superior southern african services - sharedata mojela is currently chief executive officer of woman...

S u p e r i o r S o u t h e r n A f r i c a n S e r v i c e s

A N N U A L R E P O R T 2 0 0 3

Contents

Values and vision 2Financial highlights 3Group structure 4Board of directors 6Chairman’s review 8Chief executive’s review 10Financial review 12Review of operations 14Transformation and social responsibility 23Corporate governance 26Value added statement 29Report of the independent auditors 30Directors’ report 31Directors’ approval 35Statement of compliance by the company secretary 35Accounting policies 36Income statements 40Balance sheets 41Cash flow statements 42Statements of changes in equity 43Notes to the financial statements 44Principal subsidiaries 61Notice to members 63Analysis of shareholders 67Administration 68Proxy form Loose

"Revenue up 10% to R3 190 million

"Profit from operations up 8% to R276 million

"Cash generated from operations up 7% to R288 million

"Distribution per share up 17% to 35 cents

HIGHLIGHTS

RE B S E R V E HO L D I N G S LI M I T E D 1 AN N UA L RE P O R T 2003

VISION AND VALUES


9 year history1995 to 2003

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Compound growth inHEPS since 1995 – 41%

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Vision

To be the market-leading, broadly-based services group in Southern Africa which has:

"a reputation and stature in its marketplace which is based upon delivering shareholder value with an emphasis on

all stakeholders’ well-being in accordance with sound corporate governance principles, which enables

"good growth prospects for the business founded upon a base of long-term contracts with blue-chip customers

operating in a balanced mix of market sectors, which delivers

"a robust performance and strong balance sheet with a high percentage of free cash flow being derived from good

operating margins.

Values

A recognition of the inter-dependence and importance of:

Shareholder Value:

balancing growth, risk and returns to strategies that sustain shareholder confidence and meet investor expectations

Customer Value:

meeting or exceeding customer expectations at a price no higher than their perception of the service’s value

People Value:

satisfying human needs in the workplace to maximise the commitment of staff to corporate goals.

2003 2002 2001 2000 1999

Revenue (R’000) 3 189 576 2 911 107 5 559 588 4 496 959 3 374 182Profit from operations (R’000) 276 394 255 232 352 221 307 241 190 036Cash generated from operations (R’000) 288 363 269 088 303 761 240 118 169 367Net profit after taxation (R’000) 218 889 218 184 353 113 274 268 520 292Headline net profit after taxation (R’000) 233 913 232 136 299 802 274 268 211 673Headline attributable net profit (R’000) 208 724 208 589 260 740 247 467 191 500Diluted headline earnings per share (cents) 114,0 110,6 134,6 133,0 105,6Headline earnings per share (cents) 116,2 110,6 134,6 137,0 110,2Distribution/dividend per share (cents) 35,0 30,0 20,5 20,0 17,0Net tangible asset value per share (cents) (note 1) 355,7 295,3 256,7 197,4 326,4Number of employees 35 810 33 327 30 764 30 521 5 579Number of shares in issue (’000) 193 730 193 730 193 730 180 630 173 818Annual compound growth rate inheadline earnings per share since 1995 41% 46% 61% 77% 94%Operating margin 8,7% 8,8% 6,3% 6,8% 5,6%

Notes:

1. Net tangible asset value per share is calculated on the basis that amounts due to vendors will be settled in cash or by the issue of Rebserve shares interms of existing acquisition agreements.

2. Results for the financial years ended on and after 30 June 2000 are based on the new accounting policies then adopted for revenue, intangible assetsand deferred taxation.

3. Results up to 30 June 2001 include the wholesale and services operations. By 30 June 2001 the wholesale and non-core businesses had been disposedof or closed. Results for the financial years ending on or after 30 June 2002 comprise only the continuing services operations and are reflected in bluein the graphs below.

FINANCIAL HIGHLIGHTSyears ended 30 June


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Facilities management and professional servicesCentred around TFMC, the group provides services including real estate

management, facilities development, maintenance and repairs to

infrastructure and power systems, and the management of a variety of

support services. Allied to this is the provision of professional consulting

services in the areas of engineering, maintenance, project management and

other specialist technical areas.

Mining and technical servicesThe mining services division provides a wide range of non-core services to

the underground and opencast mining sectors, including general mine

management, geological and engineering consulting, sweeping, vamping,

stoping, mesh and lacing, night shift cleaning, shot-creting, mine

construction, blasting, bulk earth-moving and rehabilitation on behalf of

mine owners.

Food servicesContract catering services include the operation and management of

corporate dining facilities, staff canteens, hospital kitchens, mine hostels,

remote site catering and facilities management, and industrial catering.

Food distribution services include the national distribution of a broad range

of branded and unbranded packaging and dry goods to the retail, fast food,

industrial and bakery markets.

Support servicesSupport services comprise security services which include guarding,

transportation and storage of cash, bullion and other valuable cargos,

installation of security systems, domestic and industrial monitoring and

armed response, investigations and surveillance; cleaning services to the

industrial, corporate, retail, commercial, healthcare and hospitality

industries; and freight forwarding and clearing services to importers and

exporters for air-freight and sea-freight shipments.

GROUP STRUCTURE

Description of business


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RevenueR’000

Profit from operationsR’000

Number and demographicprofile of employees

7 299

13 498

3 034

11 979

AIC: African, Indian, Coloured

AIC74%

AIC93%

AIC93%

AIC96%

BOARD OF DIRECTORS


"STEPHEN LEVENBERG (46)*BA, LLB, HDip Co Law (Wits) – Chairman

Prior to founding Rebserve, Stephen Levenberg was a

senior partner and head of corporate law at Werksmans

Attorneys, having gained extensive experience in

corporate finance, mergers and acquisitions, and other

transactions. He has served as a director of various

companies, both listed and unlisted.

WILL PASKINS (54)†#BSc Eng, FICE, FRSA – Chief Executive

Will Paskins was formerly a member of the management

board of WS Atkins Facilities Management Limited and

prior to that, a partner in a leading UK company of

professional engineering consultants. He has extensive

global management consultancy experience. He joined the

group, first as CEO of TFMC, and was appointed chief

executive of Rebserve in 2001.

"BRETT TILL (34)BCom, BAcc (Wits), CA (SA) – Financial Director

Brett Till joined Rebserve in 1998 and was appointed

financial director in 1999. He qualified as a chartered

accountant in 1993 and then spent 18 months working in

London. Prior to joining Rebserve he was a partner with

Fisher Hoffman PKF in Johannesburg.

MACKIE BRODIE (77)* †#– Non-executive Director

Mackie Brodie has held various directorships of both

listed and unlisted companies, including

South African Freight Corporation (SAFCOR),

Primedia and Bid Corporation. He was non-

executive chairman of Rebserve at the time when

Rebserve was listed in 1996.

*Member of the remuneration committee†Member of the audit committee

BOARD OF DIRECTORS continued


CARL STEIN (48)* †#BCom, LLB, HDip Tax Law (Wits)

– Non-executive Director

Carl Stein has been a partner in Werksmans Attorneys since

1984, and was appointed as chairman of Werksmans in 2001.

He is a non-executive director of several listed companies and is

regarded as one of South Africa’s leading corporate lawyers,

specialising in mergers and acquisitions, stock exchange and

commercial transactions.

"RAMESH PATEL (58)– Non-executive Director

Ramesh Patel is the chairman and chief executive officer

of the MLP group of companies which has interests in a

range of businesses in the financial services, tobacco,

paint and plastics industries. He has also been

instrumental in the formation of several BEE groups.

"KUSENI DLAMINI (35)MPhil (Oxford) – Non-executive Director

Kuseni Dlamini has held senior appointments at De Beers

in South Africa and in the United Kingdom, including

having previously been head of public affairs at De Beers.

He currently holds a senior position in respect of human

resources at Anglogold.

LOUISA MOJELA (47)#BCom (Lesotho) – Non-executive Director

Louisa Mojela is currently chief executive officer of

Woman Investment Portfolio Holdings. She is a

non-executive director of the Financial Services Board,

and currently serves on various boards including Ericsson

South Africa, New Africa Investments and

ABB Powertech Transformers.

CHAIRMAN’S REVIEW

Rebserve achieved a reasonable overall performance in the year under review. Challengingtrading and market conditions persisted throughout the year, with volatility beingexperienced especially in the group’s mining services division, as a result of decliningprofitability and margins in the mining industry.

STRATEGIC AND ORGANISATIONAL DEVELOPMENT

Strategic and organisational development over the past year has concentrated on three areas – continuing toseek new large scale facilities management contracts, identifying potential acquisition targets in new marketsectors to expand the group’s services offering, and the reorganisation of certain businesses to improve the focuson individual market sectors and to increase operational efficiencies.

In October 2002 Rebserve announced that it had been selected by Propnet, a division of Transnet Limited, as itspreferred partner to establish a joint venture facilities management entity (FME) within Transnet. The strategicplan and business case for the FME were submitted to Propnet in February 2003. Transnet’s decision on whetherto proceed with the FME, and on what basis, is still awaited.

Certain businesses within the group have been restructured during the year in order to create more focusedbusiness units which concentrate on different segments of their respective markets. The benefits of theserestructuring initiatives are likely to be seen in the new financial year.

PERFORMANCE REVIEW

Revenue increased by 10% to R3 190 million, notwithstanding a decrease in the revenue of TFMC asthat company continued to deliver decreased costs to Telkom. Profit from operations increased by 8% toR276 million. The satisfactory increase in profit from operations was offset by a substantial decrease in netinvestment income. Headline net profit attributable to ordinary shareholders remained constant at R209 million.Headline earnings per share increased by 5% to 116,2 cents as a result of the lower number of shares in issue asa consequence of share buybacks. Cash generated from operations remained strong with free cash flowincreasing compared to the previous year. The result comprises purely organic growth, with no materialacquisitions concluded during the period.

In the light of the strongly cash generative nature of the group’s businesses, the distribution in lieu of a dividendfor the year ended 30 June 2003 was increased by 17% from 30 to 35 cents per share.

2003 is the ninth year since the group was founded. The headline earnings per share of 116,2 cents equates to a compound annual growth in headline earnings per share, since 1995, of 41%, a notable


CHAIRMAN’S REVIEW continued

achievement in an environment of disappointing corporate results and corporate failures following the lisitingsboom and excesses of the late 1990’s.

In December 2002 the balance of the Molope purchase consideration of R188 million was paid, finally closingthis chapter in Rebserve’s history. The amount paid was in line with the group’s original estimates and vindicatesthe position taken not to pay this amount until all outstanding litigation within the Molope group, to whichlitigation Rebserve was never party, had been resolved.

BLACK ECONOMIC EMPOWERMENT

Black economic empowerment remains a major strategic imperative and the group remains committed tomaterially increasing its BEE shareholding. The group has been pursuing, and continues to pursue, newopportunities in this regard.

CHANGES TO THE BOARD OF DIRECTORS

Paul Nkuna, Cyril Ramaphosa and Farrel Cohen resigned from the board during the year. We thank them fortheir contributions and wish them well in their future endeavours.

Kuseni Dlamini, Louisa Mojela and Ramesh Patel were appointed as independent non-executive directors inAugust 2003. We welcome them to the board and look forward to the contributions which they will make tothe group.

In line with the recommendations of the King II report, the board now comprises five non-executive directors(four of whom are independent) and three executive directors.

PROSPECTS

Rebserve expects the present difficult trading conditions to continue in the new financial year. With the prospectof a continuing strong rand/US dollar exchange rate, the outlook for the mining services business remainschallenging with increasing pressure on margins to be expected. As a consequence of the growth in operatingprofit from TFMC having reached its likely plateau in terms of the structure of the Telkom contract, sustainablegrowth in the facilities management division remains dependent on the winning of major new facilitiesmanagement contracts. The other group divisions continue to trade in highly competitive environments.

ACKNOWLEDGEMENTS

My thanks and appreciation go to the directors, executives and approximately 35 800 staff across the group.Their hard work, dedication and commitment have ensured that Rebserve remains the leading provider offacilities management and integrated services in Southern Africa. I remain confident of the group’s ability tomeet the challenges that lie ahead.

Stephen Levenberg, Chairman


CHIEF EXECUTIVE’S REVIEW

In the year ended 30 June 2003 Rebserve delivered an overall performance whichepitomised the group’s strategic aim of delivering steady, sustainable, no-surprises successin the interests of its key stakeholder groups of shareholders, customers and staff.

STEADY, SUSTAINABLE, NO-SURPRISES SUCCESS

Steady

A steady performance, based purely on organic growth, has been achieved within an economic climate which

has seen significant fluctuations in the rand/US dollar exchange rate and high inflation, with marked differences

between CPI and food inflation.

The strength of the rand and its impact on the gold mining industry in particular, has created challenges for the

group as gold producers pass on economic and margin pressures to their service providers. In the food services

division, the group has had to absorb the effects of food inflation until such time as its contracts permitted price

renegotiation to take place.

