Durban Roodepoort Deep,
Limited
(Incorporated in the Republic of South Africa)
(Registration number 1895/000926/06)
NASDAQ trading symbol: DROOY
ARBN number: 086 277 616
Share code: DUR
ISIN: ZAE 0000015079
(“DRD” or “the company”)
For use only by DRD shareholders holding share certificates and Central
Securities Depository (“CSDPs”), nominee companies and
brokers' and other nominee companies on the sub-register of DRD and shareholders who
have dematerialised their share certificates and who have elected
own-name registration through a CSDP or broker at the annual general
meeting of shareholders of DRD to be held in the boardroom, 45 Empire
Road, Parktown, Johannesburg on Friday November 28, 2003 at 09:00
(South African time) (“the annual general meeting of shareholders”).
DRD shareholders who have already dematerialised their shares through
a CSDP or broker and who have not elected own-name registration in
the sub-register maintained by a CSDP and DRD shareholders who hold
certificated ordinary shares through a nominee must not complete this
form of proxy but must instruct their CSDP, broker or nominee to issue
them with the necessary authority to attend the annual general meeting
of shareholders or, if they do not wish to attend the annual general
meeting of shareholders, they may provide their CSDP, broker or nominee
with their voting instructions in terms of the custody agreement entered
into between them and their CSDP, broker or nominee.
I/we
(BLOCK LETTERS PLEASE)
of
Telephone work ( )
Telephone home ( )
being the holder(s) or custodians of
shares, hereby appoint
(see note 1 below):
1. or failing him/her
2. or failing him/her
3. the chairman of the annual general meeting of shareholders,
as my/our proxy to attend and speak and vote on a show of hands
or on a poll for me/us and on my/our behalf at the annual general
meeting of shareholders to be held for the purpose of considering
and, if deemed fit, passing, with or without modification, the
resolutions to be proposed thereat and at each adjournment or
postponement thereof, and to vote for and/or against such resolutions
and/or abstain from voting in respect of the DRD shares registered
in my/our name as follows (see note 2 below):
Ordinary business
For
Against
Abstain
1.
To adopt the audited annual financial
statements for the twelve months ended June 30, 2003
2.
To re-appoint the auditors in accordance
with the company's Articles of Association
3.
A
To re-elect Mr MM Wellesley-Woodas a director of the
company
B
To re-elect Mr IL Murray as a director of the company
C
To re-elect Mr RP Hume as a director of the company
D
To re-elect Mr A Lubbe as an alternate director of the
company
E
To re-elect Mr DT van der Mescht as an alternate director
of the company
Special business
4.
Ordinary Resolution no 1
To place all unissued shares in the capital of the company under
the control of the directors as a general authority
5.
Ordinary Resolution no 2
To authorise the placement of all or some ordinary shares under
the control of the directors, to allot and issue such ordinary
shares for cash
6.
Ordinary Resolution no 3
To approve the allotment and issue of shares to any director
shares in terms of the Durban Roodepoort Deep (1996) Share Option
Scheme and Section 222(1)(a) of the Companies Act 1973
7.
Ordinary Resolution no 4
To approve the issue of shares to non-executive directors in
terms of the Durban Roodepoort Deep (1996) Share Option Scheme
and the Listing Rules of the Australian Stock Exchange
8.
Special Resolution no 1
To approve and ratify the allotment and issue of employee share
options to non-executive directors in terms of Section 223of
the Companies Act 1973
9.
Special Resolution no 2
To authorise the directors to allot and issue new ordinary shares
in terms of Section 82(1) of the Companies Act, 1973.
10.
Special Resolution no 3
To ratify the allotment and issue of certain ordinary shares
during the preceding year to comply with the requirements of
Section 82(1) of the Companies Act, 1973.
11.
Special Resolution no 4
To authorise the directors to approve the repurchase by the
company or its subsidiaries of its own shares subject to the
provisions of the Companies Act, 1973 and the listing requirements
of the JSE.
And generally to act as my/our proxy at the said
annual general meeting of shareholders. (Tick whichever is applicable.
If no directions are given, the proxy holder will be entitled
to vote or to abstain from voting, as that proxy holder deems
fit – see notes overleaf.
Signed at
on
2003
Signature
Assisted by (where applicable)
Each member is entitled to appoint one or more proxies (who
need not be a member of DRD) to attend, speak and vote in place
of that member at the annual general meeting of shareholders.
Unless otherwise instructed, my proxy may vote as he/she thinks
fit. Please read the notes below.
