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Wed 23 Jun 2004, 17:13 CONSOLIDATED RESULTS FOR THE YEAR ENDED 31 MARCH 2
REMGRO LIMITED - AUDITED CONSOLIDATED RESULTS FOR THE YEAR ENDED 31 MARCH 2004  
  Remgro Limited                                                                  
  Registration number 1968/006415/06                                              
  ISIN: ZAE000026480                                                              
  JSE Share Code: REM                                                             
  AUDITED CONSOLIDATED RESULTS FOR THE YEAR ENDED 31 MARCH 2004                   
  Decrease in headline earnings per share:     - 0.3%                             
  Increase in ordinary dividend per share:     +14.9%                             
  Special dividend per share:                  200 cents                          
  Intrinsic value per share:                   R101.23                            
  Five year compound growth rates:                                                
  -    Headline earnings per share 15.9% p.a.                                     
  -    Ordinary dividend per share 22.3% p.a.                                     
  Negative currency impact of R520 million compared to R243 million gain the      
  previous year                                                                   
  Abridged consolidated balance sheet                                             
                                                                2004     2003     
                                                                 R`m      R`m     
  Assets                                                                          
  Property, plant and equipment                                3 408    3 149     
  Biological agricultural assets                                  85       82     
  Investment properties                                           22       22     
  Goodwill and trade marks                                     3 246    3 361     
  Investments - Associated companies                          19 545   19 844     
              - Other                                          1 861      109     
  Loans                                                           49       49     
  Deferred taxation                                              105       88     
  Cash and cash equivalents                                    3 446    2 299     
  Other current assets                                         1 762    1 780     
  Total assets                                                33 529   30 783     
  Equity and liabilities                                                          
  Interest of own members                                     29 766   27 443     
  Minority interest                                            1 700    1 538     
  Total shareholders` equity                                  31 466   28 981     
  Interest-bearing loans                                         277      213     
  Other non-current liabilities                                  541      332     
  Other current liabilities                                    1 245    1 257     
  Total equity and liabilities                                33 529   30 783     
  Net asset value per share (Rand)                                                
  - At book value                                             R59.38   R54.19     
  - At intrinsic value                                                            
    - at year-end                                            R101.23   R77.23     
    - at 22 June 2004 (23 June 2003) *                       R101.57   R87.42     
  * These figures were not subject to audit                                       
  Abridged consolidated cash flow statement                                       
                                                                2004     2003     
                                                                 R`m      R`m     
  Cash flow from operating activities                          1 678    1 382     
  Taxation paid                                                (363)    (220)     
  Dividends received                                           1 718    2 215     
  Cash available from operating activities                     3 033    3 377     
  Dividends paid                                             (1 438)  (1 765)     
  Net cash inflow from operating activities                    1 595    1 612     
  Investing activities                                         (528)  (1 943)     
  Financing activities                                            62     (82)     
  Net increase/(decrease) in cash and cash equivalents         1 129    (413)     
  Cash and cash equivalents at the beginning of the year       2 264    2 677     
  Cash and cash equivalents at the end of the year             3 393    2 264     
  Cash and cash equivalents - per balance sheet                3 446    2 299     
  Bank overdraft                                                (53)     (35)     
  Abridged consolidated statement of changes in equity                            
                                                                2004     2003     
                                                                 R`m      R`m     
  Balance at 1 April - as previously reported                 27 809   24 062     
  Prior year adjustments                                       (366)     (39)     
  Adjusted balance at 1 April                                 27 443   24 023     
  Net fair value adjustment (AC 133)                           1 240        -     
  Net profit for the year                                      3 637    8 686     
  Dividends paid                                             (1 316)  (1 666)     
  Exchange rate adjustments                                    (694)  (2 185)     
  Purchase of shares by wholly-owned subsidiary                                   
  (treasury shares)                                            (295)    (704)     
  Net shares purchased by The Remgro Share Trust *              (17)    (277)     
  Other                                                        (232)    (434)     
  Balance at 31 March                                         29 766   27 443     
  * Also accounted for as treasury shares                                         
  Abridged consolidated income statement                                          
                                                                2004     2003     
                                                                 R`m      R`m     
  Revenue of the Company and its subsidiaries                 11 902   11 212     
  Operating profit before depreciation                         1 621    1 455     
  Depreciation                                                 (240)    (201)     
  Finance costs                                                 (39)     (45)     
  Profit from normal operations                                1 342    1 209     
  Amortisation of goodwill                                     (186)    (166)     
  Net impairment of assets                                         4     (24)     
  Exceptional items                                               50    1 245     
  Profit before tax                                            1 210    2 264     
  Taxation                                                     (415)    (394)     
  Profit after tax of the Company and its subsidiaries           795    1 870     
  Share of after-tax profit of associated companies            3 177    7 262     
  - Profit from normal operations                              4 164    4 421     
