Zurich Insurance Company South Africa Limited Annual Report 2007

Notice to Shareholders

Zurich Insurance Company South Africa Limited (Incorporated in the Republic of South Africa) (Registration number 1965/006764/06) Share code: ZSA ISIN: ZAE000094496 (“Zurich SA” or “the Company”)

Notice is hereby given that the forty–third Annual General Meeting of shareholders of Zurich SA will be held at the offices of the Company, Zurich House, The Braes, 193 Bryanston Drive, Bryanston, on Wednesday May 21, 2008 at 10:00 to consider and, if deemed fit, to pass with or without modification, the following ordinary and special resolutions in the manner required by the Companies Act No. 61 of 1973 as amended, and subject to the JSE Listings Requirements:

Ordinary business

1	Adoption of Annual Financial Statements
	“THAT the audited Annual Financial Statements of the Company and the Group for the year ended December 31, 2007 together with the report of the auditors thereon, be considered and adopted.”

2	Election of Directors

2.1	“THAT Mr DM Burton, an Executive Director, who retires in terms of the Company’s Articles of Association (“the Articles”), and being eligible has offered himself for re–election as an Executive Director, be reelected.” Details of an Executive Director up for re–election:
	Mr DM Burton ACII (59)
	1969 – 1986 Administration Manager:	AA Mutual Insurance
	1986 – 1999 Various senior positions:	SA Eagle
	1999 – 2005 General Manager:	Sales
	2005 – to date Executive Director:	Sales: Zurich SA

2.2	“THAT Mr CN Zungu, an Executive Director, who retires in terms of the Company’s Articles, and being eligible has offered himself for re–election as an Executive Director, be re–elected.” Details of an Executive Director up for re–election:
	Mr CN Zungu BCom (51)
	1994 – 2000	Human Resources Director: Avis Rent-A-Car
	2000 – 2005	General Manager: People Management: SA Eagle
	2005 – to date	Executive Director: People Management: Zurich SA

2.3	“THAT Mr DS Phiri, a Non-Executive Director, who retires in terms of the Company’s Articles, and being eligible has offered himself for re–election as a Non-Executive Director, be re-elected.”

	Details of a Non-Executive Director up for re–election:
	Mr DS Phiri BJuris, LLB, HDip Corporate Law, LLM (51)

	1991 – 2000	Partner/Attorney: Phiri–Moalusi Attorneys
	2000 – 2003	Legal Corporate Advisor: Royal Bafokeng Finance
	2003 – to date	Chief Executive Officer: Merafe Resources
	2005 – to date	Non-Executive Director: Zurich SA

2.4	“THAT Mr SG Morris, a Non-Executive Director, who retires in terms of the Company’s Articles, and being eligible and has offered himself for re–election as a Non-Executive Director, be re–elected.”

	Details of a Non-Executive Director up for re–election:
	Mr SG Morris BCom CA (SA) (62)
	1966 – 1999	Chairman; Senior Partner; Deputy Chief Executive Officer; Chief Executive Officer: KPMG South Africa
	1999 – 2004	Group Financial Director: Nedcor
	2005 – to date	Non-Executive Director: Zurich SA

3	Approval of Directors’ remuneration
	“THAT the joint remuneration of the Directors as reflected within this website, to which this notice forms part, be approved.”

4	Approval of reappointment of auditors
	“THAT the reappointment of PricewaterhouseCoopers Inc. as auditors of the Company until the next Annual General Meeting be approved.”

5	Approval of auditors’ remuneration
	“THAT the Directors be and are hereby authorised to fix and pay the auditors’ remuneration for the year ended December 31, 2007 be approved.”

Special business
Shareholders will be requested to consider, and if deemed fit, to pass the following resolutions with or without amendments.

Ordinary resolution number 1
Place unissued shares under the control of the Directors

“THAT the entire authorised but unissued ordinary share capital of the Company be and is hereby placed under the control of the Directors until the forthcoming Annual General Meeting and that they be and are hereby authorised and empowered to allot, issue and otherwise dispose of such shares on such terms and conditions and at such times as they may deem fit, subject to the provisions of the Companies Act (Act 61 of 1973), as amended (“the Act”), the Company’s Articles and the JSE Limited (“JSE”) Listings Requirements, when applicable.”

Ordinary resolution number 2
Issue unissued shares in the Company for cash

“THAT the Directors of the Company be authorised, by way of a General Authority to allot and issue unissued shares in the Company for cash as and when they in their discretion deem fit, subject to the Companies Act, the Company’s Articles and the JSE Listings Requirements, when applicable, and the following limitations, namely:

That this authority shall not extend beyond 15 (fifteen) months from the date of this meeting or the date of the next Annual General Meeting, whichever is the earlier date; That the issue shall be to public shareholders, as defined in the JSE Listings Requirements and not to related parties; That a paid press release, 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 year, 5% (five percent) or more of the number of ordinary shares issued prior to the issue; That issues in the aggregate in any financial year shall not exceed 8% (eight percent) of the number of ordinary shares of the Company’s issued share capital, including instruments which are convertible into ordinary shares; That, in determining the price at which an issue for shares will be made in terms of this authority, the maximum discount permitted be 10% (ten percent) of the weighted average traded price of the shares in question over the 30 (thirty) business days prior to the date that the price of the issue is determined or agreed to by the Company’s Directors and the party subscribing for the shares; That the equity securities which are the subject of the issue for cash must be of a class already in issue, or where this is not the case must be limited to such securities or rights that are convertible into a class already in issue; and Any other requirements the JSE may have."

In terms of the Listings Requirements of the JSE, 75% (seventy-five percent) of the votes cast by shareholders present or represented by proxy at the Annual General Meeting must be cast in favour of this Ordinary Resolution for it to be approved.

