NGWENYA 3 SHARE BLOCK LIMITED Registration No: 1969/017542/06 NGWENYA 4 SHARE BLOCK LIMITED Registration No: 2005/005826/06

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2 NGWENYA 3 SHARE BLOCK LIMITED Registration No: 1969/017542/06 NGWENYA 4 SHARE BLOCK LIMITED Registration No: 2005/005826/06 NGWENYA 3 SHARE BLOCK LIMITED Registration No: 1969/017542/06 NGWENYA 4 SHARE BLOCK LIMITED Registration No: 2005/005826/06 NOTICE OF THE COMBINED ANNUAL GENERAL MEETING KENNISGEWING VAN DIE GEKOMBINEERDE ALGEMENE JAARVERGADERING Notice is hereby given of the combined Annual General Meeting of Ngwenya 3 Share Block Limited and Ngwenya 4 Share Block Limited. The meeting will be held at the Johannesburg Country Club on Friday, 12 October 2012 at 14h00 (map included). AGENDA: PAGE 1. Open and Welcome. 2. Apologies / Proxies / Quorum. 3. Minutes of the AGM held on 1 November Presentation of the Chairman s integrated Report Presentation of the Annual Financial Statements and Directors report for the year ended 29 February 2012 for: Ngwenya 3 Share Block Limited. Ngwenya 4 Share Block Limited Approval of Auditors Remuneration. 7. Appointment of Auditors. 8. Approval of Insurance Values with or without amendments Election and appointment of Directors. 10. Appointment of Audit Committee. 11. Dissolution of meeting. Hiermee word kennis van die gekombineerde Algemene Jaarvergadering van Ngwenya 3 Share Block Limited en Ngwenya 4 Share Block Limited gegee. Die vergadering sal te Johannesburg Buiteklub op Vrydag, 12 Oktober 2012 om 14h00 gehou word (padkaart ingesluit). AGENDA: BL 1. Opening en Verwelkoming. 2. Verskonings / Volmagte / Kworum. 3. Notule van die Jaarvergadering gehou op 1 November Aanbieding van die Voorsitter se geïntegreerde Verslag Aanbieding van die Finansiële Jaarstate en Direkteursverslag vir die jaar geëindig 29 Februarie 2012 vir: Ngwenya 3 Share Block Limited. Ngwenya 4 Share Block Limited Goedkeuring van die Ouditeursvergoeding. 7. Aanstelling van Ouditeure. 8. Goedkeuring van Versekeringswaardes met of sonder wysigings Verkiesing en aanstelling van Direkteure. 10. Aanstelling van Ouditkomitee. 11. Ontbinding van die vergadering. NOTE Every member who is entitled to vote may appoint a proxy and the proxy form attached hereto, must be completed and received at the VRS offices at least 48 hours before the scheduled commencement time of the meeting. Please (sbagm@oaks.co.za), fax ( ) or post (PO Box 35580, Menlo Park, 0102). Please note: Meeting participants (including proxies) are required to provide reasonably satisfactory identification before being entitled to attend or participate in a Members meeting Forms of identification include a valid identity document / driver s licence / passport. NOTA Elke lid wat geregtig is om te stem mag ʼn gevolmagtigde aanstel en die volmagvorm, hierby aangeheg, moet voltooi en ontvang word by VRS se kantore ten minste 48 uur voor die aanvang van die vergadering. Stuur dit asseblief per e-pos (sbagm@oaks.co.za), faks ( ) of pos (Posbus 35580, Menlo Park, 0102). Neem asseblief kennis: Persone wat die vergadering bywoon moet redelike bevredigende identifikasie voorsien voordat hulle geregtig is om die Ledevergadering by te woon of daaraan deel te neem. Bewys van identifikasie sluit geldige identiteitsdokument / rybewys /paspoort in. BY ORDER OF THE BOARD IN OPDRAG VAN DIE RAAD 1

3 DEAR MEMBER You are cordially invited by the Management of Ngwenya 3 Share Block Limited and Ngwenya 4 Share Block Limited to attend the combined Annual General Meeting to be held at the Johannesburg Country Club on 12 October 2012 at 14h00. Enclosed herewith the following documents relating to the combined Annual General Meeting of Ngwenya 3 Share Block Limited and Ngwenya 4 Share Block Limited. GEAGTE LID U word hartlik deur die Bestuur van Ngwenya 3 Share Block Limited en Ngwenya 4 Share Block Limited uitgenooi na die gekombineerde Algemene Jaarvergadering wat gehou word te Johannesburg Buiteklub op 12 Oktober 2012 om 14h00. Ons sluit hierby dokumentasie ten opsigte van die gekombineerde Algemene Jaarvergadering van Ngwenya 3 Share Block en Ngwenya 4 Share Block Limited in. DOCUMENT: PAGE 1. Notice of the Annual General Meeting and Agenda Minutes of the Annual General Meeting held on 1 November Chairman s integrated Report Annual Financial Statements for the year ended 29 February 2012 for: Ngwenya 3 Share Block Limited. Ngwenya 4 Share Block Limited Proposed Insurance Values Proxy Form Nomination of Directors Form RSVP. 51 DOKUMENT: BL 1. Kennisgewing van die Algemene Jaarvergadering en Agenda Notule van die Algemene Jaarvergadering gehou op 1 November Voorsitter se geïntegreerde Verslag Finansiële State vir die jaar geëindig 29 Februarie 2012 vir: Ngwenya 3 Share Block Limited. Ngwenya 4 Share Block Limited Voorgestelde Versekeringswaardes Volmagvorm Direkteursnominasievorm Aanvaarding van uitnodiging. 51 Should you wish to have any matter of general interest raised at the meeting then please submit same in writing, to be received at least 48 hours before the meeting commences, to VRS, via (sbagm@oaks.co.za), fax ( ) or post (PO Box 35580, Menlo Park, 0102). Indien daar enige aangeleentheid is van algemene belang wat u graag wil bespreek, stel dit asseblief op skrif en stuur, sodat dit ontvang word ten minste 48 uur voor die aanvang van die vergadering, aan VRS, per e-pos (sbagm@oaks.co.za), faks ( ) of pos (Posbus 35580, Menlo Park, 0102). REGISTERED ADDRESS: Mooikloof Office Park East C/o Atterbury and Jollify Main Road Mooikloof 0059 GEREGISTREERDE ADRES: Mooikloof Besigheidspark Oos H/v Atterbury en Jollify Main Weg Mooikloof

4 MINUTES OF THE COMBINED ANNUAL GENERAL MEETING OF THE NGWENYA 3 SHARE BLOCK LIMITED AND NGWENYA 4 SHARE BLOCK LIMITED HELD AT JOHANNESBURG COUNTRY CLUB ON THE 1ST OF NOVEMBER 2011 AT 16H30 PRESENT: MEMBERS AS PER THE ATTENDANCE REGISTER DIRECTORS: JW MEYER IL WILCOCKS BH WHITING B MARX J DU PLESSIS (JWM) (IW) (BW) (BM) (JDP) BY INVITATION: VRS AND RESORT STAFF AS PER THE ATTENDANCE REGISTER 1. OPEN AND WELCOME The Chairman opened the meeting and welcomed everyone present. 2. APOLOGIES / PROXIES / QUORUM The Chairman confirmed that 17 apologies and 20 proxies had been received. As due notice of the meeting had been sent timeously and as a quorum was present the Chairman declared the meeting was therefore properly constituted. 3. CONFIRMATION OF THE MINUTES OF THE COMBINED AGM HELD ON 10 NOVEMBER 2010 The meeting accepted the minutes of the previous AGM. 4. MATTERS ARISING FROM THE PREVIOUS MINUTES There were no matters arising from the previous minutes. 5. ACCEPTANCE OF THE CHAIRMAN S REPORT The Chairman s Report having been circulated was taken as read and discussed. The Chairman highlighted issues contained and arising from the report inter alia the section relating to the cession of the Management Agreement and confirmed that following on from an agreement with the Development Company and the Management Company, that the Management Contract for both Companies had been ceded by the current Managing Agent to Vacation Recreational Services (VRS), and that the Share Block Boards had ratified the cession. The cession did not affect the employment of the Resort Staff as same were employed by the Share Block Company. The Chairman then referred to the building of the roads leading to the Resort, the restaurant operation, the upgrading of phase 10, the extension of patio shading at certain units, the Industrial action which took place and the negotiations with RCI regarding grading. Members raised matters relating to the land claim, administrative matters relating to the handover, the developers future plans for the development of the remainder of the property and the hotel development. The Chairman dealt with each item raised to the satisfaction of the Members present. The meeting unanimously accepted the Chairman s report and confirmed the actions of the Directors. 3

