1492 Iliad A/R pg21-44 for pdf - ShareData 2.pdf · Iliad trades in both the residential and...

Report of the independent auditors 21

Statement of compliance by the company secretary 21

Directors’ report 22

Statement of directors’ responsibility 23

Balance sheets 24

Income statements 25

Cash flow statements 26

Statements of changes in shareholders’ equity 27

Notes to the annual financial statements 28

Shareholder analysis 40

Shareholders’ diary 41

Corporate information 41

Notice of Annual General Meeting 42

Contact details 45

Form of proxy

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2003

20 ILIAD ANNUAL REPORT 2003

REPORT OF THE INDEPENDENT AUDITORS FOR THE YEAR ENDED 31 DECEMBER 2003

We have audited the annual financial statements and group annual

financial statements of Iliad Africa Limited as set out on pages 22 to 39

for the year ended 31 December 2003. These financial statements are

the responsibility of the company’s directors. Our responsibility is

to express an opinion on these financial statements based on our audit.

Scope

We conducted our audit in accordance with Statements of South

African Auditing Standards. Those standards require that we plan and

perform the audit to obtain reasonable assurance that the financial

statements are free of material misstatement. An audit includes:

• examining, on a test basis, evidence supporting the amounts and

disclosures in the financial statements,

• assessing the accounting principles used and significant estimates

made by management, and

• evaluating the overall financial statement presentation.

We believe that our audit provides a reasonable basis for our opinion.

Audit opinion

In our opinion, the financial statements fairly present, in all material

respects, the financial position of the company and the group at

31 December 2003 and the results of their operations and cash flows

for the year then ended, in accordance with South African Statements

of Generally Accepted Accounting Practice and in the manner required

by the South African Companies Act.

Grant Thornton

Chartered Accountants (SA)

Registered Accountants and Auditors

Johannesburg

8 March 2004

The company has lodged with the Registrar of Companies in respect of

the year ended 31 December 2003 all such returns as are required of a

public company in terms of the South African Companies Act and all

such returns are true, correct and up to date.

Neichrist Computing & Financial Services (Pty) Limited

Secretary

8 March 2004

STATEMENT OF COMPLIANCE BY THE COMPANY SECRETARY

ILIAD ANNUAL REPORT 2003 21

DIRECTORS’ REPORT


Your directors present their sixth Annual Report which forms part of the

audited financial statements of the company and of the group for the

year ended 31 December 2003. This report deals with matters not

specifically dealt with elsewhere in the annual report.

1 Nature of business and review of activities

Iliad Africa Limited is the holding company of Iliad Africa Investments

(Proprietary) Limited and Iliad Africa Trading (Proprietary) Limited

which has operating divisions that focus on the sourcing, distribution

and retailing of a comprehensive range of building materials.

Iliad trades in both the residential and non-residential segments of the

market with a well-established geographic footprint and strong regional

brands. Proven trading skills, as well as the owner-manager philosophy

at operational level, have been positive contributors to Iliad’s

overall success.

On 19 September 2003, upon the fulfilment of the conditions

precedent, Iliad Africa Limited (the company) and Iliad Africa Trading

(Proprietary) Limited acquired the Corpbuild businesses from Corpgro

Industrial and Building Supplies (Proprietary) Limited (Corpbuild) and

Corpcapital Limited. These businesses are identical to the building

material and ironmongery operations conducted by Iliad and will

be managed in the same manner as existing Iliad operations.

The purchase consideration was R258 129 950 and was settled by the

issue of 46 million Iliad Africa Limited ordinary shares (Iliad shares) to

Corpbuild at a price of 280 cents, the issue of 25 million Iliad shares

to specifically identified financial institutions at a price of 300 cents

and R54 329 950 from existing cash resources, being R50 million

capital cost and interest of R4 329 950. The Corpbuild businesses have

substantially improved the geographic spread of Iliad’s presence in

South Africa.

2 Group results

The group’s results and state of affairs for the year under review

are set out on pages 22 to 39.

3 Dividend

The sixth dividend of 19 cents per share was declared on

8 March 2004 payable on 5 April 2004 to shareholders

registered on 26 March 2004.

4 Stated capital

Details of the stated capital are as follows:

On 31 December 2003 the company had 147 200 000 ordinary

shares in issue and the stated capital amounted to R228 086 786.

At the beginning of the year under review the company had

75 269 000 ordinary shares in issue and a stated capital account

of R24 304 079.

On 4 April 2003 the company allotted and issued 133 000 ordinary

shares at an average issue price of 50 cents per share. On

17 July 2003, 266 000 ordinary shares were allotted and issued

at an average price of 63.5 cents per share and on 13 October

2003 532 000 ordinary shares were allotted and issued at an average

price of 63.5 cents per share. The shares were all allotted and

delivered in terms of the Iliad Africa Second Share Option Scheme,

the company’s employee share option scheme.

At 31 December 2003, Iliad Africa Investments (Proprietary) Limited,

a subsidiary company, continued to hold 7 358 879 ordinary shares

which are held as treasury shares. The company’s stated capital has

been reduced by the cost of these treasury shares.

The issued shares are widely held by the public. An analysis of

shareholders and shareholdings at 31 December 2003 appears

on page 40 of the annual report.

5 Special resolutions

A full list of special resolutions passed by the company during the

year will be made available on request.

6 Directors and secretary

Directors: Messrs G Psillos, RB Patmore, EH Ferreira, NP Goosen,

RT Ririe and HC Turner.

There were no further changes to the Board of directors from the date

of the last report to the date of this report.

In terms of the company’s articles of association, by rotation Messrs

RB Patmore and EH Ferreira retire from the Board at the forthcoming

Annual General Meeting. Being eligible, both directors have offered

themselves for re-election.

Secretary: Neichrist Computing & Financial Services (Proprietary)

Limited acted as secretary for the past financial year. Information

concerning the secretary is reflected on page 41.


STATEMENT OF DIRECTORS’ RESPONSIBILITY

7 Directors’ shareholding

The total direct and indirect beneficial and non-beneficial interest

of directors in the shares of the company are:

Direct Indirect and

2003 beneficial non-beneficial

EH Ferreira* 29 000

NP Goosen 217 400

G Psillos* 2 486 501 13 479 000

HC Turner* 200 000

2 686 501 13 725 400

Direct Indirect and

2002 beneficial non-beneficial

EH Ferreira* 29 000

NP Goosen 217 400

G Psillos* 3 493 000 13 479 000

3 493 000 13 725 400

*Non-executive

The shareholding above has not changed between 31 December 2003

and the date of this report.

Mr G Psillos is the only director who held in excess of 1% of the

company’s stated capital. All major shareholders with beneficial interests

in Iliad greater than 5% at 31 December 2003 are disclosed on page 40.

The executive directors held rights in terms of the share incentive

scheme to take delivery of 2 156 000 shares at an average price of

66,3 cents per share (2002: 2 156 000 shares at an average price

of 66,3 cents per share). This is disclosed on page 36.

8 Subsidiaries

Information relating to the subsidiaries appears on page 39 of

this report.

9 Auditors

Grant Thornton will continue in office in accordance with Section

270(2) of the Companies Act.

