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Directors' report

for the year ended 31 March 2015

Nature of operations

Welkom Yizani Investments (RF) Limited was incorporated on 10 July 2006 under the laws of the Republic of South Africa. The principal activities of Welkom Yizani Investments (RF) Limited are to:

a) carry on the main business of holding only Media24 Holdings Proprietary Limited ordinary shares, cash and such assets as are received and acquired solely by virtue of, or in relation to, the holding of Media 24 Holdings Proprietary Limited ordinary shares. A significant subsidary of Media24 Holdings Proprietary Limited, Novus Holdings Limited, was listed on the JSE Limited’s stock exchange on 31 March 2015.
b) receive and distribute dividends and other distributions in terms of its holding in Media24 Holdings Proprietary Limited, and
c) provide a platform for over-the-counter trading of shares in Welkom Yizani Investments (RF) effective 9 December 2013. The Financial Services Board has granted Welkom Yizani Investment (RF) Limited an extension for the application for the exemption until 3 September 2015 for the over-the-counter trading of its shares.

Operating and financial review

The financial results of the group and company are set out in this annual integrated report.

Share capital

Refer to note 6 for details of the authorised and issued share capital.

Dividends

The board recommends that dividends of 29,4 cents per ordinary share and 46,6 cents per preference share be declared (2014: 29,4 cents per ordinary share and 46,6 cents per preference shares). A once-off special dividend of 20,5 cents per ordinary share and 32,2 cents per preference shares be declared (2014: 0 cents per ordinary and preference shares).

Directors, company secretary and auditor

The directors of the company are listed below and the company secretary is Lurica Jineanne Klink. The street and postal addresses for the company secretary are the same as those of the company.

Name Date appointed Category
R C C Jafta 28 November 2012 Independent non-executive
P O Goldhawk 22 June 2007` Independent non-executive
A H Adhikari 14 October 2010 Independent non-executive
J C Held 2 September 2014 Independent non-executive

PricewaterhouseCoopers Inc. was appointed in office as auditor in accordance with section 90(6) of the South African Companies Act 2008.

Subsequent events

No events have occurred subsequent to 31 March 2015 that have required the company to disclose or adjust the results as presented in these annual financial statements.

Signed on behalf of the board

R C C Jafta
Chair

19 June 2015