The strength which is inherent in the diversity of the group with its four divisions of facilities management and

professional services, mining and technical services, food services and support services ensured that, overall,

Rebserve delivered a steady performance. A more detailed review of the performance of the individual divisions

is provided in the review of operations.

Sustainable

In terms of sustainability, there has been ongoing focus and effort in the year on consolidating the business

performance of the group. All the subsidiaries are, and will continue to be run as, autonomous businesses under

their own strong and committed operational leadership. This strategy recognises that the group has a wealth of

experience vesting in its subsidiary executives in relation to the services, markets, customers and suppliers of

their businesses, and that these executives are best placed to run their own operations and to retain key

customers. In this regard, customer retention programmes and/or client satisfaction rating systems have been

implemented in all divisions, with up to 95% of existing clients being retained.

The group’s corporate centre is driving and supporting improved strategic planning, management development

and employment equity across all businesses. These are recognised as being vital to the long-term sustainability

of Rebserve. To reinforce this, executive incentivisation and bonus programmes are based on a balanced set of

performance indices. Where necessary, developmental and organisational change is also led from the centre.


CHIEF EXECUTIVE’S REVIEW continued

Management training and development has been increased at all levels within the group so as to ensure that the

operational executives are adequately prepared for the challenges which lie ahead in growing and developing

sustainable businesses.

A group executive development programme is in the process of being finalised prior to being launched later this

year. It will provide a basis for developing management competency among executives and senior managers as

well as fast-tracking employment equity talent into senior positions. The group views this as a key investment

initiative for delivering sustainability and future prosperity. Management development, artisan and other

employee training continue in each subsidiary specific to their needs.

No-surprises

The emphasis on “no-surprises” across all businesses is a key element of the group’s strategy. This is achieved

through a steadfast focus on creating a team spirit amongst executives, adherence to the highest standards of

corporate governance and strong financial management based upon good IT systems and internal controls.

There has been ongoing investment in the year in many subsidiaries in respect of their financial and operational

management systems to ensure that each business has proven systems in place to meet today’s customer needs,

as well as to cope with the next phase of growth of each respective business.

The group has continued to improve its processes for identifying, evaluating and managing the risks faced by the

group’s businesses. Internal controls and risk management remain under constant review.

Success

Internally, the overall success for the group, and its individual subsidiaries, is being measured in terms of a

balanced mix of parameters, including financial and non-financial indicators.

Free cash flow is increasingly becoming the primary financial measure of performance and is constantly

monitored for each business in the group. It is pleasing to report that the group’s free cash flow for the year

ended 30 June 2003 improved over the previous year.

Success can also be assessed based on customer satisfaction and staff satisfaction. All subsidiaries in the group

are being encouraged to measure and monitor these critical areas. Where these are already being measured

there is evidence to show a steady improvement over the year.

ACKNOWLEDGEMENTS

The 2003 financial year has been challenging for all executives, managers and staff in the group. Increased

demands created by the economic and operating environments were compounded by the changes being driven

internally towards the developing Rebserve culture. My sincere thanks and appreciation go to all of these

individuals for their commitment and effort during the year and for embracing these new initiatives.

Will Paskins, Chief Executive


FINANCIAL REVIEW

The financial results for the year ended 30 June 2003 reflect the difficult tradingconditions experienced during the year. Continuing strong cash flow from operations andan improvement in the group’s free cash flow, underpin and confirm the stability andreliability of the group’s earnings.

Headline net income attributable to ordinary shareholders was R209 million, with a satisfactory increase in profit

from operations being offset by the substantial decrease in net investment income. Headline earnings per share

was 116,2 cents, up by 5% on the previous year.

Cash earnings per share amounted to 113,5 cents, representing approximately 98% of headline earnings per share.

Revenue increased by 10% to R3 190 million, notwithstanding a decrease in the revenue of TFMC as that

company continued to deliver decreased costs to Telkom.

Profit from operations increased by 8% to R276 million, equating to an operating margin of 8,7%

(2002: 8,8%).

Net investment income, which comprises net interest and dividends received, decreased to R24 million following

the investment of a further R55 million in share buybacks, the settlement of the balance of the Molope

purchase consideration of R188 million in December 2002 and the payment of the dividend for the year ended

30 June 2002.

The exceptional items comprise the amortisation of goodwill and the impairment of a loan account in an

associate company.

The weighted average number of shares in issue decreased to 180 million as a result of share buybacks. At

30 June 2003 the group had bought back 17,5 million shares at a total cost of R125 million.

Fully diluted headline earnings per share of 114,0 cents (which is based on 183 million shares after taking into

account the number of shares still to be issued pursuant to historic acquisitions) was up by 4% on the fully

diluted headline earnings per share for the prior year of 109,6 cents.

Had the balance of the Molope purchase consideration been paid on 1 July 2002, the group’s fully diluted

headline earnings per share for the year ended 30 June 2003 would, at an assumed interest rate of 10% per


FINANCIAL REVIEW continued

annum, have been 110,5 cents, up by 7% from the pro forma comparative figure of 103,6 cents for the year

ended 30 June 2002, which figure of 103,6 cents was calculated excluding interest on the cash paid in

settlement of the Molope purchase consideration.

Cash generated from operations was R288 million, up by 7% on the prior year, and reflecting the continuing

emphasis on cash generation throughout the group. Free cash flow for the year was R138 million, before taking

into account the settlement of the balance of the Molope purchase consideration of R188 million and the

additional investment of R55 million in share buybacks. Total cash returned to shareholders over the past two

years amounted to R219 million following the dividend paid during the year and share buybacks.

Liquid funds decreased by R249 million from R741 million at 30 June 2002, to R492 million at 30 June 2003, in

contrast to the increase in liquid funds in the previous year following the receipt of the proceeds on the disposal

of the wholesale businesses. Liquid funds will be retained in order to pursue selective acquisitions and new

facilities management contracts.

Tangible fixed assets increased by R3 million with additions to property, plant and equipment being matched by

the depreciation charge for the year. Trollope Mining continued to replace its plant and equipment in line with

its accelerated plant replacement policy. Coin Security has commenced a fleet upgrade programme to replace its

older vehicles with their new generation armoured vehicles, in a continuing effort to counter the increased

number of armed attacks in the assets-in-transit industry.

Goodwill decreased after the amortisation for the year, and after certain payments to vendors.

Investments in associates increased as a result of Royal Foods’ investment in two contracts in Mozambique.

Other investments decreased as these loans are repaid in line with their terms.

Net working capital increased by R77 million. Working capital management remains a high priority throughout

the group and contracts with clients are continually being evaluated in terms of the investment (including

working capital) in each client contract and the return earned on each contract by the group, in order to balance

the risk and returns for each contract.

Return on average shareholders’ funds was 21,5% compared to the group’s weighted average cost of capital of

17%. Economic value added was 4,5% equating to R41 million.

Further progress was made during the year in developing and improving the financial management and

reporting systems within group companies. This included the recruitment of senior financial staff for various

businesses and the ongoing training and development of more junior employees. Financial disciplines have also

been refined and accounting practices have become more prudent in line with the need to accurately monitor

and manage the financial exposure to major clients.

Brett Till, Financial Director


F A C I L I T I E S M A N A G E M E N T A N D P R O F E S S I O N A L S E R V I C E S

TFMC is responsible for providing facilities management services on more than 8 000 propertiesoccupied and operated by Telkom SA Limited, including the maintenance and management of

high-tech installations such as Telkom’s Hartebeeshoek Earth Station.


REVIEW OF OPERATIONS

The group achieved a satisfactory overall operating performance, with profit fromoperations increasing by 8% from the prior year. Volatility and uncertainty in the miningservices division was compensated for by good growth in the support services division andthe dependability of annuity-based revenue streams from long term contracts in thefacilities management and professional services division.

FACILITIES MANAGEMENT AND PROFESSIONAL SERVICES

Divisional revenue increased by only 1% as a result of decreasing revenue, and resultant cost savings to Telkom,

in TFMC. Profit from operations increased by 14% to R100 million.

TFMC delivered a good performance, increasing its profitability over the previous year, while still remaining on

target to achieve the savings guaranteed to Telkom for the three years ending in March 2004. Changes in the

nature of services provided to Telkom and the insourcing by TFMC of certain of the services previously provided

by independent suppliers, resulted in an increase in operating margins.

Since inception of the TFMC contract in September 2000, significant management time and effort has been

devoted to transforming TFMC. Today three broad principles underpin the TFMC culture – making customer

satisfaction a reality, winning through our people, and securing the long term future.

The services delivered by TFMC to Telkom are broadly classified into ten categories. For each category of services

there is a service level agreement (SLA), setting out the specific key performance indicators (KPI’s) by which

service delivery is measured, aggregating into one composite national SLA indicator. These KPI’s have been

measured for over a year by both TFMC and Telkom, and reflect an increase of nearly 50% in the level of service

delivery.

Using strategic initiatives, TFMC is creating a performance-related culture in which management and staff are

developed and empowered through participative leadership, the involvement of middle management in making

decisions, and the establishment of forums to find innovative and effective solutions to problems.

Identifying and developing opportunities for new facilities management contracts is carried out primarily

through Rebserve Facilities Management. These opportunities exist mainly in the outsourcing of non-core

activities by parastatal and other large corporations, and in the formation of public private partnerships.


Raoul Gamsu – Chief operating officer of Rebserve Limited

M I N I N G A N D T E C H N I C A L S E R V I C E S

Southern African companies rank amongst the world leaders in the mining and production ofgold, platinum and other precious minerals. Through its mining services division, Rebserve is the

leading provider of non-core services, on an outsourced basis, to the mining sector.


REVIEW OF OPERATIONS continued

In August 2003 Rebserve Facilities Management (as part of a consortium) concluded a 25 year contract to

provide facilities management services to the new Department of Trade and Industry complex being constructed

in Tshwane. While the award of this contract is prestigious, the financial effect on the group will not be material.

JIC’s facilities management division was awarded a new contract by the Goldfields group, with full responsibility

for mining the Kloof number 9 shaft. Services commenced in October 2002. Performance for the year was

below expectations largely as a result of the lower than anticipated gold yield and larger than anticipated start-

up costs being incurred (and expensed) on this contract.

MINING AND TECHNICAL SERVICES

The group’s mining services division comprises the JIC Mining Services and Trollope Mining Services businesses

which collectively provide a comprehensive range of services to the underground and opencast mining industries

in the gold, platinum, iron ore, coal and andalusite sectors.

Divisional revenue increased to R697 million from R642 million, with profit from operations remaining constant

at R81 million.

Performance of the JIC Mining Services business reflected the increasing difficulties being experienced in the

mining sector as a result of decreases in production volumes and the lower rand prices of gold and platinum

during the year. Margins came under severe pressure as a result of mining clients seeking to drive down costs in

the light of materially lower rand-denominated resource prices. These pressures are expected to intensify

significantly to the extent that the rand continues to strengthen against the US dollar, and will inevitably reduce

profitability while this trend continues.

Following changes in senior management, JIC has been restructured into separate gold and platinum divisions to

allow each division to focus on the unique characteristics and requirements of these different markets.

Strategic management forums have been established with certain of the major mining houses, representing a

fundamental change in the way in which JIC interacts with its clients. The purpose of these forums is to build

meaningful long-term relationships with clients where JIC is regarded as a strategic outsourcing partner rather

than a contractor. The success of these forums has already been proven with co-operation between JIC and its

clients on a range of matters, including the handling of labour disputes, expansion and development planning,

and the involvement of JIC in industry social responsibility programmes.

Trollope Mining performed well, achieving good growth in revenue and maintaining operating margins with

productivity levels remaining above industry norms.

Diversification of the client base continued with new long-term contracts being signed in the coal sector. Output

from new contracts exceeded expectations and contributed positively to the overall growth and result for the

year.

The plant maintenance and replacement programme which was implemented in the previous year reached its

full potential with an additional R65 million being spent on new machinery during the year. The steady state of

the plant fleet will be maintained at current levels in order to maintain productivity levels.


F O O D S E R V I C E S

Southern African cuisine is known for its originality and diversity. Royal Food Services providescontract catering services for all sectors of the market, from low cost, high volume feeding schemes

to five star dining facilities in hotels and corporate dining rooms.



A new short-term contract was operated on the Temane pipeline in Mozambique. This provided a valuable

learning experience in the difficulties of operating in other African countries, and will enable Trollope Mining to

critically evaluate other opportunities elsewhere in Southern Africa.

FOOD SERVICES

The food services division comprises the distribution services business Stamford Sales, and the contract catering

businesses Royal Food Services and Mining Residential Services (MRS). King Pie Holdings is the franchisor of the

King Pie brand.

