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Find the potential. 2002 Annual Report

Making it happen

Contents

03 Culture and philosophy

05 Group evolution and structure

09 Key financial highlights

15 Board of directors

19 Chairman's statement

23 Chief executive officer's report

29 Operational review

39 Corporate governance

51 Corporate social responsibility

and investment

55 Annual financial statements

Imagination breeds freedom

Culture and philosophy

Our philosophy and

culture is the foundation

on which our business is

built. It is a common

thread that binds us

together and dictates the

way we do things It

motivates us to think

beyond the conventional,

to constantly learn and

to execute with

commitment to achieve

the extraordinary.

Adapt to a changing world

Group evolution and structure

1996 Corpgro was born. Corpfood and Corpbuild were acquired.

1997 Corpcom was created. Corpgro listing was transferred to industrial holdings sector. Corpcapital, a niche financial services company was established and listed, focused on investment banking.

Corpcom was listed in the media sector of the JSE Securities Exchange.

1998 Corpcapital acquired 49% of Fulcrum Science and Technology Bank.

Corpgro acquired 26% of Macadams.

1999 The corporate finance division of Corpcapital was established. Fulcrum Bank was renamed Corpcapital Bank and the property asset management and consulting division of Corpcapital Bank was established.

2000 Corpgro's listing was transferred to the financial services sector. Group operations were

consolidated under one roof at 2 Arnold Road. Redefine Property Fund was listed.

The group developed several innovative financial products including Satrix 40. The group

committed to achieving one merged listed entity.

Corpgro acquired a further 54% of Macadams.

2001 Corpgro disposed of 67% of Corpcom to an international consortium retaining a one third

interest.

Corpcapital Limited (formerly Corpgro Limited) became the sole listed group company after

completion of the merger.

2002 The group announced the termination of its banking related businesses and the focus on its

proven core compentencies in investment banking and allied activities.

Group evolution and structure

Corpcapital Limited (Continuing Activities)2002 2001 2000 1999 1998 1997

Proprietary consolidated investments Investment banking and private equity

Corporate finance

Property asset management and consulting

Financial products

Hedge funds and arbitrage

Important to note

Key financial highlights


Year ended 31 August Group results 2002 2001*Total income (R'000) 297 463 459 271Profit before tax and exceptional items (R'000) 146 364 309 688Headline earnings (R'000) 136 926 145 184Headline earnings per share (cents) 36.5 54.3Ordinary dividend per share (cents) 12.5 12.0Cost to income ratio (%) 50.8 32.6Annuity and fee income % of total income (%) 74.0 64.5

* Pro forma comparatives in respect of income statement

FINANCIAL RESULTS

Material aspects of the financial results and their effects on the financial statements are explained below.

ACCOUNTING TREATMENT OF INVESTMENTS

Following the merger of Corpgro, Corpcapital and Corpcapital Bank, the group has adopted consistent principles of classification and accounting treatment of investments.This treatment was adopted from I September 2001 and introduced in the interim results to February 2002.

Investments in subsidiaries, associates or joint ventures where the group has significant influence, and control is not intended to be temporary, are consolidated or equity accounted in terms of AC132 or AC110. All other investments are accounted for at fair value.

The effect of this consistent treatment is that certain investments that were previously accounted for at fair value are now equity accounted. As a result the valuation of investments is more conservative, subjectivity is removed from income recognition, the volatility of earnings is decreased and reporting is more transparent.

Pro forma comparatives for 2001 have been given for ease of reference. Note 37 of the annual financial statements on page 92 shows the comparative carrying values of investments now treated as associates.

Unrealised gains or losses in the value of these associates are not shown in the income statement and the group's share of their pre tax earnings or losses are shown as equity accounted income.The group's share of associates' tax, exceptional items and


goodwill amortisation or impairment are shown on the relevant lines in the group income statement. Deferred taxation previously raised on the unrealised gains on investments has been largely reversed.

The portion of the carrying value of proprietary investments in associates in excess of net asset value as at I September 2001 is shown as goodwill and amortised over its estimated useful life in the group income statement.The group amortises technology investments over three years and the remaining investments over periods between five and ten years. Note 8 to the financial statements on page 76 shows the remaining value of unamortised goodwill.

Goodwill in associates has been assessed for impairment at the end of the financial year Impairment of goodwill in respect of Aqua, Cytech and OneLogix has been written off as detailed in Note 27 to the financial statements on page 85. These investments are carried at their recoverable amount, which is the higher of net selling price or value in use.

SHARES HELD BY CONSOLIDATED ENTITIES

Following the merger the group employee share trusts are controlled entities and accordingly were consolidated from I September 2001. At 3 I August 2002, the trusts held 63.5 million shares in Corpcapital Limited. {1.3 million shares were purchased in the current financial year by the trusts at a cost of R19.1 million.The consolidation of the share trusts had the effect of removing the loans to the share trusts, included in advances in 2001, from the group's balance sheet

Together with buybacks during the year of 28.5 million shares purchased at a cost of R46.6 million, held by a subsidiary, this had the effect of reducing the net asset value of the group by R229.8 million and the effective number of shares in issue to 348.2 million at 3 I August 2002.

Shares held by consolidated entities have been deducted from "ordinary shareholders' equity" in the balance sheet and details are shown in Note I 3 to the financial statements on page 79.

CONTINUING AND DISCONTINUING ACTIVITIES

The group's decision to cease deposit taking activities and relinquish its banking licence necessitated the discontinuance of all deposit taking related businesses. The group income statement on pages 70 and 71 shows the split between continuing and discontinuing activities. In addition, the operational review on pages 30 to 37 deals separately with continuing and discontinuing activities.

Segmental information is given for continuing and discontinuing activities in Note

29 to the financial statements onpage 87.

The profit (or loss) before tax and exceptional items in respect of discontinuing activities shown on page 71 represents the profits or losses incurred in the ordinary course of these activities.

The exceptional items shown on discontinuing activities comprise the termination and closure costs as well as any asset impairments or losses on realisation. Impairment tests are specifically required by South African Statements of GAAP in the case of a discontinuance. Full details of exceptional items and the discontinuance are given in Note 30 to the financial statements on page 88.The process of realising the specialised finance assets of the group, which are a major part of the discontinued operations, will continue for an extended period and the group will continue to report the earnings of continuing and discontinuing activities separately in future periods as required by South African Statements of GAAP.

Five year review

at 31 August

Group 2002# 2001* 2000 1999 1998

Headline profit before tax and

exceptional items (R'000) 146 364 309 688 350 899 260 661 115 955

Headline earnings (R'000) 136 926 145 184 151 714 120 625 69 381

Headline EPS (cents) 36.5 54.3 60.3 48.2 30.1

Ordinary DPS (cents) 12.5 12.0 10.5 9.0 7.0

Return on equity (%) 12 20 26 24 25

Cash and short-term funds (R'000) 454 427 435 911 460 548 602 120 571 431

Ordinary shareholders' equity (Rm) 1 237 1 358 578 453 427

Shares held by consolidated entities (Rm) 230 - - - -

Total shareholders' equity (Rm) 1 017 1 365 1 218 1 025 864

Shares in issue excluding shares held

by consolidated entities (000) 348 241 440 265 251 588 251 588 215 882

NAV per share (cents) 289.2 308.4 229.8 241.3 173.7

Total shares in issue (000) 440 265 440 265 251 588 251 588 245 882

Closing share price (cents) 132 225 162 350 285

Market capitalisation (R'000) 581 150 990 596 407 573 874 230 698 404

# Refer to page 71 for split between continuing and discontinuing operations * Pro forma comparatives in respect of income statement

Five year review

Total shareholders’ equity,ordinary shareholders’ equity, minority shaeholders’interest and NAV per share

Ordinary shareholders' equity minority shareholders’ interestShares held by consolidated entities NAV per share

Think creatively. Act decisively.

Board of directors

Board of directors

FROM LEFT TO RIGHT:

WIM TRENGOVE (52) † -BCom, LLB

Appointed in 2001

NEIL LAZARUS (44) †

BA, LLB

Appointed in 2001

BENJI LIEBMANN (48)

BProc

Appointed in 1996

ERROLGROLMAN

(51) BCom, FCII

Appointed in 1996

ERIC ELLERINE (68)

Chairman

Appointed Director in 1996

Appointed Chairman in

2001

MARTIN SACKS (32)

BCom, BAcc, CA(SA)

Managing Director

Appointed Director in

1997 Appointed

Managing Director in

2001

TOM WIXLEY (62) -† BCom, CA(SA)

Appointed in 2002

BARRY KALKHOVEN (50)

BCom

Appointed in 2001

JEFF LIEBESMAN (50)

BCom, BAcc, CA(SA) Chief

Executive Officer Appointed in

1996

NIC FRANCOS (61) BCom

Appointed in 1996

• Audit Committee

Remuneration

Committee

† Corporate Governance

Committee

• Non-executive

Directo

A word or two.

Chairmans Statement

With the merger of Corpgro, Corpcapital and Corpcapital Bank towards the end of last year the group entered the financial year anticipating continuing growth of its niche banking and related activities. A series of unforeseeable misfortunes suffered by other second tier banks threw the industry into crisis. Confidence in the sector was lost.

Fortunately the group reacted quickly and decisively to its fundamentally altered circumstances. It was resolved to terminate all banking and related activities. This decision was implemented efficiently in cooperation with the regulators and as a result all deposits have been paid on due date.

While facing and dealing with these changing circumstances there were equally fundamental changes occurring in global economic conditions with emphasis on the financial services and investment markets. These global events have resulted in changes in the status and the operations of industry stalwarts that were not previously imagined possible. The effects have been felt by the group.

It is commendable that in these extremely difficult micro and macro economic conditions Corpcapital has emerged with a balance sheet in good health and a redirected strategy befitting current and anticipated economic conditions. This is a tribute to the group's agility in identifying and accepting fundamental change and acting effectively on its decisions.

ERIC ELLERINE Chairman

Chairman’s statement

Although, for the best part of the year, activities were focussed on protecting liquidity and honouring commitments to depositors, whilst operating in falling equity markets, particularly in the information technology sector, the group delivered financial results which were in the circumstances acceptable. For this credit must be given to the spread of its investments and some exceptional performances where group executives have played an important role, influencing strategy and operational improvements.

In particular the property asset management & consulting division once again showed excellent results, the proprietary hedge funds & trading division was highly successful despite volatile markets and remarkably good performance was delivered by proprietary consolidated investments Corpbuild, Macadams and Universal Food Systems.

The group is committed to best practices of corporate governance, transparency, communication with stakeholders and social responsibility. As independent non-executive directors we are grateful for the contribution of Wim Trengove SC and Tom Wixley who chair our corporate governance and audit committees and I would like to thank them for their meaningful assistance.

I commend the chief executive, the executive directors and the management team for their decisive actions, their commitment and their effectiveness in dealing with turbulent circumstances.They have weathered the storm and maintained a solid platform for the future.

While I anticipate another challenging year, the group's focus on its proven core competence within an appropriate infrastructure should enable it to regain its good record for building shareholder value

Eric Ellerine

Chairman

22 October 2002

Securing the future.

Chief executive officer ‘s report

JEFF LIEBESMAN Chief Executive Officer

OVERVIEW

At the outset of the financial year our primary objective was to implement the strategy of the merger to establish a bank centric group which would build assets and annuity income funded through growth in deposits.

At the beginning of the second half of the financial year the failures of other unrelated second tier banks Unifer and Saambou, Fitch IBCA issuing a negative watch rating on most of the remaining second tier banks and the liquidity issues at BOE caused unprecedented and unforeseeable systemic erosion of confidence in the sector. Virtually instantaneously the immediate and foreseeable prospects of retaining and growing our deposits were destroyed.

In response it was resolved to terminate banking and related activities and implement a defensive strategy for maintaining liquidity, ensuring the repayment of all existing deposits and preserving shareholder value. This entailed the reluctant sale of assets, closure of divisions and retrenchment of staff.

These actions ensured that all deposits have been paid on due date and in compliance with all regulatory requirements. It is a noteworthy commendation to management that this was achieved without support from shareholders or the commercial banking community.

Chief executive officer's report

Inevitably the cost of achieving stability was that liquidity and management time which would have been utilised more productively elsewhere, were sacrificed. Immediate stability and a sustainable business model were achieved at the cost of maintaining the group's record of growth in earnings.

Fundamentally altered circumstances have resulted in a return to our core competencies with our continuing operations comprising investment banking and private equity, property asset management and consulting, corporate finance, hedge funds & arbitrage and financial products. We have discontinued all deposit taking and related activities.