Special resolution number 1
Authority to repurchase shares

“THAT the Company hereby approves, as a general approval contemplated in Section 85 of the Companies Act, 1973 (Act 61 of 1973), as amended (“the Act”), the acquisition by the Company of its own shares, or of shares in its holding company or to permit a subsidiary of the Company to purchase shares in the Company, upon such terms and conditions and in such amounts as the Directors of the Company may decide, but subject to the provisions of the Articles, the Companies Act and the JSE Listings Requirements from time to time, subject to the following limitations:

That this General Authority shall not extend beyond 15 (fifteen) months from the date of this meeting or the date of the next Annual General Meeting, whichever is the earlier date; That any such repurchase be implemented through the order book operated by the JSE and done without prior understanding or arrangement between the Company and the counter party; That a paid press release giving such details as may be required in terms of the Listings Requirements of the JSE be published when the Company or its subsidiaries have cumulatively repurchased 3% (three percent) of the initial number of shares in issue and for each 3% (three percent) in aggregate of the initial number of that class acquired thereafter; That the general repurchase may not in the aggregate in any one financial year exceed 20% (twenty percent) of the number of shares in the Company’s issued share capital at the time this authority is given provided that the acquisition of shares by a subsidiary of the Company may not exceed 10% (ten percent) of the number of issued shares of the Company if such shares are to be held as treasury stock; That, in determining the price at which shares may be repurchased in terms of this General Authority, the maximum premium permitted be 10% (ten percent) above the weighted average traded price of the shares as determined over the 5 (five) business days immediately preceding the date of the repurchase of such ordinary shares by the Company; That the Company or its subsidiary are not repurchasing securities during a prohibited period as defined in the JSE Listings Requirements unless they have in place a repurchase programme where the dates and quantities of the securities to be traded during the relevant period are not fixed (not subject to variation) and full details of the programme have been disclosed in an announcement over SENS prior to the commencement of the prohibited period; The Company only appoints one agent to effect any repurchase(s) on its behalf; The sponsor to the Company provides a letter on the adequacy of working capital in terms of Section 2.12 of the JSE Listings Requirements prior to any repurchases being implemented on the open market of the JSE; That the Company may only undertake a repurchase of securities if, after such repurchase, it complies with the JSE Listings Requirements concerning shareholder spread requirements; and That such repurchase shall be subject to the Act and the applicable provisions of the Listings Requirements of the JSE.”

The Directors undertake that, for a period of 12 (twelve) months following the date of the general repurchase they will not undertake any such repurchases unless:
The Company and the Group will, after payment for such maximum repurchase, be able to repay its debts in the ordinary course of business; The Company’s and the Group’s assets, fairly valued according to International Financial Reporting Standards and on a basis consistent with the last financial year of the Company will, after such payment, exceed the Company’s and the Group’s liabilities; The Company’s and the Group’s share capital and reserves will, after such payment, be available for ordinary business purposes; and The Company and the Group will, after such payment, have sufficient working capital available for ordinary business purposes.

Reason and effect
The reason for and the effect of Special Resolution number 1 is to grant the Directors a General Authority, up to and including the date of the following Annual General Meeting of the Company, to approve the Company’s purchase of shares in itself, or of shares in its holding company, or to permit a subsidiary of the Company to purchase shares in the Company, subject to the limitations set out above.

Intention
The Board has no immediate intention to use this authority to repurchase Company shares. However, the Board is of the opinion that this authority should be in place should it become appropriate to undertake a share repurchase in the future.

The JSE Listings Requirements require the following disclosures, some of which are elsewhere in the Annual Report of which this notice forms part as set out below:

Directors and management Major shareholders of Zurich SA Directors’ interests in securities Share capital of the Company

Litigation statement
The Directors are not aware of any legal or arbitration proceedings, including proceedings that are pending or threatened, that may have or have had in the recent past, being at least the previous 12 (twelve) months, a material effect on the Group’s financial position.

Directors’ responsibility statement
The Directors collectively and individually accept full responsibility for the accuracy of the information pertaining to this resolution and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this resolution contains all information required by law and the JSE Listings Requirements.

Material change
Other than the facts and developments reported on in the Annual Report, there have been no material changes in the financial position of Zurich SA and its subsidiaries since the date of signature of the audit report and the date of this notice.

Voting and Proxies
Shareholders who have not dematerialised their shares or who have dematerialised their shares with “own name” registration are entitled to attend and vote at the meeting and are entitled to appoint a proxy or proxies to attend, speak and vote in their stead. The person so appointed need not be a member. Proxy forms must be forwarded to reach the Company’s Transfer Secretaries, Computershare Investor Services 2004 (Pty) Limited,70 Marshall Street, Johannesburg, 2001 South Africa or posted to the Transfer Secretaries at PO Box 61051, Marshalltown, 2107 to be received by no later than 10:00 on Monday May 19, 2008. Proxy forms should only be completed by shareholders who have not dematerialised their shares or who have dematerialised their shares with “own name” registration. On a show of hands, every member of the Company present in person or represented by proxy shall have one vote only. On a poll, every member of the Company shall have one vote for every share held in the Company by such member. Shareholders who have dematerialised their shares, other than those members who have dematerialised their shares with “own name” registration, should contact their Central Securities Depository Participant or broker in the manner and time stipulated in their agreement:
To furnish them with their voting instructions; and In the event that they wish to attend the meeting, to obtain the necessary authority to do so.

By order of the Board

TA Pitman
Group Company Secretary
March 29, 2008

Registered office
Zurich House, The Braes, 193 Bryanston Drive, Bryanston, 2021, South Africa

Transfer secretaries
Computershare Investor Services 2004 (Pty) Limited
70 Marshall Street, Johannesburg, 2001, South Africa
PO Box 61051, Marshalltown, 2107