  - Amortisation of goodwill                                   (357)    (308)     
  - Impairment of goodwill and assets                           (26)     (63)     
  - Exceptional items                                          (604)    3 212     
  Group profit after tax                                       3 972    9 132     
  Minority interest                                            (335)    (446)     
  Net profit for the year                                      3 637    8 686     
  Reconciliation of headline earnings:                                            
  Basic earnings - Net profit for the year                     3 637    8 686     
  Plus/(minus) - portion attributable to own members:                             
  - Amortisation of goodwill                                     542      473     
  - Impairment of goodwill and assets                             25       72     
  - Exceptional items                                            523  (4 354)     
  - Net surplus, after taxation, on disposal of property,                         
    plant and equipment                                          (8)     (21)     
  Headline earnings                                            4 719    4 856     
  Earnings and dividends per share                                                
                                                                2004     2003     
                                                               Cents    Cents     
  Headline earnings                                            937.6    940.1     
  - Diluted                                                    935.6    937.8     
  Basic earnings                                               722.7  1 681.6     
  - Diluted                                                    721.1  1 677.5     
  Dividends                                                                       
  Ordinary                                                    285.00   248.00     
  - Interim                                                   101.00    88.00     
  - Final                                                     184.00   160.00     
  Special                                                     200.00              
  Additional information                                                          
                                                           2004          2003     
  Number of shares in issue                                                       
  - Ordinary shares of 1 cent each                  486 493 650   486 493 650     
  - Unlisted B ordinary shares of 10 cents each      35 506 352    35 506 352     
  Total number of shares in issue                   522 000 002   522 000 002     
  Ordinary shares repurchased and held in                                         
  treasury                                         (16 442 602)  (11 616 128)     
  Ordinary shares held by The Remgro Share                                        
  Trust and accounted for as treasury shares        (4 236 087)   (3 950 000)     
                                                    501 321 313   506 433 874     
  Weighted number of shares                         503 280 054   516 517 429     
  In determining the headline and basic earnings per share the weighted           
  number of shares was taken into account.                                        
                                                           2004          2003     
                                                            R`m           R`m     
  Listed investments                                                              
  Associated                                                                      
  - Book value                                            8 104         7 693     
  - Market value                                         14 413        10 911     
  Other                                                                           
  - Book value                                            1 795            44     
  - Market value                                          1 795            47     
  Unlisted investments                                                            
  Associated                                                                      
  - Book value                                           11 441        12 151     
  - Directors` valuation                                 27 903        23 369     
  Other                                                                           
  - Book value                                               66            65     
  - Directors` valuation                                     66            74     
  Additions to and replacement of property,                                       
     plant and equipment                                    470           388     
  Capital commitments                                       490           579     
  (Including amounts authorised, but not yet                                      
  contracted for)                                                                 
  Dividends received                                                              
  Dividends included in operating profit                     28            10     
  Dividends from associated companies set off                                     
  against investments                                     2 156         2 095     
  Interest received                                                               
  From unlisted investments and deposits                    334           372     
  (Included in operating profit)                                                  
  Exceptional items                                                               
  Exceptional items of subsidiary companies:                                      
  Net capital surplus on the sale of                                              
  investments and businesses                                 50         1 244     
  Other                                                       -             1     
  Total before taxation                                      50         1 245     
  Taxation                                                  (3)          (22)     
  Total after taxation                                       47         1 223     
  Share of exceptional items of associated                                        
  companies                                               (604)         3 212     
  Grand total                                             (557)         4 435     
  Attributable to minorities                                  -         (142)     
  Attributable to own members                             (557)         4 293     
  COMMENTS                                                                        
  1.   Accounting Policies                                                        
       The annual financial statements are prepared on the historical cost basis, 
       in accordance with South African Statements of Generally Accepted          
       Accounting Practice, the requirements of the South African Companies Act   
  and the Listing Requirements of the JSE Securities Exchange South Africa   
       and incorporate accounting policies which are consistent with those of the 
       previous financial year, with the exception of the consolidation of The    
       Remgro Share Trust and the implementation of the South African Statements  
  of Generally Accepted Accounting Practice, AC 133: Financial Instruments - 
       Recognition and Measurement and AC 137: Agriculture.                       