We are in the final stages of formally relinquishing our banking status. We are similarly in the final stages of streamlining our business to ensure that our continuing operations proceed off a lean and efficient platform.

REPORTING

These results reflect the first year-end results of the group following the merger. Our results, and this report, have been prepared to reflect the changes to our operations and show the results split between continuing and discontinuing operations with pro forma figures calculated for ease of comparison.

FINANCIAL PERFORMANCE

Headline earnings per share for continuing operations of 56.9 cents was slightly ahead of the 2001 pro forma HEPS of 54.2 cents per share. An unsustainably low tax rate for the period contributed positively to HEPS. While the overall results for the group are disappointing, they reflect the effects of the discontinued operations, the difficult trading conditions, the effects of the global meltdown in technology markets and the allocation of financial resources and management time to the protection of shareholder value at the expense of growth.

Our decision to discontinue certain operations resulted in closure costs of R11.1 million and asset impairments and losses on sale of R28.4 million. Discontinued operations incurred a headline loss of R72 million or 20.4 cents per share primarily as a result of significant losses of R52 million in treasury and write downs of R22 million in the microlending operation.The loss includes overheads in discontinuing operations of R43 million, most of which will not recur going forward. Merchant Factors, which performed well during the year was sold at the end of August 2002.

Our closing balance sheet reflects the simplification of the group's business and the move away from banking related activities. After consolidation of shares held by consolidated entities (in aggregate R229.8 million, which comprises 2 I % of the total issued shares of Corpcapital Limited), group net asset value exceeds R1 billion.

We remain highly liquid with a strong cash position.

OPERATIONS

Investment banking & private equity, property asset management & consulting and hedge funds & arbitrage performed well.

Two investments in particular, Macadams and Corpbuild, had an exceptional year growing headline earnings by over I 00% and 57% respectively, taking advantage of favourable export conditions and buoyant trading conditions. Unfortunately, the proceeds from the sale of our stake in Corpcom (now Clear Channel Independent) had to be used to provide group liquidity and therefore could not be optimally deployed. Forza and certain unlisted private equity holdings made excellent equity accounted contributions.

The impact of the meltdown in global technology markets impacted negatively on our technology investments including Aqua, Cytech and the technology activities of OneLogix with the related impaired goodwill written off.

Property asset management & consulting continued to generate strong annuity and fee income with assets under management growing to R5.4 billion.

Hedge funds & arbitrage took advantage of volatile markets and a disciplined approach to achieve an exceptional return on capital.

Corporate finance performed in line with subdued market conditions while growing its client base and winning some important mandates.

Continued nervousness in the retail markets impacted negatively on Financial products while weak markets and continued uncertainty over asset swaps contributed to diminishing demand.

Shortly after our year-end, our retail financial products team was assumed by Peregrine through an agreement that will see Peregrine manage and administer our existing products and promote the completion of work in progress.

BUYBACK

During the year the group bought back 28.5 million shares at a cost of R46.6 million. An additional 11.3 million shares were purchased by the group employee incentive trust at a cost of R19.1 million.These buybacks and the consolidation of the incentive share trusts reduced the effective number of shares in issue at the end of the financial year to 348.2 million shares.

DIVIDEND AND SPECIAL DISTRIBUTION

The realisation of cash from the termination of banking related activities exceeds the group's investment and working capital needs. As we remain committed to returning value to shareholders, the board has resolved to make a special distribution in addition to the ordinary dividend of 12.5 cents per share which would otherwise have been declared.

Chief executive officer's report

PROSPECTS

We expect a challenging year ahead. We will focus on disciplined management of costs and simplify our business to optimise our core competencies which allowed us to grow from an equity base of R28 million to over R1 billion, in six years. Our objective is to return to levels of real growth and returns on equity that meet our shareholders' expectations.

ACKNOWLEDGEMENTS

Without the commitment and support of our investment partners and customers we could not have achieved what we have. I thank my colleagues on the board of directors for their valuable input and swift decision making at critical times during the year, our executive management team for their agility and strong leadership during challenging times and our staff for their responsiveness to change

Jeff Liebesman

Chief Executive Officer

22 October 2002

Focussed resources for results.

Operational review

Operational review

OVERVIEW

Following the decision to withdraw from all deposit taking and related activities the group ceased certain activrties dunng the course of the financial year As a result the information below has been spirt to reflect continuing and discontinuing activities. The detailed income statements for continuing and discontinuing operations are shown on page 71.

Segmental information - Profit before tax and exceptional items Actual Pro forma

(R000) 2002 2001

Investment banking and private equity 104 922 192 314

Corpcom (now Clear Channel Independent) 18 060 173 233

Other investment banking 86 862 19 081

Corporate finance 8 165 17 335

Property asset management and consulting 59 182 55 884

Hedge funds and arbitrage 17 669 768

Financial products 1 914 21 460

Funding and group support 26 077 26 460

Total continuing operations 217 929 314 221

CONTINUING ACTIVITIES

INVESTMENT BANKING AND PRIVATE EQUITYActual Pro forma

(R000) 2002 2001

Revenue 1 219 258 1 314 756

Investing, trading and fee income 19 683 131 583

Corpcom (now Clear Channel Independent) 18 060 137 480

Other investment banking 1 623 (5 897)

Other income 842 (16 649)

Equity accounted earnings 29 824 36 717

Contribution from proprietary consolidated investments 80 948 71 337

(2001 includes operating results from Corpcom for 10 months) Total income 131 297 222 988

Expenses 26 375 30 674

Profit before tax 104 922 192 314

Net operating assets 657 871 759 762

Operational review

Investment banking and private equity is responsible for investing and managing Corpcaprtal's on balance sheet investments.Typically investments are made in businesses with proven management in growth and in undervalued industries, where our combination of expertise and experience can add value.The division currently manages a portfolio of I 7 diverse investments.

Notwithstanding generally weak market conditions, the competitiveness within the sectors in which Corpcapilal is invested and the curtailment of activity due to the group's need to preserve liquidity during the A2 banking crises, this division put in a strong performance.The diversified nature of the portfolio has proved resilient to recent market conditions.

Throughout the year the investments team continued to seek out new investment opportunities while our key value add continues to be our involvement in strategic and operational activities and ensuring reliable financial controls and reporting systems.Investments in subsidiaries, associates or joint ventures where the group has control or exercises significant influence (and the holding is not temporary) are consolidated or equrty accounted. All other investments are accounted for at fair value.

Contribution from proprietary consolidated investments(R000) 2002 2001 %Macadams 24 219 1 035 >100Corpbuild 51 831 33 006 57Corpcom (held as subsidiary until 30 June 2001 ) - 35 752 -Universal Food Systems 4 898 1 544 >100Total contribution 80 948 71 337 14

Net operating assets of proprietary consolidated investments (R000) 2002 2001Macadams 48 536 45 683Corpbuild 151 866 133 015Universal Food Systems 40 276 41 257Total net operating assets 240 678 219 955

The group's proprietary consolidated investments including Corpbuild, Macadams and Universal Food Systems, contributed significantly over the year

Corpbuild increased turnover by 15% from R758m to R872m and headline profits by 57% from R33m to R52m, driven by buoyant market conditions, improved margins, tight working capital management and excellent cash generation.

Productivity initiatives within the manufacturing facility, weakness in the rand and a strong contribution from the domestic sales team delivered outstanding results at Macadams. Strong export growth (47% of total turnover) assisted in increasing turnover by 21 % from R150m to R182m while headline profits jumped from R1 m to R24m delivering excellent cash flow to shareholders and funders

Operational review

Universal Food Systems, incorporating Colcab and Insulated Structures, whilst dependant on the cyclical nature of their retail client base, performed well, notably securing an export contract with a leading European food retailer

The proceeds of the partial disposal of Corpcom towards the end of financial 2001 were used to provide group liquidity and therefore could not be optimally deployed.The remaining interest in Corpcom (now Clear Channel Independent) returned R1 8.1 million on a residual investment of R1 32 million

Equity accounted earnings Actual Pro formaPeriod held(R000) 2002 2001 2002Listed

Forza 11 106 5 392 1 yearServest 1 259 1 453 6 monthsAqua (3 520) 6 345 1 yearOneLogix 3 517 8 908 1 year

Unlisted 17 462 14 619 variousTotal investment banking 29 824 36 717

Carrying(R000) value NAV GoodwillListed 61 531 58 989 2 542Unlisted 146 940 44 256 102 684Total carrying value of associates 208 471 103 245 105 226

Excellent performance from consolidated investments overshadowed disappointing performance from technology related investments, including Aqua, Cytech and the technology operations of OneLogix all of which performed poorly in line with the decline in their industry. Unforeseen contraction in the online gaming markets, primarily due to stricter regulation of e-gaming credit card transactions in the USA, negatively affected the performance of Cytech, reducing its contribution from US$ 1.7m (R 13.3m at the average rate in 2001) to US$0.8m (R8m at the average rate in 2002) after expensing US$0.3m (R2.7m) which was Corpcapital's share of an acquisition cost in the company. Notwithstanding this, operating margins have been strengthened and the business remains profitable and cash generative.The gaming division of Aqua was affected by the fundamental changes in the online gaming industry. The industry has consolidated and new entrants have slowed in the face of increased barriers to entry which impacted Aqua's software distribution pipeline. The enablement division's poor performance was directly linked to the worldwide slowdown in corporate internet spend.The impaired portion of goodwill that related to these investments was written off.Forza delivered a solid performance despite growing competition from new market entrants.The Servest investment was exited at a premium to market price.

Operational review

The group's existing portfolio is expected to deliver a satisfactory performance in the coming yean We shall continue our measured efforts to achieve appropriate and responsible realisation of investments. New investment activity will be approached cautiously in view of the uncertain market conditions.

PROPERTY ASSET MANAGEMENT AND CONSULTING

This division acts as an asset manager for a number of listed property funds, includingRedefine Income Fund ApexHi Properties, Hyprop Investments and consults tomajor corporates and institutions on their property portfolios and lease agreements

(R000) 2002 2001Net interest income 4 234 (15 019)Investing, trading and fee income 49 981 57 535

Consulting fees 15 182 20 066Asset management fees 13 268 11 333Investing income 21 531 26 136

Equity accounted earnings - Redefine 18 302 25 710Total income 72 517 68 226Expenses 13 335 12 342



Economic conditions during the early stages of the year were favourable for property. With the collapse of the rand and the subsequent increases in interest rates, the positive property market outlook turned negative and it has accordingly been difficult for property generally. Notwithstanding these challenges, the property division generated strong annuity and fee income. Fortunately with demand exceeding supply, despite increases in interest rates, the prices of listed property stock have maintained asolid platform.

During the year the holding in Redefine was reduced and that in ApexHi was disposed of to assist with group liquidity, ultimately reducing net income earned from these assets. As a result of the disposals, the group's holding in Redefine was reduced to 15.596 and it has accordingly been treated as an investment from I July 2002 (previously an associate). Income from Redefine included unit income of R18.3 million and a fair value gain of R17.3 million.

Assets under management and joint management including Redefine, ApexHi, Hyprop and Capital/Cenprop, grew to R5.4 billion.This represents approximately 25% of the market capitalisation of the listed property loan stock and property unit trust sector It is pleasing that deal activity within the portfolios under management continued throughout the year with Redefine, Hyprop and ApexHi making significant acquisitions.

In addition to asset management income, the levels of advisory and structuring fees continue to be high with a number of important mandates secured from blue chip clients

Operational review

Growth is projected for the property division in the coming yean despite interest rate volatility remaining problematic, and notwithstanding high levels of interest rate hedging in funds under management

CORPORATE FINANCE

The corporate finance division provides the full spectrum of corporate advisory and transaction support services (including legal, financial, accounting and tax advice) for listed and unlisted clients. Mandates cover restructuring projects, mergers and acquisitions, listings, delistings, the JSE requirements, corporate governance and regulatory issues.

The traditional corporate finance environment continues to be competitive and providers of capital are slower and more cautious in making funding related decisions. Despite the climate, the flow of external deals continued to grow at pleasing rates due to a better depth and spread of clients. Reduced internal deal flow is, however; reflected in the division's performance against the preceding year

(R000) 2002 2001 %Total income 27 557 38 215 (28)Expenses 19 392 20 880 (7)Profit before tax 8 165 17 335 (53)

Cost to income ratio 70.4 54.6Net operating assets 15 323 24 992

Notable mandates for the year included advising Transnet on its acquisition of Swissair's holding in SAA, advising the board of Unifer regarding restructuring and regulatory issues and advising JCI and CAM on significant group restructurings.

During the yean the division was active in a number of strategic advisory projects relating to shareholder activism and hostile takeovers and worked closely with the property division in several important transactions in the listed property sector.

