WIPHOLD CORPORATE PROFILE

MAIL AND GUARDIAN

FRONT COVER WIPHOLD Corporate Profile Straplines: Transformation in Action New Models for Changing Times INSIDE FRONT COVER (PAGE 2) Old Mutual Ad PAGE 3 Transformation in Action Womens Investment Portfolio Holdings (WIPHOLD) is an investment and operating group owned by black women, and dedicated to the economic empowerment of black women. Established in 1994 with seed capital of R500 000, in 1999 it became the first womens group to be listed on the Johannesburg Stock Exchange (JSE). It de-listed in 2003 in order to increase the economic ownership of black women in the company. Quietly at the forefront of real transformation over the years, WIPHOLD has aimed to combine both a robust business model and a development focus, proving that this can be done successfully and to the benefit of all stakeholders. Our approach has always been broad-based, says Louisa Mojela, chairperson, group chief executive officer and co-founder of WIPHOLD, because we believe in active empowerment, wealth creation and community support, rather than depending on the trickle-down effect.
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Of course, it hasnt always been an easy ride, but we have weathered the tough times and have become stronger, more effective and more successful in the past five years than we have ever been. The company has matured; it is stable and has depth. And throughout our own development process, we are proud to say that we have stayed true to our vision of enabling and empowering women from grassroots level up. Chief executive officer of WipCapital and co-founder of WIPHOLD, Gloria Serobe, concurs, We believe that we have pioneered a new way of doing business. Despite the challenges, we have managed to create an investment group that is genuinely focused on the triple bottom line; on people as well as profits. WIPHOLD has become a South African institution, one whose vision is firmly rooted in sound principles and values, and one that is firmly built on the skills of top people who are recruited for their vision, drive and expertise, regardless of race, gender or age. WIPHOLDS vision is firmly rooted in sound values and principles that include impeccable corporate governance, integrity, honesty, accountability to all stakeholders, and a commitment to pushing the boundaries. Enhancing Overall Value The group believes in adding value as much as being a successful business, and in the fundamental goal of transformation. Again, its approach to this is broadbased, and it focuses on delivering added value within the business, as well as to investors, stakeholders and the country as a whole. Most start-ups take a very traditional approach, says Serobe, and set out to make a profit as quickly as possible. At WIPHOLD we took a different approach right from the outset, and aimed not only to become profitable, but to be a meaningful force for change. A pioneering enterprise in every way, the group took this approach even before the national Black Economic Empowerment (BEE) policy framework was put into place, beginning with grassroots consultation and carrying this spirit through to such empowerment initiatives as Project Imbizo (see [Insert final page number]).

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WIPHOLD is also actively involved in growing the overall value of investee companies, looking especially for opportunities to grow that value through new business operations that stimulate growth at the bottom-end of the market. Facilitating Empowerment Our mission is to facilitate the empowerment of women through business, says Mojela, and to ensure that we do this at every level of society. We want to uplift women across the spectrum, not only by offering a gateway to financial independence, but also by enabling them to assist with transformation in their own communities. It is for this reason that the WIPHOLD investment model allows for black women to start up new businesses, as well as to buy into or buy out existing companies. In both cases, the group provides active input regarding business transformation, aiming to empower women not only through ownership and dividends, but also through dynamic business strategies. This is all underlined by a strong corporate governance ethic, and a deep personal commitment to empowering communities beyond the shareholder base. WIPHOLD was the first black empowerment company to establish a permanent broad-based shareholding that includes 1 200 direct and 18 000 indirect beneficiaries through the WIPHOLD Investment Trust, and over 200 000 beneficiaries through the WIPHOLD NGO Trust. Together these two trusts own 35% of WIPHOLD. The empowerment we aim for is not average empowerment, says Mojela, herself a happy grandmother who aims for a balance between business success and family life. We aim for and have achieved a general form of empowerment that benefits not only the thin upper stratum of successful women, but women as a whole, including the poorest and the most disadvantaged in our urban, periurban and rural areas. Word count: 779 - Allows for photographs

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PAGES 4 AND 5 (DPS) Investment Focus WIPHOLD has a two-pronged approach to its business, on the one hand focusing on building the companies in which it has an operational stake, and on the other, growing a portfolio of strategic and value investments. In the first instance, its investments are concentrated in the financial, infrastructure and resources sectors, with financial services comprising the bulk of the portfolio. Strategic and value investments are more widely diversified, something the group is now also aiming for with its operational investments. WIPHOLDs investment approach is to acquire strategic or controlling stakes in companies that are well-managed, have good corporate governance records, a track record of achievement, strong cash flow and attractive growth prospects, says Tryphosa Ramano, chief financial officer, and which demonstrate synergy with Wiphold's values and business ethos. WIPHOLDs investment strategy is based on enhancing the overall value of the companies we invest in, on identifying new BEE business opportunities, and on enhancing synergies between investee companies. Strategic Partnerships WIPHOLDs operational investments in the financial sector are dominated by strategic partnerships with banking and financial services giants, Old Mutual, Nedbank and Mutual & Federal, but also include holdings in niche financial services providers, WipCapital, Futuregrowth, Legae Securities, Legae Capital and Wip Treasury Solutions (WIPTS), as well as a strategic alliance with Russell International Investment Management Services. The three strategic partnerships, which were established in terms of a BEE deal in 2005, are with some of the countrys most respected financial services institutions. Old Mutual is the largest and most well-established financial services provider in South Africa, and its broad base of offerings includes banking and investment management services, savings products, life assurance, general insurance, asset management, corporate solutions and healthcare.
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Nedbank, one of South Africas Big Four banking groups, is a more specialised provider, offering the complete range of wholesale and retail banking products and services through three business clusters: Nedbank Corporate, Nedbank Capital and Nedbank Retail. Its core offerings are corporate and retail banking, activities property as finance, equity investment banking, trust private banking, and foreign asset exchange and securities trading, while it also generates income from such private investment, administration management. Mutual and Federal, in contrast, is one of the leading short-term insurance companies in the southern African region, providing packaged and customised insurance to personal, retail and corporate clients in South Africa, Botswana, Namibia and Zimbabwe. The empowerment model adopted by the parties when they entered into strategic partnership acknowledged the operational role WIPHOLD would have to play in adding value to the three financial services businesses. Measurable performance contracts are agreed to between the partners on an annual basis, and provide for WIPHOLD to be rewarded for tangible delivery. Still within the operational portfolio, in the resources sector, WIPHOLD is exclusively invested in coal mining through its holdings in Sasol Mining and Ixia Coal, while its infrastructure portfolio is more diversified. In that sector it holds a 9% stake in Hans Merensky Timber, a 20% stake in ABB SA, a 25% stake in Landis & Gyr, and has entered into a joint venture with the Jidong Cement Company of China. Strategic and Value Investments As far as strategic and value investments are concerned, the group has stakes in Telkom, the Distell Group, Afrisun Leisure and MCG Industries. WIPHOLD also has significant shareholding in human capital development provider, Adcorp, and USB-Ed, the executive education arm of the University of Stellenbosch Business School. Our vision for WIPHOLD was to create a business owned and managed by black women that would benefit black women, says Louisa Mojela, and that goal defines everything we do.

