NOTICE TO MEMBERS

Notice is hereby given that the fourth annual general meeting of members of Rebhold Limited will be held in the boardroom, 3rd Floor, 3 Merchant Place, 1 Fredman Drive, Sandton at 11:00 on Monday 17 January 2000 to conduct the following business:

  1. To receive and consider the annual financial statements for the year ended 30 June 1999.

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

  3. To consider and, if deemed fit, to pass, with or without modification, the following ordinary resolution: " 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, and the Rules and Requirements of the Johannesburg Stock Exchange ["JSE"].

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


    " 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 following limitations:

    - 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, whichever date is the earlier;

    - 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 10% of the number of shares of the company's issued share capital, provided further that such issues shall not in aggregate in any three year period exceed 15% of 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 average closing prices determined over the 30 days prior to either the date of the paid press announcement or, where no press announcement is required and none has been made, the date of issue of the shares. 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 public shareholders as defined by the JSE."

As more than 35% of Rebhold's issued share capital is in the hands of the public, as defined by the JSE, 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.

A member who is entitled to attend and vote at the meeting may appoint a proxy to attend, speak and vote in his stead. A proxy need not be a member of the company. Proxy forms should be forwarded to reach the company's transfer secretaries at least 24 hours before the meeting. The appointment of a proxy will not preclude a member from attending the meeting.

By order of  the board

Rebhold Management Services ( Proprietary ) Limited

Secretary
6 December 1999

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