PUTCO PROPERTIES LIMITED ANNUAL REPORT 2005

PUTCO PROPERTIES LIMITED ANNUAL REPORT 2005

Putco Properties Limited Annual Report 2005

EIGHTEENTH ANNUAL REPORTFor the year ended 30 June 2005

ContentsDirectorate and Secretary 1Shareholders’ diary 1Analysis of shareholding 2Corporate governance report 3Chairman’s statement 5Group value added statement 6Directors’ statement of responsibility 7Secretary’s statement 7Report of independent auditors 8Directors’ report 9Income statements 10Balance sheets 11Statements of changes in equity 12Cash flow statements 13Accounting policies 14Notes to the annual financial statements 16Interest in subsidiaries 21Dividend announcement 21Notice of annual general meeting 33Proxy form for annual general meeting 35

CIRCULAR RE PROPOSED NAME CHANGECircular re proposed name change 22Form of surrender (Pink) 31

PUTCO PROPERT I E S L IM I T EDIncorporated in the Republic of South Africa(Reg No 1988/001085/06)

DirectorsDr J H de Loor (Chairman and Independent non-executive) (Appointed 1 July 2003 and resigned 30 September 2004)A B Adrian (Chairman and Independent non-executive) (Appointed 30 September 2004)A Carleo (Chief Executive Officer)E M R L Oldham (Managing Director)B C Carleo (Non-executive)L A Carleo (Non-executive) (Resigned 30 September 2004)F G Pisapia (Non-executive) (Appointed 16 September 2003 and resigned 30 September 2004)A L Carleo-Novello (Non-executive) – alternate to L A Carleo (Resigned 30 September 2004)P Senatore (Non-executive) (Appointed 30 September 2004)P Nucci (Independent non-executive) (Appointed 30 September 2004)

Audit CommitteeA B Adrian (Chairman)E M R L OldhamP Senatore B C Carleo

SecretaryB A Holford (Appointed 8 July 2004) (Resigned 31 December 2004)D Campbell (Appointed 1 January 2005)

Registered OfficeCarlin House8, 4th Street, Wynberg, Johannesburg, 2090P O Box 39002, Bramley, Johannesburg, 2018

Share Transfer SecretariesComputershare Investor Services 2004 (Pty) Limited70 Marshall StreetMarshalltownP O Box 61051, Johannesburg, 2107

AuditorsErnst & YoungWanderers Office Park52 Corlett Drive, IllovoP O Box 2322, Johannesburg, 2000

SHAREHOLDERS ’ D IARY

Financial year-end 30 JuneAnnual General Meeting 16 November

Reports and financial statements PublishedInterim MarchFinal September

Dividends Declared/PaidInterim March/AprilFinal September/October

D IR E C TORAT E AND S E CR E TARY

Putco Properties Limited Annual Report 2005 1

Shares Shares Number of held heldCategory of shareholder shareholders (000) %

Non-public Carleo Enterprises (Proprietary) Limited 1 15 263 53,0Carleo Investments (Proprietary) Limited 1 55 0,2Directors 3 40 0,1

5 15 358 53,3

Public Endowment, Mutual and Pension Funds 8 876 3,0Nominees and Trusts 58 3 516 12,3Other institutional holdings 43 3 290 11,4Individuals 505 5 753 20,0

614 13 435 46,7

Total 619 28 793 100,0

Concentration of shareholding 1 – 1 000 215 66 0,2 1 001 – 5 000 186 362 1,3 5 001 – 100 000 180 3 938 13,7 100 001 – 1 000 000 37 9 164 31,8 1 000 001 – upwards 1 15 263 53,0

619 28 793 100,0

Major shareholders Other than those outlined above, the company is not aware of any shareholder who was directly or indirectly interested in 5% or more of the issued shares of the company at year-end.

ANALYS I S O F SHAREHOLD INGfor the year ended 30 June 2005


Corporate governance incorporates the adoption and monitoring of sound and effective systems of internal control, the assessment and management of business risks and the definition and implementation of appropriate business procedures. Responsibilities are fixed, directed and controlled for the purpose of administering and safeguarding shareholders’ interests and Group assets. The directors of Putco Properties deem corporate governance to be vitally important and are unreservedly committed to applying the principles necessary to ensure that good corporate governance is practised. For this they accept full responsibility. These principles include integrity, transparency and accountability of the directors to all stakeholders. In pursuit of these ideals the intention is to exceed “minimum requirements” with due consideration to international trends and codes. Corporate governance within the Putco Properties group is managed and monitored by a unitary board of directors. The board is of the opinion that the Group currently complies with the main principles incorporated in the code of corporate practices and conduct as set out in the King II report and the JSE Limited listing requirements, except for the fact that the company does not have a remuneration committee, as this function is being performed by the main board. Some administrative requirements are performed by Putco Limited for which Putco Properties pays an administration fee.

Board of directorsIts primary responsibilities include discussing and reviewing the strategic direction of Putco Properties and monitoring investment decisions, considering significant financial matters and reviewing performance. In addition, specific attention is given to ensuring that a comprehensive system of policies and procedures is operative and compliance with corporate governance principles is reviewed regularly. The Board is chaired by an independent non-executive director, and consists of two executive and four non-executive directors. The names and credentials of the directors in office during the year, are detailed on page 1. The Board remains responsible to the shareholders in the exercise of its duties.

Non-executive directors contribute an independent view to matters under consideration and add to the breadth and depth of the experience of the Board. The roles of chairman and chief executive are separate with responsibilities divided between them. All directors have the appropriate knowledge and experience necessary to effect their duties with each actively involved in the Group’s affairs. Generally, directors have no fixed term of appointment but one third retires by rotation every year and, if available, are considered for reappointment at the annual general meeting. Non-executive directors receive no benefits from Putco Properties other than their directors’ fees. All board members are required to disclose their shareholdings in Putco Properties, other directorships and any potential conflict of interest. They are then required to excuse themselves from any discussions and decisions on matters in which they have a conflict of interest.

Board meetings are held at least quarterly, with additional meetings called where circumstances necessitate. Effective chairmanship and a formal agenda, raising issues that require attention, ensure that proceedings are conducted efficiently and all appropriate matters addressed. All relevant information is supplied to directors timeously. Meetings are not dominated by one person or group of persons, rather the interests of all stakeholders remain at the core of all decisions. Members have unlimited access to the group secretary, who acts as an adviser to the board on issues including compliance with new policies and procedures, statutory regulations and best corporate practices. Furthermore, the advice of independent professionals may be obtained by any board member in appropriate circumstances, at the expense of the Company. The name and address of the secretary is on page 1. All new board appointments or changes to the board are approved by the board at properly constituted board meetings at which the independent non-executive chairman presides. Detailed curriculum vitas of the proposed directors are provided to the members of the board for consideration.

Currently the company only has one board committee, namely the Audit committee. Specific responsibilities have been delegated to the audit committee with defined terms of reference from an approved charter.

Audit committeeThe audit committee identifies and continuously evaluates exposure to significant risks, reviews the appropriateness and adequacy of the systems of internal finance and operational control, reviews accounting policies and financial information issued to the public and provides for effective communication between directors and external auditors. The committee has two independent non-executive members and one executive member and their details are provided on page 1.

The audit committee Charter provides clear terms of reference to the audit committee. In drafting this Charter, full consideration was given to current international trends and developments pertaining to audit committees. Committee members have unlimited access to all information, documents and explanations required in the discharge of their duties. This authority has been extended to the external auditors. The committee sets principles for recommending the use of external audit for non-audit services. The activities of the committee are reviewed by the members via an annual self assessment exercise. Furthermore, the main board is provided with regular reports on the committee’s activities.

The committee, which is chaired by Mr A B Adrian, meets at least twice a year. Meetings are attended by invitees including the financial executive, external auditors and company secretary. The Charter also prescribes that sessions may be held with no management present, to ensure that matters are considered without undue influence. The external auditors have unlimited access to the Chairman.

CORPORAT E GOVERNANCE


Accountability and auditInternal controlThe Board of Directors is responsible for the Group’s systems of internal control. Responsibility for the adequacy, extent and operation of these systems is delegated to the executive directors. To fulfil this responsibility, accounting records and appropriate systems of internal control are developed and maintained.

The directors report that the Group’s internal controls and systems are designed to provide reasonable, but not absolute, assurance as to the integrity and reliability of the financial statements, to safeguard, verify and maintain accountability for its assets and to detect and minimise fraud, potential liability, loss and material misstatement, while complying with applicable laws and regulations

The directors have satisfied themselves that the systems and procedures of internal controls are implemented, maintained and monitored.

No indications exist that these systems of internal control were not appropriate. Furthermore, no material loss, exposure or misstatement arising from a material breakdown in the functioning of the systems has been reported to the directors in respect of the year under review.

External Audit The external auditors provide an independent assessment of systems of internal financial control and express an independent opinion on the annual financial statements. The external audit function offers reasonable, but not absolute assurance on the accuracy of financial disclosures.

Risk managementThe Board through its executives, together with the system of internal control, identifies and manages significant Group risks on an ongoing basis. This enables it to discharge its responsibilities for ensuring that the wide range of risks associated with its operations are effectively managed in support of the creation and preservation of all stakeholders’ value.

