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Approved at the General Meeting on 26 July 2018

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HEIDELBERG KLOOF LAND

OWNERS ASSOCIATION

MEMORANDUM OF

INCORPORATION

INDEX

1. Interpretation

2. Membership

3. Ancillary objects

4. Service charges

5. Alienation

6. Rules

7. Directors

8. Removal and rotation of directors

9. Chairman

10. Directors’ expenses

11. Powers of directors

12. Borrowing powers

13. Proceedings of directors

14. General meetings

15. Notice of general meetings

16. Proceedings at general meetings

17. Quorum

18. Voting

19. Resolution in writing by members

20. Minutes and inspection

21. Proxies

22. Accounting records

23. Financial statements


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24. Independent review

25. Notices

26. Indemnity

27. Special resolutions

28. Condition of sale

29. Dividends

30. Liquidation or deregistration

31. Changes to Memorandum of Incorporation and Management Rules


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1. INTERPRETATION

In the interpretation of this Memorandum of Incorporation and unless

contrary to or excluded by the subject or the context –

1.1 Words signifying the singular shall include the plural and vice versa;

1.2 Words signifying the masculine shall include feminine or, where

appropriate, include the neuter, and vice versa, and any reference to a

natural person includes a reference to an association, trust or legal

person, where appropriate, and vice versa;

1.3 any words defined in the Companies Act and not defined in this

Memorandum, shall bear the same meaning in this Memorandum as in

the Companies Act;

1.4 The headings and marginal notes of articles are for reference purposes

only and must not be taken into account in construing the contents of

the articles;

1.5 Each term, power or authority herein must be given the widest possible

and most effective interpretation;

1.6 A reference to any law includes:

1.6.1 a reference to that law as amended or repealed and re-enacted

from time to time; and

1.6.2 a reference to the regulations, government notices and any

other legislative instruments promulgated under such law;

1.7 The following words and expressions have the following meanings –

“act” the Companies Act, 2008 (Act No. 71 of 2008);

“alienate” to alienate any individual property within the Scheme, or

part thereof or undivided share therein, including by way of

sale, exchange, donation, deed, intestacy, will, cession,

assignment, court order or insolvency, irrespective of

whether such alienation is subject to a suspensive or

resolutive condition, and alienation has a corresponding

meaning;

“memorandum” the Memorandum of Incorporation of the Company;

“independent reviewer” the Reviewer of the Company’s annual financial statements

being the reviewer appointed from time to time;

“common property” the common property in the Scheme, comprising –


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(a) that part of the land in the Scheme on which the

clubhouse, administration block, certain garages,

security entrances, workshops and estate manager’s

residence are situated.

(b) the balance of any land in the scheme excluding

an erf in the Scheme;

“chairman” the chairman of the board of directors;

“company/association” HEIDELBERG KLOOF LAND OWNERS

ASSOCIATION NPC; Reg. No. 2005/035546/08 also

commonly known as HELOA

“directors” the directors for the time being of the Company, and “board

of directors” and “board” have the same meaning;

“erf in the scheme” any erf in the Scheme intended for use as a private

residence, being a subdivision of the property comprising

the Scheme, and “erven in the Scheme” means more than

one such erf in accordance with the Town Planning

Establishment Conditions;

“estate” the Heidelberg Kloof Estate

“general meeting” the annual general meeting or an extraordinary general

meeting of the Company, as the case may be

“in writing” written, printed or lithographed or partly one or partly

another, and other modes of producing words in a visible

form including faxes, internet, e-mail communication and

cell-phone messages

“managing agent” any person or firm appointed by the Company as an

independent contractor to undertake any of the functions,

duties or obligations of the Company;

“member” a member of the Company;

“memorandum” the Memorandum of Incorporation of the Company;

“owner” a registered owner of a property who by virtue of such

ownership is also a member;

“property ” any erf in the Scheme or residence on which service

charges are levied;


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“rules” the Management Rules and Regulations laid down by the

Company from time to time for the use, enjoyment and

management of the Scheme;

“scheme” the development known as Heidelberg Kloof Estate which

is established on the land described as:- The Remaining

extent of portion 64 of the farm Langlaagte 186 and

remaining extent of portion 85 of the farm Langlaagte 186,

Registration Division I.R., Gauteng Province, and which is

shown on the general plan of the Scheme and or any

amendments thereto and or any separate diagram related

thereto;

“service charges” all charges, levies, consumption etc. for the purpose of

meeting all the obligations which the company may incur

or to which the directors reasonably anticipate the

Company will be put in the attainment of its objects or the

pursuit of its business;

“sectional title” As defined in the Sectional Titles Act 95 of 1986.