The division's capacity to provide the highest quality legal advice and implementation as part of a broader offering is a key differentiator, enabling corporate finance to undertake every aspect of transactions quickly and cost effectively. The pipeline for the coming year is promising.

HEDGE FUNDS AND ARBITRAGE

As a result of tightly controlled activities and reduced risks, the team consisted for most of the year of 3 dealers, risk management and administrative support. Activities were focused on equities, equity derivatives, currencies and, to a smaller degree, bonds.

Trading conditions experienced during the year were difficult Volatility in all markets prompted tight controls around capital utilisation and risk management and it is to the credrt of the traders that they succeeded under these trying conditions.

Results achieved by this team were outstanding, both in terms of quantum and return on equity.

During the year the group introduced an innovative property hedge fund trading capability. This initiative has proven, in its initial phases, to be very successful and the group is optimistic about its ongoing performance.

Operational review

(R000) 2002 2001*

Total income 28 407 4 485

Expenses 10 738 3 717

Profit before tax 17 669 768

Cost to income ratio 37.8%

Return on closing capital 63.9%

Net operating assets 27 631

* Activity commenced in the latter portion of the 2001 financial year.

FINANCIAL PRODUCTS

The performance of financial products was disappointing. The events of September I I impacted immediately upon the retail investment market and coupled with the unavailability of asset swap capacity, offshore product generation reduced significantly, affecting product manufacture and distribution.

.(R000) 2002 2001

Total income 15 007 33 460

Expenses 13 093 12 000


Financial products assets 3 11 543 203 859

Financial products liabilities 289 649 161 930


Policyholders' interests in Corpcapital Life (R000) 2002 2001Investments, interest bearing securities and deposits 1 697 825 1 576 141Life fund 1 697 825 1 576 141

Post the financial year-end, the retail distribution arm of the financial products team was assumed by Peregrine through an agreement that will allow for the ongoing management and administration of existing group products and the completion of work in progress.

The current year will include the development and expansion of the SATRIX involvement and relationship while the strategy will be more closely linked to existing areas of core competence including the listed property sector and the hedge funds' activities.

Operational review

FUNDING AND GROUP SUPPORT

This division comprises the group's central funding function and the cost of the group executive and support functions including company secretarial, finance and administration, human resources, information technology and group treasury operations.

The division performed well managing the relinquishment of the banking licence and the complexities this involved. Significant progress was made in upgrading financial control systems, IT functionality and administrative processes. A new secretarial system contributed to an enhanced management process of related statutory issues.

(R000) 2002 2001Total income 50 379 57 869Expenses 24 302 31 409Profit before tax 26 077 26 460

DISCONTINUING ACTIVITIES

Discontinuing activities include all operations affected by the relinquishment of the banking licence including specialised finance, deposit taking and foreign exchange activities, treasury and the unwinding of the bank's secondary capital structure.

The strict liquidity management exercised during the realisation of assets and repayment of depositors impacted on the earnings of discontinuing activities.

Segmental information Profit/(loss) before tax

(R000) 2002 2001Specialised finance (591) 27 199Bank capital (18 847) (10 138)Treasury (52 127) (21 594)

Total discontinuing operations (71 565) (4 533)

Refer to pages 71 for the detailed income statement relating to discontinuing operations and note 30 to the financial statements on page 88.

SPECIALISED FINANCEThe specialised finance division encompassed all the group's lending activities which included Merchant Factors and the group's microlending operation Infinex

Specialised finance (R000) 2002 2001Total income 61 845 56 701Provision for bad debts (34 333) (12 289)Expenses 28 103 17 214Profit before tax (591) 27 198

Operational review

(R000) 2002 2001Gross advances 335 262 572 406Provision for bad debts (84 013) (45 496)

Net advances 251 249 526 910


TREASURY

(R000) 2002 2001Total income (36 365) (248)Expenses 15 762 21 346

Loss before tax (52 127) (21 594)

This division included deposit taking, money market and forex activities.

Of the total loss before tax from discontinuing activities of R7I.6 million, R52 million was attributable to the treasury division.The loss included overheads of R43 million most of which will not recur All positions have been settled and all deposits due have been repaid.The balance of the loss was primarily incurred in specialised finance activities where sharply increased provisioning from microlending activities (R22 million) undermined a good performance from Merchant Factors which was sold during the period.

BANK CAPITALThe loss relating to bank capital will not recur in future as full provision has been made in the current year for its settlement under asset losses and impairments.

BANK CLOSUREThe profit or loss before tax of discontinuing operations represents the loss these operations made in the normal course of business. The exceptional items of the discontinuing operations are detailed below and represent the once-off losses attributable to the closure of banking activities.

(R000) 2002Asset losses and impairments 28 429Loss on disposal of Merchant Factors 8 931Provision for settlement of bank's secondary capital structure 7 622Impairment of group's holding in associate 5 918Other asset impairments and losses 5 958Closure costs 11 116Total losses on closure of bank 39 545

Getting it right.

Corporate governance


The Corpcapital group is committed to the principles of openness, integrity and accountability, as advocated in the King Report on Corporate Governance. The directors have taken the steps detailed below to ensure that the company will comply with the Code of Corporate Practices and Conduct set out in the King Committee's second report.

BOARD OF DIRECTORS

The Corpcapital board consists of 3 independent non-executive members, a non-

executive chairman and 6 executive members. The composition of all major board

sub-committees complies with King II recommendations.

The board of directors of Corpcapital is responsible to the shareholders for the adoption of group strategy, monitoring of operational'performance and management of the group, remuneration principle and policy, determination of risk management policies and processes, including authority levels and is involved in all discussions that are material to the group. It is also responsible for ensuring the integrity of financial information and the quality of communication to stakeholders, including shareholders, employees and regulators, and the selection of directors.

All group non-executive directors have direct access to senior executives and comprehensive information on the group's affairs. All directors have access to the advice and service of the company secretary.

The directors believe, as a result of their enquiries, that the group has adequate

resources to continue as a going concern in the year ahead and the financial

statements have been prepared on this basis.

Board Processes

A formal board charter that clearly defines the board's role, responsibility and procedures has been adopted.

The board usually meets quarterly and additional meetings are convened to deal with matters of importance to the group. Directors are expected to be fully versed in matters scheduled for board meetings. Executive directors and senior financial executives are available to brief the chairman and non-executive directors in advance of meetings where required.


Directors' attendance at the 2002 board meetings

(Special) (Special)

October November February March May May July August

Ellerine

Frangos

Grolman

Kalkhoven

Lazarus

Liebesman

Liebmann

Sacks

Trengove

Wixley Not Not

applicable applicable

The appointment of new directors is agreed by the board as a whole and these directors, in terms of the Articles of Association, hold office until the next annual general meeting at which they retire and their reappointment is required to be approved by the shareholders. One third of the directors excluding the CEO retire each year by rotation and stand for re-election.

A formalised process of measuring the effectiveness of individual directors and the board as a whole has been developed and will be implemented in the coming year.

Board Committees

The board is supported in the discharge of its responsibilities by a number of sub-committees. Details of the board and sub-committee members are provided on pages 48 and 49 of this report.These sub-committees operate in accordance with charters approved by the board.


Board committees are free to take independent professional advice. Minutes of the sub-committees are circulated and the proceedings are reported on at the following board meeting. Members of operational management are invited to attend sub-committee meetings where necessary.

GROUP EXECUTIVE COMMITTEE

The group executive committee (Exco) is constituted to assist the chief executive to manage the group. It meets fortnightly and consists of the executive directors of the group and senior financial executives. Exco is responsible for development and implementation of group strategies, monitoring of operational management, allocation of group resources and the establishment and implementation of group policies and practices.

AUDIT COMMITTEE

The primary purpose of the audit committee is to assist the board in discharging its reporting responsibilities in terms of the Companies Act, JSE Securities Exchange and other regulations, generally accepted accounting practice, corporate governance principles and common law.The committee consists of four non-executive directors, of whom three, including the chairman are independent.

In particular, it provides the board with assurance on the assessment and measurement of operational risk, the existence and effectiveness of internal controls, the efficiency of accounting and management information systems, objectivity and quality of shareholder reporting and compliance matters.

The committee convenes at least three times a year with the external auditors and the members of the group executive team that are responsible for finance, operations, risk management, internal audit and compliance to review accounting policies and practices, internal audit and external functions, information technology risks, financial reporting, the adequacy of internal controls and management information and compliance standards and issues. The committee reviews in detail all published financial information before it is approved by the board. The committee meets separately at least once a year with management, external and internal audit, all of whom have unrestricted access to the members of the committee.

The audit committee is supported by a sub-audit committee which is chaired by an executive director and meets at least every six weeks.This committee deals with the detailed assessment and implementation of financial and internal controls and management of operational risk.The external auditors and chairman of the audit committee also attend meetings of the sub-audit committee at their discretion.

The audit committee reviews the operations of other audit committees operating within

the group and the sub-audit committee, evaluating their effectiveness on an annual

basis.

The audit committee met on three occasions during the current year It approved the change in classification of investments that was given effect to in the interim report and the annual report. The change was made in order to ensure consistency of accounting treatment within the group whilst maintaining full compliance with Statements of Generally Accepted Accounting Practice.


At year end the committee obtained external valuations, for purposes of assessing potential impairment of investments material to the group's financial position. During the year the committee met separately with management, and the external and internal auditors. After a review of the relevant information, it concluded that the company and the group are going concerns and recommended that the board should endorse a statement to this effect. The committee recommended to the board that the interim and annual reports be approved.

Operational Risk

Operational risk is the risk of direct or indirect loss resulting from inadequate or failed internal processes, people or systems, or from external events. Effective operational risk management protects shareholder value, specifically against unwanted or unexpected events.

The management of operational risk is based on a system of internal controls and upon the vigilance of the group's employees who form the first level of operational risk management. It is founded on a culture and value system which aims to foster and further a sound ethical climate.The careful selection, training and development of staff contribute to a risk monitoring and control culture.

Internal audit monitors the adequacy, appropriateness and efficacy of internal controls on a continuous basis. Its findings are reported to the sub-audit committee and executives.The group maintains insurance cover as an additional safeguard against material loss due to operational risk where it is cost effective to do so.

GROUP GOVERNANCE COMMITTEE

Three directors with specific skills relating to corporate governance have been designated as consultants to the board and audit committee on specific corporate governance issues.They have the authority to appoint independent external resources when required.

REMUNERATION COMMITTEE

The remuneration committee is chaired by an independent non-executive director and is composed of two additional non-executive directors and the CEO.

It measures the performance of executive directors and approves all remuneration and payments made to directors. It is responsible for making recommendations to the board on the principles of remuneration and terms of employment of senior executives including all bonus, profit sharing schemes and employee ownership initiatives.

The core remuneration policy of the group is to employ top calibre people who are regarded as leaders in their area of expertise and to reward them in line with the upper quartile of the market.The committee benchmarks remuneration of directors and senior executives on an annual basis using external consultants and advises the group on compliance with the disclosure requirements of the JSE Securities Exchange and King II.

The committee met four times during the current yean including two special meetings. Progress has been made in formalising policies and procedures and the committee arranged the preparation of a manual which deals with


all aspects of executive remuneration including basic salary, performance bonus schemes, share options, payments for restraints of trade and any potential conflicts of interest. P E Consulting were appointed by the committee to advise the non-executives, with a mandate to benchmark all incentives prior to approval.

INVESTMENT AND FUNDING COMMITTEE

The investment and funding committee considers all purchases and sales of assets, incurrence of debt and contingent liabilities. It has authority to approve transactions of less than R100 million. It must refer transactions of R100 million or more to the Corpcapital board for approval.The committee is also responsible for overseeing the implementation of all transactions that have been approved.

The committee meets weekly. A minimum of four members constitutes a quorum for approval.The group may not commit itself in any way to any investment or funding transaction without prior approval of this committee. The committee is responsible for the proper management of market, credit and liquidity risk that is inherent in the group's business.

Market risk

Market risk is defined as the risk that the value of on or off balance sheet trading positions' or investments will be adversely affected by movements in equity, interest rate or derivative markets, currency exchange rates and commodity prices.

The group's exposure to trading positions has been reduced over the financial year and it now has a limited amount of capital at risk in these areas.The group is active in trading equities and equity derivatives including futures and currency futures. As a consequence of the handing back of the banking and forex licences, the group can no longer trade directly in currencies and has ceased trading in interest rate derivatives as well as reducing bond trading to a minimum.

All traders operate within strict mandates that govern which instruments can be traded and are allocated specific limits. All mandates are approved by the investment committee, prior to commencement of trading.

