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FINANCIALS

DIRECTORS' REPORT

General review | Directors and secretary | Directors' interests | Cash dividends | Corporate governance | Subsidiaries | Special resolution | Special resolutions of subsidiaries | Interest in Trencor | Analysis of shareholders

General review

The nature of the company’s business is described here. The financial results are reflected in the financial statements here.

The estimated proportion of income after tax attributable to the various classes of business of the group is as follows:

 20082007
 % %
Loss on dilution of investment in associate(0,2) (0,4)
Share of profit of associate100,5 100,8
Other(0,3) (0,4)
 100,0 100,0

Directors and secretary

The names of the directors appear on here and that of the secretary here. Mr H A Gorvy resigned as a director on 31 March 2009 and, on that date, Mr D M Nurek was appointed in his stead.

In terms of the articles of association Messrs C Jowell and N I Jowell retire by rotation at the forthcoming annual general meeting and Mr D M Nurek, who was appointed after the preceding annual general meeting, also retires. These retiring directors are eligible and offer themselves for re-election.

Brief résumés of the directors are presented here.

Directors’ interests

The aggregate of the direct and indirect beneficial interests of the directors in the issued shares of the company at 31 December 2008 was 25,1% (2007: 25,1%).

The direct and indirect beneficial interests of each director who held in excess of 1% of the issued shares at 31 December 2008 and 2007 were as follows:

20082007
 % %
C Jowell12,412,4
N I Jowell 12,6 12,6
There have been no changes in these interests between the financial year-end and the date of this report.

Cash dividends

       
  Payment Record Payment Cents Total
  number date date per share Rm
2007          
Interim 68 21/09/07 25/09/07 1,75 18,7
Final 69 04/04/08 07/04/08 4,70 50,2
2008          
Interim 70 05/09/08 08/09/08 2,80 29,9
Final 71 03/04/09 06/04/09 6,05 64,6

Corporate governance

The report on corporate governance is presented here.

Subsidiaries

The company holds 100% (2007: 100%) of the 700 000 (2007: 700 000) issued shares of Mobile Acceptances (Pty) Ltd. Details of this investment are as follows:

20082007
 Rm Rm
Shares at cost2,42,2
Profit for the year0,4 0,3

Mobile Acceptances (Pty) Ltd, in turn, holds 100% (2007: 100%) of the 100 (2007: 100) issued shares of Transport Acceptances (Pty) Ltd. These subsidiaries are incorporated in the Republic of South Africa and are partners in export partnerships.

Special resolutions

At the annual general meeting held on 19 May 2008, shareholders passed a special resolution, which was registered on 29 May 2008, to grant the company a general authority for the acquisition by the company or any of its subsidiaries of shares issued by the company. This 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 103 000 shares as a result of the exercise of options in terms of The Trencor Share Option Plan. At 31 December 2008 the company had a 46,26% interest (2007: 46,29%) in the issued share capital of Trencor.

Analysis of shareholders

An analysis of shareholders and of holders who held 3% or more of the issued shares at 24 December 2008 is presented here.

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