African Overseas Enterprises 2012 Annual Report

AFRICaN & OVERSEaS INTEGRATED annUaL rePOrt
2012
Contents
01 02 03 03 04 04 04 05 07 08 09 10 12 13 14 18 21 21 21 22 24 27 28 29 30 32 33 46 47 51 55 cope, boundary and approval of S integrated annual report Financial highlights Group profile Corporate profile Mission and vision Strategy Business model Five-year review Share performance Definitions Financial directors report Human capital and remuneration report Directorate Administration Corporate governance report Social and ethics committee report Companies Act notice Directors responsibility statement Company secretarys certificate Directors report Audit committee report Independent auditors report Statements of financial position Statements of comprehensive income Statements of changes in equity Statements of cash flows Notes to the annual financial statements Shareholders information Notice of annual general meeting Annexures Form of proxy (attached) Shareholders calendar
www.facebook.com/queensparksa @QueensparkSA
www.queenspark.com
Scope, boundary and approval of integrated annual report

The African & Overseas Enterprises group is pleased to presentits integrated annual report to stakeholders in line with the requirements of the King Code on Governance for SouthAfrica 2009 (King III).
REPORT CONTENT
This integrated annual report covers the annual financial reporting period 1 July 2011 to 30 June 2012. Due to African & Overseas investment in Rex Trueform Clothing Company Limited (Rex) this report is limited to matters which are not addressed in the Rex integrated annual report. This report should be read in conjunction with the Rex integrated annual report. We have included only a general narrative on strategy, risks, opportunities and sustainability issues identified. All financial information provided, which is supported by the annual financial statements, has been prepared in terms of IFRS, while financial KPIs and ratios calculated using non-financial information have been provided based on internal management information, and are defined within the report. The main stakeholders of the company are the shareholders, who are provided relevant timeous information by means of profit announcements, integrated annual reports and the annual general meeting.
EXTERNAL ASSURANCE
Assurance on the annual financial statements has been provided by the external auditors, KPMG Inc. These annual financial statements form the basis of the financial disclosure in the integrated annual report.
APPROVAL OF INTEGRATED REPORT

The board of directors (the board) acknowledges its responsibility to ensure the integrity of the integrated annual report. The board has accordingly applied its mind to the integrated annual report and in its opinion the integrated annual report addresses all material issues, and presents fairly the integrated performance of the organisation and its impacts. The integrated annual report has been prepared pursuant to the recommendations of King III (principle 9.1). The board authorises the integrated annual report for release on 18 September 2012. Michael Krawitz Chairman Cape Town 18 September 2012 Patricia Shub Chief executive officer
Financial highlights
Turnover from continuing operations up
4.4
% %
Headline earnings per share from continuing operations down
37.0 42.0
530.6 8.2 8.1 5.9
Operating prot from continuing operations down
TURNOVER frOm cOntinUing OPeratiOns (R000)

508.1 466.2 415.5 460.9
OpERatING pROFIt maRGIN frOm cOntinUing OPeratiOns (%)

8.5
4.7
2008
2009
2010
2011
2012
2008
2009
2010
2011
2012
AFRICAN & OVERSEAS INTEGRATED ANNUAL REPORT 2012
Group profile
African & Overseas Enterprises Limited has been listed on the JSE Limited since 1945. The company has controlling interests in Rex Trueform Clothing Company Limited which in turn is invested in the retail and property industries.
Corporate profile
AFRICAN & OVERSEAS ENTERPRISES LIMITED
INVESTMENT IN REX TRUEFoRM CloTHING CoMPANY LIMITED
SHAREHOLDING: Ordinary shares 2 110 169 (72.62%) N ordinary shares 9 212 565 (51.94%) (Translates into an economic interest of 55.15% in Rex Trueform)
REX TRUEFORM CLOTHING COMPANY LIMITED

INVESTMENT IN RETAIL AND PROPERTY HOLDINGS
COMPANY oPERATING SEGMENTS:
Retail
Investment in Queenspark Proprietary Limited
PropertY
Owns and manages a property portfolio directly in the company and indirectly through its investment in Queenspark Distribution Centre Proprietary Limited
Group services
Manages the groups corporate responsibility

100% oWned
QueensparK distriBution centre ProprietarY liMited

OWNS AND MANAGES THE DISTRIBUTIoN CENTRE PRoPERTY
QueensparK ProprietarY liMited

MAIN oPERATING CoMPANY oF THE GRoUP
ANGLO AMERICAN EXPORT & IMPORT COMPANY LIMITED

DoRMANT
Company operating segments:
Company operating segments:
PropertY
Owns andsmanages the distribution centre property which is leased to Queenspark Proprietary Limited
Retail
Full retail operations Operates in the clothing retail sector
Mission and vision

African & Overseas mission is to operate as an investment holding company while providing a fair return to its shareholders.
Strategy
The company strategy is to maintain its investment in Rex Trueform Clothing Company Limited in the long term.
Business model
Strategy/business model
Owns controlling share in subsidiary Receives investment income
Five-year review
Group results
Five-year compound growth (%) STATEMENTS OF COMPREHENSIVE INCOME Continuing operations Turnover
Cost of sales
2012 R'000
2011 R000
2010 R000
2009 R000
2008 R000
7.8 11.0 11.4 6.5
530 593 (246 182) 284 411 2 564 (261 996) 24 979 13 8 140 (331) 32 801 (10 713) 22 088 22 088 21 920
508 078 (221 987) 286 091 1 614 (244 612) 43 093 12 8 802 (367) 51 540 (16 117) 35 423 3 135 38 558 38 410
460 939 (200 760) 260 179 1 123 (224 111) 37 191 16 8 761 (359) 45 609 (15 223) 30 386 (1 073) 29 313 29 175
466 200 (249 345) 216 855 1 526 (190 961) 27 420 23 10 215 (446) 37 212 (11 798) 25 414 (968) 24 446 12 936
415 504 (211 723) 203 781 3 511 (173 080) 34 212 22 7 926 (540) 671 (59) 42 232 (6 297) 35 935 1 873 37 808 21 102
Gross profit
Other income
Trading expenses Operating profit

Dividends received Interest income Interest expense Profit on disposal of associate Share of losses from associated company
Profit before tax

Income tax expense
8.7 9.4 8.7 23.5
Profit for the year from continuing operations

Profit/(loss) from discontinued operation (net of income tax)
Profit for the year Profit attributable to ordinary and N ordinary shareholders STATEMENTS OF CASH FLOWS
Operating profit before working capital changes Working capital changes Cash generated by operating activities Interest income Interest expense Dividends paid Dividends received Normal tax paid Secondary tax on companies paid
5.3 17.9
43 793 4 874 48 667 8 140 (331) (8 583) 13 (10 258) (1 073) 36 575 (24 474) 309 12 410
65 291 (11 619) 53 672 8 802 (367) (7 001) 12 (17 004) (826) 37 288 (30 519) 443 7 212
52 040 11 425 63 465 8 761 (359) (6 162) 16 (12 609) (723) 52 389 (24 991) 27 398
45 085 (2 720) 42 365 10 215 (446) (6 162) 23 (8 994) (722) 36 279 (21 231) 15 048
53 950 (16 269) 37 681 7 926 (540) (3 951) 22 (7 130) (516) 33 492 (12 564) (15) 20 913
Net cash inflows from operating activities Net cash outflows from investing activities Net cash inflows/(outflows) from financing activities Net increase in cash and cash equivalents
STATEMENTS OF FINANCIAL POSITION
Assets
Non-current assets Current assets
Total assets Equity and liabilities

Ordinary shareholders interest Preference share capital Non-controlling interest
10.7 10.3
90 263 238 727 328 990 153 785 550 126 416 280 751 15 681 32 558 328 990
81 331 243 580 324 911 146 458 550 119 934 266 942 14 320 43 649 324 911
71 070 222 447 293 517 129 525 550 104 799 234 874 16 486 42 157 293 517
62 586 201 962 264 548 116 789 550 94 438 211 777 13 755 39 016 264 548
57 246 185 660 242 906 106 661 550 86 211 193 422 11 688 37 796 242 906
Total equity
Non-current liabilities Current liabilities
11.9
Total equity and liabilities
Five-year review
Group ratios
continued
Five-year compound growth (%) or five-year average (Av.)
2012 8.0 12.1 10.1 1.6 53.6 4.7 10.3 6.2 3.7 32.7 17.2 7.3 5.4 3.0
2011 15.3 22.4 18.2 1.8 56.3 8.5 13.3 10.1 3.9 31.3 21.7 5.6 4.0 5.7
2010 13.1 19.9 15.9 1.7 56.4 8.1 12.9 9.9 3.5 33.4 25.0 5.3 3.9 5.1
2009 11.6 17.9 14.3 1.9 46.5 5.9 10.7 8.0 4.1 31.7 24.9 5.2 3.4 4.5
2008 21.8 25.7 20.4 2.0 49.0 8.2 13.7 10.2 4.5 14.9 25.6 4.9 3.2 7.3
RETURNS
Return on equity Return on capital Return on assets (%) (%) (%) (times) (%) (%) (%) (%) (times) (%) (%) :1 :1 (times) Av. Av. Av. Av. Av. Av. Av. Av. Av. Av. Av. Av. Av. Av. 14.0 19.6 15.8 1.8 52.4 7.1 12.2 8.9 3.9 28.8 22.9 5.7 4.0 5.1
PRODUCTIVITY
Total asset turn Gross margin from continuing operations Operating margin from continuing operations EBITDA margin from continuing operations Profit margin before tax Inventory turn Effective tax rate on continuing operations
SOLVENCY AND LIQUIDITY

Total liabilities to total equity Current ratio Acid test ratio Dividend cover
ANNUAL GROWTH ON CONTINUING OPERATIONS

Turnover Operating profit Profit for the year (%) (%) (%) (%) (%) (%) 7.8 6.5 9.4 4.4 (42.0) (37.6) 10.2 15.9 16.6 (1.1) 35.6 19.6 12.2 (19.9) (29.3) 14.2 87.9 155.1
Share performance
Five-year compound growth (%) Earnings per share Headline earnings per share Proposed dividend per ordinary share Dividend declared per ordinary share Dividend cover based on headline earnings Total No. of shares in issue Weighted average shareholders return Net asset value per share Ratio closing price/net asset value Ordinary shares N ordinary shares 0.7 0.7 0.4 0.5 0.4 0.5 0.4 0.5 0.4 0.4 (cents) (cents) (cents) (cents) (cents) (000s) (%) (cents) 11.9 8.0 9.6 20.1 18.0 2012 98.8 106.3 35.0 32.0 3.0 11 387 39.2 2 466 2011 180.6 183.2 32.0 28.0 5.7 11 387 15.3 2 344 2010 137.1 141.6 28.0 25.0 5.1 11 387 24.8 2 063 2009 113.6 111.9 25.0 25.0 4.5 11 387 21.1 1 860 2008 185.3 181.5 25.0 14.0 7.3 11 387 43.8 1 699
Ordinary shares
Market price per share at year-end high low Shares traded value volume Shares in issue Percentage traded Closing price/earnings Closing dividend yield proposed dividend (R000) (000s) (000s) (%) (ratio) (%) 40 3 1 250 0.2 15.5 2.1 15 2 1 250 0.1 5.1 3.4 84 9 1 250 0.7 6.4 3.1 77 9 1 250 0.7 6.7 3.3 1 587 261 1 250 20.9 4.1 3.3 (cents) (cents) (cents) 23.5 1 650 1 650 930 930 930 900 900 1 000 800 750 1 099 750 750 750 605
N ordinary shares
Market price per share at year-end high low Shares traded value volume Shares in issue Percentage traded Closing price/earnings Closing dividend yield proposed dividend (R000) (000s) (000s) (%) (ratio) (%) (R million) (R million) (R million) 23.5 25.8 25.6 1 575 99 10 137 1.0 15.6 2.1 20.6 168.3 188.9 338 31 10 137 0.3 6.8 2.6 11.6 126.7 138.3 3 890 431 10 137 4.3 7.8 2.5 11.3 111.5 122.8 1 637 196 10 137 1.9 8.0 2.8 9.4 91.2 100.6 22 852 3 767 10 137 37.2 4.1 3.3 9.4 76.0 85.4 (cents) (cents) (cents) 25.8 1 660 1 660 1 100 1 250 1 250 1 000 1 100 1 100 810 900 1 000 501 750 750 526
Market capitalisation
Ordinary shares N ordinary shares Total
Definitions
Return on equity: Return on capital: Return on assets: Total asset turn: Gross margin from continuing operations: Operating margin from continuing operations: EBItda margin from continuing operations: Earnings attributable to ordinary and N ordinary shareholders divided by average ordinary shareholders' interest Total group profit before interest expense and tax divided by average total net assets Total group profit before interest expense and tax divided by average total assets Total group turnover divided by average total assets Gross profit from continuing operations divided by turnover from continuing operations Operating profit from continuing operations divided by turnover from continuing operations Earnings before interest expense, tax, depreciation and amortisation from continuing operations divided by turnover from continuing operations Total group cost of sales for the year divided by average inventory Income tax expense on continuing operations divided by profit before tax on continuing operations Total closing liabilities divided by total closing equity Total closing current assets divided by total closing current liabilities Total closing current assets less inventories divided by total closing current liabilities Headline earnings per share divided by total ordinary dividends proposed for the year The number of shares in issue at the beginning of the year increased by shares issued during the year, and decreased by shares repurchased during the year, weighted on a time basis for the period during the year in which they were in issue Weighted average share price at the end of the year minus the weighted average share price at the beginning of the year plus dividends declared, divided by the weighted average share price at the beginning of the year Net assets divided by the number of shares in issue (net of treasury shares) at the end of the reporting period The closing share price at year-end as per the JSE multiplied by the total number of shares in issue at the end of the year
Inventory turn: Effective tax rate on continuing operations: Total liabilities to equity: Current ratio: Acid test ratio: Dividend cover: Weighted average number of shares in issue:
Weighted average shareholder return:
Net asset value per share: Market capitalisation:
Financial directors report