2. MEMBERSHIP

2.1. Membership of the Company is limited to any person who, in terms of

any law on the registration of land is reflected in the records of the

Deeds Office concerned, as the registered owner of any erf in the

Scheme.

2.2. Where any erf in the Scheme or sectional title unit is owned by more

than one owner, all the registered co-owners thereof are together

deemed to be one member of the Company and have the rights and

obligations of one member of the Company: Provided however that all

co-owners of any such property are jointly and severally liable for the

due performance of any obligation to the Company.

2.3. When a registered owner referred to in article 2.1 ceases to be such

owner, he or she ipso facto ceases to be a member of the Company.

2.4. No member may let or otherwise part with the occupation of any

property in the Scheme, whether temporarily or otherwise, unless he or

she has agreed in writing with the proposed occupier, as stipulatio


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alteri in favour of the Company, that such occupier shall be bound by

all the terms and conditions of the Memorandum of Incorporation of

the Company, and such written agreement is lodged with the Company

prior to the proposed occupier taking occupation.

2.5. A registered owner of any property in the Scheme may not resign as a

member of the Company.

2.6. The rights and obligations of a member are not transferable, and every

member must –

(a) further, to the best of his or her ability, the objects and interests

of the Company;

(b) comply with the Rules;

(c) sign all documents and do all things necessary to enable

whatever servitude may be required for services to be registered

whether over or in favour of the access portion or any other

property in the Scheme and including the provision of security

facilities: Provided that nothing contained in this Memorandum

prevents a member from ceding his or her rights in terms of this

Memorandum as security to the mortgagee of his or her property

in the Scheme.

2.7. The Company shall maintain at its registered office a register of

members of the Company as provided in section 50 of the Companies

Act. The register of members shall be open for inspection as provided

for in section 26(3) of the Companies Act.

3. ANCILLARY OBJECTS

The ancillary objects of the Company are –

3.1. To promote and conserve the nature and facilities, such as dams, rivers

and streams in the Estate;

3.2. To promote and conserve wildlife, fauna and flora in the Estate and to

preserve the property in the Estate as a sanctuary for any type of

wildlife and flora;

3.3. To promote, in whatever manner the directors may consider

appropriate, the common interest of all the members in regard to the

protection and conservation of wildlife and flora;


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3.4. to promote, support or oppose legislation, administrative decisions or

other measures affecting the Estate and, in particular, to obtain

registration of or other official recognition of the Estate as a private

game reserve in terms of the appropriate laws, if the directors deem it

appropriate;

3.5. to, if necessary, represent the members in dealings with government

departments, other authorities and the public generally in regard to any

matter that may be in the interest of the members;

3.6. to maintain general security in the Estate and, if permitted, on any

access roads;

3.7. to negotiate and conclude agreements with the land owners of

properties adjacent to the Estate for the purpose of extending the scope

of the facilities available to members;

3.8. to maintain building and/or structures erected for the purpose of

administration, controlling the entrance to and exit from the Estate, the

clubhouse, and to assume the risk in respect thereof and to pay rates

and taxes in respect thereof, the said expenses to be defrayed out of the

funds referred to in article 4;

3.9. to insure common property, including buildings, infrastructure and

equipment of the estate; and

3.10. to maintain firebreaks on the perimeter of the estate and to maintain the

estate’s firefighting equipment.

4. SERVICE CHARGES

4.1. The directors shall, not less than thirty days prior to the end of each

financial year, or as soon thereafter as may be reasonably possible,

prepare and serve upon every member an estimate in reasonable detail

of the amount which will be required by the Company to meet the

expenses during the following financial year, including the cost of

providing “essential services” but not including the cost of providing

“optional services” as defined in the Rules, and must specify

separately such estimated deficiency, if any, as may result from the

preceding year. The directors must include in such estimate an

amount to be held in reserve to meet anticipated expenditure not of an


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annual nature. The directors may not budget for a deficit. This

estimate must be presented at a General Meeting to the members for

approval before the service charges may be increased.