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Half of the companys shares are held by black women, all of the executive directors are black women, the board is entirely composed of women, and, of the shares held by management and employees, 70% are women-owned. In addition, distributions to broad-based empowerment shareholders total R61 million. Mojela notes further that while the majority of employees are black women, this does not mean that men do not have a vital role to play at WIPHOLD. Although we aim to employ as many black women as possible in alignment with our strategy, our policy is to recruit the best people for the job, regardless of race, gender, creed or age. Jannie Stockenstrm, head of asset and infrastructure finance, is one of the men at WIPHOLD, and is as strongly committed to the groups gender empowerment objectives as his female colleagues are. A founding member of WipCapital, he was previously a director at Standard Commercial and Merchant Bank, where he was in charge of global structured finance. Shaun Rosenthal, head of investment banking and co-founder of WipCapital, says, WIPHOLD is a highly ethical and transparent corporation, with real, long-term empowerment objectives. Wip Treasury Solutions WIPHOLD is a 74% stakeholder in Wip Treasury Solutions (WIPTS), which offers a comprehensive range of treasury risk management services. Craig Zaayman, a veteran of the SA Reserve Bank and ABSA Corporate and Merchant Bank, joined WIPHOLD in January 2004, taking the groups financial focus into new territory. When I was at ABSA, I could see there was a growing need for outsourced treasury solutions, and WIPHOLD was the perfect platform off which to launch a service like this. We started out small with just four clients but the offering was unique, and our client portfolio has grown dramatically since then. We provide our clients with integrated solutions based on an internationally benchmarked treasury management system. This is supported by

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competitive pricing, strategic advice and detailed reporting; an all-encompassing offering from a unique group. We set out to get the very best skills and expertise on board, says Louisa Mojela, as it is absolutely essential for success in a business like ours. There is no doubt that we have a very strong team, and are well positioned to start expanding into different sectors and territories. We are aiming to take our business model into the rest of Africa soon, and after that to other developing countries, such as India, Brazil, Vietnam and China. Having proved to be highly effective here at home, we feel that our model will be welcomed in many other countries on the continent. Word count: 1, 025 - Allows for graphics, photographs and a half-page ad

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PAGES 8 AND 9 (DPS) Project Imbizo: The Vision and Concept Value-added transformation is a cornerstone of the WIPHOLD philosophy, and this has now been given extended reach in the form of a visionary initiative, Project Imbizo. WIPHOLD has always believed in linking the business of our company and that of our investee companies to social development issues and projects in communities, says Gloria Serobe. This is done in a way which is both profitable to the companies involved and beneficial to the recipient communities. Of course, our focus has always been on organisations that support the empowerment and development of women and children, and with Project Imbizo, we are extending and formalising that involvement even further. The project was spearheaded by WIPHOLD in conjunction with strategic partners, Old Mutual, Nedbank and Mutual & Federal, and its aim is to develop

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new business models that include poor individuals and communities in economic activity. The objective is both to empower and develop these communities, and to lay the groundwork for the development of future markets. Beyond Philanthropy In line with progressive international trends, Project Imbizo represents an approach that goes beyond traditional corporate philanthropy, and focuses on enabling communities to initiate and manage sustainable development projects and mechanisms for socio-economic stability themselves. In South Africa, the foundation market, which is made up of households that fall into the LSM 1 to LSM 5 range, represents approximately 15 million people, depending on the measurement criteria used, says Debra Marsden, head of business transformation and public affairs at WIPHOLD. It goes without saying that the people in this market are poor. In rural areas, apart from government employees, most earn very little or are unemployed, and are dependent on social grants. In urban areas, many are engaged in micro-entrepreneurial activity, but are similarly heavily dependent on grants. As poor as the people in these LSMs are, they do nevertheless make use of some financial services, mainly through informal groupings such as stokvels and burial societies, or by the need to take micro loans. WIPHOLD and its partners in the Old Mutual Group identified that this indicated a need for financial services which were both fairly priced and tailored to suit the unique needs of these communities, says Marsden, and that was the idea behind establishing Project Imbizo. This market has always been viewed as commercially unviable, and it was clear to us that, as a result, individuals and communities were underserved in terms of financial services. Marsden makes it clear, however, that the four companies are targeting the LSM 15 market not merely for corporate social investment purposes, or even in order to comply with the Financial Services Charter, but because it is a core business strategy to do so.

