So we never hold back on our portions, our laughter, or our welcome. Nothing satisfies us more than pleasing you, our customer.

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1 O U R M I S S I O N S T A T E M E N T Y O U R E A L W A Y S W E L C O M E Food is our passion. Welcoming you our pleasure. And our greatest reward is presenting delicious meals. From our burgers and steaks to our pizzas and pasta, our food is made to fulfil. Big on quantity, big on aroma, and especially big on taste. And when it comes to entertaining, you are treated as family. We are your home from home! So Howzit!...Lekker! So we never hold back on our portions, our laughter, or our welcome. Nothing satisfies us more than pleasing you, our customer. This is our simple philosophy. We, the people of Spur.

2 C O N T E N T S

3 Chairman s Report 1-2 Financial Highlights 3-4 Directors Approval 5 Company Secretary s Certificate 5 Report of the Independent Auditors 6 Group Value Added Statement 7 Group Segment Report 8 Directors Report 9-15 Group Income Statement 16 Group Balance Sheet Statement of Changes in Group Equity 19 Group Cash Flow Statement 20 Notes to the Financial Statements Company Financial Statements Notes to the Company Financial Statements Notice of Annual General Meeting Financial Calendar 42

4 Allen Ambor Executive Chairman I am pleased to present, on behalf of the Executive Board and the Senior Management team, the results for the year ended June They are an extremely encouraging and satisfying set of results and I am sure shareholders will be pleased with the Group's performance. Spur has opened eight new outlets in South Africa during the past year. It is quality we seek to offer and in this instance our new stores are located in high volume shopping centres such as the Gateway, in Natal, which is performing extremely well. This store has a Panarottis trading next door which is also trading strongly. On the one hand, we are finding that shopping centre developers are giving our brands priority, while on the other hand, where developers have tried to impose a rental structure that is unattractive to us, we have relocated the store to a site in close proximity to the Centre. The East Rand Mall is an example where we have built a stand alone store adjacent to the Centre and have improved our volumes considerably. I am extremely confident that with the high standard of our management team, from Non-Executive through to Executive Board members, as well as all operating staff ( who are the backbone of our organisation ) and our marketing, training and IT divisions, our performance has not only been encouraging, but will continue to be so in the years ahead. Shareholders who have held our shares for a reasonable period of time will need no reminding that we are an intellectual property organisation. We can see the fruit of our restructuring, whereby management and staff were included in the management company which owns 15% of Spur Corporation. The fact that they are in a sense partners in the business, has the added benefit of creating an environment of motivation and dedication throughout all echelons of staff. On the marketing front, Spur has been particularly successful this year. We have had some excellent adult promotions which, in many cases, have featured new food items. An example of these is our steak and skewer special, where the offering has been a steak, accompanied by a skewer of riblets, chicken wings or mushrooms. With the advent of summer we will be doing a second promotion of this nature, with calamari and riblets, chicken schnitzel or steak, as we have discovered that the market place has a "great appetite" for our combo meals. As a result of these innovations, some of the items have been added to our permanent menu. In addition to main meal items, we are about to launch a range of innovative, extremely tasty desserts, which we are confident will increase our customer spend per head and engender continued loyalty to our brand in terms of wanting to taste the combination of offerings which are available under one roof. Spur is proud of the fact that over the past number of years we have grown our brand to be the dominant player in the family sit down serviced restaurant industry. We make certain that in this market our quality is of the highest standard, as is our value for money. It is for this reason we believe that we have increased our market share substantially. This factor, together with our effective marketing and high quality adult and kids promotional offerings, has enabled us to build greater customer loyalty and brand approval. When addressing issues of branding, it is pertinent to mention that when publications such as the Sunday Times do brand research, they tend to group us with fast food establishments. This is of course erroneous, as we do not regard ourselves as a fast food organisation, although, we are more than capable of providing a swift meal for our customers. Our 'howzit' 1

5 C H A I R M A N S R E P O R T advertising campaign generates the warmth and friendly welcome that Spur embodies, not to mention the fact that 'howzit' is the favourite greeting across the entire spectrum of the economically empowered population of South Africa. We have recently formed a partnership with the soccer magazine 'Supa Strikers', which is available monthly through the Sunday Times. This magazine has recently increased its circulation by upwards of copies. We regard this publication as an ideal medium to reach the group of South Africans which is becoming more and more economically assertive in terms of where South African spend is being directed. We are delighted to be one of six non-competing partners who will be the only brand holders within this publication. Our international expansion is proceeding slowly but surely. We are particularly gratified with the reception that our brand has been accorded in Ireland and our newest store in England, which is located in Staines, South West London, not far from Heathrow Airport. Our first franchised store in the United Kingdom will be opening in Basingstoke, South London, at about the time that our annual report is circulated and we look forward to further positive response from the market place in that region. In Australia, we have opened a store in Bathurst during the past financial year and will be opening an outlet in Mingara within the next few months. We are hopeful that we will open three new stores in Africa this year, in Malawi, Mozambique and Botswana, with others in the pipeline to follow. Finally, with regard to Spur, I think it is important to emphasise that although the media has, for a considerable period of time, been musing over when we are likely to saturate the market in South Africa, we firmly believe that there are still numerous opportunities open to us, not only through the opening of new outlets, but also through the revamping or relocating of existing outlets, which inevitably increases customer volumes. Panarottis has been the focus of a substantial marketing campaign this year. The introduction of a new kids club, unique viewfinder menus for children, and the most exiting of all, our 'Dunk - A - Crust' concept, which is certainly unique in the southern hemisphere. This offers a choice of four sauces to be eaten with pizza. Once a pizza has been consumed, there are always crusts left over and these sauces, which are excellent high quality products, manufactured in our central kitchens, offer customers the opportunity to 'dunk' the crusts in the sauce and consume them with relish. Our pizzas and pastas have gained substantial nationwide acceptance and our kids doughman-shaped pizza has also been a huge success. We look forward to Panarottis growing steadily under the guidance of our highly focused management team, led by Kevin Robertson, our Panarottis Managing Director. In conclusion, I wish to state that I believe we have an excellent complimentary mix of skills throughout our management structure and indeed all echelons of staff. Accordingly, I look forward to further strong trading in the months and years that lie ahead. I wish to thank management and staff at all levels for their energetic and considerable efforts. ALLEN AMBOR Executive Chairman 2

6 F I N A N C I A L H I G H L I G H T S Change R'000 R'000 % Net profit before tax * As a percentage of revenue 35% 32% Net profit after tax * As a percentage of revenue 28% 25% Working capital Inventory Loans receivable Trade and other receivables Trade and other payables STATISTICS PER SHARE (cents) Headline earnings Fully diluted headline earnings Distributions Distribution cover (times) Market price - 30 June Price range - high low Earnings yield (%) Distribution yield (%) * Excludes exceptional items 3

