Annual Shareholders Meeting
Transcription
Annual Shareholders Meeting
Annual Shareholders Meeting 16 September 2015 Enclosed herewith documents relating to Canyon Creek 2 Share Block (Pty) Limited Annual Shareholders Meeting for 2015 The Annual Shareholders Meeting of Canyon Creek 2 Share Block (Pty) Limited will be held on the 16th September 2015 at 14h30 at the VRS Head Office, Building No. 1, Mooikloof Office Park East, c/o Atterbury and Jollify Main Road, Mooikloof. Mooikloof Office Park East, c/o Atterbury and Jollify Main Road, Mooikloof, 0059 CANYON CREEK 2 SHARE BLOCK (PTY) LIMITED REGISTRATION NUMBER: 1998/015661/07 NOTICE OF ANNUAL SHAREHOLDERS MEETING KENNISGEWING VAN DIE ALGEMENE AANDEELHOUERSVERGADERING Notice is hereby given of the Annual Shareholders Meeting of the Canyon Creek 2 Share Block (Pty) Limited. The meeting will be held at VRS Head Office, Building No.1, Mooikloof Office Park East, c/o Atterbury and Jollify Main Road, Mooikloof, Pretoria on Wednesday, 16 September 2015 at 14h30 (map included). Hiermee word kennis gegee van die Algemene Aandeelhouersvergadering van die Canyon Creek 2 Share Block (Pty) Limited. Die vergadering sal gehou word te VRS Hoofkantoor, Gebou Nr. 1, Mooikloof Office Park East, h/v Atterbury en Jollify Main Weg, Mooikloof, Pretoria op Woensdag, 16 September 2015 om 14h30 (padkaart ingesluit). AGENDA AGENDA Reg No: 1998/015661/06 1. Open and Welcome 2. Apologies / Proxies / Quorum 3. Minutes of the Canyon Creek 2 Share Block (Pty) Limited Annual Shareholders Meeting held on 16 October 2014 4. Presentation of the Chair’s Integrated Report 5. Presentation of the Annual Financial Statements for the year ended 28 February 2015 6. Approval of Auditors Remuneration 7. Approval of Insurance Values with or without amendments 8. Canyon Creek 2 Share Block (Pty) Limited Special Resolutions regarding Intercompany loans Directors Remuneration 9. Election and appointment of Directors 10. Dissolution of Meeting PAGE 3-5 6-7 8 - 29 30 31 - 33 8. 1. Opening en Verwelkoming 2. Verskonings / Volmagte / Kworum 3. Notule van die Canyon Creek 2 Share Block (Pty) Limited Algemene Aandeelhouersvergadering gehou op 16 Oktober 2014 4. Bevestiging van die Voorsitter se Geïntegreerde Verslag. 5. Aanbieding van die Jaarstate vir die jaar geëindig 28 Februarie 2015 6. Goedkeuring van die Ouditeursvergoeding 7. Goedkeuring van die Versekeringswaardes met of sonder wysigings 8. Canyon Creek 2 Share Block (Pty) Limited Spesiale Besluite ten opsigte van: Inter Maatskappy lenings Direkteursvergoeding 9. Verkiesing en aanstelling van Direkteure 10. Ontbinding van die vergadering BLADSY 3-5 6-7 8 - 29 30 31 - 33 NOTE NOTA Every Shareholder who is entitled to a vote may appoint a Proxy. 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 e-mail (sbagm@oaks.co.za), Fax (012 996 0556) or Post (PO Box 35580, Menlo Park, 0102). Elke Aandeelhouer wat geregtig is om te stem mag ‘n gevolmagtigde aanstel deur die aangehegte Volmagvorm te voltooi welke vorm die VRS kantore ten minste 48 uur voor die aanvang van die vergadering moet bereik. Vonkpos (sbagm@oaks.co.za), Faks (012 996 0556) of Posbus 35580, Menlo Park, 0102. In terms of the Companies Act meeting participants (including Proxies) are required to provide reasonably satisfactory identification before being entitled to attend or participate in a Shareholder’s meeting. Forms of identification include a valid identity document / drivers license / passport. Ingevolge die Maatskappyewet moet persone (insluitend gevolmagtigdes) wat die vergadering bywoon redelike bevredigende identifikasie voorsien voordat hulle geregtig is om die Aandeelhouersvergadering by te woon of daaraan deel te neem. Bewys van identifikasie sluit ‘n geldige identiteitsdokument / rybewys / paspoort in. BY ORDER OF THE BOARD IN OPDRAG VAN DIE RAAD 1 DEAR MEMBER GEAGTE LID You are cordially invited by the Management of Canyon Creek 2 