Public and shareholdersCommunication to the public and shareholders embodies the principles of balanced reporting, understandability, openness and substance over form.

Code of conductPutco Properties has a formal code of conduct that has been explicitly adopted by the Board of Directors. The code is consistent with the principles of integrity, honesty, ethical behaviour and compliance with all laws and regulations.

CORPORAT E GOVERNANCEcontinued


OverviewRental revenue decreased by 11,5%, as compared to the previous year, albeit there was a 9% escalation in rental charges. The reasons were that the Wembly, Lea Glen and Garthdale properties did not attract the 9% rental increase, as previously agreed to by the Board. Further reasons were the losses of the Boksburg rental with its sale for R4,5 million on 31 March 2004, the Wembly (Glenesk) rental with its sale for R5,5 million on 21 December 2004 and the Alrode rental with its sale for R4,5 million on 10 May 2005. These sales resulted in an increase in our cash resources.

Treatment of rental incomeIn the past, operating lease income was recognised by entities as they fell due by the lessee. Although this practice became effective in 2000 (in terms of AC 105) or 1999 (in terms of IAS 17) it was not applied as a result of previous interpretation. More detailed guidance has now been issued internationally by the major accounting fi rms, requiring entities to “straightline” leases over a period of the fi nite lease agreements, where such lease agreements contain fi xed escalation clauses.

As a result of the above, there was an increase in opening retained earnings (net of deferred tax) amounting to R15,031 million and a decrease in current year’s profi t amounting to R2,463 million (2004: R0,956 million).

Operating income and expensesThe major change in operating income from R0,655 million (2004) toR7,526 million (2005) is as a result of the revaluation of our properties. Operating expenses decreased from R2,765 million (2004) to R2,592 million (2005), being a reduction of 6,3%.

New agreementA new agreement was entered into with Putco Proprietary Limited for the provision of shared property services as from 1 January 2005. The administrative fees agreement was cancelled as from the same date and this function was taken over by the company. The increased difference in cost is approximately R7 000 per month.

Additional staff costs of R52 861 were incurred from 1 October 2004 to 30 June 2005.

MaintenanceThe cost of the maintenance of the properties was RO,983 million (2004: RO,550 million). This was conducted in accordance with a maintenance plan approved by management at budget time.

InsuranceInsurance has decreased by 35% compared to last year. This is due to a reduction in overall insurance rates following the restructuring of our insurance cover.

Net profitThe net profi t before taxation is R30,084 million (2004: R27,489 million).The net profi t after taxation is R21,633 million (2004: R16,416 million).

InterestInterest received has decreased due to fewer funds being available when compared to the same period last year. The purchase of the Lonehill property for R13,6 million in May 2004 was partly recouped by the sales of the Boksburg, Wembly and Alrode properties.

Furthermore bank call rates reduced from 12,25% to 6,5% in the past two and a half years.

Valuation of propertiesAn offi cial revaluation of our property portfolio was conducted at year-end. This resulted in a net revaluation amount of R7,526 million.

Lonehill propertyAs stated previously the fi rm of Di Cicco and Buitendag were appointed as Town Planning and Property Consultants. Knutton Consulting are acting as Engineering Consultants. Progress is on track and it is estimated that fi nal promulgation in the Government Gazette will take place by approximately July 2006.

LoansThe company has no loans.

Capital commitmentsThe company has no capital commitment at year-end.

Future prospectsAs reported in Putco Properties 2004 annual fi nancial statements, a strategic plan has been developed to grow Putco Properties Limited into a fully-fl edged property investment company by acquiring quality, income producing retail and offi ce properties throughout South Africa and at the same time disposing of the currently owned properties that do not fall into our current client’s long-term plans. The time is right to investigate diversifi cation into other property development projects in industrial, commercial and residential markets.

The Board is of the opinion that this strategy needs to be refl ected in the name of the company and have thus decided to propose that the name be changed in order to effectively describe and identify the company’s core business and differentiate the brand of the company in a market perspective (being a property investment company) from that of Putco Proprietary Limited (being a company previously listed on the JSE which provides daily commuter transport services primarily in the Gauteng and Mpumalanga areas).

The proposed new name for the company is Putprop Limited.

Dividend declarationThe directors have decided to declare a fi nal dividend of R0,25 cents per share.Including the interim dividend of R0, 25 cents per share, the total for the year will be R0,50 cents (2004: R0, 55cents). This dividend will be paid on or about 24 October 2005, to shareholders registered on 21 October 2005.

ConclusionI wish to thank my fellow directors and management for their contribution to the year’s results.

A B AdrianChairman21 September 2005

CHA IRMAN’S S TAT EMENT


2004 2005 Restated R’000 % R’000 %

Rent received 23 911 27 038 Materials and services bought (2 519) (2 715) Interest received 1 242 2 562 Fair value adjustments of properties 7 526 655

Total wealth created 30 160 100% 27 540 100%

Distributed as follows:

To pay providers 15 839 53% 15 837 58%

Dividends to shareholders 15 836 15 836 Interest paid 3 1

To pay government 8 524 28% 11 123 40%

Normal tax payable 6 471 9 093 Secondary tax 1 980 1 980 RSC levies 52 46 Rates 21 4

To provide for replacement and expansion 5 797 19% 580 2%

Increase in distributable reserves 5 797 580

Total wealth distributed 30 160 100% 27 540 100%

GROUP VALUE ADDED S TAT EMENTfor the year ended 30 June 2005


The directors are responsible for the preparation, integrity and fair presentation of the Group and Company annual financial statements of Putco Properties Limited. The Group and Company annual financial statements, presented on pages 9 to 21, have been prepared in accordance with South African Statements of Generally Accepted Accounting Practice and include amounts based on judgments and estimates made by management. The directors also prepared the other information included in the financial report and are responsible for both its accuracy and its consistency with the Group and Company financial statements.

The going-concern basis has been adopted in preparing the Group and Company financial statements. The directors have no reason to believe that the Group or the Company will not be going concerns in the foreseeable future, based on forecasts and available cash resources. The viability of the Group and the Company are supported by the financial statements.

The directors are satisfied that the Group and Company financial statements fairly present the state of affairs of the Group and Company and that there was no material breakdown in the system of internal control during the year.

The Group and Company financial statements have been audited by independent auditors, Ernst & Young, who were given unrestricted access to all financial records and related data, including minutes of all meetings of shareholders, the board of directors and committees of the board. The directors believe that all representations made to the independent auditors during their audit were valid and appropriate. It is the responsibility of the auditors to report on the Group and Company financial statements in conformity with South African Auditing Standards.

Ernst & Young’s audit report is presented on page 8.

The financial statements were approved by the board on 21 September 2005.

A B Adrian E M R L OldhamChairman Managing Director

Johannesburg21 September 2005

COMPLIANCE STATEMENT BY THE COMPANY SECRETARY

The Company secretary, D Campbell, certifies that the Company has lodged with the Registrar of Companies all such returns as are required for a listed company in terms of the Companies Act, 1973, as amended, and that all such returns are true, correct and up to date in respect of the financial year reported.

D Campbell CA (Scotland)Secretary


D IR E C TORS ’ S TAT EMENT OF R E SPONS I B I L I T Y for the year ended 30 June 2005

S TAT EMENT BY TH E COMPANY S E CR E TARYfor the year ended 30 June 2005


We have audited the Company annual financial statements and Group annual financial statements of Putco Properties Limited set out on page 9 to 21 for the year ended 30 June 2005.

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.

ScopeWe 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 misstatements.

An audit includes:• Examining, on a test basis, evidence supporting the amounts and

disclosure in the financial statements;• Assessing the accounting principles used and significant estimates made by

management; and• Evaluating the overall financial statements presentation.

We believe that our audit provides a reasonable basis for our opinion.

Audit opinionIn our opinion these financial statements fairly present in all material respects the financial position of the Company and the Group at 30 June 2005, and the results of their operations, movement in equity and cash flow information for the year then ended in conformity with South African Statements of Generally Accepted Accounting Practice and in the manner required by the Companies Act of 1973 in South Africa.

Ernst & YoungRegistered Accountants and AuditorsChartered Accountants (SA)


REPORT O F TH E INDEP ENDENT AUD I TORS TO TH E MEMBERS O F PU T CO PROPERT I E S L IM I T ED


Your directors have pleasure in submitting their eighteenth Group report and financial statements for the year ended 30 June 2005.

Nature of businessYour Company owns industrial and commercial properties, including a property for future residential development.

All subsidiary companies are dormant.

General reviewA general review of the affairs of the Group is found in the Chairman’s statement on page 5.

Group resultsThe Group annual financial statements reflect the results of the Group’s operations during the year under review.

Shareholders and other interested parties are referred to the Group annual financial statements found on pages 9 to 21.

Share capitalThe authorised and issued share capital of the Company remained unchanged during the year under review.

Unissued sharesUnissued shares of 21 207 039 (2003: 21 207 039) are held under the control of the directors, subject to section 22 of the Companies Act, 1973 and the relevant rules of the JSE Securities Exchange South Africa, until the next annual general meeting.

Holding companyThe Company’s holding company is Carleo Enterprises (Proprietary) Limited and its ultimate holding company is Carleo Investments (Proprietary) Limited.