The notional and fair values of the group's derivative portfolio at year end are shown in note 35 on page 91 . Notional value represents the aggregate of the absolute principal values of the outstanding derivative contracts. Fair value represents the present value of the cash flows that would have occurred if the transactions had been settled in a normal market transaction at the year end.

In addition, the group's investment banking activities give rise to equity market risk which is also managed by the investment committee.

Liquidity Risk

Liquidity risk is the risk of the group not being able to meet a financial or settlement obligation.The group's stringent liquidity policies were fully tested during the process of handing back the banking licence.The group will continue to maintain a conservative approach to liquidity recognising that this is a key risk for any group.


Credit Risk

The group no longer actively engages in lending activities, except where they are a consequence of an investment banking transaction.The investment committee is responsible for approving these transactions.

The provisioning committee is responsible for monitoring existing credit risk relating to the discontinuing activities and for considering the appropriate level of provisions against delinquent accounts as well as the recovery process.

Details of the group advances and provisions are given in note 4 to the financial

statements on page 75.

SUSTAINABILITY ISSUES

The group recognises its responsibility as a corporate citizen but as an investment company does not engage in activities with major environmental impacts .The group has endeavoured to ensure that broader community issues are addressed by its social investment programme and details of the group community investment initiatives are given on pages 52 and 53.

CODE OF CONDUCT

Directors and employees are required to maintain the highest ethical standards to ensure that business practices are conducted in a manner that is beyond reproach.The group places considerable emphasis on its culture and values as the foundations of the manner in which it conducts business.

The group has comprehensive insider trading and personal account trading policies. All employees are required to disclose all securities dealings to the group compliance officer All directors and employees who may have access to information are restricted from dealing in Corpcapital shares for a period of 30 days before the release of interim and final results.

Corpcapital is committed to a policy of integrity in the conduct of its business and is strongly opposed to corruption in any form. This commitment, which is endorsed by the board of directors, is based on the concept that business should be conducted honestly, fairly and legally.

The group expects all employees to share in its commitment to high moral, ethical and legal standards.The board has approved a code of ethics and business conduct which is set out below:

1. No employee will engage in practices or pursue private interests, whether directly or indirectly, in any way in conflict with any of Corpcapital's interests.The onus is on the employee to disclose any actual or potential conflict of interest to the company secretary of Corpcapital.

2. No employee will disclose confidential information about Corpcapital or any of its interests and Corpcapital will likewise respect the privacy and confidentiality of information gained about its employees.

3. Every employee will conduct himself/herself in such a manner as not to discredit Corpcapital nor to offend the common decency or morality of the community.


4. No employee or his/her immediate family will accept gifts from or give gifts to third parties, which may cause such employee to be unduly influenced or to acquire any personal benefit or embarrass Corpcapital in any way.

5. The group will not condone any form of corruption, violation of the law or any unethical business dealings or activities by any employee.

6. The group will remunerate all employees in terms of formal employee contracts. These contracts will have formal remuneration scales and rates and will be for salaries, wages, fringe benefits and any other remuneration.

7. No employee shall receive commission or other benefits from transactions made by or on behalf of the group other than where prior authorisation has been effected.

8. The group is committed to a policy of opportunity for all. As a group, we will reward appropriately, all employees who demonstrate qualities such as initiative, hard work and loyalty.

9. The group is committed to avoiding any adverse environmental impact arising from its business activities.

10 The group and all its employees are expected to communicate with all employees, internal and external parties and all other stakeholders in a timely, reliable and courteous manner that shows respect for the individual's rights and dignity.

11. All information gained and collected in the normal course of business will be safeguarded with full respect for privacy and confidentiality.

12. The group expects all employees to ensure that funds and property are used only for legitimate business purposes. Internal controls and procedures of the highest standards will be enforced to prevent and detect fraud and dishonesty on a timeous basis.

13. The group is committed to a policy of ensuring that the group's staff and systems are not used in money laundering activities.

14. Reliable and accurate accounting records will be maintained to reflect all transactions in terms of generally accepted accounting standards in order for the group to effectively manage its affairs

15. Any contravention of this code will be regarded as a serious matter and will lead to disciplinary and/or legal action.

INTERNAL AUDIT, COMPLIANCE AND CONTROLSThe group maintains internal controls and systems designed to provide reasonable assurance as to the integrity and reliability of the financial statements and to adequately safeguard and maintain accountability for assets. The internal audit function provides assurances to the board of directors and the audit committee regarding the effectiveness of the internal, financial and operational controls. The internal audit function performs regular ndependent reviews and appraisals of systems and controls. The head of internal audit reports directly to the CEO and his remuneration is determined by the remuneration committee.


The internal, financial and operating controls are designed to provide assurance regarding:• the safeguarding of assets against loss or unauthorised use;• compliance with statutory laws and regulations; and

• the maintenance of proper accounting records and the adequacy and reliability of

financial information.

The board of directors acknowledges its ultimate responsibility for the systems of internal, financial and operating controls and the monitoring of their effectiveness. These systems are designed to provide reasonable assurance against material misstatement and loss.

The group has a dedicated compliance officer at the senior executive level who is fully independent from group operating management. Compliance reports are given on an annual basis to the board.

EMPLOYMENT EQUITY AND EMPLOYEE DEVELOPMENT

The group's success is dependent on the quality of people that it is able to attract. Its philosophy is that all employees should have an ownership stake as part of their remuneration package.

The group is also committed to the ongoing development of employees. It actively

encourages employees through funding of education and on the job training to

develop their skills and value to the organisation.

The group complies with all relevant safety and health legislation relating to employees.

The group acknowledges the value that comes from diversity. It is committed to achievingtargets that have been set in the employment equity planning process.

Corporate governance Corporate governance

CORPCAPITAL . Non-executive +Bank non-executive

BOARD AUDIT REMUNERATION GROUP CORPORATE GROUP INVESTMENT &

OF DIRECTORS COMMITTEE COMMITTEE GOVERNANCE COMMITTEE EXCO FUNDING COMMITTEE

E Ellerine • T Wixley • N Frangos N Lazarus J Liebesman J Liebesman

(Chairman) (Chairman) (Chairman) W Trengove • (Chairman) (Chairman)

N Frangos • N Frangos • E Ellerine T Wixley • R Credo E Grolman

E Grolman E Ellerine • J Liebesman E Grolman B Kalkhoven

B Kalkhoven W Trengove • W Trengrove , B Kalkhoven S Kidd

N Lazarus INVITEES INVITEES S Kidd N Lazarus

J Liebesman Prof. E Calitz+ E Grolman N Lazarus B Liebmann

B Liebmann R Credo R Parker + B Liebmann M Sacks

M Sacks G Croock M Sacks

WTrengove • E Grolman

TWixley • S Kidd

J Liebesman

B Liebmann

M Sacks

Representatives of

external auditors

A hand up. Not a hand out.

Corporate social responsibility and investment

Corporate social investment

PHILOSOPHY:

Corpcapital fully supports economic and social transformation through black economic empowerment. Our approach is to instil in all our activities and the activities of our investments an appreciation and commitment to empower previously disadvantaged individuals and communities through equity ownership, employment equity, skills and enterprise development.

The group also seeks to make a positive contribution to the communities in which it does business by implementing strategies that are committed to improvement and change.

In order to make this support as effective as possible, the group's philosophy is to undertake a small number of large projects in which the group can make meaningful contributions.

This focused approach gives better all round value and the strategy has proved to be most effective.

The group has specifically focused in the areas of education, health care and social upliftment.

In addition, Corpcapital endeavours to select projects that encapsulate the values that Corpcapital itself has adopted.

This approach was instrumental in the success of the group's first major corporate social investment (CSI) project which culminated in the official opening of the Emdibanisweni Community Centre at Tsolo by Mr Mandela and Jeff Liebesman.This was an upliftment project which has provided the Tsolo community with skills transfer and knowledge sharing and the construction of a hall, offices and recreational areas with the necessary facilities.

Corpcapital is a founder sponsor of CIDA City Campus and executives of Corpcapital have been closely involved with CIDA since its conceptual stages.The vision at the start represented a quantum leap in the field of tertiary education. CIDA is a bold initiative, extremely well strategised and aligned to the needs of the students it serves.

The implementation of this project has required a great deal of belief and dedication. Corpcapital's involvement is a close one and staff at all levels of the group have been tremendously supportive of CIDA and in making a difference where it matters most

The CIDA Model is now recognised both in southern Africa and overseas as a major empowerment success. Corpcapital is a principal sponsor of Community Aids Response "Care".

Care is an Aids support initiative, which has the backing of a number of successful and professional patrons including Archbishop Tutu and Mr Justice Cameron.

Care has developed support services in Johannesburg Hospital and Helen Joseph Hospital and has built a series of networks and counselling that are rooted in the communities of Johannesburg.Corpcapital's sponsorship has enabled Care to secure a property in Norwood, which will serve as an Aids support centre.

Corporate social investment

Through this initiative, Corpcapital is making a very real contribution towards the fight against HIV/ Aids.

The group sponsors an outreach project through Tikkun, which provides assistance in the upliftment of needy communities in South Africa, thereby enabling a disadvantaged sector of the community to improve their skills, and become self-sustaining.

Corpcapital has incorporated a number of additional initiatives in its CSI programme.These projects are numerous and cover a wide range of social responsibility areas from cultural, education, sport, disabled, childcare, and other needy causes.

The contribution made by Corpcapital in corporate social investment is significant and the groupwill continue to play a meaningful and constructive role by way of its ongoing programmes.

Looking beyond the bottom line.

Annual financial statements

58 Directors' responsibility for

financial reporting

59 Report of the independent

auditors

60 Directors' report

64 Principal accounting policies

68 Balance sheet

70 Income statement

72 Statement of changes in equity

73 Cash flow statement

74 Notes to the financial

statements

92 Subsidiaries and associates

94 Analysis of shareholders and

JSE Securities Exchange

performance

95 Shareholders' diary and administration details

Directors' resposibility for fanancial reporting

The directors of Corpcapital Limited are responsible for the preparation and integrity of the financial statements and other financial information included in this annual report The independent auditors are responsible for reporting on the financial statements.

Corpcapital Limited is committed to achieving comprehensive and responsible reporting in order to facilitate the measurement of the group's performance in relation to the risks inherent in the industries in which it operates and to comparable entities. In line with this policy, in preparing the financial statements, South African Statements of Generally Accepted Accounting Practice and JSE requirements have been followed, suitable accounting policies have been used and reasonable and prudent estimates have been made where required.

To help meet its responsibility with respect to financial information, the group maintains a system of internal controls designed to provide reasonable assurance that assets are safeguarded and transactions and events properly recorded.

After appropriate investigation, the directors believe that the group has adequate resources to continue as a going concern in the year ahead and the financial statements have therefore been prepared on this basis.The financial statements for the year ended 3 I August 2002 which are set out on pages 58 to 93 were approved by the board and have been signed on its behalf by:

ERIC ELLERINE JEFF LIEBESMANChairman Chief Executive Officer22 October 2002

Declaration by the Company Secretary.We declare that, to the best of our knowledge, the company has lodged with the Registrar of Companies all such returns as are required of a public company in terms of the Companies Act and that all such returns are true, correct and up to date.

CORPCAPITAL COMPANY SECRETARIES (PTY) LIMITEDCompany Secretary

22 October 2002

Report of the independent auditors

To the members ofCORPCAPITAL LIMITED

We have audited the annual financial statements and group annual financial statements of Corpcapital Limited set out on pages 58 to 93 for the year ended 31 August 2002.These financial statements are the responsibility of the company's directors. Our responsibility is to express an opinion on these financial statements, based on our audit

SCOPE

We conducted our audit in accordance with statements of South African Auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable assurance that the financial statements are free of material misstatement.

An audit includes:• examining, on a test basis, evidence supporting the amounts and disclosures in

the financial statements,• assessing the accounting principles used and significant estimates made by

management, and• evaluating the overall financial statement presentation.We believe that our audit provides a reasonable basis for our opinion.

AUDIT OPINIONIn our opinion, the financial statements fairly present in all material respects, the

financial position of the company and the group at 31 August 2002 and the results

of their operations and cash flows for the year then ended in accordance with South

African Statements of Generally Accepted Accounting Practice, and in the manner

required by the Companies Act

FISHER HOFFMAN PKF (JHB) INCChartered Accountants (SA) Registered Accountants and Auditors Registration number 1994/001 166/21

Johannesburg 22 October 2002

Directors' report

The directors have pleasure in presenting their report for the year ended 31 August 2002.

NATURE OF BUSINESS

The group's activities are detailed in the chief executive's report and the operational review.

