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Truworths - Results of annual general meeting and finalisation information relating to the odd-lot offer Truworths International Limited (Incorporated in the Republic of South Africa) (Registration number 1944/017491/06) Share code: TRU ISIN: ZAE000028296 ("Truworths" or "the company") Results of annual general meeting and finalisation information relating to the odd-lot offer 1. Introduction Shareholders are referred to the company`s annual general meeting notice dated 23 August 2002. This notice inter alia contained details of the proposed odd-lot offer to those Truworths shareholders holding less than 100 shares ("odd-lot holders") at the close of business on Friday 13 December 2002 ("the record date"). 2. Results of annual general meeting All special and ordinary resolutions set out in the notice, including those required to give effect to the odd-lot offer, were passed by the requisite majority of shareholders at the annual general meeting held on Wednesday 6 November 2002. The special resolutions have been submitted to the Registrar of Companies for registration. 3. Offer price The odd-lot offer will be implemented at a price of 584 cents per share ("the offer price"), being the volume weighted average traded price of Truworths shares on the JSE Securities Exchange South Africa over the 5 trading days ended at the close of business on Friday 8 November 2002. 4. Mechanism of the odd-lot offer The odd-lot offer will be implemented on the basis that odd-lot holders may, up to 16:00 on Friday 13 December 2002, elect to: - Sell their odd-lot holdings at a 5% premium to the offer price ("the cash alternative"); or - Purchase additional shares at the offer price in order to increase their holdings to 100 shares ("the purchase alternative"); or - Retain their odd-lots. Those odd-lot holders reflected as such on the record date who have not made an election by 16:00 on Friday 13 December 2002 will be deemed to have agreed to sell their odd-lots. Their shares will be sold to those odd-lot holders who elect the purchase alternative or to Truworths, as the case may be. To the extent that there are insufficient odd-lots arising from shareholders electing the cash alternative to satisfy the requirements of those odd-lot holders who have elected the purchase alternative, Truworths will issue new shares at the offer price. 5. Salient dates The salient dates relative to the odd-lot offer are set out below: 2002 Annual general meeting of members held on Wednesday 6 November Finalisation announcement published on Monday 11 November Election period for the odd-lot offers opens on Monday 18 November Last day to trade in order to participate in the odd-lot offer 17:00 on Friday 6 December Election period for the odd-lot offer closes at 16:00 on Friday 13 December Form of election for the odd-lot offer to be received by (see Note 4) 16:00 on Friday 13 December Record date to determine qualifying shareholders 17:00 on Friday 13 December Implementation of the odd-lot offer takes effect 17:00 on Friday 13 December Implementation announcement published on Tuesday 17 December New share certificates posted or safe custody accounts updated on Tuesday 17 December Cheques posted, or electronic transfers made, on surrender of certificates in respect of certificated shareholders from Tuesday 17 December Accounts at CSDPs or brokers in respect of dematerialised shareholders credited on Tuesday 17 December Notes: 1. All times shown are South African local times. 2. The above dates and times are subject to amendment. Any amendment will be published in the press and via SENS. 3. No shares may be re- or de-materialised between Monday 9 and Friday 13 December 2002, both days inclusive. 4. Dematerialised shareholders are required to notify their duly appointed CSDP or broker of their instructions in respect of the odd-lot offer in the manner stipulated in the agreement between them and their CSDP or broker. Cape Town 11 November 2002 Sponsor: HSBC Investment Services (Africa) (Pty) Ltd (Registration number 1984/001736/07) Date: 11/11/2002 08:12:00 AM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
