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5 (five)-day period the Ordinary Shares shall have been quoted ex-dividend (or ex-anyother entitlement) and during some other part of the 5 (five)-day period the Ordinary Sharesshall have been quoted cum-dividend (or cum any other entitlement) then the volumeweighted average price will be adjusted to exclude or include, as appropriate, that portionof the volume weighted average price attributable to such dividend or entitlement;2.1.7 “Dividend” means any dividend or distribution by the Company whether of cash, assetsor other property, and whenever paid or made and however described (and for thesepurposes a distribution of assets includes without limitation an issue of shares or othersecurities credited as fully or partly paid up (other than an issue of Ordinary Shares fallingwithin paragraph 2.6.2 by way of capitalisation of profits or reserves)), provided that:(a) where a cash Dividend is announced which is to be, or may at the election of a holderor holders of Ordinary Shares be settled by the issue or delivery of Ordinary Shares orother property or assets, then, for the purposes of this definition, the value of theDividend in question shall be the greater of (i) the amount of such cash Dividend or(ii) the Fair Market Value on the date of announcement of such Dividend of the OrdinaryShares or other property or assets to be issued or delivered in settlement of suchDividend (or which would be issued if all holders of Ordinary Shares elected therefore,regardless of whether any such election is made);(b) a purchase of Ordinary Shares by or on behalf of the Company or any Subsidiary ofthe Company shall not constitute a Dividend unless the volume weighted averageprice per Ordinary Share (as Independently Determined) (before expenses) in respectof all such purchases exceeds by more than 5% the volume weighted average priceof the Ordinary Shares published on the JSE on the five Business Days immediatelypreceding (1) the day on which the relevant Ordinary Shares are purchased; or(2) where an announcement (excluding for the avoidance of doubt, any generalauthority for such purchases approved by the Company in general meeting or anynotice convening such a meeting) has been made of the intention to purchaseOrdinary Shares at some future date at a specified price, the date of suchannouncement,in which case such excess shall be deemed to constitute a Dividend in respect of suchOrdinary Shares purchased by the Company;2.1.8 “Dividend Cover” means the Company’s dividend cover expressed as such in its annualfinancial statements for the relevant financial year which is calculated by dividing theCompany’s headline earnings per share (as defined in Circular 7/2002 as issued inDecember 2002 by The South African Institute of Chartered Accountants) for that financialyear by the Current Year’s Dividends (as defined in paragraph 2.1.2.2(b));2.1.9 “Fair Market Value” means with respect to any property on any date the IndependentlyDetermined fair market value of that property provided that (i) the fair market value of acash dividend paid or to be paid shall be the amount of such cash dividend, (ii) whereoptions, warrants, other rights or entitlements to such options, warrants or other rights arepublicly traded in a market of adequate liquidity, as Independently Determined, the fairmarket value of such options, warrants, other rights or entitlements to such options,warrants or other rights shall equal the volume weighted average prices of such options,warrants, other rights or entitlements to such options, warrants or other rights during thepreceding 5 (five) trading days on the relevant market ending on the trading datepreceding the valuation date, or such shorter period as such options, warrants or otherrights or entitlements to such options, warrants or other rights have been publicly traded,(iii) where options, warrants, other rights or entitlements to such options, warrants or otherrights are not publicly traded (as aforesaid) the fair market value of such options, warrants,other rights or entitlements to such options, warrants or other rights will be asIndependently Determined on the basis of a commonly accepted market valuation method;2.1.10 “Independently Determined” means determined by an independent investment bank ofinternational repute or independent accountants selected by the Company;2.1.11 “Issue Date” means 31 May 2004;41