As the group consolidated results are directly impacted by the Rex Trueform nancial results, this report is to be read in conjunction with the Rex Trueform Clothing Company Limited integrated annual report.
The total profit for the year decreased by 42.7% to R22.1 million (2011: R38.5 million), translating into a decreased return on equity from 15.3% (in 2011) to 8.0% for the year. The groups performance during the last five years is reflected in the following table: Five-year CAGR (%) or average Avg. % 14.0 9.6
Group StateMent of CoMprehensive IncoMe Continued operations

Profit for the year
The profit for the year decreased by 37.6% to R22.1 million (2011: R35.4 million).
2007 Return on equity (ROE) (%) Headline earnings per share (cents) Share price ordinary shares (closing) (cents) Share price N ordinary (closing) (cents) 9.1 67.1
2012 8.0 106.3
StateMent of financial position Equity and reserves

The groups capital and reserves increased by 5.2% to R280.8 million (2011: R266.9 million) resulting in a net asset value per share of R24.66 (2011: R23.44).
Cash on hand/cash utilisation

The group remains cash-generative. The group generated cash flow from operations of R48.7 million compared to R53.7 million in 2011. The cash and cash equivalents increased to R161.3 million at year-end (2011: R148.9 million).
575
1 650
23.5
526
1 660
25.8
Shareholder distriBution
Ordinary and N ordinary shareholders received a total dividend of 32 cents per share during the year, an increase of 14.3% over the previous year. The preference shareholders received a total of 61 cents per share during the year. The board of directors has recommended a dividend of 35 cents per share for the year under review. Dividend cover in respect of the ordinary and N ordinary shares was 3.0 times the headline earnings per share. Damian Johnson Financial director 18 September 2012
Financial perforMance
This review of the groups consolidated financial performance for the year ended 30 June 2012 should be read in conjunction with the annual financial statements.
Human capital and remuneration report

REMUNERATION POLICY
African & Overseas Enterprises Limited does not employ persons other than in the capacity as directors. Non-executive directors receive directors fees as noted below. Executive directors do not receive directors fees.
NON-EXECUTIVE DIRECTORS REMUNERATION

Non-executive directors are paid a base fee for their services as directors. Fees are based on an assessment of the nonexecutive directors time commitment and increased regulatory and governance obligations. Fees paid to the non-executive directors for the 2012 reporting period are outlined in note 12 of the annual financial statements. The remuneration of non-executive directors is reviewed annually by the remuneration committee and recommended to shareholders for approval at the annual general meeting. The proposed fees for the period 1 July 2012 to 30 June 2013 are set out below and will be submitted to shareholders for approval as per the Notice of Annual General Meeting.
Fees for the current year and proposed for next year are as follows:
Chairman of the board Lead independent director Director
2013 R 273 000 59 000 43 000
2012 R 255 000 55 000 40 000
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11
Directorate
Michael Krawitz
Patrick Naylor
Patricia Shub
Catherine Radowsky
Romain Orlin
Roger Rees
Damian Johnson
12
Administration
Michael Laurence Krawitz (73)
Dip in Law and Higher Dip in Tax Law Non-executive chairman Member of remuneration, nomination and social and ethics committees Non-executive chairman of Rex Trueform Clothing Company Limited and Queenspark Proprietary Limited Appointed to the board 2003
Registered office Rex Buildings 263 Victoria Road Salt River, Cape Town, 7925 PO Box 1856, Cape Town, 8000 Tel: 021 460 9400 Fax: 021 460 9575 Company secretary SM Lawrence Rex Buildings 263 Victoria Road Salt River, Cape Town, 7925 PO Box 1856, Cape Town 8000 Transfer secretaries Computershare Investor Services Proprietary Limited 70 Marshall Street Johannesburg, 2001 PO Box 61051, Marshalltown, 2107 Tel: 011 370 5000 Fax: 011 688 7716 Sponsors Java Capital Proprietary Limited 2 Arnold Road Rosebank, 2196 PO Box 2087, Parklands, 2121 Auditors KPMG Inc. MSC House 1 Mediterranean Street Foreshore, Cape Town 8001 Principal banker The Standard Bank of South Africa Limited Attorneys Michael Krawitz & Co. 25 Bompas Road Dunkeld West 2196 Website addresses http://www.rextrueform.com http://www.queenspark.com
Patrick Martin Naylor (66)

BSc (Eng) Independent non-executive director Chairman of audit committee and member of remuneration and nomination committees Director of Rex Trueform Clothing Company Limited and Queenspark Proprietary Limited Appointed to the board 2009
Patricia Eve Shub (68)

BA Chief executive officer Director of Queenspark Proprietary Limited Appointed to the board 1995
Catherine Elizabeth Anne Radowsky (45)

BA Executive director Director of Rex Trueform Clothing Company Limited, Queenspark Proprietary Limited and Queenspark Distribution Centre Proprietary Limited Appointed to the board 2002
Romain Victor Orlin (70)

BA (Econ) Wits Independent non-executive director Member of audit, remuneration and nomination committees Director of Rex Trueform Clothing Company Limited and Queenspark Proprietary Limited Appointed to the board 2009
Roger William Rees (59)

BSc (Econ) (Hons), FCA Independent non-executive director Member of audit committee Director of Rex Trueform Clothing Company Limited and Queenspark Proprietary Limited Appointed to the board 2011
Damian Steven Johnson (44)

BCompt (Hons), CA (SA) Executive financial director Director of Rex Trueform Clothing Company Limited and Queenspark Proprietary Limited Appointed to the board 2009
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Corporate governance report

King III
The directors are committed to those principles of corporate governance enumerated in the third King Report on Governance (King III). The directors are also committed to the application of the highest ethical standards in the conduct of the business, and accordingly the board endeavours to ensure either application of the King III principles, or explanation, in accordance with the apply or explain approach contemplated in King III. Where the board has elected not to apply a particular recommendation, or where an alternative practice has been applied which achieves a similar result, the board is able to explain the reasons therefor. Where principles which the board considers appropriate and useful have not yet been addressed, however, action is being taken to ensure future compliance. The company is continually engaged in assessing its compliance with the principles of corporate governance contained in King III, and working to improve compliance where necessary. The board is of the opinion that the group is substantially compliant with those aspects of King III material to the effective corporate governance of the group. The 2012 financial year saw a review of the companys board charter so as to incorporate the principles contained in King III and so as to align with the Companies Act. At the time of issue of this integrated annual report, the revised and updated board charter has been adopted by the board. In addition, the process of developing a board evaluation framework has commenced. The evaluation framework under consideration will enable directors to identify areas in which their contribution to the board could be improved upon. report, and the integrity of the integrated report as a whole. In this regard the board has accepted the recommendation of the groups audit committee regarding the reliability of these documents and has approved the integrated report for the year ended 30 June 2012.
DIRECTORATE Structure
The company has a unitary board structure which consisted, during the year under review, of four non-executive directors, three of whom are independent, and three executive directors. The chief executive officer and the financial director are included amongst the executive directors.
Board charter
The board has adopted a charter which regulates the manner in which the business of the board is conducted in accordance with the principles of good corporate governance. The charter defines the role of the board and the board committees, the roles of the chairman, the chief executive officer and the board members, the composition and appointment of the board, governance procedures, the boards responsibility for management and control, board evaluation and performance, the role of the company secretary and the boards relationship with shareholders. The board charter was recently reviewed and revised so as to align the boards functioning and regulation more closely with the requirements of King III and the Companies Act. As at the date of issue of this integrated annual report, the revised board charter has been adopted by the board.
Role of the board

The board is responsible for setting the direction of the group through the establishment of strategic objectives and policies, and takes overall accountability for the group by taking responsibility for its management. It retains full and effective control over the group and accordingly decisions on material matters are reviewed and approved by the board prior to implementation. In addition, the board ensures that the company has an effective and independent audit committee, assumes responsibility for the governance of risk, is responsible for information technology governance, ensures compliance with applicable laws, ensures a risk-based internal audit and ensures the integrity of the companys integrated report.
INTEGRATED REPORTING
King III recommends that annual reporting to stakeholders be in the form of an integrated report, so as to provide a holistic and integrated representation of the performance of the group, in terms of both finances and sustainability. The report for the financial year ended June 2012 has benefited from our ongoing efforts to improve compliance, and the board is satisfied that the integrated annual report for the current year will enable our stakeholders to obtain insight into the operations of the groups business, business strategy and the financial and sustainability performance of the group. The board acknowledges its ultimate responsibility for ensuring the accuracy and completeness of the sustainability report, which forms part of the integrated
Leadership
The chairman, Michael Krawitz, leads the board and is responsible for its efficient operation and for representing the board to shareholders. The chairman is a nonexecutive director and is elected by the board.
14
Since the non-executive chairman is not independent, as that term is defined in King III, Patrick Naylor, an independent non-executive director, has been appointed as lead independent director. The chief executive officer, Patricia Shub, is responsible for ensuring the day-to-day business affairs of the group are properly managed. The roles of chairman and chief executive officer are separated, with a clear division of duties.
The non-executive chairman, Michael Krawitz, does not qualify as an independent director, and as a consequence a lead independent director has been appointed.
Board meetings
The board meets at least quarterly to consider performance, to monitor issues of strategic direction and to consider any other issues having a material effect on the group. Certain executives attend board meetings by invitation, specifically where their contribution is required in order to assist the board in its deliberations. A formal agenda is prepared for each board meeting, and comprehensive board packs containing the information required, to enable directors to make informed decisions are forwarded to directors and invitees prior to board meetings.
Composition and appointment

The current composition of the board complies with the requirements of the Companies Act and King III, in that the board comprises a majority of non-executive directors. The majority of the non-executive directors are independent. The appointment of new directors is approved by the board on the recommendation of the nomination committee in compliance with the board appointment policy. The process in terms of which such appointments are made is formal and transparent. In appointing a director, the board assesses the knowledge, experience, ability to lead and independence of the candidate against the corresponding requirements of the board position concerned. In accordance with the companys Articles of Association, all directors are subject to retirement by rotation and re-election by shareholders at least once every three years. Directors appointed during the financial year hold office until the next annual general meeting, at which they retire and become available for re-election by shareholders. No executive director has a long-term service contract with the group, and life directorships are not permitted. The directors bring to the board a wide range of expertise and experience and, in the case of non-executive directors, an independent perspective and judgement on issues of policy, strategy and performance. There is a clear division of responsibilities at board level to ensure a balance of power and authority, such that no individual has unfettered powers of decision-making. No changes were made to the directorate during the year under review. Details of the directors and their credentials appear on pages 12 and 13 of the integrated annual report.
Remuneration
Remuneration payable to the non-executive directors is proposed by the remuneration committee and approved by shareholders on an annual basis. In terms of the Companies Act, remuneration for the coming financial year will be approved by the shareholders in advance at the annual general meeting. Details of the remuneration paid to the executive and the non-executive directors are disclosed in the remuneration report and also in note 12 to the annual financial statements.
Interests in contracts
The company has a formal disclosure process in terms of which directors are required to disclose any interests which they may have, either directly or indirectly, in contracts concluded or to be concluded with the company. During the year under review, it was established that none of the directors had a significant interest in any contract or arrangement entered into by the company or its subsidiaries.
Shareholdings and share dealings

Directors, officers and their associates are prohibited from trading in the listed shares of the company during closed periods as defined in the JSE Limited Listings Requirements. This prohibition is extended to any employee within the group who is in possession of sensitive information. Prior to the commencement of a closed period all relevant parties are informed of their responsibilities with regard to dealing in the shares of the company. All dealings in the shares of the company by directors are reported on the JSE Limited News Service within 48 hours of the trade having been made. Directors are required to obtain clearance from the company prior to dealing in shares of the company.
Independence assessment
The board annually assesses the independence of the nonexecutive directors and has ascertained that Patrick Naylor, Romain Orlin and Roger Rees all satisfy the criteria for independence as set out in the Companies Act and King III.
15
Corporate governance report continued

