RECONVENING OF THE ADJOURNED SCHEME MEETING

Introduction:

In respect of the scheme of arrangement (“scheme”) proposed by Randgold & Exploration Company Limited (“R&E”) amongst JCI and its shareholders, other than R&E, and further to the announcements published on SENS on 12 February 2009 and 10 March 2009, JCI shareholders are reminded that the scheme meeting referred to in those announcements was adjourned by the Chairman of the scheme meeting to 29 April 2009 at a venue to be notified. The Chairman of the scheme meeting also ruled that JCI was entitled to bring the date of the adjourned scheme meeting forward from 29 April 2009, on notice of not less than 14 days to be given by publication on SENS and in the Beeld and Business Day newspapers.

The directors of JCI have now resolved to bring the adjourned scheme meeting date forward.

Accordingly, notice is hereby given that the scheme meeting will be reconvened to be held at 09:00 on Thursday, 9 April 2009 at the Hilton Hotel, Rivonia Road, Sandton, 2196 (“reconvened scheme meeting”).

JCI shareholders, other than R&E, registered as such at 17:00 on Monday, 6 April 2009 (“scheme members”) will be entitled to attend and vote at the reconvened scheme meeting.

A form of proxy lodged or a letter of representation issued for the scheme meeting will remain valid for the reconvened scheme meeting if the shareholder concerned is still then a scheme member and to the extent of such scheme member’s shareholding. In addition, properly completed new or replacement forms of proxy may be lodged with or posted to the transfer secretaries of JCI, Computershare Investor Services (Proprietary) Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) or Capita Registrars, Proxies Department, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, to be received by no later than 09:00 on Tuesday, 7 April 2009 or may be handed to the Chairman of the reconvened scheme meeting not later than 10 minutes before the time of the reconvened scheme meeting. Notwithstanding the foregoing, the Chairman may approve, in the Chairman’s discretion, the use of any other form of proxy.

Copies of relevant documentation, including this notice, the order of Court convening the scheme meeting, all papers filed with the court in respect of the urgent application launched by Letseng Diamonds Limited on 6 February 2009 under case number 2009/5240, the reports of the Chairmen on prior scheme meeting, and the document dated 15 December 2008 containing the notice of scheme meeting, the form of proxy to be used at the scheme meeting and any adjourned scheme meeting, the scheme, the explanatory statement in terms of section 312(1) of the Companies Act explaining the scheme and the order of Court convening the scheme meeting, may be inspected by JCI shareholders and copies thereof obtained on request, free of charge, during normal business hours, at the registered office of JCI, 10 Benmore Road, Morningside, Sandton, 2196, at any time prior to the reconvened scheme meeting.

Revised Important Dates and Times:

Notes:

1. The above dates and times are subject to further change. Any such change will be published on SENS and in the South African press. Any reference to time is a reference to South African time.

2. A notice containing revised important dates and times after the date of the reconvened scheme meeting to be held on Thursday, 9 April 2009 will, if necessary, be published after the reconvened scheme meeting has been held.

3. A form of proxy may be handed to the chairman of the reconvened scheme meeting up to 10 minutes before the commencement of the reconvened scheme meeting.

4. Shareholders on the South African register should note that as JCI is settling through Strate, settlement for trade takes place 5 business days after such trade. Therefore persons who acquired shares in JCI after Monday, 30 March 2009 will not be eligible to vote at the reconvened scheme meeting.

24 March 2009
Johannesburg

R&E shareholders are referred to JCI Limited`s (Share Code: JCD)(“JCI”) SENS announcement of 10 March 2009 in terms of which the scheme meeting was again adjourned to Wednesday, 29 April 2009 at 14h00 subject to JCI being able to convene the scheme meeting on an earlier date following the giving of 14 days notice. As a result of such adjournment, JCI and R&E will give consideration to the necessary agreement extending the fulfillment date of the conditions precedent to a date not beyond Wednesday, 29 June 2009. Accordingly, a further announcement will be made by JCI on SENS and in the press on or before Wednesday, 15 April 2009 setting out the revised salient dates and times relating to the scheme, the extended date for the fulfillment of the remaining conditions precedent, and the venue for the adjourned scheme meeting. R&E shareholders will be notified on SENS upon JCI making such further announcement.

