Notice is hereby given that the 13th annual general meeting of members of Barnard Jacobs Mellet Holdings Limited will be held at Barnard Jacobs Mellet House, Illovo Corner, 24 Fricker Road, Illovo, at 14:00 on 28 July 2010 for the following purposes:

1. To receive, consider and adopt the annual financial statements of the Group and the Company for the year ended 31 March 2010, together with the report of the auditors and directors.

2. To authorise the Board to appoint KPMG Inc and in particular NKS Malaba as auditors of the Company.

3. To authorise the Board to approve the auditors' remuneration.

4. To re-elect the retiring directors of the Company. The retiring directors are JA Bester and AR Martin. The following retiring directors, being eligible, offer themselves for re-election: JA Bester and AR Martin. Abridged CVs of these directors appear on page 4 of the annual report of which this notice forms part ("this annual report").

5. To confirm the following directors as members of the Audit and Risk Committee:

• AR Martin (Chairman)

• HSC Bester

• T Seopa

Abridged CVs of these directors appear on page 4 of the annual report of which this notice forms part ("this annual report").

6. To approve the basis of remuneration to be paid to directors of the Company for the 2011 financial year.

Non-executive directors are paid as follows:

• Retainer R84 000 pa

• Meeting attendance fee per meeting R14 000

In addition to the above fees, directors will also receive the following retainers:

• Sub-committee member R28 000 pa

• Chairman of sub-committee R56 000 pa

• Chairman of the Board R144 000 pa

7. To consider and, if deemed fit, to pass with or without modification, the following resolutions:

7.1 ORDINARY RESOLUTION NUMBER 1

"Resolved that in terms of the Listings Requirements of the JSE Limited and subject to the requirements of section 90 of the Companies Act, No 61 of 1973, as amended, the directors be given a renewed authority to make general payments on a pro rata basis to shareholders subject to the following conditions:

• that this authority to make general payments to shareholders be valid until the Company's next annual general meeting or for 15 months from the date of the resolution, whichever period is shorter;

• that any general payment(s) may not exceed 10% of the Company's issued share capital, including reserves but excluding minority interest, and revaluations of assets and intangible assets that are not supported by a valuation by an independent professional expert acceptable to the JSE Limited prepared within the last six months, in any one financial year, measured as at the beginning of such financial year; and

• an announcement be published containing the terms of payment, the date of the general meeting at which the authority was obtained, the date on which payment is to be made and the effect of the payment on the Company's earnings, headline earnings, net asset value and tangible net asset value per share. The directors are of the opinion that after considering the effect of the maximum general repayment permitted and for a period of 12 months after the date of this notice of annual general meeting:

• the Company and the Group will be able, in the ordinary course of business, to pay its debts;

• the assets of the Company and the Group will be in excess of the liabilities of the Company and the Group, the assets and liabilities being recognised and measured in accordance with the accounting policies used in the latest audited annual Group financial statements;

• the working capital of the Company and the Group will be adequate for ordinary business purposes; and

• the share capital and reserves of the Company and the Group are adequate for ordinary business purposes."

The purpose of this general authority is to enable the directors to return excess cash resources to shareholders.

7.2 SPECIAL RESOLUTION NUMBER 1

"Resolved, as a special resolution, that the mandate given to the Company (or one of its wholly owned subsidiaries) providing authorisation, by way of general approval, to acquire the Company's own securities, upon such terms and conditions and in such amounts as the directors may from time to time decide, but subject to the provisions of the Companies Act, No 61 of 1973, as amended ("the Act") and the Listings Requirements of the JSE Limited ("JSE") be extended, subject to the following terms and conditions:

• any repurchase of securities must be effected through the order book operated by the JSE trading system and done without any prior understanding or arrangement between the Company and the counterparty;

• at any point in time, the Company may only appoint one agent to effect any repurchase;

• this general authority shall be valid until the Company's next annual general meeting, provided that it shall not extend beyond 15 months from the date of passing of this special resolution (whichever period is shorter);

• an announcement shall be published as soon as the Company has cumulatively purchased 3% of the initial number (the number of that class of share in issue at the time the general authority is granted) of the relevant class of securities and for each 3% in aggregate of the initial number of the class acquired thereafter, containing full details of such purchases;