FINANCIAL RESULTS

The results of the group's operations are set out in the financial statements. Commentary thereon is contained in key financial highlights, the chief executive officer's report and the operational review.

SHARE CAPITAL

As at 3 I August 2002, the authorised share capital comprised I 322 279 778 ordinary shares of 0.09 cent each, of which 440 264 940 were issued prior to the repurchase of ordinary shares on the open market through the JSE Securities Exchange South Africa. During the year under review, a subsidiary repurchased 28 527 5 I I shares of the ordinary issued share capital of the company (cumulatively 6.48% of its issued share capital), in terms of the general authority granted at the annual general meeting of Corpcapital shareholders held on 30 January 2002.These shares were still held by the subsidiary as at 3 I August 2002 and are included in shares held by consolidated entities.

The company's unissued shares have been placed under the control of the directors until the forthcoming annual general meeting.

SUBSIDIARIES

Details of subsidiary companies are set out on page 93.

DIVIDEND AND SPECIAL DISTRIBUTION

As a result of terminating its banking activities, the group realised cash in excess of its working capital and planned investment requirements.The board has resolved to distribute the excess cash to shareholders.The amount of the special distribution, its timing and the means by which it will be effected will be announced separately. The special distribution will exceed 12.5 cents per share, which would otherwise have been approved by the board as an ordinary dividend.

EMPLOYEE SHARE INCENTIVE SCHEME

The group operates a group employee share incentive scheme, which combines the schemes of the previously listed entities, being the Corpgro Limited Employee Share Incentive Scheme, the Corpcapital Limited Employee Share Incentive Scheme and the Corpcapital Bank Controlling Company Limited Employee Share Incentive Scheme.

Directors' report

During the year under review the following changes took place

Corpcapital Limitedas at 31 August 2002 Ordinary Shares

Shares and options awarded in terms of the schemes at the beginning of the year 65 982 703New awards / options issued to executives and staff 73 860Awards / options relinquished (15 211 842)

Shares awarded and under option at the end of the year 50 844 721Balance of shares available in terms of the scheme 15 195 032

Awards of the balance of shares available in terms of the scheme will be made to ensure the continuing

commitment and incentivisation of management

DIRECTORS

The directors at the date of this report are: E Ellerine (Chairman),JM Liebesman (Chief Executive Officer), MH Sacks (Managing Director), NJ Frangos, E Grolman, BKA Kalkhoven, NN Lazarus, GB Liebmann, WH Trengove and TA Wixley.

In terms of the articles of association, MH Sacks and E Grolman retire at the forthcoming annual general

meeting, and being eligible, offer themselves for re-election. In addition, in terms of the articles of

association,TA Wixley, who was appointed by the board of directors on 15 February 2002, retires at the

forthcoming annual general meeting, and being eligible, offers himself for re-election.

.

Directors' report

DIRECTORS' REMUNERATIONRemuneration for the year ended 31 August 2002 excluding share options awarded

Services 2002 2001 2002 2001 2002 2001

as Basic remun-

Basic remun-

Perform- Perform- Total Total

director eration and eration and ance ance remuneration remuneration

(R's) fringe benefits

fringe benefits

bonus bonus expense expense

Non-executive directors

E Ellerine 324 125 324 125 255 000

N Frangos 274 125 274 125 305 000

W Trengove 274 125 274 125 255 000

T Wixley 274 125 274 125 -

1 146 500 1 146 500 815 000

Executive directors

E Grolman 1 323 388 1 210 953 1 250 000 2 250 000 2 573 388 3 460 953

B Kalkhoven 1 323 388 1 210 812 675 000 2 250 000 1 998 388 3 460 812

N Lazarus 1 686 748 1 210 953 1 000 000 2 250 000 2 686 748 3 460 953

J Liebesman 2 330 967 2 099 021 2 200 000 3 261 000 4 530 967 5 360 021

B Liebmann 1 323 388 1 210 953 1 460 000 2 250 000 2 783 388 3 460 953

M Sacks 1 330 888 1 207 420 1 460 000 2 250 000 2 790 888 3 457 420

9 318 767 8 150 112 8 045 00014 511 000 17 363 767 22 661 112

Directors' report

DIRECTORS' SHAREHOLDINGS

As at 3 I August 2002 the directors held 63 645 680 shares (14.5%), beneficially and non-beneficially, in the issued share capital of the company (2001: 63 147 114 shares (14.3%)).

Individual directors' shareholdings are set out below:

Shareholdings excluding incentive entitlements Cumulative

entitlements Beneficial Beneficial Non- Non-

under holdings holdings beneficial Beneficial beneficial

employee Average indirect direct holdings holdings holdings

Directors' incentive strike 31 August 31 August

31 August 31 August 31 August

Interests schemes price 2002 2002 2002 2001 2001

E Ellerine - 23 808 525 - 23 768 414

N Frangos - - 11 699 357 - - 11 507 602 -

E Grolman 6 854 836 2.37 11 142 072 252 682 - 11 394 754 -

B Kalkhoven 2 058 000 2.16 95 500 1 632 144 - 1 632 144 -

N Lazarus 1 008 064 2.48 1 928 539 - - 1 928 539 -

J Liebesman 8 211 831 1.80 751 891 - 8 316 373 751 891 8 316 373

B Liebmann 1 008 064 2.48 815 741 59 677 1 105 815 875 418 1 105 815

M Sacks 8 478 053 2.26 898 566 - 940 000 898 566 940 000

W Trengove - - 111 200 27 598 - 27 598 -

TWixley - - 60 000 - - - -

27 618 848 27 502 866 1 972 101 34 170 713 29 016 512 34 130 602

Directors' shareholdings as % of shares in issue 6.2 0.5 7.8 7.6 7.8

There have been no changes in directors' holdings since the financial year end and the date of this report.

Other than as disclosed above, no Corpcapital Limited director holds shares in Corpcapital Limited, either beneficially or non-beneficially, and there have been no changes in directors' shareholdings between 31 August and the date of this report.

SPECIAL RESOLUTIONS

Since the previous annual report to shareholders, the company passed a special resolution to grant the board of directors general authority to effect buy-backs of the company's shares on the JSE Securities Exchange South Africa.

Principal accounting policies

The financial statements have been prepared in accordance with the historic cost convention, except for the revaluation of certain investments to fair value. They incorporate the principal accounting policies set out below, which have been applied on a consistent basis. The policies comply in all respects with South African Statements of Generally Accepted Accounting Practice.

BASIS OF CONSOLIDATION

The group results include those of subsidiary undertakings. Subsidiaries are those entities in which the group is able to exercise control over the financial and operating policies. Investments where control is intended to be temporary are not consolidated, but are included with investments.

The results of subsidiaries are incorporated from the effective date of acquisition up to the effective date of disposal. All intra-group transactions, balances, unrealised surpluses and deficits on transactions between group companies have been eliminated.

PROPRIETARY CONSOLIDATED INVESTMENTS

The operating results of subsidiaries that are not considered part of the core financial services business are reflected as a separate line item on the group's income statement. The assets and liabilities of these subsidiaries are shown separately in the assets and liabilities sections of the balance sheet. The working capital movement attributable to these businesses is shown separately in the cash generated by operations note. Details of other disclosable items are included in the notes to the financial statements.

Profits and losses relating to the disposal of these subsidiaries are included in investing income and headline earnings. A profit on disposal that recoups goodwill previously written off is excluded from headline earnings.

FOREIGN CURRENCIES

Foreign entities. Foreign entity financial statements are translated into South African currency as follows:

Assets and liabilities at rates of exchange ruling at the balance sheet date.

Income, expenditure and cash flow items at the weighted average rates of exchange during the period.Translation differences are taken to reserves.

Foreign currency transactions and balances. Transactions in foreign currencies are converted into South African currency at the exchange rate ruling at the transaction date. Foreign currency assets and liabilities, including foreign currency trading positions, are translated using exchange rates ruling at the balance sheet date. Exchange differences are included in income.

INVESTMENTS

Securities held as investments (which are not subsidiaries or associates) are initially recognised at cost including transaction costs. These securities are subsequently remeasured to fair value based on the latest traded prices or amounts derived from cash flow models. Fair values for unquoted equity instruments are estimated using applicable price/earnings or price/cash flow ratios taking into account the specific circumstances of the issuer. Unrealised and realised gains or losses on investment securities are recognised in investment income.

Purchases and sales of investment securities are recognised at trade date.


TRADING ASSETS

Trading securities were either acquired for generating a profit from short-term fluctuations in price or dealer's margin, or are securities included in a portfolio in which a pattern of short-term profit taking exists.Trading securities are initially recognised at cost (which includes transaction costs) and subsequently remeasured at fair value based on quoted bid prices. All purchases and sales of trading securities are recognised at trade date.

Realised and unrealised gains and losses are included in trading income. Interest and dividends earned whilst holding trading securities are reported as trading income.Trading income is stated net of funding costs.

Other trading assets are initially recognised at cost (which includes transaction costs) and subsequently remeasured to fair value based on estimated realisable values.

SALE AND REPURCHASE AGREEMENTS.

Securities sold subject to a linked repurchase agreement ("repos") are recorded in the balance sheet as trading securities and the counterparty liability is included in liabilities. Securities purchased under agreements to resell ("reverse repos") are included under trading assets. Profits, losses or interest resulting from these transactions are included in trading income.

DERIVATIVES

Derivative instruments not designated as hedges are revalued to fair value based on market value, which includes provision for market risk where bid/offer spreads for long-dated derivatives are considered to be significant.The net surplus or deficit on the revaluation of such derivative instruments is included in trading income.

Profits and losses related to derivative instruments that are designated as hedges are recognised on the same basis as the hedged asset or liability.

SET OFF

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to set off the amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously.

SPECIFIC AND GENERAL PROVISIONS FOR BAD AND DOUBTFUL DEBTS

Specific provisions represent the quantification of actual and expected losses from identified accounts.The amount of specific provisions raised is the group's conservative estimate of the amount needed to reduce the carrying value of the asset to the expected ultimate net realisable value, taking into account the financial status of the customer and any security for the loan. Specific provisions include amounts in respect of interest that is not serviced.

General provisions augment specific provisions and provide cover for loans which are not impaired at the balance sheet date but which will be identified as such in the future.The group's general provision has been determined taking into account the structure and the risk characteristics of the group's loan portfolio, in accordance with regulatory requirements where applicable.

Advances are stated net of specific and general provisions.


ASSOCIATES

An associate is an entity in which the group has a long-term interest and over which it has the ability to exercise significant influence but not control. Results of associates are included from the effective date of acquisition using the equity method.

The group's share of associates' earnings is based on:

Listed companies. The latest available audited annual financial statements, or interim results where the financial year-end of the company is more than six months prior to 3 I August.

Unlisted companies. The latest available audited annual financial statements and, where such statements are not available for the period ended 3 I August, unaudited management financial statements.

GOODWILL AND INTANGIBLES

Goodwill, being the excess of the purchase price over the group's share of the fair value of the net assets of the subsidiaries or associates acquired, is shown as a separate asset on the balance sheet or as part of the carrying value of the associates. Goodwill is amortised over its expected useful life, not exceeding 20 years. Goodwill arising prior to I September 2000 was written off directly to the share premium account.

Intangible assets are recognised separately, and amortised over their expected useful lives. Intangible assets identified before I September 2000 were written off directly against the share premium account.

PROPERTY AND EQUIPMENT

Equipment is stated at cost to the group and depreciated on the straight-line basis over its estimated useful life. The annual depreciation rates applied to categories of equipment are:

Office equipment and furniture 16.7% to 20%Computer equipment 33.3%Vehicles 20% to 25%Manufacturing, plant and equipment 12.5% to 20%

Property is stated at cost. Buildings used for operating purposes are depreciated at 2% p.a. on a straight line basis.

Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down to its recoverable amount.

INVENTORIESInventories are stated at the lower of cost and net realisable value, with due provision made for slow-moving items. Cost is determined on the following bases:

• Raw materials and merchandise are valued at cost on the first-in first-out basis.

• Work in progress and finished goods are valued at raw material cost plus direct costs and a proportion of manufacturing overhead expenses.


DEFERRED TAXATION

Deferred taxationis provided for all temporary differences arising between the tax bases of assets and liab ilities and their accounting carrying values. Deferred taxation assets are raised to the extent that future taxable income is probable. Deferred taxation is calculated at current rates using the liability method.

FINANCE LEASES

Assets acquired under finance lease agreements are capitalised at equivalent cash cost. Lease payments are allocated between capital and interest using the effective interest rate method.