Divisional revenue increased by 24% to R738 million. Profit from operations remained constant at R48 million as

operating margins came under pressure and the costs of improving operating systems and re-engineering certain

business processes were expensed.

Stamford Sales performed in line with expectations. Growing competition in Stamford’s niche market resulted in

certain national contracts going to tender and impacted negatively on margins. Growth experienced by certain

of Stamford Sales’ major customers also slowed during the year.

The investment in, and rollout of, the new Great Plains operating system for all Stamford Sales branches

continued. Benefits from this system will only be realised in the new financial year once all branches have been

converted to the new system.

The contract catering market remains one of the most challenging in the services industry with an increasing

tendency to transfer risk from the clients to the service providers, pressure on margins and relatively low self-

regulation by the industry. Royal Foods and MRS performed reasonably in the context of these conditions.

Food price inflation remained higher than CPI for most of the year, making it increasingly difficult to pass on the

full impact of price increases to clients.

Royal Foods consolidated its position in Namibia and Mozambique through the joint ventures it operates in these

countries. Prospects for winning new contracts, particularly in Mozambique, are good, albeit in a difficult trading

and regulatory environment.

King Pie performed in line with expectations and was once again voted one of South Africa’s top franchises in an

independent market survey.

Planning for the upgrading of the King Pie brand and product range has been completed and will be rolled-out

to the larger stores early in the new financial year.


S U P P O R T S E R V I C E S

The Blue Train is one of Southern Africa’s most luxurious and well known tourist attractions.Rebserve Cleaning Services is proud to be the cleaning service provider for the Blue Train.



SUPPORT SERVICES

The support services division comprises the group’s security, cleaning and freight forwarding interests.

Divisional revenue increased from R546 million in 2002 to R616 million in 2003. Profit from operations increased

by 23% from R38 million to R47 million, with the operating margin increasing to 7,6% from 7,0% in 2002.

The group’s integrated services offering was formally launched in November 2002 and is aimed at cross-

marketing the complementary services of the cleaning, catering and security businesses. Benefits have been

derived from this initiative during the year. Sales and marketing efforts in all of these areas have been increased

and will include selling integrated services solutions for clients in the future.

Security Services

Coin Security and Protea Security both delivered good performances during the year. Their ability to develop

innovative solutions for clients and the greater use of improved technology, resulted in several high profile

contracts being won by both companies in their respective market segments. This confirms that the group is

amongst the foremost providers of security services in South Africa.

Growth in Coin Security was led by the assets-in-transit division. As the second largest national service provider

in this market, Coin has grown its market share during the year, winning several major national contracts. Coin

now provides assets-in-transit services to most of the major banking groups and counts amongst its clients many

of South Africa’s leading retailers.

The assets-in-transit vehicle fleet is currently being replaced with new generation armoured vehicles. The new

technology used in these vehicles makes them safer for both crews and clients’ assets, and has had a noticeable

effect in reducing losses as a result of attempted armed robberies.

Growth in the guarding market was slow. With very low barriers to entry, margins in this sector are continually

under pressure.

Coin Security remains a small player in the armed reaction market. The number of armed reaction and

monitoring clients increased over the previous year, particularly in the corporate sector as these services were

sold in conjunction with guarding and assets-in-transit services, to provide comprehensive security solutions for

clients.

Coin Security has pioneered the concept of franchising in the security industry, particularly in sub-economic

areas of South Africa. Local operators are selected as franchisees and pay a monthly royalty for the use of the

Coin brand, technical assistance in the armouring of vehicles, and access to proven methodologies and processes

which ensure that the standards of service offered to Coin clients meet their expectations. The franchising

concept has been well received by both clients and operators and is yielding positive returns for Coin.

Protea Security continued to build on its strong reputation in the mining sector, winning several new contracts

with major mining groups. High profile contracts were also won to provide security services to the South African

Police Service and to other government agencies.



In the past year Protea Security has developed its expertise in carrying out special investigations, gathering

intelligence and in the installation of high-tech security systems and the use of sophisticated security technology.

These services are sold in conjunction with traditional guarding services and have been instrumental in securing

and developing the long-term relationships which Protea Security has with many of its clients.

Telesafe, the joint venture between Protea and the Communications Workers Investment Company which

provides guarding services at several Telkom properties, is being actively promoted and marketed as a BEE

security company in order to secure further business.

Cleaning Services

Rebserve Cleaning Services performed in line with expectations, with the business having been successfully

transformed post the vendor profit warranty period.

The number of brands under which Rebserve Cleaning Services trades was reduced with the consolidation of the

Berco and Anglo brands. Rebserve Cleaning Services now trades as “Berco” in the commercial and industrial

market, “Mediguard” is providing specialist hospital cleaning services, and “B5” which is focused on the

hotel industry.

In October 2002, prior to the end of the vendor profit warranty period, Rebserve initiated a complete strategic

review of the business. Following from this review, a three-year strategic plan has been agreed, new roles and

responsibilities have been determined for the senior management and steps were taken to position the business

for national growth and expansion. More recently a business development manager and three new sales

executives have been recruited for the Gauteng region.

Investments were also made in new IT systems which have improved the management and financial information

with which to manage the business.

BEE is increasingly becoming a factor in winning new business in the contract cleaning industry. A successful

joint venture has been established in KwaZulu-Natal and has won several prestigious contracts, including the

Pavillion shopping centre, to complement the Gateway shopping centre contract which was won in the 2002

financial year. Discussions are under way with potential BEE partners in the Western and Eastern Cape.

Freight Forwarding Services

Import volumes in the freight forwarding businesses remained relatively constant compared to the prior year,

with the stronger rand/US dollar exchange rate retarding growth in this business.

Notwithstanding these factors, increased gross margins and improved credit control procedures resulted in

growth in profit from operations for this business.

In July 2003 it was decided to discontinue trading under the Trans Global Freight name in the Western Cape.

This coincided with a reorganisation of the Cape Town office of Trans Global. All branches of the freight services

business now trade as Contract Forwarding, creating a higher profile for this business in the market, and a

national brand.

A BEE joint venture, Karabo Logistics (Proprietary) Limited, commenced operating in April 2003. This company is

focused on securing additional business from parastatal and similar clients.


As an integral part of South African society, the group strives to be a trusted and good corporate citizen, fulfilling its

responsibilities to its stakeholders and the communities in which it operates. These stakeholders include shareholders,

customers and staff.

In the 2002 financial year Rebserve adopted its own BEE policy which is based on the principles of equality irrespective

of race, gender, religion, language, origin or physical circumstance, eliminating discrimination and promoting tolerance

amongst all stakeholders, and implementing equity targets and affirmative action in all group companies.

In implementation of the group’s BEE policy, separate initiatives were started in different areas. These included equity ownership,

employment equity, affirmative procurement practices, management development programmes (particularly for previously

disadvantaged individuals (PDI’s)), skills transfer, and the participation of PDI’s in the governance structures of the group.

More recently, the government has published its “Balanced Score Card for Broad Based Black Economic

Empowerment”. This balanced scorecard provides a basic framework against which companies will be measured to

judge the progress made in achieving BEE in organisations. The principles embodied in the BEE scorecard are similar to

the principles and components of the group’s BEE policy which was adopted more than a year ago.

Equity ownership

Black economic empowerment remains a major strategic imperative and the group remains committed to materially

increasing its BEE shareholding. At 30 June 2003 approximately 17% of the company’s shares were held by PDI’s or

corporate bodies representing PDI’s. The group believes that a minimum BEE equity ownership level of 25% would

materially enhance the group’s BEE profile and increase its ability to win contracts. The group continues to actively

pursue new opportunities in this regard.

In addition to promoting investment by BEE shareholders in the company, the group has formed joint ventures with

PDI’s, mainly in its cleaning, catering, security and freight forwarding businesses. The nature of these joint ventures is

usually that Rebserve provides the financial, operating and technical skills, with the joint venture partners concentrating

on sales and marketing initiatives. All other elements of the group’s BEE policy, including employment equity,

management development and skills transfer, are carried through to these joint ventures.

Employment equity

The group remains committed to the principles and intent of the Employment Equity Act. All group companies have

employment equity plans which include numerical goals and training and development targets. Achievements against

these plans are monitored and reported on quarterly.


TRANSFORMATION AND SOCIAL RESPONSIBLITY

TRANSFORMATION AND SOCIAL RESPONSIBLITY continued

Targets for representation by PDI’s in management positions are reviewed regularly and range from 25% for corporate

and senior management, 25% to 50% for middle and senior management and up to 95% for junior management. The

actual representation of PDI’s in each of these categories at 30 June 2003 was 19% (2002: 16%), 61% (2002: 40%)

and 85% (2002: 49%) respectively.

Management development and skills transfer

One of the cornerstones of Rebserve’s “steady, sustainable, no-surprises success” is the continuous development of

management competence and team strength.

The Rebserve Academy of Learning was launched in 2002 to focus on the training and development of employees,

initially in the food services and support services businesses. These training initiatives have continued and grown in the

2003 financial year with more than 2 000 employees receiving broad based skills training at the Academy during the

year.

Various group companies have also registered to provide training for unemployed PDI’s in terms of government

learnership programmes. More than 200 employees participated in various SETAs’ learnerships in the cleaning, catering,

security and distribution businesses during the year.

In addition to the broad based training offered through the Academy, a management development programme has

been implemented for middle and junior managers, particularly those from previously disadvantaged backgrounds. More

than 300 employees have attended this course during the past year.

In November 2003 the group will launch its new generation management development programme. The programme

will provide a basis for developing management competency among executives and senior managers, as well as fast-

tracking PDI’s into senior positions. The programme teaches a balanced approach to managing, growing and developing

businesses and will be accredited by a leading South African university.

Social responsibility

The group’s social responsibility programme seeks to identify and support groups which make a contribution to the

upliftment and improvement of the quality of life of all South Africans, mainly in education and other special

programmes.

The group’s corporate social responsibility programme is structured on two levels.

Individual companies and subsidiaries support different charitable organisations and social development programmes in

the communities and industries in which they operate. These vary in size and scope, depending on the circumstances.

Notable amongst these are JIC’s involvement in a public-private partnership, which includes the major platinum mining

houses, aimed at developing the skills of ex-mineworkers in the O R Tambo District of the Eastern Cape. The objective of

the project is to enable former mineworkers to find employment outside the mining industry, by providing training in

skills ranging from brickmaking and fence erection, to bread baking and arts and crafts.


TRANSFORMATION AND SOCIAL RESPONSIBLITY continued

At holding company level, Rebserve supports selected charities and social development programmes through the

Rebserve Foundation. The group has pledged its support for and made donations to, inter alia, the following charitable

organisations:

JB Marks Education Trust Fund

The JB Marks Education Trust Fund was established in 1997 by the National Union of Mineworkers. The fund provides

financial assistance to NUM members and their dependants to secure access to further education (mainly in science and

engineering disciplines) with a view to producing graduates who can participate in reshaping and transforming the

mining, energy and construction sectors. Over 2 200 bursaries have been awarded by the fund for course work at

technicons, universities and secondary education institutions.

Tikkun

Tikkun is an umbrella body which links various organisations involved in upliftment and development projects so as to

share ideas, resources and services. The major objective of Tikkun is to co-ordinate, integrate and optimise the excellent

work already being done by the Jewish community with respect to the upliftment of the disadvantaged towards nation

building. Nelson Mandela is the chief patron of Tikkun. Rebserve is a corporate patron of Tikkun.

Projects undertaken by Tikkun include assistance in providing or upgrading facilities at schools, adult education

programmes, providing for the care and feeding of people infected with HIV/AIDS, provision of recreational and

community facilities, and supporting senior citizens. All of the projects are located in previously disadvantaged areas,

including Hillbrow, Rietfontein, Diepsloot, Alexandra, Katlehong, and Delft in the Western Cape.

Other

Various other donations have been made to different charitable organisations, including the Nelson Mandela

Children’s Fund.


CORPORATE GOVERNANCE

The board of directors endorses the Code of Corporate Practices and Conduct recommended in the King II Report. The

board recognises that corporate governance is a developing process. Accordingly, it reviews the degree of compliance

with the Code on an ongoing basis and implements procedures to ensure further compliance where appropriate.

Directorate

The board comprises a chairman, a chief executive, one executive director and five non-executive directors (four of

whom are independent). It meets periodically together with senior management to examine the results of the group, to

ensure that delegated responsibilities are duly executed by management, and to consider important issues. There is

adequate division of responsibilities amongst board members to ensure a balance of power and authority.

Human resources

The group is an equal opportunity employer and there is no discrimination on any grounds. The group supports the

principles and objectives contained in the Employment Equity Act. There has been a continued emphasis across the

group on all matters relating to employment equity and black economic empowerment, including several training and

learnership initiatives to assist employees from previously disadvantaged backgrounds. Plans are also in place to ensure

that succession planning is adequately addressed in all group companies.

