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CAPE JOINT RETIREMENT FUND REGISTRATION NUMBER: 12/8/32689/2 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2004

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Page 1: CAPE JOINT RETIREMENT FUND REGISTRATION NUMBER… Fund.pdf · CAPE JOINT RETIREMENT FUND Schedule D Reference Number: 12/8/32689/2 Report of the independent auditors To the trustees

CAPE JOINT RETIREMENT FUND REGISTRATION NUMBER: 12/8/32689/2 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2004

Page 2: CAPE JOINT RETIREMENT FUND REGISTRATION NUMBER… Fund.pdf · CAPE JOINT RETIREMENT FUND Schedule D Reference Number: 12/8/32689/2 Report of the independent auditors To the trustees

CAPE JOINT RETIREMENT FUND Schedule CReference Number: 12/8/32689/2

Annual Financial Statementsfor the year ended 30 June 2004

Administrative information:Registered office - Postal address Belmont Office Park PO Box 4300Twist Street Tyger ValleyBellville 75367535

Name of principal officer : Mr H H Herbst

Name of auditors : KPMG Inc.

Name of valuator : Mr D Klug ( Metropolitan Life)

Contents Page

Schedule D Report of the independent auditors to the trustees 2

Schedule E Report of the trustees 3 - 9

Schedule F Statement of funds and net assets 10

Schedule G Revenue account 11 - 12

Schedule H Notes to the financial statements 13 - 18

Schedule I Report of the independent auditors to the Registrar and schedules to the annual financial statements 19 - 36

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Page 3: CAPE JOINT RETIREMENT FUND REGISTRATION NUMBER… Fund.pdf · CAPE JOINT RETIREMENT FUND Schedule D Reference Number: 12/8/32689/2 Report of the independent auditors To the trustees

CAPE JOINT RETIREMENT FUND Schedule DReference Number: 12/8/32689/2

Report of the independent auditorsTo the trustees of the CAPE JOINT RETIREMENT FUND

We have audited the annual financial statements of the Cape Joint Retirement Fund set out onpages 3 to 18 for the year ended 30 June 2004. These financial statements are the responsibility ofthe Fund's trustees. Our responsibility is to express an opinion on these financial statements based onour audit.

Scope

We conducted our audit in accordance with statements of South African Auditing Standards. Thosestandards require that we plan and perform the audit to obtain reasonable assurance that the financialstatements are free of material misstatement. An audit includes:

- examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,- assessing the accounting principles used and significant estimates made by the administrator, and- evaluating the overall financial statement presentation.

We believe that our audit provides a reasonable basis for our opinion.

Audit opinion

In our opinion, the financial statements fairly present, in all material respects, the net assets of the fund at30 June 2004 and the results of its activities for the year then ended in accordance with generally acceptedaccounting practice, the rules of the Fund and in the manner prescribed by the Pension Funds Act, 1956.

KPMG Inc.Registered Accountants & AuditorsChartered Accountants (S.A.)MSC HouseNo.1 Mediterranean StreetForeshoreCape Town8001

Date:

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CAPE JOINT RETIREMENT FUND Reference Number: 12/8/32689/2

Report of the Trustees Schedule E for the year ended 30 June 2004 The Trustees hereby present their report for the year ended 30 June 2004. 1. Management 1.1 Trustees Names of the Trustees in office during the year under review:

Name: Capacity Residency:

Messrs. H H Herbst ¯ Chairman BellvilleM P du Plessis ¯ Vice-chairman Kimberley

M C Bester ¯ KimberleyP L J Mulder ¯ Deceased 11 June 2004 Bellville

A Smith ¯ George B W Shepherd ¯ East London P J van Rooy ¯ Uitenhage

H E M Busch Mitchell's PlainJ O Louw GriekwastadWW van Gass ¯ Co-opted 6 August 2004 Vredekloof

Mrs A M Mayekiso StutterheimS J Reinecke Ladismith

Adv J Koekemoer ¯ Hermanus

¯ Represents the members 1.2 Principal Officer

Name of principal officer: Mr H H HerbstDate of appointment: 1 May 2000

1.3 Address of the registered office and postal address of the Retirement Fund

Address of registered office: Postal address:

Belmont Office Park PO Box 4300 Twist Street Tyger Valley Bellville 7536 7535

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CAPE JOINT RETIREMENT FUND Reference Number: 12/8/32689/2

Report of the Trustees for the year ended 30 June 2004 (continued)

1.4 Valuator

Name of valuator : Mr D Klug ( Metropolitan Life)

1.5 Investment administrators Name of investment administrators during the year: Fair Value (a ) Old Mutual Asset Managers (SA) (Pty) Ltd - 999,805,539R (b ) Prescient Investment Management (Pty) Ltd - 524,462,251R (c ) RMB Asset Management (Pty) Ltd. - 380,674,628R (d ) Coronation Fund Managers - 1,199,549,480R (e ) Allan Gray Limited - 826,453,844R

Business addresses Postal addresses

(a ) Mutualpark PO Box 1014 Jan Smuts Drive Cape Town Pinelands 8000

7405

(b ) Prescient House PO Box 31142The Terraces Prescient House

Steenberg Boulevard The TerracesSteenberg Office Park Steenberg Office Park7945 Tokai

7966 (c ) 4 Merchant Place Private Bag 9959 1 Fredman Avenue Sandton

Sandton 21962196

(d ) Boundary Terraces P.O. Box 993 No. 1 Mariendahl Lane Cape Town

Newlands 8000 7700

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CAPE JOINT RETIREMENT FUND Reference Number: 12/8/32689/2

Report of the Trustees for the year ended 30 June 2004 (continued)

(e ) Granger Bay Court PO Box 51318Beach Road V&A WaterfrontV&A Waterfront Cape TownCape Town 80028001

1.6 Employers participating in the fund in terms of the rules of the fund Refer to the attached list. (No. 12 of Annexure A to Schedule I).

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CAPE JOINT RETIREMENT FUNDReference Number: 12/8/32689/2

Report of the Trusteesfor the year ended 30 June 2004 (continued)

2 Description of the pension fund

2.1 Type of pension fund

The Fund is classified as a paragraph (a) (public sector) fund in terms of Section 1 of the Income TaxAct, 1962. The Fund is a defined contribution fund.

2.2 Benefits

(a) On resignation a member is entitled to his or her member's share.

(b) On death, retirement or ill-health retirement a member/dependant is entitled to a lump sum and a monthly pension.(For the calculation of these you are referred to Sections 4 to 7 of the Rules of the Fund).

3. Review of the year's activities

3.1 Membership

The number of active members of the Fund at year-end was 18 735, while monthly pensionswere paid to 1 011 members. The active members statistics include 186 deferred members, but exclude824 members who are pending transfer to other funds.

(a) Transfers out -272 members were transferred to other funds during the period.

(b) New members -1 001 members joined the Fund during the period.

(c) Withdrawals/Retrenchments -785 members resigned/retrenched from the Fund during the period.

(d) Normal/Early Retirement -262 members went on retirement during the period.

(e) Ill-health Retirements : Lump sum -Nil members received a lump sum on ill-health retirement during the period.

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CAPE JOINT RETIREMENT FUNDReference Number: 12/8/32689/2

Report of the Trusteesfor the year ended 30 June 2004 (continued)

(f) Ill-health Retirements : Pension -44 members received pensions on ill-health retirements during the period.

(i) Death : Pension -9 members died and their dependants received a pension during the period.

(j) Deaths : Lump sum -69 members died and a lump sum was paid to their estates during the period.

3.2 Accumulated funds

The accumulated funds increased by R 609 362 000 during the year. (For the movement ofthe balance of accumulated funds and details of members' and employers' contributions tothe Fund, you are referred to Schedule G).

