
subcommittee, are responsible for managing credit risk. Meetings are convened on an ad hoc basis as and when
transactions require sanction. Strict prudential limits have been set to manage lending exposures.
Remuneration committee
The remuneration committee comprises two non–executive directors and the managing director and is responsible
for determining the remuneration and terms of employment of the company's directors and senior management.
Equal opportunities
Corpcapital Bank Controlling Company is committed to the principle of equal opportunity employment within the
group.
Management reporting
The group has established comprehensive management reporting disciplines, which include the preparation of
annual budgets by all operating units. Monthly results and the financial position and cash flows of operating units
are reported against approved budgets and compared to the prior year. Profit and cash flow forecasts are reviewed
regularly.

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Internal controls
The group maintains internal controls and systems designed to provide reasonable assurance as to the integrity and
reliability of the financial statements and to adequately safeguard and maintain accountability for assets. The
internal audit function serves the board of directors by performing evaluations of the above systems independently
from operating management.
Year 2000 compliance
Compliance testing of all systems is substantially complete and management are of the opinion that the group is in
all respects Year 2000 compliant. The bank is currently within a Year 2000 freeze during which no system changes
will take place unless required for Year 2000 compliance. Contingency plans have been developed for business
continuity in the event of unforeseen problems and non-compliance by the group's agents, customers and suppliers.
All costs incurred in relation to Year 2000 compliance are accounted for in current year earnings and are not
considered material.
Code of conduct
Directors and employees are required to maintain the highest ethical standards to ensure that business practices are
conducted in a manner that is beyond reproach.
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DIRECTORS' RESPONSIBILITY FOR FINANCIAL REPORTING
The directors of Corpcapital Bank Controlling Company Limited are responsible for the preparation and integrity
of the financial statements and other financial information included in this annual report. The independent auditors
are responsible for reporting on the financial statements.
The group is committed to achieving comprehensive and responsible reporting in order to facilitate the
measurement of it's performance in relation to the risks inherent in the industries in which it operates and to
comparable entities. In line with this policy, in preparing the financial statements, generally accepted accounting
practice and the Johannesburg Stock Exchange requirements have been followed, suitable accounting policies have
been used, and reasonable and prudent estimates have been made where required.
To help meet its responsibility with respect to the financial information, the group maintains internal controls
designed to provide reasonable assurance that assets are safeguarded and transactions and events properly
recorded.
The directors believe that the group has adequate resources to continue as a going concern in the year ahead and
the financial statements have therefore been prepared on this basis.
The financial statements for the fifteen months ended 31 August 1999, which are set out on pages 24 to 39 were
approved by the board and have been signed on its behalf by:
Errol Grolman
Chairman
Alec Grant
Managing Director
23 November 1999

REPORT OF THE INDEPENDENT AUDITORS
To the members of Corpcapital Bank Controlling Company Limited
We have audited the annual financial statements and group annual financial statements of Corpcapital Bank
Controlling Company Limited set out on pages 24 to 39 for the fifteen months ended 31 August 1999.
These financial statements are the responsibility of the company's directors. Our responsibility is to express an
opinion on these financial statements, based on our audit.
Scope
We conducted our audit in accordance with statements of South African Auditing Standards. Those standards
require that we plan and perform the audit to obtain reasonable assurance that the financial statements are free of
material misstatement.
An audit includes:
• examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,
• assessing the accounting principles used and significant estimates made by management, and
• evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
Audit opinion
In our opinion, the financial statements fairly present, in all material respects, the financial position of the company
and the group at 31 August 1999 and the results of their operations and cash flows for the fifteen months then
ended in accordance with generally accepted accounting practice, and in the manner required by the Companies
Act.
PricewaterhouseCoopers Inc.
Chartered Accounts (SA)
Registered Accountants and Auditors
Johannesburg
23 November 1999