The group recognises that the HIV/AIDS epidemic will affect every workplace, with prolonged staff illness, absenteeism,

and death impacting on productivity, employee benefits, occupational health and safety, production costs and workplace

morale. Consistent with the group’s concern for employees’ well-being, the group has adopted a policy with regard to

HIV/AIDS and other life-threatening diseases.

The policy sets out guidelines for group companies in order to ensure that individuals with HIV/AIDS are not unfairly

discriminated against in the workplace. This includes creating a non-discriminatory work environment, dealing with HIV

testing, confidentiality and disclosure, providing equitable employee benefits, dealing with dismissals and managing

grievance procedures.

In terms of this policy, group companies endeavour to support those individuals who are infected or affected by

HIV/AIDS, so that they may continue to work productively for as long as possible. This is achieved by offering advice on

the rights of afflicted employees and their colleagues, educating employees and management on life-threatening

diseases, referral of employees to medical and other resources (including counselling services), and consulting employees

on conditions of employment in order to assist employees in managing their illness from an employment perspective.

Progress in terms of this policy will be monitored on an ongoing basis.


CORPORATE GOVERNANCE continued

Ethics

The board strives to ensure that the group conducts its business with the utmost integrity towards all its stakeholders,

including its shareholders, employees, customers, suppliers, and society at large. The majority of group companies have

documented codes of conduct for staff designed to provide guidance as to the ethical conduct of staff in all areas,

appropriate policies in respect of the safeguarding of assets and information, and the appropriate corrective measures to

enforce these policies. The group provides, monitors and audits a safe system for employees to report any unethical

behaviour by fellow employees, directors or shareholders of the group.

Communication

The group supports a policy of open communication with all stakeholders on matters of both a financial and non-

financial nature. Regular communication sessions are held internally with management and senior executives, and

externally with institutional shareholders and investment analysts.

Going concern

The group has sufficient resources to continue in operational existence for the year ahead. Accordingly, the directors

have adopted the going concern basis in preparing the annual financial statements.

Audit committee

The group has an independent audit committee comprising two non-executive directors (one of whom serves as its

chairman), and an executive director. It has terms of reference which clearly set out its scope and objectives. The external

auditors have unrestricted access to this committee.

The audit committee meets three times per annum to review the effectiveness of internal controls in the group with

reference to the findings of the internal and external auditors, to review important accounting issues and specific

disclosures in the financial statements (including areas of management judgement and estimates), to review major audit

recommendations, and to review risk management procedures across the group.

Remuneration committee

The remuneration committee comprises two non-executive directors (one of whom serves as its chairman) and the

chairman of Rebserve. The committee is responsible for determining the conditions of employment, incentivisation and

remuneration packages, including the allocation of shares and options in terms of the Rebserve Share Incentive Scheme,

primarily to executive directors and senior executives.


CORPORATE GOVERNANCE continued

Management reporting

There are comprehensive management reporting disciplines in place which include the preparation of annual budgets by

all operating divisions. Individual operational budgets are approved by the boards of directors of the relevant companies.

The group budget is reviewed by the Rebserve board of directors. Monthly results are reported against budgets. Budgets

and profit projections are reviewed and updated regularly during the financial year. Working capital and cash flow

management are monitored on an ongoing basis.

Internal audit

The group has established internal audit departments in certain divisions. These functions are performed by

appropriately qualified and experienced personnel. In divisions where no internal audit department exists, internal audit

functions have been outsourced to specialists who are engaged to review and report on systems of internal controls.

Risk management

The board of directors is ultimately responsible for the management of risk. The audit committee is responsible for

overseeing the risk management procedures within the group. The committee has established the minimum standards

required of each business in identifying, analysing and monitoring the risks which each business faces. The results of

these procedures are communicated to the audit committee regularly or as circumstances change.

Social responsibility

As an integral part of South African society, the group strives to be a trusted and good corporate citizen, fulfilling its

responsibilities to its stakeholders and the communities in which it operates. The group’s social responsibility programme

seeks to identify and support groups which make a contribution to the upliftment and improvements of the quality of

life of South Africans, mainly in education and other special programmes.


Revenue 3 189 576 2 911 107 Cost of materials, services and other expenses (1 375 473) (1 236 686)

Value added 1 814 103 1 674 421 Investment income 81 950 85 333 Exceptional items (15 024) (13 952)

Total value added 1 881 029 1 745 802

Applied as follows:EmployeesSalaries, wages, bonuses, pension, medical aid and other benefits 1 056 020 1 019 462

Providers of capital 112 914 75 726

Lenders 57 833 36 482 Dividend to ordinary shareholders 55 081 39 244

GovernmentTaxation 405 348 360 275

Reinvested in the group 306 747 290 339

Depreciation and amortisation 87 858 72 155 Outside shareholders 25 189 23 547 Net attributable income 193 700 194 637

1 881 029 1 745 802

Money exchanges with the GovernmentTaxation on profit 66 598 71 947 PAYE 128 047 93 431 VAT 162 047 148 513 RSC levies 8 464 7 828 Rates and licenses 894 1 130 Skills development levy 9 775 5 926 UIF and WCA 29 523 31 500

405 348 360 275

Group2003 2002

R’000 R’000


VALUE ADDED STATEMENT year ended 30 June 2003

REPORT OF THE INDEPENDENT AUDITORS

To the members of Rebserve Holdings Limited

We have audited the annual financial statements and group annual financial statements set out on pages 31 to 62.

These financial statements are the responsibility of the company’s directors. Our responsibility is to express an opinion on

these financial statements based on our audit.

Scope

We conducted our audit in accordance with statements of South African Auditing Standards. Those standards require

that we plan and perform the audit to obtain reasonable assurance that the financial statements are free of material

misstatement. An audit includes:

" examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements;

" assessing the accounting principles used and significant estimates made by management; and

" evaluating the overall financial statement presentation.

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

Audit opinion

In our opinion, the financial statements fairly present, in all material respects, the financial position of the company and

group at 30 June 2003 and the results of their operations and cash flows for the financial year then ended in

accordance with South African Statements of Generally Accepted Accounting Practice, and in the manner required by

the Companies Act in South Africa.

Fisher Hoffman PKF (Jhb) Inc.

Chartered Accountants (SA)

Registered Accountants and Auditors

Registration number 1994/001166/21

Johannesburg

25 August 2003


DIRECTORS’ REPORT

The directors have pleasure in submitting the financial statements of the company and the group for the year ended

30 June 2003.

Nature of business

Rebserve Holdings Limited is a holding company whose businesses provide a range of integrated services, including

facilities management, technical, professional, and support services, extending countrywide.

Financial results

The results of the company and the group are set out in the financial statements.

The consolidated net profit after taxation attributable to ordinary shareholders amounted to R193 700 000 (2002:

R194 637 000).

The headline consolidated net profit after taxation attributable to ordinary shareholders amounted to R208 724 000

(2002: R208 589 000).

Share capital

Number of shares in issue at 30 June 2003 193 729 661

At 30 June 2003 the group held 17 520 210 (2002: 9 146 290) Rebserve Holdings Limited shares which had been

acquired in the open market at a cost of R124 867 000 (2002: R69 608 000) in terms of share buybacks.

Rebserve Share Incentive Scheme

On 30 June 2003 the scheme held 736 403 (2002: 308 903) Rebserve Holdings Limited shares. Options over 6 925 000

shares were granted to directors and employees during the year at prices ranging between 479 cents and 585 cents per

share.


DIRECTORS’ REPORT continued

Reconciliation of share options granted to directors and employees:

2003 2002

Number Strike price Number Strike price

(cents) (cents)

Number of options outstanding at the beginning

of the year 6 544 855 560 – 975 7 570 605 650 – 1 500

New options granted during the year 6 925 000 479 – 585 250 000 560

Options cancelled/lapsed during the year (500 000) 670 (1 275 750) 880 – 1 500

Options exercised and shares issued — —

Number of options outstanding at the end of the year 12 969 855 479 – 975 6 544 855 560 – 975

The following changes were made to the share incentive scheme at the annual general meeting held on 17 January

2003:

" the name of the scheme was changed to the Rebserve Share Incentive Scheme (“the scheme”);

" the maximum number of scheme shares, allocation shares and option shares (“shares/options”) which may be

awarded to the scheme was changed to a maximum number of 15% of the number of Rebserve Holdings Limited

shares in issue from time to time;

" the maximum number of shares/options that may be awarded by the scheme to any one individual participant under

the scheme was changed to 5% of the number of Rebserve Holdings Limited shares in issue from time to time; and

" the period over which the relevant shares/options granted to directors and employees by the scheme vest in

participants pursuant to the scheme was changed, from three, four, five and six years, to one, two, three and four

years respectively.

Events subsequent to the balance sheet date

There have been no events subsequent to 30 June 2003 which necessitate adjustment to the income statement or

balance sheet at that date.

Directorate and secretary

The name and address of the company secretary appears on page 68 and the names of the directors appear on

pages 6 and 7.

Mr Nkuna resigned on 13 November 2002. Mr Ramaphosa resigned on 20 February 2003. Mr Cohen resigned on

8 August 2003.



Messrs Dlamini and Patel and Ms Mojela were appointed on 19 August 2003.

In terms of clause 53.2 of the articles of association, Messrs Levenberg and Stein retire at the forthcoming annual

general meeting, but being eligible, offer themselves for re-election.

In terms of clause 53.3 of the articles of association, Messrs Dlamini, Patel and Ms Mojela retire at the forthcoming

annual general meeting, but being eligible, offer themselves for re-election.

Directors’ interests

On 30 June 2003 the directors of Rebserve held, in aggregate, 4 704 160 (2002: 2 885 589) Rebserve shares,

representing 2,4% (2002: 1,5%) of the issued share capital of Rebserve. The following direct and indirect interests in

Rebserve shares and options were held by the directors of Rebserve at 30 June 2003:

Rebserve shares Rebserve options

% of % of

Indirect issued Strike issued

Direct Indirect non- share Date price share

Name beneficial beneficial beneficial Total capital granted (cents) Number capital

M H Brodie 52 302 — — 52 302 — — — — —

F Cohen — — — — — 04/04/2001 650 150 000 0,1

K D Dlamini — — — — — — — — —

S M Levenberg 105 4 392 416 — 4 392 521 2,3 10/04/2002 560 250 000 0,1

02/09/2002 479 4 725 000 2,4

L Mojela — — — — — — — — —

W J Paskins — — — — — 04/04/2001 650 208 650 0,1

02/09/2002 479 800 000 0,4

R M Patel — 18 089 25 782 43 871 — — — — —

C D Stein 10 000 — — 10 000 — — — — —

B C Till — 205 466 — 205 466 0,1 01/10/1997 800 200 000 0,1

04/04/2001 650 150 000 0,1

02/09/2002 479 500 000 0,3

Total 62 407 4 615 971 25 782 4 704 160 2,4 6 983 650 3,6

There have been no changes in the above shareholdings or options between 30 June 2003 and the date of this report.



Subsidiaries

Details of the company’s principal subsidiaries and changes therein are set out on pages 61 and 62.

The aggregate headline profit after taxation of subsidiaries attributable to the company amounted to R174 998 000

(2002: R156 624 000).

Dividend

It is the policy of Rebserve to declare and pay a single annual dividend.

The board of directors of Rebserve has proposed a distribution out of share premium of 35 cents per share in lieu of a

dividend for the year ended 30 June 2003, subject to approval being obtained from shareholders for the distribution at

a general meeting of shareholders to be held on Friday, 10 October 2003. A circular and notice of the general meeting

of shareholders regarding the capital distribution will be posted to shareholders on or before Friday, 19 September 2003.

Subject to the approval by shareholders of the company being obtained, the last day to trade “cum” the distribution in

order to participate in the distribution is Friday, 17 October 2003. The shares of Rebserve will commence trading “ex”

the distribution from the commencement of business on Monday, 20 October 2003 and the record date will be Friday,

24 October 2003. The distribution will be paid to shareholders on Monday, 27 October 2003. Share certificates may not

be dematerialised or rematerialised between Monday, 20 October 2003 and Friday, 24 October 2003, both days

inclusive.

Borrowing limitation

In terms of the articles of association, the directors may exercise all powers of the company to borrow money as they

consider appropriate. The borrowing powers of the directors are unlimited.

Special resolutions

On 17 January 2003 the directors of Rebserve were authorised to facilitate, inter alia, the acquisition by Rebserve or a

subsidiary of Rebserve, from time to time, of the issued shares of Rebserve upon such terms and conditions and in such

numbers as the directors of Rebserve may from time to time decide, but subject to the provisions of the Companies Act,

No 61 of 1973, as amended, and the Listings Requirements of the JSE Securities Exchange South Africa.

Certain of the subsidiaries adopted new articles of association during the year in compliance with the requirements of

the JSE Securities Exchange South Africa.

