NATURE OF BUSINESS

The Company is a bank-controlling company listed under the “Financials: Speciality and Other Finance sector” of the JSE, whose subsidiaries provide a wide range of complementary banking, financial and related services to its target market of entrepreneurial commercial, corporate and private clients.

FINANCIAL RESULTS

The results of the Company and the Group are set out in the annual financial statements and accompanying notes.

DIRECTORS AND COMPANY SECRETARY

The directors of the Company are:

CN Axten, ETB Blight, MB Glatt, DD Mokgatle, MS Rylands, RDEB Sassoon, M Segal and ML Smith. Appointment: M Segal was appointed as financial director with effect from 28 May 2009.

Resignation: AW Greenstein resigned on 3 December 2008.

S Jackson is the company secretary at the date of this report. His business and postal address are shown here.

DIRECTORS' INTERESTS

At the financial year end the directors held, directly and indirectly, interests in the Company's issued ordinary share capital as reflected below:

	2009			2008
	Direct	Indirect		Direct	Indirect
	beneficial	beneficial	Total	beneficial	beneficial	Total
	Number	Number	Number	Number	Number	Number
MB Glatt	–	2 843 778	2 843 778	–	2 763 902	2 763 902
AW Greenstein	–	–	–	429 638	–	429 638
RDEB Sassoon	–	12 459 332	12 459 332	–	12 109 372	12 109 372
	–	15 303 110	15 303 110	429 638	14 873 274	15 302 912

At the financial year-end, the directors held, directly and indirectly, interests in the Company's non-redeemable, non-cumulative, non-participating preference shares:

	2009		2008
	Indirect		Indirect
	beneficial	Total	beneficial	Total
	Number	Number	Number	Number
MB Glatt	10 000	10 000	10 000	10 000
	10 000	10 000	10 000	10 000

There have been no changes to the above holdings since the year-end to the date of this report. Details of share options held by executive directors are given here.

Malcolm Segal has options over 150 000 ordinary shares at a strike price of 1 900 cents, vesting between 2009 and 2010. Malcolm Segal has options over 50 000 ordinary shares at a strike price of 3 325 cents, vesting between 2009 and 2011.

DIRECTORS' EMOLUMENTS

The emoluments of the directors of the Company for the year ended 30 June 2009 were as follows:

	Services as	Cash	Other	Incentive	Total	Total
	directors	package*	benefits**	bonus***	2009	2008
	R	R	R	R	R	R
Executive directors
RDEB Sassoon	–	2 064 651	385 666	1 500 000	3 950 317	3 734 570
AW Greenstein****	–	856 639	221 664	1 000 000	2 078 303	3 093 052
M Segal	–	1 767 169	595 978	1 000 000	3 363 147	3 230 075
Non-executive director
MB Glatt	440 000	–	–	–	440 000	400 000
Independent non-executive directors
CN Axten	256 500	–	–	–	256 500	221 975
ETB Blight	384 800	–	–	–	384 800	303 510
ML Smith	150 325	–	–	–	150 325	126 400
MS Rylands	246 541	–	–	–	246 541	209 475
DD Mokgatle	220 000	–	–	–	220 000	200 000
	1 698 166	4 688 459	1 203 308	3 500 000	11 089 933	11 519 057

*	The emoluments to the executive directors are paid by subsidiaries of the Company.
**	Other benefits comprise: provident fund, medical aid, group life, company car and equity settled share options.
***	The incentive bonuses paid relate to performances in the prior financial year.
****	AW Greenstein resigned on 3 December 2008.

GROUP SHARE INCENTIVE SCHEME

Information on options granted to employees and executive directors under the Group Share Incentive Scheme is given here.

ANALYSIS OF SHAREHOLDERS

The analysis of ordinary and preference shareholders is given here.

SUBSIDIARIES, SPECIAL PURPOSE ENTITIES, ASSOCIATED AND JOINT VENTURE COMPANIES

The interests in subsidiaries, special purpose entities, associated and joint venture companies that were considered material to the Group's financial position and results are set out in note 38 of the Notes to the Consolidated Financial Statements.

On 1 July 2008, Sasfin Financial Services (Pty) Limited, a subsidiary of the Group, acquired a 20% equity interest in NVest Financial Holdings (Pty) Limited, an Eastern Cape financial and investment advisory business for an amount of R3,6 million. This investment is classified as an associate and the details thereof are disclosed in note 38. The Group's equity investment in Pioneer Employee Benefits (Pty) Limited has been written off as the company is in the process of being liquidated.

The interest of the Company in the aggregate net income and losses after taxation (before inter-group dividends) of subsidiaries, special purpose entities, associated and joint venture companies is:

	2009	2008
	R'000	R'000
Net income	164 218	157 904
Net losses	7 314	1 812

DIVIDENDS

ORDINARY SHARE DIVIDENDS

On 13 October 2008, a final ordinary dividend of 144 cents per share was paid to ordinary shareholders.

On 9 April 2009, a cash dividend of 71 cents with a scrip dividend alternative was recorded in the Company’s books. The scrip dividend was determined by multiplying the number of ordinary shares held by 71 cents and then dividing by the issue price. On 30 April 2009 an amount of 600 529 ordinary shares were taken up at a share price of R24,60 (par value R0,01 and share premium R24,59).

PREFERENCE SHARE DIVIDENDS

On 3 October 2008, a dividend of 552 cents per share was paid to preference shareholders. On 27 March 2009, a dividend of 584 cents per share was paid to preference shareholders.

SHARE CAPITAL

ORDINARY SHARE CAPITAL

There were no changes in the authorised share capital. 80 238 ordinary shares were issued to the Sasfin Share Incentive Trust, and a further 600 529 ordinary shares were issued in terms of the scrip dividend option at R24,60 per share.

PREFERENCE SHARE CAPITAL

There were no changes to the authorised and issued preference share capital.

PROPERTY, PLANT AND EQUIPMENT

The Group completed the development of its new premises in Waverley, Johannesburg and took occupation on 30 June 2009. Refer to note 9 of the Notes to the Consolidated Financial Statements for the full details.

SUBSEQUENT EVENTS

Transactions with International Finance Corporation (“IFC”), a member of the World Banking Group.

SUBSCRIPTION OF SHARES

In an announcement released on SENS and published in the press on 7 July 2009, Sasfin shareholders were advised that Sasfin had entered into a subscription agreement, in terms of which, subject to the fulfilment or waiver, as the case may be, of the suspensive conditions, it will allot and issue new Sasfin ordinary shares to IFC as a specific issue of shares for cash on the terms and conditions contained in the subscription agreement and at a total subscription consideration of approximately the Rand equivalent of US$10 million determined with reference to the Rand/US$ exchange rate immediately after the fulfilment or waiver, as the case may be, of the suspensive conditions.

SUBORDINATED TIER 2 LOAN TO SASFIN BANK LIMITED

IFC has also entered into a subordinated loan agreement (“subordinated loan agreement”) with Sasfin Bank Limited, in terms of which, subject to the fulfilment or waiver, as the case may be, of certain suspensive conditions, IFC shall provide Sasfin Bank Limited with a subordinated loan intended to qualify as tier 2 capital in the amount of R82,45 million.

GENERAL

In order to give effect to the specific issue of shares for cash, the Company is required to amend its articles of association to provide for the inclusion of IFC’s policy rights, as contemplated in the subscription agreement.