7 STORE TURNOVERS HEADLINE EARNINGS (R000 s) m i l l i o n s NET PROFIT BEFORE TAX AS A PERCENTAGE OF REVENUE NET PROFIT AFTER TAX AS A PERCENTAGE OF REVENUE 35% 29% 32% 28% 25% 21%

8 D I R E C T O R S A P P R O V A L D I R E C T O R S A P P R O V A L The annual financial statements and Group annual financial statements of Spur Corporation Limited, set out on pages 8 to 37, which have been prepared in accordance with South African Statements of Generally Accepted Accounting Practice, were approved by the Board of Directors on 18 October 2002 and are signed on its behalf by: Allen Ambor Executive Chairman Pierre van Tonder Managing Director Dean Hyde Financial Director Company Secretary s Certificate I certify that Spur Corporation Limited has lodged with the Registrar of Companies all returns as required in terms of section 268G(d) of the Companies Act, 1973, as amended, and such returns are true, correct and up to date. Dean Hyde Secretary 18 October

9 REPORT OF THE INDEPENDENT AUDITORS To the members of SPUR CORPORATION LIMITED We have audited the annual financial statements and Group annual financial statements of Spur Corporation Limited and subsidiaries for the year ended 30 June 2002 as set out on pages 8 to 37. These financial statements are the responsibility of the Company's Directors. Our responsibility is to express an opinion on these financial statements based on our audit. 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 financial statements 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 management, 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 financial position of the Company and the Group at 30 June 2002 and the results of their operations and cash flows for the year then ended in accordance with South African Statements of Generally Accepted Accounting Practice, and in the manner required by the South African Companies Act. Arthur Andersen & Co Registered Accountants and Auditors Chartered Accountants (SA) Cape Town 18 October

10 GROUP VALUE ADDED STATEMENT for the year ended 30 June R 000 % R 000 % WEALTH CREATED Group revenue Cost of inventory, sales and services (78 766) (69 139) Other income Net value added WEALTH DISTRIBUTION Employees Salaries, wages and related benefits Providers of capital Interest paid Government taxes Normal taxation Retained for future growth Depreciation Retained income Retained for future growth Employees Government taxes Providers of capital 50.3% 35.8% 13.4% 0.5% The Value Added Statement shows the wealth that the Group has created through its operations as well as the distribution thereof. 7

11 G R O U P S E G M E N T R E P O R T as at 30 June BUSINESS SEGMENT DATA R 000 % R 000 % REVENUE Sale of goods Franchise - Spur Franchise - Panarottis Group revenue TOTAL ASSETS Sale of goods Franchise - Spur Franchise - Panarottis Advertising - Spur Advertising - Panarottis Group assets PROFIT BEFORE TAXATION Sale of goods Franchise - Spur Franchise - Panarottis Group profit before taxation* TOTAL LIABILITIES Sale of goods Franchise - Spur Franchise - Panarottis Advertising - Spur Advertising - Panarottis Group liabilities * Excludes exceptional items GEOGRAPHICAL SEGMENT DATA 2002 Other South African Africa Countries International Total R'000 R'000 R'000 R'000 Group revenue Group assets Group revenue Group assets

12 Allen Ambor (Age 61) EXECUTIVE CHAIRMAN Pierre van Tonder (Age 43) MANAGING DIRECTOR INTRODUCTION I am pleased to report that over the past 12 months, we have continued to experience buoyant trading conditions at store level, which has enabled us to grow our existing base substantially. The strategies and disciplines applied in all divisions of the Group, including Operations, IT, Training, Human Resources, Value-added Products and Marketing, have been instrumental in ensuring another successful trading year. We have pleasure in detailing hereunder an overview of the various divisions within the Spur Group. D I R E C T O R S R E P O R T team with regard to revamps and relocations has borne the necessary fruit and will provide a solid platform for growth in the new financial year. The disciplines in terms of strategy, localised marketing and the management of our intellectual property has again delivered solid growth in all regions, and these will be reinforced by management in the year ahead. SPUR - INTERNATIONAL United Kingdom and Europe SPUR - SOUTH AFRICA This is the core area of our business and during the year under review, our South African Franchising division achieved a 14% growth in turnover. A total of 8 new outlets were opened, a further 5 stores were relocated to better trading sites, whilst 20 outlets were revamped to Spur's latest specifications. The number of Spur Steak Ranch outlets trading in South Africa now stands at 184. The ongoing revamp process has been a key factor in substantially increasing the Group's market share over the past few years. The reinvestment by our Franchisees and the efforts of our development During the past financial year we opened 2 new stores under the Spur Europe "umbrella", namely the Navajo Spur in Limerick, Ireland, and the Arapaho Spur in Staines, South West London. These 2 stores, together with the Iowa Spur in Dublin, make up the complement of 3 stores initially envisaged in terms of the joint venture investment needed to establish the intellectual property base for Spur Europe.The new financial year will see the opening of our first franchised outlet in Basingstoke, South London. Trading patterns in all stores have been encouraging and we look forward to solid growth in the United Kingdom and Europe. 9

13 Australia Our existing stores, being the Silver Spur Steak Ranch and the Panarottis, both in Penrith, are trading well and have shown good cash flow profits for the year. We have also opened the Cougar Spur Steak Ranch in Bathurst, with our partners, the Penrith Panthers. Furthermore, we have concluded the lease for the opening of a Panarottis in Mingara in the year ahead. The Penrith Panthers are committed to increasing their investment in both Spur and Panarottis outlets and we have quite a few developments in the pipeline that are in the process of being finalised. From Spur International's perspective, Australia increased its contribution to the overall performance of this division. Africa This region continues to provide strong revenue returns, and although the past year has not produced any substantial growth in terms of store openings, some exciting opportunities are on the drawing board for the new financial year. A number of outlets that have been in the planning stage for quite some time have now been finalised and we expect to grow our presence in Africa in the year ahead. With the new stores planned, Africa should be a significant contributor to future growth. D I R E C T O R S Dean Hyde (Age 35) FINANCIAL DIRECTOR William Rule (Age 52) NON - EXECUTIVE Phillip Joffe (Age 52) DIRECTOR John Rabb (Age 59) NON-EXECUTIVE DIRECTOR DIRECTOR Kevin Robertson (Age 36) DIRECTOR Keith Getz (Age 46) NON - EXECUTIVE DIRECTOR Mark Farrelly (Age 39) DIRECTOR Keith Madders (Age 54) NON - EXECUTIVE DIRECTOR British 10