10 Employment Equity Act and Skills Development Act

The Employment Equity and Skills Development Acts are being

complied with.

11 Post balance sheet events

No events took place after year-end and to the date of the report, which

would have a material effect on the financial statements.

The directors of Iliad Africa Limited are responsible for the preparation

and presentation of the financial statements and other information

presented in the annual report in a manner that fairly represents the

state of affairs and results of the operations of the company and the

group. The annual financial statements contained on pages 22 to 39

have been prepared in accordance with Generally Accepted

Accounting Practice. The external auditors are responsible for carrying

out an independent examination of the financial statements in

accordance with Generally Accepted Auditing Standards and reporting

their findings thereon. The auditors’ report is on page 21.

The directors have no reason to believe that the group will not

continue as a going concern in the year ahead and our external

auditors concur with this view.

The directors assume responsibility for the annual financial statements

and the group annual financial statements, set out on pages 22 to 39,

which were approved by the Board on 8 March 2004 and are signed

on its behalf by

Ralph Patmore Neil Goosen

Chief Executive Officer Financial Director

BALANCE SHEETS AT 31 DECEMBER 2003


ASSETS

Non-current assets

Property, plant and equipment 2 42 318 14 861

Intangible assets 3 66 144

Financial assets 4 261 166 35 164

Deferred taxation 5 9 158 11 493

Total non-current assets 117 620 26 354 261 166 35 164

Current assets

Inventories 6 325 039 154 375

Trade and other receivables 209 646 85 375 137

Cash and cash equivalents 69 990 21 129 24 108

Total current assets 604 675 260 879 24 245

Total assets 722 295 287 233 261 190 35 409

EQUITY AND LIABILITIES

Capital and reserves

Stated capital 7 220 585 16 801 228 087 24 303

Retained income 165 742 107 355 32 977 11 209

Total shareholders' equity 386 327 124 156 261 064 35 512

Non-current liabilities

Long-term borrowings 8 992 839

Total non-current liabilities 992 839

Current liabilities

Trade and other payables 316 375 156 000 456 221

Short-term borrowings 8 2 575 2 357

Taxation 16 026 3 881 (330) (324)

Total current liabilities 334 976 162 238 126 (103)

Total equity and liabilities 722 295 287 233 261 190 35 409

Net tangible asset value per share (cents) based on 139 841 121 (2002: 67 910 121)

ordinary shares in issue at year-end 229,0 182,8

GROUP COMPANY

2003 2002 2003 2002Notes R000 R000 R000 R000

INCOME STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2003


Turnover 1 140 019 752 764

Cost of sales 815 193 532 935

Gross margin 324 826 219 829

Selling and distribution expenses 232 086 161 689

Operating profit before finance costs 11 92 740 58 140 30 816 10 038

Net finance costs 12 1 508 3 818 19

Profit before taxation 91 232 54 322 30 816 10 019

Taxation 13 24 680 13 818 6

Earnings for the year 66 552 40 504 30 816 10 013

Number of ordinary shares in issue at year-end including

7 358 879 treasury shares (2002: 7 358 879 shares) 147 200 000 75 269 000

Weighted average number of ordinary shares in issue 15 88 478 042 68 104 952

Headline earning per share (cents) 15 76,4 62,0

Earnings per share (cents) 15 75,2 59,5

Diluted headline earnings per share (cents) 15 71,7 57,6

Diluted earnings per share (cents) 15 70,5 55,2

Dividend per share (cents) 19,0 12,0

RECONCILIATION BETWEEN EARNINGS AND HEADLINE EARNINGS

R000 R000

Earnings for the year 66 552 40 504

Adjusted for: 1 021 1 709

Amortisation of goodwill 1 173

(Profit)/Loss on disposal of property, plant and equipment (152) 1 709

Headline earnings for the year 67 573 42 213

GROUP COMPANY

2003 2002 2003 2002Notes R000 R000 R000 R000

CASH FLOW STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2003


Cash flows from operating activities 83 465 33 409 22 134 2 967

Profit before taxation 91 232 54 322 30 816 10 019

Adjustments: 10 952 10 650 19

Depreciation 8 423 5 123

Impairment of long-term debt 1 620


(Profit)/Loss on disposal of property, plant and equipment (152) 89

Net financing costs 1 508 3 818 19

Operating profit before working capital changes 102 184 64 972 30 816 10 038

Working capital changes during the year 1 154 (15 364) 372 (115)

Decrease/(Increase) in inventories 11 252 (34 277)

Decrease/(Increase) in accounts receivable 14 362 (12 077) 137 (137)

(Decrease)/Increase in accounts payable (24 460) 30 990 235 22

Cash generated from operations 103 338 49 608 31 188 9 923

Net financing costs (1 508) (3 818) (19)

Taxation paid 21.1 (10 200) (6 406) (6) (300)

Dividends paid (8 165) (5 975) (9 048) (6 637)

Cash flows from investing activities (266 051) (7 024) (226 002) (2 742)

Decrease/(Increase) of financial assets 2 596 (594)

Purchase of businesses 21.2 (258 130)

Loans to subsidiaries (226 002) (2 742)

Additions to property, plant and equipment to maintain operations (13 147) (6 895)

Proceeds on disposal of property, plant and equipment 21.3 2 630 465

Cash flows from financing activities 204 154 (6 281) 203 784 (104)

Net inflows/(outflows) from share issues and options exercised less share

issue expenses, share repurchases and treasury shares acquired 203 784 (6 941) 203 784 (104)

Increase in short-term borrowings 218 869

Increase/(Decrease) in long-term liabilities 152 (209)

Net increase/(decrease) in cash and cash equivalents for the year 21 568 20 104 (84) 121

Cash and cash equivalents at the beginning of the year 21 129 1 025 108 (13)

Cash and cash equivalents acquired 21.2 27 293

Cash and cash equivalents at the end of the year 69 990 21 129 24 108

GROUP COMPANY

2003 2002 2003 2002Notes R000 R000 R000 R000

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITYFOR THE YEAR ENDED 31 DECEMBER 2003

GROUP COMPANY


Stated Retained Stated Retained

capital income Total capital income Total

R000 R000 R000 R000 R000 R000

Balance at 1 January 2002 23 742 72 826 96 568 24 407 7 833 32 240

Shares re-acquired per special resolution and cancelled (936) (936) (936) (936)

1 449 000 options exercised and shares allotted and issued 832 832 832 832

Treasury shares acquired (6 837) (6 837)


Dividends paid (Note 14) (5 975) (5 975) (6 637) (6 637)

Balance at 1 January 2003 16 801 107 355 124 156 24 303 11 209 35 512

New shares issued for acquisition (Note 21.2) 203 800 203 800 203 800 203 800

Share issue expenses (589) (589) (589) (589)

931 000 options exercised and shares allotted and issued 573 573 573 573


Dividends paid (Note 14) (8 165) (8 165) (9 048) (9 048)