(a) Share Account R3 616 932 000 (2003: R3 064 913 000)The share account represents the values of all active members and deferred pensioners of the Fund.

(b) Pensions Account R268 401 000 (2003: R237 186 000)The Pensions Account has been established to provide for all pensions in payment, including dependantsof members or pensioners. The pensioner liability has been based on a target annual pensioner increase of 75% of CPI.

(c) Reserve Account R43 641 000 (2003: R17 513 000)The Reserve Account provides for contingencies and obligations of the Fund not covered by the Share Accountor Pensions Account. The Reserve Account includes:

- Risk and data reserve R8 441 000 (2003: R7 200 000). This reserve allows for specified contingencies and,in addition, strains caused by erroneous data or other unforeseen contingencies;

- Pensioner expense NIL (2003: R7 065 000). This reserve represents the actuarial present valueof future expected expenses in respect of pensioners. In the current year it is part of the pensions account; and

- Investment reserve R35 200 000 (2003: R3 248 000). This reserve is maintained to cover fluctuations in themarket value of the underlying assets of the Fund. The level of this reserve is determined by the Board ofTrustees on recommendation of the actuary.

3.3 Benefit changes

A pension increase of 1.7% was granted to pensioners with effect from 1 March 2004.

4. Actuarial valuation

The financial position of the Fund is examined and reported upon by the valuator at intervals not exceeding twoyears. An actuarial valuation was performed on the position of the Fund as at 30 June 2003 in which the valuatorreported that the Fund was funded on sound actuarial principles. A scheme of apportionment of nil surplus wassubmitted on 8 April 2004 to the Financial Services Board for approval, together with the statutory actuarial valuation.

5. Fidelity cover

The fidelity cover of the Fund, covered under the Santam Insurance Company Limited policy number 20020961, amounts to R100 million, which the trustees consider to be adequate.

6. Loans to members

None

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CAPE JOINT RETIREMENT FUNDReference Number: 12/8/32689/2

Report of the Trusteesfor the year ended 30 June 2004 (continued)

7. Housing loan collateral securities to members

The Fund has a scheme in accordance with section 19(5) of the Pension Funds Act, in terms of which the Fundissues collateral mainly to financial institutions who grant housing loans to members. The borrowing member'smember share acts as the collateral security issued to the financial institution. The total monetary value of thecollateral security issued amounted to R 163 348 279 (2003: R135 525 504). The guarantees are secured by pledges by the members concerned to the Fund in accordance with Section 19(5)(b)(i)(bb) of the Pension Funds Act.

8. Significant events

8.1 A scheme of apportionment of nil surplus, together with the statutory actuarial valuation at 30 June 2003 wassubmitted to the Financial Services Board on 8 April 2004.

8.2 Investment contracts with Insinger and State Street were terminated and monies transferred to Old Mutual AssetManagers and Allan Gray.

8.3 The four hedges amounting to R660 million taken out in December 2003 closed out on 6 May 2004.

9. Subsequent events

No subsequent events.

10. Investments in participating employers 2004 2003Fair Value Fair Value

R'000 R'000 Bill, bonds and securities 474 563

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CAPE JOINT RETIREMENT FUNDReference Number: 12/8/32689/2

Report of the Trusteesfor the year ended 30 June 2004 (continued)

11. Approval of the financial statements The financial statements of Cape Joint Retirement Fund and all other information presented in this report are the responsibility of the trustees and the principal officer. The trustees and the principal officer discharge this responsibility primarily by ensuring the establishment and maintenance of accounting systems and practices adequately supported by internal accounting controls. These controls, which are implemented and executed by the Fund or its Administrator, provide assurance that the Fund's assets are safeguarded, that transactions are properly authorised and executed and that the financial records are reliable. These financial statements have been prepared in accordance with generally accepted accounting practice, the rules of the Fund and the provisions of the Pension Funds Act, 1956.

The financial statements of Cape Joint Retirement Fund, set out on pages 3 to 18, wereapproved by the Trustees and the Principal Officer and are certified by them to the best of theirknowledge to be true and fair, and are signed on their behalf by:

CHAIRMAN TRUSTEE PRINCIPAL OFFICER

Name Name Name

Date Date Date

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CAPE JOINT RETIREMENT FUNDReference Number: 12/8/32689/2

Statement of funds and net assets Schedule F at 30 June 2004 Notes 30 JUNE 2004 30 JUNE 2003 R'000 R'000 1. FUNDS 1.1 Accumulated Funds 3,928,974 3,319,612

(a) Share account 3,616,932 3,064,913 (b) Pensions account 268,401 237,186

(c) Reserve account 43,641 17,513

Total Funds and reserves 3,928,974 3,319,612

2. ASSETS

2.1 Investments 2 4,027,994 3,324,602

2.2 Current Assets 75,054 79,100 (a) Loan: Cape Joint Properties (Pty) Ltd 10 3,670 3,293 (b) Income accrued 2,822 7,296 (c) Arrear contributions 3 19,171 19,449 (d) Cash at bank 16,398 8,536 (e) Accrued interest 24,579 32,664 (f) Outstanding settlements 8,414 7,862

Total Assets 4,103,048 3,403,702 3. LESS: LIABILITIES Current Liabilities 174,074 84,090

(a) Benefits due 108,804 70,437 (b) Accruals 846 74 (c) Other: Provision for audit fees 131 180

(d) Reinsurance premiums payable 7,401 4,317 (e) Tax on Retirement Funds 3,267 4,372 (f) Outstanding settlements 53,625 4,710

NET ASSETS 3,928,974 3,319,612

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CAPE JOINT RETIREMENT FUNDReference Number: 12/8/32689/2

Revenue account Schedule Gfor the year ended 30 June 2004

Notes 30 JUNE 2004 30 JUNE 2003 R'000 R'000

1. Contributions received 382,788 348,379

1.1 Members' contributions 127,150 115,721

1.2 Employers' contributions 4 254,758 231,774

1.3 Additional members' contributions 880 884

2. Transfers from other funds received

Transfers in terms of Section 14of the Act 9 2,348 -

3. Unclaimed benefits forfeited 605 489

4. Reinsurance recoveries 49,584 37,788

5. Income from investments 5 605,253 (18,724)

Subtotal 1,040,578 367,932

6. Less: Administration expenses 58,451 55,380 6.1 General administration expenses 6 12,897 14,419 6.2 Reinsurance premiums 45,554 40,962

7. Net revenue carried forward 982,127 312,552

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CAPE JOINT RETIREMENT FUNDReference Number: 12/8/32689/2

Revenue accountfor the year ended 30 June 2004 (continued)

Notes 30 June 2004 30 JUNE 2003R'000 R'000

7. Net revenue brought forward 982,127 312,552

8. Taxation on Retirement Funds 20,680 32,502

Subtotal 961,447 280,050

9. Accumulated funds 3,319,612 3,313,854

9.1 At the beginning of the year 3,319,612 3,313,854

10. Accumulated funds - before benefits

and transfers out 4,281,059 3,593,904

11. Less: Benefits and transfers out 352,085 274,292 11.1 Benefits awarded 7 350,122 276,080

11.2 Transfers out(a) Section 14 9 1,458 -1,788(b) Individuals 505 -

12. Accumulated funds - at the end of the year 3,928,974 3,319,612

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CAPE JOINT RETIREMENT FUNDReference Number: 12/8/32689/2

Notes to the financial statements Schedule Hfor the year ended 30 June 2004

1. Accounting policiesThe financial statements have been prepared on the historical cost basis, unless as indicated below,and incorporate the following principal accounting policies, which are consistent with those adopted inthe previous financial year.

1.1 Basis of preparation

1.2 Income

Dividends are recognised when the right to receive payment is established.Rental income is recognised on a straight line basis over the lease term.