Change in accounting policy

During the year the group changed its accounting policy for investments to comply with AC133, Financial instruments:

Recognition and measurement.


DIRECTORS’ APPROVAL

The directors of the company are responsible for the maintenance of adequate records and the preparation and integrity

of the financial statements, group financial statements and related financial information included in this report.

The annual financial statements are prepared in accordance with South African Statements of Generally Accepted

Accounting Practice and incorporate full and responsible disclosure in line with the accounting philosophy of the group.

The directors are also responsible for the group’s systems of internal controls and believe that these controls provide

reasonable, but not absolute, assurance as to the reliability of the financial statements, adequately safeguard, verify and

maintain accountability of assets, and prevent and detect material misstatements and loss.

These financial statements have been prepared on the going concern basis, were approved by the board of directors on

25 August 2003, and are signed on its behalf by:

S M Levenberg Chairman B C Till Financial director

STATEMENT OF COMPLIANCE BY THE COMPANY SECRETARY

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, No 61 of 1973, and all such returns are true, correct and up to date.

For: Rebhold Management Services (Proprietary) Limited


ACCOUNTING POLICIES

The financial statements have been prepared in accordance with South African Statements of Generally Accepted

Accounting Practice, on the historical cost basis, except as modified by the first time application of AC133, and

incorporate the following principal accounting policies, which have been consistently applied in all material respects,

except where noted below.

Basis of consolidation

The group’s annual financial statements incorporate the financial position of the company and its subsidiaries from the

effective date of acquisition to the effective date of disposal. Fixed properties owned by subsidiaries are stated at the

value attributed to them on acquisition by the group. The excess of the cost of shares in other subsidiary companies over

the tangible net asset value at the date of acquisition is attributed to trademarks and goodwill. Material inter-group

transactions are eliminated on consolidation.

Revenue

Turnover, which excludes value added tax, comprises the net amounts invoiced to customers, before discounts for goods

supplied and services rendered.

Under certain service contracts the group manages customer expenditure and is obliged to purchase goods and services

from third party contractors and recharge them to the customer at cost. These “flow through” amounts charged by

contractors and recharged to customers at cost are excluded from turnover and cost of sales. Debtor and creditor

balances relating to these transactions are recorded in the balance sheet.

Revenue recognition

Revenue from service-based activities is recognised when the service is completed. Revenue from the sale of

merchandise and finished goods is brought to account when the risk in the goods passes to the customer. Interest

earned is accrued on a time apportion basis. Dividends are recognised when the right to receive payment is established.

Intangible assets

Intangible assets, which comprise trademarks and goodwill, arising after 30 June 2000, are carried at cost and are

amortised over their estimated useful lives. Intangible assets which arose prior to 30 June 2000 were written off in the

year the asset arose, firstly against share premium, and secondly, directly to distributable reserves.

Property, plant and equipment

Furniture, fittings, computer equipment, plant and equipment, improvements to leasehold premises, office equipment

and motor vehicles are stated at cost less depreciation calculated on a straight line basis at rates considered appropriate

to write off the cost over the estimated useful lives of the assets. The depreciation rates used are:


ACCOUNTING POLICIES continued

Plant and equipment 15% – 20%

Office equipment 15%

Computer equipment 33%

Furniture and fittings 15%

Motor vehicles – passenger 20%

Motor vehicles – commercial 25%

Improvements to leasehold premises period of lease

Land and buildings, which are regarded as investment properties, are stated at fair value.

Development costs

Development costs comprise start-up and development costs in relation to new contracts. These costs are capitalised

and written off over the period of the contract from the year that the contract commences operation.

Inventories

Inventories are valued at the lower of cost and net realisable value. Cost is determined on a first-in, first-out basis. The

cost of finished goods includes direct expenditure and production overheads.

Foreign currency transactions

Foreign currency transactions are recorded at the exchange rate ruling on the transaction dates. Assets and liabilities

designated in foreign currencies are translated at rates of exchange ruling at the balance sheet date. Exchange

differences are taken to income in the year in which they arise.

Deferred taxation

Deferred taxation is provided for on the liability method using the comprehensive basis in respect of income tax payable

in future periods in respect of taxable temporary differences. Deferred tax assets are recognised in respect of tax losses

to the extent that it is probable that future tax benefits will be available against which the losses can be utilised.

Deferred tax assets are also recognised in respect of income taxes recoverable in future periods in respect of deductible

temporary differences.

Liquid funds

The bank balances are stated in accordance with the bank statement balances.



Leased assets

Assets acquired under financial leases are capitalised at their cash cost equivalent and are depreciated as indicated

above. Finance costs are expensed using the effective interest rate method. All other leases are treated as operating

leases and are charged against income as incurred.

Associated companies

Associates are those companies in which the group has a long-term interest and over which it exercises significant

influence, but not control. The group’s share of post-acquisition results of associates is included in the consolidated

financial statements using the equity method where material.

Financial instruments

Classification

Originating loans

Originating loans are assets not held for trading purposes. These include various long-term loans advanced by the

group.

Trade and other receivables

Financial assets that are balances from trade and other receivables are classified as originating loans and advances.

Trade and other payables

Financial liabilities that are not held for trading are balances due to trade and other creditors.

Liquid funds

Liquid funds comprise cash balances on hand, cash deposited with financial institutions and liquid investments.

Derivative instruments

Derivative instruments are classified as either trading or hedging instruments in accordance with management’s

intentions.

Recognition

The group recognises financial assets and liabilities on the date it commits to purchase or sell such instruments. From

this date any gains or losses in fair value of the assets or liabilities are recorded.



Measurement

Financial instruments are measured initially at cost, including transaction costs. For financial assets acquired, cost is the

fair value of the consideration given. For financial liabilities, cost is the fair value of the consideration received.

Transaction costs included in the initial measurement are those incremental costs arising on the initial purchase of the

investment or incurring of a liability.

Originating loans are carried at amortised cost, being original sums advanced less principal payments and amortisations.

Trade and other receivables originated by the group are stated at amortised cost less a provision for doubtful debts.

Liquid funds are carried at fair value.

Financial liabilities are recognised at amortised cost, comprising original debt less principal payments and amortisations.

Derivative instruments are recognised at fair value and the corresponding adjustments reflected in the income

statement.

Impairment

Financial instruments that are stated at cost or amortised cost, are reviewed at each balance sheet date to determine

whether there is objective evidence of impairment. If any such indication exists, an impairment loss is recognised based

on the instrument’s estimated recoverable amount.

If in a subsequent period the amount of an impairment loss has decreased and the decrease can be linked objectively to

an event occurring after the write down, the write down is reversed through the income statement.

Provisions

A provision is recognised when, and only when, the group has a present legal or constructive obligation as a result of a

past event, and it is probable that an outflow of resources embodying economic benefits will be required to settle the

obligation, and a reliable estimate can be made of the amount of the obligation. Provisions are reviewed at each balance

sheet date and adjusted to reflect current best estimate. Where the effect of the time value of money is material, the

amount of a provision is the present value of the expenditure expected to be required to settle the obligation.

Retirement benefits

The group provides for retirement benefits for the majority of employees by payments to independently administered

pension and provident funds. Current contributions are charged against income as incurred. The cost of providing for

any deficit is charged against income when determined.

The present value of any post-retirement medical aid liability is actuarially determined. Any deficit or surplus is

recognised immediately and charged against income.


Revenue 1 3 189 576 2 911 107 — —Cost of sales and direct expenses (2 521 215) (2 342 372) — —

Gross profit 668 361 568 735 — —Other operating profit 51 173 45 012 4 000 4 603 Operating expenses (443 140) (358 515) (25) (50)

Profit from operations 2 276 394 255 232 3 975 4 553 Net interest received 3 6 765 30 480 19 422 43 439 Dividends received 17 222 17 117 38 833 62 324 Income from associates 130 1 254 — —Exceptional items 4 (15 024) (13 952) — —

Net profit before taxation 285 487 290 131 62 230 110 316 Income tax expense 5 (66 598) (71 947) (7 023) (14 398)

Net profit after taxation 218 889 218 184 55 207 95 918 Net profit attributable to outside shareholders (25 189) (23 547) — —

Net profit attributable to ordinary shareholders 193 700 194 637 55 207 95 918

Earnings per share (cents) 6 107,8 103,2Headline earnings per share (cents) 6 116,2 110,6Diluted headline earnings per share (cents) 6 114,0 110,6Fully diluted headline earnings per share (cents) 6 114,0 109,6Distribution per share (cents) 35,0 30,0

Group Company2003 2002 2003 2002

Notes R’000 R’000 R’000 R’000


INCOME STATEMENTSyear ended 30 June 2003

BALANCE SHEETSat 30 June 2003

Assets

Non-current assets 691 596 698 622 882 600 546 823

Property, plant and equipment 7 328 675 325 064 — —Development costs and long-term receivables 8 13 327 8 627 — —Goodwill 9 248 114 254 540 — —Investments in subsidiaries 10.1 — — 860 945 523 260 Investments in associates 10.2 18 978 11 638 122 122Financial assets 10.3 36 707 52 697 21 533 23 441Deferred taxation 18 45 795 46 056 — —

Current assets 1 121 579 1 296 314 160 283 514 253

Inventories 11 62 690 52 133 — —Trade and other receivables 28 566 977 502 752 5 282 —Liquid funds 12 491 912 741 429 155 001 514 253

Total assets 1 813 175 1 994 936 1 042 883 1 061 076

Equity and liabilities

Capital and reserves 938 236 863 017 1 036 114 1 047 166

Share capital 13 176 185 194 194 Share premium 90 951 90 951 121 631 121 631 Non-distributable reserves 14 49 045 49 045 — —Distributable reserves 15 735 597 652 228 851 822 854 733 Amounts due to vendors 16 62 467 70 608 62 467 70 608

Outside shareholders’ interest 31 242 19 590 — —Non-current liabilities 168 454 219 776 — —

Interest-bearing borrowings 17 160 211 213 499 — —Deferred taxation 18 8 243 6 277 — —

Current liabilities 675 243 892 553 6 769 13 910

Trade and other payables 580 538 565 290 5 469 4 283 Short-term borrowings 3 648 204 786 — —Current portion of interest-bearing borrowings 65 872 49 373 — —Provisions 19 22 650 39 780 — —Bank overdrafts 114 11 106 — —Taxation liabilities 2 421 22 218 1 300 9 627

Total equity and liabilities 1 813 175 1 994 936 1 042 883 1 061 076

Group Company2003 2002 2003 2002

Notes R’000 R’000 R’000 R’000


Cash flows from operating activities 173 100 168 996 (15 334) 38 019

Cash received from customers 20 3 125 351 2 920 480 — —

Cash paid to suppliers and employees 21 (2 836 988) (2 651 392) — —

Cash generated/(utilised) from/(in) operations 22 288 363 269 088 (121) (14 256)

Continuing operations 306 690 319 906 (121) (14 256)

Discontinued operations (18 327) (50 818) — —

Net interest received 3 6 765 30 480 19 422 43 439

Investment income 17 222 18 371 38 833 62 324

Taxation paid 24 (84 169) (109 699) (15 350) (13 768)

Dividends paid (55 081) (39 244) (58 118) (39 720)

Cash flows from investing activities (90 700) 221 670 (335 777) 118 791

Acquisition of subsidiaries and businesses as going concerns 25 (7 247) (23 762) — —

Additions to property, plant and equipment, development costs and long-term receivables (183 616) (172 941) — —

Proceeds from disposal of property, plant and equipment and long-term receivables realised 92 060 81 782 — —

(Increase)/decrease in investments (7 887) 4 312 (335 777) (213 488)

Decrease in financial assets 15 990 332 279 — 332 279

Cash flows from financing activities (331 917) (306 449) (8 141) (126 055)

Decrease in long-term borrowings (53 288) (41 416) — —

Decrease in short-term borrowings (201 692) (41 734) — —

Decrease in minority interests (13 537) (25 136) — —

Decrease in amounts due to vendors (8 141) (128 555) (8 141) (126 055)

Share buy-backs (55 259) (69 608) — —

Net (decrease)/increase in liquid funds (249 517) 84 217 (359 252) 30 755

Net liquid funds at the beginning of the year 741 429 657 212 514 253 483 498

Liquid funds at the end of the year 491 912 741 429 155 001 514 253

Group Company2003 2002 2003 2002

Notes R’000 R’000 R’000 R’000


CASH FLOW STATEMENTSyear ended 30 June 2003

STATEMENTS OF CHANGES IN EQUITYyear ended 30 June 2003

Group

Balance at 30 June 2001 194 90 951 49 045 566 434 199 163 905 787

Share buybacks (9) — — (69 599) (69 608)

Cash amounts paid to vendors — — — — (128 555) (128 555)

Net profit attributable to ordinary shareholders — — — 194 637 — 194 637

Dividends — — — (39 244) — (39 244)