Subsidiary companiesThe names of the subsidiary companies and the information required by paragraphs 69 and 70 of schedule 4 to the Companies Act are detailed on page 21.

Directors and secretaryDetails of the current directors and secretary appear on page 1 of the Group annual report.

Directors’ shareholdingOn 30 June 2005, the directors held a total of 3 270 024 (2003: 3 270 024) shares in the company. There has been no material change in these interests between 30 June 2005 and the date of this report.

2005 2004 Indirect Direct Indirect Direct Beneficial Beneficial

% % % %

A Carleo 3,41 – 3,41 –

B C Carleo 4,49 0,08 4,49 0,08

E M R L Oldham * *

P Senatore * –

* Less than 0,01%

Tangible assetsSalesThe Wembley (Glenesk) property was sold in December 2004 for R5,5 million and the Alberton (Alrode) property in May 2005 for R4,5 million.

AcquisitionSome furniture and equipment for our relocated head office at Wynberg, Johannesburg were acquired for R72 000.

ValuationThe investment properties were valued professionally at 30 June 2005 resulting in a net upward valuation of R7,526 million.

Post-balance sheet eventsAs indicated in the Chairman’s statement, the board has proposed that the company’s name be changed to Putprop Limited. Details are given in the Circular to shareholders commencing at page 22 of this Annual Report.

D IR E C TORS ’ R EPORT


Group Company 2004 2004 2005 Restated 2005 Restated Notes R’000 R’000 R’000 R’000

Rent received 1 23 911 27 038 23 911 27 038Interest received 1 242 2 562 1 242 2 562

Revenue 25 153 29 600 25 153 29 600Operating income 3 7 526 655 7 526 655Operating expenses 3 2 592 2 765 2 592 2 765

Operating profit 3 30 087 27 490 30 087 27 490Finance cost 3 1 3 1

Profit before taxation 30 084 27 489 30 084 27 489Taxation 4 8 451 11 073 8 451 11 073

Net profit for the year 21 633 16 416 21 633 16 416

Earnings per share (cents) 6 75,1 57,0 Headline earnings per share (cents) 7 49,0 54,7

Dividend per share (cents) 55,0 55,0

– interim 25,0 25,0

– final 30,0 30,0

– final declared 25,0 30,0

I N COME S TAT EMENTSfor the year ended 30 June 2005



ASSETS Non-current assets Tangible assets 8 82 109 84 516 82 109 84 516Investment in subsidiaries 9 – – 139 139

82 109 84 516 82 248 85 655

Current AssetsWork in progress 10 13 616 13 570 13 616 13 570Accounts receivable 11 19 834 29 263 19 704 29 131 Taxation receivable 12 1 675 12 1 664 –Cash and cash equivalents 28 469 15 505 28 469 15 505

63 594 58 350 63 453 58 206

Total assets 145 703 142 866 145 701 142 861

EQUITY AND LIABILITIES Capital and reserves Stated capital 13 4 146 4 146 4 146 4 146Accumulated profit 134 238 128 441 134 242 128 445

138 384 132 587 138 388 132 591

Non-current liabilities Deferred taxation 14 5 826 6 998 5 826 6 998

5 826 6 998 5 826 6 998

Current liabilities Taxation payable 12 – 2 299 – 2 299 Accounts payable 1 493 982 1 487 973

1 493 3 281 1 487 3 272

Total equity and liabilities 145 703 142 866 145 701 142 861

BALANCE SHE E T Sat 30 June 2005


Stated Accumulated capital profit Total Notes R'000 R'000 R'000

GROUP Balance at 30 June 2003 as previously stated 4 146 111 873 116 019 Rent escalation adjustments 1 15 988 15 988

Balance at 30 June 2003 restated 4 146 127 861 132 007

Net profit for the year 16 416 16 416 Dividend paid 5 (15 836) (15 836)

Balance at 30 June 2004 4 146 128 441 132 587


Balance at 30 June 2005 4 146 134 238 138 384

COMPANY Balance at 30 June 2003 as previously stated 4 146 111 877 116 023 Rent escalation adjustments 1 15 988 15 988

Balance at 30 June 2003 restated 4 146 127 865 132 011


Balance at 30 June 2004 4 146 128 445 132 591


Balance at 30 June 2005 4 146 134 242 138 388

S TAT EMENTS O F CHANGES IN EQU I TYfor the year ended 30 June 2005



Cash inflow/(outflow) from operating activities 3 036 (15 510) 3 036 (15 510)

Cash receipts from customers 33 338 27 021 33 338 27 021 Cash paid to suppliers (2 119) (18 716) (2 119) (18 717)

Net cash generated from operations 16 31 219 8 305 31 219 8 304Interest received 1 242 2 562 1 242 2 562 Finance costs (3) (1) (3) (1)Taxation paid 12 (13 586) (10 540) (13 586) (10 539)Dividends paid 5 (15 836) (15 836) (15 836) (15 836)

Cash inflow from investment activities 9 928 7 039 9 928 7 039

Proceeds on disposal of tangible assets 10 000 7 182 10 000 7 182 Additions to tangible assets 17 (72) (143) (72) (143)

Net increase/(decrease) in cash and cash equivalents 12 964 (8 471) 12 964 (8 471) Cash and cash equivalents at beginning of year 15 505 23 976 15 505 23 976

Cash and cash equivalents at end of year 28 469 15 505 28 469 15 505

CASH F LOW S TAT EMENTSfor the year ended 30 June 2005


Basis of preparationThe consolidated financial statements of Putco Properties Limited, as set out on pages 9 to 21, have been prepared in accordance with South African Statements of Generally Accepted Accounting Practice, and are consistent with those of the previous year, except as explained in notes 1 and 2.

The consolidated financial statements have been prepared on an historical cost basis, except for measurement at fair value of investment properties and financial instruments, as described further in the accounting policy notes below.

Basis of consolidationThe consolidated financial statements comprise the financial statements of Putco Properties Limited and its subsidiaries, which are defined as entities in which the Group has the ability to exercise control over their financial and operating policies, so as to obtain benefits from their activities. Operating results of subsidiaries acquired during the reporting period are included from the effective date of acquisition. Operating results of subsidiaries disposed of during the reporting period are included to the effective date of disposal. Subsidiaries acquired with the intention of disposal within a short period of time are not consolidated.

All intra-group transactions, balances and unrealised profits/losses are eliminated on consolidation.

All subsidiary investments are initially recognised at cost, being the fair value of the consideration given and including acquisition charges associated with the investment.

After initial recognition, the Company’s investments in subsidiaries continue to be held at cost, and are reviewed annually for impairment.

Tangible assets1. Investment properties Fixed properties constitute investment properties held by the Group for

rental producing purposes. Initially, the investment properties are stated at cost. Thereafter investment properties are valued and stated at fair value on an annual basis. Gains or losses arising from changes in fair values of investment properties are included in the income statement in the period in which they arise.

2. Other assets Furniture and fittings are depreciated on a straight-line basis at 16,67% to

write the assets down to residual values at the end of their useful lives.

Non-financial asset impairmentAn assessment is made at each balance sheet date to determine whether there is objective evidence that any assets in the classes of investment properties, furniture and fittings and investments in subsidiaries are impaired. If such evidence exists, the estimated recoverable amount of that asset is determined and any impairment loss recognised for the difference between the recoverable amount and the carrying amount.

Work in progressWork in progress represents property held for potential resale. It is initially measured at cost and subsequently at the lower of cost and net realisable value. Any write down to net realisable value is charged directly to the Income Statement in the year incurred.

Taxation and deferred taxationThe charge for taxation is based on the results for the year as adjusted for items that are non-assessable or disallowable.

Deferred income tax is provided, using the balance sheet liability method, on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax liabilities are recognised for all taxable temporary differences:

• except where the deferred income tax liability arises from goodwill amortisation or the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

• in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, except where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, carry-forward of unused tax assets and unused tax losses can be utilised:

• except where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

• in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilised.

The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.

ACCOUNT ING POL I C I E Sfor the year ended 30 June 2005


Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.

Secondary taxation on companies (STC) is provided in respect of dividend payments net of dividends received or receivable. STC is recognised as a taxation charge for the year in which the dividend is paid.

Revenue recognitionRevenue earned from leases is recognised based on the underlying lease agreements, on a straight-line basis.

Interest is recognised on a time-proportion basis, taking account of the principal outstanding and the effective rate over the period to maturity when it is determined that such income will accrue to the Group.

Dividends are recognised when the right to receive payment is established.

Borrowing costsBorrowing costs are expensed as and when incurred.

Financial instrumentsFinancial instruments recognised on the balance sheet are accounts receivable, cash and cash equivalents and accounts payable. Financial instruments are initially measured at cost, including transaction costs, when the Group becomes a party to their contractual arrangements. The subsequent measurement of financial instruments is dealt with below.

Where the Group can legally do so and intends to settle on a net or simultaneous basis, related positive and negative values of financial instruments are offset within the balance sheet totals.