REVENUE

• Sales of merchandise and manufactured goods of proprietary consolidated investments are recognised when risk and rewards pass to the purchaser:

• Interest received and annuity product income is recognised using the effective yields on the underlying securities.

• Investing income and trading and arbitrage profit arerecognised as set out above under investments, trading assets and derivatives.

• Commissions and fees include fees earned from providing advisory services and the arranging of financing for clients, and are recognised as revenue when the related services are performed.

Investing, trading and fee income is disclosed net of income-based profit sharing arrangements and deal costs.

RETIREMENT BENEFITS

It is the policy of the group to provide pension and provident fund benefits to employees. All these funds are defined contribution funds. The group's portion of contributions to funds is charged against staff costs when incurred.

LIFE ASSURANCE

The group has sold unit linked products to individual investors. All liabilities are directly related to asset values and no mortality risk is assumed by the company.

The liabilities are valued on a basis consistent with the asset values and comply with the financial soundness valuation basis. Provision has been made for future costs in respect of the policies.Income from the long-term assurance business comprises interest, dividends and rental income received on investments held, as well as premium income in respect of linked business sold. Gains and losses arising as a result of the fluctuation in the market value of investments, whether realised or unrealised, are accounted for as movements in the long-term assurance fund which is included in deposits and other accounts in the balance sheet.

Balance sheet

at 31 August

Group Company

(R000) Notes 2002 2001 2002 2001

Assets

Corpcapital 2 501 531 4 537 808

Cash and cash equivalents 1 454 427 435 911 999 535

Liquid assets 7 354 185 986 - -

Trading securities 2 172 706 1 597 475 - -

Advances and other accounts 4 331 001 755 801 10 650 156 491

Financial products assets 311 543 203 859 - -

Investments 3 331 763 656 146 138 050 153 600

Preference shares 5 616 221 522 729 - -

Deferred taxation 6 21 500 - - -

Investment in subsidiaries 7 - - 863 910 598 101

Associates 8 212 857 28 694 - -

Property, plant, equipment and intangibles 9 42 159 51 207 - -

Proprietary consolidated investments 480 953 422 781

Cash and cash equivalents 35 884 36 389

Trade debtors and other accounts 184 334 178 324

Inventories 10 214 198 167 397

Associates and joint ventures 1 673 3 984

Property, plant, equipment and intangibles 9 44 864 36 687

Total assets 2 982 484 4 960 589 1 013 609 908 727

Net asset value per share (cents) 289.2 308.4

Shares in issue (000) (excluding shares held by

consolidated entities) 348 241 440 265

Balance sheet

at 31 August

Group Company

(R000) Notes 2002 2001 2002 2001

Equity and liabilities

Equity

Share capital and premium 11 598 341 598 341 598 341 598 341

Retained earnings and reserves 12 638 690 759 539 265 374 238 597

Ordinary shareholders' equity 1 237 031 1 357 880 863 715 836 938

Shares held by consolidated entities 13 (229 812) - - -

Minority shareholders' interest 9 930 6 861 - -

Total shareholders' equity 1 017 149 1 364 741 863 715 836 938

Compulsorily convertible loan 14 304 114 304 114 - -

Total capital employed 1 321 263 1 668 855 863715 836 938

Policyholders' interest in Corpcapital Life

Investments, interest bearing securities and deposits 1 697 825 1 576 141

Life fund 1 697 825 1 576 141

Liabilities

Corpcapital 1 420 946 3 088 908

Long-term debt 15 241 080 152 846 119 461 55 275

Deferred taxation 6 37 466 1 09 014 - -

Convertible loan interest 339 806 219 845 - -

Financial products liabilities 289 649 161 930 - -

Deposits and short-term debt 16 300 861 824 556 25 560 -

Trading liabilities 138 994 1 445 051 - -

Creditors, provisions and taxation 17 73 090 175 666 4 873 16 514

Corpcapital group current loans - - - -

Proprietary consolidated investments 240 275 202 826

Interest bearing debt 18 33 735 38 511

Trade creditors and provisions 197 234 157 281

Taxation 9 306 7 034

2 982 484 4 960 589 1 013 609 908 727

Income statement

for the year ended 31 August Group Company

(R000) Notes 2002 2001 2002 2001Revenue 19 1 531 525 1 733 636 77 867 262 772

Interest received 20 190 655 149 200 9 631 1 129Interest paid 21 109 985 65 359 12 332 4564

Net interest income 80 670 83 841 (2 701) (3 435)Specific and general provisions 22 38 735 12 733 - -Convertible loan interest 112 339 92 505 - -Non interest income 367 867 558 703 80 568 266 207

Investing, trading and fee income 23 239 221 461 656 80 568 266 207Equity accounted income 24 47 698 25 710 - -Contribution from proprietary consolidated investments 80 948 71 337 - -

Total income 297 463 537 306 77 867 262 772Operating expenses 26 151 099 149 583 236 1 229

Profit before taxation and exceptional items 146 364 387 723 77 631 261 543Goodwill (223 414) 179 777 2 918 -Exceptional items 27 (48 663) (10 000) - -

Profit/(loss) before taxation (125 713) 557 500 80 549 261 543Taxation (64 307) 74 405 940 1 077

Normal 28 2 864 77 405 940 1 077Exceptional 28 (67 171) (3 000) - -

Proflt/(loss) after taxation (61 406) 483 095 79 609 260 466Attributable to minority shareholders 6 574 108 420 - -

Attributable profit/(loss) (67 980) 374 675 79 609 260 466Headline earnings adjustments 27 204 906 (183 576) (2 918) -

Headline earnings 136 926 191 099 76 691 260 466

Earnings per share (cents) (18.1) 140.2Headline earnings per share (cents) 36.5 71.5Diluted earnings per share (cents) (18.1) 140.2Diluted headline earnings per share (cents) 36.5 71.5Weighted average shares in issue (000) 375 431 267 311Fully diluted weighted average shares in issue (000) 375 431 267 311

Income statement

for the year ended 31 August 2002 Pro forma* 2001 2002 2001

Group continuing 2001 continu- continuing discontinuing

discontinuing(R000) operations ing operations operations operations operationsRevenue 1 412 555 1 516 780 1 594 816 118 970 138 820

Interest received 76 785 37 335 37 335 160 712 111 865Interest paid 32 134 11 768 11 768 124 693 53 591

Net interest income 44 651 25 567 25 567 36 019 58 274Specific and general provisions 4 402 444 444 34 333 12 289Convertible loan interest - - - 112 339 92 505Non interest income 284 915 400 121 478 156 82 952 80 547

Investing, trading and fee income 155 841 266 357 381 814 83 380 79 842Equity accounted income 48 126 62 427 25 005 (428) 705Contribution from proprietary consolidated investments 80 948 71 337 71 337 - -

Total income 325 164 425 244 503 279 (27 701) 34 027Operating expenses 107 235 111 023 111 023 43 864 38 560Profit before taxation and exceptional items 217 929 314 221 392 256 (71 565) (4 533)Goodwill (202 666) 150 190 180 610 (20 748) (833)Exceptional items (9 118) (4 919) - (39 545) (10 000)

Profit/(loss) before taxation 6 145 459 492 572 866 (131 858) (15 366)Taxation (68 147) 75 755 75 755 3 840 (1 350)Normal (1 595) 75 755 75 755 4 459 1 650Exceptional (66 552) - - (619) (3 000)

Profit/(loss) after taxation 74 292 383 737 497 111 (135 698) (14 016)Attributable to minority shareholders 5 967 73 174 119 839 607 (11 419)

Attributable profit/(loss) 68 325 310 563 377 272 (136 305) (2 597)Headline earnings adjustments 145 232 (165 700) (186 494) 59 674 2 918

Headline earnings 213 557 144 863 190 778 (76 631) 321

Earnings per share (cents) 18.2 116.2 141. 1 (36.3) (1.0)Headline earnings per share (cents) 56.9 54.2 71.4 (20.4) 0.IWeighted average shares in issue (000) 375 431 267 311 267 311 375 431 267 311

* Pro forma comparatives illustrate the effect of the change in classification of certain investments

Statement of changes in equity


(R000) Notes 2002 2001 2002 2001Share capital At the beginning of the year 396 226 396 226Shares issued - 70 - 170

At the end of the year 396 396 396 396

Share premium At the beginning of the year 597 945 164 159 597 945 164 159Shares issued - 433 786 - 433 786

At the end of the year 597 945 597 945 597 945 597 945

Accumulated profit At the beginning of the year 756 040 217 200 235 098 1 049Attributable profit (67 980) 374 675 79 609 260 466Transfer from/(to) general reserves (254) 188 419 - -Dividend declared (52 832) (26 417) (52 832) (26 417)Changes in holding in subsidiary companies - 2 163 - -


General reserves At the beginning of the year 3 499 196 660 3 499 3 499Transfer from/(to) accumulated profit 254 (188 419) - -Foreign currency translation and other (37) - - -Changes in holding in subsidiary companies - (4 742) - -


Shares held by consolidated entities Share incentive trust consolidated (164 062)Shares bought back (65 750)At the end of the year (229 812)

Cash flow statement


(R000) Notes 2002 2001 2002 2001Operating activities 42 954 121 947 95 316 (27 135)Cash generated from operations 31 122 457 205 890 148 148 (718)Taxation and dividends paid 31 (79 503) (83 943) (52 832) (26 417)Purchase of shares (65 750)Reduction in net banking assets (91 057) 64 649

Liquid and net trading assets 690 556 (679 845)Advances and other accounts 77 283 (480 716)Repurchase agreements (393 212) 393 212Proceeds on disposal of subsidiary 26 207 -Deposits and funding activities (505 385) 804 124Creditors 13 494 27 874Investing activities 75 431 (61 058) (183 937) (10 561)

Investments in associates and investments acquired 80 694 (180 311) (137 274) -Property and equipment (5 263) (3 231) - -Business combinations - 125 064 - -Investments in subsidiaries - (2 580) (46 663) (10 561)Financing activities 77 661 (29 578) 89 085 18 326

Long term debt 77 661 (29 578) 89 085 18 326Movements in proprietary consolidated investments (20 723) (120 597)

Movement in assets (58 172) (154 621)Movement in liabilities 37449 34 024

Net change in cash and cash equivalents 18 516 (24 637) 464 (19 370)Opening cash and cash equivalents 435 911 460 548 535 19 905

Closing cash and cash equivalents 454 427 435 911 999 535

Notes to the financial statements

Group Company(R000) 2002 2001 2002 20011. Cash and cash equivalents

Cash - 6 373 - -Balances with other banks 106 621 44 165 999 535Money market placements 41 377 385 373 - -Cash equivalents 306 429 - - -

454 427 435 91 1 999 535

2. Trading securities Resale agreements - 875 341Equities and equity derivatives 91 122 27 591Interest bearing securities - 647 313Trading collateral and placements 67 362 -Other trading assets 14 222 47 230

172 706 1 597 475

3. Investments Listed equities at market value 174 629 231 033 - -

Redefine Income Fund (50 million units) 119 000 - - -Other 55 629 231 033 - -

Unlisted equities 158 648 425 113 138 050 153 600Corpcom (now Clear Channel Independent) 132 561 153 600 132 561 153 600Other 26 087 271 513 5 489 -

Fair value provisions (1 514) - - -331 763 656 146 138 050 153 600

Directors' valuation (unlisted equities less fair value provisions) 157 134 425 113 103 050 153 600


Group Company(R000) 2002 2001 2002 20014. Advances and other accounts

Advances 335 262 572 406 21 642Corporate loans 237 865 149 528 -Factoring - 233 186 -Individual 97 397 99 617 -Share trusts - 90 075 21 642Provision for doubtful debts (84 013) (45 496)Specific (80 989) (18 668)General (3 024) (26 828)Receivables and other current assets 79 752 228 891 10 650 134 849

331 001 755 801 10 650 156 491

Specific provisions as a % of gross advances 24.2 3.3General provisions as a % of gross advances 0.9 4.7Maturity analysis - advances On demand to one month 4 804 50 307One month to one year 230 676 319 978One year to five years 28 908 177 764Over five years 70 874 24 357

335 262 572 406

Provision for bad debts Opening balance 45 496 6 490Income statement charge 38 735 12 733Provisions acquired 12 695 16 273Provisions disposed (9 833) -Provisions utilised (3 080) -Regulatory increase in provisions - 10 000Closing balance 84 013 45 496

5. Preference shares 616 221 522 729The preference shares are redeemable within a three year period and semi annual dividends accrue

at a rate of 1 7.5%


Group Company(R000) 2002 2001 2002 20016. Deferred taxation - Asset

Tax losses 21 50021 500

Deferred taxation - Liability Provisions 27 230 29 310Unrealised profit on restatement of investments and securities to fair value 10 236 70 198Other temporary differences - 9 506

37 466 109 014

Future tax relief Estimated assessed losses available 169 800 146 300

7. Investments in subsidiaries Carrying value of shares 420 047 511 697Carrying value of equity loans 443 863 86 404

863 910 598 101

8. Associates Net asset value 119 446 117 603Share of post-acquisition retained earnings (11 815) 5 291Goodwill 105 226 -

212 857 122 894Loans receivable - 5 800

212 857 128 694

Refer to full details of associates on pages 92.