1.3 Section 14 transfersTransfers are recognised when the transfers have been approved by the Financial Services Board.

1.4 ContributionsGross contributions are brought to account on the accrual basis.

1.5 Financial instrumentsMeasurementFinancial instruments carried on the statement of funds and net assets include cash and bank balances, investments, receivables and payables.Financial instruments are initially measured at cost, which includes transaction costs.Subsequent to initial recognition these instruments are measured as set out below.

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The financial statements are prepared on the historical cost basis, modified by the remeasurement of financial instruments to fair value, and the revaluation of land and buildings to market value.

Interest income is recognised on a time proportion basis, taking into account the principal outstanding and the effective rate over the period to maturity, when it is determined that such income will accrue to the fund.

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CAPE JOINT RETIREMENT FUNDReference Number: 12/8/32689/2

Notes to the financial statements Schedule Hfor the year ended 30 June 2004

1.5 Financial instruments (continued)Investments

Trade and other receivablesTrade and other receivables originated by the fund are stated at cost less provision for doubtful debts.

Cash and cash equivalentsCash and cash equivalents are measured at fair value.

Financial liabilitiesFinancial liabilities are recognised at amortised cost, comprising original debt less principal payments and amortisations.

Gains and losses on subsequent measurement

1.6 Impairment of assetsThe carrying amounts of the fund’s assets are reviewed at each balance sheet date to determine whetherthere is any indication of impairment. If there is any indication that an asset may be impaired, itsrecoverable amount is estimated. The recoverable amount is the higher of its net selling price and its valuein use.

In assessing value in use, the expected future cash flows from the asset are discounted to their presentvalue using a pre-tax discount rate that reflects current market assessments of the time value of money andthe risks specific to the asset. An impairment loss is recognised whenever the carrying amount of an assetexceeds its recoverable amount.

A previously recognised impairment loss is reversed if the recoverable amount increases as a result of achange in the estimates used to determine the recoverable amount, but not to an amount higher than thecarrying amount that would have been determined (net of depreciation) had no impairment loss beenrecognised in prior years.

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Held to maturity investments are measured at amortised cost using effective interest rates. The fair value of marketable securities is calculated by reference to Stock Exchange quoted selling prices at the close of business on the balance sheet date. Units in unit trusts are valued at the repurchase price. Unlisted shares and derivatives are determined using appropriate valuation methods.

Gains and losses on subsequent measurement to fair value of investments and of all other financial instruments are recognised in the net surplus or deficit during the period in which the change arises.

Page 16: CAPE JOINT RETIREMENT FUND REGISTRATION NUMBER… Fund.pdf · CAPE JOINT RETIREMENT FUND Schedule D Reference Number: 12/8/32689/2 Report of the independent auditors To the trustees

CAPE JOINT RETIREMENT FUNDReference Number: 12/8/32689/2

Notes to the financial statementsfor the year ended 30 June 2004 (continued)

2. Investments Fair Value Fair Value Fair ValueRSA Outside RSA Total

R'000 R'000 R'000Shares in companies 2,514,405 2,514,405Bills, bonds and securities 851,946 851,946Deposits 274,331 274,331Immovable property 3,066 3,066Derivative market instruments 64 64International assets 363,549 363,549Accrued interest -24,579 -24,579Outstanding settlements 45,212 45,212

Total investments - 30 June 2004 3,664,445 363,549 4,027,994

30 June 2003 3,030,662 293,941 3,324,602

3. Arrear contributions

Current contributions by members 6,390 6,483

Current contributions by employers 12,781 12,96619,171 19,449

4. Employers' contributions

Normal contributions 254,758 231,774

5. Income from investments

Dividends received 76,326 69,094

Interest 123,821 139,116

Rental received : own properties 344 671

: from managed portfolios -3 1,138

Profit on realisation of investments 57,705 64,024

Investment administration fees -21,698 -18,308

Foreign currency loss -20,087 -10,601

Scrip lending fee 644 43

Unrealised adjustment to fair value of investments 378,923 -326,617

Realised profit on derivative instruments 9,278 98,453

Mark to market valuation of derivative instruments - (35,737)605,253 -18,724

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CAPE JOINT RETIREMENT FUNDReference Number: 12/8/32689/2

Notes to the financial statementsfor the year ended 30 June 2004 (continued)

30 JUNE 2004 30 JUNE 2003

R'000 R'000

6. General administration expenses

Administration cost 8,931 8,067

Auditor's remuneration - year end audit fee 197 180

- other services 40 30

Bank charges 44 41

Consulting - 19

Management expenses 533 637

Valuator's fees - current 270 191

Financial services levies 113 107

Other sundry expenses - RSC levy 457 655

- Legal costs 345 234

- Fidelity cover 88 70

- Communication and client service 1,374 805

- Document imaging costs 50 62

- Other 454 336

- New contribution / risk option - 1,848

- Flexible contribution rates - 137

- Licence fee- Infinity (50% share) - 1,000

12,897 14,419

7. Benefits awarded

Pensions 22,301 19,488

Lump sums on retirement 107,367 93,370

- full benefit 107,367 93,370

Lump sums 217,054 163,221

- on death 43,734 46,932

- on disability 23,427 15,359

- on withdrawal 111,239 99,819

- on retrenchment 38,654 1,111

Housing security pledges paid in terms of section 19(5)(b)(i)(bb) 3,400 -

350,122 276,080

8. Commitments

None, excluding any potential ex post facto awards which the Pension Fund Adjudicator may possiblymake in future.

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CAPE JOINT RETIREMENT FUNDReference Number: 12/8/32689/2

Notes to the financial statementsfor the year ended 30 June 2004 (continued)

9. Section 14 transfersThe following section 14 transfers have been received:South Afrcan Municipal Workers Union National Provident Fund - 125 membersSouth African Local Authorities Pension Fund - 17 membersNkonkobe - 38 members

The following section 14 transfers were approved and have been paid:South African Local Authorities Provident Fund - 1 memberNational Fund for Municipal Workers - 12 membersSouth African Municipal Workers Union National Provident Fund - 41 members

30 JUNE 2004 30 JUNE 2003

10. Loan account : Cape Joint Properties (Pty) Ltd R'000 R'000

Opening balance 3,293 3,403 Additional loan 170 - Interest accrued 207 - Loan repaid - (110)Closing balance 3,670 3,293

During the year 2000 the Fund funded a sectional title office block in Twist Street, Bellville. The property was purchased in the name of Cape Joint Properties (Pty) Ltd, a property holding company, in which the Cape Joint Retirement Fund and the Cape Joint Pension Fund each has a 50% shareholding.The loan is unsecured and bears interest at 6% per annum. The loan is repayable annually over 19 years.

11. Financial instruments

Currency riskThe Fund does not conduct many transactions denominated in foreign currencies and is thus not exposed tosignificant currency risk. The level of assets held by the fund in foreign currencies at 30 June 2004 was 9.04%. The Trustees do not consider this to be a significant currency risk.

Interest rate riskThe Fund generally adopts a policy of ensuring that its exposure to changes in interest rates is on a floating ratebasis. The interest rate profile of the fund’s financial assets, which earn interest at market related rates, islimited to funds invested in underlying portfolios.

Credit riskFinancial assets that potentially subject the Fund to concentrations of credit risk consist principally of cash,accrued interest, loan receivables, arrear contributions and outstanding settlements.

Reputable financial institutions are used for investing and cash handling purposes. The Trustees have a creditpolicy in place and the exposure to credit risk is monitored on an ongoing basis. The credit risk associatedwith the fund’s loan receivables and arrear contributions is monitored by the trustees.

The maximum exposure to credit risk is represented by the carrying amount of each financial asset in thebalance sheet.Fair valuesThe fair values of all financial instruments are substantially identical to carrying amounts reflected in thestatement of funds and net assets.