Johannesburg
11 March 2009

R&E shareholders are referred to JCI Limited’s (“JCI’s”) SENS announcement of 12 February 2009 (share code: jcd)in terms of which an Order of Court granted by the High Court of South Arica (Witwatersrand Local Division) (“the Order”) inter alia set aside the proceedings (including the vote and outcome thereof) of JCI’s adjourned scheme meeting held on Monday, 2 February 2009 at 14:00, and reconvened such adjourned scheme meeting to be held on Monday, 9 March 2009 at 14:00 at the Hilton Hotel, Rivonia Road, Sandton, 2001.

R&E shareholders will be informed of the outcome of such meeting and the effect thereof on the proposed scheme of arrangement in due course.

13 February 2009
Johannesburg
Sponsor to R&E: PSG Capital (Pty) Limited

SETTING ASIDE OF THE PROCEEDINGS OF THE ADJOURNED SCHEME MEETING AND THE RECONVENING OF THE ADJOURNED SCHEME MEETING INTRODUCTION

Further to the announcement published on SENS on 20 January 2009 and in the press on 21 January 2009, JCI shareholders are advised that, in terms of an Order of Court dated 11 February 2009 (“Order”), the High Court of South Africa (Witwatersrand Local Division) (“Court”) has ordered, amongst other things, that:

1. the proceedings of the scheme meeting held at 14:00 on Monday, 2 February 2009 (which meeting was an adjournment of the scheme meeting held on Monday, 19 January 2009), as well as the vote and the outcome of the vote conducted at such meeting are set aside;
2. the scheme meeting be reconvened on Monday, 9 March 2009;
3. notice of the reconvened scheme meeting be given to JCI shareholders by an appropriate announcement on SENS and by publication in two national daily newspapers; and
4. the date on which the results of the scheme meeting will be reported to the court is postponed until 10h00 on Tuesday, 17 March 2009 or as soon thereafter as counsel may be heard.

Accordingly, the scheme meeting will be reconvened at 14:00 on Monday, 9 March 2009 at the Hilton Hotel, Rivonia Road, Sandton, 2001. JCI shareholders, other than Randgold & Exploration Company Limited (“R&E”), registered as such at 17:00 on Wednesday, 4 March 2009 (“scheme members”) will be entitled to attend and vote at the reconvened scheme meeting.

A form of proxy lodged or a letter of representation issued for the scheme meeting will remain valid for the reconvened scheme meeting if the shareholder concerned is still then a scheme member and to the extent of such scheme member`s shareholding. In addition, properly completed new or replacement forms of proxy may be lodged with or posted to the transfer secretaries of JCI, Computershare Investor Services (Proprietary) Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) or Capita Registrars, Proxies Department, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, to be received by no later than 14:00 on Thursday, 5 March 2009 or may be handed to the Chairman of the reconvened scheme meeting not later than 10 minutes before the time of the reconvened scheme meeting. Notwithstanding the foregoing, the Chairman may approve, in the Chairman`s discretion, the use of any other form of proxy.

Copies of:

1. this notice;
2. the order;
3. all papers filed with the court in respect of the urgent application launched by Letseng Diamonds Limited on 6 February 2009 under case number 2009/5240, in terms of which the order was granted by the court; and
4. the document dated 15 December 2008 containing the notice of scheme meeting, the form of proxy to be used at the scheme meeting and any adjourned scheme meeting, the scheme, the explanatory statement in terms of section 312(1) of the companies act explaining the scheme and the order of court convening the scheme meeting, may be inspected by JCI shareholders and copies thereof obtained on request, free of charge, during normal business hours, at the registered office of JCI, 10 Benmore Road, Morningside, Sandton, 2196, at any time prior to the reconvened scheme meeting.

Notes:

1. The above dates and times are subject to further change. Any such change will be published on SENS and in the South African press. Any reference to time is a reference to South African time.
2. A notice containing revised important dates and times after the date of the Court hearing on Wednesday, 18 March 2009 shall, if necessary, be published after the reconvened scheme meeting shall have been held.
3. A form of proxy may be handed to the chairman of the reconvened scheme meeting up to 10 minutes before the commencement of the reconvened scheme meeting.
4. Shareholders on the South African register should note that as JCI is settling through Strate, settlement for trade takes place 5 business days after such trade. Therefore persons who acquired shares in JCI after Wednesday, 25 February 2009 will not be eligible to vote at the reconvened scheme meeting.

