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GOLD REEFR E S O R T SGOLD REEF RESORTS LIMITED(Incorporated in the Republic of South Africa)(Registration number 1989/002108/06)(Share code: GDF ISIN: ZAE000028338)(“Gold Reef” or “the Company”)Board of directorsExecutive directors:S B Joffe (Chief executive officer)J S Friedman (Financial director)C Neuberger (Chief operating officer)Non-executive directors:M Krok (Chairman)A J AaronR J KhozaM Z KrokJ LeutgebB J SchutteAlternate directors:A KrokS KrokR VierzigerCompany Secretary:C R T PaulNOTICE OF GENERAL MEETING OF SHAREHOLDERSNotice is hereby given that a general meeting of shareholders of Gold Reef will be held at 11:00 orimmediately after the annual general meeting, whichever is the later, on Tuesday, 22 May 2007 for thepurpose of considering, and if deemed fit, passing, with or without modification, the following ordinaryresolutions:1. ORDINARY RESOLUTION NUMBER 1“RESOLVED AS AN ORDINARY RESOLUTION THAT:the agreements comprising the “Proposed Share Exchange” as defined in the circular of which thenotice convening the general meeting of ordinary shareholders of the Company is forming part areapproved and that the directors are authorised to issue and allot 55 206 412 unissued ordinary shares inthe Company in terms of those agreements.This resolution is subject to clause 22 of the Voting Pool Agreement being amended as follows:“as regards clause 22, by deleting the words “the provisions of this Agreement shall, as between thePool Members (and their successors), prevail in respect of the Voting Pool Shares” and replacing samewith the words “the Pool Members undertake to use their best endeavours to amend the articles ofassociation of the Company. Any such amendment will be subject to the required statutory requirementsand will comply with the JSE Limited’s Listing Requirements, if required.”128
COMMENTARYIn terms of the Listings Requirements, the above resolution requires a simple majority (50% plus 1) ofshareholders present in person or proxy, excluding the related parties in relation to the Proposed ShareExchange and their associates. The amendment to clause 22 of the Voting Pool Agreement has beenrequested by the JSE.2. ORDINARY RESOLUTION NUMBER 2“RESOLVED AS AN ORDINARY RESOLUTION THAT:the issue and allotment of 14 000 000 ordinary shares in the Company at R20.50 per share for cash isapproved and that the directors of the Company are authorised to issue and allot those shares.”COMMENTARYIn terms of the Listings Requirements, the above resolution requires a majority of 75% of shareholderspresent in person or proxy, excluding the related parties in relation to the Top-up Transaction and theirassociates.3. ORDINARY RESOLUTION NUMBER 3“RESOLVED AS AN ORDINARY RESOLUTION THAT:Any director of the Company is authorised to sign all such documents as may be necessary to implementordinary resolutions numbers 1 and 2.”VOTING AND PROXIESOn a show of hands, every shareholder present in person or by proxy at the general meeting shall have onlyone vote and a proxy shall have only one vote, irrespective of how many shareholders he/she represents.On a poll every shareholder present in person or by proxy shall have one vote for every share held by suchshareholder.A shareholder entitled to attend and vote at the general meeting may appoint a proxy or proxies to attendand speak and vote in his/her stead. A proxy need not be a shareholder of the Company.Registered holders of certificated Gold Reef shares and holders of dematerialised Gold Reef shares in theirown name who are unable to attend the general meeting and who wish to be represented at the generalmeeting, must complete and return the attached form of proxy in accordance with the instructions containedtherein so as to be received by the transfer secretaries, Link Market Services South Africa (Proprietary)Limited, 5th Floor, 11 Diagonal Street, Johannesburg, 2001 (PO Box 4844, Johannesburg, 2000) by no laterthan 11:00 on Friday, 18 May 2007.Shareholders who have dematerialised their Gold Reef shares, other than holders of dematerialised GoldReef shares in their own name, must inform their CSDP or broker of their intention to attend the generalmeeting and request their CSDP or broker to issue them with the necessary authorisation to attend thegeneral meeting or to provide their CSDP or broker with their voting instructions should they not wish toattend the general meeting in person.By order of the BoardC R T PaulCompany SecretaryJohannesburg2 May 2007129
