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APPENDIX 2DIRECTORS’ RESOLUTION CONTAINING THE RIGHTS AND PRIVILEGES OFTHE PREFERENCE SHARESResolved that:1. The Company allot and issue the convertible perpetual cumulative preference par value shares of R0.01(one cent) each (the “Preference Shares”) to all shareholders, underwriters and renouncees whosubscribe for the Preference Shares pursuant to the Company’s rights offer which the Company is toundertake in respect of such Preference Shares, at a subscription price of R100 (one hundred Rand) perPreference Share.2. In terms of the powers conferred upon the directors in terms of Article 144, the directors determine thatthe following specific rights and privileges shall be applicable to the Preference Shares in addition to therights and privileges contained in Article 144:2.1 For purposes of this resolution words and phrases not defined in this resolution shall have themeanings as defined in Article 144 of the Company’s Articles of Association. In this resolution,unless clearly inconsistent with or otherwise indicated by the context:2.1.1 “Additional Ordinary Shares” means the number of additional Ordinary Shares which willfall to be issued to the relevant Holder as a result of a Retroactive Adjustment of theConversion Price;2.1.2 “Capital Distribution” means:2.1.2.1 any Dividend which is a distribution of share capital or share premium; or2.1.2.2 any Dividend for any financial year of the Company (“the Relevant Dividend”) if thesum of:(a) the Fair Market Value of the Relevant Dividend; and(b) the Fair Market Value of the aggregate of any other Dividend or Dividends inrespect of such financial year (disregarding for such purpose any amountpreviously determined to be a Capital Distribution in respect of that financialyear) (such sum being the “Current Year’s Dividends”),results in the Dividend Cover being less than 1.4 times, and in such case the amount of therelevant Capital Distribution shall be the amount by which the Current Year’s Dividendsresults in the Dividend Cover being less than 1.4 times;2.1.3 “Conversion Notice” means in relation to any Preference Shares a notice given to theCompany by Holders in accordance with paragraph 2.5;2.1.4 “Conversion Price” means the volume weighted average price for an Ordinary Share aspublished by, or derived from, the JSE for 1 (one) Ordinary Share for the 4 (four)consecutive Business Days prior to the last day to trade the Letters of Allocation on theJSE, plus a 30% (thirty percent) premium thereon, subject to adjustment in thecircumstances set out or referred to in paragraph 2.6;2.1.5 “Conversion Rights” means the right of a Holder to require the conversion of all or someof its Preference Shares on any Conversion Date as described in paragraph 2.5;2.1.6 “Current Market Price Per Ordinary Share” means at a particular date the volumeweighted average price for an Ordinary Share published by, or derived from the JSE for1 (one) Ordinary Share for the 5 (five) consecutive Business Days ending on the BusinessDay immediately preceding the particular date provided that if at any time during the said40