Notice of EGM

RNS Number:6032X
Genbel South Africa Ld
22 January 2001



                         GENBEL SOUTH AFRICA LIMITED

                (Incorporated in the Republic of South Africa)

                     (Registration number 1949/032379/06)

                         ("Genbel" or "the company")

Increase in general authority limit to repurchase shares and amendments to the
company's articles of association

Introduction

Genbel shareholders are advised that the directors of Genbel ("the directors")
have resolved to seek shareholders' approval to:

* increase the general authority limit to enable Genbel or its subsidiary(ies)
to repurchase ordinary shares in the company ("general authority increase");
and

* make certain amendments to the company's articles of association.

General authority increase

The introduction of the new Listings Requirements of the JSE Securities
Exchange South Africa ("JSE") on 2 October 2000 has, inter alia, resulted in
an increase in the maximum share repurchase limit for a company in terms of a
general authority ("general repurchases"). A company may now make general
repurchases on the open market up to 20% (previously 10%) of the company's
issued share capital as at the date of passing the requisite special
resolution of shareholders in any financial year.

The directors wish to continue the general repurchase programme, and
therefore, propose to increase the general authority granted at the annual
general meeting of shareholders held on 12 October 2000, by a further 10%.

Amendments to the articles of association

Reduction of Share Capital

The company's articles of association currently do not provide for reductions
in the company's share premium account and any capital redemption reserve
fund, other than when a payment is made to shareholders in accordance with
Section 90 of the Companies Act (Act 61 of 1973) as amended, ("the Act").

It is proposed to amend the company's articles of association to cater for
circumstances necessitating a reduction of the company's issued share capital,
share premium account and any capital redemption reserve fund that may not
necessarily involve a payment to shareholders, and for which there is no
requirement to obtain prior shareholder approval in terms of the Act, or the
rules of any recognised stock exchange on which the company's shares may be
listed. In such instances, the directors will be able to authorise the
reduction of the company's issued share capital, share premium account and any
capital redemption reserve fund without the necessity of holding a general
meeting to the extent that this is not required.

Rights of Genbel SharePlan Members

There are approximately 11 000 shareholders who have purchased their shares
through the Genbel SharePlan and collectively hold approximately 10,8% of the
issued share capital of the company. Although these members are indirect
shareholders through the Genbel SharePlan, the company's articles of
association do not make specific provision for such members to attend, speak
and vote at general meetings of Genbel shareholders.

Consequently, the directors propose to amend the company's articles of
association to provide Genbel SharePlan members with the right to attend,
speak and vote personally at any general meeting of Genbel shareholders with
effect from the date of registration of the relevant special resolution.

General meeting and documentation

A general meeting of Genbel shareholders will be held in the boardroom, at 3A
Summit Road, Dunkeld West, Johannesburg, 2196 at 11:00 on Thursday, 15
February 2001, to consider the proposed special resolutions necessary to
effect the general authority increase and amendments to the articles of
association.

A circular, including a notice of general meeting and a form of proxy
containing full details of the general authority increase and amendments to
the articles of association, will be posted to Genbel shareholders today.

E H Verbeek Johannesburg

Company Secretary 22 January 2001

Investment bank

Gensec Bank Limited

(Registration number 1996/004744/06)

Corporate consultants

Corporate Governance Advisory Services (Proprietary) Limited

(Registration number 1999/008751/07)

A subsidiary of Edward Nathan & Friedland (Proprietary) Limited

Sponsoring brokers

in South Africa

JP Morgan

in Namibia

Herbert Maier

Member of the Namibian Stock Exchange

Trading as JP Morgan

UK Secretaries

Project Consultants Limited

Walnut House

Walnut Gardens

Claydon

OXON

OX17 1NA