4.2. The notice to each member must specify the contribution payable by

that member in respect of such expenses and the reserve fund.

4.3. Service charges are payable monthly in accordance with an invoice

issued by the company to members, on the first day of each and every

month. The service charges may be collected by way of irrevocable

debit orders signed by members in favour of the Company. Service

charges, due and payable for the month preceding the month of the

annual general meeting or other general meeting, not received in the

bank account not later than 72 hours preceding any such meeting of

the Company, will be deemed to be in arrears for the purposes of

article 18.2.

4.4. Should any amount in respect of an invoice issued to a member be

unpaid by the end of the month following the month of invoicing

thereof, the Company may discontinue the supply of electricity to that

particular property, or suspend the access tag of such owner unless

written permission has been obtained from the company for the late

payment of such invoice.

4.5. In the event of the directors, for any reason whatsoever, failing to

prepare and timeously serve the estimate referred to in article 4.2,

every member must, until having received notice of such estimate,

continue to pay the service charge previously imposed and shall, after

such notice, pay such service charge as may be specified in the notice

in the manner specified in the notice referred to in article 4.2

4.6. The directors may from time to time impose special service charges

upon members for which no provision has been made in the estimate

of service charges thereof as referred in 4.1 above with the approval

of the members at a General Meeting.

4.7. The directors may, in addition to such other rights as the Company

may have in law in respect of its members, determine the rate of

interest annually with the approval of the budget, chargeable upon

arrear service charges exceeding 30 days, provided that such rate of


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interest shall not exceed prime plus 3% and such interest is deemed,

for the purposes of these Articles, to be part of such charges.

4.8. Any amount due by a member by way of a service charge is a debt

due by him or her to the Company. The obligation of a member to

pay a service charge ceases upon him or her ceasing to be a member

but does not prejudice the Company’s right to recover arrear service

charges. No service charges paid by a member are repayable by the

Company upon him or her ceasing to be a member, unless such

service charges have been paid in advance. A member’s successor in

title to any property in the Scheme is liable, as from the date upon

which he or she becomes a member pursuant to the transfer of that

property, to pay the service charge and interest attributable to that

property.

4.9. No property may be transferred without a certificate first being

obtained from the Company confirming that all service charges have

been paid up to and including the date of registration of transfer of

such property.

4.10. Should any member be a corporate body or trust, any change in the

membership of such corporate body or in the trustees/beneficiaries

shall be notified in writing to the Company within 21 days of such

change.

5. ALIENATION

5.1. A member may not in any manner alienate or transfer a property in

the Scheme or any undivided share therein without the prior written

consent of the Company and such consent will only be given if –

(a) the proposed transferee consents and agrees in such manner

as the Company may require to become and remain a

member of the Company for the duration of his or her

ownership of the property in question; and

(b) a clearance certificate has been issued by the Company to the

effect that all monies due to the Company by the member

have been paid, or that provision has been made to the

satisfaction of the Company for the payment thereof; and


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(c) the Company has certified that the member is not in breach

of any provision of this Memorandum or the Rules.

5.2. The provisions of article 2.5 shall apply mutatis mutandis to any

alienation of an undivided share in the property.

6. RULES

The Rules in the annexure “A” hereto form an integral part of this

Memorandum.

7. DIRECTORS

7.1. Subject to the provisions of the Act, the board of directors of the

Company shall consist of not less than two and not more than five

directors.

7.2. Any director to be appointed to office must be elected by the members

in general meeting, save as provided for in article 8.1.

7.3. Only members of the Company, as well as spouses of members who

reside in the Estate are eligible to be directors of the Company.

7.4. Any person availing him/herself as a director, acknowledge that

he/she has a fiduciary duty towards the members of the Company.