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DIRECTORS' REPORT
The directors have pleasure in presenting their report for the fifteen months ended 31 August 1999.
Incorporation and commencement of business
The company was incorporated in May 1998 and listed in the Development Stage sector of the Johannesburg Stock
Exchange on 8 June 1998. The company commenced business on listing.
Nature of business
The group's activities are detailed in the executive review and the operational review.
Change of name
The names of Fulcrum Science and Technology Bank Controlling Company Limited and Fulcrum Bank Limited
were changed to Corpcapital Bank Controlling Company Limited and Corpcapital Bank Limited respectively, with
effect from 15 November 1999.
Change of financial year-end
The company's year-end has been changed from 30 June to 31 August in line with the financial year end of
Corpcapital Limited, which holds 49% of the company. Accordingly, the 1999 financial statements cover the 15
months ended 31 August 1999. No comparative figures have been presented as this is the company's first financial
year.
Financial results
The results of the group's operations are set out in the financial statements. Commentary thereon is contained in the
executive review and the operational review.
Share capital
The company was incorporated with an authorised share capital of 1 000 000 000 ordinary shares of 0,0001 cent
each. 115 379 200 shares were issued to raise cash during the year under review.
The company's unissued shares have been placed under the control of the directors until the forthcoming annual
general meeting.
Subsidiaries
Details of subsidiary companies are set out on page 39.
Dividend
The directors have resolved to pay a cash dividend of 24 cents per share and a special dividend of 6 cents per share,
following the change in year end, to the ordinary shareholders registered in the books of the company at the dose of
business on Friday,

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12 November 1999. Payment of the dividend will be made by cheque or bank transfer on or about Friday, 19
November 1999.
Employee share incentive scheme
2 020 000 share options were awarded to employees in terms of the Corpcapital Bank Controlling Company
Limited Employee Share Incentive Scheme during the year. 9 517 920 shares were available to be awarded in
terms of the scheme at 31 August 1999.
Directors
The directors at the date of this report are: E Grolman (Chairman), E Calitz, E Ellerine, Z P Gama, A J Grant
(Managing), L E Moahloli, R S Parker, N M Phillips, M H Sacks, B J Swart, G Verhoef
T Marshall was appointed to the board on incorporation and resigned in June 1998.
J G Pienaar was appointed to the board in June 1998 and resigned in November 1998.
In terms of the articles of association, the following directors retire at the forthcoming annual general meeting, and
being eligible, offer themselves for re-election: E Calitz, Z P Gama, E Grolman, L E Moahloli, N M Phillips, M H
Sacks, B J Swart, G Verhoef
Directors' shareholdings at 31 August 1999
As at 31 August 1999, the directors held 7 479 000 ordinary shares (6,48%) in the company. 1 539 000 shares were
held directly and 5 940 000 shares indirectly, with 4 459 800 being non-beneficial holdings. Save for those
directors' shareholdings detailed below, no other director held in excess of 1% of the issued shares.
                 1999 indirect
E Ellerine         4 459 800*
B Swart             1 160 200

*Non-beneficial
There have been no material changes in directors' holdings since the financial year-end.
Declaration by the company secretary
I declare that, to the best of my knowledge, the company has lodged with the Registrar all such returns as are
required of a public company in terms of the Companies Act and that all such returns are true, correct and up to
date.
J R Welham
Company Secretary

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ACCOUNTING POLICIES
The financial statements have been prepared in accordance with the historic cost convention, except for the
revaluation of investments and securities other than subsidiaries and associates to fair value. They incorporate the
principal accounting policies set out below, and conform with generally accepted accounting practice in South
Africa.
Basis of consolidation
The group financial statements consolidate the financial statements of the company and its subsidiary company,
excluding subsidiaries where control is of a temporary nature. Results of subsidiaries acquired or disposed of
during the year are included from or to the effective dates of acquisition or disposal. The excess of the purchase
consideration over the attributable fair value of net assets acquired is recognised as goodwill.
Associated companies
An associated company is a company in which the group has a long-term interest and over which it has the ability
to exercise significant influence but not control. Included in associates are companies controlled by the group in
which the group has a long-term interest, but where control is of a temporary nature. Results of associated
companies are included from the effective dates of acquisition using the equity method.
The group's share of associated companies earnings is based on:
Listed companies
The latest available audited annual financial statements, or interim results where the financial year end of the
company is more than six months prior to 31 August.
Unlisted companies
The latest available audited annual financial statements and, where such financial statements are not for the period
ended 31 August, unaudited management financial statements.
Property and equipment
Property and equipment are stated at cost to the group and depreciated on the straight-line basis over their
estimated useful lives. The annual depreciation rates applied to categories of property and equipment are:
Office equipment and                   20%
furniture
Computer equipment                   33,3%
Vehicles                               20%

