FINANCIALS
 
DIRECTORS' REPORT

| General review | Directors and secretary | Directors' interests | Settlement of income tax queries | Dividend | 6% convertible debenture interest payments  |  Corporate governance | Special resolutions of subsidiaries | Interest in significant subsidiaries | Special resolution | Major transactions | The Trencor Share Option Plan | Analysis of share and debenture holders |

General review
The nature of the company's business is described on the home page. The financial results are reflected in the financial statements on pages 20 to 53.

The net profit/(loss) attributable to the various classes of business of the group was as follows:

	2004	2003
	RM	RM
Container operations
Sales and finance	25,4	56,7
Textainer	214,8	161,2
Exchange translation losses	(162,2)	(598,1)
Net long-term receivable adjustment	79,0	234,6
TrenStar	(60,6)	(69,6)
Interest and other corporate items	1,1	53,6
Discontinuing operations	(0,2)	(8,3)
Exceptional items	(38,2)	71,4
	59,1	(98,5)

Directors and secretary
The names of the directors appear on page 3 and that of the secretary on page 58. Mr E Oblowitz was appointed as an independent non-executive director with effect from 3 March 2004.

In terms of the articles of association Messrs N I Jowell, J E McQueen and D M Nurek retire by rotation at the forthcoming annual general meeting but, being eligible, offer themselves for re-election.

Brief résumés of the directors are presented on page 59.

Directors' interests
The aggregate of the direct and indirect interests of the directors in the issued securities of the company at 31 December 2004 and 2003 were as follows:

The direct and indirect interests of each director who held in excess of 1% of the issued securities at 31 December 2004 and 2003 were as follows:

The above changes are as a result of the increase in the number of issued shares following the exercise of options in terms of The Trencor Share Option Plan and the acquisition by Mobile Industries Ltd of additional shares in Trencor.

Subsequent to the year-end, on 3 March 2005, Messrs J E McQueen and H R van der Merwe each exercised options on 200 000 shares (0,13%) which were simultaneously sold.

Settlement of income tax queries
As reported on 22 December 2004, Trencor and the Commissioner for the South African Revenue Service ('SARS') concluded an agreement that disposed of the income tax queries raised by SARS on some of the group's export partners, commencing in September and October 1999, relating to the tax treatment of their participation in the container export trade through export partnerships. The agreement did not involve any admission by either SARS or Trencor and its partners as to the correctness of the other parties' contentions.

In terms of the agreement, the tax treatment of the export partners up to and including their 2004 tax years will be as contended for by Trencor and its export partners. At the end of each of their respective first tax years ending on or after 1 January 2005, the export partners collectively will, in effect, accelerate payment of approximately R305 million in aggregate to SARS, being a portion of the amount which Trencor and its partners had contended should be paid over the following four to five years. Of this amount, approximately R68 million would have been paid in 2005 in any event. Beyond the four to five year period, the tax treatment of the partners will continue on the basis contended for by Trencor and its export partners.

The board of Trencor was and remains confident that the merits of its legal position would have prevailed in the face of a challenge from SARS. However, the board is of the view that it was in the best interests of all stakeholders for the matter to be settled on the above basis rather than to face further years of costly litigation and continuing uncertainty.

The financial effects of the implementation of the agreement are included in the 2004 financial statements.

Dividend
On 28 February 2005 the board declared a dividend (number 78) of 12 cents per share (2003: nil) in respect of the year ended 31 December 2004 as follows:

This dividend will only be accounted for in the 2005 financial year. Secondary Tax on Companies of R2,3 million, which has not been accounted for in these financial statements, will be payable. It is the intention of the board to consider paying dividends on an annual basis.

6% convertible debenture interest payments

			AMOUNT PER
PAYMENT	RECORD	PAYMENT	DEBENTURE	TOTAL
NUMBER	DATE	DATE	CENTS	RM
25	18/06/04	30/06/04	27,3	7,8
26	17/12/04	31/12/04	27,3	7,8

Corporate governance
The report on corporate governance is presented on pages 11 to 16.

Special resolutions of subsidiaries
During the year under review, no special resolutions were passed by the company's South African subsidiaries nor were any resolutions of material interest passed by the company's non-South African subsidiaries.

Interest in significant subsidiaries

A complete list of subsidiary companies is available on request. The interest of the company in their aggregate profits and losses after taxation is as follows:

	2004	2003
	RM	RM
Profits	236,7	284,0
Losses	(178,5)	(382,1)
	58,2	(98,1)

Special resolution
At the annual general meeting held on 19 May 2004, shareholders passed a special resolution, which was registered on 31 May 2004, to grant the company a general authority for the acquisition by the company or any of its subsidiaries of shares issued by the company, which authority is valid until the earlier of the next annual general meeting or the variation or revocation of such general authority by special resolution by any subsequent general meeting of the company, provided that it shall not extend beyond fifteen months from the date of passing of the resolution.

Major transactions
During the year under review, the following major transactions were concluded:

• Effective 31 March 2004 the 60% shareholder in Marlio Beleggings Sewe (Pty) Ltd exercised its option and acquired Trencor's 40% interest in that company for a cash consideration of R47,5 million. It also acquired the properties owned by Trencor and occupied by the trailer manufacturing operations of the Marlio group for an additional cash consideration of R15,7 million.

• Effective 15 April 2004 Trencor's wholly-owned subsidiary, Trencor Containers (Pty) Ltd, disposed of the equipment, machinery and intellectual property of its stainless steel tank container manufacturing facility at Parow, Cape Town, to a foreign container manufacturer. Subsequent to the year-end the land and buildings that housed the factory were sold for a consideration of R24,5 million.

The Trencor Share Option Plan
In terms of The Trencor Share Option Plan, options were granted effective 30 June 2001 to certain executive directors and employees amounting in aggregate to 6 340 000 ordinary shares in the unissued share capital of the company.

During 2003 options in respect of 595 000 shares were exercised at the offer price of R5,25 per share.

In June 2004 options in respect of 37 500 shares were exercised at the offer price of R5,25 per share and, accordingly, the issued share capital of the company was increased to R768 385 comprising 153 677 092 ordinary shares of 0,5 cent each, by the allotment and issue of an additional 37 500 shares.

In September 2004 options in respect of 355 000 shares were exercised at the offer price of R5,25 per share and, accordingly, the issued share capital of the company was increased to R770 160 comprising 154 032 092 ordinary shares of 0,5 cent each, by the allotment and issue of an additional 355 000 shares.

Subsequent to the year-end, on 3 March 2005 options in respect of 200 000 shares were exercised at the offer price of R5,25 per share by each of Messrs J E McQueen and H R van der Merwe and, accordingly, the issued share capital of the company was increased to R772 160 comprising 154 432 092 ordinary shares of 0,5 cent each, by the allotment and issue of an additional 400 000 shares.

Maximum shares available for utilisation  under the Plan at the beginning of year	9 094 209
Options granted during the year (whether exercised or unexercised)	(400 000)
Options forfeited during the year	37 500
Maximum shares available for the Plan  in respect of which options have not  been granted at the end of the year	8 731 709

Analysis of share and debenture holders
An analysis of share and debenture holders and of holders who held 5% or more of the issued securities at 31 December 2004 is presented on page 58.

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