Details of the direct and indirect holdings of directors in the companys shares as at 30 June 2012 are given in the directors report. The audit committee is comprised of three independent non-executive directors of the holding company, each of whom is also an independent non-executive director of the company. The committee is chaired by Patrick Naylor, the lead independent non-executive director of the group. The board is of the view that the audit committee members possess the skills, knowledge and understanding of the company necessary for them to carry out their duties and responsibilities. The committee meets at least twice a year, specifically prior to the publication of the groups interim and final results. These meetings are attended by the external auditors, the internal auditor, the chairman of the board and, where appropriate, senior executives of the group by invitation. The committee is governed by formal terms of reference which set out the role of the committee, its processes and procedures. Full details regarding the functioning of the audit committee are set out in the Audit Committee Report, which is included in the annual financial statements.
Succession
The nomination committee is responsible to ensure adequate succession planning in respect of directors, members of board sub-committees, the chairman and the chief executive officer. The group has not previously had formal written succession plans in place. The process of developing formal succession plans has commenced and will receive special attention over the following twelve months.
Attendance at meetings
The attendance of directors at board meetings and at meetings of the audit committee and the social and ethics committee held during the financial year ending June 2012 was as follows:
Board Number of meetings Non-executive directors

ML Krawitz PM Naylor RV Orlin R Rees 4 4 4 4 4
Audit
2 2* 2 2 2
Social and ethics

1 1 n/a n/a n/a
Remuneration committee
PM Naylor ML Krawitz RV Orlin (Appointed 01/07/2006) (Appointed 04/06/2004) (Appointed 19/05/2009)
Executive directors
PE Shub CEA Radowsky DS Johnson * = By invitation 4 4 4 n/a 2* 2* n/a n/a 1
The remuneration committee is responsible for reviewing and approving the remuneration of directors and senior executives. The committee comprises Patrick Naylor and Romain Orlin, both independent non-executive directors, together with Michael Krawitz, a non-executive director.
Nomination committee
The members of the remuneration committee also constitute the nomination committee, which identifies and evaluates potential candidates for appointment to the board and the board committees, and considers succession plans. The deliberations of this committee are regulated by a board appointment policy document which sets guidelines on the skills and qualities required of potential appointees.
BOARD COMMITTEES
The board has established audit, remuneration, nomination, risk, and social and ethics committees to assist the board in performing its duties. These committees are detailed below.
Audit committee
PM Naylor RV Orlin RW Rees (Appointed 11/02/2006) (Appointed 19/05/2009) (Appointed 01/04/2010)
Risk committee
The board is responsible for the governance of risk and is assisted by the audit committee. The material risks arising for the group relate to Rex Trueform, and are accordingly discussed in detail in the Rex Trueform integrated annual report.
The companys audit committee performs all the functions of the audit committee for each of the companies in the group, in terms of section 94 of the Companies Act.
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COMPANY SECRETARY
The board has appointed a company secretary whose responsibilities include: assisting the chairman in co-ordinating and administering the operation of the board; providing guidance on the discharge of director responsibilities and the implementation of governance procedures; and assisting the group to comply with such statutory requirements as may be applicable to it. All directors have unlimited access to the advice and services of the company secretary. Alan Hodgkinson, who served as the company secretary of the group for the better part of the year under review, stepped down as company secretary on 16 April 2012, and Sarah Lawrence was appointed as group company secretary in his stead. Alan Hodgkinson retired on 30 June 2012, after 48 years of service to the group in various capacities, including as director. His in-depth knowledge and understanding of the group and its business will be greatly missed.
been noted and the groups compliance with the provisions of the Companies Act as they apply in practice is the subject of constant assessment and attention.
CODE OF ETHICS
A formal code of ethics has been developed, and applies across every level of the company and its business. The code provides an ethical framework within which every employee is expected to behave. The code, which is communicated annually to all staff and to non-executive directors, embodies the companys expectation that all employees share a commitment to high moral, ethical and legal standards.
INTERNAL AUDIT
In compliance with the recommendation of King III, the group internal audit function is considered essential to maintaining the integrity, adequacy, efficiency and effectiveness of the groups financial and non-financial controls. The audit committee, with the assistance of the external auditors, reviews and approves the internal audit charter and internal audit plans, and evaluates the independence, effectiveness and performance of the internal audit function.
COMPLIANCE
The board is committed to high standards of integrity and fair dealing in the conduct of its business, and also the preservation of the groups integrity and reputation. It thus requires all business units, departments and subsidiaries within the group to have a good understanding of and to comply with those laws, regulations and standards applicable to the environment within which they operate. The requirements of the Companies Act, which came into force in May 2011 and which brought certain significant changes to the South African corporate landscape, have
STAKEHOLDER RELATIONSHIPS
The board recognises its responsibility to report and communicate matters of material significance to stakeholders. In addition, the board appreciates that stakeholders perceptions affect the companys reputation and ultimately the economic value of both the company and the group. Accordingly, all communication received from stakeholders is dealt with courteously, timeously and in an appropriate manner.
1 7
Social and ethics committee report

The social and ethics committee (the committee) is pleased to present its rst report to the shareholders of African & Overseas Enterprises Limited (African & Overseas), which report is for the nancial year ended 30 June 2012.
INTRODUCTION
This report is made to shareholders in compliance with the requirements of the Companies Act No. 71 of 2008 (the Companies Act) and the King Report on Governance for South Africa 2009 (King III). Details of fees paid to social and ethics committee members are disclosed in the remuneration report of Rex Trueform Clothing Company Limited on page 28 of the Rex Trueform Clothing Company Limited annual integrated report.
SOCIAL AND ETHICS COMMITTEE MANDATE

The committee is governed by formal terms of reference which incorporate the requirements of the Companies Act.
COMMITTEE FUNCTIONING
The main focus of the committees inaugural meeting was to establish its areas of focus for the next twelve months and to prioritise specific areas for immediate attention. Areas of focus identified for the next 12 months and beyond include: consideration of greening initiatives in the context of group property development; a review of the companys compliance with consumer protection legislation; formalisation of the companys corporate social responsibility and donations policy; a review of the companys existing ethics policy with the view to incorporate possible improvements thereto, including an ethics management programme; and a review of the efficiency of the companys anti-corruption policies, including its anti-fraud hot line, in relation to the OECDs recommendations regarding corruption. Meeting dates and agendas are agreed in advance and each meeting is preceded by the distribution to each attendee of an information pack comprising: a detailed agenda; the minutes of the previous meeting; and any documentation and/or information relevant to the matters on the agenda.
ROLE OF THE COMMITTEE

The committee is broadly responsible to monitor the companys activities, having regard to relevant legislation, other legal requirements or prevailing codes of best practice, with regard to matters relating to: social and economic development; good corporate citizenship; consumer relationships, including the companys advertising, public relations and compliance with consumer protection laws; and labour and employment. The committee is further responsible to assist in the implementation of an ethics management programme within the company, and to assess, monitor and report to the board and the shareholders thereon.
COMPOSITION AND ATTENDANCE AT MEETINGS

The committee, which is due to meet twice per year, is comprised of one non-executive director, Michael Krawitz (who chairs the meetings), one executive director, Damian Johnson and the company secretary, Sarah Lawrence. Meetings of the committee are also attended by Sharon Stubbs, the groups human resources executive, and may be attended by any other executive by invitation. The committee was established on 20 April 2012 and held one meeting during the 2012 financial year, at which every member and invitee was in attendance.
ML Krawitz Social and ethics committee chairman 18 September 2012
18
19
20
Companies Act notice

These annual financial statements have been audited in terms of the Companies Act of South Africa. These annual financial statements have been prepared under the supervision of the group financial director, Damian Johnson (CA (SA)).
Directors responsibility statement

The directors are responsible for the preparation and fair presentation of the consolidated and separate annual financial statements of African & Overseas Enterprises Limited, comprising the statements of financial position at 30 June 2012, and the statements of comprehensive income, changes in equity and cash flows for the year then ended, and the notes to the financial statements which include a summary of significant accounting policies and other explanatory notes, in accordance with International Financial Reporting Standards and the requirements of the Companies Act of South Africa. In addition, the directors are responsible for preparing the Directors Report. The directors are also responsible for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and for maintaining adequate accounting records and an effective system of risk management, as well as the preparation of the supplementary schedules included in these financial statements. The directors have made an assessment of the ability of the company and its subsidiaries to continue as a going concern and have no reason to believe that the business will not be a going concern in the year ahead. The auditor is responsible for reporting on whether the consolidated and separate annual financial statements are fairly presented in accordance with the applicable financial reporting framework.
APPROVaL OF CONSOLIDaTED aND SEPaRaTE aNNUaL FINaNCIaL STaTEMENTS

The consolidated and separate annual financial statements of African & Overseas Enterprises Limited as identified in the first paragraph, were approved by the board of directors on 18 September 2012 and signed by ML Krawitz Chairman PE Shub Chief executive officer
Company secretarys certificate

I certify that African & Overseas Enterprises Limited has filed all returns and notices as required by a public company in terms of the Companies Act, of South Africa and that all such returns and notices appear to be true, correct and up to date. SM Lawrence Company secretary 18 September 2012
21
Directors report
CORPORaTE GOVERNaNCE
The directors subscribe to the principles of corporate governance as set out in the third King Report on Governance for South Africa 2009 (King III). Specific disclosure requirements are dealt with on pages 14 to 17 of this integrated annual report. The directors have recommended a distribution of 35 cents per share (2011: 32 cents) on the ordinary and N ordinary shares. Shareholders will be asked to approve this recommendation of the board at the annual general meeting of the company to be held on 14 November 2012.
SUBSIDIaRIES
The required information relating to subsidiary companies is set out in note 2 to the annual financial statements.
NaTURE OF BUSINESS
African & Overseas Enterprises Limited (the company) is a holding company listed on the JSE Limited under the Sector: Consumer Services Retail General Retailers Apparel Retailers. The business of the company is that of a holding company in that the company holds 72.62% of the ordinary shares and 51.94% of the N ordinary shares of Rex Trueform Clothing Company Limited (Rex Trueform). The subsidiary, Rex Trueform, continued its activity of retailing clothing and fashion accessories in South Africa and the franchising of Queenspark retail stores in Namibia and Botswana. Rex Trueform has embarked on the development of its property portfolio. The groups approach to development of its properties is a conservative one, having regard to prevailing financial and market conditions.
INVESTMENTS
Full details of the companys investments are set out in notes 5 and 6 to the annual financial statements of Rex Trueform Clothing Company Limited.
DIRECTORaTE
The names of the directors of the company are reflected on pages 12 and 13 of this integrated annual report. The following changes in the composition of the board of directors occurred during the year:
Director
PM Naylor RW Rees CEA Radowsky
Event
Retired by rotation Reappointed Retired by rotation Reappointed Retired by rotation Reappointed
Date
16 November 2011 16 November 2011 16 November 2011 16 November 2011 16 November 2011 16 November 2011
FINaNCIaL RESULTS
The financial results of the company and the group for the year are set out in the annual financial statements accompanying this integrated annual report.
RV Orlin, DS Johnson and PE Shub retire at the annual general meeting in accordance with the Articles of Association but, being eligible, offer themselves for re-election. The emoluments of the executive and non-executive directors are set out in note 12 to the annual financial statements.
SHaRE CaPITaL
The share capital of the company, both authorised and issued, is set out in note 5 to the annual financial statements.
DIVIDENDS
Details of dividends paid during the year are as follows: Dividends on ordinary and N ordinary shares: No. 59 on ordinary shares No. 17 on N ordinary shares Dividends on 6% cumulative preference shares: No. 152 for half-year to 31 December 2011 No. 153 additional dividend No. 154 for half-year to 30 June 2012 16 136 16 3 812 16 116 16 3 336 400 3 244 350 2 838 2012 R000 2011 R000
DIRECTORS INTEREST IN SHaRES

The interest of directors in the shares of the company at 30 June 2012, as recorded in the register thereof kept by the company was: Beneficial 30 June 2012 30 June 2011
Ordinary and N ordinary shares Held directly:

PE Shub CEA Radowsky 36 281 263 36 544 36 281 263 36 544
Held indirectly:
* The Stewart and Pat Shub Family Trust 1 394 101 1 394 101
* The beneficiaries of the Stewart and Pat Shub Family Trust (the Trust) include Ms PE Shub and Ms CEA Radowsky.
22
The company had not been advised of any changes in holdings between 30 June 2012 and the date of approval of the financial statements by the board of directors.
SPECIaL RESOLUTIONS
A special resolution was passed on 16 November 2011, which authorised the company and/or its subsidiaries by way of a general authority to acquire its own issued shares on such terms and conditions and in such amounts determined from time to time by the directors of the company. At the next annual general meeting to be held on 14 November 2012, shareholders will be asked to renew the above general authority to acquire issued shares. A further special resolution was passed on 16 November 2011, approving the remuneration to be paid to non-executive directors of the company for the financial year ending 30 June 2012. At the next annual general meeting, to be held on 14 November 2012, shareholders will be asked to approve the remuneration to be paid to non-executive directors for the upcoming financial year.
EMPLOYEE SHaRE INCENTIVE SCHEME

