31/08/00: Annual Report for the Year Ended 31 August 2000

31/08/00: Annual Report for the year ended 31 August 2000 CORPCAPITAL LIMITED "WE HAVE ONLY JUST BEGUN TO SCRATCH THE SURFACE OF WHAT IS POSSIBLE." STEVE BALMER, PRESIDENT OF MICROSOFT. 1

GROUP STRUCTURE AND OPERATING ACTIVITIES

FINANCIAL HIGHLIGHTS 12 months ended 31 August % 2000 1999 change Income statement Total income (R000) 415 507 287 119 45 Profit before taxation (R000) 242 109 172 721 40 Attributable profit (R000) 133 401 100 615 33 Headline earnings per share (cents) 20,6 16,1 28 Dividend per share (cents) 2,8 2,5 12 Cost to income (%) 29 27 Profit before taxation per employee 2 576 2 399 7 (R000) Balance sheet Total shareholders' equity (R000) 940 409 774 755 Ordinary shareholders' equity (R000) 576 677 461 213 ROE (Return on average ordinary shareholders' equity) (%) 26 24 Net tangible asset value per share 87,2 72,8 (cents) Other Number of employees 94 72 Share price (cents) 72 140

BOARD OF DIRECTORS * NEIL LAZARUS (42), * BENJI LIEBMANN (47), * JEFF LIEBESMAN (48),

4 * MARTIN SACKS Managing Director (30), * † ERROL GROLMAN Executive Chairman (50), †  WIM TRENGOVE (51). * Executive Director † Audit Committee  Remuneration Committee

5 "TALENT MAKES CAPITAL DANCE." J RIDDERSTRALE AND K NORDSTROM, Global Consultants and Authors of Funky Business. 6

OUR PEOPLE Alec Grant, Althea Davids, Amanda Valle, Andrew Brooking, Andrew Jonker, Andrew Kinsey, Andre van Niekerk, Andrew Proctor, Angus Pringle, Ann Kruger, Anne Savage, Anthony Parsons, Ayanda Khumalo, Barry Kalkhoven, Benji Liebmann, Beryl Abrahams, Bill Bamber, Bradley Goodman, Brett Northrup, Bronwyn Bayvel, Carl Nicholson, Charlotte Postma, Clifford Reynolds, Colin Anderson, Colin Gottlieb, Craig Katz, Dalene Pietersen, Daryl Paynter, David Herr, David Leibowitz, David Butler, David Shorrock, Debbie Ruxton, Debra Zietsman, Diana Buys, Errol Grolman, Fergus Lee, Francois Fouche, Gary Itzikowitz, Gary Wild, Glenda Jones, Graeme van der Walt, Graham Croock, Hannah Stegmann, Howard Talpert, Jaco Uys, Jacob Motsoai, Jade Hamburger, Jeff Liebesman, Jerry de Bruin, Johan Testa, Jonathan Welham, Juliette Brown, Kerry Gottlieb, Kevin Joselowitz, Kim Kerr, Kingsley Maesela, Krushika Lalloobhai, Leon Sanderson, Leretia Steenkamp, Lesley Wainer, Leisel Friend, Loraine Navarro, Lorna Andrews, Marc Wainer, Marcelle Batista, Martin Sacks, Mavis Mchunu, Merilyn Kron, Michael Berman, Mike Honiball, Natalie Pestana, Neil Lazarus, Neil Phillips, Nicky Attenborough, Nicola White, Nicole Durell, Nilan Morar, Paul Dalla Torre, Peter Penhall, Peter Friedman, Raneetha Hiralal, Raymond Munitz, Rex Mphala, Richard Behr, Rick Natt, Ronel Judin, Rosemary Mdawu, Ruth Credo, Shane Kidd, Sharon Kotze, Shirley Hershowitz, Suzette Liebenberg, Tanya Gates, Temi Chidi Ofong, Trevor Bossert, Venetia Anthony, Walter Kunene, Warren Lawlor, Wayne Kaplan, WeIna Croucamp, Wim Trengove, Wolf Cesman, Zelda Pringle.

EXECUTIVE REVIEW In its second year of operation, Corpcapital has again delivered pleasing results with strong earnings growth and the further development of a base for sustainable long–term growth. Operating conditions during the year were difficult, particularly due to a fall in confidence in A2 financial institutions, volatile markets and the down–rating of small to mid–sized capitalisation shares. Notwithstanding these factors, Corpcapital performed strongly, meeting all key financial and business targets. Profit before taxation of R242 million increased by 40%. Attributable profit grew by 33% to R133 million. Headline earnings per share of 20,6 cents increased by 28% from 16,1 cents. Annuity and predictable income sources comprised 47% of total income. Ordinary shareholders' equity increased to R577 million with total shareholders' equity of R940 million. Net tangible asset value per share increased to 87,2 cents. ROE increased from 24% to 26% with a cost to income ratio of 29%. Profit before taxation per employee was R2,6 million. A cash dividend of 2,8 cents per share was declared. Growth has been entirely organic, driven by the recognition and exploitation of the group's core competencies. APPOINTMENTS. The group management structure was enhanced by the appointment of Martin Sacks as Managing Director of Corpcapital and Barry Kalkhoven as Managing Director of Corpcapital Bank. REVIEW. The areas of activity undertaken directly by Corpcapital comprise: Proprietary Investments. Corporate Finance & Transaction Support Services. Private Equity Funds Management (since September 2000). and through Corpcapital Bank: Treasury & Structured Financial Products. Property Asset Management & Finance. Specialised Finance. Proprietary investment activities continued to make a significant contribution to earnings despite soft local equity markets. The division focused on working its existing investments harder and taking advantage of select well– priced opportunities. The inherent quality and geographic and industry sector diversity of investments enabled the division to outperform its peers. Investments in the new economy and with global reach performed particularly well. Corpcapital continues to add value to its various investments where its

8 depth of business experience, strategic, operational, financial and corporate governance expertise contribute to superior sustained performance. The newly established Corporate Finance division surpassed all reasonable expectations – both as to its financial contribution and its integration into all areas of group activity. In September 2000 a Private Equity Funds Management division was launched with the objective of providing an accessible pool of capital to take advantage of the group's extensive deal flow, and enhance the predictability of income. The pro–active direction of Corpcapital's interest in Corpcapital Bank remains a key commitment of management in order to extract optimum returns for all of the Banks stakeholders – particularly in view of the trying conditions under which the Bank, along with all other A2 rated banks, has operated during the past year. The Treasury & Structured Financial Products division was particularly struck by the adverse market conditions. It nevertheless launched a number of innovative products into the market, many of these in collaboration with Corporate Finance. Property Asset Management & Finance performed exceptionally well. Its successful listing on the JSE of Redefine Income Fund has altered the nature of the property investment industry, stimulating a wide interest in the sector. The Specialised Finance division continued to develop its high margin specialised lending activities. Growth in all areas has been entirely organic, driven by the application of the group's philosophies and operating cultures and through the strategic strengthening of Corpcapital's image and reputation in the market. A corporate advertising campaign, directed at gaining brand recognition for both Corpcapital and Corpcapital Bank, has been introduced with measurable success. The campaign has been extended to successful product–specific messages for Corpcapital Bank. During the year the group concentrated significant effort on the successful development of key group support services, incorporating risk management, finance and administration, internal audit, information technology, human resources, e–development and marketing. This foundation forms the backbone of the group's future growth.

9 "WHERE DO GOOD NEW IDEAS COME FROM? 'THAT'S SIMPLE! FROM DIFFERENCES. CREATIVITY COMES FROM UNLIKELY JUXTAPOSITIONS. THE BEST WAY TO MAXIMISE DIFFERENCES IS TO MIX AGES, CULTURES AND DISCIPLINES." NICHOLAS NEGROPONTE, Co–founder and director of the MIT Media Laboratory.