Balance at 31 December 2003 220 585 165 742 386 327 228 087 32 977 261 064

NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 31 DECEMBER 2003


1 Accounting policiesThe financial statements set out on pages 22 to 39 are preparedon the historical cost basis and incorporate the following principalaccounting policies which are consistent with those applied in the previous year, and comply in all material respects with South African Statements of Generally Accepted AccountingPractice. The financial statements are prepared on the goingconcern basis.1.1 Basis of consolidationThe consolidated financial statements present the consolidatedfinancial position and changes therein, operating results andcash flow information of the company and its subsidiaries. Theresults of the subsidiaries are included for the duration that thegroup exercises control over the subsidiary. All inter-companytransactions and balances are eliminated.1.2 Business CombinationsIn the case of businesses acquired during the year, the results areincluded for the period that the group effectively obtainedunrestricted control of the businesses acquired, including thefulfilment of all conditions.1.3 Property, plant and equipment Assets are stated at cost less accumulated depreciation and anyaccumulated impairment losses. Depreciation is calculated using the straight-line basis, estimatedto write down the cost over their estimated useful lives asfollows:– Machinery and warehouse equipment 3 to 4 years– Vehicles 4 to 5 years– Computer equipment 3 years– Furniture and fixtures 7 to 10 years– Improvements to leased premises over the period of the lease.The carrying value of assets is reviewed at each balance sheetdate to assess whether there is an indication of impairment.Assets held under finance lease agreements are capitalised. Atthe commencement of the lease, these assets are reflected at thelower of fair value and the present value of the minimum leasepayments, and the related liability is recognised at an equivalentamount. Finance charges are written off over the periods of theleases, based on the effective rates of interest.1.4 Intangible assetsGoodwill being the excess of the purchases consideration overthe attributable fair value of identifiable net assets at theeffective acquisition date of businesses and subsidiaries, arisingon acquisitions prior to 31 December 1999 has been written off.Goodwill arising after 1 January 2000 will be amortised usingthe straight line method over its useful life, not exceeding twentyyears. The estimated useful life is determined by reference to theresults of the underlying business acquired. The carrying amountof goodwill will be reviewed annually and written down forimpairment when considered necessary.1.5 Investment in subsidiariesShares in subsidiaries are accounted for at cost.1.6 Financial instrumentsInitial recognition and measurementFinancial instruments are recognised when the companybecomes a party to the transaction. Initial measurement is atcost, which includes transaction cost. Subsequent to initialrecognition, these instruments are measured as follows:Trade and other receivablesTrade and other receivables originated by the enterprise arestated at fair value of consideration received less provision fordoubtful debts. Cash and cash equivalentsCash and cash equivalents are measured at fair value.

Financial liabilitiesFinancial liabilities are recognised at amortised cost, namelyoriginal debt less principal payments and amortisations. Financialassets and liabilities, where applicable, are stated at fair value.Financial assets and liabilities are offset and the net amountreported in the financial statements when the company has alegally enforceable right to set off the recognised amounts and torealise the assets and settle the liabilities simultaneously.Available for sale financial instrumentsThese are measured at fair value with changes in fair value being deferred in equity and recognised in the income statementon disposal 1.7 InventoriesInventories comprising merchandise are valued at the lower of cost and net realisable value. Cost is determined on a first-in-first-out basis. Obsolete, redundant and slow movinginventories are identified and written down to their estimated net realisable value. 1.8 Cash and cash equivalentsFor the purpose of the cash flow statement, cash and cashequivalents comprise cash and balances with banks net of bankoverdrafts, short-term borrowings and acceptance credits, all ofwhich are available for the group unless otherwise stated.1.9 Deferred taxDeferred tax assets are the amounts of income taxes recoverablein future periods in respect of deductible temporary differencesand the carry forward of unused tax losses.1.10 Revenue recognitionTurnover comprises net sales to customers and excludes value-added tax. Sales within the group are eliminated on consolidation.Revenue is recognised on the date of sale when significant risksand rewards of ownership are transferred to the buyer.1.11 Cost of salesCost of sales consists of the cost of inventory sold during theperiod including costs of conversion and other costs incurred inbringing the inventories to their present location and condition.1.12 Interest incomeInterest is recognised on a time-proportion basis that takes intoaccount the effective yield on the asset and the principaloutstanding.1.13 Translation of foreign currenciesForeign currency transactions are recorded, on initial recognition,in rand by applying to the foreign currency the exchange ratebetween the rand and the foreign currency at the date of thetransactions. Uncovered foreign currency transactions are translatedat the spot rates ruling on the date of the transactions. The relatedmonetary assets and liabilities at year-end are translated at thespot rates ruling at the balance sheet date.Where forward exchange contracts have been entered into todenominate transactions in rand, the transactions are translatedat the spot rates at transaction date. The year-end monetarybalances of liabilities are translated at the spot rates at year-end.Open forward exchange contracts are revalued at market ratesfor equivalent period exchange contracts. Exchange differencesare recognised in the results for the year.1.14 Retirement benefitsRetirement fundsContributions to defined contribution plans in respect of servicein a particular period and current service costs in respect of adefined benefit plan are recognised as an expense in the periodconcerned. The defined benefit plan is fully funded externally.The group’s contributions to pension and provident funds arecharged to the income statement in the year to which they relate.By virtue of the types of schemes operated in the group no pastservice costs or experience adjustments will arise in theretirement funding arrangements.

GROUP

2003 2002


Cost Depreciation Balance Cost Depreciation Balance

R000 R000 R000 R000 R000 R000

2 Property, plant and equipment

Owned assets

– Machinery and warehouse equipment 7 250 1 757 5 493 3 760 1 055 2 705

– Vehicles 18 007 5 479 12 528 6 631 3 768 2 863

– Furniture, fixtures and computer equipment 28 196 9 852 18 344 10 959 6 128 4 831

– Improvements to leasehold premises 8 961 3 447 5 514 6 994 2 600 4 394

Capitalised leased assets

– Machinery and warehouse equipment 660 221 439 130 62 68

Total 63 074 20 756 42 318 28 474 13 613 14 861

2.1 Movements during the year

Capital expenditure including the acquisition of the Corpbuild businesses 38 358 6 895

Owned assets

– Machinery and warehouse equipment 5 317 1 412

– Vehicles 12 344 1 592

– Furniture fixtures and computer equipment 17 048 2 504

– Improvements to leasehold premises 3 021 1 387


– Machinery and warehouse equipment 628

Disposals (2 478) (554)

Owned assets

– Machinery and warehouse equipment (1 759) (22)

– Vehicles (269) (248)

– Furniture fixtures and computer equipment (49) (22)

– Improvements to leasehold premises (303) (262)


– Machinery and warehouse equipment (98)

Depreciation for the year (8 423) (5 123)

27 457 1 218

2.2 Certain assets are hypothecated under finance lease and instalment sale

agreements (see note 8).