5 6. ACCEPTANCE OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2011 The Chairman requested Prof. Ben Marx (BM) to give a brief overview with regards to the responsibilities of the Audit Committee. BM advised that the Audit Committee ensured that the Financial Statements were properly audited. It dealt with the external Auditors and the independent presentation of the Financial Statements. The Chairman requested Gerhard Hoogendoorn to present the Financial Statements for each individual Company and BM as Chairman of the Audit Committee addressed various general questions raised by Members. Resolved by separate unanimous resolution that: The Financial Statements for Ngwenya 3 Share Block Limited and Ngwenya 4 Share Block Limited for the year ended 28 February 2011 and the Directors and Auditors Report contained therein were accepted. 7. CONFIRMATION OF CHANGE IN REGISTERED ADDRESS The Meeting confirmed that the Registered Address of each Company be changed to that of the Managing Agent namely Mooikloof Office Park East, cnr Atterbury and Jollify Main Rd, Mooikloof, APPROVAL OF AUDITORS REMUNERATION The meeting accepted the proposal that the Auditor s fees for the past financial year be approved and paid. Resolved by separate unanimous resolution that: The Auditor s remuneration for 2011 was approved and payment sanctioned. 9. APPOINTMENT OF AUDITORS The meeting accepted the proposal that AFCA and Partners be appointed as the Auditor for the ensuing financial year. Resolved by separate unanimous resolution that: That AFCA and Partners be and are appointed as the Auditors for the ensuing financial year. 10. APPROVAL OF INSURANCE SCHEDULE WITH OR WITHOUT AMENDMENTS The Chairman referred the Members to the combined insurance schedule which had been circulated as part of the AGM pack. The Chairman noted that the Board had a fiduciary duty to ensure that the property was adequately insured. The Insurance Schedule was referred to on an annual basis, replacement values were looked at and the asset register was checked to make sure that it was up to date. The Meeting accepted and unanimously approved the insurance schedule as circulated. 11. ELECTION OF DIRECTORS Determination of the Number of Directors: The Chairman explained that due to the previous provisions of the Corporate Law Amendment Act the Company was obligated to appoint two independent Directors to serve on the Audit Committee. The new Companies Act did not have the same provision and Directors who qualified were eligible to serve on the Audit Committee, this meant that the size of the Boards of the two Companies could again be reduced to 6 Members and the composition of Directors kept in line with the provisions of each Company s articles. The Members discussed the merits of the proposal and the cost savings that would be achieved. RESOLVED BY UNANIMOUS RESOLUTION THAT: The number of Directors to be elected and to serve on each of the Boards is decreased from eight to six with immediate effect. 4

6 11.2. ELECTION OF DIRECTORS OF NGWENYA 3 SHARE BLOCK LIMITED AND NGWENYA 4 SHARE BLOCK LIMITED The Chairman advised that the current Directors served as Directors on both Companies and confirmed that Messrs Whiting and du Plessis were not standing for election as Member s Representatives and thanked them both for their input and participation as Directors. JWM advised that as he was a nominee he proposed that Ms Forssman as Managing Agent attend on the election of Directors and the appointment of the Audit Committee process, the Meeting agreed and JWM handed over the Chair to MF. MF advised that in terms of the provisions of the Company s Articles of Association and the Resolution to limit the Boards of each Company to 6 Directors, the Members were entitled to elect two Directors and the Developer could appoint the remaining four Directors. MF confirmed that on each of the Companies duly completed nominations had been received for Messrs B Marx, JW Meyer, D Kruger and J Shochot as Member s Representatives, and Messrs I WIlcocks, Paul Edkins and Bruce Lywood as appointees by the Developer. The Developer indicated that the Developer would in due course propose a further Director who could then be co-opted. The Meeting duly considered the nominations. Resolved on a unanimous show of hands that: 1. Messrs Marx and Meyer be appointed as Directors representing the individual Members of Ngwenya 3 Share Block Limited and Ngwenya 4 Share Block Limited 2. That the appointees by the Developer in respect of Ngwenya 3 Share Block Limited and Ngwenya 4 Share Block Limited be ratified. 12. APPOINTMENT OF MEMBERS OF THE AUDIT COMMITTEE MF proposed that the Meeting consider the appointment of Messrs Marx, Lywood and Meyer as Members of the Audit Committee. The Meeting seconded and then considered the proposal. Resolved by Unanimous show of hands that: Messrs Marx, Lywood and Meyer were appointed to serve on the Audit Committee. MF congratulated the Directors on their appointments and handed the Chair back to JWM. 13. APPOINTMENT OF SOCIAL & ETHICS COMMITTEE Noted: The Chairman advised that the appointment of the Members to serve on the Social and Ethics Committee would be dealt with by the Board after due consideration bearing in mind that the Committee would consist of 3 Members at least one of which would be a non-executive Director. The Committee would oversee environmental issues, human resources, quality, ethics, social awareness and responsibility. The Committee would report back to the Members at the next Annual General Meeting. 14. SPECIAL RESOLUTIONS SPECIAL RESOLUTION 1: INTER-COMPANY LOANS On a show of hands it was resolved unanimously that the Board of the Company be authorised to approve that the Company provides any direct or indirect financial assistance that the Board of the Company may deem fit to any company or corporation that is related or inter related SPECIAL RESOLUTION 2: REMUNERATION OF DIRECTORS On a show of hands it was resolved unanimously that the Company be authorised to remunerate its non-executive Directors for their services as Directors. The non-executive Members will be remunerated at an amount of R3 000,00 per Board meeting. 5

7 15. GENERAL The Chairman confirmed that the formal and statutory matters relating to the AGM had been dealt with and closed this portion of the meeting CORRESPONDENCE AND QUESTIONS: The Chairman advised that Members were invited to submit questions to the Managing Agent prior to the AGM adding that when correspondence was received it was dealt with immediately. The Chairman invited the Shareholders to raise any matters of general concern and dealt with inter alia to the additional training for the housekeepers, communication between Shareholders and the Resort, interchangeability between Resorts, entry to the Kruger National Park, visitors feeding the animals, re-sales by non-accredited companies, foliage obstructing the view, 3G reception at the Resort and the problem regarding bats in the roofs of some of the units. 16. VOTE OF THANKS AND CLOSING The Chairman thanked the venue Staff for their service, VRS and the Resort Staff for their passion and effort in running and maintaining a superb Resort, the Members for their participation, feedback and contributions, input and the Board of Directors for their strategic guidance and then duly closed the Meeting. Signed at Ngwenya Lodge on the 24th day of February JW Meyer (Chairman) 6