  2.   Prior Year Adjustments                                                     
       Change in accounting policy                                                
  With effect from 1 April 2003 Remgro adopted AC 133: Financial Instruments 
       -    Recognition and Measurement and AC 137: Agriculture.                  
       AC 133                                                                     
       In accordance with the transitional provisions of AC 133, Remgro and its   
  subsidiaries recorded an after-tax cumulative adjustment surplus of R36    
       million as an opening balance adjustment to reserves to recognise the      
       difference between the carrying values and fair values of financial        
       instruments at 1 April 2003.                                               
  Due to the fact that the comparative figures are not restated under the    
       transitional provisions of AC 133, certain items are not directly          
       comparable on a line-for-line basis with that of prior financial years. The
       impact of AC 133 being applied by Remgro and its subsidiaries was an       
  increase of R5 million in headline earnings (or 1.1 cents per share) for   
       the year under review.                                                     
       AC 137                                                                     
       As the effect of this accounting standard on Remgro`s earnings for the year
  under review and for the comparative year was immaterial, the comparative  
       income statement has not been restated. The comparative balance sheet has  
       been restated as set out below.                                            
       Other adjustments                                                          
  Restatement of comparative figures in respect of deferred taxation         
       Rainbow Chicken Limited restated its 2003 comparative figures, in order to 
       comply with the accounting statement dealing with deferred taxation. The   
       effect of this on Remgro`s results for 2003 was a decrease in headline     
  earnings of R50 million.                                                   
       Consolidation of The Remgro Share Trust (the `trust`)                      
       In terms of the latest rules of the JSE Securities Exchange South Africa   
       companies are obliged to consolidate share incentive trusts under certain  
  circumstances. Comparative figures have been restated accordingly and the 4
       236 087 (2003: 3 950 000) ordinary shares held in the trust for            
       participants are accounted for as if they were treasury shares and are now 
       also deducted from the issued number of shares in determining the weighted 
  average number of shares. The cost price of the shares has been deducted   
       from the Group`s equity.                                                   
       Restatement of comparative figures as a result of above-mentioned prior    
       year adjustments:                                                          
  Year ended   
                                                                  31 March 2003   
                                                                            R`m   
       Income statement                                                           
  Headline earnings as previously reported                           4 914   
       Consolidation of The Remgro Share Trust                              (8)   
       Restatement of comparative figures in respect of                           
       deferred taxation                                                   (50)   
  Restated headline earnings per share                               4 856   
       Weighted number of shares in issue as previously             519 565 424   
       reported                                                                   
       Restated weighted number of shares in issue                  516 517 429   
  Headline earnings per share as previously reported                 945.8   
       (cents)                                                                    
       Restated headline earnings per share (cents)                       940.1   
                                                                            R`m   
  Balance sheet                                                              
       Decrease in reserves                                                (89)   
       Increase in treasury shares                                          277   
       Decrease in minority liabilities                                    (45)   
  Decrease in property, plant and equipment                          (106)   
       Increase in biological agricultural assets - non-current                   
       assets                                                                82   
       Decrease in loans                                                  (277)   
  Increase in deferred tax assets                                        4   
       Increase in current assets                                             4   
       Increase in deferred tax liability                                   114   
       Increase in current liabilities                                        4   
  3.   Results                                                                    
       Headline earnings                                                          
       Headline earnings for the year to 31 March 2004 decreased by 2.8% from R4  
       856 million to R4 719 million.                                             
  Headline earnings per share decreased by only 0.3% from 940.1 cents to     
       937.6 cents due to the favourable impact of the share repurchase programme.
       The currency impact on translation of BAT`s contribution to headline       
       earnings as set out in the table below, declined from a favourable R243    
  million during 2003 to an unfavourable R520 million for the year under     
       review.                                                                    
       Financial year:                                             2004     2003  
       Average exchange rate (GBP/R)                            12.1025  15.0678  
  Closing exchange rate at year-end (GBP/R)                11.5950  12.4915  
       R&R/BAT`s contribution (GBPm)                                174      161  
       R&R/BAT`s contribution (Rm)                                2 100    2 423  
       Favourable/(unfavourable) currency impact (Rm)             (520)      243  
  Gencor Limited (Gencor) and Impala Platinum Limited`s (Impala) contribution
       to Remgro`s headline earnings decreased substantially as a result of the   
       unbundling of Gencor`s interest in Impala. Gencor was previously accounted 
       for as an associated company and Impala is classified among `other         
  investments` in 2004 and only dividend income is accounted for.            