Share Block (Pty) Limited to attend the Annual Shareholders Meeting to be held at VRS Head Office, Building No.1, Mooikloof Office Park East, c/o Atterbury and Jollify Main Road, Mooikloof, Pretoria on Wednesday, 16 September 2015 at 14h30 (map included). U word hartlik uitgenooi deur die Bestuur van die Canyon Creek 2 Share Block (Pty) Limited na die Algemene Aandeelhouers vergadering wat gehou word te VRS Hoofkantoor, Gebou Nr. 1, Mooikloof Office Park East, h/v Atterbury en Jollify Main Weg, Mooikloof, Pretoria op Woensdag, 16 September 2015 om 14h30 (padkaart ingesluit). Enclosed herewith the following documents relating to the Annual Shareholders Meeting of Canyon Creek 2 Share Block (Pty) Ltd. Ons sluit hierby in dokumentasie ten opsigte van die Algemene Aandeelhouersvergadering van Canyon Creek 2 Share Block (Pty) Ltd. Included the following: 1. Notice of the Annual Shareholders Meeting and Agenda. 2. Minutes of the Canyon Creek 2 Share Block (Pty) Ltd Annual Shareholders Meeting held on 16 October 2014 3. Chair’s Integrated Report 4. Annual Financial Statements for the year ended 28 February 2015 5. Proposed Insurance Values 6. Canyon Creek 2 Share Block (Pty) Limited Special Resolutions regarding: Intercompany loans Directors Remuneration 7. RSVP 8. Proxy form 9. Nomination of Directors form PAGE 1-2 3-5 6-7 8 - 29 30 31 - 33 Insert Insert Insert Ingesluit die volgende: BLADSY 1. Kennisgewing van die Algemene Aandeelhouersvergadering Agenda 2. Notule van die Canyon Creek 2 Share Block Ltd Algemene Jaarvergadering gehou op 16 Oktober 2014 3. Voorsitter se Geïntegreerde Verslag 4. Jaarstate vir die jaar geëindig 28 Februarie 2015 5. Voorgestelde Versekeringswaardes 6. Canyon Creek 2 Share Block (Pty) Limited Spesiale besluite ten opsigte van: Inter maatskappy lenings Direkteursvergoeding 7. Aanvaarding van uitnodiging 8. Volmagvorm 9. Direkteursnominasievorm 1-2 3-5 6-7 8 - 29 30 31 - 33 Insetsel Insetsel Insetsel 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 at P.O. Box 35580, Menlo Park, 0102, or fax to (012) 996 0556, or email to sbagm@oaks.co.za 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 Posbus 35580, Menlo Park 0102, of faks aan (012) 996 0556, of e-pos aan sbagm@oaks.co.za Registered Office: 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 0059 2 MINUTES OF THE ANNUAL GENERAL MEETING OF THE MEMBERS OF CANYON CREEK 2 SHARE BLOCK LIMITED HELD AT JOHANNESBURG COUNTRY CLUB ON THE 16TH OF OCTOBER 2014 PRESENT: DIRECTORS: AS PER THE ATTENDANCE REGISTER MEMBERS: AS PER THE ATTENDANCE REGISTER BY INVITATION: AS PER THE ATTENDANCE REGISTER 1. OPEN AND WELCOME The Chair opened the meeting and welcomed everyone present. 2. APOLOGIES / PROXIES / QUORUM The Chair noted the apology from Mr. Carl Ballan. No proxies were received. The Chair confirmed that except for the one private Member, the balance of the votes represented 99.99% of the total shares, therefor the meeting was duly constituted 3. MINUTES OF THE PREVIOUS AGM HELD ON THE 10TH OF OCTOBER 2014 The approved Minutes had been circulated and there were no matters arising from the Minutes. 4. PRESENTATION OF THE CHAIR’S REPORT The Chair’s Report having been circulated was accepted as read, the Chair highlighted pertinent aspects of the Report and after discussion the meeting accepted the Chair’s Integrated Report and approved the actions of the Directors. 5. PRESENTATION OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2014 Mr. Gerhard Hogendoorn presented the Annual Financial Statements and explained the various notes relating to the line items concerned. There were no matters arising from the presentation. 