8 CHAIRMAN S INTEGRATED REPORT Dear Member We have once again reached the exciting time of the year when we have a chance to meet friends and welcome new Members to the combined Ngwenya 3 Share Block Limited and Ngwenya 4 Share Block Limited AGM. I would like to congratulate our Management and Staff on the completion of the improvements, more especially as these have been funded out of savings on other operational expenses. To mention a few of the improvements: Ngwenya 3: The three year renovation program was completed end of September 2011 and the following improvements were completed at Ngwenya 3: Five housekeeping service stations were built; Reception gardens and the parking areas were revamped; New hide was constructed between units 4 and 5; Games room entrance and the kiddies corner areas were renovated; A new 9 hole mini golf course was constructed; A Boma and braais were built at the recreation area; New street lights were installed along path ways and the main road; The pond at phase 9 was revamped and excess reeds removed; Signage on the Resort was upgraded; The generator engine was replaced; The irrigation system was upgraded; Pool loungers and umbrellas were replaced; Trampolines mats and cushions were replaced; The Laundromat was refurbished; and The main store was revamped. Ngwenya 4: The following improvements were completed at Ngwenya 4: The swimming pool retaining wall was completed; The sewage system was upgraded; and The main entrance was upgraded. Then probably the most exciting news in decades is that the tarring of the provincial road to Ngwenya is now virtually completed and as soon as this is done the upgrade to the internal access road will commence. This undoubtedly will make Ngwenya amongst one of the most popular destinations in the industry! As you may know Willie Britz accepted a transfer to another Resort, and Diederik Herholdt has taken over the reins, a BIG thank you and well done to Willie for giving his all to Ngwenya and steering the Resort through major refurbishments and new developments, I am sure I speak on behalf of the Members in thanking Willie for his passion, and wish him every success in the future. To Diederik, welcome and good luck, you have large shoes to fill and we look forward to your achievements! Our Audit Committee under the chairmanship of Ben Marx kept an ever vigilant eye on our financial management and reporting systems and I am pleased to include his report. BEN MARX S REPORT AS CHAIRMAN OF THE AUDIT COMMITTEE It is my pleasure to report on the functioning of the Audit Committee. Our Committee for the year consisted of Bruce Lywood, John Meyer and I. Our Audit Committee operates as a subcommittee of the Board of Directors and a statutory Committee of the Shareholders and reports back to the Board with our findings and recommendations, and I would like to use the opportunity to thank my co-members for their valuable input. The Audit Committee has a statutory responsibility to evaluate the independency of the Auditors as well as their remuneration and their competency to effectively perform the audit of the Company, as well as any other corporate governance responsibilities delegated to the committee by the Board. We are further responsible to make submissions to the Board on any matter concerning 7

9 the Company s accounting policies, financial control, records and reporting as well as to receive and deal appropriately with any concerns or complaints, whether from within or outside the Company. It is the opinion of the Audit Committee that the appointed Auditors for the year, Theunissen Abrie Inc, are independent from the Company. The Audit Committee and the Board of Directors have reviewed the appointment of Auditors for the following financial year and recommend that at the AGM, Theunissen Abrie Inc be reappointed as Auditors for the ensuing financial year. We are further continuously evaluating the internal controls of the Company as well as the accounting policies and reporting to our stakeholders. You will note from the enclosed financial statements that we now have a newly formulated accounting policy based on the provisions of the guideline from SAICA (South African Institute of Chartered Accountants) as to how Share Block Companies should present their financial statements so as to comply with the IFRS (International Financial Reporting Standards). The guideline entails the indefinite transfer to the Members in the Company by the Company, of the right of use and obligation by the Company to such Member and the Company thus has no future economic benefit and merely holds the bare dominium in the property. The right of use in a Share Block Company is inextricably linked to the shares and it makes sense that the right of use should then be held by the Members of the Company so that all future benefits expected from the use of the property are transferred from the Company to the Members as holder of the use rights. The transferred right of use to the Shareholders of the respective Share Block creates the benefit to the Shareholders and the value of the properties / assets lies in this benefit. This is a personal right, which the Shareholder has against the Share Block Company, and this provision would then secure the Shareholder s right and entitlement should the Company be wound-up. The net effect will be that the assets which were initially recognised by the Company for the buildings, plant, equipment, loan obligation and the non-distributable reserves are all derecognised in the financial statements. A Share Block Company may also acquire movable items of property, plant and equipment. And because the right of use of these items vests in the Shareholders of the Share Block Company, these items should also be derecognized as no future economic benefit arising from these items is retained by the Share Block Company. Any loan owed to a Shareholder, bank or third party is a liability of the Share Block Company because the Share Block Company has a present obligation to repay the specified amount on winding up. The Shareholders of the Company have an obligation to the Company equal to its loan obligation in terms of section 14(3) of the Share Block Control Act 1980, Act 59 of This is because, in exchange for the right of use, the Member is required to bear a pro-rata portion of the Share Block Company s loan obligation. The Loan Asset would accordingly be recognized at the same time as the fixed assets are derecognized. The statement of comprehensive income reflects the fact that the Share Block Company is acting as a Principal and not an Agent of Members. The statement of comprehensive income reflects all levies and other income, and all the expenses that the Share Block Company earns and incurs, in order to operate. Practically it will not affect the rights and benefits of the individual Members as this is purely a method of setting out the Statement of Financial position (the old Balance sheet) of the Company. This aspect will be discussed in more detail at the AGM, as the major benefit this also poses is that this now allows the Company to seek classification as a non-profit Company which has longer term benefits re governance and tax. Based on the reclassification of the Company the name of the Company will be further amended to include the letters NPC and Ring fencing (RF) in it, so that all entities dealing with the Company, will be aware of the fact that it is a ring fenced non-profit Company. The levies included in the statement of comprehensive income may include amounts expected to be spent on current year additions to property, plant and equipment as well as levies billed in the current year that relate to future additions to property, plant and equipment whether funded in one year or over a number of years. 8

10 As far as the financial statements are concerned, the following comments relates to the enclosed statements: Ngwenya 3 Share Block: Ngwenya 4 Share Block: Operating results for the year after capital refurbishment expenses resulted in total reserves of Ngwenya 3 Share Block amounting to R10, 692, 634 (Reserves plus Retained income) Ngwenya 3 Share Block is thus both solvent and liquid with the reserves being available in cash. Operating results for the year resulted in the total reserves of Ngwenya 4 Share Block amounting to R (Reserves plus Retained income). Ngwenya 4 Share Block is thus both solvent and liquid. The cash and cash equivalents increased to R from the previous year of R ) The financial statements included in the Notice show the healthy state of the companies and any questions arising from them or the accounting policy will be addressed in more detail at the AGM. Sgd: Ben Marx SOCIAL AND ETHICS COMMITTEE REPORT The new Companies Act has introduced the concept of a mandatory Social and Ethics Committee for Companies that have a Public Interest Score of more than 500. The Score is largely determined by the number of Members in an organisation such as ours. As our score is high due to the number of Members the Board has appointed a Social and Ethics Committee. We will introduce the concept, mandate and terms of reference of the Committee to our Members at the AGM. At future AGM s the Committee will report to the Members regarding their activities findings and proposals. The new Companies Act and its regulations determine the composition and objectives of the Committee which boil down to being the conscience and investigative and reporting mechanism of the Company as a whole and is mandated to ensure that the Company is ethically sound, socially sustainable and environmentally conscious. The Committee has a mandate based on the provisions of Section 72 and Regulation 43 of the Companies Act No 71 of 2008, with due consideration to the recommendations of the Committee has accordingly created a Code of Conduct for the Company and under the guidance of the Board formalized its terms of reference which centre on the directives of Regulation 43, which inter alia include the duty to monitor the activities of the Company, having regard to any relevant legislation, other legal requirements or prevailing codes of best practice, relating to aspects such as: Social values and ethical standards; Corporate behaviour and practices and legal requirements relating to customers, employees and suppliers; Effective management of a whistle blowers reporting facility; Conducting fraud/risk assessments. The Committee is obligated to draw matters within its mandate to the attention of the Board as occasion requires and to report to the Members at an Annual General meeting regarding the execution of its mandate and activities. Members are invited to bring matters which fall within the mandate of the Committee to the attention of its Members or by directing such correspondence to myself as Chairman. NEW LEGISLATION AND NEW ACCOUNTING STANDARDS The directive from SAICA has been the source of much discussion and investigation by the industry, and most companies are now adopting the guideline in the presentation of their financial statements. The major benefit this also poses is that this now allows the Company to seek classification as a Non Profit Company which has longer term benefits re governance and tax. Based on the reclassification of the Company the name of the Company will be further amended to include the letters NPC and (RF) in it, so that all entities dealing with the Company will be aware of the fact that it is a non-profit, ring fenced Company. Please read the explanatory information included in the notice regarding the Special Resolutions, and if the event that you would like further information or have any questions, please do not hesitate to contact Management or a Director, who will be able to explain the situation and requirements of the new Companies Act. 9