Investments and securities
Equity investments, excluding subsidiary and associated companies, are revalued to fair value. Fair values of listed
investments are based on market values, allowing for market depth and liquidity and for transaction costs. Fair
values of unlisted investments are based on discounted cash flow and/or discounted earnings valuation models.
Discount rates take into account sector, track record, stage of development, size and marketability.
Interest-bearing securities are revalued to market value.
Securities sold under sale and repurchase agreements are included in cash and liquid assets and the counterparty
liability is included in deposits and other accounts. Securities purchased under agreements to resell are included in
advances.
The net surplus or deficit on the revaluation of equity investments and interest-bearing securities is included in
income.

26
Derivative financial instruments
Derivative instruments not designated as hedges are revalued to fair value based on market value, which includes
provision for market risk where bid/offer spreads for long-dated derivatives are considered to be significant. The
net surplus or deficit on the revaluation of such derivative instruments is included in income.
Profits and losses related to derivative instruments that are designated as hedges are recognised on the same basis
as the hedged asset or liability
Offsetting
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally
enforceable right to set off the recognised amounts and there is an intention to settle on a net basis, or realise the
asset and settle the liability simultaneously.
Specific and general provisions for bad or doubtful debts
Specific provisions for bad and doubtful debts are made against identified doubtful advances, including interest
that is not serviced, and deducted from advances.
A general provision for doubtful debts is maintained to cover potential losses that, although not specifically
identified, may be present in any bank's portfolio of advances. The general provision is included in general
reserves.
Specific and general provisions made during the period are charged against income.
Foreign currencies
Transactions in foreign currencies are converted into South African currency at the exchange rate ruling at the
transaction date. Foreign currency assets and liabilities, including foreign currency trading positions, are translated
using exchange rates ruling at the balance sheet date. Exchange differences are included in income.
Deferred taxation
Deferred taxation is the tax attributable to timing differences arising from the recognition of items in taxable
income in periods different from those in which they are recognised in accounting income. Deferred taxation is
calculated at current rates using the comprehensive basis.
Revenues
Interest received and annuity product income is recognised using effective yields on underlying securities.
Net trading profit is recognised as set out above under investments and securities and under derivatives.
Commissions and fees include fees earned from providing advisory services and the arranging of financing for
clients, and are recognised as revenue when the related services are performed.
Other income is disclosed net of income-based profit share agreements.
Retirement benefits
It is the policy of the group to provide for employee retirement benefits by means of payments to pension and
provident funds which are independent from the group. The group's portion of contributions to funds is charged
against profits when incurred.

27

INCOME STATEMENTS
                                                           GROUP       COMPA
                                                                             NY
                                                              15              15
                                                          months         months
                                                           ended          ended
                                                       31 August      31 August
                                                            1999            1999
                                                 Notes      R000           R000
Interest received                                           157 771        9 513
Interest paid                                         1      69 036          106
Net interest income                                          88 735        9 407
General provision for doubtful debts                          3 170            -
                                                             85 565        9 407
Other income                                          2      74 528       34 614
Equity accounted earnings                                    10 031            -
Total income                                                170 124       44 021
Operating expenses                                    3      48 200          264
Income before taxation                                      121 924       43 757
Taxation                                              4      17 653        2 743
Attributable earnings                                       104 271       41 014
Earnings per share (cents)                            5        90,4
Headline earnings per share (cents)                   5        90,4
Ordinary dividend per share (cents)                              24
Special dividend per share (cents)                                6
Shares in issue (000)                                       115 379