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Re-evaluating Delivery Models This, of course, has required a radical re-evaluation of financial services delivery models, and the development of a more sustainable model that meets the needs of poorer communities. With this in mind, WIPHOLD, Nedbank, Old Mutual and Mutual & Federal have targeted nine sites to test and refine the Imbizo concept, after which it will be rolled out country-wide. The companies have already taken Project Imbizo to three sites, namely the Mnquma district in the Eastern Cape, the Khayelitsha/Langa/Nyanga/Gugulethu node in the Western Cape, and Kliptown in the Gauteng city of Soweto. It is also currently in discussion with Hans Merensky Timbers to take the concept to the areas surrounding their sawmills and plantations, and plans to enter six new sites around the country during the course of 2009. The Imbizo process and the business model that supports it are characterised by simplicity, cost-effectiveness, and is driven by volume without sacrificing the needs and dignity of the people, says Gloria Serobe. Our interventions aim to educate communities about financial services, bring them outlets and products that suit their needs, and create a vehicle for broad-based wealth creation. Project Imbizo at Work The proof of any initiative lies in its outcome, and WIPHOLD measures the success of Project Imbizo primarily through the impact it has on the lives of participants. Taking a long-term view supported by a humanitarian approach, the groups objective is to empower women in their communities through the implementation of a new African-inspired consultative economic model, and to develop new markets as a corollary of this process. Project Imbizo was launched at a pilot site in the Mnquma district in the Eastern Cape in 2006. The deeply rural district, which encompasses the three small towns of Centani, Ngqamakwe and Butterworth and their surroundings, has a population of just over 300 000 people. Many live in villages scattered throughout the district, and survive by means of subsistence farming and micro enterprise.
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The site was chosen because it had a large population desperately in need of innovative financial service solutions. The community had also heard about the launch of Project Imbizo, and had asked for it to be brought to their district. I heard Gloria (Serobe) talking on the radio, says Pinky Matanzima of Centani, and immediately called the station to encourage her to do an imbizo in our district. In the communities of the Eastern Cape, it is not common for women who have made it big to plough back into the community. With my background as a financial planner, and my ability to bond with the local communities, I was keen to champion the concept. At the time, only one of WIPHOLDs strategic partners, Old Mutual, had a limited presence in Mnquma, but neither Nedbank nor Mutual & Federal had extended operations to the district. Access to rural areas is, of course, more difficult and poses a greater financial risk for large corporates, says Debra Marsden. Part of our reasoning for choosing this site then, was that if we could develop successful solutions and infrastructure there, it would enable us to put forward a compelling value proposition for extending the model nationally. The Imbizo Methodology The Imbizo Project follows a three-step process, commencing with a community meeting or imbizo convened to listen to, learn from and secure the buy-in of the community. This is followed by a similar meeting a few months later, at which a proposed financial services solution is presented to the community based on input received at the first imbizo. If this is acceptable, the third step is to begin the process of implementation, which includes mechanisms for community involvement and feedback, as well as for ongoing consultation. These meetings provided a framework for the model that was to become one of the most empowering interventions in the lives of the Mnquma community, who counts among the poorest of the poor, says Councillor Mbulelo Ntenjwa, speaker of the council at Mnquma Municipality. As a municipality, we were supportive of any developmental initiatives in this area. The WIPHOLD model turned out to be a sterling example of a

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successful partnership between the public and private sector. The municipality provided land and the private sector provided the necessary infrastructure. This intervention also cemented relationships between municipalities and traditional leaders, which at times have been tense. We now have a common agenda, which is developmental in nature, and strives to empower every member of the community. It is all-inclusive, with no entity operating in silos any longer, he adds. According to Gloria Serobe, originally from the Mnquma district, mindsets are slowly changing in what was once a patriarchal society. Taboos have been lifted and it is now generally acceptable that women are equals when it comes to empowerment initiatives. Councillor Ntenjwa agrees, Ultimately, a model of this nature is not ideological. It touches on the social conduct, the traditions and the fabric of the society in this community. It addresses the fundamentals of poverty and the building of human capital. Our community members are now able to define their own destinations. Word count: 1,298 - Allows for photographs, one half-page ad and one quarterpage ad

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PAGES 12 AND 13 (DPS) Bridging the Divide The first imbizo in the Mnquma district in the Eastern Cape revealed many issues not previously taken into account or addressed by financial institutions. Nolineth Qangoani was one of many women at this first two-day event to raise issues about the financial needs of the community, and about how these were not being met.

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To get a loan from these banks, you need a salary slip, said Qangoani, but many of us here are not employed, and cant give them this. Also, the banks do not accept our cattle as surety, so our applications are rejected. We also do not have access to the banks themselves, she said, with most of them being in main centres. As a result, she added, many residents took to keeping their money under their mattresses and, unable to save in this manner, ended up spending it. Says Debra Marsden, Access to financial services in rural areas has always been limited, and the economic status of its residents meant that the large financial institutions have previously ignored this market. In traditional societies, the size of cattle herds is an indicator of wealth and social position, and the fact that they could not be used as collateral on a loan implied that this form of wealth was being discounted by established financial services providers. Pumla Njengele, a teacher by profession, raised another issue, demonstrating that it was not just banking services that were required. Lightening is a big problem here, and a number of houses have been burnt down because of it. If that happens to us, we would not be able to afford to rebuild, she said. It was input of this nature that gave us an indication of the extent of the financial services required in areas like Mnquma, says Gloria Serobe, and following that, we had the first opportunity to develop a new kind of business model with these issues in mind. Here build in that process led to development of innovative new products including livestock insurance (a first in SA) and rural home insurance. These products were developed in direct response to community requests. It was a steep learning curve for us, and every Imbizo Project site brings new challenges, but the model is flexible, and we are now bringing much-needed financial services to these communities. Project Imbizo is the heart and soul of WIPHOLD, and our aim is to take it into every community in South Africa that needs it. We are also very proud of the fact that we have developed a pioneering consultative model based on local traditions that is aimed at meeting the needs of the people involved.