14 PANAROTTIS The Panarottis division has undergone a period of consolidation, with a large number of stores having been revamped in order to enhance the brand's competitiveness in the market place. We believe that the re-designed model, both in terms of set-up costs and cash flows, will afford us the opportunity to expand more rapidly in future. During the year 10 revamps were completed and this process will be continued in the year ahead. The list of stores scheduled to open in the coming months looks encouraging and we believe that with the support of the new marketing initiatives, as well as the strength of the management team, under the guidance of Kevin Robertson, this division has strong potential for the year ahead. INFORMATION TECHNOLOGY and thereby develop a database of store information. This will assist us to develop strategies in respect of our consumers as well as areas such as the monitoring and development of our Kids Club. The highlight of this financial year was the launch of our Spurbuddies.co.za website in February Having done extensive research into the world's top websites, we are confident that ours ranks with the best. We are also proud of the fact that the Spur Buddies website is the first to offer a free service to its members. Our objective is to increase our membership numbers and use the site to keep Spur in the forefront of children's minds, as well as maximising the opportunity to communicate with them via . The Spur Extranet, which was successfully launched during the previous financial year, has had a significant improvement in the frequency of Franchisees signing on regularly. This facility is a vital communication tool and the educating of Franchisees in respect of accessing information on the Extranet is an ongoing process. The ability to access our intellectual property base in this way is an aspect of our business that we highlight to Franchisees as being crucial to their profitability and success as it enables them to be continually updated in all areas of operation. We have also made excellent progress this year in respect of the number of stores that are now using the Pilot Software point-of-sale and management system. The fact that over 90% of our Franchisees are now compliant has facilitated our ability to collect information CENTRAL KITCHENS Our Central Kitchens in Cape Town and Johannesburg, as well as the two distribution centres in Durban and Port Elizabeth, have again performed well this year and have provided solid growth in profitability on both the sauces and "dry-goods" sides of the business. We have continued to investigate the feasibility of centralising our manufacturing facilities. What we are attempting to achieve is that we either outsource our production to a third party and still maintain, if not increase, our profit margins, or alternatively invest in our own new single facility that is "HACCP" compliant. This would enable us to take over the export of all our sauces, which we are currently doing through a third party. We are also pursuing opportunities to market our sauces in the retail environment and are investigating the feasibility of growing the export side of our business. 11

15 CONCLUSION As a management team, we remain primarily focused on our core South African operations to ensure that we maintain a solid rate of growth. We continue to deal with our offshore business on a prudent basis without exposing the Group to any undue risks. The continued commitment of all staff members is crucial to our ongoing success and we are confident that there is strong motivation and dedication throughout our Group, which should ensure a solid performance in the year ahead. LITIGATION STATEMENT There are no material legal or arbitration proceedings pending against Spur or its subsidiaries nor, as far as the Directors are aware, are there any legal or arbitration proceedings pending or threatened against Spur or its subsidiaries, which have or may have had, in the 12 months preceding the date of this Annual Report, a significant effect on Spur's financial position. MATERIAL CHANGES Save as disclosed herein, no material changes in the financial or trading position of the Company or its subsidiaries have taken place to the date of this report. CORPORATE GOVERNANCE The Directors endorse the Code of Corporate Practice and Conduct contained in the King Report on Corporate Governance. By supporting the code, the Directors realise that high standards of Corporate Governance are necessary for the achievement of the goals of the Spur Group and acknowledge the importance of conducting the Group's affairs with exactness, transparency and in accordance with good corporate practices. EMPLOYMENT EQUITY The Group continues to place high importance on all aspects of the Employment Equity Act and is committed to achieving demographic representation in its workforce. Programmes are in place to ensure there are equal opportunities for employees from disadvantged backgrounds. Financial assistance is provided and employees are encouraged to develop skills by attending management development courses and part-time studies at universities, technikons or private colleges. 12

16 TRAINING AND DEVELOPMENT The Group operates its own in-house training facilities which conduct training and skills development courses for franchisees. Group employees also benefit by being able to attend various courses in order to develop their skills in numerous aspects of our business. CODE OF ETHICS The Group has adopted a code of ethics whereby all employees are required to maintain high ethical standards in ensuring that the group conducts its business in a proper and professional manner. The principles to which each individual subscribes in accepting the code are: integrity, good faith, impartiality, openness and accountability. The code also controls the groups commitment to its shareholders, customers, suppliers and the broader community. REMUNERATION COMMITTEE The remuneration committee which comprises two executive and three non-executive Directors, meets annually to determine and approve the terms of employment for all Directors. The executive Directors are excluded from the voting process in respect of their own packages. AUDIT COMMITTEE The audit committee comprises John Rabb, Keith Madders and William Rule. The committee meets twice a year with the external auditors as well as executive management in order to review the group s interim and final results and report to the board of directors on their findings. RISK MANAGEMENT The focus of risk management in the group is on ensuring that there is an ongoing process for identifying, evaluating and managing the significant risks faced by the group in all business aspects. The risk committee is responsible for establishing appropriate risk and control policies and communicating these throughout the group. In addition it is the committee's function to ensure that there is an adequate and effective system of internal control in place to manage any inherent risks in the group's systems. GOING CONCERN The Directors believe that the Group will continue as a going concern in the year ahead and into the foreseeable future. 13

17 SHARE CAPITAL The number of authorised shares has remained at ordinary shares of cents each, for the year ended 30 June The movement in the number of issued shares, net of the shares repurchased by a wholly-owned subsidiary during the year was as follows: Ordinary shares 1 July Repurchased during the year by a wholly-owned subsidiary company Conversion of convertible debentures June INTEREST IN SUBSIDIARY COMPANIES Details of the share capital and the Company's interest in the subsidiary companies are as follows: Issued capital Loans to Interest R'000 subsidiary % companies R'000 Trading - Spur International Ltd Spur Group (Pty) Ltd Spur Advertising (Pty) Ltd Panarottis Advertising (Pty) Ltd Panarottis Claremont (Pty) Ltd Property - Spur Group Properties (Pty) Ltd Dormant All subsidiary companies, except for Spur International Ltd, are incorporated in the Republic of South Africa. Spur International Ltd is incorporated in the British Virgin Islands. The interest of the Company in the aggregate profits and losses after tax of subsidiaries is as follows: R 000 R 000 Profit DISTRIBUTIONS An interim distribution of 10.0 cents per share, by way of a reduction of share premium, was paid to shareholders on 15 April The Directors have approved a final distribution of cents per share, by way of a reduction of share premium, to be paid in cash on 11 November