3 Intangible assets

Goodwill acquired during the year 67 317

Amortisation 1 173

66 144

GROUP

2003 2002R000 R000



4 Financial assets

Interest in subsidiaries 261 166 35 164

– Shares at cost 1 1

– Loans 365 921 139 919

365 922 139 920

– Amount written off (104 756) (104 756)

261 166 35 164

5 Deferred tax asset

5.1 – Future tax allowances for trademarks which have been written off 9 103 10 704

– Effect of tax losses from the previous year 611

– Other temporary differences 55 178

9 158 11 493

5.2 Movements of deferred tax assets

At beginning of year 11 493 14 972

Reversing temporary differences on trademarks (1 601) (1 601)

Utilisation of tax losses (611) (1 139)

Other movements (123) (739)

At end of the year 9 158 11 493

6 Inventories

Merchandise 325 039 154 375

325 039 154 375

7 Stated capital

Authorised

300 000 000 ordinary shares of no par value

Issued

147 200 000 (2002: 75 269 000 ) ordinary shares of no par value

Balance at beginning of the year 24 303 23 742 24 303 24 407

New shares issued for the Corpbuild acquisition 203 800 203 800

46 000 000 @ 280 cents per share 128 800 128 800

25 000 000 @ 300 cents per share 75 000 75 000

New shares issued in terms of company's share option scheme

931 000 options exercised and shares allotted and issued 573 832 573 832

Share issue expenses written off:

Fees, stamp duties and JSE Securities Exchange South Africa documentation charges (589) (589)

Shares re-acquired and cancelled (936) (936)

228 087 23 638 228 087 24 303

Less: 7 358 879 Treasury shares (2002: 7 358 879) acquired by a subsidiary being

5% (2002: 9,8%) of the total issued shares. (Note 19) (7 502) (6 837)

220 585 16 801 228 087 24 303

GROUP COMPANY

2003 2002 2003 2002R000 R000 R000 R000


7.1 Iliad Africa Second Share Option Scheme

The following options granted to the Total options Option Dates

executive directors and operational Executive not yet price from which Expiry

executives have not yet been exercised: directors Employees exercised (cents) exercisable date

14 333 14 333 70 25/11/2000 24/11/2008

667 667 63 28/09/2001 27/09/2009

266 000 266 000 50 01/07/2002 30/06/2010

350 000 350 000 70 25/11/2002 24/11/2008

133 000 665 000 798 000 50 01/07/2003 30/06/2010

133 000 731 000 864 000 77 01/07/2003 30/06/2011

386 000 386 000 63 28/09/2003 27/09/2009

134 000 1 073 000 1 207 000 50 01/07/2004 30/06/2010

133 000 1 130 000 1 263 000 77 01/07/2004 30/06/2011

351 000 351 000 70 25/11/2004 24/11/2008

134 000 1 139 000 1 273 000 77 01/07/2005 30/06/2011

387 000 387 000 63 28/09/2005 27/09/2009

2 156 000 5 004 000 7 160 000

Options authorised but not yet granted 1 390 000

Options available to the scheme 8 550 000

GROUP AND COMPANY

2003 2002


7 Stated capital (continued)

7.1 Iliad Africa Second Share Option Scheme (continued)

Movement for the year:

Options granted and not yet exercised at the beginning of the year 8 091 000 10 410 000

Options exercised during the year (931 000) (1 519 000)

– shares issued during the year 931 000 1 449 000

– shares delivered during the year (70 000)

Options granted not yet exercised at the end of the year 7 160 000 8 091 000

Salient features of the Iliad Africa Second Share Option Scheme are:

– It makes provision for the granting of options to employees of the companies in the group and the offering of shares for purchase as

an incentive to promote the continued growth of the company

– The scheme shares shall in the aggregate not exceed 20% of the issued share capital of the company. Currently the maximum number

of shares available to this scheme is 8 550 000 shares

– The number of shares which any participant is entitled to acquire in terms of the scheme shall not exceed 22% of the maximum number

of shares reserved for this scheme

– The option will remain open for a period of ten (10) years after the date of granting thereof

Employee and executive director beneficiaries can exercise their options granted after the adoption of this scheme as follows:

– after the expiration of two years from the option date 33% of such beneficiary scheme shares

– after the expiration of three years from the option date a further 33% of such beneficiary scheme shares

– after the expiration of four years from the option date the remainder of such beneficiary scheme shares

Executive director beneficiaries can exercise their options granted under the previous scheme as follows:

– after the expiration of two years from the option date 33% of such beneficiary scheme shares

– after the expiration of four years from the option date a further 33% of such beneficiary scheme shares

– after the expiration of six years from the option date the remainder of such beneficiary scheme shares

7.2 The unissued ordinary shares are under the control of the directors in terms of a resolution of members passed at the last annual

general meeting of members.This authority remains in force until the next Annual General Meeting.

7.3 Details of changes in the issued capital are reflected in the directors' report.


GROUP COMPANY

2003 2002 2003 2002R000 R000 R000 R000

GROUP COMPANY

2003 2002 2003 2002R000 R000 R000 R000


8 Long-term liabilities8.1 Secured liabilities 3 567 1 196

Secured by finance lease and instalment sale agreements over vehicles and equipment

with a net book value of R1 778 098 (2002: R1 003 416). The liabilities bear interest

at rates varying from 8,99 % to 11% per annum which are linked to the prime bank

overdraft rate and are repayable in monthly instalments of R56 738

(inclusive of finance charges).

8.2 Amounts owing to vendors 2 000 2 000

Due 31 May 2001 and bearing interest at 15% per annum 6 332 6 277

Amounts advanced to certain vendors being a director and companies

controlled by a director inclusive of interest 8.2.1 4 332 4 277

– Balance at beginning of year 6 277 5 458

– Interest 55 819

6 332 6 277

– Provision for settlement costs 8.2.1 (2 000) (2 000)

8.2.1 Amounts advanced to certain vendors are being disputed by the vendors. These amounts bear interest at the prescribed interest rate calculated from the dates of the advances. An offer of compromise was extended to the vendors in an attempt to expedite the settlement of the dispute. This offer was rejected. Provision has beenmade for the amount of the compromise offer. The directors however believe that all amounts outstanding are recoverable and will take the necessary action to recoverthese outstanding debts. The amounts advanced will be set-off against amounts owing.

5 567 3 196

Amounts payable within one year included with current liabilities 4 575 2 357

– Secured liabilities 2 575 357

– Amounts owing to vendors (net of amounts advanced) 2 000 2 000

992 839

9 Commitments9.1 Future leasing charges

Property 187 734 97 030

Vehicles and equipment 7 887 5 355

195 621 102 385

Payable within one year 34 066 16 609

Payable within two to five years 109 197 58 312

Payable thereafter 52 358 27 464

195 621 102 385

9.2 Capital expenditure approved

Contracted for 8 000 3 500

Authorised but not contracted for 7 900 4 000

15 900 7 500

Capital expenditure will be financed from funds generated by the businesses, existing

cash resources and credit facilities available to the group.