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Cross-cultural Lessons Valuable cross-cultural lessons were learnt at the first and subsequent imbizos in Mnquma. One of these was that people in the area, in keeping with their culture, prefer to engage financial service providers face-to-face in a warm and friendly environment. WIPHOLD and its partners responded by building a Greenshop in Centani, which is now used to deliver the services of Old Mutual, Nedbank and Mutual and Federal all characterised by corporate logos using the colour green to the community. This is not a traditional branch, says Rob Shuter MD of Nedbank Retail, but rather a new concept in the distribution of financial services that has been tailored to meet the needs of the community. Not only is it an outlet for the three institutions, but, because the people were so involved in its creation, it is also a source of pride and a symbol of social development. The Greenshop provides access to financial services and professional advice that has never been available before. It is also used as a district business and social centre, providing a place for the community and local leadership to meet, a site from which small businesses can operate, and a venue from which non-governmental organisations (NGOs) can run their programmes. Through WIPHOLD, we have been exposed to the luxuries of urban life that we, as a rural community, were never aware of, says Pumla Njengele, teacher and founder of the Nxolo Womens Co-operative, which specialises in catering services. WIPHOLD and the Old Mutual companies have bridged the gap in terms of the first and second economy and have opened a new world to us. They have taught us how to stretch the little money we have by diversifying and investing in little schemes. Our people now know that a little money can go a far way. All of the employees at the Greenshop are recruited from the local community, says Shuter, and it is also a green building in terms of its energy usage and overall carbon footprint. Some of its environmental features, for instance, include water run-off tanks, and a design that keeps the building cool in summer and warm in winter. We also have the ability to take the entire property off the Eskom grid and to run

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it on solar power, which, in light of the power cuts earlier this year, is a valuable feature. The building was reconstructed from existing structures that had burnt down 30 years ago, and the construction team consisted mainly of women, as is common in many traditional cultures. In a similar way, clients are currently involved in landscaping the gardens with indigenous flora and in establishing a permaculture initiative there. This is being supported by the Old Mutual Foundation, and the intention is to build a small enterprise out of this that will benefit the community as a whole. A Nod from Traditional Leaders Traditional leaders in the area, who were involved in the initial consultation process as well as in this first phase of development, are very pleased with the outcomes. WIPHOLD and its partners have greatly contributed to village development here, says Chief Mcothama, speaking on behalf of the traditional leaders in the district. They have pledged to assist in eradicating poverty by creating job opportunities and introducing initiatives with the Department of Agriculture (DOA) such as the Siyazondla groups that are participating in a district food security project. These groups have ploughed the land set aside for this development, and have planted a variety of vegetable seedlings supplied by the DOA, which also supplied tanks for water, wheelbarrows and garden tools. He and his fellow traditional leaders are particularly pleased with the development of the Greenshop. Our people now have access to services that were previously very inaccessible, he says. Before this, they had to take long and expensive trips to East London and Butterworth to do their banking, and many did not even qualify for the banking services. Now we have a fully-fledged bank in Centani, which is easy to get to. It has particularly assisted old-age pensioners, who can now draw their pensions close to home.

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Pinky Matanzima, who left her job with ABSA in 2007 to work on the implementation of Project Imbizo on a full-time basis, is equally as enthusiastic about the benefits it has brought to local communities. I am delighted to be part of this project. One of the motivations to join this initiative was that I felt I could be more involved. For her and for her community, the benefits have been tangible. We heard about democracy, but we never experienced it first-hand, she says. Now, through Project Imbizo, the people here have access to basic banking services, as well as to such products as burial policies and home and livestock insurance, a first in South Africa. Not only that, but they can also be part of the green revolution taking place in Mnquma, by participating in the creation of sustainable permaculture gardens. These enable villagers not only to feed themselves, but also to derive an income from selling excess produce, and all of this is being done according to the best organic practices. Financial Literacy The financial literacy aspect of the programmes, which is supported by the Old Mutual Masisizane Fund, has been as well received as the financial services delivery mechanisms and permaculture training. We have had tremendous success with our financial literacy workshops, says Pinky, which use understandable concepts like the Big Five as an analogy for the principles of financial management. We sometimes have up to 160 people attending these workshops at a time. When we do training in these areas, which is done both at the Greenshop and by mobile teams that travel out to the villages, the people feel empowered. We are starting to understand concepts that we have never been exposed to before. Word count: 1,419 - Allows for photographs, one half-page ad and one quarterpage ad

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PAGES 14 AND 15 (DPS) Extending the Business Base: Sasol Mining Just over a year ago, WIPHOLD and Sasol Mining announced a new partnership that saw thousands of rural and peri-urban women being able to participate in a BEE transaction for the first time. The deal, valued at almost R1.9 billion, saw WIPHOLD become Sasol Minings BEE Partner through a new entity called WipCoal Investments. WipCoal Investments, in turn, is the majority shareholder in a newly created coal mining company called Ixia Coal, which is controlled by black women, and has a 20% share in Sasol Mining. With this deal we are not only extending our operational business into a new sector, says Jannie Stockenstrm, but are moving to create a strong presence in the large industries of the formal economy, which will be of longterm value to our shareholders and indirect beneficiaries. Mining Women Investments Nowhere is this more evident than in the shareholder structure of WipCoal, which is jointly owned by WIPHOLD and a new investment entity created by the group called Mining Women Investments. This comprises thousands of women, drawn from the areas in which Sasol Mining has operations and coal reserves, who have previously not had access to the market economy. In the spirit of our corporate vision and our Imbizo Project, Mining Women Investments was formed following a series of WIPHOLD workshops with women in the provinces of the Free State, Mpumalanga and Limpopo, says Gugu Duda, asset and infrastructure finance executive at WIPHOLD. During these workshops, we undertook to involve the women who were present and registered in a future BEE transaction with a company operating in their provinces. Now we have been able to live up to that promise, and to welcome these women into partnership with Sasol Mining.