18 SPECIAL RESOLUTIONS On 15 November 2001 at the Company s Annual General Meeting, a special resolution was passed in terms of which: - the Directors were granted the authority to contract the Company or one of its wholly-owned subsidiaries to acquire shares in the Company issued by it, should the Company comply with the relevant statutes and authorities applicable thereto. Full details of the special resolution passed will be made available to shareholders on request. DIRECTORS AND SECRETARY The Directors as at the date of this report, together with the name, business and postal address of the Company Secretary, are set out on pages 9,10 and 42. The secretary, Dean Hyde, has certified that the Company has lodged with the Registrar of Companies all such returns as required by a public company in terms of the Companies Act, and that all such returns are true, correct and up to date. In terms of the Company s Articles of Association, Allen Ambor, Pierre van Tonder, Dean Hyde, Mark Farrelly, Kevin Robertson, John Rabb, Keith Getz, William Rule, Phillip Joffe and Keith Madders retire at the forthcoming Annual General Meeting. These gentlemen, all being eligible, offer themselves for re-election. There are no service agreements with any of the Directors of Spur Corporation at the date hereof which impose any abnormal notice periods on the company. Shareholders will be asked to confirm these re-appointments at the forthcoming Annual General Meeting. Details of Directors beneficial direct and indirect interests in the ordinary shares are as follows: Allen Ambor Pierre van Tonder Dean Hyde Mark Farrelly Kevin Robertson Keith Getz Phillip Joffe Keith Madders John Rabb No. of shares %* Total There have been no material changes to the date of this report. These percentages are based on shares in issue less shares repurchased by a wholly-owned subsidiary company. SHAREHOLDERS INTEREST IN SHARES The following are shareholders, other than Directors, who own more than 5% of the Company s issued share capital at 30 June 2002: No. of shares %* Spur Investment Services Pty (Ltd) Public Investment Commissioners * These percentages are based on shares in issue less shares repurchased by a wholly-owned subsidiary company. Shareholders and members of the public are advised that the register of the interest of Directors, executives, senior management and other shareholders in the shares of the Company is available upon request from the Company Secretary. PIERRE VAN TONDER Managing Director 15

19 G R O U P I N C O M E S T A T E M E N T for the year ended 30 June Notes R'000 R'000 Revenue Cost of sales (55 459) (45 987) Gross profit for the year Other operating income Operating expenses (50 593) (50 083) Profit from operations (Loss) income from associate companies 3 (59) 326 Net financing income Exceptional items 13 (1 679) - Profit before taxation Taxation 14 (10 271) (9 701) Profit for the year Shares - In issue (000 s) * Weighted average (000 s) Earnings per share (cents) Headline earnings per share (cents) Fully diluted headline earnings per share (cents) Distributions per share (cents) (Including proposed November 2002 distribution) Distribution cover (times) 2 2 * This calculation is based on shares in issue less shares repurchased by a wholly-owned subsidiary company. 16

20 G R O U P B A L A N C E S H E E T as at 30 June Notes R'000 R'000 ASSETS Non-current assets Fixed assets Interest in associate companies Loans receivable Deferred taxation Current assets Inventory Trade and other receivables Loans receivable Cash and cash equivalents Total assets

21 Notes R'000 R'000 EQUITY AND LIABILITIES Capital and reserves Share capital Share premium and shares repurchased Accumulated deficit ( ) ( ) Equity portion of convertible debentures Non-current liabilities Liability portion of convertible debentures Long-term liabilities Current liabilities Bank overdraft Trade and other payables Short-term portion of long-term liabilities Taxation Shareholders for distribution Total equity and liabilities

22 STATEMENT OF CHANGES IN GROUP EQUITY for the year ended 30 June Shares Share Share repurchased Accumulated Unissued capital premium by subsidiary deficit shares Total R 000 R 000 R 000 R 000 R 000 R 000 Balance at 1 July ( ) As previously stated ( ) Change in accounting policies (see note 18) (980) Profit for the year Distributions (15 448) (15 448) Write-off of intangible assets (6 673) (6 673) Shares repurchased (1 886) (1 886) Balance at 30 June (1 886) ( ) As previously stated ( ) Change in accounting policies (see note 18) (1 217) Profit for the year Distributions (17 487) (17 487) Shares issued (1 157) (7 360) Shares repurchased (4 514) (4 514) Balance at 30 June (6 400) ( )

23 GROUP CASH FLOW STATEMENT for the year ended 30 June Notes R'000 R 000 Net cash flows from operating activities Cash generated by operations Working capital changes (11 060) Interest received Interest paid 12 (400) (1 020) Taxation paid 24 (6 038) (4 961) Distributions paid 25 (17 708) (15 448) Net cash flows from investing activities Purchase of fixed assets (1 670) (1 150) Purchase of interest in associate companies - (795) Proceeds from disposal of interest in associate companies Proceeds from disposal of fixed assets Proceeds from disposal of interest in subsidiary company Increase in loans receivable (18 193) (8 741) (19 100) (8 764) Net cash flows from financing activities Decrease in liability portion of convertible debentures (3 048) (760) Decrease in long-term liabilities (174) (470) Increase in short-term portion of long-term liabilities (139) (113) Proceeds from issue of shares (net of preliminary expenses) Conversion of debentures (7 360) - Shares repurchased (4 514) (1 886) (4 992) (3 229) Net increase (decrease) in cash and cash equivalents (1 376) Cash and cash equivalents at beginning of year Adjustment for interest in subsidiary company sold during the year 26 - (239) Cash and cash equivalents at end of year

