FINANCIALS
 
DIRECTORS' REPORT

| General review | Directors and secretary | Directors' interests | Cash dividends | Conversion of convertible debentures | Strate | Corporate governance  | Interest in significant subsidiaries | Special resolution | Special resolutions of subsidiaries | Analysis of shareholders

General review

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

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

Directors and secretary

The names of the directors appear here and that of the secretary here.

In terms of the articles of association Messrs C Jowell, D M Nurek and J E McQueen 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 beneficial interests of the directors in the issued securities of the company at 31 December 2007 was 11,8% (2006: 13,4%).

The direct and indirect interests of each director who held in excess of 1% of the issued securities at 31 December 2007 and 2006 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, the automatic conversion of the convertible debentures and the acquisition by family entities of Messrs C Jowell and N I Jowell on 1 November 2007 of an additional 5 million shares each in Mobile Industries Ltd. There have been no changes in these interests between the financial year-end and the date of this report.

Cash dividends

Conversion of convertible debentures

In terms of the trust deed governing the convertible debentures previously in issue, each debenture automatically converted into one ordinary share with effect from 1 January 2007 as a result of the total dividend declared in respect of the year ended 31 December 2006 exceeding 54,6 cents per share.

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.

The maximum number of shares available for utilisation under the Plan was 8 884 209 (2006: 8 884 209).

During 2007 options in respect of 247 250 ordinary shares of 0,5 cent each (2006: 2 564 518 shares) were exercised at the offer price of R5,25 per share and, accordingly, the issued share capital increased by the issue of an additional 247 250 shares.

Changes in issued share capital

During the year under review, the number of shares in the issued share capital increased as follows:

Strate

Shareholders 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.

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 tax is as follows:

Special resolution

At the annual general meeting held on 23 May 2007, shareholders passed a special resolution, which was registered on 31 May 2007, 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. Resolutions of material interest passed by companies within the Textainer group related to statutory formalities in terms of its initial public offering and listing on the NYSE.

Subsequent to the year-end, on 28 March 2008, a special resolution was passed by Trencor Solutions (Pty) Ltd to give effect to the sale of its wholly-owned subsidiary TrenStar SA (Pty) Ltd.

Analysis of shareholders

An analysis of shareholders and of holders who held 5% or more of the issued shares at 28 December 2007 is presented here.

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