10 A group–wide philosophy to employ the best people in every area of operation and to foster excellence and innovation continues to provide a competitive advantage. Corpcapital's operating imperatives include: a commitment to agility, diversity and learning; not to be encumbered by convention and hierarchy, thereby building teams operating without bureaucracy but within the constraints of strict financial and quality controls. The focus of the group's activities is on low volume, high intellectual input, premium–priced transactions. Risk and opportunity is managed through the integration of assets and liabilities, while value is added to all transactions through the application of experienced financial and business expertise. Seamless integration between all group activities provides a platform for leveraging the skills base within the group and enables a culture of rapid reaction and quick decision–making – all of which add enormous value to the range and quality of investment activities, financial services and products offered to clients. INTELLECTUAL CAPITAL. Cognisant of the invaluable role played by its people, the group continues to recruit and develop highly skilled and experienced people and teams. Good progress has been made in this regard. The group's employment philosophy and remuneration structure, aimed at retaining its executives and their support personnel, is proving successful. There have been no losses at senior level and the group is considered a preferred employer in its sector. BALANCE OF EARNINGS. In keeping with group strategy, the areas of activity and investments within Corpcapital are diversified to ensure that the aggregate income is balanced as to predictability, complexity, risk and reward – providing the platform for long–term above–average income growth. RISK MANAGEMENT. The implementation of leading edge technology and systems has progressed the risk management function. The process is enhanced by forums to identify, understand, quantify, limit, price, accept, monitor and manage risk through research and debate. PROSPECTS. Corpcapital is well positioned to offer flexible, integrated multi–disciplinary services in a creative business environment. Its investment strategies and services are appropriately diversified and subjected to strong financial and operational controls within strictly defined and monitored risk management parameters. We intend to continue delivering sustained real growth in earnings. ACKNOWLEDGMENTS. Our thanks and appreciation go to our valued clients and business associates as well as to the directors, management and staff for their dedication, effort and commitment throughout this challenging but rewarding year.

OPERATIONAL REVIEW PROPRIETARY INVESTMENTS. The Proprietary Investments division continues to concentrate its efforts on investments where it is able to add value through its general business experience, professional expertise, strategic vision, market knowledge and financial discipline. The division's current portfolio includes significant minority interests in both listed and unlisted entities – across a diverse range of industries operating locally and abroad. The down–rating of small to mid–sized capitalisation shares impacted negatively on certain of the division's holdings. Nevertheless, the geographic and industry sector diversity of the division's investments enabled it to perform strongly. Deal flow has remained buoyant, ranging from new economy venture capital opportunities through industry consolidations, rationalisations and value opportunities in listed companies to LBOs and MBOs. During the year the division's research capability was enhanced to ensure continued quality deal origination. In addition, the division concentrated on expanding and enhancing relationships with equity and debt capital providers. Among the operating highlights of the year were: Aqua Online – development of early stage and start–up private equity holdings, including successful third party capital raising, to successful listed global group. Onelogix – conceptualisation together with premier industry management, sourcing and conversion of appropriate acquisitions, initial funding and listing. Investments in venture capital Internet businesses. Forza Limited – acquired minority stake and assisted with tightening of strategic focus, financial disciplines and acquisitions. Netainment – further development of successful early stage venture capital investment into a leading international online gaming and leisure group. Sale of the Securedata Trend Business to ERP.com Corpcapital has emerged as a preferred investment partner. Our proven model of partnering outstanding entrepreneurs and blending their passion, enthusiasm, industry expertise and entrepreneurship with our business experience and our strategic, operational, financial and corporate governance expertise resulted in the further development of exciting groups in fast–growing industries. With corporate governance and profit warning crises reported virtually every day in the small cap sector, we sought to bring a discipline and focus to our investments that would enable them, notwithstanding extremely difficult trading conditions, to outperform their peers. By way of example, Servest recently reported a 25% growth in headline earnings per share, Aqua Online results were 40% above its pre–listing forecast, and Forza met its forecasts. Our unlisted investments have performed equally well. Infinex, our emerging financial services group, continued to grow strongly, fast becoming a major niche player in its sector.

12 Our selective forays into the new economy have been particularly exciting, with notable successes locally and internationally. We will continue to leverage our increasing experience and knowledge in this area. Heading into our third year of operation, the focus for Corpcapital Investments is on continuing to add value where appropriate, seeking new opportunities and on creating liquidity events for our existing investments. We are constantly assessing our value add, and in line with our focus on liquidity events, will introduce other investment partners when appropriate. Our services and experience are in high demand. We will continue to increase our capacity to service an ever increasing pool of businesses, entrepreneurs and investors, both private and institutional, who wish to partner us. CORPORATE FINANCE. The Corporate Finance division has made excellent progress since its inception on 1 October 1999, characterised by steady deal flow and enhanced functional capabilities. The division has grown from 4 to 11 professionals, with revenue and profits exceeding budgets. Reflecting the changing orientation of corporate finance transactions towards matters requiring high–level legal expertise, the division's operating capacity comprises senior personnel from the legal community who provide invaluable high–level structuring and transaction support. These skills have been married to the group's existing financial skills which have been expanded through the division's new appointments of professional financial personnel. Coupled with the group's business experience, the division is equipped to offer a one–stop facility which is efficient and cohesive. Importantly, the broadened skills base caters for the growing requirements of governance, regulatory, statutory and other compliance needs which characterise the increasing sophistication of the South African economy. Corpcapital has successfully leveraged these skills by applying the seamless integration approach favoured by the group. The division has worked closely with other business units within the group to develop innovative products for the South African market – including the establishment of Stripco Limited (rated AAA), whose bonds are listed on the Bond Exchange of South Africa; and SATRIX 40, in collaboration with the Johannesburg Stock Exchange and Gensec, the first index tracking security listed on the JSE. The concomitant growth in the division's reputation has resulted in a swing away from the greater proportion of corporate finance work being initiated by Corpcapital's investment banking division. There has been a pleasing increase in the volume and value of corporate finance work from external sources. The period under review witnessed the corporate finance division advising on: Four JSE listings. One unlisted public capital–raising exercise. Numerous significant merger and acquisition transactions – locally, in the UK and Australia.

13 "THE SIGNIFICANT PROBLEMS WE FACE CANNOT BE SOLVED AT THE SAME LEVEL OF THINKING WE WERE AT WHEN WE CREATED THEM." ALBERT EINSTEIN.

14 A focus on cross–border transactions has been particularly successful and will be pursued more aggressively in the future. The division is budgeting for substantial growth in income for the year ahead. A business model, which provides both sustained future growth in corporate finance and transaction support services, increased M&A activity, as well as the development of innovative financial products, is evolving in support of this ambition. CORPCAPITAL BANK. Notwithstanding adverse conditions, Corpcapital Bank continued to perform strongly during the year under review. TREASURY & STRUCTURED FINANCIAL PRODUCTS. The Treasury & Structured Financial Products division has been challenged by the prevailing investor reluctance to place deposits with A2 financial institutions. Attention has therefore been focused on developing innovative, alternative products, including Equity Linked Deposits, Stripco Limited and Equity Monetization, which have enjoyed increasing acceptance in the market. The division has also successfully launched "white label" structured products through joint ventures with product distributors. The most significant of these products developed in the division is South Africa's first deposit product offering guaranteed capital, interest and participation in the JSE. Developed entirely in–house, the unique product is delivered by the Internet and has been well accepted since its launch in July 2000. A limited part of the Bank's own capital continues to be allocated towards equity and related investment opportunities, in particular opportunities introduced and referred to the bank by Corpcapital and its associated companies. PROPERTY ASSET MANAGEMENT & FINANCE. Corpcapital Bank's property asset management and finance division has made great strides, starting with the listing of the multi–faceted variable loan stock company Redefine Income Fund Limited. Redefine has been awarded a Fitch–IBCA investment grade A1+ rating. Importantly, the non–traditional approach adopted by Redefine has altered the nature of the property investment industry, stimulating an uprating of the sector and improved performance of listed property investment instruments. The Property Division consults to and structures property–related projects for several top 100 companies drawing on the extensive skills and innovation of its experienced management team. SPECIALISED FINANCE. Specialised Finance continued to develop its high margin specialised lending activities, and launched a number of innovative products. 15

