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Wed 24 Nov 2004, 10:15 DISPOSAL BY AFGRI OPERATIONS
AFGRI Limited - Disposal By AFGRI Operations Limited Of A 26.77% Undivided      
                Interest In Its Operations And Net Assets To The AGRI Sizwe     
                Empowerment Trust And Special Distribution To AFGRI Limited     
Shareholders.                                                   
AFGRI Limited(Incorporated in the Republic of South Africa)Registration number: 
1995/004030/06)JSE Share Code: AFRISIN: ZAE000040549(`AFGRI Limited`)           
DISPOSAL BY AFGRI OPERATIONS LIMITED OF A 26.77% UNDIVIDED INTEREST IN ITS      
OPERATIONS AND NET ASSETS TO THE AGRI SIZWE EMPOWERMENT TRUST AND SPECIAL       
DISTRIBUTION TO AFGRI LIMITED SHAREHOLDERS.                                     
1   Introduction                                                                
1.1  AFGRI Limited has been trading under cautionary since 27 July 2004, with   
respect to on-going discussions between AFGRI Limited and a black economic      
empowerment (`BEE`) consortium.                                                 
1.2   AFGRI Limited is now pleased to announce that, subject to fulfilment of   
the suspensive condition set out in 2.7 below, AFGRI Limited, its wholly owned  
subsidiary AFGRI Operations Limited (`AFGRI Operations`) and The Agri Sizwe     
Empowerment Trust (`the Trust`) have entered into an agreement on 23 November   
2004 (`Sale of Business Agreement`) for the disposal by AFGRI Operations of a   
26.77% undivided interest in its operations and net assets to the Trust (`the   
Disposal`).                                                                     
2  The Disposal                                                                 
2.1  Rationale for the Disposal                                                 
2.1.1  The AFGRI Limited board (`Board`) believes that ownership of agricultural
resources is at the heart of land reform in South Africa and that it is in the  
best interests of all South Africans that transformation in the agricultural    
industry be concluded timeously and smoothly. It is also incumbent on industry  
leaders, such as AFGRI Limited, to take the initiative in this regard.          
2.1.2  Accordingly, prior to identifying a preferred BEE partner, the Board     
adopted a set of criteria to use as a guideline in its discussions with         
interested parties. It determined that the following guidelines had to be met   
before AFGRI Limited would consider partnering with a potential BEE partner:    
2.1.2.1  the transfer of ownership must be achieved at a market related price;  
2.1.2.2  BEE must be broad-based and representative;                            
2.1.2.3  black people, as defined in the Broad Based BEE Act, 2003   (`BEE Act`)
(`Black People`), who are also AFGRI Limited group employees should participate 
meaningfully in any potential transaction;                                      
2.1.2.4  the BEE partner must be able to add value to the AFGRI Limited group;  
2.1.2.5  the BEE partner must actively participate in the AFGRI Limited group;  
2.1.2.6  the BEE partner must have access to funding; and                       
2.1.2.7  following the implementation of the BEE transaction the AFGRI Limited  
group should meet any applicable criteria to be considered a black empowered    
enterprise.                                                                     
2.1.3  The Board is of the view that AFGRI Limited`s transaction with the Trust 
fulfils each of these criteria and that subsequent to the Disposal, the AFGRI   
Limited group will benefit in a number of ways, including:                      
2.1.3.1  as a black empowered enterprise, AFGRI Operations` will benefit from   
new business opportunities, such as the ability to meet the BEE criteria for    
government tenders and enabling its customers to count purchases or services    
provided by AFGRI Operations toward their own BEE scorecards;                   
2.1.3.2 the Trust will assist AFGRI Operations in developing new products and   
services to be offered to Black People who form part of its target market;      
2.1.3.3  the Trust will assist the AFGRI Limited group to recruit skilled Black 
People and further its own transformation programme and iniatives;              
2.1.3.4  AFGRI Operations will be able to develop new, and enhance existing,    
relationships with South African financial institutions such as the Land and    
Agricultural Development Bank of South Africa (`Land Bank`) and other           
institutions that fall within the ambit of the Financial Sector Charter; and    
2.1.3.5  AFGRI Operations will be able to assist its customers in achieving     
their own BEE objectives.                                                       
2.1.4  Costs of the transaction to AFGRI Limited and its shareholders           
The Board and its advisors estimate that the direct costs of the Disposal,      
measured as a percentage of AFGRI Limited`s current market capitalisation       
equates to approximately 0.1%. These costs include any Capital Gains Tax (`CGT`)
and income tax recoupments relating to the Disposal, together with the costs    
incurred by AFGRI Limited in implementing the transaction.                      