11 For the Special Resolutions to be considered we require a quorum representing 25% of all the voting rights in the Company and for the Resolutions to be passed 75% of those then present need to vote in favour of the resolution. Your participation or proxy is therefore vitally important. Please make every effort to attend the Annual General meeting, so that we can discuss matters of mutual importance, as this also allows your Board and Management to obtain your input and feedback relating to the strategic direction of the Company, however, if you can t attend then please complete BOTH the proxy forms one for the AGM and the other for the General Meeting. DIRECTORS I would like to thank the Board of Directors for their positive input relating to the strategic direction of the Company, and is encouraging to know that whilst we only meet on a quarterly basis, the Board s full attention is focussed on the interests of the Members re improving the Resort and attempting to curb expenditure as and where possible. FINAL COMMENTS In closing, I would once again like to thank VRS and the Resort Management and all Staff for their commitment, dedication and passion for the Resort and our Members, your contributions are appreciated and recognised. I am sure I speak on behalf of all our Members when extending the thanks. I look forward to meeting with you at the meeting where we can once again exchange views and catch up on your news, and until then I wish you Godspeed and many Blessings. Regards John Meyer Chairman 10

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46 NGWENYA 3 SHARE BLOCK LTD AND NGWENYA 4 SHARE BLOCK LTD COMBINED PROJECTED INSURANCE SCHEDULE EFFECTIVE FROM 01 OCTOBER 2012 TO 30 SEPTEMBER 2013 TYPE DESCRIPTION COVERED FOR SUM INSURED CURRENT CURRENT PREMIUM SUM INSURED RENEWAL RENEWAL PREMIUM Buildings* All Standard Buildings Fire, lightning, flood, Special R 55,682,200 R 168, R 64,969,520 R 206, perils All Wood/Thatch Buildings Fire, lightning, flood, Special R 67,255,580 R 344, R 70,059,638 R 365, perils Contents Contents - All Standard Buildings Fire, lightning, flood, Special R 10,819,000 R 32, R 12,197,900 R 36, perils Contents - All Wood/Thatch Buildings Fire, lightning, flood, Special R 13,517,500 R 68, R 14,770,250 R 76, perils Fire General & Equipment - Fire Section Fire, lightning, flood, Special R 9,403,515 R 18, R 10,352,015 R 20, perils Office Contents Various Assets as per Asset Register Fire, lightning, flood, Special R 495,000 R 5, R 544,500 R 6, perils Theft Entire contents of insured property Theft R 50,000 R 3, R 50,000 R 3, Goods in Transit By or to the Insured All Risk in Transit R 200,000 R 3, R 200,000 R 3, Business All Risk Items as per Asset Register All Risks R 480,670 R 16, R 480,670 R 16, Accidental Damage Entire contents of insured property Accidental Loss / Damage R 20,000 R 2, R 20,000 R 2, Machinery Breakdown Generator & Pumps & similar Equipment Physical Damage R 3,022,515 R 60, R 3,247,515 R 64, Electronic Equipment Items as per Asset Register Material loss, damage R 487,340 R 13, R 487,340 R 13, PREMIUM PREMIUM FOR FIRE RELATED SECTIONS R 738, R 816, Money Loss or Damage (R seasonal Insurance incl at no extra) Loss or damage to Money on premises Fidelity Fraud by Employees Loss / Financial loss due do Fraud Group personal Accident Key Person/Employee Death/Disability of Key Person (WP Britz) R 83,000 R 1, R 83,000 R 1, R 30,000 R 1, R 30,000 R 1, R 260,000 R 1, R 260,000 R 1, PREMIUM PREMIUM FOR ABOVE SECTIONS R 4, R 4, Public Liability General Public Liability Ngwenya Share Block 3 & 4 Ltd R 50,000,000 R 11, R 50,000,000 R 11, PREMIUM PREMIUM FOR PL SECTION R 11, R 11, Motor As per Asset Register Comprehensive R 769,800 R 30, R 677,700 R 26, PREMIUM PREMIUM FOR MOTOR SECTION R 30, R 26, SASRIA Political unrest, strikes, riots etc. R 29, R 32, Commission (Included - Not additional to R 157, R 168, premium) Admin Fee R R Directors & Officers Liability Directors & Officers Liability Ngwenya Share Block 3 Directors and Officers Liability (once off) Ngwenya Share Block 4 Directors and Officers Liability (once off) Directors and Officers Liability R 20,000,000 R 15, R 20,000,000 R 15, Directors and Officers Liability R 20,000,000 R 15, R 20,000,000 R 15, TOTAL ESTIMATED PREMIUM CURRENT PER ANNUM CURRENT PER MONTH R 814, R 67, PROJECTED PER ANNUM PROJECTED PER MONTH R 891, R 74, * Please note there are some STD roofs amongst Phases 1 & 2, but premiums calculated on these chalets, are on STD rates. Estimated Insured amounts based on 10% increase on Buildings & Contents, other sections unalterd unless there are any amendments Insurer: Tony Mouton Brokers CC Broker: Adéle Muller Underwriter: Santam Limited 45

47 NGWENYA 4 SHARE BLOCK LTD PROJECTED INSURANCE SCHEDULE EFFECTIVE FROM 01 OCTOBER 2012 TO 30 SEPTEMBER 2013 Type Description Covered for Sum Insured CURRENT Current Premium Sum Insured RENEWAL Renewal Premium Buildings All Standard Buildings Fire, lightning, flood, Special perils R 907, R 2, R 998, R 3, All Wood/Thatch Buildings Fire, lightning, flood, Special perils R 34,166, R 202, R 37,553, R 223, Contents Contents - All Wood/Thatch Buildings Fire, lightning, flood, Special perils R 4,734, R 28, R 5,205, R 30, Fire General & Equipment - Fire Section Fire, lightning, flood, Special perils R 2,530, R 4, R 2,773, R 5, Business All Risk Items as per Asset Register All Risks R 519, R 31, R 519, R 31, Accidental Damage Entire contents of insured property Accidental Loss / Damage R 20, R 2, R 20, R 2, Machinery Breakdown Generator & Pumps & similar Equipment Physical Damage R 297, R 5, R 297, R 5, PREMIUM PREMIUM FOR FIRE SECTIONS R 278, R 301, SASRIA Political unrest, strikes, riots etc. R 7, R 8, Commission (Included - Not additional to R 56, R 59, premium) Admin Fee R R TOTAL PREMIUM FOR NGWENYA 4 SHARE BLOCK LTD CURRENT PER ANNUM CURRENT PER MONTH R 285, R 23, PROJECTED PER ANNUM PROJECTED PER MONTH R 310, R 25, * Please note there are some STD roofs amongst Phases 1 & 2, but premiums calculated on these chalets, are on STD rates. Estimated Insured amounts based on 10% increase on Buildings & Contents, other sections unalterd unless there are any amendments Insurer: Tony Mouton Brokers CC Broker: Adéle Muller Underwriter: Santam Limited 46