INCOME BALANCE

31 August 31 August Source of income 2000 % 1999 % R000 of total R000 of total Treasury, margin and other annuity income 132 815 32 171 133 60 Commissions and fees 62 095 15 11 975 4 Investing income 171 903 41 79 434 27 Trading and arbitrage profit 48 694 12 24 577 9 Total income 415 507 100 287 119 100

RISK MANAGEMENT The group continues to develop and extend its areas of activity to ensure diversified income streams which in aggregate deliver income that is balanced in terms of predictability, complexity, risk and reward. This balance is achieved by generating sufficient income from predictable low risk and consequently low return sources to cover all expenses and return a small profit. In addition to this, above average profits are generated from higher margin and consequently higher risk activities without compromising solvency or liquidity. The board of directors is responsible for managing the risk inherent in the conduct of the group's business. Under their authority the group has established forums to identify, understand, quantify, limit, price, accept and manage risk. The forums are augmented by independent risk control systems. Risk management is further supported by the group's internal audit function in managing operating risk. The risk management processes address the major risks to which the group is exposed. These risks are categorised and managed as follows: MARKET RISK. Market risk is defined as the risk that the value of on or off balance sheet positions will be adversely affected by movements in equity, interest rate and derivative markets, currency exchange rates and commodity prices. Market risk exposures are quantified by performing sensitivity, stress testing and value–at–risk analyses. The sensitivity analysis measures the change in the value of the financial instruments with a set of predefined movements in interest rates, equity and commodity prices and foreign exchange rates. This approach is very conservative since it assumes an adverse change of all the market prices simultaneously. Value–At–Risk analysis predicts the worst case–loss at a specified confidence level over a certain period of time. The methodology is presently being refined for the group to provide an additional objective and independent assessment of market exposure that can be performed for the various trading portfolios as well as the market risk–related asset/liability managed portfolios. Risk management monitors market risk throughout Corpcapital by means of automated risk management systems that comply with international standards. The internal auditors have reviewed the risk management process.

17 Corpcapital's risk management function plays a fundamental role in defining a comprehensive set of limits to ensure that the calculated risk exposures remain within the agreed risk limits approved by the board of directors. Fundamental to the approach to market risk is that the group's capital remains intact and that only limited profits are at risk. CREDIT RISK. Credit risk is the risk of counterparties defaulting on their financial obligations thereby causing a material loss. This includes losses arising through both on and off balance sheet lending decisions. This risk is managed through policies established by the board of directors and administered by the Group Credit Committee. This committee approves all facilities in excess of 5% of the group's capital and reserves. The function of credit risk is to analyse the different market sectors and players in these markets with respect to credit risk. It also reviews other large exposures, risk profiles, levels of provisions, risk parameters and compliance with prudential criteria. All credit–related decisions are implemented through the Group Credit Function. The Group Credit Function is currently investigating the implementation of a credit scoring/rating system, which will significantly improve the consistency, and efficiency of its operations. Credit allocation to potential counterparties and clients by this proposed credit rating system will be based on external criteria and will place significant reliance on external ratings. LIQUIDITY RISK. Liquidity risk is the risk of the group not being able to meet a financial or settlement obligation as a result of unmatched assets and liabilities. The group's Asset and Liability Management Committee has established policies with regard to liquidity risk, and, assisted by automated risk management systems, monitors this risk on a ongoing basis. The committee has adopted a prudent approach with regard to liquidity, and accordingly the group is not exposed to the risk of unmatched assets and liabilities.

18 OPERATIONAL RISK. Operational risk is the risk of direct or indirect loss resulting from inadequate or failed internal processes, people and systems or from direct external threats. Effective operational risk management enhances and protects shareholder value, specifically against unexpected or unwanted events. The management of operational risk is based on a system of internal controls. This system includes a documented organisational structure with policies, procedures and reasonable segregation of duties that are communicated throughout the group. It is founded on a charter of employment, which aims to foster and further a sound ethical climate. The careful selection, training and development of staff contribute to a culture of monitoring and controlling risk. Stringent controls and procedures have been implemented to provide assurance that those transactions, records and management information are complete, valid and accurate, and that business objectives will be achieved; as well as to ensure that the operational integrity of the business remains intact. These controls and procedures are reviewed and evaluated on a regular basis by the internal audit function. Group Internal Audit independently monitors the adequacy, appropriateness and effectiveness of these internal controls on a continuous basis and reports its findings to executive management, management and the Audit Committee. Where cost effective, the group maintains insurance cover as an additional safeguard against material loss due to operational risk.

CORPORATE GOVERNANCE Corpcapital Limited is committed to the principles of openness, integrity and accountability as advocated in the King Report on Corporate Governance and subscribes to its Code of Corporate Practices and Conduct. The directors endorse the objective of conducting the affairs of the group in accordance with the highest standards of corporate practice. BOARD OF DIRECTORS. The board of directors of Corpcapital comprises five executive directors and one non–executive director and convenes at least quarterly. The board is responsible to the shareholders for the proper management of Corpcapital, and as such is involved in all decisions that are material to the group. All directors have access to the advice and services of the company secretary and are entitled, at the company's expense, to seek professional advice about the affairs of the group. The directors believe that the group has adequate resources to continue as a going concern in the year ahead and the financial statements have therefore been prepared on this basis. Details of the board and subcommittees are set out on pages 4 and 5 of this report. AUDIT COMMITTEE. The audit committee, comprising two executive directors and one non–executive director, meets at least three times a year with the group's external auditors, internal auditors (KPMG), the in– house internal audit manager and the executive managers to review accounting, auditing, financial reporting and internal control matters. REMUNERATION COMMITTEE. The remuneration committee, comprising one non–executive director and one executive director, is responsible for determining the remuneration and terms of employment of the company's directors and senior management. The committee further institutes and approves updates of the human resources policies in line with the Basic Conditions of Employment Act and the Labour Relations Act. EQUAL OPPORTUNITY. Corpcapital is committed to the principle of equal opportunity employment within the group. MANAGEMENT REPORTING. The group has established comprehensive management reporting disciplines which include the preparation of annual budgets by all operating units. Monthly results and the financial position and cash flows of operating units are reported against approved budgets and compared to the prior year. Profit and cash flow forecasts are reviewed regularly.

20 INTERNAL AUDIT AND CONTROLS. The group maintains internal controls and systems designed to provide reasonable assurance as to the integrity and reliability of the financial statements and to adequately safeguard and maintain accountability for assets. The internal audit function is headed by a dedicated internal audit manager, who with the services of KPMG, provides assurances to the board of directors and the audit committee regarding the effectiveness of the internal, financial and operational controls. The internal audit function performs regular independent reviews and appraisals of systems and controls. The function operates with the full authority of the group audit committees. The internal, financial and operating controls are designed to provide assurance regarding: the safeguarding of assets against loss or unauthorised use; compliance with statutory laws and regulations; the maintenance of proper accounting records and the adequacy and reliability of financial information. The board of directors acknowledges its ultimate responsibility for the systems of internal, financial and operating controls and the monitoring of their effectiveness. These systems are designed to provide reasonable assurance against material misstatement and loss. The external auditors, through the audit work they perform, confirm that necessary controls and systems are being effectively applied. COMPLIANCE. The compliance function works together with risk management and internal audit to ensure regulatory and legal compliance and best practice. CODE OF CONDUCT. Directors and employees are required to maintain the highest ethical standards to ensure that business practices are conducted in a manner which is beyond reproach. CAPITAL ADEQUACY. Corpcapital Bank Limited is a registered bank, and its holding company, Corpcapital Bank Controlling Company Limited, a registered bank controlling company. The capital adequacy of the Corpcapital Bank Controlling Company Limited group is calculated in terms of Banks Act requirements. At 31 August 2000, qualifying capital as a percentage of risk–weighted assets was 73%, well in excess of the regulatory requirement of 15% applicable to the group.