• repurchase by the Company in aggregate in any one financial year may not exceed 20% of the Company's issued share capital as at the date of passing of this special resolution or 10% of the Company's issued share capital in the case of an acquisition of shares in the Company by a subsidiary of the Company;

• repurchases may not be made at a price greater than 10% above the weighted average of the market value of the securities for the five business days immediately preceding the date on which the transaction was effected;

• repurchases may not be undertaken by the Company or one of its wholly owned subsidiaries during a prohibited period unless the Company has a repurchase programme in place where the dates and quantities of securities to be traded during the relevant period are fixed and full details of the programme have been announced over SENS prior to the commencement of the prohibited period;

• the Company may not enter the market to proceed with the repurchase of its shares until the Company's sponsor has confirmed the adequacy of the Company's working capital for the purpose of undertaking a repurchase of shares in writing to the JSE Limited. The directors are of the opinion that, after considering the effect of the maximum repurchase permitted and for a period of 12 months after the date of this annual general meeting:

• the Company and the Group will be able, in the ordinary course of business, to pay its debts;

• the assets of the Company and the Group will be in excess of the liabilities of the Company and the Group, the assets and liabilities being recognised and measured in accordance with the accounting policies used in the latest audited annual Group financial statements;

• the working capital of the Company and the Group will be adequate for ordinary business purposes; and

• the share capital and reserves are adequate for the ordinary business purposes of the Company and the Group."

The effect of the special resolution and the reason therefore is to extend the general authority given to the directors in terms of the Act and the Listings Requirements of the JSE Limited for the acquisition by the Company of its own securities, which authority shall be used at the directors' discretion during the course of the period so authorised.

In terms of the Listings Requirements of the JSE Limited, the following disclosures are required with reference to special resolution number 1, some of which are set out elsewhere in this annual report:

• Directors and management – refer page 7

• Major shareholders of the Company – refer page 74

• Directors' interests in the Company's securities – refer page 7

• Share capital – refer page 56

Litigation statement

The directors of the Company, whose names are given on page 7 of this annual report, are not aware of any legal or arbitration proceedings, pending or threatened against the Group, which may have or have had, in the 12 months preceding the date of this notice, a material effect on the Group's financial position.

Directors' responsibility statement

The directors, whose names are given on page 7 of this annual report, collectively and individually accept responsibility for the accuracy of the information given and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that the annual report contains all the information required by law and the Listings Requirements of the JSE Limited.

Material change

Other than the facts and developments reported in this annual report, there has been no material change in the affairs, financial or trading position of the Group since the signature date of this annual report and the posting date hereof.

Voting and proxies

A member is entitled to attend and vote at the meeting or appoint a proxy to attend, vote and speak in his stead. A proxy need not be a member of the Company.

On a show of hands every shareholder present in person or by proxy and, if a member is a body corporate, its representative, shall have one vote and on a poll every shareholder present in person or proxy and, if the person is a body corporate, its representative, shall have one vote for every share held or represented.

A form of proxy is attached for completion by registered certificated shareholders and dematerialised shareholders with own-name registration who are unable to attend the annual general meeting in person, but who wish to be represented thereat. Forms of proxy must be completed and received by the Company Secretary at the registered office, by no later than 14:00 on 26 July 2010, being no less than 48 hours before the time of holding the annual general meeting. Registered certificated shareholders and dematerialised shareholders with own name registration who complete and lodge forms of proxy will nevertheless be entitled to attend and vote in person at the annual general meeting to the exclusion of their appointed proxy(ies) should such member wish to do so.

Dematerialised shareholders, other than those with own name registrations, must inform their CSDP or broker of their intention to attend the annual general meeting and obtain the necessary authorisation from their CSDP or broker to attend the annual general meeting or provide their CSDP or broker with their voting instructions should they not be able to attend the annual general meeting in person but wish to be represented thereat. This must be done in terms of the agreement entered into between the shareholder and the CSDP or broker concerned.

Certificated shareholders whose shares are held through a nominee or broker, must inform their nominee or broker of their intention to attend the annual general meeting and obtain the necessary Letter of Representation from their nominee or broker or provide their nominee or broker with their voting instructions should they not be able to attend the annual general meeting in person.