2.1.4.2 If the opportunity cost of AFGRI Limited investing R100 million of the  
purchase consideration in the collateral investment (see 2.8 below) is taken    
into account, along with the distribution costs which includes R35 million      
Secondary Tax on Companies (`STC`) payable by AFGRI Limited on the proposed     
special dividend (see 2.4.2.9 below) is taken into account net of a notional CGT
saving for AFGRI Limited shareholders, the total cost of the transaction as a   
percentage of AFGRI Limited`s current market capitalisation, equates to         
approximately 1,8%.                                                             
2.2  The Trust                                                                  
The beneficiaries of the Trust include a combination of black business leaders  
and broad-based BEE entities, including Black People who are employed by the    
AFGRI Limited group and consists of:                                            
2.2.1  Agri Sizwe Projects (Proprietary) Limited (`Agri Sizwe`)                 
Agri Sizwe is a company founded by prominent black business people in the       
agricultural and other sectors, including Dominic Sewela, Moses Moloele,        
Khomotso Thoka, Moji Mogari, Lehlohonolo Andrew Makenete and Mabel Mathlare.    
Dominic Sewela is currently the deputy chief executive officer of AFGRI Finance,
a division of AFGRI Operations.                                                 
2.2.2  The AFGRI Empowerment Scheme                                             
Autumn Storm Investments 113 (Proprietary) Limited is the investment vehicle for
the AFGRI Empowerment Scheme a scheme designed to enable Black People who are   
AFGRI Limited group employees to participate in the Disposal.                   
2.2.3 Basebenzi Investments (Proprietary) Limited (`Basebenzi`)                 
Basebenzi is the investment vehicle of the South African Agricultural Plantation
and Allied Workers Union (`SAAPAWU`) an affiliate of the Congress of South      
African Trade Unions, established to promote and protect the interests and      
rights of farm workers and landless tenants. SAAPAWU was founded in 1995 and has
enrolled 250,000 paid up members, who are employed by 42,000 commercial farmers 
and 32,000 small scale farmers.                                                 
2.2.4  Bunang Sizwe Investments Holdings (Proprietary) Limited (`Bunang Sizwe   
Investments`)                                                                   
Bunang Sizwe Investments is a company established as the investment vehicle for 
a women`s empowerment group consortium established to create business and job   
opportunities in the agricultural sector for women in rural areas. The members  
of the consortium are involved in farming activities such as the production of  
broiler chickens, fresh fruit and vegetables.                                   
2.2.5  NERPO Investments Limited (`NERPO`)                                      
NERPO was established in 1998 to promote and gain access as an emerging black   
company to the commercial red meat industry. NERPO was also established to take 
advantage of the government`s supportive policy environment, which recognises   
the crucial role that black farmers should play in their respective industries. 
2.2.6  NAFU Investments Holdings Limited  (`NAFU Investments Holdings`)         
NAFU Investment Holdings is the investment vehicle of the National African      
Farmers Union (`NAFU`), which was established in 1991 by the agricultural       
committee of the National African Federated Chamber of Commerce.  NAFU offers a 
full spectrum of services to the emerging commercial farmers and people engaged 
in agri-business.                                                               
2.3  Purchase Consideration                                                     
2.3.1  The purchase consideration payable by the Trust to AFGRI Operations for a
26,77% undivided interest in the operations and net assets of AFGRI Operations  
is R501 649 563 (plus Value Added Tax (`VAT`) thereon at a rate of zero percent)
and is based on AFGRI Limited`s volume weighted average share price on the JSE  
Securities Exchange South Africa (`JSE`) for the 30 business days prior to AFGRI
Limited publishing the first cautionary announcement on 27 July 2004.           
