Share code: AFB
Short name: ALEXFBS
ISIN code: ZAE 000018230

Notice is hereby given that the forty-seventh annual general meeting of members of the company will be held in the Birchwood Auditorium, Ground Floor at 7th Floor, Alexander Forbes Place, 61 Katherine Street, Sandown on Wednesday, 27 July 2005, at 09:00, for the consideration of the following resolutions:

1.	To receive and adopt the audited financial statements for the year ended 31 March 2005, together with the reports of the directors and auditors.
2.	To re-elect directors of the company. Messrs PL Heinamann, GGH Todd, PJJ van der Walt and RI Gordon retire by rotation in terms of the company’s articles of association. Mr JJ Durand was appointed as a director during the year and, in terms of the company’s articles of association, retires at the annual general meeting. Mr Todd has advised that he will not be standing for re-election at the annual general meeting and will retire from the board with effect from 27 July 2005. The remaining retiring directors are eligible and offer themselves for re-election by way of separate resolution: 2.1 PL Heinamann 2.2 PJJ van der Walt 2.3 RI Gordon 2.4 JJ Durand
	The board recommends the candidates for favourable consideration by members at the annual general meeting. Abbreviated curricula vitae of the directors who offer themselves for re-election are set out here in the Group Report 2005.
3.	To re-appoint the auditors of the company for the ensuing year. On the advice of the audit committee, the board recommends that PricewaterhouseCoopers Inc. be reappointed as external auditors
4.	To consider and, if deemed fit, to pass with or without modification, the following ordinary resolution: “Resolved that the unissued ordinary shares in the share capital of the company, other than the ordinary shares already under the control of the directors for the purpose of future allotments and issues in terms of the Alexander Forbes Share Option Scheme, be and are hereby placed at the disposal, and under the control, of the directors and the directors are hereby authorised and empowered to allot and issue such number of such shares to such person or persons and on such terms and conditions as the directors may from time to time in their sole discretion determine, but subject always to the provisions of the Companies Act 1973 (Act 61 of 1973), as amended and the Listings Requirements of the JSE Securities Exchange South Africa, and provided that: the directors will not, acting under the authority of this resolution, allot or issue more than 5%, in aggregate in any one financial year, of the number of shares of the company which are in issue prior to such issue of shares taking place, unless approved by shareholders at that time in general meeting, and the maximum discount at which any shares may be issued is 10% of the weighted average traded price of such shares measured over the 30 business days prior to the date that the price of the issue is determined or agreed by the directors of the company.”
5.	To approve the following proposed remuneration of the non-executive directors until the next annual general meeting of the company: Name Proposed fees PL Heinamann R880 000 per annum JVH Robins £100 000 per annum TRT Bohlmann R530 000 per annum JJ Durand R200 000 per annum MP Nicholls £57 500 per annum MC Ramaphosa R137 800 per annum* PJJ van der Walt R490 000 per annum * In terms of the empowerment transaction concluded with the Shanduka Group, additional fees are earned by    Shanduka Group for Mr Ramaphosa’s services to subsidiary companies. These fees amounted to R1,5 million    in the past year.
	Please refer here in the group report for a list of the directors’ responsibilities.
6.	To consider, and if deemed fit, to pass with or without modification, the following ordinary resolution: “Subject to the requirements of the JSE Securities Exchange South Africa, the company makes payment of 67 cents per share to all shareholders, by way of a reduction in the share capital of the company, payable to shareholders in respect of the financial year ended 31 March 2005.” It is the opinion of the directors that it is appropriate to make a payment to shareholders by way of a reduction in the capital of the company and specifically the share premium arising out of past share issues as this will result in a significant saving to the company. The directors further recommend that shareholders should vote in favour of the proposed resolution. Every director that holds shares in the company intends to vote in favour of the proposed resolution. The applicable dates for the distribution are reflected here . Having considered the effect of the payment, the directors are of the opinion: That the company and the group will be able in the ordinary course of business to pay its debts for a period of 12 months after the date of approval of the distribution; That the assets of the company and the group will be in excess of the liabilities of the company and the group for a period of 12 months after the date of the approval of the distribution. For this purpose, the assets and liabilities should be recognised and measured in accordance with the accounting policies used in the latest audited annual group financial statements; That the share capital and reserves of the company and the group will be adequate for ordinary business purposes for a period of 12 months after the date of approval of the distribution; and That the working capital of the company and the group will be adequate for ordinary business purposes for a period of 12 months after the date of approval of the distribution The pro forma effects of the distribution to shareholders by way of capital reduction are as follows:

SPECIAL RESOLUTION NO 1:

Requirements of the JSE Securities Exchange South Africa, as amended from time to time, and the requirements of the Namibian Stock Exchange and the Botswana Stock Exchange (“the Listings Requirements”), provided that:

• this authority shall only be valid until the date of the next annual general meeting of the company, provided that it does not extend beyond 15 months from the date this resolution is passed;
• that any repurchases of shares in terms of this authority shall be effected through the order book operated by the JSE trading system and done without any prior understanding or arrangement between the company and the counter-party;
• that the company only appoints one agent to effect any repurchase/s on its behalf;
• any acquisition by the company of its ordinary shares shall be limited to a maximum of 10% of the issued ordinary share capital of the company;
• no share may be acquired at a price more than 10% above the weighted average of the market value of the shares for the five trading days immediately preceding the date upon which such shares are acquired.
• the repurchase of shares by the company or its subsidiaries may not be effected during a prohibited period, as defined in the JSE Listings Requirements;
• after a repurchase, the company will continue to comply with the JSE Listings Requirements concerning shareholder spread requirements;
• an announcement containing full details of such acquisitions of shares will be published as soon as the company and/or its subsidiary/ies has/have acquired shares constituting, on a cumulative basis 3% of the number of shares in issue at the date of the general meeting at which this special resolution is considered, and, if approved, passed, and for each 3% in aggregate of the initial number acquired thereafter.

The reason for and effect of the passing of this resolution is to enable the company and/or its subsidiary company by way of a general authority to acquire its own issued shares, thereby reducing the total number of ordinary shares of the company in issue.

Any decision to use the general authority to repurchase shares of the company and/or the group will be made with regard to prevailing market conditions and other factors and provided that, after such acquisition, the directors are of the opinion that:

• The company and the group will be able to pay its debts in the ordinary course of business for a period of 12 months after the date of notice of the annual general meeting; and
• The consolidated assets of the company and the group, fairly valued in accordance with Generally Accepted Accounting Practice, are in excess of the consolidated liabilities of the company for a period of 12 months after the date of notice of the annual general meeting; and
• The company’s and the group’s issued share capital and reserves will be adequate for a period of 12 months after the date of notice of the annual general meeting to meet its current and foreseeable future requirements; and
• The working capital of the company and the group will be adequate for a period of 12 months after the date of notice of the annual general meeting to meet its current and foreseeable future requirements.

The company will ensure that its sponsor will provide the necessary letter on the adequacy of the working capital in terms of the JSE Listings Requirements, prior to it entering the market to proceed with a repurchase.

Other disclosure relating to ordinary resolution 6 and special resolution 1 in terms of the JSE Listing Requirements Section 11.26 and 11.28.
The JSE Listings Requirements require the following disclosure, some of which appears elsewhere in this annual report of which this notice forms part:

• Directors and management – refer here in the group report
• Major beneficial shareholders – refer here in the financial report
• Directors’ interests in ordinary shares – refer here in the financial report
• Share capital of the company – refer here in the financial report

Litigation statement
In terms of section 11.26 of the JSE Listings Requirements, the directors, whose names are given on pages 8 to 11 of the group report of which this notice forms part, are not aware of any legal or arbitration proceedings, including proceedings that are pending or threatened, that may have or have had in the recent past, being at least the previous 12 months, a material effect on the group’s financial position.

Directors’ responsibility statement
The directors, whose names appear here in the group report of which this notice forms part, collectively and individually accept full responsibility for the accuracy of information pertaining to the special resolution and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this resolution contains all information required by the JSE Listings Requirements.

Material changes
Other than the facts and developments reported on in the annual report, there have been no material changes in the affairs or financial position of the company and its subsidiaries between the date of signature of the audit report and the date of this notice.

VOTING AND PROXIES

On a show of hands, every holder of ordinary shares who is present in person or represented by proxy, or in the case of a company, the representative appointed in terms of s188 of the Companies Act 1973 (Act 61 of 1973), as amended, shall have one vote. On a poll, the holders of ordinary shares present in person or by proxy will each be entitled to one vote for every ordinary share held.

The form of proxy for the annual general meeting, which sets out the relevant instructions for its completion, is attached hereto for the convenience of any certificated shareholder and “own name” registered dematerialised shareholder who cannot attend the meeting but who wishes to be represented thereat. Additional forms may be obtained on request from the transfer secretaries of the company or from the company’s registered office.

Shareholders who have dematerialised their shares through a Central Securities Depository Participant (“CSDP”) or broker, other than “own name” registered dematerialised shareholders, who wish to attend the annual general meeting, must request their CSDP or broker to issue them with a Letter of Representation, or they must provide the CSDP or broker with their voting instructions in terms of the relevant custody agreement/mandate entered into between them and the CSDP or broker.

In order to be effective, duly completed forms of proxy must be received at the office of the transfer secretaries of the company, whose details appear below, by not later than 09:00 on Tuesday, 26 July 2005.

By order of the Board

JE Salvado
Company secretary

30 June 2005

REGISTERED OFFICE

TRANSFER SECRETARIES