21 "THE GREATEST DANGER FOR MOST OF US IS NOT THAT OUR AIM IS TOO HIGH AND WE MISS IT, BUT THAT IT IS TOO LOW AND WE REACH IT." MICHELANGELO.

ANNUAL FINANCIAL STATEMENTS

DIRECTORS' RESPONSIBILITY FOR FINANCIAL REPORTING The directors of Corpcapital are responsible for the preparation and integrity of the financial statements and other financial information included in this annual report. The independent auditors are responsible for reporting on the financial statements. Corpcapital is committed to achieving comprehensive and responsible reporting in order to facilitate the measurement of the group's performance in relation to the risks inherent in the industries in which it operates and to comparable entities. In line with this policy, in preparing the financial statements, generally accepted accounting practice and Johannesburg Stock Exchange requirements have been followed, suitable accounting policies have been used, and reasonable and prudent estimates have been made where required. To help meet its responsibility with respect to financial information, the group maintains a system of internal controls designed to provide reasonable assurance that assets are safeguarded and transactions and events properly recorded. The directors believe that the group has adequate resources to continue as a going concern in the year ahead and the financial statements have therefore been prepared on this basis. The financial statements for the financial year ended 31 August 2000 which are set out on pages 26 to 49 were approved by the board and have been signed on its behalf by: ERROL GROLMAN Executive Chairman MARTIN SACKS Managing Director 17 November 2000 24

REPORT OF THE INDEPENDENT AUDITORS To the members of CORPCAPITAL LIMITED We have audited the annual financial statements and group annual financial statements of Corpcapital Limited set out on pages 26 to 49 for the year ended 31 August 2000. These financial statements are the responsibility of the companies' 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 the group at 31 August 2000 and the results of their operations and cash flows for the year then ended in accordance with Generally Accepted Accounting Practice, and in the manner required by the Companies Act. FISHER HOFFMAN SITHOLE (JHB) INC. Chartered Accountants (SA) Registered Accountants and Auditors Johannesburg 17 November 2000

DIRECTORS' REPORT The directors have pleasure in presenting their report for the year ended 31 August 2000. NATURE OF BUSINESS. The group's activities are detailed in the executive review and the operational review. FINANCIAL RESULTS. The results of the group's operations are set out in the financial statements. Commentary thereon is contained in the executive review and the operational review. SHARE CAPITAL. The authorised ordinary share capital of the company consists of 5 000 000 000 ordinary shares of 1 cent each. 35 773 111 shares were issued during the year under review. As at 31 August 2000 there were 643 648 954 ordinary shares in issue. The company's unissued shares have been placed under the control of the directors until the forthcoming annual general meeting. HOLDING COMPANY. Corpgro Limited held 58% of the company's issued and to be issued share capital as at 31 August 2000. SUBSIDIARIES. Details of subsidiaries are set out on pages 48 and 49. DIVIDEND. The directors have resolved to pay a cash dividend of 2,8 cents per share to ordinary shareholders registered in the books of the company at the close of business on Friday, 10 November 2000. Payment of the cash dividend will be made by cheque or bank transfer on or about Friday, 17 November 2000. EMPLOYEE SHARE INCENTIVE SCHEME. Options to acquire 54 714 900 shares were granted to employees during the financial year. Options to acquire 59 814 900 shares were outstanding (1999: 5 100 00) and 36 732 443 shares were available for allocation in terms of the scheme at 31 August 2000. DIRECTORS. The directors at the date of this report are: E Grolman (Chairman), J M Liebesman, G B Liebmann, M H Sacks, N N Lazarus, and W H Trengove who was appointed during the course of the year. In terms of the articles of association, G B Liebmann and W H Trengove retire at the forthcoming annual general meeting and, being eligible, offer themselves for re–election.

26 DIRECTORS' SHAREHOLDINGS. The directors had aggregate direct and indirect interests in 18 907 000 shares (2,9%) (1999: 17 707 000 shares (2,9%)) at 31 August 2000. Save for Errol Grolman, who has an indirect interest in 1,4% of the aggregate issued shares of the company, no director of Corpcapital Limited holds a direct or indirect interest in excess of 1% of the issued shares. The directors of Corpcapital Limited have no non–beneficial interests in the company's shares. Except for the purchase by E Grolman of 1 550 000 shares, there have been no changes in directors' shareholdings between 31 August 2000 and the date of this report. SPECIAL RESOLUTIONS. During the year the company passed a special resolution to afford directors general authority to effect buyback of the company's shares on the JSE. DECLARATION BY THE COMPANY SECRETARY. We declare that, to the best of our knowledge, the company has lodged with the Registrar of Companies all such returns as are required of a public company in terms of the Companies Act and that all such returns are true, correct and up to date. CORPGRO MANAGEMENT SERVICES (PTY) LIMITED Company Secretary 17 November 2000

PRINCIPAL ACCOUNTING POLICIES The financial statements have been prepared in accordance with the historic cost convention, except for the revaluation of investments other than subsidiaries and associates to fair value. They incorporate the principal accounting policies set out below, which have been applied on a consistent basis except for the adoption of the revised accounting statement for provisions (AC 130) (the effects of which are set out in note 23 on the financial statements), and conform with Generally Accepted Accounting Practice in South Africa. BASIS OF CONSOLIDATION. The group financial statements consolidate the financial statements of the company and its subsidiaries, excluding subsidiaries where control is of a temporary nature. Results of subsidiaries acquired or disposed of during the year are included from or to the effective dates of acquisition or disposal. The excess of the purchase consideration over the attributable fair value of identifiable net assets acquired is recognised as goodwill. Goodwill is written off against the share premium account. Inter–group balances and interest are eliminated on consolidation. Other arms length transactions with group companies are not eliminated. INVESTMENTS AND TRADING ASSETS. Equity investments, excluding subsidiary and associated companies, are revalued to fair value. Fair values of listed investments are based on market values, allowing for market depth and liquidity where appropriate. Fair values of unlisted investments are based on discounted cash flow and/or discounted earnings valuation models. Interest bearing securities are revalued to market value. Securities sold under sale and repurchase agreements are included in investments and trading assets and the counterparty liability is included under liabilities in the balance sheet. Securities purchased under agreements to resell are included in advances. The net surplus or deficit on the revaluation of equity investments and interest bearing securities is included in income. 28 DERIVATIVES. Derivative instruments not designated as hedges are revalued to fair value based on market value, which includes provision for market risk where bid/offer spreads for long–dated derivatives are considered to be significant. The net surplus or deficit on the revaluation of such derivative instruments is included in income. Profits and losses related to derivative instruments that are designated as hedges are recognised on the same basis as the hedged asset or liability. OFFSETTING. Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to set off the amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously. SPECIFIC AND GENERAL PROVISIONS FOR BAD OR DOUBTFUL DEBTS. Specific provisions for bad and doubtful debts are made against identified doubtful advances, including interest that is not serviced, and deducted from advances. A general provision for doubtful debts is maintained to cover potential losses that, although not specifically identified, may be present in the group's portfolio of advances. Specific and general provisions made during the period are charged against income. ASSOCIATES. An associate is an entity in which the group has a long–term interest and over which it has the ability to exercise significant influence but not control. Results of associates are included from the effective dates of acquisition using the equity method.

29 The group's share of associates' earnings is based on: Listed companies. The latest available audited annual financial statements, or interim results where the financial year–end of the company is more than six months prior to 31 August. Unlisted companies. The latest available audited annual financial statements and, where such financial statements are not available for the period ended 31 August, unaudited management financial statements. PROPERTY AND EQUIPMENT. Property and equipment are stated at cost to the group and depreciated on the straight–line basis over their estimated useful lives. The annual depreciation rates applied to categories of property and equipment are: Office equipment and furniture 16,7% to 20% Computer equipment 33,3% Vehicles 20% to 25%

DEFERRED TAXATION. Deferred taxation is provided for all temporary differences arising between the tax bases of assets and liabilities and their accounting carrying values. Deferred taxation is calculated at current tax rates using the liability method.

