THE
CORPORATE
CODES

Collett SAB&T Report June 2003

In the opinion of Frangos, the Payne investigation was “a whitewash”. In order to uncover the real facts, Frangos, through his attorneys, the corporate law firm Webber Wentzel Bowens, appointed Collett and Collett/SAB&T to conduct an independent investigation. Collett operated under the mandate of WWB with no limitations as to scope or time. Collett was appointed in mid-February 2003 and completed his investigation with a comprehensive report during June 2003.

The report was submitted to the Minister of Trade and Industry during July 2003 as an attachment to the submission to the Minister of Trade and Industry requesting an investigation into the affairs of Corpcapital, with specific reference to Cytech.

Collett Part 1 – Abbreviations
Collett Part 2 – Purpose and Scope of Investigation
Collett Part 3 – Declarations
Collett Part 4 – Summary of findings and recommendations
Collett Part 5 – Corpcapital structure
Collett Part 6 – Cytech representation and disclosure
Collett Part 7 – The investment in Cytech
Collett Part 8 – Disclosure and accounting for investment in an Associate
Collett Part 9 – Consolidated financial statements and accounting for investments in subsidiaries
Collett Part 10 – How did the Group disclose and account for “Cytech”
Collett Part 11 – Valuation of the Cytech investment
Collett Part 12 – How did the Group (New Corpcap) disclose and account for Cytech
Collett Part 13 – Compliance with statements made and assurance given by the Directors of the Group
Collett Part 14 – Corporate Governance
Collett Part 15 – Payne Report
Collett Part 16 – Conflicts of Interest – Remuneration of the Executive
Collett Part 17 – Directors versus the Companies Act
Collett Part 18 – Conclusions

Collett Annexures

Collett Annexure A1 – Group Structure before merger 31 August 2001
Collett Annexure A2 – Group Structure before merger with subsidiaries 31 August 2001
Collett Annexure B1 – Group Structure after merger 31 August 2001
Collett Annexure B2 – Group Structure after merger with subsidiaries 31 August 2001

Collett Annexure C

Collett Appendices

Collett Appendix 1 – Rights of directors to legal advice
Collett Appendix 2 – Requirement of providing directors with information
Collett Appendix 3 – Executives 120 page response on Cytech
Collett Appendix 3a – Annexure to 120 page report
Collett Appendix 4a – Letter to Liebesman 22 April 2002
Collett Appendix 4b – Letter to Liebesman 7 September 2001
Collett Appendix 5 – 1999 report on incentives for key executives
Collett Appendix 6 – Minutes of Corpgro Board meeting 7 Sept 01
Collett Appendix 7 – The Way Forward
Collett Appendix 8 – Communications re share options
Collett Appendix 9 – Old Mutual correspondence re Liebesman’s remuneration
Collett Appendix 10 – Integrity of Payne investigation
Collett Appendix 11 – PE Corporate Services correspondence
Collett Appendix 12 – Correspondence re Cytech

Collett Commentary on Payne report
Nasdaq and Aim indexes vs Cytech valuations 9 Jan 03
Netainment valuations 9 Jan 03
Nasdaq vs Cytech bar chart
Collett Documents considered essential to complete investigation

THE CORPORATE CODES

Collett SAB&T Report June 2003

THE
CORPORATE
CODES