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Free State Developmt (FSDI)

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Thursday 02 October, 2003

Free State Developmt

Statement re Notice of Scheme Meeting


Free State Development and Investment Corporation Limited

(Incorporated in the Republic of South Africa)

(Registration number 1944/016931/06)

(Share code FRE ISIN: ZAE000002739)

('FSD' or 'the Company')

NOTICE OF SCHEME MEETING

Notice is hereby given that in terms of an Order of Court dated Tuesday, 30
September 2003 in the above matter, the High Court of South Africa (Transvaal
Provincial Division) ('Court') has ordered, in accordance with the provisions
of section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended
('Companies Act'), that a meeting ('scheme meeting') of members of the
Applicant registered as such at 17:00 on Friday, 24 October 2003 ('scheme
members') be convened under the chairmanship of David N Beasley, or, failing
him, E A Limberis, an officer of the above Honourable Court, for the purposes
of considering and, if deemed fit, agreeing to, with or without modification,
the scheme of arrangement ('scheme') proposed by Randgold & Exploration Company
Limited ('Randgold & Exploration') between the Applicant and the holders of its
ordinary shares, other than JCI Limited ('JCI') ('scheme shares').

The scheme meeting will be held at 10:00 on Wednesday, 29 October 2003, in the
Auditorium, Ground Floor, 28 Harrison Street, Johannesburg, South Africa.

The object of the scheme is that, upon implementation, the scheme shares will
be acquired by Randgold & Exploration and Randgold & Exploration together with
JCI will become the owner of the entire issued share capital of the Applicant.
In terms of the scheme, the scheme participants will receive shares in Randgold
& Exploration in the ratio of 12,5 Randgold & Exploration shares for every 100
FSD shares held, at 17:00 on the record date of the scheme ('record date'),
which is expected to be Friday, 21 November 2003. The scheme consideration is
expected to be made available on the operative date of the scheme, which is
expected to be Monday, 24 November 2003.

Copies of the scheme, the explanatory statement in terms of section 312(1) of
the Companies Act explaining the scheme, the notice convening the scheme
meeting, the form of proxy to be used at the scheme meeting and the Order of
the Court authorising the convening of the scheme meeting will be included in
the document to be sent to members of the Applicant in regard to the scheme and
copies may, on request by any member of the Applicant during normal business
hours, be inspected at or obtained free of charge from the registered office of
the Applicant, 3rd Floor, 28 Harrison Street, Johannesburg, 2001 and at the
office of the Applicant's London Secretaries.

Each scheme member who holds certificated ordinary shares in the Applicant or
who holds dematerialised ordinary shares in the Applicant through a Central
Securities Depository Participant ('CSDP') or broker and has selected
'own-name' registration may attend, speak and vote in person at the scheme
meeting or may appoint any other person or persons (none of whom needs to be a
member of the Applicant) as a proxy or proxies to attend, speak and vote in
such scheme member's place.

Each scheme member who holds dematerialised ordinary shares in the Applicant
and has not selected 'own-name' registration should timeously inform his CSDP
or broker should he wish to attend, speak and vote at the scheme meeting or
timeously provide his CSDP or broker with his voting instruction in order for
the CSDP or broker to vote on his behalf at the scheme meeting.

The necessary form of proxy (white) will be included in the document to be sent
to members of the Applicant in regard to the scheme. Additional forms of proxy
may be obtained on request from the registered office of the Applicant (as set
out above) or from the office of the Applicant's London Secretaries.

Each form of proxy should be completed and signed in accordance with the
instructions printed thereon and must be lodged with or posted to the
Applicant's transfer secretaries Computershare Limited, 70 Marshall Street,
Johannesburg, 2001 (P O Box 61051, Marshalltown 2107) or the United Kingdom
registrars, Capita Registrars, The Registry, 34 Beckenham Road, Beckenham,
Kent, BR3 4TU, United Kingdom, so as to be received by no later than 10:00 on
Monday, 27 October 2003 or handed to the chairman of the scheme meeting by no
later than 10 minutes before the time for which the scheme meeting has been
convened.

Where there are joint holders of scheme shares, any one of such persons may
vote at the scheme meeting in respect of such scheme shares as if such joint
holder was solely entitled thereto, but if more than one of such joint holders
be present or represented at the scheme meeting, that one of the said persons
whose name appears first in the Applicant's share register or his proxy, as the
case may be, will alone be entitled to vote in respect thereof.

In terms of the Order of the Court, the chairman of the scheme meeting will
report the results of the scheme meeting to the Court at 10:00 or so soon
thereafter as Counsel may be heard on Tuesday, 11 November 2003. A copy of the
chairman's report to the Court will be available for inspection during normal
business hours at the registered office of the Applicant (as set out above),
and at the office of the chairman of the scheme meeting at 1st Floor, 21 West
Street, Houghton, 2198, from the day after the scheme meeting to the date fixed
by the Court for the chairman to report back to it.

The scheme is subject to the fulfilment of certain conditions precedent stated
in the scheme, one of the conditions being the sanction of the scheme by the
Court.

David N Beasley

Chairman of the scheme meeting

Attorneys

Mervyn Taback Incorporated

c/o Block Gross & Associates Incorporated

6th Floor, 28 Church Square, Pretoria, 0001

(PO Box 899, Pretoria, 0002)

2 October 2003


                                                                                                                                                                                                                                                      

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