circular to ordinary shareholders

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