30 REVENUES. Interest received and annuity product income is recognised using effective yields on underlying securities. Unrealised investing income and trading and arbitrage profit are recognised as set out above under investments and trading assets and under derivatives. Commissions and fees include fees earned from providing advisory services and the arranging of financing for clients, and are recognised as revenue when the related services are performed. Investing, trading and fee income is disclosed net of income based profit share agreements. FOREIGN CURRENCIES. Transactions in foreign currencies are converted into South African currency at the exchange rate ruling at the transaction date. Foreign currency assets and liabilities, including foreign currency trading positions, are translated using exchange rates ruling at the balance sheet date. Exchange differences are included in income. RETIREMENT BENEFITS. It is the policy of the group to provide pension and provident funds, which are defined contribution funds independent of the group, for employees. The group's portion of contributions to funds is charged against profits when incurred.

BALANCE SHEET at 31 August GROUP COMPANY 2000 1999 2000 1999 Note R000 R000 R000 R000 Assets Cash and short–term funds 1 408 839 496 257 – – Investments and trading assets 2 1 178 603 2 129 132 – – Debtors, prepayments and deferred expenses 54 600 16 196 – – Advances 3 284 412 206 203 7 614 7 621 Subsidiaries 4 – – 372 663 373 411 Associate 5 229 225 82 034 – – Property and equipment 6 43 170 5 492 – – 2 198 849 2 935 314 380 277 381 032 Equity and liabilities Equity Share capital 7 6 611 6 332 6 611 6 332 Share premium 8 327 489 345 705 327 489 345 705 Accumulated profit 242 233 108 832 18 920 12 320 General reserves 9 344 344 344 344 Ordinary shareholders' funds 576 677 461 213 353 364 364 701 Minority shareholders' interest 363 732 313 542 – – Total shareholders' equity 940 409 774 755 353 364 364 701 Compulsorily convertible loan 10 304 115 304 115 Total capital employed 1 244 524 1 078 870 353 364 364 701 Liabilities Deferred taxation 11 73 853 22 726 – – Convertible loan interest 10 127 339 51 260 – – Interest–bearing debt 12 32 911 – 26 032 – Deposits 13 433 739 273 523 – – Repurchase agreements 135 497 1 370 916 – – Creditors and provisions 150 936 87 050 584 703 Taxation 50 17 797 297 109 Shareholders for dividend 14 – 33 172 – 15 519 2 198 849 2 935 314 380 277 381 032 Net tangible asset value per share (cents) 87,2 72,8 Shares in issue and to be issued (000) 661 091 633 214

INCOME STATEMENT GROUP COMPANY 12 months 14 months 12 months 14 months 31 August 3 1 August 31 August 31 August 2000 1999 2000 1999 Note R000 R000 R000 R000 Interest received 15 73 363 152 429 1 181 491 Interest paid 16 40 783 18 311 – 14 Net interest income 32 580 134 118 1 181 477 Investing, trading and fee income 17 361 861 176 637 6 785 16 961 Equity accounted income 21 066 10 031 – – Non–interest income 382 927 186 668 6 785 16 961 Total income 415 507 320 786 7 966 17 438 Convertible loan interest 76 354 51 260 – – 339 153 269 526 7 966 17 438 Operating expenses 18 94 844 65 093 1 036 872 Bad and doubtful debts expense 2 200 3 170 – – Profit before taxation 242 109 201 263 6 930 16 566 Taxation 19 51 457 40 037 330 165 Profit after taxation 190 652 161 226 6 600 16 401 Attributable to minority shareholders 57 251 48 198 – – Attributable profit 133 401 113 028 6 600 16 401 Earnings per share (cents) 20 20,6 18,1 Headline earnings per share (cents) 20 20,6 18,1 Dividend per share (cents) 2,8 2,5 Weighted average shares in issue and to be issued (000) 648 747 625 812

CASH FLOW STATEMENT GROUP COMPANY 12 months 14 months 12 months 14 months 31 August 31 August 31 August 31 August 2000 1999 2000 1999 Note R000 R000 R000 R000 Operating activities 50 758 (347 533) (8 850) (92) Cash generated from operations 21 137 924 126 838 6 930 (395) Taxation paid (18 077) (242) (142) (242) Dividends paid (40 233) – (15 519) – Movements in: Investments and trading assets 1 060 553 (1 989 427) – – Debtors and prepayments (38 404) (30 588) – – Advances (39 688) (165 529) – – Repurchase agreements (1 235 419) 1 370 916 – – Deposits 160 216 273 523 – – Creditors and provisions 63 886 66 976 (119) 545 Investing activities (243 009) (106 834) (28 722) (596 036) Net additions to property and equipment 22 (40 197) (4 941) – – Business combinations (13 780) – – – Investment in subsidiaries – – (28 729) (588 415) Investment in associates (147 191) (72 003) – – Advances to share trusts (41 841) (29 890) 7 (7 621) Financing activities 104 833 937 997 37 572 583 501 Share issues (4 157) 582 622 11 540 583 501 Raising of convertible loan – 304 115 – – Raising of interest–bearing debt 32 911 – 26 032 – Convertible loan interest 76 079 51 260 – – Net change in cash and short–term funds (87 418) 483 630 – (12 627) Opening cash and short–term funds 496 257 12 627 – 12 627 Closing cash and short–term funds 408 839 496 257 – –

STATEMENT OF CHANGES IN EQUITY GROUP COMPANY 12 months 14 months 12 months 14 months 31 August 31 August 31 August 31 August 2000 1999 2000 1999 R000 R000 R000 R000 Share capital At the beginning of the year 6 332 500 6 332 500 Shares issued and to be issued 279 5 832 279 5 832 At the end of the year 6 611 6 332 6 611 6 332 Share premium At the beginning of the year 345 705 – 345 705 – Shares issued and to be issued 11 326 581 148 11 326 581 148 Share issue expenses (65) (3 479) (65) (3 479) Goodwill written off (29 477) (231 964) (29 477) (231 964) At the end of the year 327 489 345 705 327 489 345 705 Accumulated profit At the beginning of the year 108 832 11 438 12 320 11 438 Attributable profit 133 401 113 028 6 600 16 401 Dividend – (15 519) – (15 519) Reclassification of subsidiary as an investment – (115) – – At the end of the year 242 233 108 832 18 920 12 320 General reserves At the beginning of the year 344 344 344 344 At the end of the year 344 344 344 344

NOTES TO THE FINANCIAL STATEMENTS GROUP COMPANY 2000 1999 2000 1999 R000 R000 R000 R000 1. Cash and short–term funds Cash 10 582 994 Balances with central bank 43 516 36 663 Balances with other banks 143 087 427 911 Money market placements 211 654 – Other short–term funds – 30 689 408 839 496 257 2. Investments and trading assets Listed equities 255 841 159 329 Unlisted 672 042 598 887 Cumulative, redeemable preference shares 443 422 375 985 Other equities 228 620 98 765 Credit–linked notes – 124 137 RSA interest–bearing treasury securities 248 574 1 370 916 Other assets 2 146 – 1 178 603 2 129 132 RSA treasury securities of R135 million (1999: R1 371 million) are subject to repurchase agreements. Analysis Held to maturity 443 422 375 985 Available for sale 477 290 382 231 Trading 257 891 1 370 916 1 178 603 2 129 132 The preference shares are redeemable within a five–year period and yield semi–annual dividends at a rate of 17,5% per annum. See pages 48 and 49 for details of the non–consolidated subsidiaries included in investments and trading assets.

