CORPGRO LIMITED HELD AT 2 ARNOLD ROAD, ROSEBANK OF CORPGRO LIMITED HELD AT 2 ARNOLD ROAD, ROSEBANK ON 07SEPTEMBER 2001

Present:E. Ellerine (Chairman)

E. Grolman G.B, Liebmann

Recused:J.M. Liebesman

M.H. Sacks

Apology:N.J. Frangos

In Attendance:J.R. Welham (Secretary)

1.ATTENDANCE

The chairman welcomed the members to the meeting and as a quorum was present, the meeting was declared duly constituted.

2.PURPOSE OF THE MEETING

The chairman referred to recent discussions with the executive on the matter arising from the previous board minutes regarding the re-pricing of employee share incentive options.

The chairman referred to the board papers that had been circulated to directors, detailing the motivation and methodology for the re-pricing of options - and declared the motion open for discussion.

The chairman tabled a letter addressed to the board from N Frangos recording his view on the subject, which summarised the recent discussions held between directors. The board noted and recorded N Frangos's opposition to the option re-pricing proposal, as expressed in the letter.

3.BOARD MEMBERS RECUSED

It was recorded that M Sacks and J Liebesman were beneficiaries of the Corpgro share incentive scheme and thus were not eligible to participate in discussion or vote on the matter before the board.

4.MOTIVATION

With reference to the circulated proposal, the motivation and methodology for the re-pricing of options were noted. An equitable formula for both beneficiaries and shareholders had been determined. This involved, besides reducing the strike prices, an extension of vesting periods and the reduction in the number of options previously awarded.

The aim of motivating and incentivising participants, for an extended period, was considered necessary in order to retain employees and provide similar reward benefits to that of the group's competitors. As existing awards were substantially out of the money, the cancellation and re-issue of new options would achieve this objective.

On consultation and recommendation by Deloitte and Touche, and subsequent consideration of tax, corporate governance issues and the scheme rules, the re-pricing proposal had been documented. This resulted in the proposed cancellation and renewal, on different terms, of option awards to beneficiaries. The chairman reiterated the significance of a balance between participants and shareholders to ensure neither was prejudiced by the decision.

It was noted that the boards of Corpcapital and Corpcapital Bank had accepted and approved the re-pricing proposal. Noted that certain senior Corpbank scheme participants had opted to remain on the current terms, which indicated the proposal was well balanced.

The importance of maintaining consistency throughout the group, especially in view of the pending merger of the listed entities, was agreed.

5.PRINCIPAL OF RE-PRICING

The board discussed the principal of re-pricing options and noted the views contained in the letter from N Frangos. The purpose of providing an incentive and a method of rewarding executives for the company's financial performance was noted. Discussed and agreed that share price performance relative to financial performance, in bear trends, was not consistent.

Further noted that at the time of re-pricing and acceptance by the other group boards, market tendency towards re-pricing was positive.

6.RE-PRICING CALCULATIONS

The board referred to the re-pricing calculations as presented in the proposal. Confirmed that a uniform formula had been applied consistently to all beneficiaries on the group share schemes. Noted that Corpbuild employees would be retained on the scheme for the period that the company remained a Corpgro asset.

The reduction in the number of share options allocated (in some cases by a third) and the extension of the vesting periods were noted.

The schedule has been appended to the minutes.

Agreed to check and verify the calculations on the spreadsheet.

7.VOTING

The motion to approve the proposal, as tabled before the board, was put to the vote.

The chairman, on behalf of N Frangos and having been appointed as his duly authorised representative, recorded a vote against the adoption of the re-pricing proposal.

The motion was carried three to one in favour of the proposal and the board resolved that the amendments to the share scheme and acceptance of the re-pricing of share scheme awards be and is hereby approved.

There being no further business, the meeting was concluded.

Signed as a fair record of proceedings.

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CHAIRMANDATE