1. Accounts receivable Accounts receivable are recognised and carried at original invoice amount

less an allowance for any uncollectible amounts. An estimate of doubtful debts is made when collection of the full amount is no longer probable. The allowance raised is the amount needed to reduce the carrying value to the present value of the expected future cash receipts. Bad debts are written off when identified. Where an amount is written off, recovery proceedings nevertheless continue and credits are only recognised in the income statement when actually received.

2. Cash and cash equivalents Cash and cash equivalents consist of cash in banks and short-term deposits

and are measured at cost.

3. Accounts payable

Accounts payable are subsequently measured at amortised cost, which is considered to be original invoiced amount less principal payments.

4. Financial asset impairment At each balance sheet date an assessment is made of whether there is

any objective evidence of impairment of financial assets. A financial asset is impaired if its carrying amount is greater than its estimated recoverable

amount. If any such evidence exists, the recoverable amount is estimated and an impairment loss is recognised.

5. Comparatives Certain comparatives have been restated, as noted in notes 1 and 2.


NOTES TO TH E ANNUAL F INANC IA L S TAT EMENTSfor the year ended 30 June 2005


1 Change in recognition of rent received More detailed guidance on the interpretation of AC105 and IAS17 has been issued internationallly by the major accounting firms. This requires entities to “straightline” leases over finite periods, where such lease agreements contain fixed escalation clauses. The financial effects on Putco Properties Ltd were as follows: Group and Company Before taxation Deferred taxation After taxation R’000 R’000 R’000

1 July 2003 opening accumulated profit 22 840 (6 852) 15 988 Year to 30 June 2004 rent received (1 367) 410 (957) Year to 30 June 2005 rent received (3 469) 1 006 (2 463) 30 June 2005 closing accumulated profit 18 005 (5 437) 12 568 There were no effects on Cash Flow

2. Reclassification of property Based on the intention for future use of the Lonehill property acquired during 2004, it was deemed appropriate to reclassify the property from Investment Property to Work in Progress. The reclassification did not result in any change in the carrying value of the property. Cash flow relating to the acquisition of the property in 2004 was reclassified from “Cash (outflow) from investment activities“ to “Cash (outflow)/inflow from operating activities”

Group Company 2005 2004 2005 2004 R’000 R’000 R’000 R’000

3 Operating profit Operating profit is stated after taking into account, among others, the following: Income Fair value adjustment of investment properties 7 526 654 7 526 654 Profit on disposal of investment properties – 1 – 1

7 526 655 6 526 655

Expenses Auditors' remuneration 262 135 262 135

Current year provision 126 83 126 83 Prior year underprovision 80 52 80 52 Other services 56 – 56 –

Administration fees 354 286 354 286 Depreciation 5 – 5 –

Fees Basic Other Total Total Directors’ emoluments Salary benefits 2005 2004

Executive Directors A Carleo 12 45 57 402 E M R L Oldham 14 138 3 155 10

26 183 3 212 412

Non-executive Directors A B Adrian 11 11 – B C Carleo 14 14 10 P Nucci 10 10 – J H de Loor 3 3 8 F G Pisapia 3 3 8 L A Carleo 1 1 5 A L Carleo-Novello 3 3 10 R Hislop 1 1 –

46 – – 46 41

Group Company 2005 2004 2005 2004 R’000 R’000 R’000 R’000 4. Taxation South African normal tax – current year 7 638 9 325 7 638 9 325 South African normal tax – prior year 5 266 5 266 Deferred – current year (1 172) (498) (1 172) (498) Secondary tax 1 980 1 980 1 980 1 980

8 451 11 073 8 451 11 073

A reconciliation of the standard tax rate charge with the effective tax rate is as follows: % % % % Standard tax rate 29 30 29 30

Non deductible expense/(exempt income) (8) 2 (8) 2 Prior year – 1 – 1 Secondary tax 7 7 7 7

Net (decrease)/increase (1) 10 (1) 10

Effective tax rate 28 40 28 40

5. Dividends Ordinary – 2004 final 8 638 8 638 8 638 8 638 – 2005 interim 7 198 7 198 7 198 7 198

15 836 15 836 15 836 15 836

6. Earnings per share (in cents) The calculation is based on earnings of R21 633 000 (2004: R16 416 000) and on the weighted average number of 28 792 961 (2004: 28 792 961) shares in issue for the year 75,1 57,0 No diluted earnings have been calculated as there are no dilutive potential ordinary

shares as at 30 June 2005 (2004 – no dilutive potential ordinary shares)

7. Headline earnings per share (in cents) Headline earnings per share have been calculated in terms of Circular 7 of

2002 and exclude profits of a capital nature. 49,0 54,7

Reconciliation of headline earnings: Net profit for the year 21 633 16 416 Adjusted for: – Profit on sale of investment properties – (1) – Fair value adjustment of investment properties (7 526) (654)

Headline earnings 14 107 15 761



8. Tangible assets Investment properties Properties at valuation at beginning of year 84 516 90 900 84 516 90 900 Additions – 143 – 143 Disposals (10 000) (7 181) (10 000) (7 181)

74 516 83 862 74 516 83 862 Fair value adjustment of investment properties 7 526 654 7 526 654

Properties at valuation at end of year 82 042 84 516 82 042 84 516

Furniture and fittings Cost at beginning of year 79 79 79 79 Additions 72 – 72 –

Cost at end of year 151 79 151 79

Accumulated depreciation at beginning of year 79 79 79 79 Depreciation for the year 5 – 5 –

Accumulated depreciation at end of year 84 79 84 79

Net book value 67 – 67 –

Net book value per balance sheet 82 109 84 516 82 109 84 516

Properties were professionally valued by an independent valuer at 30 June 2005, on the open market value basis. A directors’ valuation was undertaken as at 30 June 2004 and 31 December 2004. A register of fixed properties is available for inspection at the registered office of the company.

9. Investment in subsidiaries Shares at cost at beginning of year 73 73 Amount owing by subsidiary* 66 66

139 139

*The loan bears no interest and has no fixed terms of repayment

10. Work in progress Property held at cost for future resale 13 616 13 570 13 616 13 570

13 616 13 570 13 616 13 570

11. Accounts receivable Trade receivables 1 659 7 552 1 659 7 552 Sundry receivables 170 210 40 78 Pre-payments – 27 – 27 Future rent escalation receivable (refer Note 1) 18 005 21 474 18 005 21 474

19 834 29 263 19 704 29 131

NOTES TO TH E ANNUAL F INANC IA L S TAT EMENTS( CONT INUED )for the year ended 30 June 2005



12. Taxation paid Amounts owing at beginning of year 2 287 1 256 2 299 1 267 Amounts charged per the income statement – current 7 643 9 591 7 643 9 591 – STC 1 980 1 980 1 980 1 980 Amounts prepaid/(owing) at end of year 1 676 (2 287) 1 664 (2 299)

13 586 10 540 13 586 10 539

13. Stated capital Authorised 50 000 000 shares of no par value Issued 28 792 961 shares of no par value 4 146 4 146 4 146 4 146

4 146 4 146 4 146 4 146

14. Deferred taxation Deferred tax liability comprises: Investment properties 605 611 605 611 Pre-payments – (55) – (55) Future rent escalation receivable (refer to Note 1) 5 221 6 442 5 221 6 442

Net deferred tax liability 5 826 6 998 5 826 6 998

The movement on the deferred tax balance is as follows: Balance at beginning of year (restated) 6 998 7 498 6 998 7 498 Income statement charge (1 172) (500) (1 172) (500)

Balance at end of year 5 826 6 998 5 826 6 998

15. Financial instruments The Group's principle financial instruments comprise accounts receivable, accounts payable and cash and cash equivalents which arise directly from its operations.

It is, and has been throughout the period under review, the Group's policy that no trading in financial instruments shall be undertaken.

The main risks arising from the Group's financial instruments are interest rate risk, liquidity risk and credit risk. The board reviews and agrees policies for managing each of these risks and they are summarised below. The Group’s accounting policies in relation to financial instruments are set out on page 15.

Interest rate management Cash and cash equivalents held and used for normal trading purposes are held in current accounts at prevailing prime interest rate, depending on the financial

institution.

Excess cash and cash equivalents are kept in short-term deposit funds or accounts at the prevailing market rates available.

The Group has not used any long-term borrowings for the past financial year.

Credit risk management The Group trades only with recognised credit worthy related and third parties. It is the Group's policy that all customers who wish to trade on credit terms are

subject to credit vetting procedures. In addition, receivable balances, acknowledging their concentration with our major customer, are monitored on an ongoing basis with the result that the Group's exposure to bad debts is not significant.

Cash and cash equivalents are only deposited with major financial institutions of high quality credit standing.

Liquidity risk The Group has minimised its liquidity risk by ensuring that it has adequate banking facilities and reserve borrowing capacity, as disclosed in note 20.


NOTES TO TH E ANNUAL F INANC IA L S TAT EMENTS( CONT INUED )for the year ended 30 June 2005



16. Cash generated from operations Operating profit 30 087 28 854 30 087 28 854 Adjusted for: Fair value adjustment of investment properties (7 526) (654) (7 526) (654) Depreciation 5 – 5 – Interest received (1 242) (2 562) (1 242) (2 562) Profit on disposal of assets – (1) – (1) Increase in work in progress (46) (13 570) (46) (13 570) Decrease/(increase) in accounts receivable 9 427 (1 383) 9 427 (1 383) Increase/(decrease) in accounts payable 514 (2 379) 514 (2 380)

31 219 8 305 31 219 8 304

17. Additions to tangible assets Investment properties – 143 – 143 Furniture and fittings 72 – 72 –

72 143 72 143

18. Related party transactions A related party relationship exists with Putco Limited. All transactions are conducted at arms length.