24 1. ACCOUNTING POLICIES The financial statements are prepared on the historical cost basis and in accordance with South African Statements of Generally Accepted Accounting Practice and the requirements of the South African Companies Act. The financial statements incorporate the principal accounting policies set out below, which are consistent with those adopted in the previous financial year, except as referred to in note BASIS OF CONSOLIDATION Investment in subsidiaries Subsidiaries are those entities over whose financial and operating policies the group has the power to exercise control, so as to obtain benefits from their activities. The group financial statements incorporate the assets, liabilities and results of the operations of the company and its subsidiaries. The results of subsidiaries acquired and disposed of during a financial year are included from the effective dates of acquisition and to the effective dates of disposal. Where necessary, the accounting policies of subsidiaries are changed to ensure consistency with the policies adopted by the group Investments in associates An associate is an enterprise over whose financial and operating policies the group has the ability to exercise significant influence and which is neither a subsidiary nor a joint venture of the group.the equity method of accounting for associates is adopted in the group financial statements. In applying the equity method, account is taken of the group's share of accumulated retained earnings and movements in reserves from the effective date on which the enterprise became an associate and up to the effective date of disposal. Where necessary the accounting policies of associates are changed to ensure consistency with the policies adopted by the group Investments in joint ventures Joint ventures are those enterprises over which the group exercises joint control in terms of a contractual agreement. The equity method of accounting for joint ventures is adopted in the group financial statements. In applying the equity method, account is taken of the group's share of accumulated retained earnings and movements in reserves from the effective date on which the enterprise became a joint venture and up to the effective date of disposal. Adjustments are made to bring the accounting policies of jointly controlled entities in line with those of the group, where appropriate Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealised gains arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with associated and jointly controlled entities are eliminated to the extent of the group s interest in the enterprises. Unrealised gains resulting from transactions with associates are eliminated against the investment in the associates. Unrealised losses on transactions with associates are eliminated in the same way as unrealised gains except that they are only eliminated to the extent that there is no evidence of impairment. NOTES TO THE FINANCIAL STATEMENTS 1.2 COMPARATIVE FIGURES Comparative figures have been restated to accord with changes in accounting policies and current year classifications. 1.3 PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment are stated at cost less accumulated depreciation. Property, plant and equipment are depreciated on the straight-line basis over their expected useful lives at the following rates: Furniture and fittings 15 % Plant, equipment and vehicles 20 % Computer equipment 33 % Buildings (see note 18) 5 % Land is not depreciated. 1.4 IMPAIRMENT The carrying amounts of the group s assets are reviewed at each balance sheet date to determine whether there is any indication of impairment. If there is any indication that an asset may be impaired, its recoverable amount is estimated. The recoverable amount is the higher of its net selling price and its value in use. 1.5 INVENTORY Inventory is stated at the lower of cost, determined on the first in first out basis, and net realisable value. Cost of manufactured goods includes direct material costs together with appropriate allocations of labour and overheads. 1.6 LEASES Finance leases Finance leases are recognised as assets and liabilities at amounts equal, at the inception of the lease, to the fair value of the leased assets or, if lower, at the present value of the minimum lease payments. In calculating the present value of the minimum lease payments, the discount factor used is the interest rate implicit in the lease when it is practicable to determine; otherwise the group's incremental borrowing rate is used. Initial direct costs incurred are included as part of the asset. Lease payments are apportioned between finance charges and the reduction of the outstanding liability. The finance charge is allocated to the periods during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. A finance lease gives rise to depreciation expense for the asset as well as finance expenses for each accounting period. The depreciation policy for leased assets is consistent with that for depreciable assets that are owned Operating leases Leases of assets under which all the risks and rewards of ownership are effectively retained by the lessor, are classified as operating leases. Lease payments under an operating lease are recognised as an expense on a straight-line basis over the lease term. 21

25 1.7 CASH AND CASH EQUIVALENTS Cash includes cash on hand and cash with banks. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash. 1.8 TAXATION Current tax comprises tax payable calculated on the basis of the expected taxable income for the year, using the tax rates enacted at the balance sheet date, and any adjustment of tax payable for previous years. Deferred tax is provided using the balance sheet liability method, based on temporary differences. Temporary differences are differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax base. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities using tax rates enacted or substantively enacted at the balance sheet date. Deferred tax is charged to the income statement except to the extent that it relates to a transaction that is recognised directly in equity, or a business combination that is an acquisition. The effect on deferred tax of any changes in tax rates is recognised in the income statement, except to the extent that it relates to items previously charged or credited directly to equity. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the associated unused tax losses and deductible temporary differences can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised. 1.9 FOREIGN CURRENCIES Foreign currency transactions Foreign currency transactions are recorded in the reporting currency by applying to the foreign currency the exchange rate between the reporting currency and the foreign currency at the date of the transaction. Exchange rate differences arising on the settlement of monetary items at rates different from those at which initially recorded during the period, are recognised in the income statement. Unrealised differences are recognised in the income statement in the period in which they occur Foreign operations Where the operations of a foreign company are integral to the operations of the company, the translation principles are applied as if the transactions of the foreign operation had been those of the company, i.e. foreign currency monetary items are translated using the closing rate, and non-monetary items are translated using the historical rate as at the date of acquisition. Income and expenditure are translated at the monthly weighted average rate of exchange for the year. Resulting exchange differences are recognised in the income statement Foreign entities The financial statements of foreign entities are translated into the reporting currency as follows: - Assets and liabilities are translated at rates of exchange ruling at the financial year-end and - Income and expenditure and cash flow items are translated at rates of exchange at the date of the transaction. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the exchange rate at the balance sheet date. Exchange differences arising from the translation of foreign entities are taken directly to a foreign currency translation reserve FINANCIAL INSTRUMENTS Financial instruments carried on the balance sheet include cash and cash equivalents, loans, receivables, payables and debt. The particular recognition methods adopted are disclosed in the individual policy statements associated with each item. Derivative financial instruments principally include forward foreign exchange contracts. These contracts are recognised as foreign currency transactions. The fair value of the conversion option of the compulsory convertible debentures is recognised and presented separately in shareholders' equity. The remaining debt obligation to debenture holders is carried as a long-term liability on the amortised cost basis until fully repaid on the maturity of the debentures REVENUE Revenue comprises franchise related fees and proceeds from the sale of supplies and promotional items. All revenue is stated exclusive of value added taxation and net of transactions with group companies RESEARCH AND DEVELOPMENT COSTS Expenditures for research and development are charged against income in the period incurred RETIREMENT BENEFITS The group operates a defined contribution plan that covers full-time employees and provides for contributions ranging from fifteen to twenty percent of salary. Contributions to the fund are charged to income in the year to which they relate. The group has no material liability in respect of post-retirement benefits EARNINGS AND HEADLINE EARNINGS PER SHARE Earnings per share is based on earnings attributable to shareholders and is calculated on the weighted average number of shares in issue during the financial year. Headline earnings per share is based on earnings attributable to shareholders, excluding any non-trading or capital items and the tax effect thereon PROVISIONS A provision is recognised when an enterprise has a present obligation (legal or constructive) as a result of a past event and it is probable (i.e. more likely than not) that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. Where the effect of the time value of money is material, the amount of a provision is the present value of the expenditures expected to be required to settle the obligation EXCEPTIONAL ITEMS Exceptional items are items of a non-trading or non-recurring nature DISTRIBUTIONS TO SHAREHOLDERS Distributions are recognised when declared (see note 18). 22

