Scheme of arrangement

RNS Number:9256Y
Genbel South Africa Ld
22 July 2002

Notice of the scheme meeting

In the High Court of South Africa

(Witwatersrand Local Division) CASE NO. 9367/2002

In the ex parte application of:

Genbel South Africa Limited

(Incorporated in the Republic of South Africa)

(Registration number 1949/032379/06)      Applicant

Notice is hereby given that, in terms of an Order of Court dated 3 June 2002,
the High Court of South Africa Witwatersrand Local Division ("the Court") has
ordered that a meeting ("the scheme meeting") of shareholders of the Applicant
registered as such at the close of business on Thursday, 8 August 2002 be
convened under the chairmanship of Hymie Reuvin Levin or, failing him, any other
independent person nominated for that purpose by Edward Nathan & Friedland
(Proprietary) Limited, for the purpose of considering and, if deemed fit,
agreeing, with or without modification, to a scheme of arrangement ("the
scheme") proposed by Genbel Securities Limited ("Gensec") between the Applicant
and its members ("the scheme members").

The scheme meeting will be held at 10h00 on Tuesday, 13 August 2002, at the
registered office of the Applicant, 3A Summit Road, Dunkeld West, Johannesburg.

The essence of the scheme is that, upon implementation, Gensec will acquire all
the issued shares of the Applicant for a cash consideration equal to 97% of the
adjusted net asset value ("NAV") of Genbel as determined by Rand Merchant Bank's
Corporate Finance Division. The cash consideration will be announced and
published in the Sunday Times and the Rapport on Sunday, 11 August 2002 and in
the Business Day, Beeld and on SENS on Monday, 12 August 2002. A copy of the
valuation by RMB and RMB's working papers in respect of such valuation will be
available free of charge at the Applicant's registered office to any scheme
member on request for the period from the date of the scheme meeting until the
date on which the scheme is sanctioned by the Court.

A copy of the scheme, the explanatory statement in terms of section 312(1) of
the Companies Act, No. 61 of 1973, as amended ("the Companies Act"), explaining
the scheme, this notice, the form of proxy to be used at the scheme meeting and
the Order of Court convening the scheme meeting are included in the documents
which have been sent to scheme members, and copies may, on request by any scheme
member, be inspected at, or obtained free of charge during normal business hours
up to and including Tuesday, 20 August 2002, from the registered office of the
Applicant, as set out above.

Each scheme member may attend, speak and vote at the scheme meeting or any
adjourned meeting, or may appoint any other person or persons (who need not be
shareholders of the Applicant) as a proxy or proxies to attend, speak and vote
in such scheme member's place. The necessary form of proxy (blue) is included in
the documents which have been posted to scheme members at their addresses
recorded in the register of members of the Applicant. Additional forms of proxy
may be obtained on request from the registered office of the Applicant as set
out above.

Properly completed forms of proxy must be lodged with or posted to Computershare
Investor Services Limited, 7th Floor, 11 Diagonal Street, Johannesburg (PO Box
1053, Johannesburg, 2000) by not later than 10h00 on Monday, 12 August 2002, or
handed to the chairperson of the scheme meeting not later than 10 minutes before
the time for which the scheme meeting is convened. Notwithstanding the
foregoing, the chairperson of the scheme meeting may approve in his discretion
the use of any other form of proxy.

Where there are joint holders of the Applicant's shares, any one of such persons
may vote at the scheme meeting in respect of such shares as if he/she was solely
entitled thereto, but if more than one of such joint holders are present or
represented at the scheme meeting, the person whose name stands first in the
Applicant's share register in respect of such shares or his/her proxy, as the
case may be, shall alone be entitled to vote in respect thereof.

Each person who holds a beneficial interest in dematerialised ordinary shares in
the Applicant ("the dematerialised scheme members") may attend, speak and vote
in person at the scheme meeting or adjourned meeting, only if such
dematerialised scheme member informs its Central Securities Depositary
Participant ("CSDP") or broker timeously of its intention to attend and vote at
the scheme meeting or adjourned meeting, in order for its CSDP or broker to
issue it with the necessary authorisation to do so, or such dematerialised
scheme member provides its CSDP or broker timeously with its voting instruction
should such dematerialised scheme member not wish to attend the scheme meeting
or adjourned meeting in person in order for the CSDP or broker to vote in
accordance with its instruction at the scheme meeting or adjourned meeting. The
CSDP or broker will then provide Computershare Investor Services Limited with
proxy forms in terms of each individual dematerialised scheme member's
instruction.

In terms of section 311(2)(b) of the Companies Act, the scheme requires the
approval at the scheme meeting of a majority representing not less than
three-fourths (75%) of the votes exercisable by scheme members present and
voting either in person or by proxy at the scheme meeting.

The Order of Court requires the chairperson to report on the scheme meeting to
the Court at 10h00 or as soon thereafter as Counsel may be heard, on Tuesday, 20
August 2002. During normal business hours for at least 1 (one) week prior to
that date, a free copy of the chairperson's report to the Court will be
available to any scheme member at the registered office of the Applicant, as set
out above, and at the chairperson's office, 64 Kent Road, corner Oxford Road,
Dunkeld.

The scheme is subject to the fulfilment of certain conditions precedent stated
in the scheme, one of such conditions being the sanction of the scheme by the
Court.

HYMIE REUVIN LEVIN

Chairperson of the scheme meeting

KNOWLESHUSAININCORPORATED

Applicant's Attorneys

4th Floor, The Forum Building

2 Maude Street, Sandton 2196

Tel: [phone]

Fax: [phone]

DX: 42 Sandton Square

Refer: Mr T Dalrymple




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