8. REMOVAL AND ROTATION OF DIRECTORS

8.1. Save as set out in Articles 7.2 and 8.2 each director continues to hold

office from the date of his or her appointment until the next annual

general meeting after his or her appointment, at which meeting each

director is deemed to have retired from office: Provided that any

director remains eligible for re-election to the board of directors.

8.2. A director is deemed to have vacated office if–

(a) he or she becomes disqualified to act as a director in terms of

section 69 of the Act;

(b) he or she is removed from office as contemplated in section

71 of the Act;

(c) he or she ceases to be a member of the Company; and

(d) he or she resigns as a director of the company.


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8.3. A vacancy in the board of directors that occurs prior to the next

annual general meeting may be filled by a person nominated by the

remaining directors.

9. CHAIRMAN

9.1. The directors shall within 14 (fourteen) days after each annual general

meeting appoint from amongst their number a chairman who shall

hold such appointment: Provided that he or she shall ipso facto vacate

his or her office if he or she ceases to be a director. In the event of any

vacancy occurring at any time, the board of directors must

immediately appoint one of their number as a replacement in such

office.

9.2. Except as otherwise provided, the chairman presides at all meetings of

the board of directors and, in the event that he or she is not present

within ten minutes of the scheduled time for the start of the meeting or

of his or her inability or unwillingness to act, an ad hoc chairman shall

be appointed by the meeting.

10. DIRECTOR’S EXPENSES

The directors may be reimbursed for all reasonable and bona fide expenses

incurred by them in or about the performance of their duties as directors:

Provided that the directors are not entitled to any remuneration for the

performance of their duties as directors.

11. POWERS OF DIRECTORS

11.1. Subject to these Articles, the directors –

(a) must manage and control the business and affairs of the

Company;

(b) have full powers in the management and direction of such

business and affairs;

(c) may exercise all such powers of the Company and conduct

all such acts on behalf of the Company as may be exercised

and done by the Company and as are required by the Act or

by the Memorandum of Incorporation to be exercised or done


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by the Company in general meeting, subject however to such

rules as may be made by the Company in general meeting or

as may be made by the directors from time to time.

11.2. Subject to this Memorandum, the directors may at all times engage,

on behalf of the Company, the services of accountants, auditors,

lawyers, architects, engineers, a managing agent or any other

professional person whatsoever for any reason deemed necessary by

the directors and on such terms as the directors may decide, and the

directors may delegate any or all of their powers to the said managing

agent as they may determine, but subject to their right to withdraw

such delegation at any time and to impose any restrictions.

11.3. The directors may

(a) require that any work being constructed within the Estate be

supervised to ensure that the provisions of the Memorandum

of Incorporation and of the Rules are complied with and that

all work is performed in a proper manner;

(b) issue an architectural and environmental design and

maintenance manual in respect of the Scheme;

11.4. The board of directors may co-opt as director any person who is a

member of the Company; Provided that the maximum number of 5

directors is not exceeded.

11.5. The board of directors may appoint committees consisting of such

number of directors and members, as the board may deem fit and

delegate to such committees such of the board’s functions, powers and

duties as the board may deem fit, together with the further power to

vary or revoke such appointments and delegations as the directors

may from time to time deem necessary. These committees will not

have any executive powers and comprise of members only, except for

the independent architect referred to in 11.6.3.

11.6. The directors shall, appoint an architectural review committee in

which event such committee shall comprise of -

11.6.1 one director (who may not act as chairman of the

committee); and


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11.6.2 any number of members of the Company or other

persons as the directors may determine;

11.6.3 an independent architect, who does not have to be a

member of the Company.

11.7. All plans for buildings, outbuildings, structures, additions, alterations

and all plans for all works shall be submitted to the architectural

review committee and the Company may not approve the construction

of any structure unless such plan is first approved by the architectural

review committee.

11.8. The directors shall appoint a financial committee which shall

comprise of no less than 3 members of the company from which

members a chairman will be elected by such members, or failing such

election, be appointed by the board, provided that a director should

preferably not serve as chairman of such committee.

11.9. The directors shall appoint a safety and security committee which

shall comprise of no less than 2 members of the company from which

members a chairman will be elected by such members, or failing such

election, be appointed by the board, provided that a director should

preferably not serve as chairman of such committee.