The value of rentals for the year are 27 380 28 404 27 380 28 404

The following amounts are receivable as at year-end: Putco Limited 1 659 7 006 1 659 7 006 Carmanzan (Pty) Ltd – – 66 66 Administration fees paid 354 286 354 286

19. Segmental Disclosure The directors consider the Company to be operating only one business segment, being property dealings, under one geographic segment, being South Africa.

20. Borrowings The borrowing powers of the Company and its subsidiaries are as determined by

the Company's holding company. These have been fixed at not more than 50% of equity.


D IV ID END ANNOUNCEMENT

ORDINARY DIVIDEND NO 33

The board of directors has resolved to declare a final dividend of 25 cents per share to all ordinary shareholders. The dividend is declared out of current year profits before tax of R30,084 million.

In compliance with the requirements of STRATE, the following dates are applicable.

Last date to trade cum the dividend Friday, 14 October 2005Date trading commences ex the dividend Monday, 17 October 2005Record date Friday, 21 October 2005Date of payment Monday, 24 October 2005

Certified shareholders may not dematerialise or rematerialise their share certificates between Monday, 17 October 2005 and Friday, 21 October 2005, both dates inclusive.

By order of the board

D Campbell CA (Scotland)Secretary

Johannesburg 23 September 2005

Registered Office Transfer SecretariesCorlin House Computershare Investor Services 2004 (Pty) Ltd8, 4th Street Registration number 2004/003647/07Wynberg 70 Marshall StreetJohannesburg 2090 Johannesburg, 2001P O Box 39002, P O Box 61051Bramley, 2018 Marshalltown, 2107

Nature Issued % held Cost Amount owing of share in issued of shares by business capital share capital held subsidiary 2005 2004 2005 2004 2005 2004 (R’000) (R’000) (R’000) (R’000)

Baraville (Pty) Ltd Dormant 2 000 100 100 2 2 – –Carmanzan (Pty) Ltd Dormant 1 000 100 100 * * 66 66Edenvale Bus Service (Pty) Ltd Dormant 65 978 100 100 69 69 – –Namasota (Pty) Ltd Dormant 1 000 100 100 1 1 – –Putfield (Pty) Ltd Dormant 1 000 100 100 1 1 – –

73 73 66 66

* Less than R1 000

I N T ER E S T IN SUBS ID IAR I E Sat 30 June 2005


THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Action required 1. If you are in any doubt as to the action you should take, please consult your CSDP, broker, attorney, accountant, banker or other professional adviser immediately.2. If you have disposed of all your shares in Putco Properties Limited then this circular, together with the accompanying notice of general meeting, form of proxy and

form of surrender (pink), should be forwarded to the purchaser to whom, or the broker, agent, CSDP or banker through whom, you disposed of your shares.3. The annual general meeting convened in terms of this circular will be held in the boardroom of the Company, Carlin House, 8 4th Street, Wynberg, Johannesburg

on Wednesday, 16 November 2005, commencing at 12:00.4. Certificated shareholders and dematerialised shareholders with “own name” registration, who are unable to attend the annual general

meeting and wish to be represented thereat, must complete and return the attached proxy in accordance with the instructions contained therein. Dematerialised shareholders, other than dematerialised shareholders with “own name” registration who: – Are unable to attend the annual general meeting and wish to be represented thereat, must provide their CSDP or broker with their voting instructions, in terms

of the custody agreement entered into between themselves and the CSDP or broker concerned, in the manner and within the time stipulated therein; – Wish to attend the annual general meeting, must instruct their CSDP or broker to issue them with the necessary written authority to attend.5. If the special resolution relating to the change of name of Putco Properties Limited is approved by shareholders, certificated shareholders only will be required

to complete the attached form of surrender (pink) and return it together with their share certificates or other documents of title to the transfer secretaries, Computershare Investor Services 2004 (Proprietary) Limited.

6. The definitions and interpretation on pages 26 and 27 of this document apply to this page.

PUTCO PROPERTIES LIMITED(Incorporated in the Republic of South Africa)(Registration number 1988/001085/06)

Share code: PPRISIN: ZAE000005567

(“the Company” or “Putprop”)

CIRCULAR TO SHAREHOLDERSregardingThe change of name of the Company from Putco Properties Limited to Putprop Limited (“Putprop”); and enclosing a• notice of annual general meeting;• form of proxy (to be completed by certificated shareholders and dematerialised shareholders with “own name” registration only); and• form of surrender (pink) (to be completed by certificated shareholders only).

Sponsor Transfer secretary

Date of issue: 30 September 2005

C I R CU LAR


COMPANY SECRETARY AND REGISTERED ADDRESS Don CampbellCarlin House8 4th Street, Wynberg, 2090P O Box 39002, Bramley, 2018

Assistant to Company SecretaryPricewaterhouseCoopers IncEntrepreneurial Advice Division 2 Eglin Road, Sunninghill, 2157 Private Bag X36, Sunninghill, 2157, South Africa

SPONSORErnst & Young Sponsors (Proprietary) Limited(Registration number 2000/031843/07)Wanderers Office Park52 Corlett Drive, Illovo,Sandton, 2196P O Box 2322, Johannesburg, 2000

TRANSFER SECRETARIESComputershare Investor Services 2004 (Proprietary) Limited(Registration number 2004/003647/07)Ground Floor, 70 Marshall Street,Johannesburg, 2001P O Box 61051, Marshalltown, 2107

CORPORAT E IN FORMAT ION


Corporate information 23Salient dates and times 25Action required by shareholders in terms of the change of name 25Definitions 26

CIRCULAR TO SHAREHOLDERS 1. Introduction and rationale 282. The purpose of the circular 283. The change of name 294. Procedure for the surrender of documents of title 295. Exchange Control Regulations 296. Opinions and recommendations 297. Directors’ responsibility statement 308. Experts’ consents 309. Annual general meeting 3010. Documents available for inspection 30Form of surrender (pink) Attached

TAB L E O F CONT ENTS


2005

Publication of declaration data Friday, 30 September

Last day to lodge forms of proxy for the annual general meeting by 12:00 on Monday, 14 November

Annual general meeting of shareholders to be held at 12:00 and results of annual general meeting and finalisation data published on SENS on Wednesday, 16 November

Results of annual general meeting and finalisation data published in the daily press on Thursday, 17 November

Last day to trade under old name “Putco Properties Limited” Friday, 25 November

Change of name effective from close of business on Friday, 25 November

Trade under the new name “Putprop Limited” and new ISIN no. ZAE 000072310 from commencement of trading on Monday, 28 November

Record date Friday, 2 December

New share certificates reflecting the change of name posted by registered post to Putprop certificated shareholders who have surrendered their documents of title on or before the close of business on the record date (see note 2) Monday, 5 December

Dematerialised Putprop shareholders’ safe custody accounts updated with new name by their CSDP or broker Monday, 5 December Notes:1. The dates and times provided for in this circular are subject to amendment. Any such amendment will be published on SENS and in the press. Shareholders will not

be able to dematerialise or rematerialise securities in the name of Putprop after Friday, 25 November 2005, and may only dematerialise their new Putprop Limited shares from Monday, 5 December 2005.

2. Putprop shareholders who surrender their existing documents of title after the record date will have their new share certificates mailed within five business days of receipt thereof by the transfer secretaries, by registered post in South Africa, at the risk of the shareholder concerned.

3. Copies of this circular may be obtained from the registered address of Putprop, Carlin House, 8 4th Street, Wynberg, Johannesburg.