The Rex Trueform Share Trust was created in 1997 and was issued with 500 000 N ordinary shares in Rex Trueform to facilitate an employee share incentive scheme. Subsequent capitalisation share awards totalling 56 798 N ordinary shares were received and placed in reserve in the Trust. The purpose of this scheme is to afford eligible full-time employees, including directors holding full-time salaried employment or office in the company or any of its subsidiaries, the opportunity to acquire an interest in the share capital of Rex Trueform. Since inception of the Trust payment and delivery has been effected in respect of 445 420 N ordinary shares which were acquired by the Trust. As at the beginning of the financial period under review, options in respect of 175 450 N ordinary shares held by the Trust had been granted to employees and exercised on a deferred delivery basis, and the Trust held no shares in reserve for future utilisation. As at 30 June 2012 options have been exercised in respect of 111 378 N ordinary shares in total, 51 018 of which have been exercised by directors of the company. Full details of options granted and exercised are reflected in note 21.2 to the annual financial statements of Rex Trueform.
SECRETaRY
On 16 April 2012 SM Lawrence replaced AA Hodgkinson as company secretary. The secretarys business and postal address is that of the companys registered office as shown on page 13 of this integrated annual report.
EVENTS SUBSEQUENT TO THE REPORTINg DaTE

No events material to the understanding of this integrated annual report, have occurred between the financial yearend and the date hereof.
23
Audit committee report

for the year ended 30 June 2012
The audit committee (the committee) is pleased to present its report to the shareholders of African & Overseas Enterprises Limited (AOE) for the nancial year ended 30 June 2012.
INTRODUCTION
This report is in compliance with the requirements of the Companies Act No. 71 of 2008 (the Companies Act) and the King Report on Governance for South Africa 2009 (King III).
Internal control and internal audit

Duties and responsibilities of the committee with regard to internal control and internal audit include the following: to review the effectiveness of the groups systems of internal control, including financial control and risk management, and to ensure that effective internal control systems are maintained; to ensure the adequacy and effectiveness of the groups systems of internal control; to monitor and supervise the effective functioning and performance of the internal auditors; to review and approve the annual internal audit plan and the internal audit charter; and to ensure that the scope of the internal audit function has no limitations imposed by management and that there is no impairment on its independence.
AUDIT COMMITTEE MANDATE

The committee is governed by formal terms of reference which regulate the committees functioning, processes and procedures. The committee performs the audit committee functions required for the company and its subsidiaries in terms of section 94 of the Companies Act.
ROLE OF THE COMMITTEE General

The primary role of the committee is to assist the board of Rex Trueform in discharging its responsibilities with regard to safeguarding assets, maintaining adequate accounting records, developing and maintaining an effective system of internal control and the governance of risk.
Finance function
The committee is tasked to consider the appropriateness of the expertise and experience of the financial director and to satisfy itself as to the expertise, resources and experience of the finance function generally.
External auditors
Duties and responsibilities of the committee with regard to the external auditors include the following: to recommend and monitor the independence, effectiveness, and performance of the external auditors; to obtain assurance that adequate accounting records are being maintained and appropriate accounting principles are in place which have been consistently applied; to recommend the appointment of the external auditors on an annual basis; to approve the audit fee and fees in respect of any non-audit services; to review and approve the external audit plan; and to ensure that the scope of the external audit has no limitations imposed by management and that there is no impairment to the independence of the external auditor.
Financial results
The committee has the following duties in respect of the financial results: to consider any accounting treatments, significant unusual transactions, or accounting judgements that could be contentious; to review the integrated report, as well as annual financial statements, interim reports, preliminary reports or other financial information prior to submission and approval by the board; and to provide, as part of the integrated report, a report by the audit committee.
24
COMPOSITION AND ATTENDANCE AT MEETINGS

The committee is comprised of three independent nonexecutive directors and is chaired by Patrick Naylor. The committee held two meetings during the 2012 financial year and attendance was as follows: Name of member Qualifications 05/09/2011 06/03/2012 PM Naylor BSc (Eng) RV Orlin BA (Econ) Wits RW Rees BSc (Econ) (Hons), FCA Following each meeting, the chairman of the audit committee provided a report to the board summarising the committees deliberations and recommendations. Audit committee minutes are circulated to all directors. The chief executive officer, the financial director, the head of internal audit, the company secretary and the external auditors regularly attend meetings at the invitation of the committee. Members of executive management are invited to attend meetings where required. Details of fees paid to audit committee members are disclosed in the remuneration report, on page 28 of the Rex Trueform integrated annual report.
Meeting dates and agenda are agreed in advance and each meeting is preceded by the distribution to each attendee of an audit committee pack comprising: a detailed agenda; the minutes of the previous meeting; the external auditors report; the internal audit report; the enterprise risk management report; and any other relevant documentation.
SPECIFIC RESPONSIBILITIES Internal financial control

The committee is of the opinion that the internal financial controls of the company are effective and form the basis for the preparation of reliable financial statements in respect of the year under review.
Compliance
No material breaches of any laws or legislation, nor material breaches of internal controls or procedures, came to the attention of the committee during the 2012 financial year.
Risk management
Whilst the board is ultimately responsible for the maintenance of an effective risk management process, the audit committee, together with the risk committee, assists the board in assessing the adequacy of the risk management process. The audit committee fulfils an oversight role regarding financial reporting risks, internal financial controls, fraud risk as it relates to financial reporting and information, and information technology risks as they relate to financial reporting. During the course of the 2012 financial year, the committee considered the risk management approach, as well as key control risks, and the committee is of the view that the approach is relevant and that all key control risks are being adequately addressed by management. Further detail on the risk management approach and process is included in the corporate governance and risk reports of Rex Trueform Clothing Company Limited.
RE-ELECTION OF COMMITTEE MEMBERS

The re-election of the following independent nonexecutive directors has been recommended by the nomination committee and will be proposed to shareholders at the forthcoming annual general meeting: PM Naylor RW Orlin RW Rees The chairman of the committee will be appointed from within the committee.
COMMITTEE FUNCTIONING
The committee has in the past met twice per year, with the main focus of each respective meeting being as follows: approval of annual results (in September each year); and approval of interim results (in March each year).
25
Audit committee report continued

EXTERNAL AUDITORS
The groups external auditors are KPMG Inc., and the designated partner is Mr H du Plessis. The external auditor is afforded unrestricted access to the groups records and to management. Any significant issues arising from the annual audit are brought to the committees attention. The committee confirmed the appointment of KPMG Inc. as the groups external auditor for the past year and approved the terms of engagement and fees to be paid. The nature and extent of any non-audit services which the external auditor provides to the company have been agreed by the committee. Due consideration has been given to the independence of the external auditor and in this regard the committee is satisfied that KPMG Inc. is independent of the group and management, and is therefore able to express an independent opinion of the groups annual financial statements. The committee has nominated, for approval at the annual general meeting, KPMG Inc. as the external auditor, and Mr I Jeewa as the designated auditor, for the 2013 financial year. assurance on the sustainability information contained in this report, and concluded that obtaining independent external assurance in respect thereof would not be of additional benefit to stakeholders. The committee has considered the information disclosed in the integrated annual report and has assessed its consistency with the annual financial statements. The committee is satisfied that the information is in no way contradictory to that disclosed in the annual financial statements. The committee recommended the approval of the integrated annual report to the board.
EXPERTISE OF FINANCIAL DIRECTOR AND FINANCE FUNCTION

The committee has considered the appropriateness of the expertise and experience of the financial director and the finance function. In this regard, the committee is of the view that Mr Damian Johnson, the financial director, possesses the appropriate expertise and experience to fulfil his responsibilities in that position. The committee furthermore considers that the expertise, resources and experience of the finance function are appropriate to the nature, complexity and size of the groups operations. PM Naylor Audit committee chairman 18 September 2012
FINANCIAL STATEMENTS
The committee has reviewed the financial statements of the company and the group and is satisfied that they comply with International Financial Reporting Standards, the AC 500 Standards and the requirements of the Companies Act.
INTEGRATED REPORT
The committee fulfils an oversight role in respect of the groups integrated annual report. In this regard the committee gave due consideration to the need for
26
Independent auditors report

to the shareholders of African & Overseas Enterprises Limited
REPORT ON THE FINaNCIaL STaTEMENTS
We have audited the consolidated and separate annual financial statements of African & Overseas Enterprises Limited, which comprise the statements of financial position at 30 June 2012, and the statements of comprehensive income, changes in equity and cash flows for the year then ended, and the notes to the financial statements which include a summary of significant accounting policies and other explanatory notes, as set out on pages 28 to 45. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, these financial statements present fairly, in all material respects, the consolidated and separate financial position of African & Overseas Enterprises Limited at 30 June 2012, and its consolidated and separate financial performance and consolidated and separate cash flows for the year then ended in accordance with International Financial Reporting Standards and the requirements of the Companies Act of South Africa.
Directors responsibility for the financial statements

The companys directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and the requirements of the Companies Act of South Africa, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
Other reports required by the Companies Act

As part of our audit of the financial statements for the year ended 30 June 2012, we have read the directors report, the audit committees report and the company secretarys certificate for the purpose of identifying whether there are material inconsistencies between these reports and the audited financial statements. These reports are the responsibility of the respective preparers. Based on reading these reports we have not identified material inconsistencies between these reports and the audited financial statements. However, we have not audited these reports and accordingly do not express an opinion on these reports. KPMG Inc. Registered Auditor Per Henry du Plessis Chartered Accountant (SA) Registered Auditor Director 18 September 2012 MSC House Mediterranean Street Cape Town 8001
Auditors responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entitys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
27
Statements of nancial position as at 30 June 2012

GROUP
Note ASSETS 2012 R000 2011 R000
COMPANY
2012 R000 2011 R000
Non-current assets
Property, plant and equipment Investment property Intangible assets Investment in subsidiary companies Other investments Deferred taxation 2 74 910 5 662 4 510 524 4 657 90 263 69 328 5 776 1 455 576 4 196 81 331 71 099 21 562 2 050 148 869 243 580 324 911 17 400 17 400 15 95 110 17 510 17 400 17 400 15 20 35 17 435
Current assets
Inventories Trade and other receivables Forward exchange contracts Income tax receivable Cash and cash equivalents 4 3 61 881 11 700 1 072 2 795 161 279 238 727 328 990
Total assets EQUITY AND LIABILITIES Equity

Ordinary share capital Preference share capital Share premium Share-based payment reserve Other reserves Retained earnings Equity attributable to equity holders Non-controlling interest 6 5 5
650 550 6 076 301 234 146 524 154 335 126 416 280 751
650 550 6 076 275 263 139 194 147 008 119 934 266 942 3 996 9 577 747 14 320 467 42 461 602 119 43 649 324 911
650 550 6 616 8 797 16 613 16 613 720 720 177 177 17 510
650 550 6 616 8 413 16 229 16 229 745 745 282 178 1 461 17 435
Total equity Non-current liabilities

Post-retirement liability Accrued operating lease liability Deferred taxation 7
3 101 11 150 1 430 15 681
Current liabilities
Accounts payable to subsidiary companies Provisions Trade and other payables Forward exchange contracts Income tax payable 8 2 32 534 24 32 558 328 990
Total equity and liabilities
28
Statements of comprehensive income for the year ended 30 June 2012

GROUP
Note 2012 R000 541 310 530 593 (246 182) 284 411 (97 915) (76 447) (21 338) (66 296) 1 526 1 038 11 13 24 979 13 8 140 (331) 32 801 14 (10 713) 22 088 22 088 2011 R000 518 506 508 078 (221 987) 286 091 (91 982) (70 729) (15 595) (66 306) 605 1 009 43 093 12 8 802 (367) 51 540 (16 117) 35 423 3 135 38 558
COMPANY
2012 R000 5 895 (400) (1 238) (1 638) 5 888 7 (59) 4 198 (2) 4 196 4 196 2011 R000 4 533 (310) (1 000) (1 310) 4 529 4 (65) 3 158 (1) 3 157 3 157
CONTINUING OPERATIONS Revenue

Turnover Cost of sales 10
Gross profit
Employment costs Occupancy costs Depreciation and amortisation Other operating costs Rental income Royalties
Operating profit/(loss)
Dividends received Interest income Interest expense
Profit before tax

Income tax expense
Profit for the year from continuing operations Profit from discontinued operation (net of income tax) Profit for the year Other comprehensive income
Net change in fair value of available-for-sale financial assets
(52) 22 036 11 246 168 11 414 10 674 22 088 11 217 168 11 385 10 651 22 036 15 98.8 98.8
38 558 20 562 148 20 710 17 848 38 558 20 562 148 20 710 17 848 38 558 180.6 165.3 15.3
4 196 4 028 168 4 196 4 196 4 028 168 4 196 4 196
3 157 3 009 148 3 157 3 157 3 009 148 3 157 3 157
Total comprehensive income for the year Profit attributable to:

Ordinary and N ordinary shareholders of the parent Preference shareholders Profit attributable to equity holders of the parent Non-controlling interest
Profit for the year Total comprehensive income attributable to:

Ordinary and N ordinary shareholders of the parent Preference shareholders Profit attributable to equity holders of the parent Non-controlling interest
Total comprehensive income for the year Basic earnings per ordinary share (cents)
Continuing operations Discontinued operation
29
Statements of changes in equity

Ordinary share capital R000 Preference share capital R000 550 550 550 550 550 550 Share premium R000 6 076 6 076 6 076 6 616 6 616 6 616
GROUP Balance as at 30 June 2010 Total comprehensive income for the year
Profit for the year
650 650 650 650 650 650
Total comprehensive income for the year Contributions by and distributions to owners recognised directly in equity
Preference dividends Ordinary dividends Share-based payment expense Subsidiary shares repurchased Proceeds from delivery of employee share options Change in degree of control
Total contributions by and distributions to owners recognised directly in equity Balance as at 30 June 2011 Total comprehensive income for the year
Profit for the year
Other comprehensive income for the year

Fair value adjustment of available for sale financial assets
Preference dividends Ordinary dividends Share-based payment expense Proceeds from delivery of employee share options Change in degree of control
Total contributions by and distributions to owners recognised directly in equity Balance as at 30 June 2012 COMPANY Balance as at 30 June 2010 Total comprehensive income for the year
Profit for the year
Preference dividends Ordinary dividends
Total contributions by and distributions to owners recognised directly in equity Balance as at 30 June 2011 Total comprehensive income for the year
Profit for the year
Preference dividends Ordinary dividends
Total contributions by and distributions to owners recognised directly in equity Balance as at 30 June 2012
30
Other reserve R000 263 263 (29) (29) 234
Share-based payments reserve R000 237 38 38 275 26 26 301
Retained earnings R000 122 299 20 710 20 710 (148) (3 189) (6) 251 (723) (3 815) 139 194 11 414 11 414 (168) (3 644) 171 (443) (4 084) 146 524 8 593 3 157 3 157 (148) (3 189) (3 337) 8 413 4 196 4 196 (168) (3 644) (3 812) 8 797
Noncontrolling interest R000 104 799 17 848 17 848 (17) (3 647) 30 (5) 203 723 (2 713) 119 934 10 674 (23) 10 651 (17) (4 754) 21 138 443 (4 169) 126 416
Total R000 234 874 38 558 38 558 (165) (6 836) 68 (11) 454 (6 490) 266 942 22 088 (52) 22 036 (185) (8 398) 47 309 (8 227) 280 751 16 409 3 157 3 157 (148) (3 189) (3 337) 16 229 4 196 4 196 (168) (3 644) (3 812) 16 613
31
Statements of cash ows

GROUP
Note 2012 R000 43 793 4 874 48 667 8 140 (331) 16.3 16.4 16.4 (8 583) 13 (10 258) (1 073) 36 575 (30 115) 229 5 412 (24 474) 309 309 12 410 148 869 4 161 279 2011 R000 65 291 (11 619) 53 672 8 802 (367) (7 001) 12 (17 004) (826) 37 288 (31 191) 672 (30 519) 454 (11) 443 7 212 141 657 148 869
COMPANY
2012 R000 (1 663) (283) (1 946) 7 (59) (3 812) 5 888 (3) 75 75 20 95 2011 R000 (1 336) 201 (1 135) 4 (65) (3 337) 4 529 (2) (6) (6) 26 20
Cash flows from operating activities

Operating profit before working capital changes Working capital changes 16.1 16.2
Cash generated by operating activities

Interest income Interest expense Dividends paid Dividends received Normal tax paid Secondary tax on companies paid
Net cash inflows/(outflows) from operating activities Cash flows from investing activities
Additions to property, plant and equipment Proceeds from disposal of property, plant and equipment Proceeds from disposal of discontinued operation
Net cash outflows from investing activities Cash flows from financing activities
Proceeds on delivery of shares by share trust Subsidiary shares repurchased
Net cash inflows from financing activities Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
32
Notes to the annual nancial statements

1.
Except as presented below, the accounting policies and notes to the annual financial statements and consolidated annual financial statements for African & Overseas Enterprises Limited are identical to those disclosed for Rex Trueform Clothing Company Limited on pages 53 to 83 of its integrated annual report. ISSUED CAPITAL R SHAREHOLDING % SHARES AT COST 2012 R000 2011 R000
INDEBTEDNESS 2012 R000 2011 R000
2.
INVESTMENT IN SUBSIDIARY COMPANIES Rex Trueform Clothing Company Limited

Ordinary shares N ordinary shares 6% cumulative preference shares Current account payable* 1 452 903 44 341 280 000 72.62 51.94 0.59 2 187 15 212 1 17 400 2 187 15 212 1 17 400 (282) (282)
* This current account is unsecured, interest free and is settled during the normal trading cycle of the company. The interest of the company in the profits after taxation of its subsidiaries for the year is as follows: Aggregate profits 13 106 22 020 Further indirect subsidiaries are set out in note 5 to the Rex Trueform Clothing Company annual financial statements.
GROUP
2012 R000 2011 R000 590 7 152 2 448 10 190 5 203 6 169 21 562
COMPANY
2012 R000 2011 R000
3.
TRADE AND OTHER RECEIVABLES

Trade receivables Prepayments Other receivables Trade and other receivables from continuing operations Trade and other receivables discontinued operation Proceeds receivable on sale of discontinued operation At the end of the year The carrying amount of financial assets represents the maximum credit exposure. 1 026 7 993 2 681 11 700 11 700
4.
CASH AND CASH EQUIVALENTS

Bank balances Call deposits At the end of the year 19 340 141 939 161 279 12 793 136 076 148 869 95 95 20 20
33
Notes to the annual financial statements continued

GROUP
2012 R000 2011 R000
COMPANY
2012 R000 2011 R000
5.
SHARE CAPITAL Authorised share capital Ordinary shares

1 250 000 ordinary shares of 50 cents each 20 000 000 N ordinary shares of 0.25 cent each 625 50 675 625 50 675 625 50 675 625 50 675
Preference shares
275 000 6% cumulative participating preference shares of R2 each 550 1 225 550 1 225 550 1 225 550 1 225
Total authorised share capital Issued share capital Ordinary shares

1 250 000 ordinary shares of 50 cents each 10 137 441 N ordinary shares of 0.25 cent each
625 25 650
625 25 650
625 25 650
625 25 650
Preference shares
275 000 6% cumulative participating preference shares of R2 each 550 1 200 550 1 200 550 1 200 550 1 200
Total issued share capital

The unissued shares are under the control of the directors until the annual general meeting.
6.
OTHER RESERVES
Revaluation of share investment At the end of the year 234 234 263 263
34
7.
POST-RETIREMENT LIABILITY
Employees participate in defined contribution retirement funds which are subject to the Pension Funds Act No. 24 of 1956 as amended. These funds exist for the purpose of providing retirement benefits for employees and are funded by member contributions and employer contributions which are charged to profit or loss as they are incurred. The group provides medical aid and pension gratuities in respect of certain retired employees. No current employees will receive a gratuity after retirement. The latest valuation of the obligation was performed as at 30 June 2012 at which time there were 21 members receiving benefits. The obligation is unfunded.
GROUP
2012 R000 Reconciliation of liability At the beginning of the year (Profit)/loss amount Benefits paid At the end of the year Amount included in profit or loss Interest cost Actuarial (gain)/loss 319 (791) (472) The following assumptions have been used in the valuation of the obligation: Discount rate Medical aid contribution inflation Salary and related benefit inflation 2012 R000 7.8% 6.8% 5.8% 2011 R000 8.5% 7.5% 6.5% 2010 R000 350 (28) 322 3 996 (472) (423) 3 101 4 122 322 (448) 3 996 2011 R000
COMPANY
2012 R000 745 69 (94) 720 59 10 69 2011 R000 771 64 (90) 745 65 (1) 64
7.8% 6.8% 5.8% 2009 R000
8.5% 7.5% 6.5% 2008 R000
GROUP Historical information

Present value obligation 3 101 3 996 4 122 4 122 4 277
COMPANY Historical information

Present value obligation 720 745 771 790 778
GROUP
2012 R000 2011 R000 11 728 2 112 25 509 39 349 3 112 42 461
COMPANY
2012 R000 177 177 177 2011 R000 178 178 178
8.
TRADE AND OTHER PAYABLES

Trade payables Accrued operating lease liability Other payables and accruals Trade and other payables from continuing operations Trade and other payables discontinued operation At the end of the year 10 249 377 21 908 32 534 32 534
35

9. FINANCIAL INSTRUMENTS 9.1 Fair values
The carrying values of financial assets and financial liabilities together with the carrying amounts shown in the statements of financial position, are as follows:
GROUP Carrying amount

2012 R000 Available-for-sale financial assets Cash and cash equivalents Trade and other payables Forward exchange contracts 524 3 707 161 279 (27 746) 1 072 138 836 Receivables 2011 R000 576 14 410 148 869 (36 207) (602) 127 046
COMPANY
2011 R000 20 (178) (158)
Carrying amount
2012 R000 95 (177) (82)
Valuation of financial instruments

The group measures fair values using the following fair value hierarchy that reflects the significance of each input used in making these measurements:
Level 1: Quoted market price (unadjusted) in an active market for an identical instrument. Level 2: Valuation techniques based on observable inputs, either directly (i.e. as prices) or indirectly (i.e. derived
from prices). This category includes instruments valued using: quoted market prices in active markets for similar instruments; quoted prices for identical or similar instruments in markets that are considered less than active; or other valuation techniques where all significant inputs are directly or indirectly observable from market data.
Level 3: Valuation techniques using significant unobservable inputs. This category includes all instruments where
the valuation technique includes inputs not based on observable data and the observable inputs have a significant effect on the instruments valuation. This category includes instruments that are valued based on quoted prices for similar instruments where significant unobservable adjustments or assumptions are required to reflect differences between the instruments. Level 1 R000 Other investments Forward exchange contract Level 2 R000 1 072 1 072 Level 3 R000 524 524 Total R000 524 1 072 1 596
Fair value of other investments was based on the latest market price of the invested shares. Fair value of the forward exchange contract was determined by comparing the contracted forward rate to the present value of the current forward rate of an equivalent contract with the same maturity date. Other investments R000 576 (52) 524
Level 3 reconciliation Opening balance

Loss included in other comprehensive income
Closing balance
36
9.
FINANCIAL INSTRUMENTS (continued) 9.2 Credit risk

The risk arising on accounts receivable is managed through a stringent group policy on the granting of credit limits along with continual review and monitoring of these limits. Credit risk is minimised through an initial new client acceptance procedure whereby potential customers are individually assessed before an appropriate credit limit is allocated to them. The material recurring trade debtors related to receivables are due from franchise stores and rentals due from third party tenants, as detailed below. Credit risk is managed by applying strict payment terms and monitoring of any overdue amounts. There are also securities in place for each franchisee in the form of bank guarantees, and personal suretyships signed by the individual franchisees. Listings of overdue customer balances are reviewed monthly against their credit terms/limits. Any customer exceeding their credit terms/limits must settle their overdue balances before further credit is extended. Appropriate action is taken to recover long overdue debts. An impairment provision is raised if there is objective evidence that the outstanding debt may not be collectible. The credit risk on cash and cash equivalents is managed through dealing with well-established financial institutions with high credit standings.
GROUP
2012 R000 2011 R000
COMPANY
2012 R000 2011 R000
Exposure to credit risk

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was: Trade receivables Other receivables Trade and other receivables discontinued operations Proceeds receivable on sale of discontinued operations Cash and cash equivalents The maximum exposure to credit risk for trade receivables at the reporting date by type of customer was: Rentals to be received from tenants Amounts receivable from franchisees Wholesale customers
1 026 2 681 161 279 164 986
590 2 448 5 203 6 169 148 869 163 279
95 95
20 20
254 772 1 026
29 505 5 259 5 793 COMPANY
GROUP Gross 2012 Impairment 2012 Gross 2011 Impairment 2011 Gross 2012
Impairment 2012
Gross 2011
Impairment 2011
Impairment losses
The ageing of trade receivables at the reporting date was: Not past due Past due 0 30 days Past due 31 60 days Past due > 61 days 928 141 7 1 076 (43) (7) (50) 5 360 443 36 374 6 213 (131) (38) (2) (249) (420)
37

GROUP
2012 R000 2011 R000
COMPANY
2012 R000 2011 R000
9.
FINANCIAL INSTRUMENTS (continued) 9.2 Credit risk (continued)

The movement in the impairment allowance in respect of trade receivables during the year was as follows: Balance at the beginning of the year Impairment loss (reversed)/recognised Balance as at the end of the year 420 (370) 50 100 320 420
9.3 Liquidity risk

Liquidity risk is the risk that the group will not be able to meet its financial obligations as they fall due. The groups approach to managing liquidity risk is to ensure that sufficient liquidity is available to meet its liabilities when due. The risk is managed through cash flow forecasts and the optimisation of daily cash management. Note 17 of the Rex Trueform Clothing Company Limited annual financial statements discloses cash flows relating to future non-cancellable minimum lease rentals. The expected cash flow related to the trade payables and other payables and accruals will occur as follows: Trade payables Other payables and accruals Trade and other payables discontinued operation Contractual cash flows Less than one year 10 249 21 908 32 157 32 157 11 728 25 509 3 112 40 349 40 349 177 177 177 178 178 178
The expected cash flows related to forward exchange contracts will occur as follows: Carrying amount Contractual cash flows Less than one year (1 072) 53 460 53 460 602 39 330 39 330
9.4 Interest rate risk