12. BORROWING POWERS

12.1. The directors may enter into instalment sale or lease agreements

for the financing of motor vehicles and/or equipment where the

asset financed is security for the loan.

12.2. The directors may not:

11.2.1 Mortgage or bond the company’s land or any part

thereof.

11.2.2 Borrow money on overdraft or term loans.

13. PROCEEDINGS OF DIRECTORS

13.1. The directors may, subject to these Articles, meet to attend to their

business, adjourn and otherwise regulate their meetings as they deem

fit.


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13.2. Provided an adequate number of directors have been appointed, the

quorum for any meeting of the directors is 50% plus one present in

person. Any resolution passed by the board of directors shall be

carried by a simple majority. Should there be an equality of votes for

and against any resolution, the resolution shall be deemed to have

been defeated.

13.3. The directors shall cause the minutes of each meeting to be kept in

accordance with section 73 of the Act, which minutes shall be reduced

to writing and certified as correct by the chairman as soon as

reasonably possible after such meeting. All minutes of meetings of

the board of directors shall, after certification, be placed in a directors’

minute book which must be kept in accordance with the applicable

provisions of the Act and shall be open to inspection and copying by

members at the registered office of the Company at all reasonable

times.

13.4. Subject to the provisions of the Act and this Memorandum, the

proceedings of any meeting of the board of directors shall be

conducted in such reasonable manner and form as the chairman of the

meeting may direct.

13.5. A resolution signed by all the directors is valid in all respects as if it

had been passed at a meeting of the board of directors duly convened.

14. GENERAL MEETINGS

14.1. The Company shall hold its first annual general meeting within

eighteen months after the date of its incorporation and shall thereafter

in each year hold an annual general meeting: Provided that

(a) not more than fifteen months may lapse between the date of one

annual general meeting and the next such meeting; and

(b) an annual general meeting shall be held within three months

after the expiration of the financial year of the Company;

14.2 Other general meetings of the Company may be held at any time.

14.3 Annual general meetings and other general meetings shall be held at

such time and place as the directors may determine or at such time


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and place as is determined if the meetings are convened under

sections 61(3), 61(11), 61(12) of the Act.

14.4 The board of the company must call a shareholders meeting if one or

more written and signed demands for such meeting are delivered to

the company, and –

(a) each such demand describes the specific purpose for which the

meeting is proposed; and

(b) in aggregate, demands for substantially the same purpose are

made and signed by the holders, at the earliest time specified in

any of those demands, of at least 5% of the voting rights entitled

to be exercised at the time, of such demand in relation to the

matter proposed to be considered at the meeting.

15. NOTICE OF GENERAL MEETINGS

An annual general meeting and a meeting called for the passing of a special

resolution may be called by not less than fourteen clear days’ notice in

writing and any other general meeting may be called by not less than ten

clear days’ notice in writing. The notice must be exclusive of the day on

which it is served or deemed to be served and of the day for which it is

given, and must be given in a manner hereinafter mentioned or in such other

manner, if any, as may be determined by the Company in general meeting,

to such persons as are, under this Memorandum, entitled to receive such

notices from the Company: Provided that a meeting of the Company shall,

notwithstanding the fact that it is called by shorter notice than that specified

in this Article, be deemed to have been duly called if it is so agreed by a

majority in number of the members having a right to attend and vote at the

meeting, being a majority holding not less than seventy five percent of the

total rights of all members.

16. PROCEEDINGS AT GENERAL MEETINGS

16.1. The annual general meeting shall deal with and dispose of all matters

prescribed by the Act, including the consideration of the annual

financial statements, the election of directors and the appointment of

an independent reviewer, and may deal with any other business laid


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before it. All business laid before any other general meeting should be

considered special business.

16.2. Subject to Article 16.3, no business may be transacted at any general

meeting unless a quorum of members is present at the time when the

meeting proceeds to business and for the duration of the meeting.

Subject to these Rules, a quorum shall be as set out in Article 17.1.

16.3. If, within fifteen minutes after the time scheduled for the meeting, a

quorum is not present, the meeting, if convened upon the requisition

of members, shall be dissolved, but shall in any other case stand

adjourned to a day not earlier than ten days and not later than fourteen

days after the date of the meeting and if at such adjourned meeting a

quorum is not present within half an hour after the time determined

for the meeting the members present in person shall be deemed to be a

quorum.