6. APPROVAL OF AUDITOR’S REMUNERATION The meeting considered the fees raised by the Auditors for work completed and as there were no questions or objections, the Members: Resolved by unanimous Resolution that: The Auditor’s fees be and are paid as submitted and duly approved. Canyon Creek 2 Share Block Ltd Reg. No: 1998/015661/06 AGM Meeting 16 October 2014 3 7. APPOINTMENT OF AUDITORS As there was no counter proposal or objection to the reappointment of the Auditors, the Auditors therefore remained in office for the ensuing financial year. 8. INSURANCE SCHEDULE The meeting considered the circulated Insurance Schedule detailing inter alia the insured values, premiums, Broker and Insurer / Re-insurer for Canyon Creek 2 and as there were no questions or objections, it was: Resolved by unanimous Resolution that: The combined Insurance Schedule be and is hereby approved. 9. ELECTION OF DIRECTORS The elected Directors stood down voluntary. 9.1 As Mr.JW Meyer was one of the Members’ nominees, he requested Mrs. M Forssman to conduct the election of the Directors. The meeting approved the proposal that Mrs. M Forssman Chair this portion of the meeting and Mr.JW Meyer handed the Chair to Mrs. M Forssman. 9.2 As Mr. JW Meyer and Prof B Marx were the Directors who stood down, and as they had both confirmed that they were eligible and available for re-election, and as there were no further nominations, Mrs. Forssman proposed that Mr. JW Meyer and Prof B Marx be re-elected simultaneously and by single unanimous Resolution to fill the vacancies. Mrs Forssman called for a vote on a show of hands. RESOLVED BY UNANIMOUS RESOLUTION THAT Mr. JW Meyer and Prof B Marx be and are hereby elected as Directors for the ensuing year. 9.3 Mrs. M Forssman congratulated the Directors on their reappointment and handed the Chair back to Mr. JW Meyer. 10. APPOINTMENT OF AUDIT COMMITTEE The Board proposed that Prof B Marx, Messrs. J du Plessis and JW Meyer be elected to the Audit Committee. Resolved by unanimous Resolution that: Prof B Marx, Messrs J du Plessis and JW Meyer be and are hereby elected as Directors of the Audit Committee. 11. SPECIAL AND ORDINARY RESOLUTIONS The Chair referred to the contents of the Directors Report and outlined the reasons and effect of the Special Resolutions. Canyon Creek 2 Share Block Ltd Reg. No: 1998/015661/06 AGM Meeting 16 October 2014 4 On a show of hands the following Resolutions were unanimously carried: SPECIAL RESOLUTION 1 “That the existing Memorandum of Incorporation (MoI) is abrogated in its entirety and replaced by the new MoI, with or without amendments, thereby amending the category of the Company from that of a Public Company to that of a Private Company. The new MoI will be effective from the date of complete filing of the Special Resolution with the Companies and Intellectual Property Commission (CIPC)”. SPECIAL RESOLUTION 2 “That following on from the adoption of Special Resolution 1 that the Company alters the ending expression to its name by replacing Ltd with (Pty) Ltd, in accordance with the provision of Section 11(3) and 16(6) of the Companies Act 2008 so that the name of the Company will accordingly be Crystal Springs 2 Share Block (Pty) Ltd”. ORDINARY RESOLUTION “That following on from the acceptance and approval of Special Resolutions 1 and 2 that the Directors and/or the Company Secretary are hereby duly authorised to take such steps and sign and file such documents as may be necessary to give effect to the Special Resolutions 1 and 2 with or without modifications, as decided by the Members of the Meeting.” 12. VOTE OF THANKS AND DISSOLUTION OF MEETING The Chair thanked VRS and the accounting staff for their assistance and contributions in ensuring good Corporate Governance and controls and thanked the Resort Management for their exemplary management of the Resort resulting in the continuous flow of compliments. The Chair thanked the Members for their loyal support and prompt levy payments. As there were no further matters for discussion the Chair dissolved the meeting. Approved and signed at Pretoria on the 26th day of June 2015. ………………………………….. JW MEYER Chair Canyon Creek 2 Share Block Ltd Reg. No: 