       Analysis of comparable headline earnings (cents per share)                 
       - (Excluding contributions by BAT, Gencor and Impala)       2004     2003  
       Headline earnings as reported                              937.6    940.1  
  Elimination of R&R/BAT`s contribution                    (417.3)  (469.1)  
       Elimination of Gencor and Impala`s contribution           (17.7)   (43.1)  
       Comparable headline earnings after elimination of                          
         the above (+ 17.5%)                                      502.6    427.9  
  Basic earnings                                                             
       Basic earnings per share decreased by 57.0% to 722.7 cents. Basic earnings 
       reflects earnings after goodwill amortisation and after exceptional items  
       of a capital nature. During the previous year exceptional items amounted to
  a favourable R4 293 million, whilst in the current year it amounted to an  
       unfavourable R557 million.                                                 
  4.   Intrinsic Value                                                            
       Remgro`s intrinsic value per share increased by 31.1% from R77.23 at 31    
  March 2003 to R101.23 at 31 March 2004. Refer to Annexure A for full       
       details.                                                                   
  5.   Revenue                                                                    
       - of the Company and its subsidiaries                       2004     2003  
  R`m      R`m  
       Revenue, excluding dividends and interest                  9 384    8 735  
       Dividends and interest                                     2 518    2 477  
       Total revenue                                             11 902   11 212  
  Due to the nature and composition of the Group, segmental analysis in      
       respect of revenue is not meaningful.                                      
  6.   Source Of Headline Earnings                                                
                                                    2004              2003        
  R`m        %      R`m        %  
       Trade mark interests                     2 181       46    2 498       51  
       Financial services                       1 394       30    1 121       23  
       Industrial interests                       715       15      647       13  
  Mining interests                           171        4      322        7  
       Corporate finance and other interests      258        5      268        6  
                                                4 719      100    4 856      100  
  7.   British American Tobacco Plc (BAT)                                         
  Remgro`s interest in BAT is represented by a one-third shareholding in R&R 
       Holdings S.A., Luxembourg (R&R). The other two-thirds are held by Compagnie
       Financiere Richemont SA (Richemont).                                       
       For the year under review, R&R`s share of the results of BAT consisted of  
  its 28.8% share of BAT`s results for the six months to 30 September 2003   
       and its 29.4% share of BAT`s results for the six months to 31 March 2004.  
       The movement in R&R`s percentage holding of BAT`s ordinary capital is due  
       to the share buy-back programme carried out by BAT during the year. The    
  results for the comparative period reflected R&R`s 31.5% effective interest
       for the nine months to 31 December 2002 and a lower interest of 27.9% for  
       the three months to 31 March 2003.                                         
       The reduction in the effective interest resulted from the issue of warrants
  over the BAT convertible redeemable preference shares by R&R in January    
       2003 and the resultant change in the accounting treatment of the preference
       shares. As explained in the 2003 Annual Report, those BAT preference shares
       were treated as debt instruments from January 2003 and no longer equity    
  accounted. This also resulted in those debt instruments being revalued to  
       fair value and consequently Remgro last year recorded an exceptional gain  
       of R3 204.4 million. The movement in the present value of the preference   
       shares has therefore been recognised and accounted for accordingly. The    
  deferred net warrant premium has been included in equity accounted income  
       during the period under review.                                            
       BAT`s attributable profit, excluding goodwill amortisation and exceptional 
       items, before the movement in present value of the preference shares and   
  dividends was 1.4% higher than the prior year. However, after taking the   
       movement in present value into account, the results for 2004 were 0.7%     
       below the prior year.                                                      
       In its financial year to 31 December 2003, BAT had shipments of 792 billion
  cigarettes, an increase of 2% over the prior year. BAT`s four global       
       `drive` brands, Kent, Dunhill, Lucky Strike and Pall Mall grew by 13% over 
       the prior year. Kent`s volume reached almost 30 billion, up 14%, while     
       Dunhill, already over the 30 billion mark, was up 8%. Lucky Strike had a   
  difficult time but performed more strongly as the year progressed. Pall    
       Mall broke the 30 billion barrier for the first time, up 32%, largely due  
       to an impressive performance in Italy.                                     