48 COMBINED ANNUAL GENERAL MEETING PROXY FORM NGWENYA 3 SHARE BLOCK LIMITED Reg No: 1969/017542/06 NGWENYA 4 SHARE BLOCK LIMITED Reg No: 2005/005826/06 FORM OF PROXY FOR USE BY SHAREHOLDERS AT THE COMBINED ANNUAL GENERAL MEETING OF NGWENYA 3 SHARE BLOCK LIMITED AND NGWENYA 4 SHARE BLOCK LIMITED, TO BE HELD AT THE JOHANNESBURG COUNTRY CLUB, 1 NAPIER ROAD, AUCKLAND PARK, JOHANNESBURG, ON FRIDAY, 12 OCTOBER 2012 AT 14H00. I / We Member No: Of Number of Shares (Votes): Hereby appoint of Or failing him / her the Chairman of the Meeting as my Proxy to vote on my behalf at the Annual General Meeting of the Company, to be held on the above mentioned date and at any adjournment thereof as follows: NGWENYA 3 SHARE BLOCK LIMITED: NGWENYA 4 SHARE BLOCK LIMITED: IN FAVOUR AGAINST ABSTAIN Approval of Auditors Remuneration Appointment of Auditors Approval of Insurance with or without amendments Election and Appointment of Directors: 1. Prof. B Marx 2. Mr. JW Meyer Appointment of Audit Committee (Indicate instruction given to Proxy by means of a cross in the space provided.) Unless otherwise instructed, the Proxy may vote as he / she thinks fit. Signature Signed at this day of Note: Any alteration or correction made to this form of proxy (excluding the deletion of alternatives, and excluding the deletion of singular/plural alternatives) must be initialled by the signatory/ies. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity (e.g. on behalf of a Company, Close Corporation of Trust) must be attached to this form. The completion and lodging of this form of proxy will not preclude the relevant member from attending the meeting, speaking and voting in person thereat, to the exclusion of any proxy appointed in terms thereof, should such member wish to do so. P.T.O GEKOMBINEERDE ALGEMENE JAARVERGADERING VOLMAG VORM NGWENYA 3 SHARE BLOCK LIMITED Reg No: 1969/017542/06 NGWENYA 4 SHARE BLOCK LIMITED Reg No: 2005/005826/06 VOLMAG VIR GEBRUIK DEUR AANDEELHOUERS BY DIE GEKOMBINEERDE ALGEMENE JAARVERGADERING VAN NGWENYA 3 SHARE BLOCK LIMITED EN NGWENYA 4 SHARE BLOCK LIMITED, WAT GEHOU SAL WORD TE JOHANNESBURG BUITEKLUB, 1 NAPIER WEG, AUCKLAND PARK, JOHANNESBURG, OP VRYDAG 12 OKTOBER 2012 OM 14H00. Ek / Ons Lid Nr: Van Aantal Aandele (Stemme): Stel hiermee aan van Of indien nie hy / sy nie, die Voorsitter van die Vergadering om as sy Gevolmagtigde te stem op die Algemene Jaarvergadering van die Maatskappy, wat gehou word op die bogenoemde dag en by enige verdading daarvan en soos volg te stem: NGWENYA 3 SHARE BLOCK LIMITED: NGWENYA 4 SHARE BLOCK LIMITED: TEN GUNSTE TEEN BUITE STEMMING Goedkeuring van Ouditeursvergoeding Aanstelling van Ouditeure Goedkeuring van Versekering met of sonder wysigings Verkiesing en Aanstelling van Direkteure 1. Prof. B Marx 2. Mnr. JW Meyer Aanstelling van Ouditkomitee (Dui opdrag aan Gevolmagtigde aan by wyse van n kruis in die ruimte hierbo voorsien.) Tensy andersins opgedra, kan my Gevolmagtigde stem soos hy / sy goeddink. Handtekening Geteken te hierdie dag van Note continued: Any member entitled to attend and vote is entitled to appoint a proxy, to attend, vote or speak in his/her stead and such proxy need not also be a member of the Company. This proxy form should be forwarded to reach the registered office of the Company, for the attention of the Managing Agent by no later than 48 hours before the meeting. If these requirements are not fulfilled the proxy will be null and void. Facsimile & copies must be verified before commencement of the meeting to be eligible for acceptance. 47

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50 COMBINED NOMINATION OF DIRECTORS FORM FOR: GEKOMBINEERDE NOMINASIE VAN DIREKTEURE VORM VIR: NGWENYA 3 SHARE BLOCK LIMITED REG NO: 1969/017542/06 NGWENYA 4 SHARE BLOCK LIMITED REG NO: 2005/005826/06 I/We nominate and propose the following persons to serve as Directors on the Board of the following Share Block Companies: Ek/Ons benoem en stel die volgende persone voor om te dien as Direkteure op die Raad van die volgende Aandeleblok Maatskappye: Ngwenya 3 Share Block Limited Ngwenya 4 Share Block Limited Name of Nominee Naam van Genomineerde Member Number Lid Nommer Acceptance * Aanvaarding * * The nominee to sign this form in acceptance of the nomination and to submit an abridged CV indicating their proposed contribution to the Company. / Die genomineerde moet hierdie vorm teken as aanvaarding van die nominasie en ook n verkorte CV wat hul bydrae tot die Maatskappy uiteensit, aanheg. This duly completed nomination form and the abridged CV must reach VRS at least 48 hours prior to commencement of the meeting. / Hierdie voltooide vorm en die verkorte CV moet VRS ten minste 48 uur voor aanvang van die vergadering bereik. Proposer/Voorsteller Date/Datum P.O. Box 35580, Menlo Park, 0102 Fax:

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52 RSVP NGWENYA 3 SHARE BLOCK LIMITED NGWENYA 4 SHARE BLOCK LIMITED Voltooi en stuur asseblief die inligting hieronder aan VRS voor of op 5 Oktober 2012 om die Bestuursagent in staat te stel om die nodige reëlings te tref. Vriendelike Groete, Marjorie Forssman Naam: Lid Nr: Neem uitnodiging aan: NGWENYA 3 SHARE BLOCK LIMITED: JA NEE Aantal persone: NGWENYA 4 SHARE BLOCK LIMITED: JA NEE Aantal persone: Faks: (012) E-pos: sbagm@oaks.co.za RSVP NGWENYA 3 SHARE BLOCK LIMITED NGWENYA 4 SHARE BLOCK LIMITED Please complete and forward the information below to VRS on or before 5 October 2012 in order for the Management Company to make the necessary arrangements. Kind Regards, Marjorie Forssman Name: Member No: Kindly Accept: NGWENYA 3 SHARE BLOCK LIMITED: YES NO Number of people: NGWENYA 4 SHARE BLOCK LIMITED: YES NO Number of people: Fax: (012) sbagm@oaks.co.za 51

