Form of Proxy

For use by certificated New Clicks shareholders and "own name" dematerialised New Clicks shareholders only, at the annual general meeting of shareholders of the company to be held on Monday, 23 January 2006 at 11:00 at the Auditorium, Investec, 5th Floor, 36 Hans Strijdom Avenue, Foreshore, Cape Town.

I/We (full names – in block letters)



of (address)

being the registered holder of ordinary shares (see note 1) in New Clicks Holdings Limited hereby appoint:

1. or failing him/her

2. or failing him/her

3. the chairman of the meeting, as my/our proxy to attend, speak and vote on my behalf, as indicated below, at the annual general meeting to be held on Monday, 23 January 2006 at 11:00 and at any adjournment thereof.

Number of shares

For Against Abstain

1. Adoption of the financial statements

2. Election of directors

         2.1 Mr PEI Swartz

         2.2 Ms LA Swartz

         2.3 Mr TC Honneysett

3. Approval of directors' fees

4. Directors' control over unissued shares
      (Limited to shares obligated under the
      employee share scheme)

5. General authority to repurchase shares

Unless otherwise instructed above, my/our proxy may vote as he/she deems fit.

Signed by me/us this day of

Signature(s)

Notes

1.	On a poll, a shareholder is entitled to one vote for every share held.
2.	Any alteration or correction made on this form must be initialled by the signatory/ies.
3.	This proxy form must be lodged with the company's transfer secretaries, Computershare Investor Services 2004 (Proprietary) Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) or at the registered office of the company, Cnr Searle and Pontac Streets, Cape Town, no later than 24 hours before the commencement of the meeting or posted to the company secretary at PO Box 5142, Cape Town 8000, to arrive no later than 24 hours before the commencement of the meeting (excluding Saturdays, Sundays and public holidays).
4.	A proxy need not be a shareholder of the company.
5.	If this proxy is signed under the power of attorney or on behalf of a company, such powers of authority, unless previously registered with the company, must accompany it.
6.	If you are a dematerialised shareholder and are not an own name dematerialised shareholder and you are unable to attend the annual general meeting, you must contact your Central Securities Depository Participant ("CSDP") or broker, as the case may be, and furnish it with your voting instructions in respect of the annual general meeting in accordance with the mandate between yourself and the CSDP or broker, as the case may be. You should not complete the attached form of proxy. If your CSDP or broker does not obtain your voting instructions from you in respect of the annual general meeting, it will be obliged to act in terms of your mandate, or if your mandate is silent, to abstain from voting. The instruction must be provided within the time period required by your CSDP or broker, as the case may be.

Statutory

Form of Proxy

Notes