36 GROUP COMPANY 2000 1999 2000 1999 R000 R000 R000 R000 3. Advances Corporate loans 219 171 179 483 – – Secured 153 787 103 912 – – Unsecured 65 384 75 571 – – Share trusts 71 731 29 890 7 614 7 621 290 902 209 373 7 614 7 621 General provision for doubtful debts 6 490 3 170 – – 284 412 206 203 7 614 7 621 Maturity analysis On demand to one month – 33 264 – – One month to one year 159 180 66 865 – – One year to five years 131 722 109 244 7 614 7 621 290 902 209 373 7 614 7 621 During the year amounts, of a maximum of R32,9 million (1999: R64,5 million), were advanced by Corpcapital Investments (Pty) Limited, a wholly owned subsidiary of Corpcapital Limited, to Corpgro Management Services (Pty) Limited, a wholly–owned subsidiary of Corpgro Limited, bearing interest at Corpcapital Bank Limited's prime overdraft rate less 1%. There was no balance outstanding at 31 August 2000 (1999: R33,3 million). All advances have been made in South Africa. 4. Subsidiaries Shares at cost 257 234 489 198 Loans receivable 115 429 116 177 Goodwill set off – (231 964) 372 663 373 411 Details of subsidiaries are set out on page 48.

37 GROUP COMPANY 2000 1999 2000 1999 R000 R000 R000 R000 5. Associate Carrying value of shares 162 380 1 Share of post–acquisition accumulated profit – 10 031 162 380 10 032 Loans receivable 66 845 72 002 229 225 82 034 Details of the company are set out on pages 48 and 49. 6. Property and equipment Property Cost 35 213 – Equipment, furniture and vehicles 7 957 5 492 Cost 13 820 9 033 Accumulated depreciation 5 863 3 541 Net book value 43 170 5 492 Movement Balance at the beginning of the year 5 492 – Purchase of businesses – 4 092 Net additions 40 197 4 941 Property 35 213 – Equipment furniture and vehicles 4 984 4 941 Depreciation charge 2 519 3 541 Balance at the end of the year 43 170 5 492 Property comprises offices situated at 2 Arnold Road, Rosebank, Johannesburg at cost in 1999.

38 GROUP COMPANY 2000 1999 2000 1999 R000 R000 R000 R000 7. Share capital Authorised share capital 5 000 000 000 ordinary shares of 1 cent each 50 000 50 000 50 000 50 000 27 000 15% cumulative redeemable preference shares of R1 each 27 27 27 27 Issued and to be issued share capital 661 090 873 (1999: 633 213 843) ordinary shares of 1 cent each 6 611 6 332 6 611 6 332 Movement in issued share capital (thousand shares) In issue at the beginning of the year 607 876 50 000 607 876 50 000 Shares issued 35 773 557 876 35 773 557 876 In issue at the end of the year 643 649 607 876 643 649 607 876 To be issued for acquisitions 17 442 25 338 17 442 25 338 661 091 633 214 661 091 633 214 8. Share premium Share premium 327 489 577 669 327 489 577 669 Goodwill set off – (231 964) – (231 964) 327 489 345 705 327 489 345 705 9. General reserves Arising on the redemption of preference shares 27 27 27 27 Arising on the conversion of shares from no par value 317 317 317 317 344 344 344 344

39 GROUP COMPANY 2000 1999 2000 1999 R000 R000 R000 R000 10. Compulsorily convertible loan Payable by Corpcapital Bank Limited The loan is convertible into Corpcapital Bank Limited shares on 13 November 2003 in a ratio to be determined by reference to the net asset value of the company at the time of conversion. Corpcapital Bank Controlling Company Limited has purchased the conversion rights attached to the loan. The loan yields an effective interest rate of 21,44% per annum. Interest accrued on the loan is disclosed in the balance sheet under liabilities. 11. Deferred taxation Unrealised profit on restatement of investments and securities to fair value 59 941 24 547 Other temporary differences 13 912 (1 821) 73 853 22 726 Movement Balance at the beginning of the year 22 726 – Arising on purchase of business – (4 830) Income statement charge 51 127 27 556 Balance at the end of the year 73 853 22 726

40 GROUP COMPANY 2000 1999 2000 1999 R000 R000 R000 R000 12. Interest–bearing debt Average closing Secured interest rate (%) Term loan 12,15 26 032 – 26 032 – Unsecured Call loans 14,5 6 879 – – – 32 911 – 26 032 – Listed shares with a market value of R28,6 million are encumbered in favour of the secured lender. The loans are repayable within one year in South African rands. 13. Deposits Fixed and notice deposits 264 274 146 841 Demand deposits 169 465 126 682 Banks 25 500 23 392 Other 143 965 103 290 433 739 273 523 Maturity analysis On demand to one month 348 721 192 265 One month to one year 85 018 81 258 One year to five years – – 433 739 273 523 14. Shareholders for dividend Company – 15 519 – 15 519 Minority shareholders – 17 653 – – – 33 172 – 15 519 15. Interest received Cash and short–term funds 25 544 119 876 81 – Advances 42 834 32 553 – – Other 4 985 – 1 100 491 73 363 152 429 1 181 491

41 GROUP COMPANY 2000 1999 2000 1999 R000 R000 R000 R000 16. Interest paid Deposits 35 510 – – Other 5 273 18 311 – 14 40 783 18 311 – 14 17. Investing, trading and fee income Dividends 69 104 46 274 6 785 16 961 Annuity product income 10 065 2 437 – – Commissions and fees 62 095 14 755 – – Investing income 171 903 87 877 – – Trading and arbitrage profit 48 694 25 294 – – 361 861 176 637 6 785 16 961 18. Operating expenses include Auditors' remuneration 1 072 685 – – Audit fees 590 650 – – Other services 482 35 – – Directors' emoluments – – Executive directors – – – for managerial services, paid by subsidiaries 6 644 2 607 – restraint of trade considerations paid by a subsidiary to two directors upon their appointment as full–time executives – R9,1 million (amortised over 3 years) Operating lease charges 1 621 1 311 – – Property

42 GROUP COMPANY 2000 1999 2000 1999 R000 R000 R000 R000 19. Taxation Taxation charge South African normal taxation Current 330 12 481 330 165 Deferred 51 127 27 556 – – Unrealised profit on restatement of investments and securities to fair value 58 135 27 556 – – Other temporary differences (7 008) – – – 51 457 40 037 330 165 Reconciliation of rate of taxation % % % % Standard rate 30 30 30 30 Exempt income (9) (12) (31) (31) Other 0 2 6 2 Effective rate 21 20 5 1

43 GROUP COMPANY 2000 1999 2000 1999 R000 R000 R000 R000 20. Earnings per share Earnings per share and headline earnings per share are calculated by dividing headline earnings, which is equal to attributable profit, by the weighted average number of shares in issue and to be issued. There is no dilution resulting from the listed options issued by Corpcapital Bank Controlling Company Limited, the compulsorily convertible loan payable by Corpcapital Bank Limited or the Corpcapital Limited and Corpcapital Bank Controlling Company Limited options awarded in terms of employee share incentive schemes. 21. Cash generated from operations Income before taxation 242 109 201 263 6 930 16 566 Depreciation 2 519 3 541 – – Unrealised profit on restatement of investments and securities to fair value (110 024) (71 105) – – Equity accounted income – (10 031) – – Dividends accrued – – – (16 961) Provision for bad and doubtful debts 3 320 3 170 – – Cash generated from operations 137 924 126 838 6 930 (395) 22. Net additions to property and equipment Property (35 213) – Equipment, furniture and vehicles (4 984) (4 941) (40 197) (4 941)

44 GROUP COMPANY 2000 1999 2000 1999 R000 R000 R000 R000 23. Change in accounting policy During the year the group adopted the revised accounting statement (AC 130) for provisions. Accordingly no provision has been made for the 2000 final dividend declared subsequent to year end. 24. Segmental information Total income Corpcapital 148 299 133 165 Corpcapital Bank 267 208 187 621 415 507 320 786 Profit before taxation Corpcapital 114 529 112 691 Corpcapital Bank 127 580 88 572 242 109 201 263 Total assets Corpcapital 397 411 217 730 Corpcapital Bank 1 801 438 2 717 584 2 198 849 2 935 314 25. Contingent liabilities and guarantees Guarantees and letters of credit 97 962 92 432 – – Suretyship for loans to investments 22 344 15 438 22 344 15 438 120 306 107 870 22 344 15 438 26. Commitments Capital expenditure approved by the directors Contracted for – 40 000 Not contracted for 2 100 1 000 2 100 41 000

45 GROUP COMPANY 2000 1999 2000 1999 R000 R000 R000 R000 26. Commitments (continued) This capital expenditure will be financed from the groups cash resources Operating leases Property 1 410 2 784 Payable during the 12 months to 31 August 2000 – 586 31 August 2001 1 410 590 31 August 2002 – 757 31 August 2003 – 851 1 410 2 784 27. Derivatives Interest rate instruments Notional principal 1 620 000 680 000 Fair value (5 007) (12 373) Foreign exchange instruments Notional principal 9 049 40 000 Fair value (1 356) 747 Interest rate instruments include interest rate swaps, forward rate agreements and bond options. Foreign exchange instruments include FX futures, FX options and forward contracts. Notional principal represents the aggregate of outstanding contracts at year end. This figure does not give any indication of the market risk associated with the positions. Fair value represents the positive or negative cash flows which would have occurred if the rights and obligations arising from the instruments were closed out by the group at year end.