       During the year, BAT acquired Tabacalera Nacional S.A.A. in Peru and       
  Duvanska Industrija Vranje in Serbia. Effective 31 December 2003, it also  
       acquired Ente Tabacchi Italiani S.p.A. in Italy. The major transaction     
       announced by BAT during the year was the proposed creation of Reynolds     
       American, combining R.J. Reynolds (RJR) and the US businesses of BAT`s     
  American subsidiary, Brown and Williamson, to form Reynolds American, a    
       holding company to be 58% owned by RJR shareholders and 42% owned by BAT.  
       In addition, Lane Limited, BAT`s US smoking tobacco and cigar business,    
       will be sold by BAT to Reynolds American for $400 million in cash. Reynolds
  American will have a combined share of approximately one third of the US   
       domestic market. Subject to regulatory approval, BAT anticipates that this 
       transaction will be completed later this year.                             
       BAT`s operating profit, excluding goodwill and exceptional items, was 4%   
  higher at GBP2 781 million, with higher contributions from Asia-Pacific,   
       Latin America and Africa and Middle East regions. The profit growth at     
       comparable rates of exchange would have been 3% as the impact of a stronger
       euro and South African rand more than offset the continued weakness of the 
  US dollar and currency devaluations in Latin America.                      
       During the year to December 2003, BAT`s profit from the America-Pacific    
       region was GBP955 million, down GBP23 million from the previous year, as US
       dollar exchange rate movements and the very difficult trading conditions in
  the US cigarette business were only partly offset by a strong profit       
       increase from the rest of the region. Volumes were down 4% to 103 billion, 
       as the increases from South Korea and Japan were more than offset by the   
       impact of lower industry volumes in the US and Canada.                     
  In Asia-Pacific, regional profit was up GBP10 million to GBP473 million    
       over the prior year with outstanding performances in Australia, Malaysia,  
       Vietnam and India, partially offset by reduced profit from Cambodia,       
       Indonesia and duty free. Regional volumes remained constant.               
  In Latin America, profits were up GBP47 million to GBP440 million due to   
       increases from many markets in the region and the first-time contribution  
       from the acquisition in Peru. The excellent regional results were achieved 
       despite the impact of currency devaluations compared to the previous year  
  and difficult economic conditions in many of the countries. Volumes in the 
       region declined by 2% mainly due to Brazil.                                
       Total profit in Europe was down GBP11 million to GBP536 million despite the
       strengthening of the euro. While there were good performances in Eastern   
  and Central Europe, led by Russia and Romania, these were insufficient to  
       cover the lower profit generated in Western Europe. Volumes were up 7% with
       strong growth from Russia, Romania and Italy, partially offset by decreases
       in France and Germany.                                                     
  In the Africa and Middle East region, profit at GBP337 million was up by   
       GBP77 million. This very good performance was achieved despite the cost of 
       continuing investments in this region and reflected generally good         
       performances, as well as the favourable impact of the stronger South       
  African rand. Volumes were up 7% and net turnover at comparable rates of   
       exchange was 14% higher.                                                   
       In the year to 31 December 2003, BAT carried out a detailed review of its  
       manufacturing operations and organisational structure, including an        
  initiative to reduce overheads and indirect costs, resulting in the        
       consolidation of its manufacturing operations in the UK, a major           
       restructuring of its business in Canada and an agreed closure plan for a   
       factory in Belgium. The operating results for the year included an         
  exceptional charge of GBP437 million for these restructuring activities. In
       addition, BAT also included in its exceptional items for the year a write  
       down of a loan to a joint venture of GBP87 million and the loss on the     
       disposal of a subsidiary of its Canadian operation of GBP76 million.       
