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Winhold / Inmins - Rationalisation Of The Winhold Group: Results Of General And Scheme Meetings WINHOLD LIMITED (Incorporated in the Republic of South Africa) (Registration number 1945/019679/06) Share code: WNH ISIN: ZAE000033916 (`Winhold`) INMINS LIMITED (Incorporated in the Republic of South Africa) (Registration number 1969/004321/06) Share code: INM ISIN: ZAE000003588 (`Inmins` or `the company`) (collectively, `the Winhold Group`) RATIONALISATION OF THE WINHOLD GROUP: RESULTS OF GENERAL AND SCHEME MEETINGS 1.RESULTS OF MEETINGS The boards of directors of the Winhold Group wish to advise shareholders that: - all the resolutions required to implement the rationalisation of the Winhold Group were approved at the general meeting held on 18 April 2005 and the scheme meeting adjourned to 25 April 2005 and, where necessary, the resolutions have been registered by the Registrar of Companies (`the Registrar`); - the scheme proposed by Winhold to the shareholders of Inmins has been sanctioned by the High Court of South Africa and the Order of Court registered by the Registrar; - the scheme constituting Inmins as a wholly-owned subsidiary of Winhold is therefore unconditional. 2.LISTINGS ON THE JSE SECURITIES EXCHANGE SOUTH AFRICA Shareholders are reminded that: - the Winhold consideration shares will be listed from Monday 16 May 2005; - the operative date of the scheme is Monday 23 May 2005; - the listing of Inmins will terminate from the commencement of trading on Monday 23 May 2005; - share certificates in respect of the Winhold consideration shares will be posted on Monday 23 May 2005 to those shareholders of Inmins who have already surrendered their documents of title. 3.SURRENDER OF SHARE CERTIFICATES 3.1 Certificated shareholders in Inmins who have not already done so are requested to surrender their existing share certificates in accordance with the instructions set out below in order to receive share certificates in respect of the consideration due in terms of the scheme. 3.2 A copy of this announcement together with a form of surrender will be despatched to all shareholders today. The form of surrender must be completed by all certificated shareholders and returned, together with relevant share certificate/s and/or other document/s of title, to Computershare Investor Services 2004(Proprietary) Limited, Exchanges Department, Ground Floor, 70 Marshall Street, Johannesburg 2001 (PO Box 61763, Marshalltown 2107). The transfer secretaries will, within five business days of the receipt of the duly signed form of surrender and the share certificate/s which must accompany it, send a share certificate in respect of the number of shares to which a certificated shareholder is entitled in terms of the scheme at his/her risk, by registered post, to the address of the shareholder concerned as shown in the company`s register of shareholders, or to any other address as instructed in writing. This does not apply to dematerialised shareholders who will have their share entitlements automatically credited to their electronic record of holdings maintained by their Central Securities Depository Participant (`CSDP`) or broker. 3.3 In terms of the exchange control regulations of the Republic of South Africa, documents of title to be issued to: 3.3.1 non-resident or emigrant shareholders will be restrictively endorsed in terms of those regulations; and 3.3.2 emigrant shareholders will be placed under the control of the authorised bank dealing in foreign exchange in the Republic of South Africa nominated by that shareholder. It follows therefore that the authorised dealer releasing blocked shares must countersign the form of surrender, thereby indicating that the new share statements will be placed under their control. 3.4 New share certificates will not be despatched to shareholders before shareholders have surrendered their existing certificate/s in respect of the shares held by them, provided that if any shareholder produces evidence to the satisfaction of Inmins that the certificate in respect of any shares has been lost or destroyed, the company may dispense with the surrender of such certificate against the provision of an indemnity acceptable to the company, the costs of which indemnity shall be borne by the shareholder concerned. This does not apply to dematerialised shareholders as their CSDP or broker will automatically handle this on their behalf. By order of the boards Germiston 11 May 2005 Coporate adviser LANARK FINANCIAL SERVICES Attorneys FLUXMANS Fluxmans Inc. Registration No:2000/024775/21 Sponsor LPC Manhattan Moela (Pty) Ltd (Registration number 2001/009215/07) Auditors and reporting accountants BDO Spencer Steward (JHB)Inc Charted Accoutants and Auditors Independent professional expert BDO capital (Proprietary) Limited Registration number 1983/002903/07) Date: 11/05/2005 05:12:15 PM Produced by the JSE SENS Department
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