46 GROUP COMPANY 2000 1999 2000 1999 R000 R000 R000 R000 28. Related party transactions – Group profit share arrangements The achievement of seamless integrated group activities requires the inter–group deployment of resources to investments and services in compensation for which profits are shared and fees are charged by agreement, commensurate with contribution. During the year Corpgro's share of profits earned from Corpcapital's proprietary investment activities in aggregate amounted to R18 million and Corpcapital's share of profits earned by Corpcapital Bank from its investment activities in aggregate amounted to R14 million. – Sale of listed property securities to Redefine Income Fund During the year Corpcapital Bank Property Asset Management & Finance was instrumental in the establishment and listing on the JSE of Redefine Income Fund Limited, an associate, in pursuance of which Corpcapital Bank sold to Redefine, at market value of R229,5 million, its portfolio of listed property securities. –Intergroup loan Details are included in note 3 above. 29. Comparative figures Where necessary, comparative figures have been adjusted to conform with changes in presentation in the current year.

SUBSIDIARIES AND ASSOCIATES INTEREST OF HOLDING COMPANY Effective Net Issued holding Shares indebtedness ordinary capital 2000 1999 2000 1999 2000 1999 Subsidiaries R % % R000 R000 R000 R000 Corpcapital Bank Controlling Company Limited (a) 115 49 49 256 729 261 823 – 16 961 Corpcapital Bank Limited 330 49 49 – – – – Corpcapital Investments (Pty) Limited 100 100 100 505 227 375 115 429 99 216 Emeraldbrook Investments (Pty) Limited 100 49 – – – – – Total interest (note 4) 257 234 489 198 115 429 116 177 Analysis of income from subsidiaries Interest in attributable profit 113 586 133 588 Share of losses – – 133 586 113 588 (a) 7,6 million shares (6,5% of the issued shares) are ceded as security for a term loan (note 12). The nature of business of subsidiaries is detailed in the executive review. Information is set out for all material operating subsidiaries. Information in respect of other subsidiaries is available from the company secretary.

GROUP CARRYING Effective holding AMOUNT 2000 1999 2000 1999 Associate % % R000 R000 Redefine Income Fund Limited 35 – 229 225 – Carrying amount (note 5) 229 225 –

EFFECTIVE HOLDING 2000 1999 Non–consolidated subsidiaries included in investments and trading assets % % CORPCAPITAL Infinex (Pty) Limited (b) 100 100 Onelogix Limited (formerly Venmil Limited) (b) 75 82 (b) Control is of a temporary nature.

2000 1999 Additional disclosure R000 R000 Associate Redefine Income Fund Limited Net assets Property portfolio 587 025 – Listed securities portfolio 610 042 – Interest–bearing debt (641 964) – Non–interest–bearing debt (82 354) – Net current liabilities (10 244) – 462 505 – Non–consolidated subsidiaries included in investments and trading assets Infinex (Pty) Limited group (1) Net assets Deferred taxation 393 105 Property and equipment 2 776 2 699 Goodwill 47 037 72 836 Associates 39 606 1 786 Net current assets 72 551 52 803 Interest–bearing debt (111 178) (27 169) 51 185 103 060 Onelogix Limited (formerly Venmil Limited) (2) Net assets Deferred taxation 1 089 – Property and equipment 3 537 – Cash 122 186 120 854 Vendor liabilities (30 450) – Other net current assets (8 093) (2 935) Interest bearing debt (298) – 87 971 117 919 Nature of business (1) Emerging market financial products and services; and credit services. (2) Supply chain management and logistics services.

ANALYSIS OF SHAREHOLDERS AND JSE SECURITIES EXCHANGE PERFORMANCE at 31 August 2000

Shares Analysis of shareholders Shareholders % (000) % Holding company – Corpgro Limited 1 0,2 373 330 58,0 Directors 6 1,3 18 907 2,9 Other individuals 355 74,6 11 965 1,8 Institutions and other corporates 114 23,9 239 447 37,3 Total 476 100 643 649 100 1 – 999 shares 157 33,0 44 0,0 1 000 – 9 999 shares 144 30,2 495 0,1 10 000 – 99 999 shares 99 20,8 2 799 0,4 100 000 shares and over 76 16,0 640 311 99,5 Total 476 100 643 649 100 There are no beneficial holders in excess of 5% other than Corpgro Limited, as far as it is known, of the listed ordinary shares in the company at 31 August 2000.

31 August 31 August JSE Securities Exchange performance 2000 1999 Market price (cents) – Closing 72 140 – High 160 270 – Low 60 80 Closing market capitalisation (based on shares in issue) (R000) 463 427 851 026 Closing price to 12–month earnings (times) 3,5 8,7 Closing number of shares in issue and to be issued (R000) 661 091 633 214 – Shares in issue 643 649 607 876 – Shares to be issued 17 442 25 338 Volume of shares traded (000) 78 163 117 294 Total value of transactions (000) 98 591 138 290 Average price per share (cents) 126 118 Volume traded to weighted number of shares (%) 12 19 50

NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the annual general meeting of shareholders of Corpcapital Limited will be held at the offices of the company at 2 Arnold Road, Rosebank, Johannesburg on Friday, 19 January 2001 at 11:00 for the following purposes: 1. To consider the financial statements for the year ended 31 August 2000. 2. To reappoint Fisher Hoffman Sithole (Jhb) Inc as auditors and to authorise the directors to determine the remuneration of the company's auditors. 3. To transact such other business as may be transacted at an annual general meeting of a company. 4. To consider and, if deemed fit, pass, with or without modification, the special and ordinary resolutions set out below, in the manner required by the Companies Act 1973 (Act 61 of 1973), as amended ("the Act"). SPECIAL RESOLUTION NUMBER 1 Resolved that the directors be authorised pursuant inter alia to Article 13.7 of the company's Articles of Association, until this authority lapses at the next annual general meeting of the company, unless it is then renewed at the next annual general meeting of the company and provided that this authority shall not extend beyond 15 months, for the company or any subsidiary of the company to acquire shares of the company, subject to the rules and requirements of Johannesburg Stock Exchange ("JSE") on the following basis: 1. the acquisition of shares must be implemented on the open market of the JSE; 2. the number of shares which may be acquired pursuant to this authority in the financial year (which commenced 1 September 2000) may not in the aggregate exceed 20 per cent of the company's share capital, as at the date of this notice of general meeting; 3. repurchases may not be made at a price more than 10 per cent above the weighted average of the market value on the JSE of the shares in question for the five business days immediately preceding the repurchase; 4. repurchases may not take place within 40 days prior to the publication by the company of its annual or interim results or while the company is under cautionary announcement; and 5. prior to the effecting of any repurchase, the company will submit to the JSE the financial information and auditors' report required in terms of section 5.136 to section 5.140 of the JSE Listing Requirements. In accordance with the requirements of section 5.94 of the JSE Listing Requirements, the directors record that: although there is no immediate intention to effect a repurchase of securities of the company, the directors would utilise the general authority to repurchase securities as and when suitable opportunities present themselves which opportunities may require expeditious and immediate action; the directors, after considering the maximum number of securities which may be purchased and the price at which the repurchases may take place pursuant to the buyback general authority, are of the opinion that for a period of 12 months after the date of notice of this Annual General Meeting: the company will be able to pay its debts in the ordinary course of business; and the consolidated assets of the company fairly valued in accordance with generally accepted accounting practice, will be in excess of the consolidated liabilities of the company after the buyback;