  Using BAT`s adjusted diluted earnings per share as an indicator of its     
       underlying performance, in the year to December 2003 earnings grew by 4% to
       69.21 pence per share, benefiting from the higher operating profit and the 
       impact of its share buy-back programme. This trend continued in the quarter
  to March 2004 with adjusted earnings per share up 6% on the comparative    
       period.                                                                    
       R&R`s contribution to Remgro`s headline earnings is made up as follows:    
                                                                   2004    2003   
  GBP`m   GBP`m   
       Attributable profit of BAT before goodwill and                             
       exceptional items                                          1 559   1 538   
       Movement in present value of BAT preference shares and                     
  dividends                                                   (42)    (10)   
       Adjusted attributable profit of BAT for the twelve                         
       months ended 31 March                                      1 517   1 528   
       R&R`s share of the adjusted attributable profit of BAT:                    
  - 28.8% for 1 April 2003 to 30 September 2003                232       -   
       - 29.4% for 1 October 2003 to 31 March 2004                  208       -   
       - 31.5% for 1 April 2002 to 31 December 2002                   -     380   
       - 27.9% for 1 January 2003 to 31 March 2003                    -      89   
  Movement in present value of BAT preference shares and                     
       dividends                                                     42      10   
       R&R`s other income                                             8       3   
       R&R`s headline earnings for the year ended 31 March          490     482   
  Net warrant premium no longer deferred                        30       -   
       R&R`s adjusted headline earnings for the year ended                        
       31 March                                                     520     482   
       Remgro`s 331/3% share thereof                                174     161   
  R`m     R`m   
       Translated at an average GBP/R rate of 12.1025                             
       (2003: 15.0678)                                            2 100   2 423   
  8.   Other Investments                                                          
  The most important changes during the year under review were as follows:   
       Repurchase of Remgro shares                                                
       Remgro Investments (Proprietary) Limited (Remgro Investments)              
       During the first six months of the year under review, Remgro`s wholly-owned
  subsidiary, Remgro Investments, acquired a further 4 826 474 ordinary      
       Remgro shares (1.0% of the ordinary shares) at an average price of R61.22  
       for a total amount of R295.5 million. No shares were purchased during the  
       second six months to 31 March 2004. Together with those acquired in the    
  previous financial year, a total of 16 442 602 shares (3.4%) of the        
       ordinary shares are held as treasury shares.                               
       The Remgro Share Trust (the `trust`)                                       
       During the year under review the trust bought 711 000 (2003: 3 950 000)    
  ordinary Remgro shares at an average price of R65.43 (2003: R70.03) for a  
       total amount of R46.5 million (2003: R276.6 million). During the period    
       under review 424 913 shares were delivered to participants against payment 
       thereof.                                                                   
  Total South Africa (Proprietary) Limited                                   
       On 30 April 2003 the shareholders of Total South Africa, namely Total      
       France, Remgro and Old Mutual, restructured their shareholding and Total   
       South Africa issued 25% of its voting capital to Tosaco (Proprietary)      
  Limited (Tosaco), a black economic empowerment group, in exchange for cash.
       Total France now holds 50.1%, Remgro 24.9% and Tosaco 25.0% of Total South 
       Africa on a fully diluted basis.                                           
       This transaction realised an after-tax capital surplus of R51 million which
  was accounted for as an exceptional item.                                  
       Gencor Limited (Gencor)                                                    
       The unbundling of Gencor`s interest in Impala Platinum Holdings Limited    
       (Impala) by way of a dividend in specie was approved by Gencor`s           
  shareholders on 25 April 2003. Gencor shareholders received Impala shares  
       on 18 June 2003. On 31 March 2004 Remgro`s interest in Impala was 5.0%.    
       Sage Group Limited (Sage)                                                  
       In June 2003 Sage raised additional capital in the amount of R350 million  
  by way of an issue of shares to a consortium of investors, represented by, 
       and including, AVASA Holdings Limited as well as a rights issue to all     
       shareholders of Sage.                                                      
       In terms of the rights issue and underwriting agreement, Remgro subscribed 
  for 54 177 337 Sage shares for a total consideration of R87.5 million. On  
       31 March 2004 Remgro`s effective interest in Sage was 21.8%.               
       Rainbow Chicken Limited (Rainbow)                                          
       During August 2003 Remgro acquired a further 11.1% in Rainbow at a cost of 
  R119.3 million. Remgro`s interest in Rainbow is now 64.2%.                 
       Trans Hex Group Limited (Trans Hex)                                        
       In terms of a purchase option, 5 million Trans Hex shares were sold to     
       Mvelaphanda Resources Limited during February 2004 for an amount of R54.0  
  million. The transaction realised an after-tax capital loss of R4 million  
       which was accounted for as an exceptional item. Remgro`s interest in Trans 
       Hex decreased from 41.1% on 31 March 2003 to the current level of 34.2%.   
       Subsequent to the year-end:                                                
  BAT preference shares                                                      
       The warrants issued by R&R in January 2003 over the BAT preference shares  
       were exercised by the warrant holders in May of this year, resulting in the
       preference shares being converted into BAT ordinary shares. On 4 June 2004,
  R&R received GBP816 million in respect thereof. Given the increase in the  
       number of ordinary shares as a consequence of the conversion, R&R`s        
       effective interest in the ordinary capital of BAT decreased to 27.9%.      
