Notice of annual general meeting

Notice is hereby given that the 27th annual general meeting of shareholders of KAP International Holdings Limited (the company) will be held at Feltex Holdings (Proprietary) Limited, 291 Paisley Road, Jacobs, Durban on Tuesday, 21 June 2005, at 08h00 to consider the following:

Ordinary Resolution Number 1

To consider and adopt the audited annual financial statements of the company and the group for the year ended 31 December 2004.

Ordinary Resolution Number 2

To approve the directors' remuneration in terms of the company's articles of association for the year ended 31 December 2004, as disclosed in the annual financial statments.

Ordinary Resolution Number 3

To elect directors in the place of those directors retiring in accordance with the company's articles of association. Retiring directors are eligible and available for re-election and all six have indicated that they are available for re-election.

Directors appointed by the board and retiring at the annual general meeting are Messrs M J Jooste, F Möller, J B Magwaza, I N Moloto and S H Nomvete. Mr R D Radford retires by rotation.

Brief particulars of directors that have indicated that they are available for re-election are reflected on page 3.

Ordinary Resolution Number 4

To confirm the re-appointment of Deloitte & Touche as the auditors until the next annual general meeting and to authorise the directors to fix their remuneration

Ordinary Resolution Number 5

To consider and, if deemed fit, to pass the following ordinary resolution with or without modification:

"Resolved that the unissued ordinary shares in the capital of the company be placed under the control of the directors who shall be authorised to allot and issue these shares at such time and on such terms and conditions as they may determine, subject to section 221 of the Companies Act, 1973 (Act 61 of 1973), as amended, the articles of association of the company and the Listings Requirements of the JSE Securities Exchange South Africa."

Ordinary Resolution Number 6

To consider and, if deemed fit, to pass the following ordinary resolution with or without modification:

"Resolved that this resolution, subject to ordinary resolution number 5 being passed, in the form proposed or any modified form, and subject to not less than 75% of the votes cast by those shareholders of the company present in person or represented by proxy and entitled to vote at this meeting at which this resolution is proposed, voting in favour of this resolution, the directors of the company be and they are hereby authorised by way of a general authority to issue all or any of the authorised but unissued ordinary shares in the capital of the company for cash, as and when they in their discretion deem fit, subject to the Companies Act, 1973 (Act 61 of 1973), as amended, the articles of association of the company and the Listings Requirements of the JSE Securities Exchange South Africa, provided:

• that this authority is valid until the company's next annual general meeting, provided that it shall not extend beyond 15 months from the date that this authority is given;
   
• that a paid press announcement giving full details including the impact on net asset value and earnings per share will be published at the time of any issue representing, on a cumulative basis within one financial year, 5% or more of the number of shares in issue prior to the issue;
   
• that issues in the aggregate in any one financial year may not exceed 15% of the number of shares in the company's issued share capital;
   
• that in determining the price at which an issue of shares may be in terms of this authority, the maximum discount permitted will be 10% of the weighted average traded price as determined over the 30 days prior to either the date of the paid press announcement or, where no press announcement is required and none has been made, the date of the director's resolution authorising the issue (the JSE will be consulted for a ruling if the company's securities have not traded in such 30 business day period), and
   
• that any such issue will only be made to public shareholders as defined by the JSE Securities Exchange South Africa."

Ordinary Resolution Number 7

To transact such other business as may be transacted at an annual general meeting

Each member, including a member who has dematerialised his/her shares through a Central Securities Depository Participant (CSDP) and has elected to have those shares registered in his/her own name, entitled to attend and vote at the general meeting, may appoint one or more proxies to attend, speak and vote in his/her stead. A proxy need not be a member of the company. A member, who has dematerialised his/her shares (other than those with "own name registration"), who wishes to attend the annual general meeting must instruct his/her CSDP or broker to issue them with the necessary written authority in terms of the custody agreement entered into between the shareholder and his/her CSDP or broker, to attend the annual general meeting or if such shareholders wish to vote by way of proxy they should provide the CSDP or broker with their voting instruction.

A form of proxy is attached for those shareholders who wish to be so represented. Duly completed forms of proxy together with the documents conferring the authority to the signatory and under which it is signed (if any) must be forwarded to the company's transfer secretaries, Computershare Investor Services 2004 (Proprietary) Limited, 70 Marshall Street, Johannesburg, 2001, so as to arrive not less than 48 hours (excluding Saturdays, Sundays and public holidays) before the time fixed for the meeting.

By order of the board

M Balladon
Company secretary
6 May 2005