Directors' Report

FINANCIALS

DIRECTORS' REPORT

General review

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

The profit attributable to equity holders of the company from the various classes of business of the group was as follows:

	2008	2007
	Rm	Rm
Container operations
Container finance	52,4	29,6
Textainer	361,9	323,4
Exchange translation gains/(losses)	311,8	(20,2)
Net long-term receivable adjustment	–	43,1
Interest and other corporate items	(15,8)	(7,4)
Discontinued operations	(47,7)	94,1
Exceptional items	–	197,3
	662,6	659,9

Directors and secretary

The names of the directors appear here and that of the secretary here. Mr H A Gorvy resigned as a director on 31 March 2009.

In terms of the articles of association Messrs J E Hoelter, N I Jowell and H R van der Merwe 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 shares of the company at 31 December 2008 was 11,8% (2007: 11,8%).

The direct and indirect beneficial interests of each director who held in excess of 1% of the issued shares at 31 December 2008 and 2007 were as follows:

	2008	2007
	%	%
C Jowell	5,8	5,8
N I Jowell	5,9	5,9

There have been no changes in these interests between the financial year-end and the date of this report.

Cash dividends

	Payment	Record	Payment	Cents	Total
	number	date	date	per share	Rm
2007
Interim	83	21/09/07	25/09/07	22,0	41,2
Final	84	04/04/08	07/04/08	58,0	108,6
2008
Interim	85	05/09/08	08/09/08	35,0	65,6
Final	86	03/04/09	06/04/09	75,0	140,5

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 (2007: 8 884 209).

During 2008 options in respect of 103 000 ordinary shares of 0,5 cent each (2007: 247 250 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 103 000 shares.

Corporate governance

The report on corporate governance is presented here.

Interest in significant subsidiaries

	Share capital					Amount owing
	& premium	Effective interest		Shares at cost		(by)/to company
		2008	2007	2008	2007	2008	2007
	million	%	%	Rm	Rm	Rm	Rm
Indirect:
Textainer Group Holdings Ltd	US$162,1	62,6*	62,6	–	–	–	–
(Incorporated in Bermuda)
Owning, leasing, managing
and reselling of containers
TrenStar Inc (accounted for as ‘discontinued’)	US$74,9	58	58	–	–	–	–
(Incorporated in Delaware, USA)
Provision of mobile asset management
services
Direct:
Trencor Container Holdings (Pty) Ltd	R4,2	100	100	50,7	50,7	–	–
(Incorporated in the Republic of
South Africa)
Holding company of Trencor Containers
(Pty) Ltd
Trencor Services (Pty) Ltd	R1 012,2	100	100	1 016,7	1 016,3	(300,9)	73,5
(Incorporated in the Republic of
South Africa)
Corporate administration and financing
Trencor Solutions (Pty) Ltd	R375,0	100	100	384,0	9,0	–	0,1
(Incorporated in the Republic of
South Africa)
Holding company for TrenStar Inc
				1 451,4	1 076,0	(300,9)	73,6
Aggregate of all other subsidiaries				0,2	0,3	–	–
				1 451,6	1 076,3	(300,9)	73,6
Less impairment loss				(354,8)	(9,0)	–	–
				1 096,8	1 067,3	(300,9)	73,6
* Reduced to 62,3% on 3 January 2009 following the issue of restricted share units.

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:

	2008	2007
	Rm	Rm
Profits	755,4	678,7
Losses	(75,9)	(7,6)
	679,5	671,1

Special resolution

At the annual general meeting held on 19 May 2008, shareholders passed a special resolution, which was registered on 29 May 2008, to grant the company a general authority for the acquisition by the company or any of its subsidiaries of shares issued by the company. This 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

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 effective 31 December 2007. No special resolutions were passed by the company’s other South African subsidiaries during the period under review. Shareholder resolutions of material interest passed by TrenStar Inc related to the sale of its subsidiary TrenStar Tracking Solutions Inc.

Analysis of shareholders

An analysis of shareholders and of holders who held 3% or more of the issued shares at 24 December 2008 is presented here.

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