       Remgro`s effective interest in BAT is 9.3%.                                
  9.   Cash Flow And Dividends                                                    
       The Company`s cash at the centre amounted to R2 150 million at 31 March    
       2004.                                                                      
       Remgro`s share of the proceeds received by R&R on 4 June 2004 in respect of
  the BAT preference shares amounts to approximately R3 300 million.         
       In view of this strong cash position, and notwithstanding the small decline
       in headline earnings for the year, the Board is of the opinion that        
       dividend payments to shareholders should be as follows:                    
  *    Ordinary dividend:                                                    
            The ordinary dividend per share be increased by 14.9% from 248 cents  
            to 285 cents for the 2004 financial year.                             
       *    Special dividend:                                                     
  An additional special dividend of 200 cents per share be paid to      
            shareholders.                                                         
       The total distribution to shareholders in respect of the 2004 financial    
       year is therefore R2 532 million and is made up as follows:                
  R`m       
       Ordinary                                                                   
          - Interim                                                     527       
          - Final                                                       961       
  - Total                                                     1 488       
       Special                                                        1 044       
                                                                      2 532       
       The remaining cash resources are reserved for:                             
  *    Possible investment opportunities; and                                
       *    The repurchase of Remgro ordinary shares in the open market from time 
            to time.                                                              
  Directorate                                                                     
  Mr D Prins was appointed as an independent non-executive director on 23 June    
  2004.                                                                           
  Audit report                                                                    
  The annual financial statements have been audited by Pricewaterhouse-Coopers    
  Inc. and their unqualified audit reports on the comprehensive annual financial  
  statements and the summarised financial statements are available for inspection 
  at the registered office of the Company.                                        
  Dividends                                                                       
  Declaration of Dividend No 8                                                    
  Notice is hereby given that a final dividend of 184 cents (2003: 160 cents) per 
  share has been declared in respect of both the ordinary shares of one cent each 
  and the unlisted B ordinary shares of ten cents each, for the financial year    
  ended 31 March 2004.                                                            
  Together with the interim dividend of 101 cents per share paid during January   
  2004, total dividends for the financial year amounted to 285 cents per share.   
  Declaration of Special Dividend                                                 
  Notice is hereby given that a special dividend of 200 cents per share has been  
  declared in respect of both the ordinary shares of one cent each and the        
  unlisted B ordinary shares of ten cents each.                                   
  Dates of importance:                                                            
  Last day to trade in order to participate in    Friday, 13 August 2004          
  the final and special dividend                                                  
  Trading on or after this date will be ex the    Monday, 16 August 2004          
  final and special dividend                                                      
  Record date                                     Friday, 20 August 2004          
  Payment date                                    Monday, 23 August 2004          
  Shareholders may not dematerialise or rematerialise their holdings of ordinary  
  shares between Monday, 16 August 2004, and Friday, 20 August 2004, both days    
  inclusive.                                                                      
  On payment date, if so mandated, dividends due to holders of certificated       
  securities will either be transferred electronically to bank accounts, or       
  alternatively, cheques will be posted to their registered addresses.            
  Dividends in respect of dematerialised shareholdings will be credited to        
  shareholders` accounts with their Central Securities Depository Participant     
  (CSDP) or broker.                                                               
  The Annual Report will be posted to members during July 2004.                   
  Signed on behalf of the Board of Directors.                                     