2.3.2  The Trust will settle the purchase consideration in cash, without        
deduction, set-off or withholding of any nature into a designated AFGRI         
Operations bank account, on the first business day of the month following that  
in which all the suspensive conditions referred to in 2.7 below are fulfilled,  
which is expected to be 1 December 2004 ( `Effective Date`).                    
2.4  The Transaction Structure                                                  
2.4.1  The transaction structure, in diagrammatical format, will be set out in  
the print version of the announcement published on 25 November 2004.            
2.4.2  The key elements of the transaction are as follows:                      
2.4.2.1  AFGRI Limited, AFGRI Operations and the trustees of the Trust have     
entered into the Sale of Business Agreement, pursuant to which the Trust will   
acquire a 26,77% undivided interest in the operations and net assets of AFGRI   
Operations;                                                                     
2.4.2.2  the Trust, AFGRI Limited, AFGRI Operations and the Land Bank have      
entered into a loan agreement on 22 November 2004 (`Loan Agreement`) whereby the
Land Bank will provide an amount of R513,049,563 to the Trust, having been      
provided with the following security:                                           
2.4.2.2.1  a cession in security by the Trust of inter alia, any distributable  
cash to which it is entitled to in terms of the partnership agreement (see      
2.4.2.3 below) and its right to receive any amount payable pursuant to the      
exercise of the call option (see 2.5 below);                                    
2.4.2.2.2  security by AFGRI Limited of the collateral investment (see 2.4.2.7  
below);                                                                         
AFGRI Operations and the Trust have entered into a partnership agreement on 22  
November 2004 in terms of which AFGRI Operations and the Trust will contribute  
their respective net assets into a partnership. The partners will share the     
profits and losses of the partnership as follows:                               
2.4.3.1  The trust: 26,77%; and                                                 
2.4.3.2  AFGRI Operations: 73,33%;                                              
2.4.2.4  AFGRI Operations and the Trust have entered into a partnership         
management agreement on 22 November 2004, delegating the management and control 
of all the partnership`s net assets and operations to AFGRI Operations;         
2.4.2.5  The  Trust will settle the purchase consideration of R501,649,563 in   
cash, using proceeds received from the Land Bank;                               
2.4.2.6  AFGRI Operations will distribute R501 649 563 from surplus reserves to 
AFGRI Limited;                                                                  
2.4.2.7  AFGRI Limited will provide security of R100 million either in the form 
of redeemable preference shares to be issued by a reputable bank, or its wholly 
owned subsidiary, from the funds received by it from AFGRI Operations or in cash
(`Collateral Investment`);                                                      
2.4.2.8  The partnership will receive all the net income attributable to its net
assets and operations; and                                                      
2.4.2.9  AFGRI Limited proposes to distribute an amount of R366,860,541 to its  
shareholders by way of a special dividend of R278,312,174 (equating to 83.8     
cents per AFGRI Limited share) (`Special Dividend`) and a special payment of    
R88,548,367 (equating to 26.7 cents per AFGI Limited share) (`Special Payment`) 
utilising the remaining balance on AFGRI Limited`s share premium account        
(collectively `Special Distribution`).                                          
(collectively the `Transaction`)                                                
2.5  The Call Option                                                            
2.5.1  In terms of the Sale of Business Agreement, AFGRI Operations has the     
right to call on the Trust to sell to AFGRI Operations its undivided interest in
the operations and net assets of AFGRI Operations, together with the Trust`s    
interest in the assets and liabilities of the partnership (`Call Option`).      