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9. GENERAL MEETING OF SHAREHOLDERS
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“ALSH BEE shareholders”“Artic
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“joint independent professionalex
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2. RATIONALE FOR THE PROPOSED SHARE
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4.3 The ALSH acquisition4.3.1 Natur
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Total consideration paid to each BE
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• Eglin Investments No. 30 (Propr
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for on the Implementation Date in t
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5.2 BorrowingsDetails of all materi
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The detailed pro forma financial in
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9. GENERAL MEETING OF SHAREHOLDERS
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Abridged curricula vitae of the dir
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11.1.7 Directors’ emolumentsThe t
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11.3 Directors’ opinionThe Board
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Annexure 1AFAIR AND REASONABLE OPIN
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• considered prevailing economic
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Annexure 1BFAIR AND REASONABLE OPIN
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• considered the performance and
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Annexure 2THE PRO FORMA FINANCIAL I
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Notes:(1) Extracted from the review
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considering the evidence supporting
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GROUP BALANCE SHEET AT 31 DECEMBERN
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GROUP CASH FLOW STATEMENT FOR THE Y
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NOTES TO THE ANNUAL FINANCIAL STATE
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1.2 Financial statement presentatio
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Subsequent costs are included in th
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depends on the purpose for which th
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usiness combination) of other asset
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Leases of property, plant and equip
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The nominal value less estimated cr
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4. OTHER INCOME2006 2005 2004R’00
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8. TAXATION2006 2005 2004R’000 R
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11. PROPERTY, PLANT AND EQUIPMENTFu
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15. INVESTMENT IN ASSOCIATE2006 200
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16. INVESTMENT IN JOINT VENTURES (c
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18. SHARE INCENTIVE SCHEME (continu
Page 80 and 81: 23. OTHER RESERVESExistingcontrolbu
Page 82 and 83: 25. INTEREST BEARING BORROWINGS (co
Page 84 and 85: 28. PROVISIONSPerformanceTotalGamin
Page 86 and 87: 30. BUSINESS COMBINATIONS (continue
Page 88 and 89: 31. RELATED PARTY TRANSACTIONS (con
Page 90 and 91: 33. CONTINGENCIES, COMMITMENTS AND
Page 92 and 93: Annexure 5PRICE HISTORY OF GOLD REE
Page 94 and 95: Annexure 6STATEMENT IN RESPECT OF T
Page 96 and 97: Remuneration and Nominations Commit
Page 98 and 99: Annexure 7STATEMENT OF OTHER DIRECT
Page 100 and 101: DIRECTOR STATUS COMPANYRESIGNED STA
Page 102 and 103: DIRECTOR STATUS COMPANYACTIVE TWINC
Page 104: Annexure 8EXTRACTS FROM THE ARTICLE
Page 107 and 108: 17.2 Questions arising at any meeti
Page 109 and 110: AKANI EGOLI ARTICLES OF ASSOCIATION
Page 111 and 112: 17.5 The directors may delegate or
Page 113 and 114: 19.4 Questions arising at any meeti
Page 115 and 116: Annexure 9COMPLETE LIST OF ACQUISIT
Page 117 and 118: Amount NumberBEE partner Agreement
Page 119 and 120: Amount NumberBEE partner Agreement
Page 121 and 122: CONTENTS1. INTRODUCTION 1202. SUMMA
Page 123 and 124: There has been no change in the con
Page 125 and 126: 4.10 Acquisition and disposal of ma
Page 127 and 128: After implementation of the Share E
Page 129: 10.2 Litigation statementThe litiga
Page 133 and 134: GOLD REEFR E S O R T SGOLD REEF RES
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