2002 Opening Business

Addi- Dispo- Depre-

book combi- tions sals ciation(R000) value nations

9. Property, plant, equipment and

intangibles

Property 34 576

Cost 36 947 35 196 1 751 -

Accumulated depreciation (2 371) (1 002) - (1 369)

Office equipment and furniture 7 442

Cost 18 056 15 970 (535) 6 645 (4 024) -

Accumulated depreciation . (10 614) (6 348) - - 1 331 (5 597)

Vehicles 141

Cost 277 1 056 (779)

Accumulated depreciation (136) (474) 339

Net book value 42 159 44 398

2002 2001

Total cost 55 280 52 222

Total accumulated depreciation (13 121) (7 824)


Intangible assets - 6 809

Total property, plant, equipment

and intangible assets 42 159 51 207

Property comprises the group's head office building which was purchased in 1999 and is situated at 2 Arnold Road, Rosebank, Johannesburg.


2002 Opening Business Addi- Dispo- Depre-

book combi- tions sals ciation

(R000) value nations

Proprietary consolidated investments

Property, plant, equipment and

intangibles

Property 12 996

Cost 13 239 13 171 79 (11) -

Accumulated depreciation (243) - - - (243)

Advertising structures 1 429

Cost 3 268 3 161 409 (302) -

Accumulated depreciation (1 839) (1 640) - 302 (501)

Plant and equipment 12 504

Cost 25 050 16 250 5 026 3 935 (161) -

Accumulated depreciation (12 546) (6 218) (3 426) - 157 (3 059)

Office equipment and furniture 5 534

Cost 15 399 12 402 1 379 2 012 (394) -

Accumulated depreciation (9 865) (7 483) - - 308 (2 690)

Vehicles 8 355

Cost 21 193 17 364 541 5 074 (1 786) -

Accumulated depreciation (12 838) (10 320) - - 1 060 (3 578)


2002 2001

Total cost 78 149 62 348

Total accumulated depreciation (37 331) (25 661)


Intangible assets 4 046 -

Total property, plant, equipment

and intangible assets 44 864 36 687


Group Company(R000) 2002 2001 2002 200110. Proprietary consolidated investments

Inventories Raw materials 16 824 11 685Work in progress 13 272 6 887Finished goods 31 424 29 994Merchandise 152 678 118 831

214 198 167 39711. Share capital

Authorised shore capital 1 322 279 778 ordinary shares of 0.09 cent each 1 190 1 190 1 190 1 190

Number of shares in issue 440 264 940 440 264 940 440 264 940 440 264 940Issued share capital At the beginning and end of the year 598 341 598 341 598 341 598 341

12. General reserves 3 716 3 499 3 499 3 499Investment surplus 2 189 2 189 2 189 2 189Reduction in share capital 1 310 1 310 1 310 1 310Foreign currency and other reserves 217 - - -

Accumulated profits 634 974 756 040 261 875 235 098Retained earnings and reserves at the end of year 638 690 759 539 265 374 238 597

13. Shares held by consolidated entities (92 024 166 shares) 229 812Subsidiary (28 527 511 shares) 46 662Employee share trusts (63 496 655 shares) 183 150

14. Compulsorily convertible loan 304 114 304 114Payable by Corpcapital Bank Ltd. The loan is convertible into Corpcapital Bank Ltd shares on 13 November 2003 in a ratio to be determined by reference to the net asset value of the company at the time of conversion. Corpcapital Bank Controlling Company Ltd has purchased the conversion

rights attached to the loan. The loan yields an effective

interest rate of 21 .44% per annum. Interest accrued on

the loan is disclosed in the balance sheet under liabilities.


Group Company(R000) 2002 2001 2002 200115. Long-term liabilities

Secured term toons 152 048 71 733 119 461 -Unsecured Investment certificates 89 032 75 838 - -Interest free loans - 5 275 - 55 275

Total amounts outstanding 241 080 152 846 119 461 55 275

The average closing rate on long-term debt 17.31%Repayments Repayable during the 12 months to 31 August 2002 - 46 360 - 55 27531 August 2003 3 121 30 648 2 461 -31 August 2004 36 913 - 27 000 -31 August 2005 45 000 - 45 000 -31 August 2006 134 031 75 838 45 000 -Repayable thereafter 22 015 -

241 080 152 846 119 461 55 275Encumbered assets

Property, plant and equipment 34 576 - -Inventories and debtors 21 320 67 753 -Trading securities 162 413 175 000 175 000

Book values of assets encumbered in favour of secured lenders 218 309 242 753 175 000

16. Deposits and other interest bearing accounts Fixed and notice deposits 89 792 234 664 -Demand deposits 165 510 564 689 -Other short term debt 45 559 25 203 25 560

300 861 824 556 25 560All deposits will be repaid within 6 months 17. Creditors, provisions and taxation

Creditors 19 492 111 251 3 426 15 797Taxation 1 977 4 007 - -Accruals 51 621 60 408 1 447 717

73 090 175 666 4 873 16 514


Group Company(R000) 2002 2001 2002 200118. Proprietary consolidated investments

Interest bearing debt 33 735 38 511

The average closing rate on interest bearing debt 17.72%Repayments Repayable during the 12 months to 31 August 2002 - 4 77631 August 2003 6 669 6 66931 August 2004 6 771 6 77131 August 2005 8 053 8 05331 August 2006 9 577 9 57731 August 2007 2 665 2 665

Repayable thereafter 33 735 38 511Encumbered assets

Property, plant and equipment 17 110 17 203Inventories and debtors 71 168 69 055

Book value of assets encumbered in favour of secured lenders 88 278 86 258

19. Revenue Corpcapital 367 588 571 207 77 867 262 722

Net interest income 80 670 83 841 (2 701) (3 435)Equity accounted income 47 697 25 710 - -Investing, trading and fee income 239 221 461 656 80 568 266 207

Proprietary consolidated investments 1 163 937 1 162 429Sales 1 151 337 1 154 841Other income 12 600 7 588

1 531 525 1 733 636 77 867 262 772


Group Company(R000) 2002 2001 2002 2001

20. Interest received Cash and liquid assets 59 825 56 868 2 268 1 115Advances 126 952 91 625 - -Other 3 878 707 7 363 14

190 655 149 200 9 631 1 129

21. Interest paid Interest on deposits 76 850 42 072 . -Other interest 33 135 23 287 12 332 4 564

109 985 65 359 12 332 4 564

22. Provision for doubtful debts Specific provisions (net of recoveries) 19 789 4 160Suspended interest 4 730 840General provisions made 14 216 7 733

38 735 12 733

23. Investing, trading and fee income Trading income 10 328 (10 893) - -

Foreign exchange gains / (losses) (3 508) 479 - -Trading and arbitrage profit/toss 13 836 (11 372) - -

Investing income 41 903 261 880 18 032 255 623Unrealised investing income 31 812 173 433 7 626 132 961Realised investing income 10 091 88 447 10 406 122 662

Dividends from investments 7 668 6 107 62 536 10 584Preference dividends 93 491 79 307 - -Other income 2 460 - -Commissions and fees 85 831 122 795 - -

Structured product fees and commissions 12 141 32 518 - -Corporate finance fees 28 432 35 792 - -Property consulting fees 13 635 20 901 - -Property management fees 12 520 10 828 - -Factoring 11 263 11 685 - -Asset management fees 489 - - -Other banking fee income 7 351 11 071 - -

239 221 461 656 80 568 266 207


Group Company(R000) 2002 2001 2002 200124. Equity accounted income

Group's share of pre-tax earnings 47 698 25 710

25. Contribution from proprietary consolidated investments Sales 1 151 337 1 154 841Cost of sales including adjustments and rebates 833 802 806 502

Gross margin 317 535 348 339Equity accounted income 676 2 339Other income 12 600 7 588Operating expenses (net of discounts received) (245 055) (290 926)

85 756 67 340Net interest received / (paid) (4 808) 3 997

Income before taxation from proprietary consolidated investments 80 948 71 337

Disdosable items: Auditors' remuneration 1 662 1 473

Audit fees 1 636 1 473Fees for other services 26 -

Operating lease charges 21 997 19 794Property 21 121 18 561Other 876 1 233

Depreciation 10 071 7 433Profit/(loss) on disposal of property 160 70


Group Company(R000) 2002 2001 2002 200126. Operating expenses

Personnel costs 52 327 43 534Auditors' remuneration 2 103 2 153

Audit fees 1 567 1 711Fees for other services 536 442

Directors' emoluments 18 511 23 476Non executive directors* 1 147 815Executive directors* 17 364 22 661' Operating lease charges 1 598 4 777

Property 1 142 2 515Other 456 2 262

Marketing 12 248 18 865 - -Depreciation 6 966 3 487 - -Amortisation of restraints 10 985 15 639 - -Premises and direct operational costs 7 270 10 077 - -IT costs 6 661 7 228 - -Other expenses 32 430 20 347 236 1 229

Total operating expenses 151 099 149 583 236 1 229

* Full details of remuneration are given in the directors' report on page 62.


Group Company(R000) 2002 2001 2002 200127. Headline earnings adjustments

Goodwill 223 414 (179 777) (2 918)Goodwill amortisation 104 966 74 948Share of associates' goodwill 13 017 -Impairment of goodwill 94 091 -

OneLogix 14 840Aqua 27 325Cytech 45 632Other 6 294Recoupment of goodwill on disposal - (41 909)Negative goodwill 11340 (212 816) (2 918)Exceptional items 48 663 10 000Regulatory increase in provisions - 10 000Share of associates' exceptional items 9 118 -Losses on discontinuance of banking activities

asset impairments and losses 28 429 -closure costs 11 116 -

Minority shareholders' share of exceptional items - (10 799)Taxation (67 171) (3 000)

204 906 (183 576) (2 918)


Group Company(R000) 2002 2001 2002 200128. Taxation

Taxation charge South African normal tax (4 063) 65 117 940 (940)

Current 30 334 21 938 - (940)Associates 8 028 - - -Deferred (42 425) 43 179 940 -

Excess of capital allowances over depreciation - 1 597 - -Provisions (14 447) 29 310 - -Unrealised profit on restatement of investments and securities (2 736) 2 766 - -Tax losses (21 500) - - -Other temporary differences (3 742) 9 506 940 -

Secondary tax on companies 6 927 12 288 - 2 017Tax on exceptional items (67 171) (3 000) - -

(64 307) 74 405 940 1 077

Reconciliation of rate of taxation (%) Standard rate 30 30 30 30Equity accounted earnings - 1 - -Change in tax rate - (7) - -Exempt income (2) (6) (22) (30)Non taxable - goodwill and exceptional items 27 (10) - -Secondary tax on companies 6 - - -Disallowable items 4 2 - -Other (14) 3 (7) -

Effective rate 51 13 1 -


29. Segmental information Total Operating Profit2002 (R000) income expenses before taxContinuing operations 325 164 107 235 217 929

Corpcom 18 060 - 18 060Other investment banking 113 237 26 375 86 862

Investment banking 131 297 26 375 104 922Corporate finance 27 558 19 393 8 165Property asset management and consulting 72 517 13 335 59 182Hedge funds and arbitrage 28 407 10 738 17 669Financial products 15 007 13 092 1 915Funding and support 50 378 24 302 26 076Discontinuing operations (27 701 ) 43 864 (71 565)Specialised finance 27 512 28 103 (591)Bank capital (18 847) - (18 847)Treasury (36 366) 15 761 (52 127)

297 463 151 099 146 364

2001 (R000) Pro forma

Continuing operations 425 244 111 023 314 221Corpcom 173 232 - 173 232Other investment banking 49 756 30 676 19 080

Investment banking 222 988 30 676 192 312Corporate finance 38 215 20 880 17 335Property asset management and consulting 68 226 12 342 55 884Hedge funds and arbitrage 4 486 3 717 769Financial products 33 460 12 000 21 460Funding and support 57 869 31 408 26 461

Discontinuing operations 34 027 38 560 (4 533)Specialised finance 44 413 17 214 27 199Bank capital (10 138) - (10 138)Treasury (248) 21 346 (21 594)

459 271 149 583 309 688


30. Discontinuing operationsOn 8 May 2002 Corpcapital announced its intention to discontinue its deposit taking and related activities and torelinquish its banking licence.