51 the share capital of the company will be adequate for the purposes of the business of the company and its subsidiaries; the working capital available to the company and its subsidiaries will be adequate for the purpose of the business of the company and its subsidiaries. REASONS AND EFFECTS OF SPECIAL RESOLUTION 1. The reason for Special Resolution number 1 is to afford directors of the company a general authority to effect a buyback of the company's shares on the JSE. The effect of the resolution will be that the directors will have the authority, subject to the rules and requirements of the JSE, to effect acquisitions of the company's shares on the JSE. SPECIAL RESOLUTION NUMBER 2. Resolved that the Articles of Association of the company be amended by the insertion of the following new Article as Article 4A, and under the new heading "Share Transactions Totally Electronic (STRATE)", after the existing Article 4: "4A Notwithstanding anything to the contrary contained in the aforegoing provisions of these articles, but subject to the Act and the requirements from time to time of the Johannesburg Stock Exchange and/or any other recognised stock exchange on which the units of the company may be listed, or of any other regulatory authority controlling the issue and transfer of securities, in the event of the method of establishing the title to units and/or of transferring such units or recording such transfers is changed from time to time by any of the stock exchanges or other regulatory authority aforesaid, the provisions of these Articles relating to certificates for units or other evidence of title thereto and the transfer thereof and all matters concerning share transactions shall be deemed to be adjusted so as to – (a) conform to the requirements of the Johannesburg Stock Exchange and/or any other recognised stock exchange on which the units of the company may be listed and/or any other regulatory authority aforesaid; and (b) empower the company to conform with the duly authorised methods so adopted including the power to settle all unit transactions totally electronically or otherwise as may be so approved from time to time." REASONS AND EFFECT OF SPECIAL RESOLUTION 2. The reason for and effect of Special Resolution No. 2 is to amend the Articles of Association of the company to enable unit transactions to be settled totally electronically, particularly in anticipation of the impending introduction of Share Transactions Totally Electronic (STRATE) by the Johannesburg Stock Exchange. ORDINARY RESOLUTION NUMBER 1. Resolved that the directors be authorised pursuant inter alia to Article 3 of the company's Articles of Association, until this authority lapses at the next annual general meeting of the company, unless it is then renewed at the next annual general meeting of the company provided that it shall

52 not extend beyond 15 months, to allot and issue any ordinary shares for cash subject to the rules and requirements of the Johannesburg Stock Exchange ("JSE") on the following basis: 1. the allotment and issue of the shares must be made to persons qualifying as public shareholders and not to related parties as such terms are defined in the Listing Requirements of the JSE; 2. the number of shares issued for cash shall not in the aggregate in any one financial year exceed 10 per cent of the company's issued share capital of ordinary shares, provided that such issues shall not in the aggregate in any 36–month period (each of which commences on the first day of the financial year of the company) exceed 15% of the company's issued share capital of ordinary shares. The number of ordinary shares which may be issued shall be based on the number of ordinary shares in issue at the date of such application less any ordinary shares issued during the current financial year, provided that any ordinary shares to be issued pursuant to a rights issue (announced and irrevocable and underwritten) or acquisition (concluded up to the date of application) may be included as though they were shares in issue at the date of application; 3. the maximum discount at which ordinary shares may be issued is 10 per cent of the weighted average traded price on the JSE of those shares over 30 days prior to the date that the price of the issue is determined or agreed by the directors of the company; 4. after the company has issued shares for cash which represent, on a cumulative basis within a financial year, 5% or more of the number of shares in issue prior to that issue, the company shall publish an announcement containing full details of the issue, including the effect of the issue on net asset value and earnings per share. In terms of the Listing Requirements of the JSE a 75 per cent majority of the votes cast by shareholders present or represented by proxy at the general meeting must be cast in favour of Ordinary Resolution number 1 for it to be approved. ORDINARY RESOLUTION NUMBER 2. Resolved to approve the reduction in the share premium account of the company at 31 August 2000 by an amount of R29 476 518 so as to comprise R313 822 671, which reduction was effected by writing down the investment in subsidiaries by an amount equivalent to that portion of the investment attributable to goodwill.. ORDINARY RESOLUTION NUMBER 3. Resolved that G B Liebmann be and is hereby re–elected as a director of the company. ORDINARY RESOLUTION NUMBER 4. Resolved that W H Trengrove be and is hereby re–elected as a director of the company. ORDINARY RESOLUTION NUMBER 5. Resolved that the authorised and unissued ordinary share capital of the company be and is hereby placed under the control of the directors of the company which directors are,

53 subject to the rules and regulations of the Johannesburg Stock Exchange and the provisions of section 221 and section 222 of the Companies Act (Act 61 of 1973) as amended, authorised to allot and issue any of such shares at such time all times, to such person or persons, company or companies and upon such terms and conditions as they may determine, such authority to remain in force until the next annual general meeting of the company. ORDINARY RESOLUTION NUMBER 6. Resolved that any director of the company be and is hereby authorised to sign all such documentation and do all such things as may be necessary for or incidental to the implementation of Special Resolution number 1, Special Resolution number 2, Ordinary Resolution number 1, Ordinary Resolution number 2, Ordinary Resolution number 3 Ordinary Resolution number 4 and Ordinary Resolution number 5 and Ordinary Resolution number 6 which are passed by the members in accordance with and subject to the terms thereof. VOTING AND PROXIES. A shareholder of the company entitled to attend and vote at the general meeting is entitled to appoint one or more proxies (who need not be a shareholder of the company) to attend, vote and speak in his/her stead. On a show of hands, every shareholder of the company present in person or represented by proxy shall have one vote only. On a poll, every shareholder of the company present in person or represented by proxy shall have one vote for every share held in the company by such shareholder. A form of proxy is attached for use by shareholders who are unable to attend the general meeting. Duly completed forms of proxy may be returned to the company's transfer secretaries at the address below, to reach them by not later than 11:00 on Wednesday, 17 January 2001. By order of the board CORPGRO MANAGEMENT SERVICES (PTY) LIMITED Company Secretary 17 November 2000 REGISTERED OFFICE 2 Arnold Road Rosebank 2196 Johannesburg TRANSFER SECRETARIES Mercantile Registrars Limited 11 Diagonal Street, Johannesburg, 2001 PO Box 1053, Johannesburg, 2000

SHAREHOLDERS’ DIARY AND ADMINISTRATION DETAILS Shareholders’ diary Financial year–end 31 August Announcement of interim results March Announcement of annual results and dividend October Annual report November Dividend payment November Annual general meeting January

Administration details Corpcapital Limited Registration number 1946/023536/06 Business address and registered office 2 Arnold Road, Rosebank, Johannesburg, 2196 PO Box 471917, Parklands, 2121 Telephone +27 11 283 0190 Telefax +27 11 283 0066 e–mail: [email protected] Internet address: http/www.corpcapital.com. Bankers First National Bank of Southern Africa Limited Company Secretary Corpgro Management Services (Pty) Limited Auditors Fisher Hoffman Sithole (Jhb) Inc. Registration number 1994/001166/21 15 Girton Road, Parktown, 2193 Telephone +27 11 480 2300 Telefax +27 11 484 1721 e–mail: [email protected] Transfer secretaries Mercantile Registrars Limited 11 Diagonal Street, Johannesburg, 2001 PO Box 1053, Johannesburg, 2000 Telephone +27 11 370 5000 Telefax +27 11 370 5271