28

BALANCE SHEETS
                                                           GROUP     COMPA
                                                                          NY
                                                          31 August 31 August
                                                               1999      1999
                                             Notes       R000         R000
Capital employed
Share capital and premium                       6     545 131       545 131
Reserves                                        7      72 827         6 400
Ordinary shareholders' funds                          617 958       551 531
Compulsorily convertible loan                   8     304 115             -
Total capital employed                                922 073       551 531
Liabilities
Deposits and other accounts                     9    1 695 699            -
Creditors and taxation                         10       68 368        2 743
Shareholders for dividend                               34 614       34 614
                                                     2 720 754      588 888
Assets
Cash and liquid assets                         11    1 858 848            -
Investments and securities                     12      594 693            -
Debtors, prepayments and deferred expenses     13       14 260            -
Advances                                       14      165 529            -
Subsidiary company                             15            –      588 888
Associated company                             16       82 034            -
Property and equipment                         17        5 390            -
                                                     2 720 754      588 888


29

CASH FLOW STATEMENTS
                                                     GROUP         COMPA
                                                                         NY
                                                           15             15
                                                      months         months
                                                       ended          ended
                                                   31 August      31 August
                                             Notes      R000           R000
Operating activities                                1 090 499          9 143
Cash generated from operations                  18    118 567          9 143
Movement in deposits and other accounts             1 746 414              -
Movement in advances, debtors and                   (179 789)              –
prepayments
Movement in investments and securities               (594 693)            -
Investing activities                                  (80 897)    (554 274)
Additions to fixed assets                               (8 894)           -
Investment in subsidiary                                      -   (554 274)
Investment in associate                               (72 003)            -
Financing activities                                   849 246      545 131
Share issues                                           545 131      545 131
Raising of convertible loan                            304 115            -
Net increase in cash and liquid assets               1 858 848            –
Opening cash and liquid assets                                -           –
Closing cash and liquid assets                     1 858 848            –


30

STATEMENTS OF CHANGES IN SHAREHOLDERS' FUNDS
                                       GROUP                     COMPA
                                                                      NY
                                                          15           15
                                                      months       months
                                                       ended        ended
                                                   31 August    31 August
                                                        1999         1999
                                                        R000         R000
Share capital
Shares issued                                             0,1          0,1
At the end of the year                                 0,115        0,115
Share premium
Shares issued                                        551 142      551 142
Share issue expenses                                  (6 011)      (6 011)
At the end of the year                               545 131      545 131
Retained earnings
Attributable earnings                                104 271       41 014
Ordinary dividend                                   (27 691)     (27 691)
Special dividend                                      (6 923)     (6 923)
Transfer to equity accounted reserves               (10 031)            -
At the end of the year                                 59 626       6 400
General reserves
Movement in general provision for doubtful debts       3 170             -
At the end of the year                                 3 170             -
Equity accounted reserves
Transfer from retained earnings                       10 031             -
At the end of the year                                10 031             -


31

NOTES TO THE FINANCIAL STATEMENTS
                                                    GROUP        COMPA
                                                                    NY
                                                       1999        1999
                                                       R000        R000
1. Interest paid
Convertible loan interest                             51 260            -
Other interest                                        17 776          106
                                                      69 036          106
2. Other income
Net trading profit                                    25 294             -
Annuity product income                                                  2 437            –
Commissions and fees                                                      523            -
Dividend from subsidiary company                                            -       34 614
Preference dividends                                                   46 274            -
                                                                       74 528       34 614
3. Operating expenses include
Auditors' remuneration                                                    357           10
Audit fees                                                                322           10
Other services                                                             35            -
Directors' emoluments                                                                1 941
Executive directors
Remuneration, paid by company                                                        1 340
Remuneration, paid by subsidiary                                                       163
Non-executive directors
Fees, paid by company                                                                    58
Fees, paid by subsidiary                                                                380
Depreciation                                                            3 504
Operating lease charges-property                                          607


32
                                                                       GROUP       COMPANY
                                                                         1999          1999
                                                                         R000          R000
4. Taxation
Taxation charge
South African normal taxation
-current                                                                 14 644         2 743
-deferred                                                                 3 009             -
                                                                         17 653         2 743
Reconciliation of rate of taxation
Standard rate                                                             30,0%         30,0%
Exempt income                                                           (19,0%)       (23,7%)
Disallowable items                                                         3,5%              -
Effective rate                                                            14,5%          6,3%
5. Earnings per share
Earnings per share and headline earnings per share are calculated by
dividing headline earnings, which is equal to attributable earnings,
by the weighted average number of shares in issue and to be issued.
There is no dilution resulting from the listed options issued by
the company, the compulsorily convertible loan payable by
Corpcapital Bank Limited or the options awarded to employees
in terms of the company share scheme.
6. Share capital and premium
Authorised share capital
1 000 000 000 ordinary shares of 0,0001 cent                                  1             1
Issued share capital
115 379 200 ordinary shares of 0,0001 cent                                   0,1           0,1
Share premium                                                           545 131       545 131
Total share capital and premium                                         545 131       545 131
The company has 19 229 867 listed options in issue. The option
holders may subscribe for ordinary shares in the company on
2 June 2003 at a price of 800 cents per share.