GROUP COMPANY

2003 2002 2003 2002R000 R000 R000 R000


10 Contingent liabilities

Contingent liabilities at balance sheet date not otherwise provided for in these

annual financial statements arising from:

Guarantees issued in the normal course of business on behalf of subsidiaries. 95 000 55 000

11 Operating profit before finance charges

After taking into account the following:

Income

Income from subsidiaries: 31 758 10 868

– Dividend 30 902 10 000

– Management fees 856 868

Foreign exchange profit 929 1 591

Profit/(Loss) on disposal of property, plant and equipment 152 (1 709)

Expenditure


Auditors’ remuneration 2 016 1 201 352 94

– Audit fees 1 386 1 179 80 90

– Under provision for prior year 89 90

– Other services 541 22 182 4

Consulting fees for administrative services 2 044 1 290 94 175

Depreciation of property, plant and equipment 8 423 5 123

– Machinery and warehouse equipment 771 735

– Vehicles 2 408 1 227

– Furniture, fixtures and computer equipment 3 839 2 007

– Improvements to leased premises 1 247 1 128

– Capitalised leased assets 158 26

Operating lease rentals 26 956 19 558

–Property 23 287 16 856

– Vehicles and equipment 3 669 2 702

Staff costs 124 548 77 259

Salaries and wages 113 942 71 973

Retirement benefits 5 684 2 838

Post-retirement benefits 1 294 259

Medical aid contributions 3 628 2 189

12 Net finance (charges)/income

Finance charges and interest paid (8 904) (7 477) (38)

Interest received 7 396 3 659 19

(1 508) (3 818) (19)


GROUP COMPANY

2003 2002 2003 2002R000 R000 R000 R000


13 Taxation

Normal taxation – current 22 345 10 339 6

Deferred taxation – current 2 335 3 479

24 680 13 818 6

Reconciliation of tax rate % % % %

Standard tax rate 30,00 30,00 30,00 30,00

Reduction in tax rate: (3,40) (9,80) 30,00 (29,94)

Exempt income (3,40) (9,80) 30,00 (29,94)

Change in prior year estimate of deferred taxation 0,10

Utilisation of assessed loss (0,10)

Increase in tax rate: 0,60 5,20 0,00 0,00

Disallowable charges 0,60 4,30

Other 0,90

Effective rate of taxation 27,20 25,40 0,06

14 Dividends

No 5 – Declared on 17 March 2003 at 12,0 cents per share payable

on 14 April 2003 to shareholders registered at 4 April 2003. 9 048 6 637 9 048 6 637

Dividend attributable to treasury shares (883) (662)

8 165 5 975 9 048 6 637

15 Earnings, headline earnings, diluted earnings and diluted headline earnings

per share

Earnings and headline earnings per share are based on the consolidated earnings and headline earnings attributable to shareholders of

R66 551 703 (2002: R40 503 645) and R67 572 440 (2002: R42 213 014) respectively and are calculated using the weighted average

number of 88 478 042 (2002: 68 104 952 ) ordinary shares in issue.

Diluted earnings and diluted headline earnings per share are based on the consolidated earnings and headline earnings as stated above

and are calculated using 94 452 631 (2002: 73 289 676) ordinary shares in issue.

16 Directors’ emoluments

16.1 Remuneration

2003 2002

Directors’ Fixed Performance R000 R000

fees remuneration bonuses Total Total

Non-executive directors

G Psillos 249 249 231

EH Ferreira 36 36

RT Ririe 60 60

HC Turner 60 60

Executive directors – paid by a subsidiary

RB Patmore 1 321 1 532 2 853 2 126

NP Goosen 530 511 1 041 801

31 December 2003 405 1 851 2 043 4 299 3 158

18 Retirement benefit information

The group contributes to defined contribution schemes covering approximately seventy five percent of the group's employees.

The schemes are administered in terms of the Pension Funds Act,1956. Contributions to retirement funding during the year amounted to

R6,98 million (2002: R2,84 million). As the funds are defined contribution schemes, no actuarial valuations are required as no actuarial shortage

can arise in the future. All permanent employees are required to become members of these plans unless they are obliged by legislation to be

members of various industry funds.On the acquisition of the Corpbuild businesses, the company assumed responsibility for a small defined

benefit fund. This fund was certified by a reporting actuary to be in a sound financial position. At the date of the financial statements this fund

had a substantial surplus.

19 Treasury shares

Shares in Iliad Africa Limited held by a wholly-owned subsidiary are classified as treasury shares.The number of shares are treated

as a deduction from the issued and weighted average number of shares and the cost price of the shares is deducted from the group equity.

Dividends received on these treasury shares are eliminated on consolidation.

20 Financial risk management

20.1 Credit risk management

The group only deposits cash surpluses with banks of quality credit standing. Trade account receivables comprise a widespread customer

base. Ongoing credit evaluation of the financial position of customers is performed, and where appropriate, credit guarantee insurance is

purchased. The granting of credit is made on application and is approved by management. At year-end, the group did not consider there

to be any significant concentration of credit risk which has not been insured or adequately provided for.

20.2 Liquidity and interest rate risk management

The group manages liquidity risk by monitoring daily borrowing levels and forecast cashflows and ensuring that adequate unutilised

borrowing facilities are maintained. There is no restriction on borrowing powers in terms of the articles of association and at

31 December 2003 the group's banking facilities substantially exceeded its forecast requirements for the forthcoming year.

20.3 Interest rate risk

Interest payable on long- and short-term borrowings are at variable rates which are linked to the bank prime lending rate.

20 Financial risk management (continued)

20.4 Foreign currency risk

The group undertakes certain purchases of goods denominated in foreign currencies and hence exposures to exchange rate fluctuations

arise. The group has partly hedged through the use of forward exchange contracts all of its foreign currency exposure. The value of forward

exchange contracts entered into at 31 December 2003 are as follows:

1 250 000 Euros – R10 525 625 (2002: R7 242 439) being at an exchange rate of C1 = ZAR8.4205.

1 460 000 US Dollars – R9 745 500 (2002: nil) being at an exchange rate of US $1 = ZAR6.675.

20.5 Fair value

The directors are of the opinion that the book value of financial instruments

approximates fair value.


GROUP COMPANY

2003 2002 2003 2002R000 R000 R000 R000


21 Notes to the cash flow statements

The following convention applies to figures other than adjustments:

Outflows of cash are represented by figures in brackets. Inflows of cash

are represented by figures without brackets.

21.1 Taxation paid

Amounts (outstanding)/advanced at the beginning of the year (3 881) 52 324 30

Amounts charged to the income statement (22 345) (10 339) (6)

Amounts outstanding/(advanced) at the end of the year 16 026 3 881 (330) (324)

(10 200) (6 406) (6) (300)

21.2 Purchase of businesses comprises the following:

Property, plant and equipment 25 210

Intangible assets 67 317

Net current assets 138 310

Cash and cash equivalents 27 293

258 130

Comprising of:

United Tube (Proprietary) Limited

The Corpbuild businesses 258 130

258 130

Satisfied by:

Cash and cash equivalents (including interest of R4 329 950) 54 330

Issue of 71 million Iliad Africa Limited ordinary shares (see Directors’ report) 203 800

258 130

21.3 Proceeds on disposal of property, plant and equipment

Book value on disposals 2 478 554

Proceeds/(Loss) on disposal 152 (89)

Proceeds on disposals 2 630 465



22 Related party transactions

The company and its subsidiaries have entered into various transactions with related parties as follows:

Subsidiaries

– Details of income from subsidiaries are disclosed in note 11.

– Details of investments in subsidiaries are disclosed in note 4 on page 30.

Directors

– Details of directors' remuneration are disclosed in note 16 and their interests are disclosed in the Directors' report.

Senior management

– Details regarding share options are disclosed in note 7.1.

23 Segment reporting

Segmental information is not disclosed as the group operates only in the building materials supply market segment within the Southern African

building materials industry.