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Sasol Mining Sasol Mining supplies coal to Sasols synthetic fuels and chemical plants, selling close to 50 million tons a year. The bulk of this output is used locally by Sasol, but in the last financial year, 3.6 million tons were exported, earning valuable foreign exchange. With growing international demand putting pressure on the price of coal, exports alone contributed R235 million to profits last year and this is set to increase. The company has two operating divisions: Sigma Colliery near Sasolburg, and Secunda Collieries, which consists of five underground operations around Secunda, as well as both underground and strip-mining operations near Trichardt. Like WIPHOLD, Sasol Mining enters a new era with this deal, and feels it could not have found a better empowerment partner. It was an important challenge for us to get black shareholders and equity into the coal mining industry, says Hermann Wenhold, Managing Director of Sasol Mining. We had also made a commitment to the Department of Minerals and Energy (DME) that we would be instrumental in mobilising and facilitating a larger role for women in the mining industry. The challenge then took on a wider scope: to establish a coal mining company owned and managed by black women. WIPHOLD has astute business sense in this regard, and they were looking to invest in coal mining in South Africa. It was then that we decided to enter into a joint venture. The new challenge for the partners now lies in enabling Ixia Coal to establish its own operations, which involves identifying and developing new mines, a process that is already well underway. Sasol Mining brings its expertise and experience to the venture, while WIPHOLD brings added value in the form of its financial expertise, its broadbased female shareholding, and its excellent relations with the financial sector, government and other private entities. It will also be the vehicle for attracting more women into the mining industry, which will definitely break down stereotypes, adds Wenhold.

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Women in Mining Although mining is dominated by men, the Mining Charter states that industry should aim to have women make up 10% of its staffing complement, says Wenhold. We are already appointing female operators in our coal mines, and developing women in managerial positions. Significantly, part of the R30 million WIPHOLD brought to the deal has been earmarked for facilitating the entry of women into the coal mining industry. These women are drawn from the areas where Sasol Mining has its operations and reserves. For the first time, following on the WIPHOLD workshops, women have fashioned a vision and set themselves goals. These goals include rising up to the challenges, and standing up and taking our rightful place in community structures, schools and businesses, as well as in our homes, says Thembekile Shlangu, Chair of Sekhukhune Basadi Holdings and a WIPHOLD shareholder. And the sky, as the saying goes, is the limit. This is a sentiment echoed by Cynthia Makgetha of the Mining Womens Investment Trust. The mining charter has made it possible for women who were previously disadvantaged to participate in the mining industry. Against this backdrop, WIPHOLD took the initiative to involve rural, periurban and urban women in the transformation process in the mining sector through its BEE investment deals. These women see their future as being bright because they are now able to develop goals for themselves, create jobs for themselves and unleash their previously dormant potential. Louisa Mojela feels this is a giant leap forward for both WIPHOLD and for South African women. WIPHOLD has a strong operational focus in financial services, and strategic investments in a range of other sectors. It has always been part of our strategy to be in mining, and we have now seen the fulfilment of that objective. We are delighted to be partnering Sasol Mining in this venture, says Gugu Duda. Their commitment to the establishment and development of a mining venture that will be majority owned and operated by black women deserves praise. This is easier said than done, but Sasol Mining has shown us that they are serious about going down this road. Together we will work to
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develop the skills and capacity needed for women to be operationally successful in the world of mining. Wenhold agrees, and says that the partnership is based on more than just money. What is very important is that the values of WIPHOLD and Sasol Mining are aligned, so despite current economic uncertainty, we are optimistic and excited about this venture. Word count: 1,039 - Allows for photographs, one three quarter-page ad and a half-page ad

PAGES 16 AND 17 (DPS) Human Capital Development Developing human capital is as important to WIPHOLD as expanding its investment portfolio and its list of beneficiaries. It is for this reason that it is part of an empowerment consortium that owns 25% of Adcorp, the leading provider of human capital management services in South Africa. Our objective is to assist companies, organisations and government to attract, retain and develop appropriate talent, says Adcorp CEO Richard Pike, and to support this by optimising their business processes and productivity. Several of the groups companies provide added-value recruitment services, some specialising in first-time appointments that effectively break down the barriers to employment which young people entering the job market often experience. Other group companies provide full-service outsourcing, making a wide range of personnel available for both short-term assignments and long-term contracts. Together, these companies place between 70 000 and 100 000 people a year, making Adcorp the largest placement group in Africa. In addition, consulting divisions situated in companies throughout the group offer a wide range of support services, including skills training and transfer, design.
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performance

management systems, succession planning and assistance with organisational

WIPHOLD aims to empower women at every level, says Louisa Mojela, not only through ownership and community-based projects, but also by expanding the channels that provide access to the workplace, and which offer opportunities for skills development. Transformation from the Inside Out Adcorp also shares the same goals and values as WIPHOLD, focusing on transformation and empowerment from the inside out. Women make up 74% of its staff complement, and, amongst other awards, it has received the Deloittes Best Company to Work For Award. We regard transformation as a business imperative and a social responsibility, not as a luxury, says Nelis Swart, Adcorps chief operational officer. Adcorp takes it very seriously and, as a result, we were ranked as the most transformed company on the JSE last year. We do not just pay lip-service to BEE; for us it is part of what we do. On an operational level, not only do we offer recruitment services for people right through from labourers to professionals, we also facilitate a large number of in-service learnerships, and place the most learners into first-time jobs of any recruitment group in the country. There is no doubt that, as business partners, WIPHOLD and Adcorp complement each other on a strategic level as well as on an operational level. WIPHOLD is an ideal BEE partner for Adcorp, says Swart. They understand and support our vision, and what we feel we need to do. They have also opened up new markets for us, and it is a group we feel proud to be associated with. Richard Pike agrees. Our partnership with WIPHOLD, although only established in early 2007, has assisted us to reach markets and opportunities that we would not otherwise have had access to. We have been delighted by what they have brought to the company. WIPHOLD is very pro-active and they have a passion for the industry we are in. They have two directors on our board, as well as one alternate, so they are very involved in what we do and defining the direction we take.

