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BRIDGESTONE FIRESTONE MAXIPREST LIMITED - RESIGNATION OF DIRECTORS
Bridgestone Firestone Maxiprest Limited
(Incorporated in the Republic of South Africa)
(Registration number 1988/006456/06
Share code: BDS ISIN: ZAE 000027447
("Maxiprest")
Resignation of Directors
N O Davies and R S Hislop (independent non-executive directors) and D H Rabin (a
non executive director) (together "the former nonexecutive directors") have
resigned as directors of Maxiprest. In addition, C Reeves (financial director)
has ceased to be a director in terms of Maxiprest"s articles of association.
A J Aaron has joined the board as a non-executive director.
The Maxiprest board now comprises -
T Wada - Chairman*
C E Brown - Managing Director**
A J Aaron*
R Barlow*
R D Boulanger**
P Constantinidis**
S Hashimoto*
S Wustmann*
* Nonexecutive directors
** Executive directors
Mr Hislop, although he has resigned as a director, has agreed to remain chairman
of the audit committee.
The Maxiprest board expresses its thanks and appreciation to the former
nonexecutive directors for their valuable contributions to Maxiprest.
Consideration is being given to the appointment of independent nonexecutive
directors.
The previous nonexecutive directors documented the reasons for their
resignations in a letter to the chairman of Maxiprest as follows -
"1. We cannot rely on the integrity of the information provided to us in
relation to the affairs of the company.
2. There are and have been for some time issues as between Bridgestone
Firestone SA Ltd ("BF") and the management of the company, with widely differing
versions between the aforementioned parties as to the factual position being
presented to the board from time to time.
3. BF, as conceded during our meeting with the executives of that company
intend to replace the existing management of the company with BF employees
exacerbating the significant problem that we have alluded to for some time,
namely BF treating the company as a wholly owned subsidiary.
4. The crucial issue of black economic empowerment is simply not being
addressed and frankly we were horrified to learn that BF is in discussion with
the company"s black empowerment partners in relation to a possible transaction
between the company"s empowerment partners and BF."
The board of Maxiprest has taken cognisance of the above matters and where
necessary will take appropriate action. The board comments as follows on the
reasons given by the previous nonexecutive directors
the board concedes that certain information provided may not have been
sufficiently comprehensive and timeous;
the board agrees that from time to time there have been differences of opinion
between Maxiprest management and Bridgestone South Africa Holdings (Proprietary)
Limited ("Bridgestone"). The Maxiprest board, its management and Bridgestone
have agreed to fully cooperate with each other in the best interests of all
Maxiprest stakeholders including particularly its staff and customers;
the Bridgestone representatives on the Maxiprest board suggested that if it
became necessary to make any changes to the management of Maxiprest, Bridgestone
would be prepared to second Bridgestone employees to Maxiprest if the Maxiprest
board so requested. Any Bridgestone employees seconded to Maxiprest would
thereafter report to the Maxiprest board and not to Bridgestone;
the board acknowledges that the issue of black economic empowerment is crucial.
Maxiprest has had discussions with its black empowerment partner Roadgrip
Afrityre Holdings (Proprietary) Limited ("Roadgrip") aimed at integrating
Roadgrip into the Maxiprest group to further Maxiprest"s black empowerment
initiatives. Various options are being considered in this regard. As is often
the case, such discussions have been protracted and are continuing.
G M Sinclair
Company Secretary
Johannesburg
011 448 2255
4 February 2003
Sponsor
Brait Sponsors (Proprietary) Limited
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