16.4. Where a meeting has been adjourned as aforesaid the Company shall,

upon a date not later than three days after the adjournment, serve on

all registered members, at their addresses reflected in the members’

register, a notice stating –

(a) the date, time and place to which the meeting was adjourned;

(b) the matter before the meeting when it was adjourned; and

(c) the grounds for adjournment,

(d) the date, time and place at which the adjourned meeting will

be continued.

16.5 The chairman, if any, of the board of directors shall preside as

chairman at every general meeting of the Company.

16.6 A proposal at a general meeting must be seconded.

16.7 Any proposal at a general meeting must be in writing and deposited at

the office not less than seventy-two hours before the time of the

meeting.

16.8 The chairman of the board of directors presides at all general meetings of the

Company and, in the event that he or she is not present within fifteen minutes

of the scheduled time for the start of the meeting or in the event of his or her

inability or unwillingness to act, a chairman must be appointed by the

members present and entitled to vote at the meeting.


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16.9 The chairman of a general meeting at which a quorum is present may (and

must if so directed by the meeting) adjourn the meeting from time to time and

from place to place but no business may be transacted at any adjourned

meeting other than business left unfinished at the meeting at which the

adjournment took place. Subject to the Act, when a meeting is adjourned it is

not necessary to give notice thereof.

17. QUORUM

17.1 The quorum necessary for a general meeting is twenty-five percent of

the votes, present or represented, of all the members of the Company

entitled to vote for the time being, provided that there should never be

less than fifteen members present in person.

18. VOTING

18.1. At every general meeting –

18.1.1 all voting shall be by poll;

18.1.2 at a poll every member present in person or by proxy is

entitled to one vote for each property in the Scheme

registered in his or her name, or for every residence or

dwelling in respect of which service charges are charged;

18.1.3 if a property in the Scheme is registered in the name of more

than one person, all such co-owners jointly have one vote;

and

18.1.4 every member, holding developed or undeveloped property

in the Estate shall have 1 (one) vote for each separate

property registered in his or its name, or for every residence

or dwelling (sectional title) in respect of which service

charges are charged.

18.2 Subject to the provisions of this Memorandum, no person other than a

duly registered member who has paid every service charge which is

due and payable to the Company in respect of or arising out of his or

her membership, is entitled to vote on any matter, either personally or

by proxy, at any general meeting and shall be entitled to 1(one) vote


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for each separate property regardless of his being in default of any

other property registered in his name.

18.3 In respect of each poll –

18.3.1 the poll should be taken in such manner and at such time as

the chairman of the meeting may direct;

18.3.2 the chairman of the meeting shall appoint scrutineers; and

18.3.3 the result of a poll is deemed to be the resolution of the

meeting on any matter on which the poll is taken.

18.3.4 Ballot papers will be kept for at least 14 days after date of an

Annual General Meeting.

18.4 In the case of any equality of votes, the chairman of the meeting at

which the poll is taken does not have a second or casting vote.

18.5 An objection to the admissibility of a vote on a poll may be raised at

the general meeting at which that poll is to take place or takes place.

The objection shall be considered by the chairman of that general

meeting and his or her decision thereon shall be final and binding.

Accordingly, any vote not disallowed at that meeting shall be deemed

valid for all purposes.

18.6 No resolution shall be invalid because a vote which should not have

been included had been taken into account unless, in the opinion of

the chairman of that meeting (whose decision is final), the exclusion

of that vote would have altered the result of the voting on that

resolution. Conversely a resolution is not invalid because a vote

which should have been included had not been taken into account

unless in the opinion of the chairman of that meeting (whose decision

is final and binding) the inclusion of that vote would have altered the

result of the voting on that resolution.

19. RESOLUTION IN WRITING BY MEMBERS

19.1 Subject to the provisions of the Act, a resolution in writing signed by

all the members entitled to receive notice and to attend and vote at the

general meeting and inserted in the minute book kept in terms of

Article 20 is as valid and effective as if it had been passed at a general

meeting duly called and constituted.