24 Interest in subsidiary companies

Issued % Cost of Amount Cost of Amount

share held shares owing shares owing

capital 2003 2003 2003 2002 2002

R R R000 R R000

Iliad Africa Trading (Proprietary) Limited 1 100 1 244 690 1 20 590

Iliad Africa Investments (Proprietary) Limited 1 000 100 1 000 121 231 1 000 119 329

United Tube (Proprietary) Limited 100 100

United Steel & Pipe Supplies (Pty) Limited 20 000 99,90

1 001 365 921 1 001 139 919

Attributable profits and losses after taxation

of subsidiaries 2003 2002

R000 R000

Profits 66 637 40,491

Losses

66 637 40,491

SHAREHOLDER ANALYSISAS AT 31 DECEMBER 2003


%

Number of Number of of issued

shareholders % shares shares

Portfolio size

1 – 5 000 972 68,88 2 150 229 1,46

5 001 – 20 000 277 19,63 2 918 842 1,98

20 001 – 100 000 97 6,87 4 495 660 3,05

100 001 – 1 000 000 45 3,19 13 351 195 9,07

Over 1 000 000 20 1,43 124 284 074 84,44

Totals 1 411 100,00 147 200 000 100,00

Category

Individuals 1 242 88,02 22 311 104 15,16

Companies and other corporate bodies 162 11,49 49 641 995 33,72

Nominee companies 3 0,21 58 835 000 39,97

Directors 4 0,28 16 411 901 11,15

Totals 1 411 100,00 147 200 000 100,00

Shareholder spread

Public 1 406 99,65 123 429 220 83,85

Non-public 5 0,35 23 770 780 16,15

Directors 4 0,28 16 411 901 11,15

Associates 1 0,07 7 358 879 5,00

Totals 1 411 100,00 147 200 000 100,00

Major shareholders – (Major shareholders with beneficial interest in Iliad greater

than 5% of its issued stated capital) at 31 December 2003

Rand Merchant Bank Asset Management 19 235 553 13,07

Directors 16 411 901 11,15

Nedcor Bank Nominees Limited 12 800 000 8,70

Old Mutual Life Assurance Company (South Africa) Limited 11 266 250 7,65

Elephante Import & Export (Pty) Limited 7 456 700 5,07

Iliad Africa Investments (Pty) Limited 7 358 879 5,00

Totals 74 529 283 50,64

SHAREHOLDERS’ DIARY

Financial year-end 31 December 2003

Declaration of final distribution 8 March 2004

Publication of financial results 10 March 2004

Annual report posted to shareholders 31 March 2004

Payment of final distribution 5 April 2004

Annual general meeting 11 May 2004

Publication of interim results September 2004


CORPORATE INFORMATION

Iliad Africa Limited

Incorporated in the Republic of South Africa

Registration number 1997/011938/06

Share code ILA

ISIN ZAE000015038

Company secretary

Neichrist Computing & Financial Services (Pty)

Limited

Secretary and registered office

Neichrist Computing & Financial Services (Pty)

Limited

First Floor East Block

Pineslopes Office Park

cnr The Straight & Witkoppen Road Lonehill

(PO Box 2572 Honeydew 2040)

Tel 011 467 2891 Fax 011 467 2890

E-mail [email protected]

Internet

http://www.iliadafrica.co.za

Transfer secretaries

Ultra Registrars (Pty) Limited

(Registration number 2000/007239/07)

11 Diagonal Street Johannesburg 2001

(PO Box 4844 Johannesburg 2000)

Attorneys

Fullard, Mayer and Morrison

2nd Floor Office Towers Sandton City

cnr Rivonia Road and Fifth Street

Sandton 2146

(PO Box 78678 Sandton 2146)

Lead bankers

Nedbank, a division of Nedcor Bank Limited

Lisbon Bank Holdings Limited

First National Bank of South Africa

Mercantile Lisbon Bank, a division of Mercantile

Sponsor

Bridge Capital Services (Pty) Ltd

First Floor Building 22 A

The Woodlands Woodlands Drive

Woodmead 2128

PO Box 651010 Benmore 2010

Independent reporting accountants

Grant Thornton

Chartered Accountants (SA)

Registered Accountants and Auditors

(Member firm of Grant Thornton International)

137 Daisy Street cnr Grayston Drive

Sandown 2196

(Private Bag X28 Benmore 2010)

ILIAD AFRICA LIMITED

Registration number 1997/011938/06

(Incorporated in the Republic of South Africa)

Share code: ILA

ISIN: ZAE000015038

(“Iliad” or “the company”)

Notice is hereby given that the Annual General Meeting of shareholders

of Iliad Africa Limited will be held at East Block, First Floor, Pineslopes

Office Park, cnr The Straight & Witkoppen Road, Lonehill, Sandton at

10:00 on Tuesday, 11 May 2004 for the purposes of transacting the

following business:

As ordinary resolutions

1 To consider and adopt the annual financial statements for the year

ended 31 December 2003 together with the directors’ and auditors’

reports.

2 To elect the following directors who retire in accordance with the

provisions of the company’s Articles of Association and being eligible,

offer themselves for re-election:

2.1 RB Patmore

2.2 EH Ferreira.

3 To approve the fees paid to directors, as disclosed in the annual

financial statements.

4 To place the balance of the unissued shares, other than those held in

reserve for the share incentive scheme, under the control of the

directors who shall be authorised to allot and issue these shares on such

terms and conditions, at such times, and for such consideration,

whether payable in cash or otherwise, as they deem fit, subject to

the Companies Act (Act 61 of 1973) as amended, and the Listing

Requirements of the JSE Securities Exchange South Africa (“the JSE”)

until the next Annual General Meeting of the company.

5 To re-appoint the external auditors until conclusion of the next

Annual General Meeting.

As a special resolution

6 To consider and, if deemed fit, to pass, with or without modification,

the following special resolution to give a general authority until the next

Annual General Meeting for the company to repurchase its own shares:

RESOLVED THAT Iliad, or a subsidiary of Iliad, be and is hereby

authorised, by way of a general authority, to acquire ordinary shares

issued by Iliad in terms of sections 85 to 89 of the Companies Act 1973

(Act 61 of 1973), as amended, and in terms of the JSE Listing

Requirements and that any director of the company be and is hereby

authorised to sign all such documents and do all such things as may

be necessary for or incidental to the implementation of this special

resolution. The JSE Listing Requirements currently require that the

company may only make a general repurchase of its shares if:

• any such repurchase of shares is effected through the order book

operated by the JSE trading system and done without any prior

understanding or arrangement between the company and the counter

party (reported trades are prohibited);

• the company is authorised thereto by its Articles of Association;

• the general authority shall only be valid until the company's next

Annual General Meeting, provided that it shall not extend beyond

15 months from the date of passing of this special resolution;

• in determining the price at which the ordinary shares issued by Iliad

are acquired by it or its subsidiary in terms of this general authority,

the maximum price at which such shares may be acquired will be 10%

above the weighted average of the market value for such ordinary

shares for the five business days immediately preceding the date on

which the repurchase of such shares is effected;

• at any point in time, the company may only appoint one agent to

effect any repurchase(s) on the company’s behalf;

• after such repurchase, the company still complies with paragraphs

3.37 to 3.41 of the JSE Listing Requirements concerning shareholder

spread requirements;

• the company or its subsidiary may not repurchase shares during

a prohibited period as defined in paragraph 3.67 of the JSE Listing

Requirements;

• acquisitions of shares in any one financial year may not exceed 10%

of the company's issued share capital pursuant to this general authority;

• subsidiaries of the company shall not acquire, in aggregate, more

than 10% of the company's issued share capital; and

• the company publishes an announcement when it has cumulatively

repurchased 3% of the initial number (the number of that class of shares

in issue at the time that general authority is granted) of the relevant

class of securities, and for each 3% in aggregate of the initial number of

that class acquired thereafter. Such announcement must be made not

later than 08:30 on the second business day following the day on which

the relevant threshold is reached or exceeded.”

