Results of the general meeting
Shareholders of Iscor ("shareholders") are advised that at the general
meeting of shareholders held on Wednesday, 21 November 2001, the requisite
majority of shareholders passed the special and ordinary resolutions
required to give effect to:
* the adoption by Iscor of a new set of articles of association;
* the increase of Iscor's authorised ordinary share capital to R12 000 000
000 by the creation of an additional 702 357 584 ordinary shares with a par
value of R10,00 each;
* the conversion of Iscor's ordinary shares with a par value of R10,00 each
in the authorised and issued share capital of the company into ordinary
shares of no par value with effect from 2 January 2002;
* the issue of shares of no par value to employees of the company in terms
of the Iscor share scheme at a price lower than an amount arrived at by
dividing that part of the stated capital contributed by already issued
shares of that class by the number of issued shares of that class;
* the sale by Iscor in terms of section 228 of the Companies Act (Act 61 of
1973) as amended, (the "Companies Act") of the balance of its mining
companies and operations to Kumba Resources Limited ("Kumba");
* the acquisition by Iscor of 50% of the shares in Saldanha Steel
(Proprietary) Limited ("Saldanha Steel") from Industrial Development
Corporation of South Africa Limited ("IDC") following the recapitalisation
of Saldanha Steel and contribution of R250 million by IDC to Iscor in
respect of Saldanha Steel's operating funding requirements the consideration
for which will be discharged by the issue to IDC of 20 million new shares in
Iscor and 10 million shares in Kumba post the unbundling of Kumba; and
* the distribution by Iscor in terms of section 228 of the Companies Act and
article 56 of the articles of association of Iscor, of a dividend in specie
to those shareholders registered as such at the close of business on Friday,
23 November 2001 ("record date"), of one share in Kumba for every share
held in the company on such record date, by way of reducing the
distributable reserves of the company by an aggregate amount of
approximately R2 494 000 000; and
* the authorisation to any director of the company to do all things and sign
all documents necessary to carry into effect the aforesaid resolutions.
Accordingly, the unbundling and the listing of Kumba on the JSE
Securities Exchange South Africa on Monday, 26 November 2001, is subject
only to the registration by the Registrar of Companies of the special
resolutions relating to the increase in the authorised share capital of the
company and the conversion of the company's shares to shares of no par
value. The special resolutions will be lodged for registration with the
Registrar of Companies today.
The acquisition by the company of 50% of the shares in Saldanha Steel is
subject to the approval thereof by the Competition authorities.
By order of the Board
A van der Merwe
Company Secretary
21 November 2001
Pretoria
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