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Mon 28 Oct 2002, 17:50 Masonite - Results of general and scheme meetings
Masonite - Results of general and scheme meetings                               
Masonite (Africa) Limited                                                       
(Incorporated in the Republic of South Africa)                                  
(Registration number 1942/015502/06)                                            
Share code MAS  ISIN code ZAE000004289                                          
("Masonite")                                                                    
Results of general and scheme meetings                                          
Introduction                                                                    
Shareholders are advised that at the scheme meeting held at 10:45 on Monday,    
28 October 2002 approval was not obtained from the requisite majority of scheme 
members present and voting in person or by proxy in respect of the scheme of    
arrangement ("the scheme") in terms of section 311 of the Companies Act (Act No 
61 of 1973), as amended ("the Act"), proposed by Masonite International         
Corporation ("MIC"), Masonite and Masonite Investment Company (Proprietary)     
Limited between Masonite and its shareholders other than MIC in terms of which  
MIC would have acquired the issued share capital of Masonite not already owned  
by MIC.                                                                         
Shareholders are further advised that at the general meeting held at 10:30 on   
Monday, 28 October 2002 approval of the specific share repurchase in terms of   
sections 85 and 89 of the Act was not obtained from the requisite majority of   
members present and voting at the general meeting.                              
As a consequence of the above, Masonite shareholders will not receive the scheme
consideration of 1 200 cents per Masonite share offered by MIC.                 
The listing of Masonite on the JSE Securities Exchange South Africa will        
accordingly neither be suspended nor terminated as contemplated in the scheme.  
Results of the meetings                                                         
An aggregate of 1 182 677 Masonite shares were cast in favour of the scheme,    
representing 59,5% of votes held by shareholders present in person or           
represented by proxy at the scheme meeting.  In respect of 191 000 shares cast  
against the scheme, the form of proxy was found to be defective and the chairman
of the scheme meeting has informed the shareholder concerned that the form of   
proxy must be rectified by 17:00 on Tuesday, 29 October 2002 in order to be     
counted in the result of the scheme meeting.  As at the time of this            
announcement, this defect has not been rectified.  Rectification will however   
not affect the outcome of the scheme.                                           
An aggregate of 1 179 192 Masonite shares were cast in favour of each of the    
resolutions at the general meeting, representing 62,0% of votes held by         
shareholders present in person or represented by proxy at the general meeting.  
Documents of title                                                              
Masonite shareholders whose shares have been dematerialised need take no action.
Masonite shareholders who have not yet dematerialised their Masonite shares and 
who have surrendered their documents of title in anticipation of the scheme     
becoming operative will have their documents of title returned to them by the   
transfer secretaries by registered post, at shareholders` risk, by Monday,      
4 November 2002.                                                                
MASONITE SHAREHOLDERS WHO HAVE QUERIES REGARDING THIS ANNOUNCEMENT OR THE       
CONTENT TO WHICH IT RELATES SHOULD CALL THE TOLL-FREE HELPLINE PROVIDED BY      
GEORGESON SHAREHOLDER ON 0800 203 966                                           
Durban                                                                          
28 October 2002                                                                 
Sponsor to Masonite and         Attorneys                                       
Investment Bank to MIC                                                          
Nedcor Investment Bank Limited  Cox Yeats Attorneys                             
Independent Financial Advisor   Auditors and Reporting                          
to Masonite                     Accountants to Masonite                         
Ernst & Young Corporate         KPMG                                            
Finance                                                                         
Date: 28/10/2002 05:47:04 PM Produced by the JSE SENS Department                


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