FINANCIALS
 
DIRECTORS' REPORT

| General review | Directors and secretary | Directors' interests | Dividends and debenture interest | STRATE | Corporate governance  |  Special resolution | Special resolutions of subsidiaries | Analysis of share and debenture holders | Interest in significant subsidiaries | The Trencor Share Option Plan |

GENERAL REVIEW

The nature of the company’s business is described here. The financial results are reflected in the financial statements.

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

DIRECTORS AND SECRETARY

The names of the directors and that of the secretary appear on these links.

In terms of the articles of association Messrs H A Gorvy, J E Hoelter and C Jowell retire by rotation at the forthcoming annual general meeting but, being eligible, offer themselves for re-election.

Brief résumés of the directors are presented here.

DIRECTORS’ INTERESTS

The aggregate of the direct and indirect interests of the directors in the issued securities of the company at 31 December 2005 and 2004 were as follows:

The direct and indirect interests of each director who held in excess of 1% of the issued securities at 31 December 2005 and 2004 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. There have been no changes in these interests between the financial year-end and the date of this report.

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DIVIDENDS AND DEBENTURE INTEREST

STRATE

Holders of securities are reminded that paper certificates are no longer good for delivery and those who have not yet dematerialised their holdings are urged to surrender their paper certificates to a selected Central Securities Depository Participant, bank or qualifying stockbroker for conversion into an electronic record, to render them eligible for settlement in the STRATE system of electronic settlement on the JSE.

CORPORATE GOVERNANCE

The report on corporate governance is presented here.

SPECIAL RESOLUTION

At the annual general meeting held on 25 May 2005, shareholders passed a special resolution, which was registered on 20 June 2005, 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.

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.

ANALYSIS OF SHARE AND DEBENTURE HOLDERS

An analysis of share and debenture holders is presented here and of holders who held 5% or more of the issued securities at 31 December 2005 is presented here. 

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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:

THE TRENCOR SHARE OPTION PLAN

In terms of The Trencor Share Option Plan, options have been granted to certain executive directors and employees amounting in aggregate to 6 740 000 ordinary shares in the unissued share capital of the company. Refer to note 34 to the financial statements.

During 2005 options in respect of 1 825 232 ordinary shares of 0,5 cent each (2004: 392 500 shares) were exercised at the offer price of R5,25 per share and, accordingly, the issued share capital increased from R770 160 comprising 154 032 092 shares to R778 187 comprising 155 637 324 shares at 31 December 2005.

Subsequent to the year-end, the issued share capital was increased to R779 287 comprising 155 857 324 shares as a result of 220 000 options exercised just prior to year-end but which were allotted and issued on 4 January 2006. On 15 March 2006, 3 000 options were exercised and the issued share capital increased to R779 301 comprising 155 860 324 shares.

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