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Tackling the Skills Shortage The partners agree that one of the greatest challenges facing South Africa is the shortage of skills, which only serves to entrench high levels of unemployment and the ever-widening gap between rich and poor. The only solution, of course, is training and, as Richard Pike says, Adcorp does not have a shortage of funds for training. The group is, of course, active in the private sector in this regard, but also assists government, institutions of learning and SETAs with training. The aim of this aspect of its business is to transfer new skills, upgrade existing skills, and create a culture of lifelong learning and development. This focus on training, skills transfer and ongoing mentoring is something we look for in all our investment partners, says Louisa Mojela, and Hans Merensky Timber is another example. This well-established timber and forestry company, which has an exclusively rural operational base, has a similar focus on training that extends into the communities from which it draws its labour.

Skills Development in a Rural Context

Our link with local communities is why we looked for a BEE partner that could relate to rural communities, and which has a track record of interacting with them, says managing director of Hans Merensky Timber, Chris Pienaar. When we went into partnership with WIPHOLD, we had already established a trust structure for staff and local communities. WIPHOLD has assisted us in extending its reach by organising banking services and financial literacy programmes for the beneficiaries. In some cases, there are also full-time facilitators based in the communities, and they involve our staff to train people in the basics of financial management. Hans Merensky Timber also has a number of initiatives in the pipeline which will make funding available to rural women who wish to start small businesses. This perfectly complements our own strategic objectives and the objectives of Project Imbizo, says Debra Marsden of WIPHOLD, and we look
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forward to being part of these new initiatives to empower rural women through business ownership. Intra-partnership Mentoring Facilitating the training and development of individuals and communities is just one aspect of development that WIPHOLD concentrates on in its partnerships. It also places strong emphasis on intra-partnership mentoring, so that partners from different business and cultural backgrounds can share knowledge and experience. They are an extremely professional team in terms of coaching and mentoring their partners about the transformation landscape, says Richard Pike of Adcorp. This creates a sound understanding of the needs of disadvantaged communities, and of the potential of untapped markets. It is a constant learning process, says Debra Marsden, and something we engage in with all of our operational partners. The learning from sector to sector is significant, and we feel this is enabling us to foster a broad-based understanding of both development needs and business opportunities. Skills Transfer in the Infrastructure Sector WIPHOLD also follows this far-reaching approach to learning with infrastructure partners, ABB SA and Landis & Gyr. In 2002, WipCapital acquired a 20% equity stake in ABB, which offers a wide range of power and automation solutions to utilities, especially for electrical power infrastructure. The group is strongly committed to attracting, developing and retaining talent, as well as to fostering real diversity across the organisation. ABB SAs aspiration is to create and maintain a flexible environment that naturally attracts and retains the best talent, and enables all employees to realise their full potential in the pursuit of organisational objectives. This is an approach that Landis & Gyr, which offers a complete range of electricity metering solutions, shares. Real transformation is a multi-faceted undertaking, says Louisa Mojela. Education, training, skills transfer, coaching and mentorship are fundamental to the effort, and it is something we actively support in every one of our ventures.
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Word count: 1,162 - Allows for photographs, one three-quarter page ad and a half-page Adcorp ad

PAGE 18 Ad

Page 19 Corporate Social Investment WIPHOLDs Corporate Social Investment (CSI) programme is integrated into its business model, and is specifically designed to support empowerment initiatives like Project Imbizo. Our CSI focus, like our investment focus, is two-fold, says Louisa Mojela. Firstly we aim to link the core business of our group and investee companies to social development issues in a way that is both profitable to the companies and empowering to the recipient communities. Then we have a parallel programme, through which we make donations to organisations that work on empowering women and children. It is through this programme that we also make grants and donations in support of our own empowerment initiatives, like Project Imbizo. This enables them to have the appropriate finances to get off the ground and to run effectively. By way of example, WIPHOLD, Nedbank, Old Mutual and Mutual & Federal recently made a sizeable donation to the Mnquma municipalitys Green Revolution project, which is being piloted in six villages in the district. The donation is being used to fund the Siyazondla Food Security Programme, and for such infrastructure development as installing fencing and irrigation. Siyanzondla uses grant funding to support groups of about 15 people each for a period of eight months, during which time they learn about permaculture and receive assistance in the process of establishing food gardens in their villages. The groups are formulated as Nedbank self-help groups so that they can
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also have access to the Nedbank Zakheleni collective lending and saving products. These enable them to further develop and run their gardens as micro enterprises after the eight-month grant period comes to an end. We also use CSI funding to assist communities in the early stages of developing small enterprise opportunities, says Mojela. At present, in addition to funding the development of permaculture businesses in Mnquma, WIPHOLD and its Old Mutual Group partners are funding the development of a pole treatment business and a fence-making business in the area. The intention is to assist with establishing the businesses, as well as to provide business training in order to ensure that they remain sustainable. Together with our strategic partners, we have launched the Mnquma Community Trust to support this, a model we are testing with a view to rolling it out into other communities in tandem with Project Imbizo. The Mnquma Community Trust receives funding from the sale of Old Mutual products in the area and from the Nedbank Foundation, as well as dividends from its WIPHOLD shareholding. The trustees are traditional leaders, local councillors and community representatives from Centani and Ngqamakwe. In terms of our new economic model, this is a way in which the benefits of the partners success in the Mnquma district can be shared by the community, adds Mojela. One of WIPHOLDs most recent CSI initiatives, which it has embarked on together with strategic partners Nedbank, ABB and Adcorp, has been the introduction of Career Development Days at schools in disadvantaged areas. To date, six of these events have been held at both urban and rural schools, introducing learners to a wide range of career opportunities. Especially well received has been the participation of SAA pilots, which has opened the door to the many opportunities available in the aviation industry. We are keen to introduce learners to careers available to them in the science and technology fields, says Mojale, as these have traditionally been very difficult to gain access to. Our country is also in need of more qualified people in this field, so this is a very important focus for us as far as corporate social investment is concerned. Word count: 600 - Allows for photographs