NOTICE OF ANNUAL GENERAL MEETING



The directors have considered the impact of a repurchase of 10% of

Iliad shares, being the maximum permissible of a particular class in

any one financial year, under a general authority in terms of the JSE

Listing Requirements, and are of the opinion that such repurchase

will not result in:

• the company and the group in the ordinary course of business being

unable to pay its debts for a period of 12 months after the date of this

Notice of Annual General Meeting;

• the liabilities of the company and the group exceeding the assets of

the company and the group for a period of 12 months after the date of

the Notice of Annual General Meeting, calculated in accordance with

the accounting policies used in the audited financial statements for the

period ended 31 December 2003;

• the ordinary capital and reserves of the company and the group, for

a period of 12 months after the date of the Notice of Annual General

Meeting, being inadequate; and

• the working capital of the company and the group, for a period of

12 months after the date of this Notice of Annual General Meeting,

being inadequate.

Reason and effect

The effect of the special resolution and the reason therefor is to grant

directors of the company a general authority in terms of the Companies

Act, 1973 (Act 61 of 1973), as amended, for the acquisition by Iliad, or

any subsidiary of Iliad, of Iliad shares.

At present, the directors have no specific intention with regard to the

utilisation of this authority which will only be used if the circumstances

are appropriate. No repurchase of shares under this authority will be

implemented until such time as the company's Sponsor has confirmed

in writing to the JSE that the above working capital statement is valid.

Shareholders’ attention is drawn to the following additional disclosures

which are required in terms of paragraph 11.26 of the JSE Listing

Requirements and which appear elsewhere in the annual report of

which this notice forms part:

• Directors and management (refer to page 4 to 5 of the company’s

annual report)

• Major shareholders (refer to page 40 of the company’s annual report)

• Directors’ interests in securities (refer to page 23 of the company’s

annual report)

• Share capital of the company (refer to page 30 of the company’s

annual report)

Material changes

There have been no material changes in the financial or trading position

of Iliad and its subsidiaries between Iliad‘s financial year-end and the

date of this notice.

Litigation statement

The directors, whose names are given on page 4 of the annual report,

are not aware of any further legal or arbitration proceedings (refer to

note 8.2.1 on page 33), including proceedings that are pending or

threatened, that may have or in the previous 12 months had, a material

effect on the group’s financial position.

Directors’ responsibility statement

The directors, whose names are given on page 4 of the annual report,

collectively and individually, accept full responsibility for the accuracy

of the information pertaining to the Special Resolution and certify that

to the best of their knowledge and belief there are no facts that have

been omitted which would make any statement false or misleading, and

that all reasonable enquiries to ascertain such facts have been made

and that this resolution contains all such information.

7 To transact such other business as may be transacted at an Annual

General Meeting.

Voting and proxies

Any member entitled to attend and vote at a meeting of the company

may appoint one or more proxy to attend, speak and vote in his/her

stead. A proxy need not be a member of the company. For the

convenience of registered members of the company a form of proxy

is enclosed herewith.

Shareholders which are companies or other bodies corporate may, in

terms of section 188(1) of the Act, by resolution of its directors or other

governing body, authorise any person to act as its representative at the


The ordinary resolutions are subject to a simple majority vote of

shareholders present or represented by proxy at the Annual General

Meeting. Every shareholder present in person or by proxy at the Annual

General Meeting shall, on a show of hands, have one vote only, and

on a poll, have one vote for each share of which he/she is the registered

holder.

Certificated shareholders and own-name dematerialised shareholders

who are unable to attend the Annual General Meeting but wish to be

represented thereat must complete and return the attached form of

proxy in accordance with the instructions contained therein so as to

be received by the company’s transfer secretaries, Ultra Registrars (Pty)

Limited, 11 Diagonal Street, Johannesburg, 2001 (PO Box 4844,

Johannesburg, 2000), by no later than 10:00 on Friday, 07 May 2004.

NOTICE OF ANNUAL GENERAL MEETING


Dematerialised shareholders, other than those with own-name

registration, who wish to attend the Annual General Meeting must

request their Central Securities Depositary Participant (“CSDP”) or

broker to issue them with a letter of representation to enable them to

attend the Annual General Meeting in person. Alternatively, such

dematerialised shareholders must instruct their CSDP or broker as to

how they wish to vote in this regard. This has to be done in terms of

the agreement entered into between the shareholder and his/her CSDP

or broker.

By order of the Board

Neichrist Computing & Financial Services (Pty) Limited

Company Secretary

Johannesburg

8 March 2004

Registered Office

Iliad Africa Limited

East Block, First Floor

Pineslopes Office Park

cnr The Straight & Witkoppen Road

Lonehill Sandton

(PO Box 2572, Honeydew, 2040)

Transfer Secretaries

Ultra Registrars (Pty) Limited

11 Diagonal Street

Johannesburg

(PO Box 4844, Johannesburg, 2000)

CV’s for directors standing for re-election

RB PATMORE

BCom (Wits), MBL (UNISA) – Chief executive officer

Ralph has operated in the building industry for a period in excess of

25 years. He joined Iliad in June 1998 following 10 years with Everite

Limited, the last seven years of which he held the position of managing

director. Prior to joining Everite Limited, Ralph held managing director

positions at M&P Pumps (Pty) Limited, a subsidiary of Malbak, and

Exchange Engineering (Pty) Limited, a member of the Unihold Group.

In addition, Ralph also held a directorship on the Board of Group

Five Limited.

EH (Stan) FERREIRA

Non-executive director

Stan founded Ferreira’s in 1973 and sold it to Iliad in January 1998.

He is an entrepreneur by nature and has operated a number of

successful ventures.

FORM OF PROXY

ILIAD AFRICA LIMITEDRegistration number 1997/011938/06

(Incorporated in the Republic of South Africa)

Share code: ILA ISIN: ZAE000015038

(“Iliad” or “the company”)

For use by certificated and own-name dematerialised shareholders at the Annual General Meeting to be held at East Block, First Floor,

Pineslopes Office Park, cnr The Straight & Witkoppen Road, Lonehill, Sandton at 10:00 on Tuesday, 11 May 2004.