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54 NGWENYA 3 SHARE BLOCK LIMITED Registration No: 1969/017542/06 NGWENYA 4 SHARE BLOCK LIMITED Registration No: 2005/005826/06 NOTICE OF COMBINED GENERAL MEETING Notice is hereby given of a combined General Meeting of Ngwenya 3 Share Block Limited and Ngwenya 4 Share Block Limited to be held at the Johannesburg Country Club on Friday, 12 October 2012 immediately after the dissolution of the combined Annual General Meeting which commences at 14h00. The purpose of the meeting is to consider and if found appropriate, to pass the following Special and Ordinary Resolutions to comply with the provisions of the new Companies Act and matters flowing therefrom. NGWENYA 3 SHARE BLOCK LIMITED Registration No: 1969/017542/06 NGWENYA 4 SHARE BLOCK LIMITED Registration No: 2005/005826/06 KENNISGEWING VAN DIE GEKOMBINEERDE ALGEMENE VERGADERING Hiermee word kennis gegee van die gekombineerde Algemene Vergadering van Ngwenya 3 Share Block en Ngwenya 4 Share Block Limited wat te Johannesburg Buiteklub gehou sal word op Vrydag, 12 Oktober 2012 direk na ontbinding van die gekombineerde Algemene Jaarvergadering wat om 14h00 begin. Die doel van die vergadering is om die volgende Spesiale en Gewone Besluite te oorweeg en indien gepas gevind, dan goed te keer, om sodoende uitvoering te gee aan die bepalings van die nuwe Maatskappywet en sake wat daaruit voortvloei AGENDA 1. Open and Welcome. 2. Apologies / Proxies / Quorum. 3. Director s Report. 4. Special and Ordinary Resolutions in respect of each Company: 4.1 Special Resolution 1: To amend the Memorandum and Articles of Association to a Memorandum of Incorporation in terms of The Companies Act No. 71 of 2008, incorporating provisions for a non-profit Company as well as the provisions for Ring fencing the Share Block Company. 4.2 Special Resolution 2: That following the adoption of Special Resolution 1 to incorporate the letters NPC into the name of the Company followed by the letters (RF). 4.3 Ordinary Resolution: To authorise the Directors and / or Company Secretary to take such steps and sign and file such documents as may be necessary to give effect to the Special Resolutions 1 and Dissolution of the meeting. AGENDA 1. Opening en Verwelkoming. 2. Verskonings / Volmagte / Kworum. 3. Direkteursverslag. 4. Spesiale en Gewone Besluite ten opsigte van elke Maatskappy: 4.1 Spesiale Besluit 1: Om die Akte van Oprigting en Statute van Maatskappy aan te pas na ʼn Akte van Inlywing ingevolge die Maatskappywet Nr. 71 van 2008 met insluiting van bepalings van ʼn nie-profyt Maatskappy, en vir die omvattende beskerming van die Aandeleblok Maatskappy. 4.2 Spesiale Besluit 2: Om na die goedkeuring van Spesiale Besluit 1 die letters NPC in te voeg in die naam van die Maatskappy en om die agtervoegsel (RF) na die Maatskappy naam by te las. 4.3 Gewone Besluit: Om die Direkteure en die Maatskappy Sekretaris te magtig om die nodige stappe te neem om die nodige dokumentasie te onderteken en te liasseer ten einde uitvoering te gee aan Spesiale Besluite 1 en Ontbinding van die vergadering. BY ORDER OF THE BOARD IN OPDRAG VAN DIE RAAD 53

55 DEAR MEMBER You are cordially invited by the Management of Ngwenya 3 Share Block Limited and Ngwenya 4 Share Block Limited to attend the combined General Meeting to be held at the Johannesburg Country Club on 12 October 2012 immediately after the dissolution of the combined Annual General Meeting which is scheduled to commence at 14h00. Enclosed herewith the following documents relating to the combined General Meeting of the Ngwenya 3 Share Block Limited and Ngwenya 4 Share Block Limited. GEAGTE LID U word hartlik deur die Bestuur van Ngwenya 3 Share Block Limited en Ngwenya 4 Share Block Limited uitgenooi na die gekombineerde Algemene Vergadering wat te Johannesburg Buiteklub gehou sal word op 12 Oktober 2012 direk na die ontbinding van die Algemene Jaarvergadering wat om 14h00 begin. Dokumentasie ten opsigte van die gekombineerde Algemene Vergadering van Ngwenya 3 Share Block Limited en Ngwenya 4 Share Block Limited word hiermee ingesluit. DOCUMENTS PAGE 1. Notice of the General Meeting and Agenda Director s Report Special Resolutions 1 and Proxy Form. 59 Dokumentasie: BLADSY 1. Kennisgewing van die Algemene Vergadering en Agenda Direkteursverslag Spesiale Besluite 1 en Volmagvorm. 59 Please note that the Memorandum of Incorporation is available for viewing on the Companies member s only webpage and a printed copy is available for viewing at the Resort. Neem asseblief kennis dat die Akte van Inlywing in elektroniese formaat beskikbaar is op die lede gedeelte van die webblad en ʼn gedrukte weergawe is by die Oord beskikbaar vir insae. Registered Address: Mooikloof Office Park East c/o Atterbury and Jollify Main Road Mooikloof 0059 Geregistreerde Adres: Mooikloof Besigheidspark Oos h/v Atterbury en Jollify Main Weg Mooikloof

56 NGWENYA 3 SHARE BLOCK LIMITED Registration No: 1969/017542/06 NGWENYA 4 SHARE BLOCK LIMITED Registration No: 2005/005826/06 DIRECTORS REPORT TO THE MEMBERS IN RESPECT OF THE GENERAL MEETING TO PASS SPECIAL AND ORDINARY RESOLUTIONS FOR EACH COMPANY Dear Member This report by your Directors and the documents included herewith seek to explain the requirements of the new Companies Act as far as the Companies corporate status and its founding documentation is concerned and more especially the effect of converting same to a Memorandum of Incorporation. This report is intended to explain and clarify the terms of the Special Resolutions the reasons for same, and what effect the adoption of these resolutions will have on the Companies and their Members. As you will notice from the enclosed documentation that in terms of the Companies Act No. 71 of 2008 the Companies need to substitute the existing Memorandum and Articles of Association with a Memorandum of Incorporation and to implement the change the Board has the obligation to call a General Meeting to pass Special Resolutions so as to ensure that the Companies comply with the provisions of the new Act, whilst still adhering to the requirements and provisions of the Share Blocks Control Act and the Property Timesharing Control Act. Due to the fact that the new documents are lengthy ones, the Memorandum of Incorporation for each Company is available on the Company website or by viewing same at the Company s registered office or at the Resort. Should you wish to have sight of this documentation, please contact Senior Management who will assist you. For your further information you can access the Companies Act No. 71 of 2008 on and The Companies Regulations on The enclosed document explaining the terms and effect of the Special and Ordinary Resolutions, should give you a good idea of what the process and reasons are, and you will specifically also notice that the Special Resolutions inter alia also include a change of the Company category and protection mechanism coupled to a Company of this nature. The first Special Resolution is to consent to the amendment of the Company s old Memorandum of Incorporation and Articles of Association to a Memorandum of Incorporation (MOI) to include the Non Profit provisions and the Ring Fencing criteria associated with a Share Block Company. This will then lead to the second Resolution to change the name of the Company to Ngwenya 3 Share Block NPC (RF) and Ngwenya 4 Share Block NPC (RF). Once these Special Resolutions are passed the acceptance of the Ordinary Resolution will enable the Directors and Company Secretary to draw the necessary applications and documents and file same at CIPC. Please read all the documents carefully and should you require additional information please contact our Property Administration Division who will be able to explain various Resolutions in more detail. In the event that you cannot attend the General Meeting PLEASE COMPLETE THE ATTACHED PROXY FORM as the quorum to consider the Special Resolutions is 25% (Twenty Five Percent) of all the voting rights of the Company, represented in person or by proxy at the meeting, and to adopt a Special Resolution a 75% (Seventy Five Percent) majority in favour of the Resolution is required so your attendance and or Proxy is vitally important for us to hold a successful meeting. Regards THE BOARD OF DIRECTORS 55

