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Netpartner/ Netcare - Results of the general meeting and scheme meeting Netpartner Investments Limited (Incorporated in the Republic of South Africa) (Registration number 2003/014215/06) ("Netpartner") Network Healthcare Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 1996/008242/06) JSE code: NTC ISIN: ZAE000011953 ("Netcare") Results of the Netpartner general meeting and scheme meeting 1. Results of the general meeting Further to the announcement dated Thursday, 8 June 2006 and the circular to Netpartner shareholders dated Friday, 9 June 2006, Netpartner shareholders are advised that, at the general meeting of Netpartner shareholders held in the Nedbank Auditorium at 135 Rivonia Road, Sandown on Monday, 3 July 2006, the ordinary resolutions relating to: 1.1 the distribution by Netpartner of its entire shareholding in Lethimvula Investments Limited to Netpartner shareholders by way of a distribution in specie in terms of section 90 of the Companies Act, No. 61 of 1973, as amended ("Companies Act"), in the ratio of one Lethimvula share for every one Netpartner share held at the close of business on the record date for the distribution in specie; and 1.2 the authorisation for any member of the board of directors of Netpartner ("the Board") to take such steps and sign all such documents so as to give effect to the resolution described in 1.1 above, were passed by the requisite majority of Netpartner shareholders. 2. Results of the scheme meeting Further to the announcement dated Thursday, 8 June 2006 and the circular to Netpartner shareholders dated Friday, 9 June 2006, Netpartner shareholders are advised that the scheme of arrangement ("the scheme") in terms of section 311 of the Companies Act proposed by Netcare between Netpartner and its shareholders, excluding Netcare, was approved by 99.97% of Netpartner shareholders present either in person or represented by proxy at the scheme meeting held on Monday, 3 July 2006 at the Nedbank Auditorium, 135 Rivonia Road, Sandown. As the conditions precedent to the implementation of the scheme will not be fulfilled by 25 July 2006, Netpartner will apply to the Court on 25 July 2006 for an extension of the sanctioning hearing date. Details of the sanctioning hearing date will be published in the South African press on or about Wednesday, 26 July 2006. At the sanctioning hearing, the Court will decide on all facts and submissions then before it, whether or not to sanction and approve the scheme and declare it binding on Netpartner and its shareholders. The sanctioning hearing will be open to the public and any interested person affected by the scheme will be entitled to address the Court, in person or through a legal representative entitled to appear before the Court, on any material aspect relevant to the scheme. 3. Conditions precedent The implementation of the scheme is subject to the fulfilment of the following conditions precedent: 3.1 the approval of the competition authorities as contemplated in the Competition Act, No. 89 of 1998, as amended, insofar as may be necessary, either unconditionally or subject to such conditions as are acceptable to both Netcare and Netpartner; 3.2 the subscription and the distribution in specie becoming unconditional and being implemented; 3.3 the Court sanctioning the scheme in terms of the Companies Act; and 3.4 a certified copy of the Order of Court sanctioning the scheme being registered by the Registrar of Companies in terms of the Companies Act. 4. Chairman"s report Copies of the Chairman"s report on the scheme meeting will be available at the registered office of Netpartner (2nd Floor West Block, 9 Fredman Drive, Sandown) during normal business hours, free of charge on request, for at least 1 (one) week before the sanctioning hearing date. 5. Further announcements Further announcements regarding the outcome of the application to the Court and final salient dates and times of the scheme will be made to Netpartner shareholders in due course. By order of the Board Johannesburg Tuesday, 4 July 2006 Independent adviser, corporate adviser and transactional sponsor to Netpartner Nedbank Capital Corporate adviser to Netcare KPMG Legal adviser to Netpartner and attorneys to the scheme Cliffe Dekker Legal adviser to Netcare H R Levin Reporting accountants and auditors to Netpartner and Netcare PKF Accountants & business advisers Sponsor to Netcare Merrill Lynch Global Markets & Investment Banking Group Merrill Lynch South Africa (Pty) Ltd Registration number 1995/001805/07 Registered Sponsor and Member of the JSE Limited Corporate adviser to Netpartner Icapital advisers Date: 04/07/2006 05:05:04 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
