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Third Partnership with Management Scheme



Third Partnership with Management Scheme

On the 30th of September 2004, the shareholders of the Group approved (during a general meeting) the terms of the Third Partnership with Management Scheme (“the Scheme”), to continue for five years commencing on 1 April 2004, of which details were set out in a circular to shareholders dated 8 September 2004. In terms of the Scheme, key management personnel were given an opportunity to participate in the Group’s growth subject to certain targets, as set out in rules of the Scheme, being met. The Scheme effectively ended on the 31st of March 2009 and the board of directors of Omnia (“the Board”) will now proceed to give effect to the terms of the Scheme.

The Board has long recognised the need for significant management ownership participation within the Group and believe that the Group’s success is related to the excellence and long-term dedication of its key management personnel. The Board also believes that an effective partnership arrangement between the shareholders of Omnia and management enhances the wealth of the Group. The “partnership with management” concept requires that key managers should be both financially at risk and should have their fortunes tied to those of the Group for a period of no less than five years. The Board realises that the growth and success of the Group is greatly enhanced by virtue of this commitment by management.

The target set for the Scheme was the generation of cumulative earnings over the period that would equate to a compound annual real growth in earnings of 10% above the annual inflation rate over the period (the real growth rate). This has been significantly exceeded by a comfortable margin. The Group shall now, subject to the provisions of the Companies Act (No 61 of 1973), as amended and the rules of the Scheme, exchange the preference shares held by participants in the Scheme, into ordinary shares in the share capital of Omnia.

The five-year planning approach has served Omnia well and, over the last 15 years, the Group has achieved all its 5 year targets agreed to with shareholders. The 2009 financial year marks the successful completion of the Group’s third planning cycle. Omnia’s executive management team, under the leadership of Rod Humphris, has delivered another outstanding set of results for the five year period ended 31 March 2009. This is a testament to the benefits resulting from diversification the Group has achieved and its ability to deliver shareholder value over a sustained period.

In terms of the Scheme, the following has occurred:

1. The Board, after having reviewed the Audited Financial Statements for the financial years 2005 to 2009 in regard to the profit of the Group, has certified that the Group has generated cumulative earnings over the five year period that would equate to a compound annual real growth in earnings in excess of the maximum rate stipulated above the annual inflation rate and have therefore met the conditions precedent as set out in the rules of the Scheme.

2. The Group has issued out of its authorised but unissued share capital 1 633 143 ordinary no par value Omnia shares and exchanged the same on the basis of 6.25 ordinary shares for every share that each participant holds in Omnia Group Investments Limited, such ordinary shares to rank pari passu in all respects with the ordinary shares currently in issue.

Bryanston

28 July 2009