26 2. FIXED ASSETS 2.1 Movement summary 2002 Plant, Land and Furniture equipment Computer buildings and fittings and vehicles equipment Total R'000 R'000 R'000 R'000 R'000 COST Balance at 1 July Additions Balance at 30 June ACCUMULATED DEPRECIATION Balance at 1 July 2001 (316) (235) (845) (607) (2 003) Depreciation (166) (233) (477) (809) (1 685) Balance at 30 June 2002 (482) (468) (1 322) (1 416) (3 688) NET BOOK VALUE Balance at 1 July Additions Depreciation (166) (233) (477) (809) (1 685) Balance at June 30, Movement summary 2001 Plant, Land and Furniture equipment Computer buildings and fittings and vehicles equipment Total R'000 R'000 R'000 R'000 R'000 COST Balance at 1 July Additions Disposals - (1 172) (845) (41) (2 058) Balance at 30 June ACCUMULATED DEPRECIATION Balance at 1 July 2000 (150) (163) (421) (158) (892) Disposals Depreciation (166) (136) (485) (463) (1 250) Balance at 30 June 2001 (316) (235) (845) (607) (2 003) NET BOOK VALUE Balance at 1 July Additions Disposals - (1 108) (784) (27) (1 919) Depreciation (166) (136) (485) (463) (1 250) Balance at June 30,

27 R'000 R' Land and buildings comprise: Portion 1 of stand 165, Chamdon Extention, District of Krugersdorp, Gauteng Erf 20661, stand no.8, District of Milnerton, Cape Town Sectional title units 7 & 8, Teakfield Park, Durban INTEREST IN ASSOCIATE COMPANIES R'000 R' Unlisted shares at cost Group s share of post acquisition reserves Loans to associate companies Analysis of investment in associate companies Effective Cost of Loans to Shares in Total holdings shares associate post acquisition companies reserves % R 000 R 000 R 000 R 000 Bathspur Holdings (Pty) Ltd (Australia) Bathspur (Pty) Ltd (Australia)* (127) (127) Panhold (Pty Ltd (Australia) Panpen (Pty) Ltd (Australia)* Spur Group (Pty) Ltd (Australia) (65) Chinnik Investments BV (UK) (189) Arapaho Spur Limited (UK)* Cherokee Spur Teoranta Limited (Ireland)* (286) (286) Spur (Liffey Valley) Restaurants Limited (Ireland)* Golden Spur Ltd (Nairobi) Kelseys Northwharf (Pty) Ltd San Pablo (Pty) Ltd (Dormant) (33) (33) * Indirect Loans to associate companies are unsecured, interest free and no fixed dates of repayment have been determined. 4. DEFERRED TAXATION R'000 R'000 Opening balance at 1 July Charged to income statement (5 365) (5 582) Closing balance at 30 June The deferred tax asset comprises deductible temporary differences arising from the difference between the tax value and carrying value of the trademark. 24

28 5. INVENTORY R'000 R'000 Raw materials Merchandising and packaging Promotional and advertising Finished goods SHARE CAPITAL Number of shares '000 '000 R'000 R'000 Authorised Ordinary shares of cents each Issued Ordinary shares of cents each Shares repurchased by a wholly-owned subsidiary company (2 749) (923) (0.01) (0.01) Unissued shares The unissued shares remain under the control of the Directors until the next Annual General Meeting when the shareholders will be asked to extend this authority for a further year. 7. CONVERTIBLE DEBENTURES R'000 R' Convertible debentures compulsory convertible debentures Equity portion - (7 360) Liability portion Less : repaid - (992) Less : current portion - (758) The compulsory convertible debentures attracted interest at 70% of the prime bank overdraft rate ruling from time to time. The debentures were converted on 30 September 2001, into ordinary shares at a ratio of 1 debenture to 1 ordinary share. 8. LONG-TERM LIABILITIES R 000 R Instalment sale and finance lease agreements over movable assets with a book value of R repayable in monthly instalments Less: amounts repayable within 12 months - (139) included in current liabilities 8.2 The instalment sale and finance lease agreements were repaid during the year. 25

29 9. CONSOLIDATION OF ADVERTISING COMPANIES To achieve more appropriate presentation, the group now consolidates the assets and liabilities of the advertising companies on a lineby-line basis, whereas previously only the profits or losses of these companies were incorporated into the group s results, represented by loan accounts. The comparative figures have been restated accordingly. 10. PROFIT FROM OPERATIONS The following items have been taken into account in determining profit from operations: R'000 R 000 Income Foreign exchange gains Profit on sale of interest in subsidiary company Expenses Administration fees Auditors' remuneration - Audit fees Other fees Consulting fees Depreciation - Buildings Furniture and fittings Plant, equipment and vehicles Computer equipment Loss on sale of fixed assets Operating lease charges Research costs Pension expenses - defined contribution plan Average number of employees during the year DIRECTORS EMOLUMENTS The following emoluments were paid by a subsidiary company: Executive Fees Remuneration Other benefits** Performance * Total bonus R 000 R 000 R 000 R 000 R 000 A J Ambor P G Van Tonder M Farrelly D D Hyde K Robertson P R Joffe Total Non-executive J Rabb K Getz K Madders W Rule Total Total remuneration * The performance bonus is in respect of the year ended 30 June 2002 ** Other benefits include provident fund, medical aid, group life cover and travel allowance. 26

30 12. NET FINANCING INCOME R'000 R 000 Interest received Interest paid (400) (1 020) EXCEPTIONAL ITEMS Exceptional items comprise loans written off. 14. TAXATION R'000 R South African normal taxation - Current Deferred Reconciliation of rate of taxation % % South African normal tax rate Taxation losses utilised (3.2) (4.1) - Permanent differences (5.0) (2.4) Effective rate EARNINGS AND HEADLINE EARNINGS PER SHARE Earnings and headline earnings The calculated earnings per share is based on earnings of R36.811million (2001: R million) and a weighted average number of million equity shares in issue (2001: million). The calculated headline earnings per share is based on headline earnings of R million (2001 R million) and a weighted average number of million equity shares in issue (2001: million). Reconciliation between earnings and headline earnings R Earnings attributable to shareholders Exceptional Items Headline earnings