JCI Limited
Johannesburg
12 February 2009
Corporate adviser and sponsor to JCI
Sasfin Capital
A division of Sasfin Bank Limited
Corporate Law Advisers to the scheme
Taback and Associates (Proprietary) Limited
Date: 12/02/2009 17:27:07 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

RESULTS OF SCHEME MEETING 
RENEWAL OF CAUTIONARY ANNOUNCEMENT

JCI shareholders are advised that at the adjourned scheme meeting of JCI shareholders held on Monday, 2 February, the scheme of arrangement (“the scheme”) in terms of section 311 of the Companies Act (Act 61 of 1973, as amended) (“the Act”) proposed by Randgold and Exploration Limited (“R&E”) between JCI and its shareholders excluding R&E (“scheme members”) was not agreed to by the requisite majority of scheme members present and voting in person or by proxy at the scheme meeting.

It was a condition of the scheme that by not later than Tuesday, 31 March 2009 (or such later date up to Monday, 29 June 2009 as JCI and R&E may, prior to 31 March 2009, agree in writing), the scheme shall have been agreed to by a majority representing not less than three-fourths of the votes exercisable by the scheme members present and voting, either in person or by proxy, at the scheme meeting or any adjournment thereof. This condition has not been satisfied.

Renewal of cautionary announcement
In the light of the above, JCI shareholders are advised to continue to exercise caution in trading their shares over the counter until such time as a further announcement is made.

Johannesburg
3 February 2009
Corporate adviser and Sponsor to JCI:
Sasfin Capital (a division of Sasfin Bank Limited)
Corporate Law Advisers to the scheme:
Taback and Associates (Proprietary) Limited
Attorneys to JCI:
Routledge Modise Inc.

Date: 03/02/2009 15:57:02 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

R&E-aandeelhouers word meegedeel dat, tydens die algemene vergadering van R&E-aandeelhouers wat vandag, Maandag, 19 Januarie 2009 om 10:00 gehou is, die oorweldigende meerderheid R&E-aandeelhouers goedkeuring verleen het vir die spesiale en gewone besluite wat ter tafel gelê is ten opsigte van die voorgestelde samesmelting met JCI Beperk (“JCI”) wat op 5 Desember 2008 gesirkuleer is aan R&E-aandeelhouers.

R&E-aandeelhouers word verder in kennis gestel dat tydens die skema vergadering van JCI-aandeelhouers (uitgesluit R&E) wat vandag, Maandag, 19 Januarie 2009 om 14:00 gehou is, in terme van artikel 311 van die Maatskappywet (61 van 1973) (soos gewysig), verdaag is tot Maandag, 2 Februarie 2009 nadat ’n aansoek vir uitstel van sekere JCI-aandeelhouers ontvang is. Die uitslag van die verdaagde vergadering sal so spoedig moontlik aan R&E-aandeelhouers gekommunikeer word na die uitgestelde vergadering gehou is.

19 Januarie 2009
Johannesburg

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R&E shareholders are informed that at the general meeting of R&E shareholders held today, Monday, 19 January 2009, at 10h00, the special and ordinary resolutions tabled in respect of the proposed merger with JCI Limited (“JCI”), as circulated to the shareholders of R&E on 5 December 2008, was approved by an overwhelming majority of R&E shareholders.

R&E shareholders are further advised that at the scheme meeting of JCI shareholders(excluding R&E) held today, Monday, 19 January 2009, at 14:00, in terms of section 311 of the Companies Act (61 of 1973) (as amended), was adjourned until Monday, 2 February 2009 following an application for an adjournment which was made by certain JCI shareholders. The results of such adjourned meeting will be communicated to R&E shareholders as soon as is practicably possible after such adjourned meeting is held.

19 January 2009
Johannesburg
Sponsor and Corporate Adviser: PSG Capital (Pty) Limited
Attorneys to R&E: Van Hulsteyns

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