2.5.2  The Call Option may be exercised by AFGRI Operations:                    
2.5.2.1  for an indefinite period from the date on which the loan from the Land 
Bank to the  Trust  has been repaid; or                                         
2.5.2.2  if an event of default as described in the Sale of Business Agreement  
occurs; or                                                                      
2.5.2.3  upon the receipt by AFGRI Operations of a written notice issued by the 
Land Bank upon the occurrence of an event of default under the Loan Agreement   
notifying AFGRI Operations that all amounts owing by the Trust  to the Land Bank
have become due and payable.                                                    
2.5.3  Should the Call Option be exercised, the Call Option price to be paid by 
AFGRI Operations to the Trust shall be the fair market value of the Trust`s     
undivided interest in the operations and net assets of AFGRI Operations,        
determined in accordance with the following formula:                            
 A = ((B - C + D)    x E                                                        
(1 - E))                                                                
A = Call Option price;                                                          
B = 30 day weighted average traded price of AFGRI Limited shares on the JSE over
the 30 business days prior to the date on which the Call Option was exercised,  
multiplied by the number of AFGRI Limited shares then in issue (excluding       
treasury shares then in issue);                                                 
C = the fair value of all the assets of AFGRI Limited, excluding its shares and 
loan accounts against AFGRI Operations, as determined by a panel of experts;    
D = the fair value of all liabilities of AFGRI Limited, excluding any liability 
it has towards AFGRI Operations, as determined by a panel of experts;           
E = the option percentage, which is currently 26.77%.                           
In addition, VAT will be added to the Call Option price.                        
2.5.4  If the Call Option is exercised:                                         
2.5.4.1  pursuant to 2.5.2.1, AFGRI Operations will settle the Call Option price
by allotting and issuing new ordinary shares in AFGRI Operations to the Trust or
which offer allotment and issue represents the undivided interest the Trust had 
in the opertions and net assets of AFGRI Operations.                            
2.5.4.2  pursuant to 2.5.2.2 or 2.5.2.3, AFGRI Operations may elect to settle   
the Call Option price either by making a cash payment to the Trust or by        
allotting and issuing new ordinary shares in AFGRI Operations to the Trust,     
provided that subject to the approval by AFGRI Limited shareholders (see 4      
below) and there is no legal impediment or restriction at the relevant time and 
subject to the Listings Requirements of the JSE, AFGRI Limited will be entitled 
in its sole discretion to require the Trust to exchange any ordinary shares in  
AFGRI Operations received pursuant to the exercise of the Call Option for new   
ordinary shares in AFGRI Limited.                                               
2.6  Financial effects of the Disposal                                          
Pro forma financial effects of the Disposal on AFGRI Limited                    
The unaudited pro forma financial effects of the Disposal on the earnings,      
headline earnings, net asset value and net tangible asset value per share for   
AFGRI Limited, are set out below. The unaudited pro forma financial effects have
been prepared for illustrative purposes only and because of their nature, may   
not fairly reflect the financial position of AFGRI Limited after the Disposal or
results of its operations going forward. The unaudited pro forma financial      
effects provided are the responsibility of the Board.                           
                                               After the                        
Before 1      disposal 2      Change            
       Per AFGRI Limited Share   (cents)         (cents)        (%)             
Earnings3                    43,6            37,6      (15,6)                   
Headline earnings3           30,2            24,1      (22,5)                   
Net asset value4            430,4           430,4          -                    
Net tangible asset value4   403,3           403,3          -                    
Weighted average number of                                                      
AFGRI Limited Shares in                                                         
issue (million)             332,3           332,3                               
Number of AFGRI Limited Shares in                                               
issue (million)             332,0           332,0                               
Notes:                                                                          
1  The `Before` column is based on the published reviewed interim results of    
AFGRI Limited for the six month period ended 31 August 2004.                    
2  The `After` column reflects the financial effects after the Disposal on AFGRI
Limited.                                                                        
3  The earnings and headline earnings effects are calculated based on the       
following assumptions:                                                          
-  The Disposal was effective 1 March 2004;                                     
-  The Trust`s 26.77% undivided interest in the net assets and operations of    
AFGRI Operations is accrued on the earnings of AFGRI Operations for the period, 
excluding the profit or loss from discontinued operations and disposal of joint 
ventures;                                                                       
-  Dividend income is received on the Collateral Investment of R100 million at  
an assumed rate of 7% per annum;                                                
-  No interest is raised on the purchase consideration of R501,649,563, net of  
the R100 million Collateral Investment, as it is assumed that the Special       
Distribution was effected on the same date as the receipt of the purchase       
consideration; and                                                              
-  Costs of R3 million, as a result of the Disposal, will be borne by AFGRI     
Limited.                                                                        
-  Net asset and net tangible asset effects are calculated based on the         
assumption that the Disposal was effective 31 August 2004.                      