31 16. DISTRIBUTIONS R'000 R 000 Final cents (2000: 8.0 cents) per share Interim cents (2001 : 9.0 cents) per share MARKETING FUNDS In terms of signed franchise agreements, the group receives marketing contributions from franchisees which are kept and accounted for in marketing funds. These funds are utilised in the procurement of marketing and advertising services for the benefit of the franchisees. Accordingly, the funds represented by these marketing funds do not constitute funds of the group, and are therefore not brought into account in these financial statements. During the accounting year, the marketing funds received R35.4 million (2001: R31.3 million) in advertising contributions. 18. CHANGE IN ACCOUNTING POLICIES In accordance with recently amended South African statements of Generally Accepted Accounting Practice with regard to depreciation of buildings (AC 123), recognition of distributions to shareholders (AC 107) and provision for leave pay (AC 116) the group has changed its policies and now complies with the requirements of these statements of Generally Accepted Accounting Practice Depreciation of buildings R 000 R 000 R 000 Gross Taxation Net Effect on opening retained earnings 2002 (316) - (316) 2001 (150) - (150) Effect on net profit 2002 (166) - (166) 2001 (166) - (166) 18.2 Provision for leave pay R 000 R 000 R 000 Gross Taxation Net Effect on opening retained earnings 2002 (1 288) 387 (901) 2001 (1 186) 356 (830) Effect on net profit (55) (102) 31 (71) 18.3 Recognition of distributions to shareholders During the year the group changed its accounting policy with regards to the treatment of distributions in order to comply with AC 107. Comparatives have been restated as shown in the Statement of Changes in Equity. 28

32 19. OPERATING LEASES Future minimum lease payments under non-cancellable operating leases are as follows: R'000 R 000 Next year Year two through to year five RELATED PARTY DISCLOSURES 20.1 Transactions between group subsidiaries During the year, in the ordinary course of business, certain companies within the group entered into arm's length transactions. These intra-group transactions have been eliminated on consolidation Directors A number of the group s directors hold positions in other entities, where they may have significant influence over the financial or operating policies of these entities. Accordingly, the following are considered to be such entities: Director Entity Position held in entity Allen Ambor The Ambor Family Trust Trustee 900 Bulk Property Investments CC Member Pierre van Tonder Rowmoor Investments 258 (Pty)Ltd* Shareholder Utah Steakhouse (Pty) Ltd* Shareholder Dean Hyde Rowmoor Investments 258 (Pty)Ltd* Shareholder Utah Steakhouse (Pty) Ltd* Shareholder Kevin Robertson The Rock Trading CC* Member Keith Getz Bernadt Vukic Potash & Getz Partner Phillip Joffe Claremont Steak Ranch (Pty) Ltd* Shareholder Strand Steak Ranch (Pty) Ltd* Shareholder 900 Bulk Property Investments CC Member Transactions between the group and these entities have occurred under terms and conditions that are no more favourable than those entered into with third parties in arm s length transactions. These transactions include: i) Bernadt Vukic Potash & Getz serve as the group's principal legal counsel and have provided legal services on various matters in the ordinary course of business to the value of R in 2002 (R in 2001). ii) A subsidiary company within the group has entered into property lease transactions with entities controlled by Allen Ambor and Phillip Joffe. These transactions have been conducted on a market-related, arm s length basis. Rental paid to these entities totalled R1.5 million in 2002 ( R1.3million in 2001). iii) A subsidiary company within the group has entered into franchise agreements with entities in which Pierre van Tonder, Dean Hyde, Kevin Robertson and Phillip Joffe have an interest. *These entities are franchisees. 29

33 21. FINANCIAL INSTRUMENTS 21.1 Liquidity risk Liquidity risk arises from the possibility that franchisees may not be able to settle obligations to the company within the normal terms of trade. To manage this risk, the company periodically assesses the financial viability of franchisees Credit risk Credit risk, or the risk of counterparties defaulting, is controlled by the application of credit approvals, limits and monitoring procedures Currency risk The group incurs currency risk as a result of franchise fees received, purchases, sales and borrowings in foreign currencies. The currencies in which the group primarily deals are UK Pounds, Euros, US Dollars and Australian Dollars. To manage currency risk the group periodically assesses exposure to foreign currencies and hedges transactions and/or balances where appropriate Interest rate risk The group generally adopts a policy of ensuring that its exposure to changes in the interest rates is on a floating rate basis Fair value of financial instruments The following methods and assumptions are used to estimate the fair value of each class of financial instrument: Cash and cash equivalents The carrying amount of cash and other financial assets approximates fair value due to the relatively short-term maturity of these financial instruments. 0-1 year 1-3 years 3-5 years Total R 000 R 000 R 000 R 000 Assets Cash and cash equivalents Trade and other receivables Long-term loans receivable Current loans receivable Total financial assets Liabilities Bank overdraft Trade and other payables Shareholders for distribution Total financial liabilities

34 22. CASH GENERATED BY OPERATIONS R'000 R 000 Profit before taxation Adjusted for: Depreciation Loss (profit) from associate companies 59 (326) Profit on sale of interest in subsidiary company - (150) Loss on sale of fixed assets Interest received (3 107) (2 591) Interest paid WORKING CAPITAL CHANGES R'000 R 000 Decrease (Increase) in inventory 906 (85) Decrease (Increase) in trade and other receivables (3 334) Decrease in trade and other payables (2 689) (7 163) Goodwill adjustment - ( 478) (11 060) 24. TAXATION PAID Taxation paid is reconciled to the amount disclosed in the income statement as follows: R'000 R 000 Amount ( payable) receivable at beginning of year (2 578) 273 Adjustment for interest in subsidiary company sold during the year - 85 Goodwill adjustment - (3 778) Amount charged to income statement (10 271) (9 701) Deferred taxation Amount payable at end of year (6 038) ( 4 961) 31

35 25. DISTRIBUTIONS PAID Distributions paid are reconciled to the amount disclosed as follows: R'000 R 000 Amount unpaid at beginning of year (722) (722) Reduction in share premium (17 487) (15 448) Amount unpaid at end of year (17 708) (15 448) 26. PROCEEDS ON DISPOSAL OF INTEREST IN SUBSIDIARY R 000 R 000 Proceeds on sale Assets sold Fixed assets Inventory Accounts receivable - 76 Cash resources Accounts payable - (312) Loans payable - (42) Taxation payble - (85) Profit on sale of interest in subsidiary company CASH AND CASH EQUIVALENTS R'000 R 000 Cash and cash equivalents Bank overdraft (9 148) (1 653)

36 as at 30 June COMPANY BALANCE SHEET ASSETS Notes R'000 R 000 Non-current assets Interest in subsidiary companies Interest in associate companies Current assets Taxation 70 - Trade and other receivables - 2 Cash and cash equivalents Total assets EQUITY AND LIABILITIES Capital and reserves Share capital Share premium (Accumulated deficit)/ distributable reserves (620) 424 Equity portion of convertible debentures Non-current liabilities Liability portion of convertible debentures Current liabilities Trade and other payables - 14 Short-term portion of long-term liabilities Taxation Shareholders for distribution Total equity and liabilities