Balance at 30 June 2002 185 90 951 49 045 652 228 70 608 863 017

Share buybacks (9) — — (55 250) — (55 259)



Dividends — — — (55 081) — (55 081)

Balance at 30 June 2003 176 90 951 49 045 735 597 62 467 938 236

Company

Balance at 30 June 2001 194 121 631 — 798 535 196 663 1 117 023



Dividends — — — (39 720) — (39 720)

Balance at 30 June 2002 194 121 631 — 854 733 70 608 1 047 166



Dividends — — — (58 118) — (58 118)

Balance at 30 June 2003 194 121 631 — 851 822 62 467 1 036 114

Non- AmountsShare Share distributable Distributable due to

capital premium reserves reserves vendors TotalR’000 R’000 R’000 R’000 R’000 R’000


1. Revenue

Facilities management and professional services 1 138 491 1 128 067 — —Mining and technical services 696 970 641 595 — —Food services 738 087 595 612 — —Support services 616 028 545 833 — —

3 189 576 2 911 107 — —

2. Profit from operations

Facilities management and professional services 100 124 87 750 — —Mining and technical services 81 400 81 280 — —Food services 47 965 47 953 — —Support services 46 905 38 249 — —

276 394 255 232 — —

Profit from operations is stated after charging:Auditors’ remunerationAudit fees 4 239 3 229 25 50

Current year 4 069 3 218 25 50 Underprovision prior years 170 11 — —

Other services 189 124 — —

4 428 3 353 25 50

Depreciation and amortisationPlant and equipment 41 036 35 787 — —Office equipment 962 927 — —Computer equipment 21 826 15 574 — —Furniture and fittings 4 958 3 665 — —Motor vehicles 18 170 15 481 — —Improvements to leasehold premises 906 721 — —

87 858 72 155 — —

Employee costsSalaries and bonuses 1 088 993 1 048 297 — —Fringe benefits 69 599 50 110 — —Pension/provident fund contributions 43 521 34 736 — —

1 202 113 1 133 143 — —

Group Company2003 2002 2003 2002

R’000 R’000 R’000 R’000


NOTES TO THE FINANCIAL STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS continued

2. Profit from operations (continued)

Remuneration other than to employees forManagerial services 672 343 — —Technical services 1 412 567 — —

2 084 910 — —

Rentals under operating leasesLand and buildings 16 725 20 485 — —Equipment 10 563 8 283 — —Motor vehicles 6 891 5 932 — —Other 195 902 — —

34 374 35 602 — —

Foreign currency losses 474 — — —Losses on disposal of property, plant and equipment 4 877 2 847 — —

Directors’ emoluments paid by subsidiaries

Salaries, Medical aid directors’ fees, and

allowances retirement and fringe benefit

benefits Bonus contributions Total

R’000 R’000 R’000 R’000

2003Executive directorsF Cohen 1 146 150 354 1 650 S M Levenberg 2 415 850 446 3 711 W J Paskins 1 614 928 136 2 678 M C Ramaphosa 890 — 72 962 B C Till 1 230 525 270 2 025

Non-executive directorsM H Brodie 387 — — 387 C D Stein 64 — — 64

7 746 2 453 1 278 11 477

2002 7 982 1 900 1 368 11 250

Group Company2003 2002 2003 2002

R’000 R’000 R’000 R’000


2. Profit from operations (continued)

And after crediting:

Administration fees received — — 4 000 4 550

Foreign currency gains 1 704 692 — —

Profit on disposal of property, plant and equipment 4 140 4 479 — —

3. Net interest received

Interest received 64 598 66 962 19 436 44 962

Interest paid (46 139) (29 492) (14) (1 523)

Finance charges (11 694) (6 990) — —

6 765 30 480 19 422 43 439

4. Exceptional items

Goodwill amortised 14 347 13 952 — —

Impairment of a loan account 677 — — —

15 024 13 952 — —

Group Company2003 2002 2003 2002

R’000 R’000 R’000 R’000




5. Income tax expense

South African normal tax 59 735 72 655 7 023 14 398

– Current 58 150 72 492 7 023 14 398

– Underprovision prior years 1 585 163 — —

Deferred tax 2 227 (6 820) — —

Capital gains tax 3 — — —

Secondary tax on companies 4 413 6 009 — —

Foreign tax 220 103 — —

66 598 71 947 7 023 14 398

Reconciliation of taxation amount

South African normal tax amount 85 646 87 039 18 669 33 095

Adjusted for: (23 684) (21 204) (11 646) (18 697)

Disallowable expenditure 380 916 4 —

Income from associates (47) (376) — —

Exempt income and exceptional items (21 838) (11 486) (11 650) (18 697)

Investment and other special allowances (901) (2 417) — —

Assessed losses utilised/carried forward (1 031) (7 503) — —

Other (247) (338) — —

Capital gains tax 3 — — —

Secondary tax on companies 4 413 6 009 — —

Foreign tax 220 103 — —

Effective amount 66 598 71 947 7 023 14 398

Gross estimated tax losses available for utilisation against future taxable income 69 709 73 131 — —

Tax relief at current tax rates 20 913 21 939 — —

Credits in respect of secondary tax on companies, available for set-off by the company against future dividendsamounted to R2 329 000 (2002: R4 740 000).

Group Company2003 2002 2003 2002

R’000 R’000 R’000 R’000


6. Earnings per share

Earnings per share is based on the consolidated net profit attributable to ordinary shareholders of R193 700 000(2002: R194 637 000) and is calculated using the weighted average number of 179 604 219 (2002: 188 609 952)shares in issue during the year.

Headline earnings per share is based on the consolidated headline net profit attributable to ordinary shareholdersof R208 724 000 (2002: R208 589 000) and is calculated using the weighted average number of 179 604 219(2002: 188 609 952) shares in issue during the year.

Diluted headline earnings per share is based on the consolidated headline net profit attributable to ordinaryshareholders of R208 724 000 (2002: R208 589 000) and is calculated using the weighted average numberof 183 095 164 (2002:188 609 952) shares, being the weighted average number of shares in issue during theyear plus such further shares as are likely to be issued pursuant to historic acquisitions.

Fully diluted headline earnings per share is based on the consolidated headline net profit attributable to ordinaryshareholders of R208 724 000 (2002: R208 589 000) and is calculated using the weighted average number of183 095 164 (2002:190 284 952) shares, being the weighted average number of shares in issue during the yearplus such further shares as are likely to be issued to vendors in terms of acquisition agreements and onachievement of future profit warranties.

The dilutionary effect of options granted to directors and employees to subscribe for shares via the Rebserve ShareIncentive Scheme is not material.

Group2003 2002

R’000 R’000

Reconciliation between earnings and headline earningsNet profit attributable to ordinary shareholders 193 700 194 637 Exceptional items attributable to ordinary shareholders 15 024 13 952

Goodwill amortised 14 347 13 952 Impairment of a loan account 677 —

Headline net profit attributable to ordinary shareholders 208 724 208 589

Reconciliation of the weighted average number of shares in issue during the year and thefully diluted weighted average number of shares

Number of shares2003 2002

Weighted average number of shares in issue during the year 179 604 219 188 609 952 Shares likely to be issued pursuant to historic acquisitions 3 490 945 —

Diluted weighted average number of shares 183 095 164 188 609 952Shares likely to be issued on the achievement of future profit warranties — 1 675 000

Fully diluted weighted average number of shares 183 095 164 190 284 952




Cost Accumulated Net book Net book depreciation value value

2003 2003 2003 2002R’000 R’000 R’000 R’000

7. Property, plant and equipment

Group

Land and buildings 5 923 — 5 923 48 397

Plant and equipment 262 779 64 889 197 890 174 297

Office equipment 5 455 2 749 2 706 2 946

Computer equipment 78 721 45 227 33 494 37 798

Furniture and fittings 36 700 11 945 24 755 18 346

Motor vehicles 94 030 33 964 60 066 40 529

Improvements to leasehold premises 5 577 1 736 3 841 2 751

489 185 160 510 328 675 325 064

Reconciliation of carrying value

Net book Net bookvalue value

30 June Depreci- 30 June2002 Additions Disposals ation 2003

R’000 R’000 R’000 R’000 R’000

Land and buildings 48 397 — (42 474) — 5 923

Plant and equipment 174 297 102 575 (37 946) (41 036) 197 890

Office equipment 2 946 1 772 (1 050) (962) 2 706

Computer equipment 37 798 18 802 (1 280) (21 826) 33 494

Furniture and fittings 18 346 12 321 (954) (4 958) 24 755

Motor vehicles 40 529 41 076 (3 369) (18 170) 60 066

Improvements to leasehold premises 2 751 2 019 (23) (906) 3 841

325 064 178 565 (87 096) (87 858) 328 675

Analysis of additions

Replacement of assets 123 721

Expansion of businesses 54 844

178 565

Details of land and buildings are available for inspection by members or their nominees at the company’s registeredoffice.

Land and buildings are regarded as investment properties and are carried at fair value.

Certain of the group’s assets are encumbered by instalment sale agreements and capitalised finance leases asdescribed in note 17.


8. Development costs and long-term receivables

Net book value 13 327 8 627 — —

Reconciliation of net book value

Balance at the beginning of the year 8 627 7 806 — —

Additions 10 401 4 089 — —

Amounts realised (5 701) (3 268) — —

Balance at the end of the year 13 327 8 627 — —

The net book value includes an amount ofR9 333 000 which is classified as anoriginating loan in terms of AC133, is carriedat amortised cost and will be realised over28 months.

9. Goodwill

Cost 286 938 279 017 — —

Accumulated depreciation (38 824) (24 477) — —

Net book value 248 114 254 540 — —

Reconciliation of net book value

Balance at the beginning of the year 254 540 199 970 — —

Acquisition of businesses and subsidiaries 7 921 68 522 — —

Amortisation (14 347) (13 952) — —


10. Investments

10.1 Investments in subsidiaries

Shares at cost — — 96 064 93 606

Loans receivable — — 1 037 508 680 964

Loans payable — — (188 448) (167 131)

Goodwill and trademarks previouslywritten off — — (84 179) (84 179)

— — 860 945 523 260

Details of principal subsidiary companies are set out on page 61.

Group Company2003 2002 2003 2002

R’000 R’000 R’000 R’000




10. Investments (continued)

10.2 Investments in associates(i) 32% shareholding in Fridge Foods

Group (Proprietary) Limited

(ii) 49% shareholding in Telesafe(Proprietary) Limited

(iii) 49% shareholding in Cudah SARL(incorporated in Mozambique)

Shares at cost 123 123 122 122

Group’s share of post-acquisition reserves 3 409 3 279 — —

Loans 15 446 8 236 — —

18 978 11 638 122 122

Directors’ valuation of shares 3 532 3 402 — —

Fridge Foods Group carries on business as a multi-temperature distributor of food products.

Telesafe provides security services to Telkom SA Limited.

Cudah SARL provides contract catering services in Mozambique.

Summarised financial informationof associatesProperty, plant and equipment 5 444 7 265

Current assets 40 974 27 608

Total assets 46 418 34 873

Shareholders’ funds 26 807 17 866

Non-current liabilities 3 213 4 730

Current liabilities 16 398 12 277

Total equity and liabilities 46 418 34 873

Revenue 153 458 118 180

Net profit before taxation 1 149 3 295

Income tax expense (344) (154)

Net profit attributable to ordinaryshareholders 805 3 141

Group Company2003 2002 2003 2002

R’000 R’000 R’000 R’000


10. Investments (continued)

10.3 Financial assets

Originating loans

(i) Secured loans 27 258 46 278 13 452 18 827

The loans bear interest at varyingrates linked to the prime overdraftrate and are repayable in equalmonthly or annual instalments overperiods ranging from 1 to 3 years.The loans are secured by notarial bonds over assets, negative pledgesof assets, cessions of debtors andpersonal suretyships by the directorsand shareholders, of the debtorcompanies.

(ii) Unsecured loans 9 449 6 419 8 081 4 614

Unsecured loans bearing interest atrates linked to the prime overdraftrate ranging between 13,5% and17,5% at 30 June 2003.

36 707 52 697 21 533 23 441

Total investments at cost 55 685 64 335 882 600 546 823

11. Inventories

Raw materials 6 769 549 — —

Work in progress 8 915 8 220 — —

Consumables 18 290 18 694 — —

Merchandise and finished goods 28 716 24 670 — —

62 690 52 133 — —

12. Liquid funds

Bank balances 407 393 544 883 105 001 339 253

Term deposits 34 169 21 546 — —

Liquid investments 50 350 175 000 50 000 175 000

491 912 741 429 155 001 514 253

Group Company2003 2002 2003 2002

R’000 R’000 R’000 R’000




13. Share capital

Authorised

300 000 000 (2002: 300 000 000) ordinary shares of 0,1 cent each 300 300 300 300

Issued

193 729 661 (2002: 193 729 661) ordinary shares of 0,1 cent each 194 194 194 194

Less: 17 520 210 (2002: 9 146 290) ordinary shares of 0,1 cent each held by a subsidiary company (18) (9) — —

176 185 194 194

There were no changes in the issued sharecapital during the year. The unissued sharesare under the control of the directors until thenext annual general meeting.