2.7  Suspensive condition                                                       
The Disposal is subject to the following outstanding suspensive condition:      
2.7.1  AFGRI Operations securing, by not later than 30 November 2004, the       
written consent of such counterparties in terms of the existing executory       
contracts to which AFGRI Operations is a party as AFGRI Operations in its sole  
discretion deems necessary for the implementation of the transaction.           
2.8  Collateral Investment                                                      
2.8.1  In terms of the Loan Agreement, AFGRI Limited will make available the    
Collateral Investment as security for the obligations of the Trust under the    
Loan Agreement.                                                                 
2.8.2  The Loan Agreement provides for a partial release of the Collateral      
Investment by the Land Bank during the term of the Loan Agreement, as the       
indebtedness of the Trust to the Land Bank reduces over time.                   
2.8.3  The Collateral Investment may only be applied by the Land Bank against   
the outstanding balance of the Land Bank Loan should the proceeds received by   
the Trust in terms of the Call Option be insufficient for this purpose (refer   
2.5 above).                                                                     
2.9  Undertakings by the AFGRI Limited Group                                    
2.9.1  AFGRI Limited has undertaken to use its reasonable endeavours, by no     
later than 28 February 2005, to obtain the approval of the AFGRI Limited        
shareholders for the proposed increase in its share capital and to obtain       
authorisation for the Board, subject to there being no legal impediment or      
restriction to it doing so at the relevant time and subject to the Listings     
Requirements of the JSE, to allot and issue AFGRI Limited shares in accordance  
with 4 below.                                                                   
2.9.2  AFGRI Limited has also undertaken to propose the appointment of two Black
People nominated by the Trust to the Board.                                     
2.10  Undertakings by the Trust                                                 
The Trust has undertaken to AFGRI Operations that, to the extent reasonably     
required by AFGRI Operations it will:                                           
2.10.1 attend presentations or meetings arranged by AFGRI Operations;           
2.10.2 lend its support to AFGRI Operations` transformation iniatives ; and     
2.10.3 identify new business opportunities in the agri business industry in     
South Africa for AFGRI Operations.                                              
3  Special Distribution                                                         
3.1  Background to the Special Distribution                                     
3.1.1  AFGRI Limited proposes and is seeking shareholder approval to declare the
Special Dividend.                                                               
3.1.2  In addition, AFGRI Limited proposes and is seeking shareholder approval  
for the Special Payment.                                                        
3.2  Financial Effects of the Special Distribution                              
3.2.1  The principle assumption that affects the calculation of the pro forma   
earnings and headline earnings after the Special Distribution is the R35 million
STC charge that AFGRI Limited is assumed to bear as result of the Special       
Dividend. As this STC charge is an adjustment that is directly attributable to  
the Special Distribution, it has been included in the calculation of the pro    
forma financial effects of the Special Distribution, notwithstanding that it    
will not have a continuing effect on AFGRI Limited`s earnings and headline      
earnings. Accordingly, the Board has based the financial effects of the Special 
Distribution on the audited annual financial statements of AFGRI Limited for the
year ended 29 February 2004 to put the effect of the STC assumption in context. 
3.2.2  Pro forma financial effects of the Special Distribution on AFGRI Limited 
The unaudited pro forma financial effects of the Special Distribution on the    
earnings, headline earnings, net asset value and net tangible asset value per   
share for AFGRI Limited, are set out below. The unaudited pro forma financial   
effects have been prepared for illustrative purposes only and because of their  
nature, may not fairly reflect the financial position of AFGRI Limited after the
Special Distribution or results of its operations going forward. The unaudited  
pro forma financial effects provided are the responsibility of the Board.       
