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2.1.12 “Letters of Allocation” means the renounceable (nil paid) letters of allocation issued bythe Company in electronic form pursuant to the Company’s rights offer in respect of thePreference Shares, which will be tradable on the JSE;2.1.13 “Securities” includes, without limitation, Ordinary Shares or any instruments convertibleinto equity in the share capital of the Company;2.1.14 “Subsidiary” means any subsidiary (within the meaning of Section 1 of the CompaniesAct, 1973);2.2 The Preference Shares shall confer on the Holder thereof the right to a Preference Dividend, ifdeclared, and which shall be determined in the manner set out in paragraphs 2.3 and 2.4 below.2.3 Save for the first Preference Dividend, the Preference Dividends shall, on declaration, becalculated on a daily basis 6 (six)-monthly in arrear up to 31 May and 30 November of each year(the “Dividend Dates”) and be payable to Holders registered as such on the relevant record datein respect of such Preference Dividend. The first Preference Dividend shall be in respect of theinitial period from the Issue Date and ending on the first Dividend Date thereafter (including the firstday but excluding the last day of such period) and thereafter in respect of each periodcommencing on the Dividend Date for the preceding period and ending on the next succeedingDividend Date (including the first day and excluding the last day of such period). The PreferenceDividends shall be paid as soon as possible after each Dividend Date in accordance with theApplicable Procedures, or earlier should the JSE so permit.2.4 The Preference Dividend for each of the Preference Shares shall be calculated in arrear inaccordance with the following formula:B x C x DA = ––––––––––––365Where:A = the Preference Dividend per Preference Share;B = 6.38% per annum subject to paragraph 2.7;C = the number of days of the relevant period for which the Preference Dividend is calculated;andD = the Issue Price of the Preference Share,provided that if the Preference Dividend is not declared, then no dividend shall be declared inrespect of the Ordinary Shares and the Company shall not make any capitalisation issue ofOrdinary Shares in lieu of a dividend until all arrear Preference Dividends shall have been declaredand paid, in preference to any dividend payable to ordinary shareholders, and the PreferenceShares shall be cumulative in this regard.2.5 Each Preference Share shall, at the election of the Holder, be convertible into the relevant numberof Ordinary Shares of the Company as set out in paragraph 2.5.3, on any Business Day followingthe Issue Date up until the day before the Final Conversion Date, on the following basis:2.5.1 should a Holder elect to have all or any part of its holding of Preference Shares convertedinto Ordinary Shares, such Holder shall provide the Company with a written notice (the“Conversion Notice”) of its election at the address provided by the Company from time totime for delivery of such notices, such written Conversion Notice:2.5.1.1 indicating the number of Preference Shares held by such Holder; and2.5.1.2 specifying the number of Preference Shares to be converted by way of thatConversion Notice, provided that such number shall either be all the PreferenceShares held by such Holder or shall be a multiple of 1 000 (one thousand)Preference Shares; and42