57 NGWENYA 3 SHARE BLOCK LIMITED Registration No: 1969/017542/06 NGWENYA 4 SHARE BLOCK LIMITED Registration No: 2005/005826/06 TERMS AND EXPLANATION OF THE SPECIAL RESOLUTIONS CONTAINED IN THE NOTICE OF THE GENERAL MEETING FOR BOTH COMPANIES 1. SPECIAL RESOLUTION 1 TERMS To amend the Memorandum and Articles of Association to a Memorandum of Incorporation in terms of The Companies Act No 71 of 2008, incorporating the provisions for a non-profit Company as well as the provisions for Ring Fencing the Share Block Company. EXPLANATION OF THE PROPOSED SPECIAL RESOLUTION 1.1. MEMORANDUM OF INCORPORATION In terms of Item 4(2)(a) of Schedule 5 of the new Act, existing Share Block Companies may, within two years after the commencement of the new Act, file, without charge, an amendment to their Memorandum of Incorporation to bring it in harmony with the new Act The effect of the Resolution will be that each Company s registered Memorandum and Articles of Association will be converted to a Memorandum of Incorporation in accordance with the provisions of the new Companies Act and the current industry norms and practices for a Share Block Company operating a timesharing scheme The various provisions of the new Act are therefore incorporated as part of the MOI, with due reference to, the Share Blocks Control Act 95 of 1980 and the Property Timesharing Control Act, No. 75 of The use rights of the Members are determined and defined in the Use Agreement and as the Use Agreement does not constitute a Shareholders Agreement contemplated in Section 15(7) of the Act, it is not an agreement between the members of the Company, but rather between the Company and each Member in their individual capacity It therefore is not a binding provision of a rule or agreement made by the Board of Directors contemplated in Section 15(3) of the Act and is therefore not governed by the Companies Act under Section The original Use Agreement will be filed with the Memorandum of Incorporation for each Company as required by the Share Blocks Control Act and the only amendment being that reference to the Companies Act 1973 in the original Use Agreement is to be replaced by the reference to the Companies Act 2008, where applicable NON PROFIT COMPANY Since the commencement of the 2008 Companies Act ( the new Act ) on the 1st of May 2011, Companies are categorised as either profit or non-profit Companies (NPC) In terms of the 1971 Companies Act ( the old Act ) a Company which had more than 50 Shareholders was compelled to be registered as a Public Company. This restriction has fallen away in the new Act, and as this was the only reason why the larger Share Block Companies with more than 50 Members were categorised as Public Companies. Share Block Companies with less than 50 Members were registered as a (Pty) Ltd Company Based on the amendments of the membership criteria there is no need or requirement to proceed in this category. It therefore is considered advisable to dispense with the need to be classified and operate as a Public Company as it does not hold any benefit or advantage for the Company or its Members and, in terms of the provisions of the new Act, and in fact places a financial and corporate burden on the Company in keeping with public listed Companies The classification as a non-profit Company would hold many more advantages to the Companies and be more in line with the objects of a Share Block Company, which by its very legal nature cannot be a profit-geared enterprise, but is rather a legal entity in existence to promote the communal and group interests of its Members A NPC is defined in section 1 of the new Act as follows: non-profit Company means a Company incorporated for a public benefit or other object as required by Item 1 (1) of Schedule 1, and the income and property of which are not distributable to its incorporators, Members, Directors, officers or persons related to any of them except to the extent permitted by Item 1 (3) of Schedule 1, and is incorporated for a public benefit or other object including communal or group interests. 56

58 The activities of Ngwenya 3 Share Block and Ngwenya 4 Share Block typically involve the operation of a Share Block schemes for the benefit of its Members and any surplus monies which are made are applied to the operation of the scheme, as envisaged in Items 1(1) and 1(2) of Schedule 1 of the Act It follows then that the Company will properly be categorized as a non-profit entity for the purposes of the new Act as the Company in that: The Companies do not have a shareholding in the traditional sense in that its Members are the holders of rights in respect of the use and enjoyment of the Company s property and by way of some other interest in the Company; The Companies fulfil the requirements of Schedule 1 as a communal or group interest of the kind contemplated in the Schedule and is not regarded or run as a commercial enterprise The corporate activities of the Companies typically involve the operation of Share Block schemes for the benefit of its Members and that any surplus at year end is applied to the operation of the scheme, such activities fall squarely within the ambit of Items 1(1) and 1(2) of Schedule As explained in the Chairman s report, the Companies will be amending the accounting policies to comply with the provisions of the SAICA (South African Institute of Chartered Accountants) Guideline to reporting in terms of IFRS (International Financial Reporting Standards), which requires the indefinite transfer by the Company to its Members of the right of use of all properties moveable and immovable, and thus, the Company thereby has no future economic benefit of and in the assets and merely holds the bare dominium in the property The transferred right of use to the Members of the respective Share Block creates the benefit to the Members and the value of the properties / assets lies therein. This is a personal right, which the Member has against the Share Block Company, and this provision would then secure the Members right and entitlement should the Company be wound-up An important clause in the MOI which follows on from the previous clauses is that it is a prerequisite for a Company to be classified as a non-profit Company, that upon dissolution of the Company, its net assets must be distributed in the manner determined in accordance with Item 1(4)(b) of Schedule 1 of the Companies Act, 2008 after fulfilment of its obligations in terms of Items 1(3) of Schedule 1 of the Companies Act, 2008 and in accordance with the provisions of Section 14 of the Share Blocks Control Act. 2. This means that if the Company is to be wound up, all amounts due to the Members as creditors of the Company in relation to the loan obligation, and the fair market value of their right of use as determined by an appointed professional valuer registered with the Professional Valuers Association of South Africa with experience in the time share industry, shall be paid to each Member, provided that such payment shall be reduced by the amount that any such Member is in arrear with any debt due to the Company as at the date of the winding up of the Company Then upon winding-up, deregistration or dissolution, the entire net value of the Company must be distributed to one or more nonprofit Companies, registered external non-profit Companies carrying on activities within the Republic, voluntary associations or nonprofit trusts having objects similar to its main object, and as determined in terms of the Company s Memorandum of Incorporation, by its Members, if any, or its Directors, at or immediately before the time of its dissolution, or by the Court, if the Memorandum of Incorporation, or the Members or Directors fail to make such a determination RING FENCED (RF) In terms of Section 13(3) of the new Act, the Memorandum of Incorporation of a Share Block Company must include a prominent statement that the Memorandum of Incorporation includes Ring-Fenced conditions and their location in such Memorandum, which statement has been included in the Memorandum of Incorporation The Share Blocks Control Act No. 59 of 1980 is the controlling and regulatory legislation for Share Block Companies, and contains the governing provisions for Share Block Companies and provisions which may not be amended and, to that extent, Share Block Companies will be Ring-Fenced and the restrictions concerned must be specified in the Memorandum of Incorporation. In terms of the Act these provisions are required to be brought to the attention of the public by including in the name, the letters (RF). These include amongst others: Section 7(1) (the main object and business of a Share Block Company); Section 8(1)(b) (setting out the powers of a Share Block Company); Section 8(1)(c) (the alienation of immovable property); Section 13(1) (the establishment of a levy fund); Section 14(1) (loan obligations) Details of the Ring-Fencing provisions in compliance with the various sections of the Act are to be found in the MOI under the heading RING FENCING PROVISIONS. 57