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19.2 A resolution in terms of this Article may consist of several documents

of the same form, each of which is signed by one or more members in

terms of this Article, and is deemed to have been passed on the date of

signature thereof by the last member entitled to sign the same.

20. MINUTES AND INSPECTION

20.1 The directors shall cause a record to be made of all resolutions of the

members in general meeting in a book provided for that purpose.

20.2 The minutes kept in terms of Article 20.1 (or any extract therefrom)

which purport to be signed by the chairman of the board of directors

shall be prima facie evidence of the matters therein stated.

20.3 The minute book shall be open for inspection by any member at all

reasonable times at the registered office or at such other address that

the directors may deem appropriate and may be copied as provided in

the Act.

21. PROXIES

21.1 A member entitled to vote at a general meeting may appoint one or

more persons in the alternative to each other as his or her proxy (ies)

to attend, speak and vote at a general meeting on his or her behalf.

21.2 A person who is not a member of the Company may not be appointed

as a proxy except for the spouse of the member.

21.3 The instrument appointing a proxy shall be in writing under the hand

of the appointer or his or her agent duly authorized in writing or, if the

appointer is an association, trust or body corporate, under the hand of

the authorized representative.

21.4 A proxy need not be witnessed.

21.5 The holder of a general or special power of attorney given by a

member may, if duly authorized under that power to attend and take

part in meetings and proceedings of the Company or companies

generally, attend general meetings and vote thereat.

21.6 A form of proxy may be issued at the Company’s expense only if it is

sent to all members who are entitled to attend and vote at the general

meeting to which the proxy form relates.


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21.7 The instrument appointing a proxy and the power of attorney or other

authority, if any, or a notarial certified copy of such power of attorney

or authority, shall be deposited at the office (or at such other place as

the directors may determine in relation to any particular meeting) not

less than forty eight hours before the time for the holding of the

meeting at which the person named in the instrument proposes to

attend, speak or vote. A power of attorney or proxy is invalid if this

Article is not complied with.

21.8 Except in so far as the instrument appointing a proxy indicates

otherwise, the appointment of a proxy is deemed to include -

(a) the right to demand or join in demanding a poll; and

(b) the right to vote for or against or abstain from voting as the

proxy may think fit, unless specifically otherwise instructed.

21.9 Unless the contrary is stated thereon, the instrument appointing a

proxy is valid for each adjournment of the general meeting to which it

relates.

21.10 No instrument appointing a proxy is valid after expiration of six

months from the date on which it was signed unless specifically

stated to the contrary in the instrument of proxy itself.

21.11 The instrument appointing a proxy may be in any usual or common

form approved by the directors but must be so worded that the

holder thereof may vote for or against or abstain from voting on any

one or more of the resolutions proposed at the general meeting at

which the proxy is to be used.

22 ACCOUNTING RECORDS

22.1 The directors shall cause to be kept such accounting records as are

prescribed by the Act and in particular such accounting records as are

necessary fairly to present the state of affairs and business of the

Company and to explain the transactions and financial position of the

trade or business of the Company.

22.2 The Company’s accounting records shall be kept at the registered

office or such other place or places as the director’s think fit and must

at all reasonable times be open to inspection by the directors and by


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past directors, but in the case of the latter, only in respect of the period

during which they held office as directors.

22.3 The directors may from time to time determine whether, to what

extent, at what times and places and under what conditions or

regulations the accounting records of the Company, or any of them,

may be open for inspection by members not being directors.

22.4 A member (not being a director) has no right to inspect any

accounting record or documents of the Company except as conferred

by the Act or except as authorized by the directors or by the members

in general meeting.

22.5 The directors shall circulate a summary of the management accounts

to all registered members, quarterly. These, accounts shall indicate

the financial position of the company as well as the financial

performance of the Company, compared to the budget and the

corresponding period of the previous year. These management

accounts will be presented in substantially the same format as the

annual financial statements, excluding the notes to the financial

statements and be sent to all property owners within 30 days after the

end of the quarter.

23 FINANCIAL STATEMENTS

23.1 The directors shall from time to time, in accordance with the

provisions of the Act, cause annual financial statements to be prepared

and laid before the members in general meeting.