33
                                                                       GROUP       COMPANY
                                                                         1999          1999
                                                                         R000          R000
7. Reserves
Retained earnings                                                           59 626        6 400
General reserve
General provision for doubtful debts                                         3 170            -
Equity accounted reserves                                                   10 031            -
                                                                            72 827        6 400
8. Compulsorily convertible loan
Payable by Corpcapital Bank Limited
The loan is convertible into Corpcapital Bank Limited shares
on 13 November 2003 by reference to the net asset value
of the company at the time of conversion.
Corpcapital Bank Controlling Company Limited has purchased
the conversion rights attached to the loan.
The loan bears an effective interest rate of 21,44% per annum.
9. Deposits and other accounts
Fixed and notice deposits                                                   146 841
Demand deposits                                                             126 682
Banks                                                                        23 392
Other                                                                       103 290
Liabilities in respect of repurchase agreements                           1 370 916
Convertible loan interest                                                    51 260
                                                                          1 695 699
Maturity analysis
On demand to one month                                                    1 630 696
One month to one year                                                        13 743
One year to five years                                                       51 260
                                                                          1 695 699



34
                                                                          GROUP       COMPANY
                                                                            1999          1999
                                                                            R000          R000
10. Creditors and taxation
Creditors                                                                   50 715            -
Taxation                                                                    14 644        2 743
Deferred taxation                                                            3 009            -
                                                                            68 368        2 743
Deferred taxation comprises unrealised profit on
restatement of securities to fair value.
11. Cash and liquid assets
Cash                                                                            994
Balances with central bank                                                   36 663
Balances with other banks                                                   419 586
Bonds                                                                     1 370 916
Other liquid assets                                                          30 689
                                                                          1 858 848
Bonds and other liquid assets comprise securities qualifying as liquid
assets in terms of regulations issued under the Banks Act.
12. Investments and securities
Listed equities                                                             94 571
Unlisted                                                                   500 122
Cumulative, redeemable preference shares                                   375 985
Credit linked notes                                                        124 137
                                                                           594 693
The preference shares are redeemable within a five year period
and yield semi-annual dividends at a rate of 17,5% per annum.
The credit linked notes are dollar denominated and fully hedged,
with yields varying based on certain credit events, and mature
within a 10-year period.
See page 39 for details of the non-consolidated subsidiary included
under listed equities.




35
                                                                         GROUP        COMPA
                                                                                         NY
                                                     1999       1999
                                                     R000       R000
13. Debtors, prepayments and deferred expenses
Prepayments and deferred expenses                   11 902
Debtors                                              2 358
                                                    14 260
14. Advances
Corporate loans                                    143 260
Secured                                            103 912
Unsecured                                           39 348
Corpcapital Bank Controlling Company share trust    22 269
                                                   165 529
Maturity analysis
On demand to one year                               63 906
One year to five years                             101 623
                                                   165 529
All advances have been made in South Africa.
15. Subsidiary company
Shares at cost                                                515 000
Loan receivable                                                39 274
Dividend receivable                                            34 614
                                                              588 888
See page 39 for details of the company.