37 for the year ended 30 June COMPANY INCOME STATEMENT R'000 R 000 Interest received Interest paid (104) (509) Profit before taxation Taxation (49) (63) Net profit for the year STATEMENT OF CHANGES IN COMPANY EQUITY for the year ended 30 June Distributable Reserves Share Share (Accumulated Unissued capital premium deficit) shares Total R 000 R 000 R 000 R 000 R 000 Balance at 1 July As previously stated Change in accounting policy Net profit for the year Distributions (15 448) (15 448) Balance at 30 June As previously stated Change in accounting policy Net profit for the year Distributions (17 487) (17 487) Shares issued (1 157) (7 360) Balance at 30 June (620)

38 C O M P A N Y C A S H F L O W S T A T E M E N T for the year ended 30 June Notes R'000 R 000 Net cash flows from operating activities Working capital changes 4 (12) 12 Interest received Interest paid (104) (509) Taxation paid 5 (228) (72) Distributions paid 6 (17 708) (15 448) (17 786) (15 297) Net cash flows from investing activities Decrease in amounts due from subsidiary companies Purchase of interest in associate companies - (795) Proceeds from disposal of interest in associate companies Net cash flows from financing activities Conversion of debentures (7 360) - Decrease in liability portion of convertible debentures (3 048) (645) Increase in amounts due to subsidiary companies Proceeds from shares issued (net of preliminary expenses) Net decrease in cash and cash equivalents (886) (5 388) Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year

39 N O T E S T O T H E C O M P A N Y F I N A N C I A L S T A T E M E N T S 1. INTEREST IN SUBSIDIARY COMPANIES R 000 R Shares at cost less provisions and amounts written off 1 1 Loans to subsidiary companies Loans due to and from subsidiary companies are unsecured, interest free and no fixed dates of repayment have been determined. 2. INTEREST IN ASSOCIATE COMPANIES R 000 R Unlisted shares at cost Analysis of investment in associate companies Effective Cost of holdings shares % R 000 Bathspur Holdings (Pty) Ltd (Australia) Bathspur (Pty) Ltd (Australia)* Panhold (Pty Ltd ( Australia) Panpen (Pty) Ltd (Australia)* Spur Group (Pty) Ltd (Australia) Chinnik Investments BV (UK) Arapaho Spur Limited (UK)* Cherokee Spur Teoranta Limited (Ireland)* Spur (Liffey Valley) Restaurants Limited (Ireland)* Golden Spur Ltd (Nairobi) Kelseys Northwharf (Pty) Ltd San Pablo (Pty) Ltd (Dormant) * Indirect SHARE CAPITAL R 000 R 000 Authorised ordinary shares of cents each 2 2 Issued ordinary shares of cents each 1 1 Unissued shares The unissued shares remain under the control of the Directors until the next Annual General Meeting when the shareholders will be asked to extend this authority for a further year. 36

40 4. WORKING CAPITAL CHANGES R 000 R 000 Decrease (increase) in trade and other receivables 2 (2) (Decrease) increase in trade and other payables (14) 14 (12) TAXATION PAID R 000 R 000 Taxation paid is reconciled to the amount disclosed in the income statement as follows: Amount payable at beginning of year (109) (118) Amount charged to income statement (49) (63) Amount (receivable) payable at end of year (70) 109 (228) (72) 6. DISTRIBUTIONS PAID R 000 R 000 Distributions paid are reconciled to the amount disclosed as follows: Amount payable at beginning of year (722) (722) Reduction in share premium (17 487) (15 448) Amount payable at end of year (17 708) (15 448) 37

41 38

42 Notice of Annual General Meeting Notice is hereby given that the next Annual General Meeting of Spur Corporation Limited will be held at 10:00 on Thursday 5 December 2002 at 57 Selkirk Street, Woodstock, Cape Town. AGENDA 1. To receive and adopt the Annual Financial Statements for the year ended 30 June To re-elect the following Directors who retire in accordance with the Articles of Association: Allen Ambor, Pierre van Tonder, Dean Hyde, Mark Farrelly, Kevin Robertson, John Rabb, Keith Getz, William Rule, Keith Madders and Phillip Joffe. 3. To place the unissued shares under the control of the Directors who shall be authorised to allot these shares on such terms and conditions and at such times as they deem fit. 4. General authority to repurchase shares 5. To record the resignation of Arthur Andersen & Co., and to confirm the appointment of KPMG Inc., as auditors of the company and the group until the following Annual General Meeting, and to authorise the directors to determine the remuneration of the auditors for the past year. SPECIAL RESOLUTION "Resolved that the Directors of the Company (or one of its wholly owned subsidiaries) be and are hereby authorised, by way of a general approval, to acquire the Company's own shares, 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 6 of 1973, as amended, and the Listing Requirements of the Johannesburg Stock Exchange ("Listing Requirements"), which general approval shall endure until the next Annual General Meeting, provided that it shall not extend beyond fifteen months from the date of the general meeting at which this special resolution is passed, it being recorded that the Listing Requirements currently require, inter alia, that in relation to a general approval of shareholders: - acquisitions of securities be implemented on the Johannesburg Stock Exchange open market, - acquisitions in any one financial year are limited to a maximum of 20% of the issued share capital of the relevant class, - an acquisition may not be made at a price more than 10% above the weighted average of the market value for the shares in question for the five business days immediately preceding the date on which the acquisition is agreed, - an acquisition may not be made at a bid price greater than the current trading price of the shares concerned, and - a paid press announcement containing details of such acquisitions must be published as soon as the Company and/or any of its subsidiaries has/have acquired shares constituting, on a cumulative basis, 3% of the number of shares of the relevant class in issue at the date of the general meeting at which this special resolution is passed ("initial number") and for each 3% aggregate of the initial number acquired thereafter." The reason for and the effect of the special resolution is to grant the Company a general authority to buy its own shares, which authority shall be used at the Directors discretion during the course of the period so authorised. 39

43 The Directors of Spur are of the opinion that, after considering the effect of the maximum repurchase allowed for: - the Company will be able to pay its debts as they become due in the ordinary course of business for a period of 12 months after the date of the general meeting, - the consolidated assets of the Company, fairly valued, will be more than the consolidated liabilities of the Company, - the working capital resources of the Company will be adequate for the foreseeable future business requirements of the company and its subsidiaries, and - the issued share capital is adequate for the purposes of the Group's business for the foreseeable future without taking into account any further acquisitions. 6. To transact such other business which may be transacted at an Annual General Meeting. Any member entitled to attend and vote is entitled to appoint a proxy or proxies to attend, speak and vote in his stead and the person so appointed need not be a member. Proxy forms should be forwarded to reach the registered office of the Company not less than 48 hours before the time fixed for the holding of the meeting. BY ORDER OF THE BOARD Dean Hyde Secretary Cape Town 18 October

44 41 F i n a n c i a l C a l e n d a r