1998/015661/06 AGM Meeting 16 October 2014 5 CANYON CREEK 2 Registration number 1998/015661/07 Report by the Chair It is once again my pleasure to provide you with an Annual Report in respect of the events during the past year. At the recent RCI Resort recognition and awards evening our team compared very favourably to Resorts in the RCI Gold Crown category, which again proves that we are on the right path and offering not just holiday accommodation but memories for a lifetime. Congratulations to our staff who achieve well deserved recognition. The past year had its fair share of challenges due to the introduction of new legislation, and our Members saw rocketing increases in prices of goods and services, which resulted in a general tightening of the belts in all sectors of commerce and home life. Flowing from this the majority holder of B shares approached the Board with a request to utilise limited services as provided for in clause 3.8.1 and 3.8.2 of the Use Agreement. The Board after protracted debate approved the request. This means that the wholly owned chalets will be occupied on an ad-hoc basis and will be charged the full levy when so occupied, and pay a notional levy to cover basic services and statutory costs when they are not occupied. This is a bridging arrangement for the “B” Shareholder and will be reviewed in the New Year. As far as the Financial Statements are concerned, the following comments relate to the enclosed statements: Operating results for the year resulted in an operating surplus of R 1 035 927. Refurbishment reserves available for the 7 year refurbishment plan and any unforeseen expenses grew to R 3 541 280 with cash balances reflecting a healthy balance of R 4 014 059. The statement of financial position indicates that Canyon Creek 2 Share Block (Pty) Ltd is both solvent and liquid. On behalf the Board, I would like to thank the Resort Management and team who ensured that our guests have a memorable stay. I would also like to congratulate the VRS team, who received amazing accolades at the RCI Annual Resort Recognition Awards function. VRS Managed Resorts achieved the first place in respect of the Resort of the Year categories for large, medium and small Resorts. This is the first time in the history of these awards that, any single Managing Agent has been able to secure all three top positions, and we congratulate VRS on this achievement. I would like to thank my fellow Directors for their input and passion with which they pursue the objectives of the Company, and similarly would like to thank VRS and its extended staff component for their input and assistance in ensuring that our guests’ needs and requirements are addressed in a professional manner. Please note that the current documentation includes a Proxy form for the annual Shareholders meeting and in the event that you cannot attend the AGM, please complete the Proxy form. 6 I trust that your 2015 year will be a memorable one, and wish you every success for the balance of 2015. Regards and blessings, John Meyer Chair 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 CANYON CREEK 2 SHARE BLOCK Crystal Springs Mountain Lodge COMBINED PROJECTED INSURANCE SCHEDULE EFFECTIVE FROM 01 OCTOBER 2015 TO 30 SEPTEMBER 2016 TYPE DESCRIPTION Buildings & Contents Brick & Harvey COVERED FOR RENEWAL PREMIUM SUM INSURED Fire, lightning, flood, Special perils R 66 306 356.00 R 156 809.64 Chalets: 103 - 164 Public Liability General Public Liability Public Liability R 50 000 000.00 R Motor As per Assest Register: Toyota Hilux (DYW484MP) Daihatsu Gran Max (FZG668MP) Gomoto Scooter Venter Elite Trailer Volvo Back Actor Comprehensive R 575 900.00 R 20 940.36 R 42 180.00 R 927.96 R R 185 003.04 15 416.93 Machinery breakdown As per Assest Register: Bomag Roller PER ANNUM PER MONTH TOTAL PROJECTED PREMIUM Insurer: Tony Mouton Brokers CC Broker: Adéle Muller Underwriter: Santam Limited 30 6 325.08 CANYON