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1.6.1 a reference to that law as amended or repealed and re-enacted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

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.