1.

Nature of business

The company is a South African incorporated company listed on the JSE engaged principally in the hotels and gaming industry.

2.

State of affairs and profit for the year

The financial results of the group and company for the year are set out in the annual financial statements and accompanying notes thereto.

3.

Restatement

The amendments to IAS 16 Property, Plant and Equipment and IAS 19 Employee Benefits, have had an impact on the group’s financial statements. These amendments have been applied retrospectively and have been summarised in note 1b and note 44.

4.

Subsequent events

Refer note 51 of the group annual financial statements for events occurring after the balance sheet date. The directors are not aware of any matter or circumstance arising since the end of the financial year, not otherwise dealt with within the financial statements, that would affect the operations or results of the company or the group significantly.

5.

Dividends

A final dividend of 51.0 (fifty-one) cents per share was paid to shareholders on 18 June 2013 in respect of the year ended 31 March 2013.

An interim dividend of 29.0 (twenty-nine) cents per share was paid to shareholders on 17 December 2013 in respect of the year ended 31 March 2014.

On 22 May 2014, the board of directors declared a final gross cash dividend of 60.0 (sixty) cents per share in respect of the year ended 31 March 2014. The dividend was declared in South African currency and is payable to shareholders recorded in the register of the company at close of business on Friday, 13 June 2014. There are no STC credits to be utilised. The number of ordinary shares in issue at the date of this declaration was 1 098 158 501 (excluding treasury shares). The dividend is subject to a local dividend tax rate of 15%, which results in a net dividend to those shareholders who are not exempt from paying dividend tax of 51.0 cents per share. The company’s tax reference number is 9250039717.

6.

Share capital

There were no changes to the company’s authorised and issued share capital during the year under review.

The company’s authorised but unissued share capital was placed under the control of the directors until the forthcoming AGM with authority to allot and issue any shares required to be issued for the purpose of carrying out the terms of the Gold Reef Share Scheme, limited to a maximum of three million shares, at their discretion, subject to section 38 of the Companies Act of South Africa and the Listings Requirements of the JSE.

7.

Equity-settled long-term incentive plan

Refer note 26.1 of the group annual financial statements for details of the group’s equity-settled long-term incentive plan for employees. There are no awards/options held by directors or other key management.

8.

Associates, joint ventures and subsidiaries

Refer notes 22 and 23 of the group annual financial statements for details of associates and joint ventures respectively, note 53 of the group annual financial statements for details of subsidiary companies with material non-controlling interests, and note 22 to the company financial statements for details of subsidiaries.

9.

Directorate

The directorate during the year under review was as follows:

Non-executive

Independent non-executive

Executive

With effect from 1 June 2014, Mrs BA Mabuza joined the board of directors as an independent non-executive director and was appointed as a member of the audit and risk committee.

10.

Directors’ and prescribed officers’ emoluments

Refer note 52.4 of the group annual financial statements and note 21.3 of the company annual financial statements for details of the group’s key management compensation.

11.

Company Secretary

12.

Auditors

PricewaterhouseCoopers Inc. will continue in office in accordance with section 90 of the Companies Act of South Africa.

13.

Majority shareholders and shareholder analysis

The company’s majority shareholders are Tsogo Investment Holding Company (Pty) Limited and SABSA Holdings Limited who own 41.3% and 39.6% respectively (excluding treasury shares). No shareholder has a controlling interest in the company. Refer to the company annual financial statements for a detailed analysis of the company’s shareholders.

14.

Special resolutions

• approval of the fees payable to non-executive directors for their services as directors or as members of the board subcommittees in respect of the financial year ended 31 March 2014;
• granting the company and any of its subsidiaries a general authority in terms of the Listings Requirements of the JSE for the acquisition by the company, or any subsidiary of the company, of ordinary issued shares issued by the company;
• authorisation for the company to provide at any time and from time to time direct or indirect financial assistance to any related or inter-related company or corporation of the company; and
• authorisation for the company to issue shares or options and the granting of financial assistance in terms of the company’s share-based incentive schemes.