CREEK SHARE BLOCK (PTY) LTD REG NO: 1998/015661/07 DIRECTORS REPORT REGARDING THE PROPOSED SPECIAL AND ORDINARY RESOLUTIONS SPECIAL RESOLUTION NUMBER 1 TERMS: “RESOLVED THAT in terms of Section 45(3)(a)(ii) of the Companies Act (Act 71 of 2008), as amended (“the Companies Act”), as a general approval, the Board of the Company be and is hereby authorised to approve that the Company provides any direct or indirect financial assistance (“financial assistance” will herein have the meaning attributed to it in section 45(1) of the Companies Act) that the Board of the Company may deem fit to any Company or Corporation that is related or inter-related (“related” or “inter-related” will herein have the meaning attributed to it in section 2 of the Companies Act) to the Company, on terms and conditions that the Board of the Company may determine, subject to periodic solvency and liquidity reviews, provided that the aforementioned approval shall be valid for a period of two years or until the date of the Annual Shareholders Meeting of the Company where approval is renewed, whichever is first. Notwithstanding the aforegoing, should Shareholders decide not to renew the authority granted in terms hereof at the next Annual Shareholders Meeting, then the authority shall continue to be effective in terms of this Resolution for the period of two years following the date of its approval.” REASON FOR AND EFFECT OF SPECIAL RESOLUTION NUMBER 1 The reason for and effect of Special Resolution number 1 is to grant the Directors of the Company the authority to provide direct or indirect financial assistance to any Company or Corporation which is related or inter-related to the Company. This means that the Company is authorised to provide limited financial assistance relating to budgeted operational expenses to Otwil Financial Services (Pty) Ltd as, and in respect of the services provided to Canyon Creek 2 Share Block. If approved, this general authority will expire at the end of two years from the date on which the approval was granted. NOTIFICATION Shareholders are advised that the Board will need to be satisfied that after providing financial assistance, the Company will satisfy the solvency and liquidity test as defined in terms of the Companies Act and that the terms under which the financial assistance is proposed to be given are fair and reasonable to the Company. 31 SPECIAL RESOLUTION NUMBER 2 TERMS: RESOLVED THAT: “In terms of section 66(9) of the Companies Act no 71 of 2008 (as amended), the Company be and is hereby authorised to remunerate its non-executive Directors for their services as Directors at the rate set out below and on such basis as may be approved by the Board of Directors: 1.1. Director’s fees are paid to Directors per Board meeting attended and to committee members for each committee meeting duly attended, unless otherwise resolved by the Board. 1.2. The remuneration proposed is R3780:00 per meeting for the budget period 2015/2016 (based on a minimum of one meeting per quarter.) 1.3. An annual increase in the fees of the non-executive Directors for the effective period of this Special Resolution will be equal to the percentage increase approved for the Company’s management staff members”. REASON FOR AND EFFECT OF SPECIAL RESOLUTION NUMBER 2 The Company previously passed a Special Resolution to remunerate its non-executive Directors at the rate of R3 240:00 per meeting attended and provided that the fee would increase at the same rate as the average percentage increase of the Company’s management staff which equated to 8%. The Act stipulates that the effective period of a Special Resolution is two years where after it must either be renewed or it lapses. The purpose of this Resolution is to renew the Resolution previously passed. Given the increase in the fee provided for in the previous Resolution the increased fee would now equate to R3 780.00 for the first year