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CAPE JOINT RETIREMENT FUNDReference Number: 12/8/32689/2

Notes to the financial statementsfor the year ended 30 June 2004 (continued)

12. Related parties 30 JUNE 2004 30 JUNE 2003R'000 R'000

The following related party transactions took place during the year :

Verso Financial Services (Pty) Ltd (15% shareholding)- Administration fees paid 8,889 8,029 - Expenditure on Promotion of Access to Information Act - 14 - Risk option setup costs - 1,676 Sterling Alliance Financial Services (Pty) Ltd (10% shareholding)- Monitoring and transitional fees paid 7,884 6,963 - Administration fees received (1,038) (1,443)SASH Consulting (Pty) Ltd (Verso Financial Services (Pty) Ltd owns 49%)- Communication and client services fees paid 1,374 2,248

The following related party debtors were outstanding at year end:

Cape Joint Properties (Pty) Ltd (50% shareholding) 3,670 3,293 EB Dynamics (Pty) Ltd-Amount owing due to restructuring 800 1,200

The following trustees are ex officio directors of other related parties

- H H Herbst (Verso Financial Services (Pty) Ltd)(Resigned as director of Sterling Alliance Financial Services (Pty) Ltdon 1 June 2004)

- B W Shepherd (Verso Financial Services (Pty) Ltd andSterling Alliance Financial Services (Pty) Ltd)

- A Smith (Cape Joint Properties (Pty) Ltd)- P L J Mulder (Deceased 11 June 2004) (Cape Joint Properties (Pty) Ltd)- S J Reinecke (Appointed 2 July 2004) (Cape Joint Properties (Pty) Ltd)

No remuneration was paid to these directors by these companies.

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CAPE JOINT RETIREMENT FUND Reference Number: 12/8/32689/2

Report of the independent auditors to the Registrar and schedules to the annual financial statements Schedule I

for the year ended 30 June 2004 Contents Page Special report of the independent auditor to the Registrar 20-21 Annexure A - Schedules to the financial statements 1. Membership statistics 22 2. Immovable property 22 3. Shares in companies 23-24 4. Unit trust schemes 26 5. Loans 26 6. Bills, bonds and securities 26 7. Deposits 27 8. Insurance policies N/A 9. Derivative market instruments 27 10. Other investments in the Republic 28 11. International assets 28 12. List of participating employers 29-30 Annexure B - Assets held in compliance with Regulation 28 31-35

Special report by the independent auditors to the Registrar 36

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CAPE JOINT RETIREMENT FUNDReference Number: 12/8/32689/2

REPORT OF THE INDEPENDENT AUDITORS TO THE REGISTRAR OF PENSION FUNDS

IN TERMS OF SECTION 15 OF THE PENSION FUNDS ACT, 1956

As required by section 15 of the Pension Funds Act, 1956 (the Act), we have performed certain agreed procedures, described below, on the accounting records of the Cape Joint Retirement Fund as at 30 June 2004 . The financial information is the responsibility of the Trustees. Our responsibility is to report on the results of the agreed procedures. This report is furnished solely for your information and should be used by you for this purpose only. Our agreed procedures and our findings are as follows:

1. On a test basis, we examined the contributions and ensured that they were received in accordance with Section 13A of the Act.

We report that the following exception was noted:

Participating Employer Month due Amount Date received Kamiesberg Municipality November 2003 R19 949 20 December 2003

2. We reviewed the accounting records of the Fund to ensure that the amounts disclosed as arrearcontributions at year-end were paid to the Fund in accordance with the requirements ofsection 13A of the Act.

We report that the following exceptions were noted:

Participating Employer Month due Amount Date receivedAlfred Nzo Distriksmunicipality June 2004 R5 348 20 July 2004Gariep Municipality June 2004 R52 979 14 July 2004Emthanjeni Municipality June 2004 R78 780 8 July 2004Kamiesberg Municipality June 2004 R32 127 12 August 2004!Kheis Municipality (Groblershoop) June 2004 R27 048 12 July 2004Great Kei Municipality June 2004 R20 849 8 July 2004Kannaland Municipality June 2004 R82 644 5 August 2004Laingsburg Municipality June 2004 R9 610 12 July 2004Oudtshoorn Municipality June 2004 R413 093 9 July 2004Sarah Fox Children's Hospital June 2004 R1 118 12 July 2004Amahlathi Municipality June 2004 R84 357 8 July 2004Umtata Municipality June 2004 R4 106 8 July 2004Willowmore - Hospital June 2004 R2 492 8 July 2004

The following contributions are still outstanding:

None.

3. We reviewed the actuarial report as at 30 June 2004 to determine whether the fund was underfunded. At the valuation date, the Fund was not underfunded.

4. We report that the Cape Joint Retirement Fund does have investments in participating employersin terms of section 19(6)(a) of the Act as disclosed on page 8 in the report of the Trustees.

20

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CAPE JOINT RETIREMENT FUNDReference Number: 12/8/32689/2

REPORT OF THE INDEPENDENT AUDITORS TO THE REGISTRAR OF PENSION FUNDS

IN TERMS OF SECTION 15 OF THE PENSION FUNDS ACT, 1956 (CONTINUED)

5. We examined the fidelity guarantee and confirm that during the year fidelity cover was maintained incompliance with the rules of the fund, as disclosed in the trustees' report.

6 We examined housing loans granted to members where the fund granted collateral, and report that these loans were in compliance with the rules of the fund, as disclosed in the trustees' report.

KPMG Inc.Registered Accountants and AuditorsChartered Accountants (S.A.)

MSC House No. 1 Mediterranean Street Foreshore Cape Town

8001

Date:

21

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CAPE JOINT RETIREMENT FUNDReference Number: 12/8/32689/2

Schedules to the financial statements Annexure A to Schedule Ias at 30 June 2004

30 JUNE 2004 30 JUNE 2003 1. Membership Statistics (a) Active members 18,735 19,175

(b) Pensioners in receipt of regular payments 1,011 988 Resident 1,011 988

Non-resident - - 19,746 20,163

The active members statistics include 186 deferred members, but exclude 824 members who are pending transfer to other funds.

2. Immovable propertiesFair value at close of previous year

Fair value at close of current year

Net income during the year

Nature of property % Held Situated R'000 R'000 R'000

Seppie Greef building

(shops and offices) 44% Oudtshoorn 3,066 3,066 344 TOTAL IMMOVABLE PROPERTIES 3,066 3,066 TOTAL NET INCOME 344

22

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CAPE JOINT RETIREMENT FUNDReference Number: 12/8/32689/2

Schedules to the financial statementsas at 30 June 2004 (continued)

3. Shares in companies 30 JUNE 2004 30 JUNE 2003 No. of shares

Fair value

No. of shares

Fair value

(R'000) (R'000)