SA L I EN T DAT E S AND T IMES


In this circular, unless otherwise stated or the context otherwise indicates, the words in the first column shall have the meanings stated opposite them in the second column and words in the singular shall include the plural and vice versa. Words importing natural persons shall include corporations and associations of persons and an expression denoting any gender shall include the other genders:

“annual general meeting” the annual general meeting of Putprop shareholders to be held at the registered address of Putprop, Carlin House,8 4th Street, Wynberg, Johannesburg, on Wednesday, 16 November 2005, commencing at 12:00;

“business day” any day excluding a Saturday, Sunday or official public holiday in South Africa;

“certificated shareholders” shareholders who have not dematerialised their Putprop documents of title in terms of the requirements of STRATE;

“certificated shares” ordinary shares held as share certificates or other documents of title (ordinary shares which have not been dematerialised);

“CIPRO” Companies and Intellectual Property Registration Office;

“circular” this bound document, dated 30 September 2005 and contained in the 2005 Annual Report, including the resolutions included in the notice of annual general meeting, the form of proxy and the form of surrender;

“common monetary area” collectively, South Africa, the Republic of Namibia and the Kingdoms of Lesotho and Swaziland;

“Companies Act” the Companies Act, 1973 (Act 61 of 1973), as amended;

“CSDP” a Central Securities Depository Participant with whom dematerialised shareholders have entered into an agreement governing their relationship in terms of the Custody and Administration of Securities Act No. 85 of 1992;

“dematerialisation” the process whereby documents of title to shares in a tangible form are dematerialised into electronic records in terms of the requirements of STRATE;

“dematerialised shareholders” shareholders who hold dematerialised ordinary shares (ordinary shares which have been incorporated into the STRATE system used by the JSE and which are no longer evidenced by physical documents of title);

“dematerialised ordinary shares” those ordinary shares that have been incorporated into the STRATE system and which are held on the company’s sub-ledger in electronic form in terms of the Custody and Administration of Securities Act No. 85 of 1992;

“documents of title” ordinary share certificates and/or certificated transfer deeds and/or balance receipts in respect of ordinary shares, or any other document of title to Putprop shares acceptable to Putprop and the JSE;

“Exchange Control Regulations” the Exchange Control Regulations, 1961, as amended in terms of section 9 of the Currency and Exchange Act No. 9 of 1933, as amended;

“Group” Putprop and all its subsidiaries and associate companies;

“last practicable date” 23 September 2005, the last practicable date prior to the finalisation of this circular;

“Listings Requirements” the Listings Requirements of the JSE, as amended from time to time;

DE F IN I T IONS


“Putprop” or “the company” Putco Properties Limited (Registration number 1988/001085/06), a public company incorporated in South Africa and the ordinary shares of which are listed on the JSE;

“SENS” the Securities Exchange News Service of the JSE;

“shareholders” or “Putprop shareholders” holders of Putprop ordinary shares from time to time;

“South Africa” the Republic of South Africa;

“special resolution” the special resolution to be voted upon by Putprop shareholders at the annual general meeting;

“STRATE” STRATE Limited (Registration number 1998/022242/06), a registered central securities depository in terms of the Custody and Administration of Securities Act No. 85 of 1992, as amended;

“the board” or “directors” the board of directors of Putprop at the date of this circular;

“the JSE” the JSE Limited, a company duly registered and incorporated with limited liability under the company laws of the Republic of South Africa under registration number 2005/022939/06, licensed as an exchange under the Securities Services Act, 2004; and

“transfer secretaries” or “Computershare” Computershare Investor Services 2004 (Proprietary) Limited, (Registration number 2004/003647/07), Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) a private company incorporated in South Africa.

DE F IN I T IONS ( CONT INUED )


Putco Properties Limited(Incorporated in the Republic of South Africa)(Registration number 1988/001085/06)



DirectorsMr A B Adrian – Independent chairmanMr A Carleo – Chief executive officerMr E M R L Oldham – Managing directorMr B C Carleo – Non-executive directorMr P Senatore – Independent non-executive directorMr P Nucci – Independent non-executive director

CIRCULAR TO SHAREHOLDERS 1. Introduction and rationale As reported in Putco Properties Limited’s 2004 annual financial statements, a strategic plan has been developed to grow the Company into a fully-fledged property

investment company by acquiring quality, income-producing retail and office properties throughout South Africa and at the same time disposing of the currently owned properties that do not fall into our current clients’ long-term plans. The time is right to investigate diversification into other property development projects in industrial, commercial and residential markets - developments into the middle/upper residential market will also be considered.

The Board is of the opinion that this strategy needs to be reflected in the name of the Company and have thus decided to propose that the name be changed in order to effectively describe and identify the Company’s core business and differentiate the brand of the Company in a market perspective (being a property investment company) from that of Putco Limited (being a company previously listed on the JSE which provides daily commuter transport services primarily in the Gauteng and Mpumalanga areas). The Board is also of the opinion that the proposed name is already well-known in the market with which it does business and that its adoption will achieve the strategic aim of differentiating the company from the Putco bus brand.

2. The purpose of this circular The purpose of this circular is:

• to provide shareholders with relevant information regarding the name change and the implications thereof; and

• to convene an annual general meeting of shareholders, in terms of the notice of annual general meeting forming part of this circular, at which annual general meeting shareholders are required to vote to approve the special resolution to change the name of the Company from Putco Properties Limited to Putprop Limited.

C I R CU LAR


3. The change of name It is proposed to change the name of the Company to Putprop Limited. The name “Putprop” has been approved and reserved by CIPRO.

If approved by shareholders, the change of name will be effective on the JSE with effect from the commencement of trade on Monday, 28 November 2005. The Company intends to retain the abbreviated name “Putprop” and share code “PPR” and will remain listed in the “Real Estate” sector of the JSE but the ISIN will be changed to ZAE000072310.

The change of name requires the passing of a special resolution, which is subject to the approval of 75% of shareholders present, or represented by proxy, at the annual general meeting.

4. Procedure for the surrender of documents of title 4.1 Following the approval of the change of name of the company at the annual general meeting, certificated shareholders must complete the form of surrender,

which is enclosed with this circular, and lodge it with their ordinary share certificate/s at the transfer secretaries. Dematerialised shareholders do not need to do anything with regard to the name change as this will be automatically updated by their CSDP or broker.

4.2 Share certificates reflecting the new name of the Company will be posted to certificated shareholders on or about Monday, 5 December 2005 by registered mail, at their own risk, to those parties who have surrendered their documents of title by the record date, or within five business days of receipt of the existing documents of title, whichever is the later.

4.3 Certificated shareholders should be aware that share certificates are no longer accepted as tradeable instruments on the JSE. Certificated shareholders are therefore urged to take this opportunity to dematerialise their share certificates as per the requirements of STRATE.

4.4 If any existing documents of title have been lost or destroyed and the certificated shareholder provides evidence to this effect to the satisfaction of the directors, then Putprop may dispense with the surrender of such documents of title against provision of an acceptable indemnity.

4.5 Receipts will not be issued for the surrender of existing documents of title. Lodging agents who require special transaction receipts are requested to prepare such receipts and submit them for stamping together with the documents of title lodged.

5. Exchange Control Regulations In the case of certificated shareholders whose registered addresses are outside the common monetary area or where the share certificates are restrictively endorsed

in terms of the South African Exchange Control Regulations, the following will apply:

5.1 Non-residents who are emigrants from the common monetary area Share certificates bearing the new name will be restrictively endorsed “non-resident” in terms of the South African Exchange Control Regulations and will be sent

to the shareholder’s authorised dealer in foreign exchange in South Africa controlling his blocked assets.

5.2 All other non-residents Share certificates bearing the new name will be restrictively endorsed “non-resident” in terms of the South African Exchange Control Regulations.

With regard to dematerialised shareholders whose registered addresses are outside the common monetary area, their shares will be annotated in the Company’s relevant sub-register as non-resident and share certificates will be restrictively endorsed in terms of those regulations.

6. Opinions and recommendations The directors of Putprop are of the opinion that the implementation of the name change will be to the long term benefit of Putprop shareholders. Accordingly,

they recommend that shareholders vote in favour of the special resolution to be proposed at the annual general meeting of shareholders.

The directors of Putprop who have direct and indirect interests in the issued share capital of the Company support the name change and intend to vote in favour of it in respect of all their shares.

C I R CU LAR ( CONT INUED )


7. Directors’ responsibility statement The directors, collectively and individually, accept full responsibility for the accuracy of the information given in this circular, and certify that, to the best of their

knowledge and belief, there are no other facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and this circular contains all information required by law and the Listings Requirements.

8. Experts’ consents The sponsor and transfer secretaries have consented, in writing, to act in the capacity stated and to their name being used in this circular and have not withdrawn

their consent prior to the publication of this circular.

9. Annual general meeting9.1 The annual general meeting of Putprop shareholders will be held at 12:00 on Wednesday, 16 November 2005 at the Company’s business address Carlin House,

8 4th Street, Wynberg, Johannesburg, in order to consider and if deemed fit, to pass with or without modification, the special resolution necessary to implement the change of name. A notice convening such annual general meeting is attached to, and forms part of, this circular.

9.2 A form of proxy for use by those certificated and “own name” dematerialised shareholders who are unable to attend the annual general meeting but wish to be represented thereat, is attached to, and forms part of this circular. Duly completed forms of proxy must be received by the transfer secretaries (see contact details below) by not later than 12:00 on Monday, 14 November 2005.

9.3 Dematerialised shareholders who hold dematerialised shares in Putprop through a CSDP or broker and do not have an “own name” registration, must timeously advise their CSDP or broker of their intention to attend and vote at the annual general meeting or to be represented by proxy thereat in order for the CSDP or broker to provide the necessary authorisation to do so, or should such shareholders not wish to attend the annual general meeting in person, but wish to be represented thereat, they must timeously provide their CSDP or broker with the voting instruction in order for the CSDP or broker to vote in accordance with their instructions at the annual general meeting.

10. Documents available for inspection Copies of the following documents will be available for inspection at the Company’s registered office at Carlin House, 8 4th Street, Wynberg, Johannesburg,

during normal business hours from Friday, 30 September 2005 up to and including Monday, 28 November 2005:

10.1 the memorandum and articles of association of Putprop;

10.2 a signed copy of this circular which will form an undifferentiated portion of the notice of annual general meeting, contained in the 2005 Annual Report of Putprop; and

10.3 the letters of consent received from the sponsor and transfer secretaries.

