Directors’ report

Directors

Board composition
The names of the directors appear here.
The following changes were made to the Board during the year:
Mr JA van der Schyff was appointed as the Group Financial Director on 15 September 2008 and Mr CP Venter was appointed as the Group Chief Executive Officer on 1 October 2008.

In terms of the articles of association the following directors retire by rotation at the annual general meeting:
MM Moloele, KL Thoka and FJ van der Merwe.

All of the directors offer themselves for re-election.

Directors’ interests
The following AFGRI Limited director has a direct and beneficial interest in AFGRI Limited shares:
Biuma Trade CC (c/o Ms KL Thoka) 19 400

The following AFGRI Operations Limited directors have a direct and beneficial interest in AFGRI Limited shares:
LJ Smit 23 800
L Wolthers 1 000

Share options
The share options of executive directors of the Company are as follows:

Number
  2009
’000		 2008
’000
Total share options exercised cumulatively from date of appointment 2 367 1 251
– Total contracts not implemented (refer here) 2 367 1 251


Share capital

Authorised and issued capital
The authorised and issued share capital remained unchanged from the prior year.

AFGRI share incentive trust
At 30 June 2009 the AFGRI Limited Trust held 33 986 684 allocated shares. Employees have implemented no contracts during the year and 18 457 200 (2008: 2 355 900) shares have been allocated to employees during the year.

Financial matters

Dividends and capital distribution
An interim dividend of 19,70 cents per share was paid on 25 May 2009. The directors declared a final cash dividend of 16,70 cents per share to be paid on 23 November 2009. The declared final dividend is not accrued at year-end.

Capital expenditure
Capital expenditure for the year amounted to R475,5 million (2008: R400,5 million). The estimated R306 million (2008: R376 million) expenditure envisaged by the Group for the 2010 financial year will be funded from internal resources and, if appropriate, by borrowings.

Financial results
The results of the Group are presented in detail in the financial statements and further information is provided in the “income statement” and the “segment results”.

Post-balance sheet events
Subsequent to the date of these financial statements the Group concluded the sale of 11 of its retail stores in the Lowveld region to MGK. More details of this transaction are available in the SENS announcement dated 22 July 2009. These stores were responsible for approximately R408 million of the Group’s turnover and R3 million of its profits after tax.

No other material events have occurred since the date of these financial statements and the date of approval thereof, the knowledge of which would affect the ability of the users of these financial statements to make proper evaluations and decisions.

Joint ventures, associates and subsidiary companies
Information regarding the subsidiaries, joint ventures and associates is given in Appendix A, B and C to the financial statements.

Secretary

N van Wyk is the Group Company Secretary.

SL Reynolds resigned as Company Secretary with effect from 30 November 2008, PJP Badenhorst acted as Interim Company Secretary from 1 December 2008 until 3 March 2009 whereafter N van Wyk was appointed.

The business and postal addresses of the Secretary are set out on the inside back cover.

Public officer

MHP Dunster replaced PFR Swanepoel as public officer with effect from 1 March 2009.

Auditors

PricewaterhouseCoopers Inc has expressed their willingness to continue in office and resolutions proposing their reappointment will be submitted at the forthcoming annual general meeting.