that this Resolution would be effective if so approved. The reason for the Resolution is that the non-executive Directors give of their time and expertise, and due to the nature and technical complexity of the matters discussed at the Board meetings following on from the promulgation of the new Companies Act and various other Acts, the non-executive Directors have to spend considerable time to prepare for the Directors meetings and matters related thereto. Given the additional fiduciary responsibility placed on Directors and their possible exposure and risk, the amount proposed is conservative, when compared to the fees earned by the Directors in the normal course and scope of their full time employment. The alternative to remunerating the non-executive Directors would be to appoint executive Directors and this would prove to be far more costly to the Company as such Directors would then have to be remunerated on a full time basis. The intention of the Special Resolution is therefore to compensate the non-executive Directors for their time spent on Company business and at Board and committee meetings and as such includes a reasonable time allowance for the Board Members to prepare for the meetings. Provision has been made for the expense in the annual budget and as a result the payment to the Directors will not have an impact on the levy amount already raised on the Members. 32 The Companies Act requires that the Shareholders consent to the passing of a Special Resolution to allow the Company to remunerate the non-executive Directors on the terms stated above. Members are therefore requested to apply their minds to evaluate the monetary value linked to knowledgeable non-executive Directors and the associated Corporate Governance and fiduciary duty linked to their expertise in relation to the quantum of the remuneration proposed. PLEASE NOTE A quorum for a Special Resolution requires that at least 25% of all the voting rights of the Company must be represented by at least 3 Shareholders at the meeting and for the Special Resolution to be adopted at least 75% of the votes so represented at the meeting must vote in favour of the Special Resolution. ORDINARY RESOLUTION: That following on from the adoption of the Special Resolutions 1 and 2, that the Board of Directors and or the Managing Agent be and are authorised to do all things necessary to give effect to the filing and execution of the Special Resolutions so adopted. Please complete the enclosed Proxy form if you will not be able to attend the meeting and return it to the Company at your earliest convenience, so that the meeting can attain the required number of votes to constitute a quorum for the Special Resolution to be considered and more importantly that your vote on the Special Resolution and the other tabled Resolutions may be counted. The Directors CANYON CREEK 2 SHARE BLOCK (Pty) Limited 33 RSVP CANYON CREEK 2 SHARE BLOCK (PTY) LIMITED Please complete and forward the information below to VRS on or before 9 September 2015 in order for the Management Company to make the necessary arrangements. Kind Regards, Marjorie Forssman Name: _______________________________ Member No: __________________________ Kindly Accept: CANYON CREEK 2 SHARE BLOCK LIMITED YES NO Number of people: ___________ Fax: (012) 996 0556 E-mail: sbagm@oaks.co.za RSVP CANYON CREEK 2 SHARE BLOCK (PTY) LIMITED Voltooi en stuur asseblief die inligting hieronder aan VRS voor of op 9 September 2015 om die Bestuursagent in staat te stel om die nodige reëlings te tref. Vriendelike Groete, Marjorie Forssman Naam: _______________________________ Lid Nr: _______________________________ Neem uitnodiging aan: CANYON CREEK 2 SHARE BLOCK LIMITED JA NEE Aantal persone: ___________ Faks: (012) 996 0556 E-pos: sbagm@oaks.co.za ANNUAL SHAREHOLDERS MEETING – PROXY FORM CANYON CREEK 2 SHARE BLOCK (PTY) LIMITED Reg No: 1998/015661/07 FORM OF PROXY FOR USE BY