For and behalf of the directors of PUTCO PROPERTIES LIMITED

E M R L OldhamManaging director


Registered office: Transfer secretaries:Carlin House Computershare Investor Services 2004 (Proprietary) Limited8 4th Street (Registration number: 2004/003647/07Wynberg, Johannesburg Ground Floor, 70 Marshall streetP O Box 39002, Bramley, 2018 Johannesburg, 2001 P O Box 61051 Marshalltown, 2107

C I R CU LAR ( CONT INUED )





FORM OF SURRENDERFOR CERTIFICATED SHAREHOLDERS ONLY

Please read the instructions overleaf. The surrender of documents of title is only applicable to certificated shareholders. Non-compliance with these instructions may result in the rejection of this form. If you are in any doubt as to how to complete this form, please consult your broker, banker, attorney, accountant or other professional advisor.

Words and definitions used herein will bear the meanings assigned to them in the section headed “Definitions” commencing on page 26 of the document posted to Putprop shareholders on Friday, 30 September 2005, of which this form of surrender forms part. This form of surrender and transfer should be read in conjunction with the document.

Notes:1. A separate form is required for each shareholder.

To: Putco Properties Limitedc/o Computershare Investor Services 2004 (Proprietary) LimitedGround Floor70 Marshall Street, Johannesburg, 2001P O Box 61763, Marshalltown, 2107

PART A – TO BE COMPLETED BY PUTPROP CERTIFICATED SHAREHOLDERSI/We irrevocably and in rem suam authorise you to produce the signature of such documents that may be necessary to complete the replacement of the Putprop shares in the new name of Putprop Limited.

I/We hereby instruct you to forward the replacement share certificate/s to me/us by registered post, at my/our own risk, to the address overleaf and confirm that, where no address is specified, the share certificate/s will be forwarded to my/our address recorded in the share register of Putprop.

My/Our signature(s) on the form of surrender constitutes my/our execution of this instruction.

In terms of the provisions set out in paragraph 3 of the circular to which this form is attached and of which it forms part, I/we surrender and enclose the undermentioned share certificates, conditional upon the name change being implemented:

FORM OF SURRENDER

Documents of title surrendered

Certificate number(s): Number of Putco Properties Limited shares covered by each certificate:

Total:

Title: Stamp and address of agent lodging this form (if any):

Surname:

First Name(s):

Postal address to which new share certificate should be sent (if different from the address recorded in the register):

Signature of shareholder:

Assisted by me (if applicable):

(State full name and capacity):

Date: 2005

Telephone number (Home) ( )

Telephone number (Work) ( )

Telephone number (Mobile) ( )

PART B – To be completed by emigrants from and non-residents of the Common Monetary Area.

Name of authorised dealer:

Account number:

Address:

Postal code:

Nominated authorised dealer in the case of a shareholder who is an emigrant from or a non-resident of the Common Monetary Area (see note 2 below).

Notes:1. No receipts will be issued for share certificates lodged, unless specifically requested. In compliance with the requirements of the JSE Limited (“the JSE”), lodging

agents are requested to prepare special transaction receipts, if required. Signatories may be called upon for evidence of their authority or capacity to sign this form.

2. Persons whose registered addresses in the share register are outside the common monetary area, or whose shares are restrictively endorsed, should nominate an authorised dealer in Part B of this form as referred to in paragraph 5 of the circular to which this form of surrender is attached and of which it forms part.

3. Any alteration to this form of surrender must be signed in full and not initialled.4. If this form of surrender is signed under a power of attorney, then such power of attorney, or a notarially certified copy thereof, must be sent with this form for

noting (unless it has already been noted by the Company or its transfer secretaries).5. Where the shareholder is a company or a close corporation, unless it has already been registered with the Company or its transfer secretaries, a certified copy of

the directors’ or members’ resolution authorising the signing of this form of surrender must be submitted if so requested by the Company.6. Note 5 does not apply in the event of this form bearing a recognised JSE broker’s stamp.7. Where there are joint holders of any shares in the Company, only that holder whose name stands first in the register in respect of such shares need sign this form

of surrender.

FORM OF SURRENDER






NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 18th annual general meeting of the shareholders of Putprop will be held at the registered office of the Company, Carlin House, 8 4th Street, Wynberg, Johannesburg, at 12:00 on Wednesday, 16 November 2005 for the following purposes:1. To receive and adopt the annual financial statements for the year ended 30 June 2005, together with the directors’ report and to approve the remuneration of the directors as reflected in those

statements.2. To agree the appointment of the directors be dealt with by a single resolution.3. To elect directors in the place of the directors who retire from office in terms of the Company’s Articles of Association. The following directors who were appointed from 30 September 2004,

retire in terms of the Articles of Association and are available for re-election: Mr AB Adrian and Mr BC Carleo.4. To authorise the directors to determine the remuneration of the auditors as reflected in the financial statements and to re-appoint the auditors until the next annual general meeting. 5. CHANGE OF NAME To consider and, if deemed fit, to pass, with or without modification, the following special resolution: “RESOLVED THAT the name of the Company be changed from PUTCO PROPERTIES LIMITED to PUTPROP LIMITED, with effect from the close of business on Friday, 25 November 2005.” The reason for the special resolution is that the Company wishes to change its name to effectively describe and identify the Company’s core business. The effect of the special resolution is that

the Company will change its name from Putco Properties Limited to Putprop Limited.6. To place the ordinary unissued shares under the general control of directors until the next annual general meeting, subject to the requirements of the Companies Act 1973, Act 61, and the

listing requirements of the JSE.7. ISSUE OF SHARES FOR CASH To consider and, if deemed fit, to pass, with or without modification, the following ordinary resolution: “RESOLVED THAT the directors be and are hereby authorised by way of a general authority to issue all or any of the authorised but unissued ordinary shares in the capital of the Company for

cash, as and when they in their discretion deem fit subject to suitable situations arising, in terms of the Listings Requirements of the JSE Securities Exchange South Africa (“JSE”),which currently provide, inter alia:

(i) that this authority shall be valid until the next annual general meeting of the Company, provided that it shall not extend beyond fifteen months from the date that this authority is given;

(ii) that a paid press announcement giving full details, including the impact on net asset value and earnings per share, be published at the time of any issue representing, on a cumulative basis within one financial year, 5 percent or more of the number of securities in issue prior to the issues;

(iii) that the number of ordinary shares issued for cash shall not in the aggregate in any one financial year of the Company exceed 15 percent of the Company’s issued ordinary shares. The number of ordinary shares which may be issued for cash shall be based on the number of ordinary shares in issue at the date of the application, less any ordinary shares issued by the Company during the current financial year, provided that any ordinary shares to be issued for cash pursuant to a rights issue (announced and irrevocable and unwritten) or acquisition (concluded up to the date of application) may be included as though they were ordinary shares in issue at the date of the application;

(iv) that, in determining the price at which an issue of shares may be made in terms of this authority, the maximum discount permitted will be 10 percent of the weighted average trading price determined over the 30 business days prior to the date that the price of the issue is determined or agreed by the directors; and

(v) that any such issues will only be made to public shareholders as defined by the JSE and not to related parties.” As more than 35 percent of the Company’s issued securities are in the hands of the public as defined by the JSE, the approval of a 75 percent majority of votes cast by shareholders present or

represented by proxy at this meeting is required for this resolution to become effective.8. REPURCHASE OF SHARES To consider and, if deemed fit, to pass, with or without modification, the following special resolution: “RESOLVED THAT, subject to compliance with the requirements of the JSE, the directors of the Company be and hereby are authorised in their discretion to procure that the Company or subsidiaries

acquire by purchase on the JSE ordinary shares issued by the Company provided that: (i) the number of ordinary shares acquired in any one financial year shall not exceed 20 percent of the ordinary shares in issue in any one financial year in which this resolution is passed; (ii) this authority shall lapse on the earlier of the date of the next annual general meeting of the Company or 15 months from the date that this resolution is passed;

NOT I C E O F ANNUAL GENERAL MEE T ING


(iii) the price paid per ordinary share may not be greater than 10 percent above the weighted average of the market value of the ordinary shares for the five business days immediately preceding the date on which a purchase is made;

(iv) the number of the shares purchased by subsidiaries of the Company shall not exceed 10 percent in the aggregate of the number of issued shares in the Company at all relevant times; (v) the repurchase does not take place during a prohibited period, as defined by the JSE; (vi) at any point in time, the Company may only appoint one agent to effect any repurchases on the Company’s behalf; (vii) after such repurchase of shares, the Company still complies with the shareholder spread requirements of the JSE; (viii) authorisation thereto is given by its articles of association.” (ix) the repurchase shall be effected through the order books operated by the JSE trading system and done without any prior understanding or arrangement between the Company and the

counter party (reported trades are prohibited)”. The reason for this special resolution is to authorise the directors, if they deem it appropriate in the interests of the Company, to procure that the Company or subsidiaries of the Company acquire

or purchase ordinary shares issued by the Company subject to restrictions contained in the above resolution. The effect of this special resolution will be to authorise the directors of the Company to procure that the Company or subsidiaries of the Company acquire or purchase shares issued by the