  Johann Rupert                   Thys Visser                                     
  Chairman                        Chief Executive Officer/Deputy Chairman         
  Stellenbosch                                                                    
  23 June 2004                                                                    
  Annexure A - Intrinsic net asset value                                          
                                  Stock                                           
                        Shares exchange                     31 March   31 March   
  Held  closing           Exchange      2004       2003   
                Notes  Million    price    GBP`m      rate       R`m        R`m   
  Trade mark                                                                      
  interests                                                                       
  R&R                                                                             
  Holdings                               2 028.2   11.5950    23 517     19 502   
  - BAT                                                                           
  ordinary                                                                        
  shares                 201.4    818.5  1 648.8                                  
  - BAT                                                                           
  preference                                                                      
  shares            1     40.3    695.8    280.3                                  
  - BAT                                                                           
  dividends                                                                       
  received/                                                                       
  accrued           2                       82.9                                  
  - Other net                                                                     
  assets                                    16.2                                  
  Distell                                                                         
  Group                   58.7    1 550                          909        704   
  Financial                                                                       
  services                                                                        
  Absa Group              61.4    4 664                        2 863      1 805   
  FirstRand              520.7      982                        5 113      3 385   
  RMB                                                                             
  Holdings               274.1    1 491                        4 087      2 549   
  Sage Group              65.0      170                          111         17   
  Sagecor                                                         11          9   
  Industrial                                                                      
  interests                                                                       
  Rainbow                                                                         
  Chicken                172.8      545                          942        465   
  Transvaal                                                                       
  Sugar                                                        1 073      1 009   
  Unilever                                                                        
  Bestfoods                                                                       
  Robertsons                                                   1 754      1 442   
  Wispeco                                                        268        186   
  Air                                                                             
  Products                                                                        
  South                                                                           
  Africa                                                         605        423   
  Dorbyl                  14.1    1 850                          260        228   
  Henkel                                                                          
  South                                                                           
  Africa                                                          75         13   
  Nampak                  86.8    1 325                        1 150        998   
  Total South                                                                     
  Africa                                                         933      1 198   
  Mining                                                                          
  interests                                                                       
  Gencor                  38.0       12                            5      1 330   
  Impala                   3.3   51 565                        1 720          -   
  Trans Hex                                                                       
  Group                   30.2    2 725                          823        599   
  Other                                                                           
  interests                                                                       
  Caxton                   7.8      880                           69         43   
  Medi-Clinic                                                                     
  Corporation            178.6    1 200                        2 143      1 339   
  Sundry                                                                          
  investments                                                                     
  and loans                                                       72         78   
  Other net                                                                       
  assets                                                          98        139   
  Cash at the                                                                     
  centre            3                                          2 150      1 652   
  Intrinsic                                                                       
  value                                                       50 751     39 113   
  Issued shares after deduction of shares repurchased and                         
  the shares in The Remgro Share Trust (million)               501.3      506.4   
  Intrinsic value per share                                  R101.23     R77.23   
  Notes                                                                           
  1.   The BAT preference shares and dividend have been valued on the discounted  
       present value method.                                                      
  2.   Remgro`s share of the BAT dividends is repatriated to South Africa annually
  after year-end.                                                            
  3.   Cash at the centre excludes cash held by subsidiaries and associates that  
       are separately valued above.                                               
  4.   The listed investments are valued at stock exchange prices and unlisted    
  investments at directors` valuation.                                       
  Directorate and corporate information                                           
  Non-executive directors                                                         
  Johann Rupert (Chairman),                                                       
  P E Beyers, G D de Jager*, J W Dreyer, P K Harris*, E de la H Hertzog,          
  E Molobi*, J F Mouton*, D Prins*, F Robertson*, P G Steyn*                      
  (*Independent)                                                                  
  Executive directors                                                             
  M H Visser (Chief Executive Officer/Deputy Chairman), W E Buhrmann, D M Falck, J
  A Preller (Mrs), T van Wyk                                                      
  Secretary                                                                       
  M Lubbe (Mrs)                                                                   
  Listing                                                                         
  JSE Securities Exchange South Africa                                            
  Sector: Financial - Investment Companies                                        
  American depositary receipt (ADR) program                                       
  Cusip number 75956M107                                                          
  ADR to ordinary share 1:1                                                       
  Depositary                                                                      
  The Bank of New York,                                                           
  620 Avenue of the Americas,                                                     
  New York NY 10011                                                               
  Business address and registered office                                          
  Carpe Diem Office Park,                                                         
  Quantum Street,                                                                 
  Techno Park,                                                                    
  Stellenbosch 7600                                                               
  (PO Box 456, Stellenbosch 7599)                                                 
  Transfer office                                                                 
  Computershare Investor Services 2004 (Proprietary) Limited,                     
  70 Marshall Street,                                                             
  Johannesburg 2001                                                               
  (PO Box 61051, Marshalltown 2107)                                               
  Auditors                                                                        
  PricewaterhouseCoopers Inc.                                                     
  Stellenbosch                                                                    
  Sponsor                                                                         
  Rand Merchant Bank (A division of FirstRand Bank Limited)                       
  Corporate Finance                                                               
  Website                                                                         
  www.remgro.com                                                                  
  Date: 23/06/2004 05:01:22 PM Produced by the JSE SENS Department                
                                                                                  
                                                                                  
                                                                                  
  



 
 

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