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PAGE 20 Redressing Imbalances WIPHOLD Investment Trust and WIPHOLD NGO Trust WIPHOLD was the first BEE company to establish a permanent broad-based shareholding in 1994. Control of the group is entrenched through the WIPHOLD Investment Trust, which has superior voting rights. The trust represents approximately 1 200 direct and 18 000 indirect beneficiaries through a number of NGOs, charities and womens groups. The WIPHOLD NGO Trust, which was established in 2003, further entrenched this broad participation of disadvantaged communities in the mainstream economy. It is made up of 11 NGOs, including People Opposing Women Abuse (POWA), the Tshwaranang Legal Advocacy Centre (TLAC), the Mnquma and Kwa Drabo Trusts, the Young Christian Womens Association, the Makaota Development Trust and the National Baptist Church. Together, the WIPHOLD Investment Trust and the WIPHOLD NGO Trust account for 32,5% of the groups shareholding. Wiphold was established with the vision of advancing the empowerment of women, says Louisa Mojela, and we are proud to have fulfilled this vision in many ways over the past 13 years. By creating new economic models, we have had a significant impact on the lives of our broad-based shareholders and their communities. Lisa Vetten of the TLAC, which advises women on their legal rights with regard to such issues as domestic violence, rape, divorce settlements and lapsed maintenance payments, says that empowerment is needed at many levels of society, ranging from the individual woman to the broader community. To many women, empowerment remains out of reach, she says, because the socio-economic realities of their daily lives have not changed sufficiently. They remain economically dependent on others, particularly their male partners. This is the imbalance that WIPHOLD seeks to redress, and which it is doing in communities across the country.
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The struggle to keep momentum going never ends, says Vetten. From this perspective, what women are achieving in business is significant. It is important that they set the pace, not only in promoting their careers, but also in broadening the base to help other women through initiatives such as WIPHOLD. Delphine Serumaga of POWA concurs. Women are still a long way from true equality or empowerment, but WIPHOLDs formidable women have truly put a stamp on the economic landscape. Their approach is unusual on the African continent, but it has made a place for other women to stand toe-to-toe with the boys in the marketplace. It is WIPHOLDs support for women across the spectrum that has made it unique. They have carved their niche, and are reaching down and pulling up other women behind them, which is truly remarkable and changing the way in which business is being done. Of course, this success depends on the support of ordinary women from all walks of life, who have had faith in the WIPHOLD vision, and have supported it from the start. Everyone could see the benefit of the investment plan they proposed and, of course, the Womens Auxiliary more than others, says Helen Machi of the National Baptist Church. Women are still, as in the past, responsible for their families at home as well as holding down jobs to supply finances. The opportunity to invest in Wiphold as a collective was seized enthusiastically. As they now prepare to take the WIPHOLD investment model into the rest of Africa, and to countries further afield, the women at the groups helm know that its power lies in co-operation. Acting together in the interests of a better life for all, women are a formidable economic force, says Mojela. Word count: 581 Allows for a half-page ad

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PAGE 21 The WIPHOLD Team Board of Directors Louisa Mojela - BCom Chairperson and chief executive officer: WIPHOLD Louisa is chairperson, group chief executive officer and co-founder of WIPHOLD. She has held positions at Standard Corporate and Merchant Bank, the Development Bank of Southern Africa (during which time she was seconded to the World Bank in Washington DC), and the Lesotho National Development Corporation. She completed a post-graduate Executive Leadership Programme at the University of Pennsylvania, and serves on the boards of Distell, Sun International, ABB SA, SAA and the Financial Services Board. Gloria Tomatoe Serobe - BCom (Unitra); MBA (Rutgers) Chief executive officer: WipCapital Gloria is chief executive officer of WipCapital, and co-founder of WIPHOLD. She was executive director of finance at Transnet from 1996 to 2001, and member of the board of Transnet and its major subsidiaries. Her professional experience includes positions at Exxon Corporation USA, Munich Reinsurance Company of SA, the Premier Group and SCMB. Gloria was also the chairperson of the Metropolitan Group and the Life Offices Association. She serves on the boards of the JSE, Old Mutual SA, Nedbank Group and Mutual & Federal. Tryphosa Ramano - CA (SA) Chief financial officer: WIPHOLD Prior to joining WIPHOLD in November 2006, Tryphosa was the chief financial officer and executive vice president of SAA, and had also acted as president. She previously headed the Asset and Liability Division of the National Treasury, where she oversaw the restructuring of state-owned assets, and was