23.2 A copy of any annual financial statements to be laid before the

members at the annual general meeting shall, not less than fourteen

days before the date of that meeting, be sent to every member of the

Company and, where required by the Act, also the Registrar. The

provisions of this Article shall not require a copy of the said

documents to be sent to any person who has not furnished an address

to the Company.

24. INDEPENDENT REVIEW


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An independent reviewer must be appointed in accordance with the

provisions of the Act to perform annual reviews of the financial statements

of the Company.

25. NOTICES

25.1 A notice shall be given by the Company to any member, fourteen

clear days in the manner set out in Article 25.2 at the address, if any,

within the Republic furnished by him or her to the Company for such

purpose.

25.2 Notice of every general meeting shall be given in writing and

delivered by hand or sent by post except in the case of faxes,

electronic messages or cell phone text messages.

25.2.1 to every member except those persons who have not supplied

an address, fax number, electronic mail address or cell phone

number;

25.2.2 to the independent reviewer for time being of the Company;

25.2.3 to every director of the Company;

25.2.4 no other person is entitled to receive notice of any general

meetings.

25.3 A notice served at the address furnished by any member for the

giving of notices to him or her is deemed to have been received and

brought to the notice of the addressee at the time when the letter

containing the same was sent and, in proving the giving of the notice,

it shall be sufficient to prove that the letter containing the notice was

properly addressed and sent.

25.4 All notices by the Company shall be signed by a director or by

someone authorised by the directors.

25.5 The accidental omission to give notice of a meeting to, or the non-

receipt of notice of a meeting by, any person entitled to receive notice

does not invalidate the proceedings of that meeting.

25.6 The Company shall not be responsible for the loss in transmission of

documents sent to the address furnished by any member to the

Company for the giving of notices to him or her, whether or not it was

so sent at his or her request.


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26. INDEMNITY

26.1 Every director, manager and officer of the Company and every other

person (whether an officer of the Company or not) employed by or

acting on behalf of the Company, and the reviewer, shall be

indemnified out of the funds of the Company against any liability

incurred by him or her acting in such capacity in defending any

proceedings, whether civil or criminal, in which judgment is given in

his or her favour, or in which he or she is acquitted, or in connection

with any application in which relief is granted to him or her by the

Court.

26.2 Members acknowledge that they are investing in land on which wild

animals roam that may cause damage or injury and members confirm

that they are aware of the implications for them, their families,

invitees and guests entering a nature estate and the precautions that

have to be continuously and diligently practiced.

26.3 Members acknowledge that they enter such property entirely at their

own risk and indemnify and hold harmless the Company and the

directors and the owners of land over which they are allowed to

traverse in terms of any agreements or otherwise, against any claims

of whatsoever nature, that may arise from the members of their

families, invitees or guests.

27. SPECIAL RESOLUTIONS

27.1 The Company may by special resolution –

(a) Do anything which in terms of the Act may be done only if

authorised by its Memorandum of Incorporation;

(b) In particular and without prejudice to the generality of the

foregoing, alter its Memorandum of Incorporation in any way

permitted by law subject only to any restriction in this regard

contained in the Memorandum.

27.2 The proposed special resolution shall be sent out as part of the notice

of the meeting and the reasons and effect of the special resolutions

should be explained in detail in the explanatory document.


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28. CONDITION OF SALE

28.1 Should any member wish to sell his or her property the new

purchaser becomes a member of the Company on transfer of the

property into his or her name.

28.2 Any member who sells property in the scheme shall deliver written

proof to the board of directors that the purchaser has taken note of this

Memorandum and the Rules.

29. DIVIDENDS

No dividends may be paid to members of the Company.

30. LIQUIDATION OR DEREGISTRATION

In the event of the Company ceasing to exist, being liquidated or

deregistered, the members of the Company at the time of such liquidation or

deregistration, remain responsible and liable themselves for the obligations

of the former Company.

31. CHANGES TO MEMORANDUM OF INCORPORATION AND

MANAGEMENT RULES.

The Memorandum of Incorporation and Management Rules may only be

changed by special resolution by a majority of 75% of all the members present

or represented at an annual general meeting or other general meetings.

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