The financial assets that are sensitive to interest rate risk are cash and cash equivalents. The risk is managed by maintaining an appropriate mix of fixed and daily call placements with reputable financial institutions. The interest rates applicable to these financial instruments are keenly negotiated and generally vary in response to the prime overdraft rate. Current effective interest rate is 5.3% (2011: 5.3%). Floating rate financial assets include cash at bank and cash equivalents. The group has no fixed rate financial assets or liabilities.
Sensitivity analysis
A 1% movement in the effective interest rate would have increased equity and profit or loss by the amounts shown below. This analysis assumes all other variables remain constant. The analysis is performed on the same basis for 2011. Profit or loss R000
30 June 2012
30 June 2011
1 613 1 489
38
9.
FINANCIAL INSTRUMENTS (continued) 9.5 Currency risk

The group incurs currency risk as a result of transactions which are denominated in a currency other than the group entitys functional currency. The settlement of these transactions takes place within a normal business cycle. The group has policies for the management of foreign currency risks. No uncovered foreign exchange commitments exist at reporting date. This risk is covered by entering into forward foreign exchange contracts. These contracts are matched with anticipated future cash outflows in foreign currencies. The group does not use forward foreign exchange contracts for speculative purposes. No hedge accounting is applied. The currency in which the group primarily deals is US dollars.
GROUP
2012 R000 Included in trade payables: Foreign suppliers USD 4 106 8 121 2011 R000
COMPANY
2012 R000 2011 R000
The principal or contract amounts of foreign exchange contracts outstanding at reporting date relating to specific items appearing on the statement of financial position were: Foreign amount 000 6 600 5 750 Average forward cover rate R8.10 R6.84 Rand amount 000 53 460 39 330
Currency 2012 Imports

2011 Imports US dollar US dollar
The following significant exchange rates applied during the year: Average rate 2012 US dollar R7.77 2011 R7.09 30 June spot rate 2012 R8.19 2011 R6.85
Sensitivity analysis
A 10% percent strengthening/weakening in the rand against the US dollar at 30 June would have increased/(decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. The analysis is performed on the same basis for 2011. Profit or loss R000
30 June 2012
US dollar 30 June 2011 US dollar 3 933 5 346
39

GROUP
2012 R000 2011 R000 508 078 605 8 802 12 1 009 518 506
COMPANY
2012 R000 7 5 888 5 895 2011 R000 4 4 529 4 533
10. REVENUE
Turnover Rental income Interest income Dividends received Royalties 530 593 1 526 8 140 13 1 038 541 310
11. OPERATING PROFIT/(LOSS) IS STATED AFTER THE FOLLOWING:

Duty credit certificate benefit 25 (70) 30 65 (4 737) (3 665) (1 072) 807 18 395 173 605 17 617 2 136 72 873 72 860 13 (162) 1 943 10 144 1 545 270 7 319 432 578 87 771 84 905 47 3 610 (791) 97 915 plant, vehicles and equipment (14 301) 935 (118) 1 030 23 4 734 4 132 602 1 406 14 189 155 560 13 474 67 192 67 138 54 746 2 123 9 449 1 197 224 6 430 349 1 249 82 533 78 805 68 3 688 (28) 91 982 1 128 390 390 10 10 400 895 310 310 310
Expenses
Net loss/(profit) from disposal of plant and equipment plant equipment and shopfitting vehicles Net foreign exchange loss/(gain) realised unrealised Amortisation Depreciation land and buildings vehicles equipment and shopfittings Impairment loss on equipment and shopfittings Leasing charges operating leases properties Lease amortisation Managerial, technical, administrative and secretarial fees
Employment costs
Directors emoluments non-executive for services as directors executive for other services paid for managerial services retirement fund contributions bonuses and performancerelated payments
Other employment costs Employee costs other Share-based payment expense Retirement funding costs Post-retirement liability actuarial (gain)/loss
Total employment costs
40
Directors fees (R000)
Bonuses and performancerelated Basic salary payments (R000) (R000)
Value of other benefits5 (R000)
Retirement fund contributions (R000)
Fees for other services6 (R000)
Total 2012 (R000)
IFRS 2 Total expense 2012 2011 (R000) (R000)
12. DIRECTORS EMOLUMENTS Executive directors

DS Johnson4 JC OBrien1 CEA Radowsky PE Shub2
3
1 230 682 2 965 1 539 6 416
111 53 275 139 578
12 221 461 209 903
92 222 118 432
1 445 956 3 923 2 005 8 329
1 423 692 4 064 1 849 8 028
15 5 20
Non-executive directors
ML Krawitz4 PM Naylor RV Orlin4 RW Rees
4 4
735 290 260 260 1 545 1 545 390 1 155 1 545
6 416 6 416 6 416
578 578 578
903 903 903
432 432 432
105 65 50 50 270 270 270 270
840 355 310 310 1 815 10 144 390 9 754 10 144
800 276 276 69 1 421 9 449 310 9 139 9 449
20
Total Summary
Paid by company Paid by subsidiary company
1 2
Director on the board of the Rex Trueform Clothing Company Limited and Queenspark Proprietary Limited.
Director on the board of African & Overseas Enterprises Limited and Queenspark Proprietary Limited. 3 Director on the board of the African & Overseas Enterprises Limited, Rex Trueform Clothing Company Limited, Queenspark Proprietary Limited and Queenspark Distribution Centre Proprietary Limited.
4
Director on the Board of African & Overseas Enterprises Limited, Rex Trueform Clothing Company Limited and
Queenspark Proprietary Limited.
Other benefits include use of a company car, other benefits, company contributions to medical aid schemes and insurance policies paid on behalf of the directors. These are fees rendered in respect of the audit and retirement fund committees.
GROUP
2012 R000 2011 R000 12 12
COMPANY
2012 R000 5 888 5 888 2011 R000 4 529 4 529
13. DIVIDENDS RECEIVED

Dividends from subsidiaries Dividends from investments 13 13
41

GROUP
2012 R000 2011 R000 14 481 14 481 810 810 15 291 826 16 117 % 28.0 1.6 0.1 1.6 31.3
COMPANY
2012 R000 2 2 2 2 % 28.0 (39.3) 11.3 (0.0) 2011 R000 1 1 1 1 % 28.0 (40.2) 12.2 (0.0)
14. INCOME TAX EXPENSE

South African normal tax current year prior year Deferred tax current year prior year Total normal tax Secondary tax on companies 9 418 9 273 145 222 463 (241) 9 640 1 073 10 713 % 28.0 (1.0) 2.4 0.2 0.1 3.3 (0.3) 32.7
Reconciliation of South African normal tax rate

Statutory tax rate Exempt income Expenses disallowed non-deductible expenses Change in capital gains tax rate Capital gains tax Secondary tax on companies Prior year adjustments Effective tax rate
15. EARNINGS PER SHARE

Basic earnings per share is derived by dividing profit for the year attributable to ordinary and N ordinary shareholders of the parent by the weighted average number of ordinary shares. 2012 R000 2011 R000 20 562 18 828 1 734 372 (68) 20 866 19 200 1 666
Basic and headline earnings per ordinary share

Profit attributable to equity holders Continuing operations Discontinued operation Adjusted for: Loss from disposal of property, plant and equipment Impairment loss on equipment and shopfittings Profit on sale of discontinued operation Headline earnings Continuing operations Discontinued operation 10 848 12 104 12 104 11 246 11 246
Number of shares Weighted average number of ordinary and N ordinary shares in issue Basic earnings per ordinary share (cents) Continuing operations Discontinued operation Headline earnings per ordinary share (cents) Continuing operations Discontinued operation There are no dilutionary instruments. 11 387 000 98.8 98.8 106.3 106.3 11 387 000 180.6 165.3 15.3 183.2 168.6 14.6
42
GROUP
2012 R000 2011 R000
COMPANY
2012 R000 2011 R000
16. NOTES TO THE STATEMENTS OF CASH FLOWS 16.1 Cash generated by operations
Profit before taxation Continuing operations Discontinued operation Adjusted for: Amortisation Depreciation Continuing operations Discontinued operation Impairment loss Dividends from subsidiary company Interest income Interest expense Loss on disposal of property, plant and equipment Profit on disposal of discontinued operation Dividends from investments Accrued operating lease liability Share options expensed Unrealised foreign exchange (gains)/losses Movement in provisions Decrease in post-retirement liability 32 801 32 801 807 18 395 18 395 2 136 (8 140) 331 25 (13) (162) 47 (1 072) (467) (895) 43 793 9 218 4 450 (602) (8 192) 4 874 (8 398) (160) (25) (8 583) (119) 2 050 (10 491) (10 491) 24 (2 795) (11 331) (10 258) (1 073) (11 331) 55 894 51 540 4 354 1 406 14 448 14 189 259 (8 802) 367 935 (142) (12) 746 68 602 (93) (126) 65 291 (18 191) 5 633 522 417 (11 619) (6 836) (140) (25) (7 001) (621) 1 248 (16 526) (15 307) (1 219) 119 (2 050) (17 830) (17 004) (826) (17 830) 4 198 4 198 (5 888) (7) 59 (25) (1 663) (1) (282) (283) (3 644) (152) (16) (3 812) (1) 15 (2) (2) (15) (3) (3) (3) 3 158 3 158 (4 529) (4) 65 (26) (1 336) 21 (2) 182 201 (3 189) (132) (16) (3 337) 13 (1) (1) 1 (15) (2) (2) (2)
16.2 Working capital changes

Decrease/(increase) in inventories Decrease in trade and other receivables Movement in forward exchange contracts (Decrease)/increase in trade and other payables (Decrease)/increase in amount owed to subsidiary company
16.3 Dividends paid

Dividend on ordinary and N ordinary shares Dividend on 6% cumulative preference shares paid 31 December 2011 Dividend on 6% cumulative preference shares paid 30 June 2012
16.4 Taxation paid

Amounts unpaid at the beginning of the year Amounts overpaid at the beginning of the year Amounts charged to profit or loss Continuing operations Discontinued operation Amounts unpaid at the end of the year Amounts overpaid at the end of the year Comprising: Normal tax paid Secondary taxation on companies paid
43

GROUP
2012 R000 2011 R000
17. SEGMENTAL ANALYSIS Revenue

Total external retail revenue Retail segment revenue Intersegment revenue earned from continuing operations Intersegment revenue earned from discontinued operation Total external property revenue Property segment revenue Intersegment revenue earned from continuing operations Intersegment revenue earned from discontinued operation Dividends received Interest received Segment revenue from continuing operations Total external manufacturing revenue* Manufacturing segment revenue Less: intersegment revenue Segment revenue from discontinued operation 531 631 533 815 (2 184) 1 526 5 388 (3 862) 13 8 140 541 310 541 310 28 681 28 681 1 287 1 287 (4 989) 24 979 24 979 21 113 225 21 338 21 338 509 087 511 307 (1 548) (672) 605 4 758 (3 635) (518) 12 8 802 518 506 34 990 35 067 (77) 34 990 553 496 46 906 47 578 (672) 1 331 1 849 (518) (5 144) 43 093 4 354 3 164 1 190 47 447 15 416 179 15 595 259 99 160 15 854
Total revenue Segment operating profit/(loss)

Retail segment profit continuing operations Retail segment operating profit Intersegment operating loss from discontinued operation Property segment profit continuing operations Property segment operating profit Intersegment operating loss from discontinued operation Group services operating loss continuing operations Group profit from continuing operations Manufacturing operating profit discontinued operation* Manufacturing segment operating profit Intersegment operating profit from discontinued operation
Total group operating profit Depreciation and amortisation

Retail Property Segment depreciation and amortisation from continuing operations Manufacturing discontinued operation* Included in operating expenses Included in cost of sales
Total depreciation and amortisation
44
GROUP
2012 R000 2011 R000
17. SEGMENTAL ANALYSIS (continued) Segment assets