I/We (block letters)

of (address)

being the holder/s of ordinary shares in the company appoint: (see note 1)

1 or failing him/her

2 or failing him/her

3 the Chairman of the Annual General Meeting,

as my/our proxy to attend, speak and vote for me/us on my/our behalf at the Annual General Meeting of the company to be held at

East Block, First Floor, Pineslopes Office Park, cnr The Straight & Witkoppen Road, Lonehill, Sandton at 10:00 on Tuesday, 11 May

2004, and at any adjournment thereof. I/we desire to vote as indicated below (see note 2);

Number of shares

In favour Against Abstain

of the the from

resolution resolution voting

Ordinary resolutions:

1 To consider and adopt the annual financial statements

2 Re-election of directors:

2.1 RB Patmore

2.2 EH Ferreira

3 To approve directors’ fees as disclosed in the annual financial statements

4 Placing of unissued shares under the control of the directors

5 To re-appoint the external auditors

Special resolution:

6 General authority to repurchase shares

(Indicate instructions to proxy by way of a cross in the appropriate space(s) provided above. Unless indicated above, the proxy may vote as

he/she deems fit.)

Signed at on 2004

Signature

Assisted by (where applicable)

Each shareholder is entitled to appoint one or more proxies (who need not be a member of the company) to attend, speak and vote in

place of that member at the Annual General Meeting,

(Instructions overleaf)

INSTRUCTIONS ON SIGNING AND LODGING THE ANNUAL

GENERAL MEETING PROXY FORM:

1 A shareholder may insert the name(s) of two alternative proxies

(neither of whom need to be a shareholder of the company) in the

space provided, with or without deleting the words “Chairman of the

Annual General Meeting”. The person whose name stands first on the

form of proxy and has not been deleted and who is present at the

Annual General Meeting will be entitled to act as proxy to the

exclusion of those whose names follow. In the event that no names

are indicated, the proxy shall be exercised by the Chairman of the


2 A shareholder’s instructions to the proxy must be indicated by the

insertion of an “X” or the relevant number of votes exercisable by that

shareholder in the appropriate box/boxes provided. If a proxy form,

fully signed, is lodged without specific directions as to which way the

proxy is to vote, the Chairman of the Annual General Meeting will be

deemed to have been authorised as he/she thinks fit. A shareholder

or the proxy is obliged to use all the votes exercisable by the

shareholder or by the proxy.

3 A deletion of any printed matter and the completion of any blank

spaces need not be signed or initialled. Any alteration or correction

must be initialled by the authorised signatory/ies.

4 When there are joint holders of Iliad shares, all joint shareholders

must sign the form of proxy.

5 the completion and lodging of this form of proxy will not preclude

the shareholders, who grants this proxy, from attending the Annual

General Meeting and speaking and voting in person thereat to the

exclusion of any proxy appointed in terms hereof, should such

shareholder wish to do so.

6 Documentary evidence establishing the authority of the person

signing this form of proxy in a representative capacity must be

attached to this form unless previously recorded by the Transfer

Secretaries.

7 Where this form is signed under power of attorney, such power

of attorney must accompany this form unless it has been previously

registered with the company or the Transfer Secretaries.

8 A minor must be assisted by his/her parent or guardian unless the

relevant document establishing his/her legal capacity has been

produced or registered by the Transfer Secretaries.

9 Completed forms of proxy must be forwarded to the company’s

Transfer Secretaries, Ultra Registrars (Pty) Limited, PO Box 4844,

Johannesburg, 2000 so as to be received by no later than 10:00 on

Friday, 07 May 2004.

CONTACT DETAILS


Division Operation Tel Fax

Boards Citiwood Denver 011 622 9360 011 622 7938Citiwood Vereeniging 016 421 1683 016 421 1337Citiwood Cape Town 021 930 5923 021 930 5625Citiwood Durban 031 577 7366 031 577 7373Citiwood Pretoria 012 804 3554 012 804 0582

Building materials BBS Benoni 011 422 3005 011 422 4256BBS Vaal 016 986 2085 016 986 1320Builders Market Bloemfontein 051 434 2241 051 435 2788Builders Market Empangeni 035 787 1416 035 787 1375Builders Market Kimberley 053 833 4214 053 831 2840Builders Market Klerksdorp 018 462 2521 018 462 5122Builders Market Middelburg 013 283 6500 013 283 6511Builders Market Pietersburg 015 292 0614 015 292 1446Builders Market Richards Bay 035 789 3592/3/4/7/9 035 789 3600Builders Market Upington 054 332 7956 054 332 7957Builders Market Welkom 057 352 8361 057 357 2035Builders Market W Miller 021 851 2660 021 852 4312Building Centre Shayandima 015 964 1664 015 964 1138Ferreira's Honeydew 011 795 3733 011 795 2936Ferreira's Express Lyttelton 012 664 5687 012 644 2408F & F Building Supplies 011 762 4284/4316 011 762 7422Laeveld Bouhandelaars Nelspruit 013 753 5300 013 753 5301Laeveld Bouhandelaars Witrivier 013 750 2090 013 750 0279Laeveld Bouhandelaars Malelane 013 790 1670 013 790 1673Laeveld Bouhandelaars Hazyview 013 737 7142 013 737 6585Rustenburg Building Materials 014 597 1951 014 592 7352Rietpan Hardware 011 571 6400 011 973 2996

Ceramic tiles, Ferreira's Décor World Northriding 011 699 3500 011 699 3506sanitaryware Ferreira's Décor World Durban 031 303 8400 031 303 8576and finishes Ferreira's Décor World Umhlanga 031 566 2492 031 566 5145

Just Tiles Cape Town 021 510 5555 021 510 5666Just Tiles Port Elizabeth 041 451 3602 041 451 3849Tile Depot Alberton 011 907 1383 011 907 1494Tile Depot Northriding 011 462 3774 011 462 9125Tile Depot Cape Town 021 510 1248 021 511 7790

Ironmongery Buchel Design 012 998 4687 012 998 3028Buchel Hardware Pretoria 012 325 4031 012 325 5472Buchel Tool Centre 012 325 4550 012 321 8120Buchel Menlyn 012 361 8304 012 361 8305Bildware Natal 031 332 5764 031 332 7895Bildware Décor Centre Umhlanga 031 566 5566 031 566 5568Design Hardware Strijdom park 011 792 9900 011 792 5153Design Hardware Northcliff 011 782 3629 011 888 1051Design Hardware Woodmead 011 804 4293 011 804 6931Design Hardware Boksburg 011 894 1421 011 894 1422W & B Hardware 021 670 7270 021 670 7288W & B Bellville 021 919 9894 021 910 3814W & B Paarden Eiland 021 511 8471 021 511 8816LN Conway Edenvale 011 454 0300 011 454 0344LN Conway Cape Town 021 532 2139/41 021 531 5529Saflok 011 453 5375 011 453 5379

Wholesale B & B Distributors Johannesburg 011 315 5870 011 315 5881B & B Locksmith Johannesburg 011 453 1805 011 453 8364B & B Locksmith KwaZulu-Natal 031 332 2067 031 332 2076B & B Distributors KwaZulu-Natal 031 569 1930 031 569 1937Keylok Supplies 021 511 1500 021 511 6922The Knob & Knocker Johannesburg 011 262 2172 011 262 2356The Knob & Knocker Cape Town 011 262 2172 011 262 2356The Knob & Knocker KwaZulu-Natal 011 262 2172 011 262 2356

1492

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