circular to ordinary shareholders

• the amendment of clause 22 of the Voting Pool Agreement, as per the request of the JSE. Thisamendment will have the effect that in the event of a conflict between the Articles ofAssociation and the Voting Pool Agreement, the Articles of Association shall be amended toresolve such conflict, subject to the requirements of the Companies Act.The implementation of the Top-up Transaction is subject, inter alia, to the following:• the approval of shareholders of Gold Reef;• the approval of the Proposed Share Exchange; and• all necessary regulatory approvals, including the Competition Commission and the relevantgaming boards.4.13 JSE listing and voting rights of the new ordinary sharesGold Reef’s ordinary shares are listed on the JSE. All the new Gold Reef shares to be issued interms of the Proposed Share Exchange and the Top-up Transaction will rank pari passu in allrespects with the existing issued shares of the Company.4.14 Major shareholdersAt the last practicable date of this circular and before the Proposed Share Exchange and the Top-upTransaction the ordinary shareholders that beneficially held 5% or more of the issued share capitalof Gold Reef are reflected in paragraph 4.11 above.At the last practicable date of this circular and before the Proposed Share Exchange and the Top-upTransaction, the spread of ordinary shareholders was as follows:Number of Number of PercentageCategory shareholders Percentage shares holdingOrdinary shares of 2 cents eachPublic 1 879 98.38 61 346 382 27,81Non-public 31 1.62 159 256 277 72,19Directors 19 1.00 35 396 191 16,05Associates 9 0.47 46 991 311 21,30Share scheme 1 0.05 2 214 185 1,00Subsidiaries 1 0.05 14 427 602 6,54Holding 10%+ 1 0.05 60 226 988 27,301 910 100.00 220 602 659 100,00The new ordinary shares will be issued to the BEE shareholders, which are all non-publicshareholders as defined by the Listings Requirements, in that:• 69 206 412 ordinary shares will be issued to the BEE shareholders;• the BEE shareholders will collectively hold a 25,33% interest in the issued share capital ofGold Reef.Accordingly, the Proposed Share Exchange and the Top-up Transaction will not result in a change ofcontrol in the Company.5. FINANCIAL INFORMATION5.1 Material changesOther than for the effect of the Proposed Share Exchange and the Top-up Transaction as disclosedin this circular, dated 2 May 2007, the directors report that no material changes in the financial ortrading position of Gold Reef have taken place since Gold Reef ’s published results for the yearended 31 December 2006.20