36
                                                   GROUP      COMPA
                                                                 NY
                                                     1999       1999
                                                     R000       R000
16. Associated company
Shares at cost                                           1
Share of post-acquisition retained earnings         10 031
                                                    10 032
Loan receivable                                     72 002
                                                    82 034
Share of net assets
Investments                                         156 052
Interest-bearing debt                              (73 832)
Net current liabilities                               (186)
                                                     82 034
See page 39 for details of the company.
17. Property and equipment
Equipment, furniture and vehicles
Cost                                                  8 894
Accumulated depreciation                            (3 504)
Net book value                                        5 390
18. Cash generated from operations
Income before taxation                                                                 121 924                43 757
Depreciation                                                                             3 504                     -
Equity accounted earnings                                                             (10 031)                     -
Dividends declared not received                                                              -              (34 614)
Provision for doubtful debts                                                             3 170                     -
Cash generated from operations                                                         118 567                 9 143
19. Contingent liabilities and guarantees
Guarantees and letters of credit                                                           92 432


37
                                                                                           GROUP            COMPANY
                                                                                             1999               1999
                                                                                             R000               R000
20. Derivatives
Interest rate instruments
Notional principal                                                                          680 000
Foreign exchange instruments
Notional principal                                                                           40 000
Notional principal
Notional principal represents the aggregate of outstanding contracts
at year end. This figure does not give any indication of the market risk
associated with the positions.
21. Related party transactions
Profit sharing arrangement
Corpcapital Limited provides contractual executive personnel to
Corpcapital Bank Limited by virtue of which it shares in profits
earned from those activities, including the structured financial
products and treasury operations, on a predetermined basis.



38

SUBSIDIARY AND ASSOCIATED COMPANIES
                                                                                                                     Interest of
                                                                                                                  Holding company
                                                                                                                                      Net
                                                                                 Issued                           Shares     indebtedness
                                                                               ordinary         Effective
                                                                                 capital         holding            1999             1999
Subsidiary company                                                                    R                %           R000              R000
Corpcapital Bank Limited (note 15)                                                     1             100         515 000            73 888
                                                                                                                                     R000
Analysis of income from subsidiary
Interest in headline earnings                                                                                                       97 871
The nature of business of the subsidiary is detailed
in the executive review.
                                                                                                                                   Group
                                                                                                                Effective        carrying
                                                                                                                 holding          amount
                                                                                                                    1999             1999
Associated company                                                                                                     %            R000
Non-consolidated subsidiary included as associate
Micawber 128 (Pty) Limited (a) (b) (note 16)                                                                         100            82 034
(a) The company's year end is 28 February
(b) The group has a long-term interest, but control is of a temporary nature
                                                                                                                                Effective
                                                                                                                                 holding
                                                                                                                                    1999
Non-consolidated subsidiary company included in investments and securities                                                             %
Venmil Limited (c)                                                                                                                     82
(c) Control is of a temporary nature
                                                                                                                                     1999
Additional disclosure for non-consolidated subsidiary companies                                                                      R000
Non-consolidated subsidiary included as associate
Micawber 128 (Pty) Ltd (d)
Net assets
Holding company loan                                                                                              (72 002)
Interest-bearing debt                                                                                             (73 832)
Investments                                                                                                       156 052
Net current liabilities                                                                                              (186)
Net assets                                                                                                          10 032
Earnings
Headline earnings for the year                                                                                     10 031
Non-consolidated subsidiary included in investments and securities
Venmil Limited (e)
Net assets
Cash                                                                                                              120 854
Current liabilities                                                                                                (2 935)
                                                                                                                  117 919
Net assets
Earnings
Headline earnings from effective date of acquisition                                                                  215
Nature of business
(d) Property and related interests
(e) Cash shell




39

CAPITAL ADEQUACY STATEMENT
                                                                                                         Risk–
                                                                                  Risk-      Total    weighted
                                                                              weighting      assets      assets
                                                                                  R000       R000        R000
Cash, interbank deposits and claims
on central government                                                              0%     1 407 580          -
Trade transactions                                                                20%       567 770    113 554
All other assets                                                                 100%       745 404    745 404
Total                                                                                     2 720 754    858 958
Qualifying capital                                                                                       R000
Primary capital
Share capital and premium                                                                              545 131
Retained earnings                                                                                       59 626
Equity accounted reserves                                                                               10 031
                                                                                                       614 788
Secondary capital
General reserves                                                                                         3 170
Compulsorily convertible loan                                                                          304 115
                                                                                                       307 285
Total qualifying capital                                                                               922 073
Qualifying capital to risk-weighted assets                                                                (%)
Primary capital                                                                                             72
Secondary capital                                                                                           35
                                                                                                           107
Risk-weighted capital requirement at 15% ( R000)                                                       128 844