3.1 Ordinary shares

(a) Listed shares

ABSA GROUP LIMITED 1,498,191 76,408 959,475 33,716 AECI LIMITED 383,600 11,853 329,700 7,797 AFGRI LIMITED 1,790,386 10,921 1,790,386 7,520 AFLIFE 214,800 2,835 464,158 6,173 AFRICAN BANK INVESTMENTS LIMITED - - 901,800 5,591 AFRICAN OXYGEN LIMITED 234,313 4,159 266,213 3,935 AFRICAN RAINBOW MINERALS 195,000 6,630 163,472 11,198 AFROX HEALTHCARE LIMITED - - 10,309 108 ALEXANDER FORBES LIMITED 232,279 2,367 583,360 6,417 ALLIED ELECTRONICS 666,400 7,657 666,400 5,664 ALLIED TECHNOLOGIES - - 421,500 9,652 AMALGAMATED BEVERAGE INDUSTRIES 250,602 16,790 244,356 13,317 ANGLO AMERICAN PLC 1,512,693 192,263 1,337,794 155,037 ANGLO AMERICAN PLATINUM CORPORATION 112,891 22,212 57,238 13,537 ANGLOGOLD ASHANTI 17,000 3,442 - - ANGLOGOLD LIMITED 129,206 26,163 158,906 37,661 ANGLOVAAL INDUSTRIES LIMITED 1,215,533 22,001 1,681,550 25,644 ANGLOVAAL MINING LIMITED - - 195,000 7,800 APLITEC - - 1,334,541 5,338 ASPEN HEALTHCARE HOLDINGS LIMITED 1,059,077 13,450 1,059,077 8,208 ASTRAL FOODS LIMITED - - 196,558 3,540 ASTRAPAK 565,804 4,130 565,804 2,292 AVENG LTD 1,103,315 8,165 361,961 3,185 AVGOLD LIMITED - - 2,044,692 15,642 BARNARD JACOBS MELLET HOLDINGS 1,905,612 4,192 1,521,200 3,210 BARLOWORLD LIMITED 429,926 28,655 145,241 7,807 BIDBEE LIMITED 101,345 3,775 - - BIDVEST GROUP 872,014 45,781 652,505 28,058 BHP BILLITON PLC 1,755,394 94,475 1,031,928 41,060 BUSINESS CONNECTION 441,800 1,546 - - BVT C 40,534 235 - - CAPITAL ALLIANCE HLD LTD 448,500 5,382 698,500 6,887 CAXTON & CTP PUBLISHERS LIMITED 2,010,909 16,489 1,980,609 11,785 COMAIR LIMITED 3,447,550 2,620 4,222,750 3,800 COMPAREX HOLDINGS LIMITED - - 441,800 2,695 CORONATION FUND MANAGERS 1,347,935 4,313 1,493,400 5,451 DATATEC LIMITED 517,246 5,276 523,391 3,559 DELTA ELECTRICAL INDUSTRIES 278,200 8,972 274,700 10,900 DIMENSION DATA HOLDINGS LIMITED PLC 312,170 1,105 3,969,094 10,518 DISCOVERY HOLDINGS LIMITED 782,602 10,041 824,172 4,547 DORBYL LIMITED 69,429 1,444 69,429 1,163 EDGARS CONSOLIDATED STORES - - 196,667 14,160 ELLERINE HOLDINGS LIMITED - - 178,300 4,012 FIRSTRAND LIMITED 11,408,164 116,249 7,632,439 58,312 FOSCHINI LIMITED 1,030,796 22,574 1,241,616 18,314 GENCOR LIMITED 474,203 62 474,203 52 GLOBAL RESORT SA (LISTED ON 09/09/2004) 51,807 17,565 - - GOLDFIELDS LIMITED 387,735 25,323 290,800 26,047 HARMONY GOLD MINING COMPANY 649,243 42,363 142,683 14,054 ILLOVO SUGAR 1,539,116 11,543 1,304,458 10,057 IMPERIAL HOLDINGS LIMITED 326,011 22,495 226,909 12,162 IMPALA PLATINUM HOLDINGS LIMITED 98,225 46,264 124,873 55,693 INVESTEC GROUP LIMITED 73,542 9,340 92,927 9,153 INVESTEC HOLDINGS LIMITED 64,584 8,008 54,514 5,370 TOTAL CARRIED FORWARD 987,536 757,799

23

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CAPE JOINT RETIREMENT FUNDReference Number: 12/8/32689/2

Schedules to the financial statementsas at 30 June 2004 (continued)

30 JUNE 2004 30 JUNE 2003 No. of shares

Fair value

No. of shares

Fair value

(R'000) (R'000)

TOTAL BROUGHT FORWARD 987,536 757,799 ISCOR LIMITED 186,068 7,182 350,065 5,601 JCI LIMITED 4,256,772 1,916 4,256,772 2,809 JCI LIMITED CONVERTIBLE DEBENTIRES 1,871 1,927 102,033 109 JD GROUP LIMITED 140,415 6,010 - - JOHNNIC HOLDINGS LIMITED 807,401 11,788 418,507 4,039 JOHNNIC COMMUNICATIONS 399,805 9,595 396,705 5,911 KAGISO MEDIA LIMITED 228,100 1,711 - - KERSAF INVESTMENTS LIMITED 529,029 21,426 562,529 16,386 KUMBA RESOURCES LIMITED 166,756 5,503 390,139 11,743 LIBERTY GROUP LTD 389,649 19,872 237,570 12,021 LIBERTY LIFE INTERNATIONAL HOLDINGS 253,600 21,835 125,270 9,771 LONMIN PLC 26,189 2,979 6,700 650 MASSMART HOLDINGS LIMITED 433,410 14,173 156,466 3,286 M-CELL LIMITED 179,185 5,107 95,098 1,548 MEDI-CLINIC 686,871 8,380 633,555 5,328 METRO CASH & CARRY 2,275,401 5,370 1,675,401 3,870 METROPOLITAN HOLDINGS LTD 1,165,199 8,506 - - MR PRICE GROUP LIMITED 226,300 1,833 180,000 990 MTN GROUP LIMITED 2,497,572 71,181 1,762,092 28,687 MURRAY & ROBERTS HOLDINGS LIMITED 406,619 5,305 626,830 6,958 NAMPAK LIMITED 1,904,951 27,717 1,754,461 21,577 NASPERS LIMITED -N 1,135,438 52,060 1,232,038 32,033 NEDCOR LIMITED 379,455 23,412 305,990 27,386 NETCARE 899,299 4,002 - - NETWORK HEALTHCARE HOLDINGS LIMITED 1,168,451 5,200 549,128 1,900 NEW AFRICA CAPITAL LIMITED - - 1,165,199 6,933 NEW CLICKS HOLDINGS LIMITED 1,837,123 13,595 1,178,723 6,554 NORTHAM PLATINUM 845,798 7,528 845,798 10,403 OLD MUTUAL PLC 3,365,362 39,206 4,211,552 46,538 PARAGON HOLDINGS LIMITED 3,092,529 1,886 3,077,729 1,416 PEPKOR LIMITED - - 320,154 1,889 PICK `N PAY HOLDINGS LIMITED -N- 1,175,440 9,298 905,640 5,515 PICK `N PAY STORES LIMITED 67,436 1,181 150,645 2,049 PRETORIA PORTLAND CEMENT 5,964 930 - - PRF SMA CO UPF 37,938,174 57,081 47,310,166 47,326 PRIMEDIA LIMITED 87,900 826 87,000 383 PRIMEDIA -N- ORD LIMITED 1,390,291 12,026 911,591 3,646 REBSERVE HOLDINGS LIMITED 601,603 4,512 821,303 5,503 REMGRO HOLDINGS 1,770,411 131,010 1,276,444 81,692 REUNERT LIMITED 62,245 1,513 179,440 3,194 RICHEMONT SECURITIES AG 3,780,415 61,281 4,253,215 52,825 RMB HOLDINGS LIMITED 1,215,940 19,637 1,096,605 11,679 SA BREWERIES PLC 1,584,025 126,564 1,177,479 59,875 SANLAM LIMITED 7,571,754 66,631 8,846,424 61,925 SANTAM LIMITED 147,800 7,117 147,800 5,321 SAPPI LIMITED 155,852 14,759 104,339 9,422 SASOL LIMITED 1,537,902 147,792 1,273,475 106,399 SHOPRITE HOLDINGS LIMITED 1,804,308 16,960 1,778,698 11,384 STANDARD BANK GROUP LIMITED 3,866,686 181,087 3,117,235 102,245 STEINHOFF INTERNATIONAL 732,139 6,113 990,282 6,536 SUN INTERNATIONAL 2,229,225 7,468 2,230,825 5,332 SUPER GROUP LIMITED 649,154 6,946 515,262 3,504 TOTAL CARRIED FORWARD 2,274,472 1,619,889