Company on the JSE. Further relevant information relating to: (i) Directors’ and management (refer Directorate and Secretary on page 1) (ii) Major shareholders (refer Analysis of shareholding page 2) (iii) Events subsequent to the year end (refer Directors’ report page 9) (iv) Directors’ interests in securities (refer Directors’ report page 9) (v) Share capital of the Company (refer Notes to the financial statement page 19) (vi) Directors’ responsibility statement (refer page 7), and (vii) Litigation (none) may be found in the stated sections of the body of the annual report for the year ended 30 June 2005. At the present time the directors have no specific intention with regard to the utilisation of this authority which will only be used if the circumstances are appropriate. If the authority is exercised

the ordinary shares will be purchased on the JSE. The directors, after consideration of the effect of a repurchase of up to 20 percent of the Company’s issued ordinary shares, are of the opinion that after such repurchase: (i) the Company and its subsidiaries will be able to pay their debts in the ordinary course of business for a period of 12 months from the date on which the authority is given/this resolution

is passed; (ii) recognised and measured in accordance with the accounting policies used in the latest audited annual group financial statements, the assets of the Company and its subsidiaries will exceed

the liabilities of the company and its subsidiaries for a period of 12 months from the date on which the authority is given/this resolution is passed; (iii) the ordinary capital and reserves of the Company and its subsidiaries will be adequate for the purposes of the business of the company and its subsidiaries for a period of 12 months from

the date on which the authority is given/this resolution is passed; and (iv) the working capital of the Company and its subsidiaries will be adequate for the purposes of the business of the Company and its subsidiaries for a period of 12 months from the date on

which the authority is given/this resolution is passed. The directors undertake that the Company will not enter the market to repurchase securities in terms of this authority until such time as the company’s JSE Sponsor, at the Company’s request,

has furnished the JSE with written confirmation regarding the directors’ working capital statement. To transact such other business as may be transacted at an annual general meeting.VOTING AND PROXIES A shareholder of the Company entitled to attend, speak and vote at the Annual General meeting is entitled to appoint a proxy or proxies to attend, speak and on a poll to vote in his/her stead. The proxy need not be a shareholder of the Company. A form of proxy is attached to the enclosed annual report for the convenience of any certificated shareholders and own-name registered dematerialised shareholders who cannot attend the Annual General Meeting, but who wish to be represented thereat. On a poll every shareholder of the Company present in person or represented by proxy shall have one vote for every share held in the Company by the shareholder.Shareholders who have dematerialised their ordinary shares through a Central Securities Depository Participant (“CSDP”) or broker, other than own-name registered dematerialised shareholders, and who wish to attend the Annual General Meeting, must request their CSDP or broker to issue them with the necessary authority to attend. Should shareholders who have dematerialised their ordinary shares, other than own-name registered dematerialised shareholders wish to vote by proxy, they must provide their CSDP or broker with their voting instructions in terms of the custody agreement entered into between the dematerialised shareholders and their CSDP or broker, and in the manner and cut off time stipulated by the CSDP or broker.Duly completed and signed (by the shareholders, or the CSDP in the case of dematerialised ordinary shares) forms of proxy must be lodged at the Company’s transfer secretaries at the address below by no later than 12:00 on Monday, 14 November 2005. By order of the board

D CampbellSecretarySandton30 September 2005

NOT I C E O F ANNUAL GENERAL MEE T ING ( CONT INUED )





FORM OF PROXY FOR THE ANNUAL GENERAL MEETING

Only for use by certificated and own-name dematerialised shareholders. Shareholders who have dematerialised their shares, who do not have own-name registration and who wish to be represented at the meeting, must instruct their CSDP or broker in terms of the agreement between them. For use at the annual general meeting of shareholders to be held at the registered office of the Company at Carlin House, 8 4th Street, Wynberg, Johannesburg at 12h00 on Wednesday, 16 November 2005 (“annual general meeting”).I/We (name/s in block letters)

of

Telephone: (Works) (area code) Telephone: (Home) (area code)

Fax: (area code) Cell number:

Being the holder(s) of ordinary shares in the capital of the Company do hereby appoint (see note):

1. or failing him/her,

2. or failing him/her,

3. the Chairperson of the annual general meeting, as my/our proxy to act for me/us at the annual general meeting for purposes of considering and, if deemed fit, passing, with or without modification, the special resolution to be proposed thereat and at each adjournment thereof; and to abstain from voting for and/or against the resolution in respect of the ordinary shares registered in my/our name in accordance with the following instructions:

Number of ordinary shares

For Against Abstain

1. Resolution to receive and adopt the annual financial statements for the year ended 30 June 2005 and to approve the remuneration of directors as reflected in those statements.

2. Resolution to re-appoint directors:

AB Adrian

BC Carleo

3. Resolution to authorise the directors to determine the remuneration of the auditors as reflected in the financial statements and to confirm the re-appointment of Ernst & Young as auditors

4. Special Resolution to change the name of Putco Properties Limited to Putprop Limited

5. Resolution to place the unissued shares under the general control of the directors until the next annual general meeting

6. Resolution to renew the authority granted to the directors to issue the unissued shares of the Company

7. Special resolution pertaining to the buy-back of the shares of the Company

8. To transact such other business as may be transacted at an annual general meeting

Please indicate with an X in the appropriate spaces provided above how you wish your vote to be cast.

Signed at this day of 2005

Signature

A member entitled to attend, speak and vote is entitled to appoint a proxy/ies to attend, speak and, on a poll, vote in his stead, and such proxy need not also be a member of the Company.

Number of shares held:

Transfer secretaries office

Computershare Investor Services 2004 (Pty) LimitedP O Box 61051, Marshalltown, 2107Facsimile +27 11 370 5390

FORM OF PROXY FOR TH E ANNUAL GENERAL MEE T ING


Please read the notes on reverse hereof.1. A signatory/ies to the proxy form may insert the name of an alternative proxy of his choice in the blank spaces provided with or without deleting “the chairman of the meeting”, but any such

deletion must be initialled by the signatories. Any insertion or deletion not complying with the aforegoing will be deemed not to have been effected. The person present at the meeting whose name appears first on the list of names above, shall be the validly appointed proxy for the shareholder at the meeting.

2. A shareholder’s instructions to the proxy must be indicated in the appropriate blocks provided. A shareholder or his proxy is not obliged to use all the votes exercisable by the shareholder or by his proxy or to cast all these votes in the same way, but the total of his votes cast and in respect whereof abstention is directed, may not exceed the total of the votes exercisable by the shareholder or his proxy. Failure to comply with the above or to provide voting instructions or the giving of contradicting instructions will be deemed to authorise the proxy to vote or abstain from voting at the meeting as he deems fit in respect of all that shareholder’s votes exercisable at the meeting.

3. Any alteration or correction made to the proxy form must be initialled by the signatories.

4. Documentary evidence establishing the authority of a person signing this proxy form in a representative capacity must be attached to this proxy form unless previously recorded by the company.

5. When there are joint holders of shares, any one holder may sign the proxy form.

6. A married woman still subject to her husband’s marital power must be assisted by him (if applicable).

7. The completion and lodging of this proxy form will not preclude the shareholder who gains this proxy from attending the meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof should such member wish to do so.

8. Completed proxy forms should be returned to the Company’s transfer secretaries, Computershare Limited, 70 Marshall Street, Johannesburg, 2001. (P O Box 61051, Marshalltown, 2107), South Africa by no later than 12h00 on 14 November 2005.

9. The chairperson of the meeting may accept or reject any proxy form which is completed and/or received other than in accordance with these instructions.

NOTES TO TH E PROXY FORM

ORDINARY DIVIDEND NO 29

The board of directors has resolved to declare a final dividend of 30 cents per share to all ordinary shareholders. The dividend is declared out of current year profits before tax of R28,9 million.

In compliance with the requirements of STRATE, the following dates are applicable.

Last date to trade cum the dividend Friday, 15 October 2004Date trading commence ex the dividend Monday, 18 October 2004Record date Friday, 22 October 2004Date of payment on Monday, 25 October 2004

Certified shareholders may not dematerialise their share certificates between Monday, 18 October 2004, and Friday, 22 October 2004, both dates inclusive.

By order of the board

B A Holford MCom, CA(SA)Secretary

Johannesburg 14 September 2004

Registered Office Transfer SecretariesMimosa Park Computershare Services Limited5 Mimosa Way Registration number 1987/003382/06Gallo Manor 70b Marshall StreetSandton, 2052 Johannesburg, 2001 P O Box 61051 Johannesburg, 2107

D IV ID END ANNOUNCEMENT


Nature Issued % held Cost Amount owing of share in issued of shares by business capital share capital held subsidiary 2004 2003 2004 2003 2004 2003 (R’000) (R’000) (R’000) (R’000)

Baraville (Pty) Ltd Dormant 2 000 100 100 2 2 – –Carmanzan (Pty) Ltd Dormant 1 000 100 100 * * 66 66 Edenvale Bus Service (Pty) Ltd Dormant 65 978 100 100 69 69 – –Namasota (Pty) Ltd Dormant 1 000 100 100 1 1 – –Putfield (Pty) Ltd Dormant 1 000 100 100 1 1 – –

73 73 66 66

* Less than R1 000

I N T ER E S T IN SUBS ID IAR I E Sat 30 June 2004

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