59 3. SPECIAL RESOLUTION 2 TERMS That following the adoption of Special Resolution 1 to incorporate, in accordance with the provision of Section 11(3) of the Companies Act 2008, the letters NPC into the name of the Companies followed by the letters (RF) so that the name of the Companies are Ngwenya 3 Share Block NPC (RF) and Ngwenya 4 Share Block NPC (RF) respectively. EXPLANATION OF THE PROPOSED SPECIAL RESOLUTION 3.1. NPC The terms of Section 11(3) (c) and (d) of the Act states that a Company name irrespective of its form or language, must end with the expression NPC, in the case of a non-profit Company (RF) Section 11(3)(b) of the new Act provides that if a Company s Memorandum of Incorporation includes any provision not dealt with in the Act or contemplated in Section 15(2)(b) or (c) restricting or prohibiting the amendment of any particular provision of such memorandum, the Company s name must immediately be followed by the expression (RF) which means Ring- Fenced In terms of Item 4(4) of Schedule 5 of the new Act, the Company must before the 1st of May 2013 approve by Special Resolution and then file an amended Memorandum of Incorporation, which includes changing the name of the Company as referred to above in Special Resolution ORDINARY RESOLUTION 4.1. Following on from the acceptance and approval of the preceding Special Resolutions this Resolution is necessary to authorise the Directors and / or the Company Secretary to take such steps and sign and file such documents as may be necessary to give effect to the Special Resolutions No s 1 and 2 as decided by the Members in the General Meeting

60 COMBINED GENERAL MEETING PROXY FORM NGWENYA 3 SHARE BLOCK LIMITED Reg No: 1969/017542/06 NGWENYA 4 SHARE BLOCK LIMITED Reg No: 2005/005826/06 FORM OF PROXY FOR USE BY MEMBERS AT THE COMBINED GENERAL MEETING OF NGWENYA 3 SHARE BLOCK LIMITED AND NGWENYA 4 SHARE BLOCK LIMITED, TO BE HELD AT THE JOHANNESBURG COUNTRY CLUB, 1 NAPIER ROAD, AUCKLAND PARK, JOHANNESBURG ON FRIDAY, 12 OCTOBER 2012 IMMEDIATELY AFTER THE DISSOLUTION OF THE ANNUAL GENERAL MEETING WHICH COMMENCES AT 14H00. I/We Member No: Of Number of Shares (Votes): Hereby appoint 1) of or failing him / her 2) the Chairman of the Meeting, as my Proxy to vote on my behalf at the General Meeting of the Company, to be held on the above mentioned date and at any adjournment thereof as follows: NGWENYA 3 SHARE BLOCK LIMITED: NGWENYA 4 SHARE BLOCK LIMITED: IN FAVOUR AGAINST ABSTAIN 59 Special Resolution 1: To amend the Memorandum and Articles of Association to a Memorandum of Incorporation in terms of The Companies Act No 71 of 2008, incorporating the provisions for a non-profit Company as well as the provisions for Ring fencing the Share Block Company. Special Resolution 2: That following the adoption of Special Resolution 1 to incorporate the letters NPC into the name of the Company followed by the letters (RF). Ordinary Resolution: To authorize the Directors and / or the Company Secretary to take such steps and sign and file such documents as may be necessary to give effect to the Special Resolutions 1 and 2. (Indicate instruction given to Proxy by means of a cross in the space provided.) Unless otherwise instructed, the Proxy may vote as he / she thinks fit. GEKOMBINEERDE ALGEMENE VERGADERING VOLMAG VORM NGWENYA 3 SHARE BLOCK LIMITED Reg No: 1969/017542/06 NGWENYA 4 SHARE BLOCK LIMITED Reg No: 2005/005826/06 VOLMAG VIR GEBRUIK DEUR LEDE OP DIE ALGEMENE VERGADERING VAN NGWENYA 3 SHARE BLOCK LIMITED EN NGWENYA 4 SHARE BLOCK LIMITED, WAT GEHOU SAL WORD TE JOHANNESBURG BUITEKLUB, 1 NAPIER WEG, AUCKLAND PARK, JOHANNESBURG OP VRYDAG, 12 OKTOBER 2012 DIREK NA DIE AFLOOP VAN DIE ALGEMENE JAARVERGADERING WAT OM 14H00 BEGIN. Ek/Ons Lid Nr: Van Aantal Aandele (Stemme): Stel hiermee aan 1) van of indien nie hy / sy nie 2) die Voorsitter van die Vergadering, om as sy Gevolmagtigde te stem op die Algemene Vergadering van die Maatskappy, wat gehou word op die bogenoemde dag en by enige verdaging daarvan en soos volg te stem: NGWENYA 3 SHARE BLOCK LIMITED: NGWENYA 4 SHARE BLOCK LIMITED: Spesiale Besluit 1: Om die Akte van Oprigting en Statute van Maatskappy aan te pas na ʼn Akte van Inlywing ingevolge die Maatskappywet Nr. 71 van 2008 met insluiting van bepalings van ʼn nie-profyt Maatskappy, en vir die omvattende beskerming van die Aandeleblok Maatskappy Spesiale Besluit 2: Om na die goedkeuring van Spesiale Besluit 1 die letters NPC in te voeg in die naam van die Maatskappy en om die agtervoegsel (RF) na die Maatskappy naam by te las. TEN GUNSTE TEEN BUITE STEMMING Gewone Besluit: Om die Direkteure en die Maatskappy Sekretaris te magtig om die nodige stappe te neem om die nodige dokumentasie te onderteken en te liasseer ten einde uitvoering te gee aan Spesiale Besluite 1 en 2. (Dui opdrag aan Gevolmagtigde aan by wyse van n kruis in die spasie hierbo voorsien.) Tensy andersins opgedra, kan my Gevolmagtigde stem soos hy / sy goeddink. Handtekening Geteken te hierdie dag van Note continued: Any member entitled to attend and vote is entitled to appoint a proxy to attend, vote or speak in his / her stead and such proxy need not also be a member of the Company. This proxy form should be forwarded to reach the registered office of the Company, for the attention of the Managing Agent by no later than 48 hours before the meeting. If these requirements are not fulfilled the proxy will be null and void. Facsimile copies must be verified before commencement of the meeting to be eligible for acceptance. Facsimile copies of this proxy form must be duly verified before the commencement of the meeting to be eligible for acceptance. If any one of the requirements contained herein is not fulfilled, the proxy form and / or the nomination of the proxy will be null and void. Signature Signed at this day of Note: This Proxy shall be binding upon me until such time as I personally withdraw it and it is limited to the voting on the Special and Ordinary Resolutions referred to herein. Unless otherwise instructed, the proxy will vote as he thinks fit. Any alteration of correction made to this form of proxy (excluding the deletion of alternatives, and excluding the deletion of singular / plural alternatives) must be initialled by the signatory/ ies. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity (e.g. on behalf of a Company, Close Corporation of Trust) must be attached to this form. The completion and lodging of this form of proxy will not preclude the relevant member from attending the meeting and speaking and voting in person thereat, to the exclusion of any proxy appointed in terms thereof, should such member wish to do so. P.T.O

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