After the                           
               Before 1       After the       special                           
                              disposal1 distribution2   Change                  
     Earnings4            83.5            63.5          52.9   (16.7)           
Headline                                                                   
     earnings4            93.9            73.8          63.2   (14.4)           
     Net asset value5    414.0           414.0         293.1   (29.2)           
     Net Tangible asset                                                         
value5              394.5           394.5         273.6   (30.6)           
    Weighted average                                                            
    number of AFGRI Limited                                                     
   shares in issue                                                              
(million)            333.1           333.1         333.1                     
    Number of AFGRI                                                             
    Limited shares in                                                           
    issue (million)     328.0           328.0          328.0                    
* - Represents the percentage change of the Special Distribution based on the   
effects after the Disposal.                                                     
Notes:                                                                          
1  The `Before` column is based on the audited annual financial statements of   
AFGRI Limited for the year ended 29 February 2004.                              
2  The `After the Disposal` column is based on the assumptions set out in the   
financial effects table presented in paragraph 2.6.1 above, except that it is   
assumed that the Disposal was effective 1 March 2003.                           
3  The `After the Special Distribution` column reflects the financial effects   
after the Disposal and the Special Distribution.                                
4  The earnings and headline earnings effects are calculated based on the       
following assumptions:                                                          
- The Special Distribution was effective 1 March 2003; and                      
-  STC of R35 million is accrued on the Special Dividend.                       
1  Net asset and net tangible asset effects are calculated based on the         
following assumptions:                                                          
-  The Special Distribution was effective 29 February 2004; and     
            -  STC of R35 million is accrued on the Special Dividend.           
3.2.3  Pro forma financial effects of the Special Distribution on an AFGRI      
Limited shareholder                                                             
The unaudited pro forma financial effects of the Special Distribution on an     
AFGRI Limited Shareholder, taking into account of the Special Distribution in   
the hands of AFGRI Limited Shareholders are set out below. The unaudited pro    
forma financial effects have been prepared for illustrative purposes only and   
because of their nature, may not fairly reflect the financial position of AFGRI 
Limited after the Special Distribution or results of its operations going       
forward. The unaudited pro forma financial effects provided are the             
responsibility of the Board.                                                    
After the                                                                       
                  Before 1    After the       special                           
                              disposal1 distribution2   Change                  
Per AFGRI       (cents)      (cents)       (cents)     (%)Limited Share         
Earnings4             83.5         63.5           59.1    (6.9)          
       Headline earnings4    93.9         73.8           69.5    (5.8)          
       Net asset value5     414.0        414.0          403.2    (2.6)          
       Net Tangible asset                                                       
value5               394.5        394.5          383.7    (2.7)          
      Weighted average                                                          
     number of AFGRI Limited                                                    
     shares in issue                                                            
(million)               333.1        333.1          333.1                   
     Number of AFGRI                                                            
     Limited shares in                                                          
     issue (million)        328.0        328.0           328.0                  
* Represents the percentage change of the Special Distribution based on the     
effects after the Disposal.                                                     
Notes:                                                                          
1  The `Before` column is based on the audited annual financial statements of   
AFGRI Limited for the year ended 29 February 2004.                              
2  The `After the Disposal` column is based on the assumptions set out in the   
financial effects table presented in paragraph 2.6.1 above, except that it is   
assumed that the Disposal was effective 1 March 2003.                           
3  The `After the Special Distribution` column reflects the effect on an AFGRI  
Limited Shareholder after the Disposal and the Special Distribution based on the
assumptions set out in 3.2.1 above and takes account of the Special Distribution
in the hands of the AFGRI Limited shareholder.                                  
4  The earnings and headline earnings effects are further based on the          
assumption that the Special Distribution was invested by the AFGRI Limited      
shareholders at an after tax rate return of 5.6% per annum.                     
5  The net asset value and net tangible asset value effects include the Special 
Distribution of 110.5 cents per share in the hands of the AFGRI Limited         
shareholder.                                                                    
             6  The financial effects do not take consideration of any capital  
gains tax incurred by AFGRI Limited shareholders as a consequence of the Special
Distribution.                                                                   
4  Specific Authority in Respect of the Issue of Shares pursuant to the Call    
Option                                                                          
4.1.1  Pursuant to the Call Option, AFGRI Limited may, in future, elect to issue
AFGRI Limited shares to the Trust in exchange for the Trust`s shareholding, or  
rights to shareholding, in AFGRI Operations.                                    
