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FINANCIALS

DIRECTORS' REPORT

Nature of business | General review | Directors & secretary | Directors' interests | Dividend | 6% convertible debenture interest payments | Corporate governance | Subsidiary | Special resolution | Special resolutions of subsidiaries | Interest in Trencor | Analysis of share and debenture holders |

Nature of business
Mobile is an investment holding company listed on the JSE Securities Exchange South Africa and is the pyramid company of Trencor Ltd. The company's interests comprise a holding of 47% in Trencor Ltd and 100% (2003: 74%) in Mobile Acceptances (Pty) Ltd.

TRENCOR
The company's main investment is a holding of 47,37% (2003: 47,26%) of the issued share capital and 47,96% (2003: 47,96%) of the 6% convertible debentures of Trencor Ltd, a holding company listed on the JSE Securities Exchange South Africa. Trencor's core business activities worldwide are:

  • owning, financing, leasing and managing marine cargo containers;
  • owning and leasing various types of returnable packaging units (such as beer kegs) together with the appropriate technology and hardware, including transponders and software systems;
  • supply chain and other mobile asset management services; and
  • finance related activities.

Members are directed to the Chairman's statement and results of Trencor which are fully reported on in the accompanying annual report.

MOBILE ACCEPTANCES
Your company's 100% subsidiary, Mobile Acceptances (Pty) Ltd, and its wholly-owned subsidiary Transport Acceptances (Pty) Ltd, provided instalment credit and leasing facilities to transport operators.

In December 2001, Mobile Acceptances and Transport Acceptances ceased writing new business and the administration and collection of the debtors' book was transferred to Wesbank, a division of FirstRand Bank Ltd, which held the remaining 26% in Mobile Acceptances. Effective 31 May 2004 the remaining debtors' book of Transport Acceptances was sold to Wesbank and the company acquired Wesbank's 26% interest in Mobile Acceptances.

General review
The financial results are reflected in the financial statements on pages 72 to 82. The estimated proportion of income after taxation attributable to the various classes of business of the group is as follows:

20042003
%%
Share of profit/(loss) of associate company101,6(101,3)
Finance income(1,6)1,3
100,0100,0

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Directors and secretary
The names of the directors appear on page 66 and that of the secretary on page 83. Mr E Oblowitz was appointed as an independent non-executive director with effect from 3 March 2004. Mr D M Nurek resigned as a director on 19 May 2004.

In terms of the articles of association Messrs C Jowell and N I Jowell retire by rotation at the forthcoming annual general meeting but, being eligible, offer themselves for re-election.

Brief résumés of the directors are presented on page 84.

Directors' interests
The aggregate of the direct and indirect interests of the directors in the issued securities of the company at 31 December 2004 and 2003 were as follows:

ORDINARY'N'
ORDINARY
6% CONVERTIBLE
DEBENTURES
Beneficial %32,926,60,02

The direct and indirect interests of each director who held in excess of 1% of the issued securities at 31 December 2004 and 2003 were as follows:

ORDINARY'N' ORDINARY
Beneficial %
C Jowell15,813,4
N I Jowell17,013,2

There have been no changes in these interests between the financial year-end and the date of this report.

Dividend
On 28 February 2005 the board declared a dividend (number 63) of 0,9 cents per share (2003: nil) in respect of the year ended 31 December 2004 as follows:

Last day to trade cum the dividendFriday, 1 April 2005
Trading commences ex the distributionMonday, 4 April 2005
Record dateFriday, 8 April 2005
Payment dateMonday, 11 April 2005

This dividend will only be accounted for in the 2005 financial year. No Secondary Tax on Companies will be payable on this dividend (refer note 10 to the financial statements). As Mobile's net income is almost entirely dependent upon the receipt of dividends by Trencor, any decision to declare dividends depends on the declaration of a dividend by Trencor. It is the intention of the Trencor board to consider paying dividends on an annual basis.

6% convertible debenture interest payments

PAYMENT
NUMBER
RECORD
DATE
PAYMENT
DATE
AMOUNT PER
DEBENTURE
CENTS
TOTAL
R'000
2518/06/0430/06/046,753 829
2617/12/0431/12/046,753 829

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Corporate governance
The report on corporate governance is presented on pages 67 and 68.

Subsidiary
The company holds 100% (2003: 74%) of the 700 000 (2003: 700 000) issued ordinary shares of Mobile Acceptances. Details of this investment are as follows:

20042003
R'000R'000
Shares at cost2 2331 184
Net profit for the year5281 266

Special resolution
At the annual general meeting held on 19 May 2004, shareholders passed a special resolution, which was registered on 1 June 2004, to grant the company a general authority for the acquisition by the company or any of its subsidiaries of shares issued by the company, which authority is valid until the earlier of the next annual general meeting or the variation or revocation of such general authority by special resolution by any subsequent general meeting of the company, provided that it shall not extend beyond fifteen months from the date of passing of the resolution.

Special resolutions of subsidiaries
No special resolutions were passed by the company's subsidiaries during the year under review.

Interest in Trencor
During the year under review, the number of shares in issue in Trencor increased by 392 500 shares as a result of the exercise of options by certain of its employees.

Mobile acquired an additional 355 150 shares in Trencor on 29 September 2004 at a cost of R12,00 per share. As a result the company's interest in the issued share capital of Trencor at 31 December 2004 was 47,37% compared to 47,26% on 31 December 2003.

Subsequent to the year-end, the number of shares in issue in Trencor increased by 400 000 as a result of the exercise of options by certain of its directors and, accordingly, the company's interest in the issued share capital of Trencor decreased from 47,37% to 47,25%.

Analysis of share and debenture holders
An analysis of share and debenture holders and of holders who held 5% or more of the issued securities at 31 December 2004 is presented on page 83.

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