Form of Proxy for Primedia N Ordinary Shareholders

(Incorporated in the Republic of South Africa) 
(Registration number 1993/003355/06) 
Share code PMA ISIN ZAE000035119 
Share code PMN ISIN ZAE000035127 
Share code PMAP ISIN ZAE 000080529 
(“Primedia” or “the company”)   

This form of proxy is only to be completed by those Primedia shareholders who are holding N ordinary shares in certificated form or recorded on sub-registered electronic form in “own name”. Primedia shareholders who are holding dematerialised N ordinary shares are requested to refer to paragraph 1 and 2 of the “Notes” for further instructions.

For use by all Primedia N ordinary shareholders at the annual general meeting of members to be held on the First Floor, Primedia Place, 5 Gwen Lane (Cnr Fredman Drive), Sandown, Sandton on Friday, 1 December 2006 at 08:30 (“ the annual general meeting”).

as my/our* proxy to act for me/us* at the annual general meeting for the purpose of considering and, if deemed fit, passing, with or without modification, the resolutions to be proposed thereat and at each adjournment or postponement thereof, and to vote for and/or* against such resolutions and/or* abstain from voting in respect of the N ordinary shares in the issued capital of Primedia registered in my/our* name (see note 5) as follows:

Ordinary resolution Number 6 and generally to act as my/our* proxy at the annual general meeting. (If no directions are given, the proxy holder will be entitled to vote or to abstain from voting as that proxy holder deems fit.) 

Each member is entitled to appoint one or more proxies (who need not be a member/s of Primedia) to attend, speak and vote in place of that member at the annual general meeting.

Please read the notes.

*Delete where applicable

1. A form of proxy is only to be completed by those N ordinary shareholders who are:

• holding N ordinary shares in certificated form; or 
• recorded on sub-register electronic form in “own name”.

2. If you have already dematerialised your N ordinary shares through a Central Securities Depository Participant (“CSDP”) or broker and wish to attend the annual general meeting, you must request your CSDP or broker to provide you with a Letter of Representation or you must instruct your CSDP or broker to vote by proxy on your behalf in terms of the agreement entered into between yourself and the CSDP or broker.

3. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend, speak and vote in his/her stead. A proxy need not be a member of the company.

4. Every person present and entitled to vote at the meeting as a member or as a proxy or as a representative of a body corporate shall, on a show of hands, have one vote only, irrespective of the number of N ordinary shares such person holds or represents but, in the event of a poll, a member shall be entitled to that proportion of the total votes in the company which the aggregate amount of the nominal value of the N ordinary shares held by him/her bears to the aggregate of the nominal value of all the N ordinary shares issued by the company.

5. Please insert the relevant number of N ordinary shares/votes and indicate with an X in the appropriate spaces on the face hereof, how you wish your votes to be cast. If you return this form duly signed without any specific directions, the proxy will vote or abstain from voting at his/her discretion.

6. A deletion of any printed details and the completion of any blank space/s need not be signed or initialled. Any alteration must be initialled.

7. The Chairman of the annual general meeting shall be entitled to decline to accept the authority of the signatory under a power of attorney, or on behalf of a company, unless the original power of attorney or authority or a notarially certified copy thereof is produced or has been registered.

8. The signatory may insert the name of any person/s whom the signatory wishes to appoint as his/her proxy, in the blank space/s provided for that purpose.

9. When there are joint holders of N ordinary shares and if more than one such joint holder be present or represented, then the person whose name stands first in the register in respect of such N ordinary shares or his/her proxy, as the case may be, shall alone be entitled to vote in respect thereof.

10. A minor should be assisted by his parent or legal guardian unless the relevant documents establishing his legal capacity are produced or have been registered.

11. The completion and lodging of this proxy form will not prejudice the signatory from attending the annual general meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof should such signatory wish to do so.

12. If the shareholding is not indicated on the proxy form, the proxy will be deemed to be authorised to vote the total N ordinary shareholding.

13. The Chairman of the annual general meeting may reject or accept any proxy form which is completed other than in accordance with these instructions, provided that he is satisfied as to the manner in which a shareholder wishes to vote.

14. Forms of proxy, powers of attorney or any other authority appointing a proxy shall be deposited at the company’s registered office, 6th Floor, Primedia Place, 5 Gwen Lane, Sandown, Sandton 2196 (or posted to PO Box 652110, Benmore, 2010), or at the transfer secretaries: Computershare Investor Services 2004 (Pty) Limited.  70 Marshall Street, Johannesburg, 2001 (or posted to PO Box 61051, Marshalltown, 2107), so as to be received by no later than 08:30 on Wednesday, 29 November 2006.

15. The description of the resolutions to be passed at this annual general meeting are as follows:

    Ordinary resolution number 1 – the adoption of the annual financial statements for the year ended 30 June 2006.

    Ordinary resolution numbers 2 to 6 – to re-elect NJM Canca, I Kirsh, AP Nkuna, K Pillay and CS Seabrooke individually, who retire by rotation.

    Ordinary resolution number 7 – to confirm the appointment of MN Lekota since the last annual general meeting.

    Ordinary resolution number 8 – to re-appoint Deloitte & Touche as auditors of the company for the ensuing year.

    Ordinary resolution number 9 – to place the unissued shares under the control of the directors.

    Ordinary resolution number 10 – to make two specific payments to all ordinary and N ordinary shareholders out of the company’s share premium.

    Special resolution – to authorise the company and/or any of its subsidiaries to acquire the company’s ordinary and N ordinary shares.