4.1.2  Such election by AFGRI Limited is subject to the approval of AFGRI       
Limited shareholders and there being no legal impediment or restriction to it   
doing so at the relevant time and subject to the Listings Requirements of the   
JSE.                                                                            
4.1.3  AFGRI Limited will allot and issue AFGRI Limited shares to the Trust in  
accordance with the following formula:                                          
F  =     A                                                                      
         B                                                                      
Where:                                                                          
F =  the number of AFGRI Limited shares to be issued;                           
A = the Call Option price as calculated in 2.5 above; and                       
B = the weighted average traded price of AFGRI Limited shares on the JSE over   
the 30 business days prior to the dates on which the Call Option is exercised.  
4.1.4  Any AFGRI Limited shares which are to be issued pursuant to the Call     
Option will:                                                                    
4.1.4.1  be of a class already in issue;                                        
4.1.4.2  be issued to public shareholders;                                      
4.1.4.3  not be issued to a related party; and                                  
4.1.4.4  not be issued at a discount exceeding 10% of the 30 day weighted       
average traded price of AFGRI Limited shares at the date of the exercise of the 
Call Option.                                                                    
5  Appointment of BEE Directors to the Board                                    
5.1.1  Subject to the implementation of the Disposal, and the approval by    
AFGRI Limited shareholders in general meeting, it is intended that the Board be 
reconstituted to reflect the Trust`s interest in the AFGRI Limited group.       
5.1.2  In terms of the Sale of Business Agreement, the Trust has nominated the  
following two Black People to represent it on the Board:                        
5.1.2.1  Moses Moloele; and                                                     
5.1.2.2  Khomotso Thoka.                                                        
6  Circular to Shareholders and Convening of a General Meeting                  
6.1  In terms of the Listings Requirements of the JSE, the Disposal is          
classified as a Category 2 transaction and AFGRI Limited is not required to seek
the approval of its shareholders for the Disposal. AFGRI Limited expects the    
Disposal to become effective on 1 December 2004.                                
6.2  However, the Listings Requirements of the JSE stipulate that details of a  
Category 2 transaction must be provided to shareholders and, accordingly, AFGRI 
Limited will prepare a circular setting out the relevant information relating to
the Transaction.                                                                
6.3  The circular will contain a notice convening a general meeting at which    
ordinary and special resolutions in respect of the following matters will be    
proposed:                                                                       
6.3.1  for AFGRI Limited to make the Special Distribution;                      
6.3.2  to grant specific authority to the AFGRI Limited board for the issue of  
shares in relation to the Call Option;                                          
6.3.3  to increase the authorised share capital of AFGRI Limited;               
6.3.4  to place the authorised but unissued AFGRI Limited Shares under the      
authority of the AFGRI Limited Board; and                                       
6.3.5  to appoint two new BEE directors to the AFGRI Limited Board.             
6.4  The circular referred to in 6.2 is expected to be posted to AFGRI Limited  
shareholders on or about 10 December 2004.                                      
7  The Board`s opinion                                                          
The Board has considered the terms and conditions of the Sale of Business       
Agreement and are of the opinion that they are beneficial to AFGRI Limited and  
its shareholders for the reasons set out in 2.1 above.                          
Bryanston24 November 2004                                                       
Corporate advisor to AFGRI Limited   Legal advisor to AFGRI Limited             
              Brait                           Brink Cohen                       
    Transaction sponsor                  Sponsor to AFGRI Limited               
Transaction arranger and corporate                                              
advisor to The Agri Sizwe                                                       
Empowerment Trust                                                               
First Africa                                                                    
Debt financier                                                                  
- Brait Sponsors  -       - RMB Sponsors -         - Land Bank  -               
Auditors and reporting      Legal advisor to         Legal advisor to           
Accountants                 The Agri Sizwe           the Transaction            
- PWC  -                    Empowerment Trust -      WWB -                      
                            Mchunu Koikanyang -                                 
Date: 24/11/2004 09:02:14 AM                   
Produced by the JSE SENS Department
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