SHAREHOLDERS AT THE ANNUAL SHAREHOLDERS MEETING OF CANYON CREEK 2 SHARE BLOCK (PTY) LIMITED TO BE HELD AT VRS HEAD OFFICE, BUILDING NO. 1, C/O ATTERBURY & JOLLIFY MAIN ROAD, MOOIKLOOF, PRETORIA, ON WEDNESDAY, 16 SEPTEMBER 2015 AT 14H30. I / We Shareholder No: _______________________________________________________________________________________________ Of Number of Shares (Votes): _______________________________________________________________________________________________ Hereby appoint _________________________________________ of ___________________________________________________ Or failing him / her _________________________________________ of ____________________________________________________ Or failing him / her, the Chair 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: CANYON CREEK 2 SHARE BLOCK (PTY) LIMITED: IN FAVOUR AGAINST ABSTAIN Approval of Auditors Remuneration Approval of Insurance with or without amendments Special Resolution regarding Intercompany Loans Special Resolution regarding Directors Remuneration Election and Appointment of Directors 1. Mr JW Meyer 2. 3. (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 __________________________ 2015. 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 or Trust) must be attached to this form. The completion and lodging of this form of Proxy will not preclude the relevant Shareholder 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 ALGEMENE AANDEELHOUERSVERGADERING – VOLMAG VORM CANYON CREEK 2 SHARE BLOCK (PTY) LIMITED Reg No: 1998/015661/07 VOLMAG VIR GEBRUIK DEUR LEDE BY DIE ALGEMENE AANDEELHOUERSVERGADERING VAN CANYON CREEK 2 SHARE BLOCK (PTY) LIMITED, WAT GEHOU SAL WORD TE VRS HOOFKANTOOR, GEBOU NR. 1, MOOIKLOOF OFFICE PARK EAST, H/V ATTERBURY EN JOLLIFY MAIN WEG, MOOIKLOOF, PRETORIA OP WOENSDAG, 16 SEPTEMBER 2015 OM 14H30 Ek / Ons Aandeelhouer Nr: _______________________________________________________________________________________________ Van Aantal Aandele (Stemme): _______________________________________________________________________________________________ Stel hiermee aan ________________________________________ van ___________________________________________________ Of indien nie hy / sy nie _________________________________________van__________________________________________________ Of indien nie hy / sy nie, die Voorsitter van die Vergadering om as Gevolmagtigde te stem op die Algemene Aandeelhouersvergadering van die Maatskappy, wat gehou word op die bogenoemde dag en by enige verdaging daarvan soos volg te stem: CANYON CREEK 2 SHARE BLOCK (PTY) LIMITED: TEN GUNSTE TEEN BUITE STEMMING Goedkeuring van Ouditeursvergoeding Goedkeuring van Versekering met of sonder wysigings Spesiale besluit ten opsigte van Inter maatskappy lenings Spesiale besluit ten opsigte van Direkteursvergoeding Verkiesing en Aanstelling van Direkteure 1. Mr. JW Meyer 2. 3. (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 __________________________ 2015. Note continued: Any Shareholder 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 & e-mail copies must be verified by the Chair before commencement of the meeting to be eligible for acceptance. NOMINATION OF DIRECTORS FORM FOR: NOMINASIE VAN DIREKTEURE VORM VIR: CANYON CREEK 2 SHARE BLOCK (PTY) LIMITED Reg No: 1998/015661/07 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: Canyon Creek 2 Share Block (Pty) Limited Name of Nominee Naam van Genomineerde 1. 2. 3. 4. 5. Shareholder No. Aandeelhouer Nr. 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 E-mail: sbagm@oaks.co.za Fax: 012 996 0556 Annual Shareholders Meeting 2015 For more information contact: VRS - Vacation Recreational Services: Managing Agent Building No. 1 Mooikloof Office Park East c/o Atterbury & Jollify Main Road Mooikloof Pretoria 0059 Tel: +27 (0) 12 492 1232 Fax: +27 (0) 12 996 0556 P.O. Box 35580 Menlo Park 0102 www.vrsonline.co.za propertyadmin@oaks.co.za