Retail Property Group services Segment assets from continuing operations Manufacturing discontinued operation* Total segment assets 214 762 15 286 98 942 328 990 328 990 42 389 2 099 3 751 48 239 48 239 26 991 3 124 30 115 30 115 201 102 11 751 100 686 313 539 11 372 324 911 48 986 1 931 3 940 54 857 3 112 57 969 30 559 602 31 161 30 31 191
Segment liabilities
Retail Property Group services Segment liabilities from continuing operations Manufacturing discontinued operation* Total segment liabilities
Capital expenditure
Retail Property Capital expenditure from continuing operations Manufacturing discontinued operation* Total capital expenditure Finance income and expenses are not attributable to operating segments. The group has identified the following divisions as the groups reportable segments:
Retail trading division comprises the Queenspark ladieswear, J CREW, Queenspark Plus and franchise divisions Property division comprises the Rex Trueform group property portfolio, which includes both its investment properties and the properties used in operations
The board, identified as the chief operating decision-maker, reviews the results of these business divisions on a monthly basis for the purpose of allocating resources and evaluating performance. Performance is measured based on segmental operating profit, as included in the monthly management reports reviewed by the chief operating decision-maker. *T he manufacturing division was sold at the end of the previous financial year and was classified as a discontinued operation. This is no longer a reportable segment in the current financial year and has been included for comparative purposes only.
45
Shareholders information
Analysis of shareholders as at 30 June 2012
Ordinary Number of shareholders Public Insurance companies, nominees and trusts Individuals Companies and close corporations Mutual funds and pension funds Non-public Stewart and Pat Shub Family Trust Brimstone Investment Corporation Limited Directors Ceejay Trust PRS Shotter 43 8 25 10 5 1 1 2 1 48 Number of shares Public Insurance companies, nominees and trusts Individuals Companies and close corporations Mutual funds and pension funds Non-public Stewart and Pat Shub Family Trust Brimstone Investment Corporation Limited Directors Ceejay Trust PRS Shotter 100 451 31 998 29 644 38 809 1 149 549 718 000 254 026 8 600 168 923 1 250 000 Number of shares Shareholder holding in excess of 5% of share capital at 30 June 2012 Stewart and Pat Shub Family Trust Brimstone Investment Corporation Limited Ceejay Trust PRS Shotter DK Dreyer % of shareholders 89.6 16.7 52.1 20.8 10.4 2.1 2.1 4.1 2.1 100.0 % of share capital 8.0 2.6 2.4 3.0 92.0 57.4 20.3 0.7 13.6 100.0 % of share capital N ordinary Number of shareholders 128 22 81 23 2 6 1 1 3 1 134 Number of shares 1 734 328 660 096 472 715 596 869 4 648 8 403 113 676 101 3 684 257 27 944 4 014 811 10 137 441 Number of shares % of shareholders 95.5 16.4 60.4 17.2 1.5 4.5 0.7 0.7 2.4 0.7 100.0 % of share capital 17.1 6.5 4.7 5.9 82.9 6.7 36.3 0.3 39.6 100.0 % of share capital Preference Number of shareholders 35 6 27 2 2 1 1 37 Number of shares 99 550 11 900 75 850 11 800 175 450 120 400 55 050 275 000 Number of shares % of shareholders 94.6 16.2 73.0 5.4 5.4 2.7 2.7 100.0 % of share capital 36.2 4.3 27.6 4.3 63.8 43.8 20.0 100.0 % of share capital
718 000 254 026 168 923 1 140 949
57.4 20.3 13.5 91.2
676 101 3 684 257 4 014 811 8 375 169
6.7 36.3 39.6 82.6
120 400 55 050 16 800 192 250
43.8 20.0 6.1 69.9
46
Notice of annual general meeting

AFRICaN & OVERSEaS ENTERPRISES LIMITED
(Incorporated in the Republic of South Africa) (Registration number 1947/027461/06) Share codes: AOO AON ISIN: ZAE000000485 ZAE000009718 (AOE or the company) Notice is hereby given that the sixty-fifth annual general meeting of shareholders of AOE will be held in the boardroom, Rex Buildings, 263 Victoria Road, Salt River, Cape Town, on Wednesday, 14 November 2012 immediately after the annual general meeting of Rex Trueform Clothing Company Limited, which is to be held at 10:00 (which meeting AOE shareholders are invited to attend) for the purpose of dealing with such business as may be transacted at an annual general meeting and specifically to consider, and if deemed fit, to pass with or without modification, the following ordinary and special resolutions. The record date for determining which shareholders are entitled (i) to receive notice of the annual general meeting is 14 September 2012 and (ii) to participate in and vote at the annual general meeting is 2 November 2012 in terms of section 62(3)(a) as read with section 59 of the Companies Act, (Act No. 71 of 2008) (the Companies Act).
ORDINARY RESOLUTION NUMBER 4 Election of audit committee

On the recommendation of the board, to elect individually the following who are independent non-executive directors of the company and its subsidiary, as members of the group audit committee: 4.1 PM Naylor 4.2 RV Orlin 4.3 RW Rees Abbreviated curricula vitae in respect of the above directors are provided in Annexure B to this notice.
ORDINARY RESOLUTION NUMBER 5 Appointment of auditors

To reappoint KPMG Inc. (and Mr I Jeewa as the designated partner) as the auditors of the company for the ensuing year.
ORDINARY RESOLUTION NUMBER 6 Non-binding advisory vote on remuneration policy

To endorse, by way of a non-binding advisory vote, the companys remuneration policy as detailed in the remuneration report set out on page 10 of the integrated annual report. In order for the above ordinary resolutions to be adopted, the support of more than 50% (fifty percent) of the total number of votes exercisable by shareholders, present in person or by proxy, is required.
ORDINARY RESOLUTION NUMBER 1 Approval of annual financial statements

To consider and adopt the annual financial statements of the company and its subsidiaries, for the year ended 30 June 2012, together with the reports of the directors, audit committee and auditors contained therein as presented in pages 21 to 45 of the integrated annual report to which this notice is attached.
ORDINARY RESOLUTION NUMBER 2 Approval of dividend

To approve the declaration of a dividend of 35 cents per share for the year on the ordinary and N ordinary shares.
SPECIAL RESOLUTION NUMBER 1 Approval of non-executive directors fees

To approve the annual remuneration to be paid to the nonexecutive directors of the company for the period 01 July 2012 to 30 June 2014, details of which are as follows: Annual R Chairman of the board Lead independent director Director 273 000 59 000 43 000
ORDINARY RESOLUTION NUMBER 3 Re-election of directors

To re-elect individually as directors of the company the following directors, who retired in terms of the companys Articles of Association, but who are eligible and offer themselves for re-election: 3.1 Romain Victor Orlin (Independent non-executive) 3.2 Damian Steven Johnson (executive) 3.3 Patricia Eve Shub (executive) Abbreviated curricula vitae in respect of the above directors are provided in Annexure A to this notice.
47
Notice of annual general meeting continued

Reason for and effect of special resolution number 1
In terms of section 66(8) of the Companies Act the company may remunerate its directors for their services as directors. Furthermore section 66(9) provides that such remuneration may only be paid by the company in accordance with a special resolution passed by shareholders within the previous 2 (two) years. The effect of this special resolution is that the directors will be entitled to receive the fees so approved on an annual basis for the period 1 July 2012 to 30 June 2014. (i) the company and the group will be in a position to repay their debt in the ordinary course of business for a period of 12 (twelve) months from the company first acquiring securities under this general approval and subject to (f) below; (ii) the consolidated assets of the company, being fairly valued in accordance with International Financial Reporting Standards, will be in excess of the consolidated liabilities of the company at the time of the company first acquiring securities under this general approval and subject to (f) below; (iii) the ordinary capital and reserves of the company and the group will be adequate for a period of 12 (twelve) months from the company first acquiring securities under this general approval and subject to (f) below; and (iv) the available working capital will be adequate to continue the operations of the company and the group for a period of 12 (twelve) months from the company first acquiring securities under this general approval and subject to (f) below;
SPECIAL RESOLUTION NUMBER 2 General authority to acquire shares

To resolve that the company and/or any subsidiary of the company be and is hereby authorised by way of a general authority in accordance with the provisions of section 48(8)(a) of the Companies Act to acquire issued ordinary and/or N ordinary shares of the company (the securities) upon such terms and conditions and in such numbers as the directors of the company may from time to time determine, but subject to the Articles of Association of the company, the provisions of the Companies Act and the Listings Requirements of the JSE Limited, where applicable, and provided that: (a) the repurchase of securities will be effected through the main order book operated by the JSE trading system and done without any prior understanding or arrangement between the company and the counterparty; (b) this general authority shall only be valid until the companys next annual general meeting, provided that it shall not extend beyond fifteen months from the date of passing of this special resolution; (c) in determining the price at which the securities are acquired by the company in terms of this general authority, the maximum premium at which such securities may be acquired will be 10% (ten percent) of the weighted average of the market price at which such securities are traded on the JSE, as determined over the 5 (five) trading days immediately preceding the date of the acquisition of such securities by the company; (d) the acquisitions of securities in any one financial year does not exceed 20% (twenty percent) in the aggregate of the companys combined issued share capital in the securities from the date of the grant of this general authority; (e) the directors, after considering the effect of the maximum repurchase, are of the opinion that:
(f) prior to entering the market to proceed with the repurchase, the companys sponsor will have complied with its responsibilities contained in Schedule 25 of the JSE Listings Requirements; (g) the company will comply with any specific JSE Limited requirements concerning shareholder spread; (h) the company or its subsidiaries will not repurchase securities during a prohibited period as defined in paragraph 3.67 of the JSE Listings Requirements, unless there is a repurchase programme in place, the dates and quantities of securities to be repurchased during the prohibited period are fixed, and full details thereof have been disclosed in an announcement on SENS prior to commencement of the prohibited period; (i) where the company has cumulatively repurchased 3% (three percent) of the initial number of the relevant class of securities, an announcement will be made, and announcements shall likewise be made for each 3% (three percent) in aggregate of the initial number of that class acquired thereafter; and (j) the company only appoints one agent to effect any repurchase(s) on its behalf.
48
Disclosures required in terms of section 11.26 of the JSE Listings Requirements

(a) The JSE Listings Requirements require the following disclosures, some of which are disclosed in the integrated annual report of which this notice forms part, as set out below: Directors and management pages 12 and 13 Major shareholders of the company page 46 Directors interests in the company shares pages 22 and 23 Share capital of the company page 34
SPECIAL RESOLUTION NUMBER 3 Adoption of new Memorandum of Incorporation

To approve and adopt as the new Memorandum of Incorporation (MOI) of the company, the proposed MOI made available from 1 November 2012 for inspection by shareholders at the registered office of the company and at the following web address: www.rextrueform.com, the new MOI to apply in substitution for and to the exclusion of the companys existing Memorandum of Association and Articles of Association.

Special resolution number 3 is proposed to enable the company to adopt a new MOI that will be in line with the requirements of the Companies Act, the JSE Listings Requirements and any applicable legislation. In addition to the Companies Act, changes to the JSE Listings Requirements and related regulatory developments require a substantial number of changes to the existing Memorandum of Association and Articles of Association of the company. Accordingly, it is considered more appropriate to adopt the proposed new MOI than to amend the existing Memorandum of Association and Articles of Association. The effect of special resolution number 3 is that the new MOI will, with effect from the date of filing thereof with the Companies and Intellectual Property Commission, substitute the companys existing Memorandum of Association and Articles of Association in their entirety. In order for the above special resolutions to be adopted, the support of 75% (seventy-five percent) of the total number of votes exercisable by shareholders, present in person or by proxy, is required.
(b) There have been no material changes in the affairs or financial position of the company and its subsidiaries since the date of signature of the audit report and the date of this notice. (c) The directors of the company collectively and individually accept full responsibility for the accuracy of the information pertaining to special resolution number 2 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 this resolution contains all such information. (d) In terms of section 11.26 of the Listings Requirements of the JSE, the directors of the company are not aware of any legal or arbitration proceedings, including proceedings that are pending or threatened, that may have or may in the recent past, being at least the previous 12 (twelve) months, have had a material effect on the groups financial position.