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instrumental in the listing of Telkom on the JSE and the NYSE. Before that, Tryphosa was a portfolio manager and head of the Institute of Excellence at RMB Asset Management. Makole Maponya - CA (SA); HDip Theory of Accounting (CTA); BCom Non-executive Director: WIPHOLD Makole did her articles at Investec Bank, where she specialised in private equity. She joined OMIGSA in 2003 as an equity research analyst, and before that worked at Nations Capital as a corporate finance executive, where she advised government on the privatisation of Rosherville Vehicle Services and Rosherville Properties, both subsidiaries of Eskom Enterprises. Makole has been closely involved in the development of the Hluma initiative (a joint venture between OMLACSA and the DBSA), of which she is the deputy chairperson. She serves on various boards on behalf of the Ideas Fund and OMLACSA. Tracy Dunley-Owen - BSc; CS (SA) Non-Executive Director: WIPHOLD

Tracy is a non-executive director of WIPHOLD, a director and trustee of over fifteen Old Mutual entities, and a member-elected trustee on the Old Mutual Staff Retirement Fund. Tracy qualified as a chartered accountant specialising in treasury services at KPMG before moving on to Old Mutual in 2001. She also holds a CFA and a Masters in Business Science (Finance). Executive Management Debra Marsden - BBusSc (Econ) Head of business transformation and public affairs: WIPHOLD Debra was general manager of corporate affairs and transformation at Old Mutual from 1997 to 2004. Prior to that, she was economic affairs director for the Consultative Business Movement, secretariat head of the National Economic Forum, and deputy director of the National Economic Development and Labour Council (Nedlac). She designed and implemented Old Mutuals transformation
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programme and formed part of the 10-person negotiating team which developed the Financial Sector Charter. Jannie Stockenstrm CA (SA); MCom; HDip Tax Head of asset & infrastructure finance: WIPHOLD Jannie is a founding member of WipCapital. Prior to joining WipCapital, he held the position of director at SCMB, and was in charge of Global Structured Finance. Prior to this, he was assistant general manager at Standard Bank London, heading up the Standard Bank groups cross-border structured finance team. Shaun Rosenthal CA (SA); CFA Head of investment banking: WipCapital Shaun is a founding member of WipCapital. Prior to joining WipCapital, he jointly established and headed up Brait Merchant Bank and Corporate Finance, and before that he headed up SCMB Classical Corporate Finance. He is a nonexecutive director of a number of WIPHOLD investee companies. Gugu Dingaan CA (SA) Investments executive: WipCapital Gugu joined WipCapital in 2001, where she has been engaged in corporate finance and investment activities. She is a non-executive board member of Distell Group, ABB SA, MCG Industries and Landis & Gyr. Previously she was in the financial services banking audit group at PricewaterhouseCoopers. Gugu Duda CA (SA) Asset & infrastructure finance executive: WipCapital Gugu joined WipCapital in 2005 as part of the infrastructure finance team. Prior to joining WipCapital, she was the chief financial officer for the internet and telephone banking division at FNB. Her prior experience includes positions in finance, credit and risk management at RMB and FirstRand Bank. She is a nonexecutive alternate board member of ABB SA and ABB Powertech.
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Yulandi van Wyk CA (SA) Group financial manager & taxation manager: WipCapital Yulandi joined WipCapital in October 2002, where she is group financial manager, and where she has recently become engaged in investment activities. She is a non-executive alternate board member of ABB SA, and she has previously held the positions of financial manager at Accenture, and audit manager at Ferreira, Venter, Laws & Nel. Word count: 844 - Allows for thumbnail photographs

PAGE 22 Into the Future Having refocused its business in order to return unequivocally to its founding objectives, WIPHOLD is now in a strong position to set its sights on new and varied opportunities in the future. We have a model that works, and which we are extremely proud of, says Louisa Mojela, and we are looking forward to taking it into the rest of Africa, as well as to other developing countries, such as Brazil, India, Vietnam and China. The empowerment of women is not just a local issue, and we hope to be a catalyst for change in the global environment as well as at home. Gugu Dingaan, WIPHOLD investment executive, says everyone at WIPHOLD is actively behind this growth strategy, which will benefit existing shareholders and draw in many more. Over the next three years, we have a goal to aggressively grow our net asset value, she says. Everybody is driven to reach this goal, and we envisage opportunities outside South Africa driving this growth. Jannie Stockenstrm, head of asset and infrastructure finance at WIPHOLD, shares his colleagues enthusiasm. We are passionate about finding opportunities for shareholders, he says, and about expanding into new sectors and territories.
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We have moved from having a very strong weighting in the financial sector into a more diversified position, with holdings in infrastructure, resources and consumer goods as well. Our recent move into resources is especially exciting, given what this sector contributes to gross domestic product. We are all very committed to going forward on this basis, says Shaun Rosenthal, head of investment banking, to investing in more niche financial services providers, and in infrastructure and resources enterprises where we have the opportunity to take a controlling interest. We will continue to do this here in South Africa, but also want to start looking beyond our borders. As if speaking with one voice, Yulandi van Dyk, group financial manager and taxation manager, and Craig Zaayman, head of WIPTS, are equally excited about growth prospects. Our aim is to position ourselves as the strategic partners of choice due to our expertise, experience, empowerment focus and commitment to adding value, says Yulandi van Dyk, and we also feel it is time to take our model into Africa and to other developing countries. At WIPTS says Zaayman, we are seeking out pioneering initiatives, and our immediate focus as far as reach is concerned is on moving into Africa and Mauritius. Louisa Mojela and Gloria Serobe are behind this growth focus every step of the way. The WIPHOLD legacy needs to outlast its founders, Gloria says, and our expansion plans are as much about making sure that happens, as about growing the business. With WIPHOLDs record of tenacity, engagement and commitment, it is a goal that certainly seems assured. Word count: 462 - Allows for photographs

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INSIDE BACK COVER (PAGE 23) Old Mutual Ad

BACK COVER WIPHOLD Ad

Total Word Count: 9,221

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