24

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CAPE JOINT RETIREMENT FUNDReference Number: 12/8/32689/2

Schedules to the financial statementsas at 30 June 2004 (continued)

30 JUNE 2004 30 JUNE 2003 No. of shares

Fair value

No. of shares

Fair value

(R'000) (R'000)

TOTAL BROUGHT FORWARD 2,274,472 1,619,889 TELKOM SA LIMITED 672,794 53,521 240,259 9,310 TIGER BRANDS LIMITED 852,777 75,044 853,143 56,649 TONGAAT-HULETT GROUP LIMITED - - 89,400 2,990 TRENCOR LIMITED 101,140 1,209 101,140 860 TRUWORTHS INTERNATIONAL LIMITED 682,883 6,904 619,727 4,524 UNITED SERVICE TECHNOLOGY - - 130,700 3,790 VENFIN 1,878,349 37,342 2,183,446 36,682 WESTERN AREAS LIMITED 483,208 11,620 429,518 15,570 WOOLTRU " N " ORDS 198,560 50 198,560 54 WOOLWORTHS HOLDINGS LIMITED 6,482,408 46,025 5,316,546 30,517

TOTAL MARKET VALUE OF LISTED SHARES 2,506,185 1,780,834

(b) Unlisted shares

NEW APLITEC PART TRUST 1,334,541 8,061 - - Cape Joint Properties (Pty) Ltd (50%) 50 - 50 - Verso Financial Services (Pty) Ltd (15%) 3,000 158 3,000 158 Sterling Alliance Financial Services (Pty) Ltd (10%) 1,000 1 1,000 1

8,220 159

Total Shares 2,514,405 1,780,993

25

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CAPE JOINT RETIREMENT FUNDReference Number: 12/8/32689/2

Schedules to the financial statementsas at 30 June 2004 (continued)

30 JUNE 2004 30 JUNE 2003Fair Value Fair Value

R’000 R’0004. Unit trust schemes

None

5. Loans

5.1 Loans to participating employer(s)

None

5.2 Loans (other)

None

6. Bills, bonds and securities Coupon Rate

6.1 Government or Provincial Administrations 9,0-13.5 627,884 488,641Development Bank of SA 15,0 6,206 12,113 Thekweni Fund 12,334 12,809 7,742 SA Roads Board 11,25-12,50 350 2,812 Land and Agricultural Bank of SA 11,00 - 2,502

647,248 513,809

6.2 Local Authorities(participating employers) 9,0-17,85 474 563

6.3 Public corporation

Eskom securities 8,0-11,0 6,482 8,871 Transnet 7,5-12,5 10,458 23,994 Telkom 10,0-13,0 5,443 37,464 Lesotho Highland Water 12,0-13,0 26,231 25,707 Rand Water 12,0 1,994 8,836 Denel Pty Ltd 12,80 12,204 3,741

62,813 108,612

6.4 Corporate

Harmony Gold Mine 13,0 4,511 3,870 Sasol 14,0 7,046 - Standard Promissory Notes 10,95 - 4,869 INCA 14,00 18,301 13,180 Imperial 11,00-12.75 10,463 6,996 Standard Bank of SA 11,25 4,649 2,899 Investec Promissory Notes 11,63 - 7,947 Daimler Chrysler SA 10,75 10,284 15,758 FNB Promissory Notes 10,49 - 4,786 FirstRand Promissory Notes 10,94 5,512 6,262 Nedbank Promissory Notes 10,20 - 5,715 ABSA Bank Limited callable notes 14,25 10,361 1,579 Private Mortgages - 5,637 2,211 Fresco / Lexpub 15 Investment Limited 10,50 934 428 Investec Bank 12,55 2,650 2,292 Eagle Bond Pty Ltd - 1,755 1,953 Fintech receivables 1 Pty Ltd - 1,658 2,997 Investec Private Mortgages Pty Ltd - - 2,656 Investec Limited 16,00 7,849 4,189 African Bank 11,75 3,053 - Autoloan - 2,300 - Anglogold Limited - 4,130 - RMB swap - 27,682 - Unilever 10,20 9,942 - Super Group 12,50 2,004 - Trans-Caledon 12,50 689 -

141,411 90,587

TOTAL BILLS, BONDS & SECURITIES(6) 851,946 713,571

26

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CAPE JOINT RETIREMENT FUNDReference Number: 12/8/32689/2

Schedules to the financial statementsas at 30 June 2004 (continued)

30 JUNE 2004 30 JUNE 2003Fair Value Fair Value

R’000 R’000

7. Deposits

7.1 Total deposits 236,118 487,133

7.2 Money on call 38,213 81,715

TOTAL DEPOSITS(7) 274,331 568,848

9. Derivative market instruments

9.1 OptionsEquity options 64 -

9.2 DerivativesSAFEX - -

64 -

TOTAL DERIVATIVE MARKET INSTRUMENTS (9) 64 -

27

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CAPE JOINT RETIREMENT FUNDReference Number: 12/8/32689/2

Schedules to the financial statementsas at 30 June 2004 (continued)

30 JUNE 2004 30 JUNE 2003 Fair Value Fair Value

R’000 R’000

10. Other investments in the Republic

None

11. International assets

Old Mutual – International Bond CH - 23,828 Old Mutual – Intalk Equity Units - 58,242 Old Mutual – Unitised direct property - 11,960 Old Mutual - F/Bairn Global Equity Fund - 36,052 Old Mutual - GBP Current Account 12,879 15,893 Old Mutual - Berm Global Equity 86,241 - Old Mutual - Global Bond Fund 11,527 - Old Mutual - Berm Gov Bond Fund 20,063 - Old Mutual - Absolute return fund - equities 30,232 - Old Mutual - Hedge Fund 30,816 - Orbis Optimal (US$) Fund 122,072 - Allan Gray - cash 49,720 - Insinger Off-Shore Equity - 67,043 Insinger Off-Shore Cash Fund - 3,045 State Street Global Advisors - 77,878

TOTAL INTERNATIONAL ASSETS (11) 363,549 293,941

Accrued interest (24,579) (32,664)Outstanding settlement debtors (8,414) (7,862)Outstanding settlement creditors 53,625 4,710

TOTAL INVESTMENTS 4,027,994 3,324,602

28

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CAPE JOINT RETIREMENT FUNDReference Number: 12/8/32689/2

Schedules to the financial statementsas at 30 June 2004 (continued)

12. List of participating employers

Western Cape Northern Cape Eastern Cape

Category A Category B Category A

City of Cape Town !Kheis Municipality Nelson Mandela Metropolitan Municipality

Alfred Nzo District Municipality

Category B Dikgatlong Municipality Category B

Beaufort West Municipality Emthanjeni Municipality Alfred Nzo Municipality

Bergrivier Municipality Gamagara Municipality Amahlathi Municipality

Breede Vallei Municipality Ga-segonyana Municipality Baviaans Municipality

Breërivier/Wynland Municipality Greater Taung Municipality Blue Crane Route Municipality