40

ANALYSIS OF SHAREHOLDERS
at 31 August 1999
                                                                                            Shares
                                                               Shareholders         %          000          %
Ordinary shares
Holding company                                                           1         0,1     56 379        48,9
Directors                                                                11         0,9      7 479         6,5
Other individuals                                                     1 010        85,5      4 425         3,8
Institutions and other corporates                                       159        13,5     47 096        40,8
                                                                      1 181        100     115 379        100
Range of ordinary
Shareholders
1-999                                                686       5 8,1        411    0,4
1 000-9 999                                          363        30,7      1 277    1,1
10 000-100 000                                        91         7,7      2 535    2,2
100 001 shares and over                               41         3,5    111 156   96,3
                                                   1 181        100     115 379   100
Major holders                                                                       %
(holding greater than 5% of the issued
ordinary shares)
Corpcapital Limited                                                               49,0
Kensani (Pty) Ltd                                                                  8,7
Fourth Nominees (Pty) limited                                                      5,4



41

ANALYSIS OF OPTION HOLDERS
at 31 August 1999
                                                  Option                Options
                                                  Holders         %         000     %
Listed options
Holding company                                         1         0,1     4 462   23,2
Directors                                              11         0,9     1 270     6,6
Other individuals                                   1 012       85,8        825     4,3
Institutions and other corporates                     155       13,2     12 673   65,9
                                                    1 179        100     19 230    100
Range of option holders
1-999                                               1 006       85.3        219     1,1
1 000-9 999                                           108         9,2       336     1,7
10 000-100 000                                         41         3,5     1 393     7,3
100 001 shares and over                                24         2,0    17 282   89,9
                                                    1 179        100     19 230    100
Major holders                                                                        %
(holding greater than 5% of the listed options)
Nedcor Bank Nominees Limited                                                      29,2
Corpcapital Limited                                                               23,2
Kensani (Pty) Limited                                                              8,7




42

JOHANNESBURG STOCK EXCHANGE PERFORMANCE
                                  1999
Ordinary shares
Market price (cents)
-Closing                                                        365
-High                                                           475
-Low                                                            260
Closing market capitalisation (R000)                        421 133
Closing price/12 month earnings (times)                          6,4
Closing number of shares in issue (000)                     115 379
Volume of shares traded (000)                                21 444
Total value of transactions (R000)                           81 723
Average price per share (cents)                                 381
Volume traded to number of shares (%)                             19
Listed options                                         1999
Market price (cents)
-Closing                                                  80
-High                                                    140
-Low                                                      57
Closing market capitalisation (R000)                  15 384
Closing number of options in issue (000)              19 230
Volume of options traded (000)                         8 449
Total value of transactions (R000)                     8 053
Average price per option (cents)                          95
Volume traded to number of options (%)                    44


43

SHAREHOLDERS' DIARY
Financial year-end                                31 August
Announcement of interim results                   March
Announcement of annual results and dividend       October
Annual report                                     November
Dividend payment                                  November
Annual general meeting                            January


ANNUAL GENERAL MEETING
A circular to Corpcapital Bank Controlling Company Limited shareholders incorporating a notice of annual general
meeting will be posted during December 1999.

ADMINISTRATION
Corpcapital Bank Controlling Company Limited
(formerly Fulcrum Science and Technology Bank Controlling Company Limited)
Company registration number 98/08346/06
Business address and registered Office
2 Arnold Road, Rosebank, Johannesburg, 2196
PO Box 91656, Auckland Park, 2006
Telephone: 27 11 283 0110
Fax: 27 11 283 0112
E mail: mailbag@corpbank.co.za
Internet address: www.corpbank.co.za
Bankers
Mercantile Bank Limited, Nedcor Bank Limited
Auditors
PricewaterhouseCoopers Inc
2 Eglin Road
Sunninghill, 2157
Telephone: 27 11 797 4000
Company secretary
J R Welham
2 Arnold Road, Rosebank, Johannesburg, 2196
Transfer secretaries
Mercantile Registrars Limited
11 Diagonal Street
Johannesburg, 2000
Telephone: 27 11 370 5000
Fax: 27 11 370 5271

44

				
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