14. Non-distributable reserves

Comprising

Deferred tax assets 49 045 49 045 — —

15. Distributable reserves

Balance at the beginning of the year 652 228 566 434 854 733 798 535

Net profit attributable to ordinary shareholders 193 700 194 637 55 207 95 918

Dividends (55 081) (39 244) (58 118) (39 720)

Share buybacks (55 250) (69 599) — —

Balance at the end of the year 735 597 652 228 851 822 854 733

Comprising

Accumulated profits 735 597 652 228 851 822 854 733

16. Amounts due to vendors

Amounts due to vendors in terms of existing acquisition agreements 62 467 70 608 62 467 70 608

The amounts are expected to be settled in cash or to be converted into fully paid ordinary shares of 0,1 cent eachat varying prices, as specified in the relevant historic acquisition agreements.

Group Company2003 2002 2003 2002

R’000 R’000 R’000 R’000


17. Interest-bearing borrowings

Secured

Capitalised finance leases and instalment sale creditors 37 814 27 684 — —

Total amount owing 99 468 73 447 — —

Current portion included in current liabilities (61 654) (45 763) — —

Secured by property, plant and equipmentwith a net book value of R168 483 000(2002: R128 701 000). The liabilities bear interest at rates linked to the prime overdraftrate, ranging between 13,5% and 17,4% at 30 June 2003, and are repayable in monthlyinstalments of R4 573 000 (2002: R3 230 000).

Unsecured

Bank loans 69 934 125 374 — —



The loan bears interest at variable rates linked to the JIBAR rate. The actual interest rate on 30 June 2003 was 13,569%. Interest ispayable quarterly. Capital is repayable on orbefore 15 December 2005.

Bank loan 52 456 60 000 — —



The loan bears interest at variable rates linked to the JIBAR rate. The actual interest rate on 30 June 2003 was 15,72%. Interest is payable quarterly. Capital is repayable on or before 1 May 2007.

Other loans 7 441 — —

The loans are unsecured, bear interest at varying rates and have no fixed repayment terms.

Non-current interest-bearing borrowings 160 211 213 499 — —

Group Company2003 2002 2003 2002

R’000 R’000 R’000 R’000




17. Interest-bearing borrowings (continued)

Reconciliation of total interest-bearing borrowings:

Non-current interest-bearing borrowings 160 211 213 499 — —

Current portion of interest-bearing borrowings 65 872 49 373 — —

Bank overdrafts 114 11 106 — —

Total interest-bearing borrowings 226 197 273 978 — —

18. Deferred taxation

Balance at the beginning of the year (39 779) (32 959) — —

Wear and tear 7 118 7 596 — —

Doubtful debts 88 86 — —

Prepayments 545 860 — —

Special taxation allowances (23 420) (27 486) — —

Other (24 110) (14 015) — —

Charged to income 2 227 (6 820) — —

Wear and tear 5 295 (478) — —

Doubtful debts (1 298) 2 — —

Prepayments 223 (315) — —

Special taxation allowances 2 983 4 066 — —

Other (4 976) (10 095) — —

Balance at the end of the year (37 552) (39 779) — —

Wear and tear 12 413 7 118 — —

Doubtful debts (1 210) 88 — —

Prepayments 768 545 — —

Special taxation allowances (20 437) (23 420) — —

Other (29 086) (24 110) — —

Comprising

Deferred taxation assets (45 795) (46 056) — —

Deferred taxation liabilities 8 243 6 277 — —

(37 552) (39 779) — —

Group Company2003 2002 2003 2002

R’000 R’000 R’000 R’000


19. Provisions

Balance at the beginning of the year 39 780 65 475 — —Amounts utilised during the year (19 912) (28 314) — —New provisions raised during the year 2 782 2 619 — —


ComprisingClosure costs – wholesale operations 8 940 27 977 — —Post-retirement medical aid benefits 13 710 11 803 — —

22 650 39 780 — —

Closure costs – wholesale operationsDuring the year ended June 2001 it was resolved to close down or sell the remaining Browns and Weirs stores,head office and regional offices. Full provision was made for the anticipated closure costs. The amount ofthe provision is based on the directors’ original estimate of the anticipated actual costs to be incurred during theclosure period in terms of existing contracts to which the group is party, including the retrenchment of employeesand termination of lease obligations, less amounts actually paid out to date. The closure of the stores and windingdown of the head office are already complete. Certain assets are still in the process of being realised, as are certainliabilities still to be settled.

Post-retirement medical aid benefitsContributions are made to the medical aid of retired employees for a small number of former employees of BrownsCash and Carry (Proprietary) Limited. The present value of the potential post-retirement medical aid liability inrespect of former employees has been estimated at R13 710 000 at 30 June 2003 (R11 803 000 at 30 June 2002).

Group Company2003 2002 2003 2002

R’000 R’000 R’000 R’000

20. Cash received from customers

Revenue 3 189 576 2 911 107 — —Movement in trade and other receivables (64 225) 9 373 — —

3 125 351 2 920 480 — —

21. Cash paid to suppliers and employees

Revenue 3 189 576 2 911 107 — —Profit from operations (276 394) (255 232) — —

2 913 182 2 655 875 — —Depreciation (87 858) (72 155) — —Net (loss)/profit on disposal of property, plant and equipment (737) 1 632 — —Movement in inventories 10 519 5 220 — —Movement in trade and other payables 1 882 60 820 — —

2 836 988 2 651 392 — —

Group Company2003 2002 2003 2002

R’000 R’000 R’000 R’000




22. Cash generated from operations

Profit from operations 276 394 255 232 3 975 4 553

Depreciation 87 858 72 155 — —

Net loss/(profit) on disposal of property, plant and equipment 737 (1 632) — —

Working capital changes (76 626) (56 667) (4 096) (18 809)

288 363 269 088 (121) (14 256)

23. Working capital changes

Inventories (10 519) (5 220) — —

Trade and other receivables (64 225) 9 373 (5 282) —

Trade and other payables (1 882) (60 820) 1 186 (18 809)

(76 626) (56 667) (4 096) (18 809)

24. Taxation paid

Unpaid at the beginning of the year and onacquisition of subsidiaries and businesses 22 219 53 150 9 627 8 997

Charged in the income statement 64 371 78 767 7 023 14 398

Unpaid at the end of the year (2 421) (22 218) (1 300) (9 627)

84 169 109 699 15 350 13 768

25. Acquisition of subsidiaries and businesses as going concerns

Property, plant and equipment 5 350 — — —

Non-cash portion of working capital 38 — — —

Taxation (1) — — —

Net assets acquired 5 387 — — —

Goodwill 7 921 68 522 — —

Net purchase consideration 13 308 68 522 — —

Satisfied by:

Cash 7 247 23 762 — —

Short-term loans payable 6 061 44 760 — —

13 308 68 522 — —

Businesses acquired during the year relate mainly to the acquisition of businesses and contracts in the securityservices businesses.

Group Company2003 2002 2003 2002

R’000 R’000 R’000 R’000


26. Related party transactions

Related party relationships exist with the associated companies recorded in note 10. All purchase and salestransactions are concluded at arm’s lengh. The value of transactions concluded during the year is not material tothe group.

Various property leases have been entered into with related parties. The leases were transacted on an arm’s lengthbasis at market related rates at the time of the transactions.

Mr Stein, a non-executive director of Rebserve Holdings Limited, is the chairman of Werksmans Inc. who areRebserve’s attorneys. All fees paid to Werksmans are determined on an arm’s length basis. The total of all fees paidto Werksmans Inc. during the year ended 30 June 2003 amounted to R1 767 000.

Group Company

2003 2002 2003 2002R’000 R’000 R’000 R’000

27. Capital commitments

Capital expenditure

Commitments in respect of capital expenditure approved by the directors

Contracted for 8 846 1 803 — —

Not contracted for 9 919 3 000 — —

18 765 4 803 — —

The above commitments are to be financed from liquid funds.

Operating leases

The minimum commitments are:

Land and buildings 48 992 28 941 — —

Equipment 19 303 45 264 — —

Motor vehicles 23 329 13 859 — —

91 624 88 064 — —

Due in year one 26 073 27 353 — —

Due in year two 21 351 24 757 — —

Due in year three 16 208 20 074 — —

Due in year four 14 805 13 782 — —

Thereafter 13 187 2 098 — —

91 624 88 064 — —

Material lease commitments relate mainly to immovable property, vehicles and equipment. Specific details andterms of the leases vary between different contracts. Renewal options, where these exist, are for between 1 and5 years.

Rentals on certain leases escalate annually. The majority of rentals under property lease renewal options aredetermined with reference to market rentals at the time of renewal. There are no contingent rental payments.




28. Contingent liabilities

Bank facilities

Bank facilities of certain subsidiaries are secured by a cession of book debts of R116 782 000 (2002: R67 194 000).

Bank facilities of certain subsidiary companies and long-term interest-bearing liabilities of R166 608 000(2002: R218 985 000) incurred by certain subsidiary companies have been guaranteed by Rebserve Holdings Limited.

Group Company

2003 2002 2003 2002R’000 R’000 R’000 R’000

Other guarantees

Bank guarantees to clients 8 374 4 180 — —

Bank guarantees to suppliers 6 093 — — —

Secondary tax on companies

In the event that the company were to declare a dividend equal to its distributable reserves, it would be liable forsecondary tax on companies amounting to R94 646 000 (2002: R90 230 000).

Outstanding litigation

Coin Security Group (Proprietary) Limited is currently involved in a dispute over whether the terms and conditionsof employment for its employees in its assets-in-transit division should be based on the terms and conditions ofemployment for employees in the transportation sector or employees in the security sector. The case has beenheard in the CCMA and it was ruled that the employees fall within the transportation sector and should be paid inaccordance with the minimum rates applicable in this sector. A review application has been lodged in this regardwith the Labour Court.

Protea Aviation (Proprietary) Limited has been named as second defendant with KLM Royal Dutch Airlines (as firstdefendant) in a claim relating to the alleged theft of approximately $9,65 million in foreign currency andvaluable cargo during an alleged robbery which took place at Johannesburg International Airport in December2001. Investigations carried out to date indicate that the group is not likely to incur any liability in respect of thiscase. Legal opinion obtained by the group confirms the above.

Group Company

2003 2002 2003 2002

29. Uncovered foreign liabilities

Foreign currency amounts (’000)

US dollars 95 120 — —

Sterling 19 36 — —

Euros 63 11 — —

Japenese Yen 505 — — —

Hong Kong Dollars — 96 — —

Other (Rand equivalent) (R’000) 17 192 — —


30. Financial instruments

Business and credit concentration

Financial instruments which potentially subject the group to concentrations of credit risk are primarily cash, liquidinvestments, financial assets, long-term investments and trade receivables. As regards cash and liquid investmentsthe group deals with major financial institutions in South Africa. Other long-term investments are secured whereconsidered appropriate or necessary. The group’s customers are concentrated almost entirely in South Africa. Thegroup establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of specificcustomers, historical trends and other information.

Foreign currency risk

The group conducts certain transactions in various foreign currencies. As a result, it is subject to the transactionalexposure that arises from foreign exchange rate movements between the dates that foreign currency transactionsare recorded (foreign sales and purchases) and the dates upon which they are consummated (cash receipts andcash disbursements in foreign currencies). Where considered appropriate, the group hedges its foreign currencyexposure for either purchase or sale transactions using forward exchange contracts or other similar products. Inother instances the risk arising from foreign exchange rate movements is priced into the cost of goods or servicesand recovered directly from customers.

Interest rate risk

The group is exposed to interest rate risk through its cash, liquid investments, financial assets, long-terminvestments and interest-bearing borrowings. Interest rate exposure is monitored and managed by corporatetreasury. In certain circumstances the group hedges its current interest exposure using interest rate swaps.