Cape Agulhas Municipality Hantam Municipality Buffalo City Municipality

Cederberg Municipality Kai!Garib Municipality Camdeboo Municipality

Drakenstein Municipality Kamiesberg Municipality Elundini Municipality

George Municipality Kareeberg Municipality Emalahleni Minicipality

Kannaland Municipality Karoo Hoogland Municipality Gariep Municipality

Knysna Municipality Kgatelopele Municipality Great Kei Municipality

Laingsburg Municipality Khai-Ma Municipality Intsika Yethu Municipality

Langeberg Municipality Khara Hais Municipality Inxuba Yethemba Municipality

Matzikama Municipality Moshaweng Local Municipality Kouga Municipality

Mosselbay Municipality Nama-Khoi Municipality Kou-Kamma Municipality

Murraysburg Municipality Phokwane Municipality Lukhanji Municipality

Oudtshoorn Municipality Renosterberg Municipality Makana Municipality

Overstrand Municipality Richtersveld Municipality Malethswai Municipality

Plettenberg Bay Municipality Siyancuma Municipality Mnquma Municipality

Prince Albert Municipality Siyathemba Municipality Moshaweng Local Municipality

Saldanha Bay Municipality Sol Plaatjies Municipality Ndlambe Municipality

Stellenbosch Municipality Thembelihle Municipality Nkonkobe Municipality

Swartland Municipality Tsantsabane Municipality Nxuba Municipality

Swellendam Municipality Ubuntu Municipality Sakhisizwe Municipality

Theewaterskloof Municipality Umsobomvu Municipality Senqu Municipality

Witzenberg Municipality Warrenton Municipality Sunday River Valley Municipality

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Tsolwana Municipality

Category C Category C Umtata Municipality

Boland District Municipality Frances Baard District Municipality

Central Karoo District Municipality Karoo District Municipality Category C

Eden District Municipality Kgalagadi District Municipality Amatole District Municipality

Overberg District Municipality Namakwa District Municipality Cacadu District Municipality

West Coast District Municipality Siyanda District Municipality Chris Hani District Munucipality

Ukhahlamba District Municipality

29

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CAPE JOINT RETIREMENT FUNDReference Number: 12/8/32689/2

Schedules to the financial statementsas at 30 June 2004 (continued)

12. List of participating employers

Hospitals North Western Cape

Aberdeen Prov Onderst Hosp Category B

B.J. Vorster Onderst Hosp Naledi Municipality

Booth Memorial Hospital

Dordrecht Prov Onderst Hosp Category C

Lady Grey Prov Onderst Hosp Bophirima District Municipality

Maclear Prov Onderst Hosp

Prins Albert Prov Onderst Hosp

Radie Kotze Prov Onderst Hosp

Regina Prov Onderst Hosp

Sarah Fox Children's Hospital

St. Josephs Home for Cronic Invalid

Stutterheim Prov Aided Hosp

Uniondale Prov Onderst Prov

Willowmore-Hosp

Medical Aid Fund

Local Authority Medical Aid Fund

30

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CAPE JOINT RETIREMENT FUNDReference Number: 12/8/32689/2

Annexure B to Schedule Ifor the year ended 30 June 2004

R'000 R'000 A. Total assets of the fund as per Statement of Funds and Net Assets 4 103 048 B. Less: Non-investment items of Statement of Funds and Net Assets 79 290 2.1 Fixed assets 0 2.2 Current assets (excluding cash at bank) 79 290

Subtotal (A - B) 4 023 758 C. Less: Value of units in unit trust schemes and insurance policies excluded from fair value: 0

- Units in unit trust schemes 0- Insurance policies 0

Value of corresponding assets as per Statement of Funds and Net Assets 4 023 758 D. Fair value of assets for purposes of Column 2 of Annexure 4 023 758

to Schedule I for item 1. Fair value corresponding to book value of sub-total A-B(Schedule H, Item 3 + Cash at bank)

Item 1 of Annexure B before taking policies of insurance and unitsapproved unit trust schemes into account:

CATEGORIES OR KINDS OF ASSETS % FAIR % OF FAIR VALUE VALUE

1.(a) Deposits and balances in current and savings accounts with a bank or a mutual bank, including negotiable deposits and money market instruments in terms of which such bank or mutual bank is liable, paid-up shares of a mutual bank, or deposits and savings accounts with the Post Office Savings Bank and margin deposits with Safex: 100% 290,729 7.23% (i) Per bank 20% 290,729 7.23% (ii) Per mutual bank 20% 0 0.00% (iii) Post Office Savings Bank 20% 0 0.00% (iv) SAFEX 5% 0 0.00%

(b) Deposits and balances in current and savings accounts with a bank outside the Republic including negotiabledeposits and money instruments in terms of which sucha bank is liable 15% 62,599 1.56%

100% 353,329 8.79%

Less: Excluded units in unit trust schemes and insurance policies 0 (i) Fair value of units in a unit trust scheme included in total assets to be excluded in terms of subregulation (2)(a)(i) of regulation 28 0

(ii) Fair value of insurance policies included in total assetsto be excluded in terms of subregulations (2)(a)(ii) and(3) of regulation 28 0

Fair value of assets for purpose of column 2 of Annexure to Schedule I 4 023 758

(Corresponding to book value of A-B-C)

31

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CAPE JOINT RETIREMENT FUNDReference Number: 12/8/32689/2

Annexure B to Schedule Ifor the year ended 30 June 2004 (continued)

Annexure B of Schedule I after deducting investments in insurance policies and approved unit trust schemes FAIR % OF % VALUE FAIR CATEGORIES OR KINDS OF ASSETS R'000 VALUE

1. Deposits in banks or mutual banks, Post Office Savings Bank

and SAFEX (aforementioned items 1(a) and (b)): 100% 353,329 8.79%

2. Krugerrands 10% 0 0.00%

3. Bills, bonds and securities issued or guaranteed by loans to or guaranteed by: 100% 94,403 2.35%

(a) Inside the Republic - 62,813 1.56%

(i) Local authorities authorised by law to levy rates upon immovable property: 100% 0 0.00%

- Per local authority 20% 0 0.00%(ii) Development boards established by section 4 of the

Black Communities Development Act,1984 (Act No. 4 of 1984) 20% 0 0.00%

(iii) Rand Water Board 20% 0 0.00%(iv) Eskom 20% 0 0.00%(v) Land and Agricultural Bank of South Africa 20% 0 0.00%(vi) Local Authorities Loans Fund Board 20% 0 0.00%

(b) territories outside the Republic -Bills, bonds and securities issued or guaranteed by theforeign Government concerned 15% 31,590 0.79%

4. Bills, bonds and securities issued by and loans to an institution in the Republic, which bills, bonds, securities and loans the Registrar approved in terms of section 19(1)(h) of the Act before the deletion of that section by section 8(a) of Act No. 53 of 1989, and also bills, bonds and securities issued by and loans to an institution in the Republic, which institution the Registrar likewise approved before such deletion: 100% 141,411 3.51%

- Per institution 20% 0 0.00% 5. Bills, bonds and securities issued by the government of or by a local authority in a territory other than the Republic, which territory the Registrar approved in terms of section 19(1)(i) of the Act before the deletion of that section by section 8(a) of Act No. 53 of 1989, and also bills, bonds and securities issued by an institution in such an approved territory, which institution the Registrar likewise approved before such deletion: 100% 0 0.00%

- Per authority 20% 0 0.00% Subtotal carried forward 589,142 14.66%

32

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CAPE JOINT RETIREMENT FUNDReference Number: 12/8/32689/2

Annexure B to Schedule Ifor the year ended 30 June 2004 (continued)

FAIR % OF % VALUE FAIR

CATEGORIES OR KINDS OF ASSETS R'000 VALUE

Subtotal brought forward 589,142 14.66%

6. Immovable property and claims secured by mortgage

bonds thereon. Units in unit trust schemes in propertyshares, and shares in, loans to and debentures, both convertible and non-convertible, of property companies: 25% 3,066 0.08%These investments are subject to the following limitations:

(a) Inside the Republic - 25% 3,066 0.08%Per any single property or property development project 5% 0 0.00%

(b) Outside the Republic - 10% 0 0.00%Per any single property or property development project 5% 0 0.00%