The activities affected were the treasury, including deposit taking and forex activities, specialised finance and the secondary capital structure of the bank.

At the balance sheet date, the majority of treasury positions had been settled, the majority of depositors repaid and Merchant Factors sold.

It is anticipated that the group will be in a position to relinquish the banking licence by 3 I December 2002, but the liquidation of the specialised finance advances book is expected to continue over the coming financial year at a minimum.

The group's cash flow statement on page 73 shows the impact of the discontinuance on the group's cash flow under the heading "reduction in net banking assets".

(R000) 2002

Asset impairments and losses 28 429Loss on disposal of Merchant Factors 8 931Provision for settlement of bank'ssecondary capital structure 7 622Impairment of group's holding in associate 5 918Other asset impairments and losses 5 958Closure costs 11 116Total losses on discontinuance 39 545Carrying value of remaining net operating assetsof discontinuing activities 218 696Specialised finance 219326Bank capital (27 699)Treasury 27 069


Group Company(R000) 2002 2001 2002 200131. Cash flow information

Cash generated from operations Profit before taxation (125 713) 557 500 82 654 261 543Depreciation 6 966 3 487 -Unrealised profit on restatement of investments and securities to fair value (35 305) (173 433) (20 721) (112 993)Profit on disposal of investments - (93 220) - -Disposal of investments - 142 750 -Equity accounted earnings (20 278) (25 710) - -Movement in intangible assets 206 524 (218 217) - -Other non-cash items 51 529 - - -Provision for bad and doubtful debts 38 734 12 733 - -Movement in working capital - 86 215 (149 268)

Cash generated from operations 122 457 205 890 148 148 (718)

Taxation and dividends paid Dividends paid 53 732 55 884 52 832 26 417Taxation paid 25 771 28 059 - -

79 503 83 943 52 832 26 417

32. Borrowing facilities Total facilities, excluding interest free loans, finance leases and suspensive sales 80 000 75 000Utilised 44 177 40 000

Available 35 823 35 000


Group Company(R000) 2002 2001 2002 2001

33. Contingent liabilities and guarantees Guarantees and letters of credit 10 170 72 593 36 764 -Suretyship for loan to share trust - 75 800 - -Sureties on behalf of facilities of subsidiaries 7 000 - - -Suretyship for warranties related to the Corpcom sale 50 000 50 000 50 000 50 000

67 170 198 393 86 764 50 000

Encumbered assets* Advances 358 000 -Listed securities 154 000 -Debtors 29 000 -Property 34 440 34 440Assets of proprietary investments - 86 975

Property, plant and equipment - 17 920Inventory of debtors - 69 055

575 440 121 415

*The current year amounts include temporary encum- brances in respect of the winding down of banking activities

34. Commitments Capital expenditure approved by the directors Contracted for 1 214 -Not contracted for 1 407 -

2 621 -

Operating leases Property 101 324 103 669Other 1 362 430

102 686 104 099

Payable during the 1 2 months to 31 August 2002 - 19 46531 August 2003 23 025 21 36831 August 2004 20 352 15 99231 August 2005 16 632 13 29131 August 2006 12 825 9 53031 August 2007 11 835 6 751Payable thereafter 18 017 17 702

102 686 104 099


2002 2001

Notional Positive Negative Notional Positive Negative

(R000) principal fair value fair value principal fair value fair value

35. Risk information - derivatives

Foreign exchange 183 979 - (5 242) 239 643 1 064 (593)

Interest rate contracts 10 000 - (277) 1 821 000 2 182 (8 218)

Equity and stock index derivatives 1 728 774 121 817 (145 750) 2 021 050 3 702 (54 337)

Derivatives included in

assets and liabilities 1 922 753 121 817 (151 269) 4 081 693 6 948 (63 148)

36. Related party transactions

Property

Redefine Income Fund Ltd was an associate of the group until 1 July 2002 and the group has a 75% interest in Redefine’s

asset manager

Asset management and consulting fees totalling R19.6 million were earned from Redefine Income Fund during the year.

Two properties with an aggregate purchase consideration of R52.3 million were sold to Redefine Income Fund Ltd and

rental guarantee cancellation fees of R2.8 million in respect of one of the properties sold, was paid to Redefine Income Fund.

Directors

Amounts of R5.5 million were paid to a director in respect of a business acquired in a previous financial year.

An introductory fee of R0.5 million was paid to a company with a common director for a transaction which generated

income for the group.

Banking advances of R26.5 million have been made in a prior year to a company of which two Corpcapital directors

are directors and in which they have a non beneficial interest.

Corporate finance

The corporate finance division provided advisory services at market related fees to various related parties amounting

to R14.8 million.

S

GroupEffective holding % Group carrying amount (R000)

37. Associates Year end 2002 2001 2002 2001 2001 Associates Investments*

Listed Redefine Income Fund Limited August - 25 - 128 694 -OneLogix Group Ltd May 46 - 22 476 - 53 524Aqua Online Holdings Ltd June 29 - 11 584 - 59 456Forza Group Ltd August 24 - 27 471 - 19 684Unlisted Cytech Ltd September 48 - 110 000 - 221 147Norman Bissett & Associates (Pty) Ltd February 30 - 27 020 - 24 570Other investment banking associates - 9 920 - 31 505Property management companies August - 4 386 - -Carrying amount 212 857 128 694 409 886

Market value of listed associates 67281 158 950Directors' valuation of unlisted associates 152 917 -Total value of associates 220 198 158 950 409 886

Dividends received from unlisted associates 12 075 -* Comparatives of investments reclassified a > associates in 2002 are given

nfor ease of reference Group's share of aggregate net assets of assciciates

Deferred taxation 6 663 -Property, plant and equipment 37 686 -Investments 6 138 308 097Interest-bearing debt (24 420) (172 364)Non interest-bearing debt (6 452) (8 682)Net current assets 69 088 (4 157)Intangible assets 21 603 -Minority shareholders' interest (2 675) -

Net asset value 107 631 122 894Goodwill 105 226 -Loans - 5 800

212 857 128 694

Listed associates Nature of business OneLogix Group Ltd Listed logistics provider Aqua Online Holdings Ltd IT enablement company Forza Group Ltd Leisure and motor retailer and distributor Unlisted associates Cytech Ltd Online gaming company Cyber Finance Investments Ltd Online payment administrator Norman Bisset & Associates (Pty) Ltd Debt collection service provider Compensation Solutions (Pty) Ltd Finance company Investage 164 (Pty) Ltd (t/a Fascor) Manufacturing of steel components Hyprop Management Company (Pty) Ltd Property management company Property Fund Managers (Pty) Ltd Property management company

S

Interest of holding company Issued & to Effective Shares (R000) Net

be issued holding % indebtedness (R000) ordinary

Consolidated subsidiaries capital R 2002 2001 2002 2001 2002 2001Corpcapital Micawber (275) Ltd 6 610 436 - 100 - 279 588 - 51 498Corpcapital Bank Controlling Company Ltd 115 100 100 354 325 232 108 39 -Corpcapital Bank Ltd 329 710 054 100 100 - - -Corpcapital Investments (Pty) Ltd 4 000 100 100 65 721 243 477 64 013Infinex (Pty) Limited 1 118 800 89 89 - - - -Corpcapital Company .Secretaries (Pty) Ltd 100 100 100 0.1 0.1 (38 025) (29 107)Corpcapital Limited B.V.I. (USD) 100 100 100 - - - -Micawber ( 128) Ltd 1 100 100 - - -Corpcapital Life Insurance Ltd 20 000 000 100 100 - - - -Emerald Brooke Investments (Pty) Ltd 100 100 100 0.1 0.1 - -Corpcapital Group Employees - - - - - -Share Incentive Trusts - 100 - - - 118 650 -Brolga Investments (Pty) Ltd 1 100 100 01 0.1 - -Millfield Investments (Pty) Ltd 100 100 100 0.1 0.1 - -PL Screenings (Pty) Ltd 10 100 100 - - -Redefine Manco Trust - 75 - - - -ApexHi Manco Trust - 51 - - - - -RGS Nominees (Pty) Ltd 100 100 100 0.1 - 46 663 -Proprietary consolidated investments Corpgro Industrial and Building Supplies (Pty) Ltd 100 100 100 0.1 0.1 61 373 -Universal Food Systems (Pty) Ltd 100 100 100 0.1I 0.1 11 686 -Colcab (Pty) Ltd 100 100 100 - - - -Macadams Baking Systems Holdings (Pty) Ltd 1 000 70 70 0.7 0.7 - -Total interest 420 047 511 697 443 863 86 404

Analysis of income from subsidiaries Interest in attributable profit 142 156 215 852Share of losses (291 854) (8 134)

(149 698) 207 718

Information is set out for all material operating subsidiaries. Information in respect of other subsidiaries is available from the company secretary.

Analysis of shareholders and JSE Securities Exchange performance

Analysis of shareholders

Shareholders % Shares (000) %

Directors 10 0.12 63 646 14.46

Other individuals 7 700 90.15 57 724 13.11

Institutions and other corporates 831 9.73 318 895 72.43

Total 8 541 100 440 265 100

Non-public shareholders 18 0.2 128 922 29.3

Public shareholders 8 523 99.8 311 343 70.7

Total 8 541 100 440 265 100

1 -999 4 893 57.29 934 0.21

1 000-9 999 2 480 29.04 7 504 1.70

10 000 - 99 999 910 10.65 23 567 5.35

100 000 units and over 258 3.02 408 260 92.74

Total 8 541 100 440 265 100

Beneficial holders in excess of 5%, as far as it is known, of the listed ordinary shares in the company at 3 1 August 2002:

Group Share Incentive Trusts 60 345 528 13.7%

Old Mutual Asset Management 36 200 809 8.2%

RGS Nominees (Pty) Ltd 28 527 511 6.5%

JSE Securities Exchange performance

2002 2001

Market price (cents)

- Closing 132 225

-High 240 245

- Low 128 55

Closing market capitalisation (based on shares in issue) (R000) 581 150 990 596

Closing price to 12 month headline earnings (times) 3.6 3.1

Closing number of shares in issue and to be issued (000) 440 265 440 265

- Shares in issue (000) 440 265 251 588

- Shares to be issued (000) - 188 677

Volume of shares traded (000) 106 293 89 352

Total value of transactions (000) 177 312 180 110

Average price per share (cents) 151 202

Volume traded to weighted number of shares (%) 28 33

Shareholders' diary and administration details

Shareholders' diary

Financial Year-end

Announcement of interim results

Announcement of annual results and dividend

Annual Report

Dividend Payment

Annual general meeting

Administration details

Corpcapital LimitedCompany registration number 1983/01 I 384/06

Business address and registered office2 Arnold Road, Rosebank, Johannesburg, 2196PO Box 4719 17, Parklands, 2121

Telephone 27 I I 283 0000

Fax 27 I I 283 0077e-mail: [email protected]

Internet address http://www.corpcapital.com

BankersFirst National Bank of Southern Africa Limited

Company SecretaryCorpcapital Company Secretaries (Pty) Limited

AuditorsFisher Hoffman PKF (Jhb) Inc. Registration

number 1994/001166/21 15 Girton Road,

Parktown, 2193 Telephone 27 I I 480 2300 Fax

27 11 484 1721 e-mail: [email protected]

Transfer SecretariesComputershare Limited 70 Marshall,

Johannesburg, 2001 PO Box 1053

Johannesburg, 2000 Telephone 27 I I 370

5000 Fax 27 I I 370 5271

31 August

31 AugustMarch

OctoberNovember

December

January 2003

http://www.corpcapital.com/

CORPCAPITAL LIMITED (1983/011384/06)2 ARNOLD ROAD ROSEBANK JOHANNESBURG 2196 PO BOX 47 1917 PARKLANDS 2121 SOUTH AFRICA

TELEPHONE +27 11 283 0000 TELEFAX +27 11 283 0077 EMAIL [email protected] INTERNET ADDRESS www. corpcapital.com

DIRECTORS E ELLERINE (CHAIRMAN) J M LIEBESMAN (CEO) M H SACKS (MANAGING) N J FRANGOS*E. GRO1.MAN B K A KAI.KHOVEN N N LAZARUS SC C B LIEBMANN W H TRENGROVE SC* T A WIXI.EY* (* NON-EXECUTIVE)

COMPANY SECRETARY CO RPCAPITAL COMPANY SECRETARIES (PTY) LTD)

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