PRINCIPAL SUBSIDIARIES


Nature of Issued Shares Details of principal subsidiary companies business capital at cost Loansat 30 June 2003 (Refer note) R’000 R’000 R’000

Services Division

Directly held

Rebserve Limited 1 # 96 064 563 351

Indirectly held

Atkins Rebserve (Proprietary) Limited 9 # — —

Coin Security Group (Proprietary) Limited 6 # — —

Contract Forwarding (Proprietary) Limited 3 61 — —

JIC Mining Services (2000) (Proprietary) Limited 9 # — —

King Pie Holdings (Proprietary) Limited 5 # — 1 500

Protea Security Services (2000) (Proprietary) Limited 6 # — —

Rebhold Distribution Services (Proprietary) Limited 7 # — 30 976

Rebhold Freight Services (2000) (Proprietary) Limited 3 # — 2 773

Rebserve Facilities Management (Proprietary) Limited 9 # — —

Rebserve Management Services (Proprietary) Limited 10 # — 435 990

Rebserve Services (Proprietary) Limited 8 # — —

Royal Food Services (Proprietary) Limited 4 1 — —

Telecommunications Facilities Management Company (Proprietary) Limited 9 # — —

Trans Global Freight (Proprietary) Limited 3 # — —

Trollope Mining Services (2000) (Proprietary) Limited 9 # — —

Wholesale Division

Directly held

Browns Cash and Carry (Proprietary) Limited 2 # — (2 578)

Other

Directly held

Jenbrooke Investments (Proprietary) Limited 11 # — 1 823

Lexshell 172 Property Holdings (Proprietary) Limited 11 # — (4 121)

Lexshell 175 Property Holdings (Proprietary) Limited 11 # — 1 095

Rebhold Management Services (Proprietary) Limited 10 # — (181 749)

96 064 849 060

The above details are given in respect of interests in subsidiaries, where material. A full list of subsidiaries is available toshareholders, on request, at the registered office of the company. All principal subsidiaries are incorporated in SouthAfrica and wholly-owned, except for Atkins Rebserve (Proprietary) Limited in which the group has an effective 55%interest, Telecommunications Facilities Management Company (Proprietary) Limited in which the group has an effective61,75% interest, and Browns Cash and Carry (Proprietary) Limited in which the group has an effective 70% interest.

Note:

1 Intermediate holding company

2 Wholesaling and distribution of consumer goods

3 Freight forwarding services

4 Contract catering services

5 Franchising

6 Security services

7 Distribution services

8 Cleaning services

9 Facilities management, professional and technical services

10 Management services

11 Property investment

# Less than R1 000


PRINCIPAL SUBSIDIARIES continued

NOTICE TO MEMBERS

Notice is hereby given that the eighth annual general meeting of members of Rebserve Holdings Limited (“Rebserve” or

“the company”) will be held in the boardroom, Rebserve House, Hunts End, 36 Wierda Road West, Wierda Valley,

Sandton at 11:00 on Friday, 16 January 2004 to conduct the following business:

1. To receive and consider the annual financial statements for the year ended 30 June 2003.

2. Re-election of directors who retire in accordance with the provisions of the company’s articles of association.

In terms of clause 53.2 of the articles of association, Messrs Levenberg and Stein retire at the forthcoming annual

general meeting, but being eligible, offer themselves for re-election.

• Mr Stephen Levenberg (46), BA, LLB, HDip Co Law (Wits), was, prior to founding Rebserve, a senior partner and

head of corporate law at Werksmans Attorneys, having gained extensive experience in corporate finance,

mergers and acquisitions, and other transactions. He has served as a director of various companies, both listed

and unlisted.

• Mr Carl Stein (48), BCom, LLB, HDip Tax Law (Wits), has been a partner of Werksmans Attorneys since 1984,

and was appointed as chairman of Werksmans in 2001. He is a non-executive director of several listed

companies and is regarded as one of South Africa’s leading corporate lawyers, specialising in mergers and

acquisitions, stock exchange and commercial transactions.

In terms of clause 53.3 of the articles of association, Messrs Dlamini, Patel and Ms Majola retire at the forthcoming

annual general meeting, but being eligible, offer themselves for re-election.

• Mr Kuseni Dlamini (35), MPhil (Oxford), has held senior appointments at De Beers in South Africa and in the

United Kingdom, including having previously been head of public affairs at De Beers. He currently holds a senior

position in respect of human resources at Anglogold.

• Ms Louisa Mojela (47), BCom (Lesotho), is currently chief executive officer of Woman Investment Portfolio

Holdings. She is a non-executive director of the Financial Services Board, and currently serves on various boards

including Ericsson South Africa, New Africa Investments and ABB Powertech Transformers.

• Mr Ramesh Patel (58), is the chairman and chief executive officer of the MLP group of companies which has

interests in a range of businesses in the financial services, tobacco, paint and plastics industries. He has also been

instrumental in the formation of several BEE groups.

3. To consider and, if deemed fit, to pass, with or without modification, the following ordinary resolution:

Ordinary resolution number 1

“Resolved that the authorised but unissued shares in the capital of the company be placed under the control of the

directors of the company to allot or issue such shares at their discretion, subject to the provisions of the Companies

Act, No 61 of 1973, as amended, and the Listings Requirements of the JSE Securities Exchange South Africa.”



NOTICE TO MEMBERS continued


“Resolved that the directors of the company be and they are hereby authorised by way of a general authority to

issue all or any of the authorised but unissued shares in the capital of the company for cash, as and when they in

their discretion deem fit subject to the Listings Requirements of the JSE Securities Exchange South Africa, which

currently provide, inter alia:

– that this authority shall be valid until the next annual general meeting of the company, provided it shall not

extend beyond 15 months from the date that this authority is given;

– that a paid press announcement giving full details, including the impact on net asset value and earnings per

share, will be published at the time of any issue of shares representing, on a cumulative basis within one year, 5%

or more of the number of the company’s shares in issue prior to any such issue;

– that issues in the aggregate in any one year shall not exceed 15% of the number of shares in the company’s

issued share capital;

– that, in determining the price at which an issue of shares may be made in terms of this authority, the maximum

discount permitted will be 10% of the weighted average traded price determined over the 30 business days prior

to the date that the price of the issue is determined or agreed by the directors. Issues at a discount greater than

10% may be undertaken subject to specific shareholder consent; and

– that any such issue will only be made to the public shareholders as defined by the JSE Securities Exchange

South Africa.”

The approval of a 75% majority of the votes cast by shareholders present or represented by proxy at this annual

general meeting is required for the authority in 4 above to become effective.

5. To consider and, if deemed fit, to pass, with or without modification, the following special resolution:

Special resolution number 1

“Resolved that, the directors of Rebserve be and are hereby authorised, by way of a general approval pursuant, inter

alia, to articles 13A and 13B of Rebserve’s articles of association to facilitate, inter alia, the acquisition by Rebserve,

or a subsidiary of Rebserve (collectively “the group”), from time to time of the issued shares of Rebserve upon such

terms and conditions and in such numbers as the directors of Rebserve may from time to time decide, but subject to

the provisions of the Companies Act, No 61 of 1973, as amended, and the Listings Requirements of the

JSE Securities Exchange South Africa (“Listings Requirements”) from time to time, which general approval shall

endure until the next annual general meeting of Rebserve; provided that it shall not extend beyond 15 months from

the date of the annual general meeting at which this special resolution is passed, it being recorded that the Listings

Requirements currently require, inter alia, in relation to a general approval of shareholders that:



1. acquisitions of securities be implemented through the order book operated by the JSE Securities Exchange South

Africa trading system and done without any prior understanding or arrangement between Rebserve and the

counterparty;

2. acquisitions in any one financial year are limited to a maximum of 20% of Rebserve’s issued share capital of the

relevant class; provided that acquisitions by subsidiaries of Rebserve are limited to a maximum of 10% of

Rebserve’s issued share capital of the relevant class;

3. an acquisition may not be made at a price more than 10% above the weighted average of the market value for

the shares in question for the five business days immediately preceding the date on which the acquisition is

agreed; and

4. a paid press announcement containing details of such acquisitions must be published as soon as Rebserve and/or

any of its subsidiaries has/have acquired shares constituting, on a cumulative basis, 3% of the number of shares

of the relevant class in issue at the date of the annual general meeting at which this special resolution is passed

(“initial number”) and for each 3% in aggregate of the initial number acquired thereafter.”

The reason for this special resolution is to obtain, and the effect thereof is to grant the company, a general approval

in terms of the Companies Act No 61 of 1973, as amended, for the acquisition by the company, or a subsidiary of

the company, of shares in the capital of the company, which general approval shall be valid until the next annual

general meeting of the company; provided that the general authority shall not extend beyond 15 months from the

date of the annual general meeting at which this special resolution is passed.

The board of directors (“board”) of Rebserve, as at the date of this notice, has stated its intention to purchase

Rebserve shares in terms of the general authority granted at the annual general meeting held on 17 January 2003. It

is, however, proposed, and the board believes it to be in the best interests of Rebserve, that shareholders pass a

special resolution granting Rebserve and its subsidiaries a further general authority to acquire Rebserve shares. Such

general authority will provide Rebserve and its subsidiaries with the flexibility, subject to the requirements of the

Companies Act and the JSE Securities Exchange South Africa, to purchase shares should it be in the interests of

Rebserve and/or its subsidiaries at any time while the general authority subsists.

After considering the effect of a purchase of the maximum number of shares which may be purchased, and subject

to any significant changes in market conditions, the board is satisfied that for a period of 12 months from the date

of this notice:

" the company and the group will be able, in the ordinary course of business, to pay their debts as they become

due;

" the assets of the company and the group, measured in accordance with the accounting policies used in the

latest audited annual financial statements, will be in excess of its consolidated liabilities;



" the issued share capital and reserves of the company and the group are adequate for their ordinary business

purposes; and

" the working capital of the company and the group will be adequate for current and foreseeable future business

requirements.

The shareholders of Rebserve are referred to the directors’ report (on pages 31 to 34), note number 28 to the

financial statements on contingent liabilities (on page 59) and the analysis of shareholders (on page 67) of the

Annual Report for information required in terms of section 11.26(b)(i) to (vii) of the Listings Requirements of the JSE

Securities Exchange South Africa.

No acquisitions shall be effected in terms of special resolution number 1 unless the sponsor of Rebserve provides a

letter to the JSE Securities Exchange South Africa on the adequacy of Rebserve’s working capital in terms of the

listings requirements of the JSE Securities Exchange South Africa.



“Resolved that any director of Rebserve be and is hereby authorised to do all such things, sign all such documents

and take all such actions as are necessary to give effect to the special and ordinary resolutions proposed at the

annual general meeting at which this ordinary resolution is proposed, if it/they is/are passed (in the case of ordinary

and special resolutions) and registered by the Registrar of Companies (in the case of special resolutions).”

By order of the board

Rebhold Management Services (Proprietary) Limited

Secretary

28 November 2003


ANALYSIS OF SHAREHOLDERSat 30 June 2003

Number of % of Number of % of

Size of holdings shareholders total shares total

1 – 10 000 1 376 84,3 1 718 647 0,9

10 001 – 50 000 84 5,2 1 926 117 1,0

50 001 – 100 000 53 3,2 3 117 295 1,6

Over 100 000 shares 119 7,3 186 967 602 96,5

1 632 100,0 193 729 661 100,0

Analysis of holdings

Insurance companies, pension funds,

corporate bodies and nominee companies 218 13,4 138 033 495 71,3

Individuals 1 414 86,6 55 696 166 28,7

1 632 100,0 193 729 661 100,0

Beneficial shareholders holding more Number % of issued

than 5% of share capital of shares share capital

Coolbay Investments (Proprietary) Limited 28 331 646 14,6

Public Investment Commissioners 19 038 769 9,8

Old Mutual plc 10 486 379 5,4

Rebhold Management Services (Proprietary) Limited 17 520 210 9,0

Number of Number % of issued

Public and non-public shareholders shareholders of shares share capital

Public shareholders 1 560 140 980 834 72,7

Non-public shareholders

Directors 5 4 704 160 2,4

Rebserve Share Incentive Scheme 1 736 403 0,4

Employees 64 1 456 408 0,8

Other 2 45 851 856 23,7

1 632 193 729 661 100,0


ADMINISTRATION

Registered officeRebserve HouseHunts End, 36 Wierda Road WestWierda ValleySandton 2196PO Box 1639, Rivonia 2128

Company registration number1995/004153/06

Share codeRBV

ISIN codeZAE 000034484

Websitewww.rebserve.co.za

Company secretaryRebhold Management Services (Proprietary) LimitedHunts End, 36 Wierda Road West, Wierda ValleySandton 2196PO Box 1639, Rivonia 2128

AuditorsFisher Hoffman PKF (Jhb) Inc

AttorneysWerksmans Inc

Transfer secretariesComputershare Limited70 Marshall Street, Johannesburg 2001PO Box 61051, Marshalltown 2107

SponsorDeutsche Securities SA (Proprietary) Limited3 Exchange Square, 87 Maude StreetSandton 2196Private Bag X9933, Sandton 2146

Bankers" The Standard Bank of South Africa Limited" Nedbank, a division of Nedcor Bank Limited" First National Bank, a division of First Rand

Bank Limited

Shareholders’ diary" Annual general meeting 16 January 2004" Interim results announcement February 2004" Audited final results and dividend

announcement August 2004" Annual dividend paid October 2004


BASTION GRAPHICS

Certain photo’s courtesy of Anglo Platinum and South African Tourism

superior southern african services - sharedata mojela is currently chief executive officer of woman...

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