7. Preference and ordinary shares in companies excluding shares in property companies. Convertible debentures, whether voluntarily or compulsorily convertible and units in equity unit trust schemes which objective is to invest their assets mainly in shares. Subject to the following limitations: 75% 2,783,829 69.18%

(a) Inside the Republic - 75% 2,514,469 62.49%Preference and ordinary shares in companies, convertibledebentures whether voluntarily or compulsorily convertible

(i) Unlisted shares, unlisted convertible debentures, shares and convertible debentures listed in theDevelopment Capital Sector of the JSE 5% 0 0.00%

(ii) Shares and convertible debentures listed on the JSE, other than the Development Capital Sector: 75% 0 0.00%(aa) Companies with a market capitalisation

of R2 000 million or less 75% 0 0.00%- per company 10% 0 0.00%

(bb) Companies with a market capitalisation of more than R2 000 million 75% 0 0.00%- per company 15% 0 0.00%

(b) territories outside the Republic - 15% 269,360 6.69%Preference and ordinary shares in companies, convertibledebentures, whether voluntarily or compulsorily convertible(i) Unlisted shares and convertible debentures 2.5% 0 0.00%(ii) Shares and convertible debentures listed on any

recognised foreign exchange 15% 0 0.00%(aa) Companies with a market capitalisation

of R2 000 million or less 15% 0 0.00%- per company 10% 0 0.00%

(bb) Companies with a market capitalisation of more than R2 000 million 15% 0 0.00%- per company 15% 0 0.00%

(c) Inside the Republic -Units in equity unit trust schemes which objectiveis to invest their assets mainly in shares 75% 0 0.00%

(d) territories outside the Republic -Units in equity unit trust schemes which objectiveis to invest their assets mainly in shares 15% 0 0.00%

Subtotal carried forward 3,376,036 83.92%

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CAPE JOINT RETIREMENT FUNDReference Number: 12/8/32689/2

Annexure B to Schedule Ifor the year ended 30 June 2004 (continued)

FAIR % OF % VALUE FAIR CATEGORIES OR KINDS OF ASSETS R'000 VALUE

Subtotal brought forward 3,376,036 83.92%

8. Listed and unlisted debentures, units in a unit trust schemes with the objective to invest in income generating securities and any secured claim against individuals and companies: 25% 0 0.00%These investments are subject to the following limitations:

(a) Inside the Republic - 25% 0 0.00%(i) claims against residents 25% 0 0.00%

- claim per any one individual resident 0.25% 0 0.00%(ii) claims against companies 25% 0 0.00%

- claim per any one company 5% 0 0.00%

(b) territories outside the Republic - 15% 0 0.00%(i) claims against residents 15% 0 0.00%

- claim per any one individual resident 0.25% 0 0.00%(ii) claims against companies 15% 0 0.00%

- claim per any one company 5% 0 0.00%

9. Investments in the business of a participating employer insidethe Republic in terms of - 474 0.01%

(a) the provisions of section 19(4) of the Act 5% 474 0.01%(b) the exemptions granted in terms of section 19(4A) of the Act 10% 0 0.00%

10. Any other assets not referred to in this Annexure, 2.5% 0 0.00% excluding: (a) money in hand in the Republic 95% 0 0.00% (b) loans granted to members in accordance with - 95% 0 0.00% (i) the provisions of section 19(5) of the Act 0 0.00% (ii) exemptions granted in terms of section (19)(6)(a) of the Act 0 0.00% Limitations for investments in items 6 - 9 and items 10(a) and (b) 95% 2,787,369 69.27% (c) bills, bonds or securities issued or guaranteed by the Government of the Republic or by a provincial administration 100% 647,248 16.09% (d) units in a unit trust scheme as defined in the Unit Trust

Control Act, 1981, the underlying assets of which consist onlyof - 100% 0 0.00%(i) assets referred to in paragraph (i), (ii) and (iii) of item 1(a)

of this Annexure; 100% 0 0.00%(ii) assets referred to in paragraph (c) of item 10 of this

Annexure; or 100% 0 0.00%(iii) assets referred to in items 3, 4 and 5 of this Anexure 100% 0 0.00%

Total (equal to the fair value of assets) 100% 4,023,758 100.00%

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Page 37: CAPE JOINT RETIREMENT FUND REGISTRATION NUMBER… Fund.pdf · CAPE JOINT RETIREMENT FUND Schedule D Reference Number: 12/8/32689/2 Report of the independent auditors To the trustees

CAPE JOINT RETIREMENT FUNDReference Number: 12/8/32689/2

Annexure B to Schedule Ifor the year ended 30 June 2004 (continued)

% OF FAIR FAIR VALUE % VALUE OF ASSETS CATEGORIES OR KINDS OF ASSETS

INVESTMENTS OUTSIDE THE REPUBLIC:

(a) Deposits with banks outside the Republic 15% 1.56% 62,599

(b) Bills, bonds and securities issued by a Government outsidethe Republic 15% 0.79% 31,590

(c) Immovable property, units in unit trust schemes in property shares, shares in, loans to and debentures of propertycompanies, claims secured by mortgage bonds onimmovable property outside the Republic 10% 0.00% 0

(d) Preference and ordinary shares in companies, convertibledebentures outside the Republic 15% 6.69% 269,360

(e) Units in equity unit trust schemes outside the Republic 15% 0.00% 0

(f) Debentures and other secured claims against individualsand companies and units in income unit trust schemesoutside the Republic 15% 0.00% 0

Total 15% 9.04% 363,549(Limited to 15% of fair value of assets in Annexure)

NOTES

1 Credit balance in current accounts must be included in item 1.

2 If the investments exceed the limit perinstitution/company/individual and no exemption has beenobtained, the details below must be completed for eachinstitution/company/individual in each category of assets.

Investments in institution/company/individualInstitution/Company/Individual item % of FV Fair Value

3 Blocked figures must be excluded in the computation of the totals.

Exemptions granted by the Registrar

Item Maximum % Date of letter Expiry Date

None

35

Page 38: CAPE JOINT RETIREMENT FUND REGISTRATION NUMBER… Fund.pdf · CAPE JOINT RETIREMENT FUND Schedule D Reference Number: 12/8/32689/2 Report of the independent auditors To the trustees

CAPE JOINT RETIREMENT FUNDReference Number: 12/8/32689/2

SPECIAL REPORT BY THE INDEPENDENT AUDITORS OF THE CAPE JOINT

RETIREMENT FUND TO THE REGISTRAR OF PENSION FUNDS

We have audited Annexure B to Schedule I, which was completed by the Cape Joint Retirement Fund, in terms of Regulation 28, relating to the year ended 30 June 2004. We have initialled the annexure for identification purposes. The annexure is the responsibility of the trustees. Our responsibility is to report on the annexure. This report is furnished solely for the information of the Registrar of Pension Funds and should be used only for this purpose. Scope We conducted our audit in accordance with statements of South African Auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable assurance that the attached annexure is free of material misstatement. An audit includes: - examining, on a test basis, evidence supporting the amounts used in the calculation and an assessment of the reasonableness of significant estimates made by the Trustees, - a test of the mathematical accuracy of the calculations made, and - a review of the adherence by the fund to the provisions of Sections 19(4), 19(5) and 19(5B)(b) of the Pension Funds Act, 1956. We consider our auditing procedures to be appropriate in the circumstances to support our opinion presented below.

Audit Opinion

In our opinion the return fairly presents the actual percentage of the assets to the total assets of the fundin accordance with regulation 28 made under the Pension Funds Act, 1956.

KPMG Inc.Registered Accountants and AuditorsChartered Accountants (S.A.)MSC HouseNo. 1 Mediterranean StreetForeshoreCape Town8001

Date:

36