The reason for and effect of special resolution number 2 is to authorise the company and/or its subsidiaries by way of a general authority to acquire its own issued shares on such terms, conditions and for such amounts as may be determined from time to time by the directors of the company, subject to the limitations set out in special resolution number 2. To have no specific intention to effect the provisions of special resolution number 2, but will continually review the companys position, having regard to prevailing circumstances and market conditions, in considering whether to effect the provisions of special resolution number 2.
VOTING AND PROXIES

All shareholders are encouraged to attend, speak and vote at the annual general meeting. A shareholder entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend, speak and to vote in his/her stead. The proxy need not be a shareholder of the company. On a show of hands, every shareholder of the company present in person or represented by proxy shall have 1 (one) vote only. On a poll, every shareholder of the company present in person or represented by proxy shall have 200 (two hundred) votes for every ordinary share and 1 (one) vote for every N ordinary share held in the company by such shareholder.
49
Notice of annual general meeting continued

A form of proxy is attached for the convenience of certificated and own name dematerialised shareholders holding shares in the company who cannot attend the annual general meeting, but who wish to be represented thereat. Forms of proxy may also be obtained on request from the companys registered office. The completed forms of proxy must be deposited at, posted or faxed to the transfer secretaries at the address below, to be received by no later than 48 hours before the meeting, excluding Saturdays, Sundays and public holidays. Any shareholder who completes and lodges a form of proxy will nevertheless be entitled to attend and vote in person at the annual general meeting should the shareholder subsequently decide to do so. Shareholders who have dematerialised their shares through a Central Securities Depository Participant (CSDP) or broker, other than own name registered dematerialised shareholders, who wish to attend the annual general meeting, must request their CSDP or broker to issue them with a letter of representation. Should shareholders who have dematerialised their shares wish to vote by proxy, they must provide their CSDP or broker with their voting instructions in terms of the custody agreement entered into between the dematerialised shareholder and their CSDP or broker. Dematerialised shareholders who have elected own name registration and who are unable to attend but wish to vote at the annual general meeting, should complete and return the attached form of proxy and lodge it with the transfer secretaries of the company. By order of the board SM Lawrence Company secretary 18 September 2012 Registered office Rex Buildings, 263 Victoria Road Salt River, Cape Town, 7925 PO Box 1856, Cape Town, 8000 Fax No.: 021 460 9575 Transfer secretaries Computershare Investor Services Proprietary Limited Ground Floor, 70 Marshall Street Johannesburg, 2001 PO Box 61051, Marshalltown, 2107 Fax No.: 011 688 7716
50
Annexures
ANNExURE A
Abridged curriculum vitae of director standing for re-election RV Orlin (69) BA (Econ) Wits Romain Orlin has served as an independent non-executive director of the company since March 2009. He is an experienced company director and has been involved in the retail clothing industry in an executive capacity for many years. Romain is a member of the audit, remuneration and nomination committees of the group. He is also an independent non-executive director of Rex Trueform Clothing Company Limited and of Queenspark Proprietary Limited. Romain was appointed to the board of Queenspark Distribution Centre Proprietary Limited on 1 July 2012. DS Johnson (44) BCompt (Hons), CA (SA) Damian Johnson joined the group in 2004 and was appointed as the financial director in 2009. Damian is a member of the risk committee and the social and ethics committee. He also serves as financial director on the boards of the companys subsidiary, Rex Trueform Clothing Company Limited, and the groups main operating subsidiary, Queenspark Proprietary Limited. Damian was appointed to the board of Queenspark Distribution Centre Proprietary Limited on 1 July 2012. PE Shub (68) BA Patricia Shub joined the group in 1975 and is the chief executive officer of the company. Patricia has 30 years of experience in ladies fashion manufacturing and retail, and she has an in-depth knowledge of the groups fashion retail business. Patricia serves as an executive director on the boards of the companys main operating subsidiary, Queenspark Proprietary Limited, and she was appointed to the board of Queenspark Distribution Centre Proprietary Limited on 1 July 2012.
ANNExURE B
Abridged curricula vitae of directors proposed for re-election to the group audit committee PM Naylor (66) BSc (Eng) Patrick Naylor has served as an independent nonexecutive director of the company since 2003. He is an experienced company director and trustee, having served on the boards of numerous companies and trusts outside of this group. He is a practising partner in a firm of consulting civil engineers. Patrick is chairman of the groups audit committee and a member of the remuneration and nomination committees. He is also an independent non-executive director of Rex Trueform Clothing Company Limited, of the operating subsidiary, Queenspark Proprietary Limited, and he was appointed to the board of a second subsidiary, Queenspark Distribution Centre Proprietary Limited, on 1 July 2012. RV Orlin (69) BA (Econ) Wits Romain Orlin has served as an independent non-executive director of the company since March 2009. He is an experienced company director and has been involved in the retail clothing industry in an executive capacity for many years. Romain is a member of the audit, remuneration and nomination committees of the group. He is also an independent non-executive director of Rex Trueform Clothing Company Limited and of Queenspark Proprietary Limited. He was appointed to the board of a second subsidiary, Queenspark Distribution Centre Proprietary Limited, on 1 July 2012. RW Rees (59) BSc (Econ) (Hons) FCA Roger Rees was appointed as an independent nonexecutive director of the company on 1 April 2011. He is highly skilled in finance, economics and in both domestic and international business. Roger has served as a member of the audit committee since April 2011. He is also an independent non-executive director of Rex Trueform Clothing Company Limited, the operating subsidiary, Queenspark Proprietary Limited, and he was appointed to the board of a second subsidiary, Queenspark Distribution Centre Proprietary Limited, on 1 July 2012.
51
52
Form of proxy
AFRICAN & OVERSEAS ENTERPRISES LIMITED
(Incorporated in the Republic of South Africa) (Registration number 1947/027461/06) Share codes: AOO and AON ISIN NUMBERS: ZAE000000485 and ZAE000009718 (AOE or the company) For use only by ordinary and N ordinary certicated shareholders or dematerialised shareholders with own name registration, at the sixty-fth annual general meeting of the company to be held in the boardroom, Rex Buildings, 263 Victoria Road, Salt River, Cape Town, on Wednesday, 14 November 2012, commencing immediately after the annual general meeting of Rex Trueform Clothing Company Limited, which is to be held at 10:00. I / We (full name/s in block letters) ______________________________________________________________________________________________ of (address) __________________________________________________________________________________________________________________ being a shareholder/shareholders of AOE and holding ___________________________________________ordinary shares in the company, and/or ____________________________________________________________________________N ordinary shares in the company, do hereby appoint 1. _____________________________________________of __________________________________________________________or failing him/her 2. _____________________________________________ of _________________________________________________________ or failing him/her 3. the chairman of the annual general meeting, as my/our proxy to act for me/us and on my/our behalf at the annual general meeting which will be held for the purpose of considering and, if deemed t, passing, with or without modication, the resolutions to be proposed thereat and at any adjournment thereof, and to vote for and/or against the resolutions and/or abstain from voting in respect of the AOE ordinary shares and/or N ordinary shares registered in my/our name(s), in accordance with the following instructions: Ordinary shares* For Ordinary resolutions 1. 2. 3. Approval of annual nancial statements Approval of dividend Re-election of the following directors: 3.1 RV Orlin 3.2 DS Johnson 3.3 PE Shub 4. Election of audit committee 4.1 PM Naylor 4.2 RV Orlin 4.3 RW Rees 5. 6. Appointment of auditors Remuneration policy Against Abstain For N ordinary shares* Against Abstain
Special resolutions 1. 2. 3. Approval of future non-executive directors fees General authority to acquire shares Adoption of new Memorandum of Incorporation
* Please indicate with an X, or the number of shares applicable, in the appropriate spaces above how you wish your votes to be cast. Unless otherwise instructed, my/our proxy may vote as he/she sees t. Signed at (place)_____________________________________ on (date) 2012 Shareholders signature _______________________________________________________________________________________________ Please read the notes on the reverse side hereof.
53
Notes to the form of proxy

1. This form of proxy must only be used by certificated ordinary and N ordinary shareholders or dematerialised ordinary and N ordinary shareholders who hold dematerialised ordinary or N ordinary shares with own name registration. 2. Dematerialised shareholders holding ordinary or N ordinary shares other than with own name registration must: 2.1. inform their Central Securities Depository Participant (CSDP) or broker of their intention to attend the annual general meeting and request their CSDP or broker to issue them with the necessary letter of representation to attend the annual general meeting in person and vote; or 2.2. provide their CSDP or broker with their voting instructions, should they not wish to attend the annual general meeting in person, but wish to be represented thereat. These shareholders must not use this form of proxy.
3. Each shareholder is entitled to appoint one or more proxies (who need not be a shareholder(s) of the company) to attend, speak and, on a poll, vote in place of that shareholder at the annual general meeting. 4. A shareholder may insert the name of a proxy or the names of two alternative proxies of the shareholders choice in the space provided, with or without deleting the chairman of the annual general meeting. The person whose name stands first on the form of proxy and who is present at the annual general meeting will be entitled to act as proxy to the exclusion of those whose names follow. 5. A shareholders voting instructions to the proxy must be indicated by the insertion of an X or, alternatively, the number of shares such shareholder wishes to vote, in the appropriate spaces provided on the previous page. Failure to comply with the above will be deemed to authorise the chairman of the annual general meeting, if the chairman is the authorised proxy, to vote in favour of the resolutions at the annual general meeting, or any other proxy to vote or to abstain from voting at the annual general meeting, as he/she deems fit, in respect of all the shareholders votes exercisable thereat. 6. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be attached to this form of proxy, unless previously recorded by the companys transfer office or waived by the chairman of the annual general meeting. 7. The chairman of the annual general meeting may reject or accept any form of proxy which is completed and/or received other than in accordance with these instructions, provided that he is satisfied as to the manner in which a shareholder wishes to vote. 8. Any alterations or corrections to this form of proxy must be initialled by the signatory(ies). 9. The completion and lodging of this form of proxy will not preclude the relevant shareholder from attending the annual general meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such shareholder wish to do so. 10. A minor must be assisted by his/her parent/guardian unless the relevant documents establishing his/her legal capacity are produced or have been registered by the company. 11. Where there are joint holders of any shares: 11.1. any one holder may sign this form of proxy; 11.2. the vote(s) of the senior shareholders (for that purpose seniority will be determined by the order in which the names of the shareholders appear in the companys register of shareholders) who tenders a vote (whether in person or by proxy) will be accepted to the exclusion of the vote(s) of the other joint shareholder(s).
Forms of proxy must be lodged with the transfer secretaries at the address given below not later than 48 hours before the meeting, excluding Saturdays, Sundays and public holidays. Registered office: Rex Buildings, 263 Victoria Road Salt River, Cape Town, 7925 PO Box 1856, Cape Town, 8000 Fax No.: 021 460 9575 Transfer secretaries: Computershare Investor Services Proprietary Limited Ground Floor, 70 Marshall Street, Johannesburg, 2001 PO Box 61051, Marshalltown, 2107 Fax No.: 011 688 7716
Shareholders calendar
FINANCIAL YEAR-END
30 June
PRELIMINARY ANNOUNCEMENT 2012

7 September 2012
INTEGRATED ANNUAL REPORT 2012

28 September 2012
ANNUAL GENERAL MEETING

14 November 2012
INTERIM REPORT (DECEMBER 2012)

March 2013
DIVIDENDS ORDINARY AND N ORDINARY SHARES

Shareholders approval
Wednesday, 14 November 2012
Last day to trade

Friday, 7 December 2012
Trade ex-dividend
Monday, 10 December 2012
Record date
Friday, 14 December 2012
Payment date
Tuesday, 18 December 2012
6% CUMULATIVE PREFERENCE SHARES
Declared
half-year to December 2012 November 2012 half-year to June 2013
May 2013
Payable
half-year to December 2012 end December 2012 half-year to June 2013
end June 2013
55

African Overseas Enterprises 2012 Annual Report

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African Overseas Enterprises 2012 Annual Report

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AFRICaN & OVERSEaS INTEGRATED annUaL rePOrt

Scope, boundary and approval of integrated annual report

APPROVAL OF INTEGRATED REPORT

Headline earnings per share from continuing operations down

Operating prot from continuing operations down

TURNOVER frOm cOntinUing OPeratiOns (R000)

OpERatING pROFIt maRGIN frOm cOntinUing OPeratiOns (%)

AFRICAN & OVERSEAS INTEGRATED ANNUAL REPORT 2012

REX TRUEFORM CLOTHING COMPANY LIMITED

COMPANY oPERATING SEGMENTS:

Investment in Queenspark Proprietary Limited

Manages the groups corporate responsibility

QueensparK distriBution centre ProprietarY liMited

QueensparK ProprietarY liMited

ANGLO AMERICAN EXPORT & IMPORT COMPANY LIMITED

Company operating segments:

Company operating segments:

Full retail operations Operates in the clothing retail sector

Mission and vision

AFRICAN & OVERSEAS INTEGRATED ANNUAL REPORT 2012

7.8 11.0 11.4 6.5

Trading expenses Operating profit

Profit before tax

8.7 9.4 8.7 23.5

Profit for the year from continuing operations

Total assets Equity and liabilities

Total equity and liabilities

Five-year compound growth (%) or five-year average (Av.)

SOLVENCY AND LIQUIDITY

ANNUAL GROWTH ON CONTINUING OPERATIONS

AFRICAN & OVERSEAS INTEGRATED ANNUAL REPORT 2012

Weighted average shareholder return:

Net asset value per share: Market capitalisation:

AFRICAN & OVERSEAS INTEGRATED ANNUAL REPORT 2012

Financial directors report

Group StateMent of CoMprehensive IncoMe Continued operations

2012 8.0 106.3

StateMent of financial position Equity and reserves

Cash on hand/cash utilisation

Human capital and remuneration report

NON-EXECUTIVE DIRECTORS REMUNERATION

2013 R 273 000 59 000 43 000

2012 R 255 000 55 000 40 000

AFRICAN & OVERSEAS INTEGRATED ANNUAL REPORT 2012

AFRICAN & OVERSEAS INTEGRATED ANNUAL REPORT 2012

Patrick Martin Naylor (66)

Patricia Eve Shub (68)

Catherine Elizabeth Anne Radowsky (45)

Romain Victor Orlin (70)

Roger William Rees (59)

Damian Steven Johnson (44)

Corporate governance report

Role of the board

AFRICAN & OVERSEAS INTEGRATED ANNUAL REPORT 2012

Composition and appointment

Shareholdings and share dealings

Corporate governance report continued

Board Number of meetings Non-executive directors

Social and ethics

AFRICAN & OVERSEAS INTEGRATED ANNUAL REPORT 2012

Social and ethics committee report

SOCIAL AND ETHICS COMMITTEE MANDATE

ROLE OF THE COMMITTEE