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Notice of a Special General Meeting of Members of the Marina Martinique

Homeowners Association (NPC) (MMHOA) registration number

1990/007381/08

Dear Member

The Association is holding a Special General Meeting on Wednesday 29 June 2016. Members are urged to attend this very important meeting or vote in advance for the proposed resolution to replace the current Articles of Association with a new Memorandum of Incorporation.

Please note that only members in good standing may: (1) appoint a proxy, (2) attend, (3) speak at (4) and vote on any matter at this meeting. Good standing has the meaning that all accounts with the Association are paid up to date. The return date for establishing “Good Standing” shall be the date of this notice of a Special General Meeting.

The Association through the Board of Directors is pleased to present to members the new Memorandum of Incorporation (MOI) for consideration as it is more fully motivated in the enclosed proposal for a Special Resolution.

In terms of the Companies Act 71 of 2008 notice of such meeting should be given to members not less than 15 business days before the meeting.

The voting process and procedure and the proxy appointment to be followed is fully described in a Voting Guideline enclosed as annexure 1, but for further clarity the following shall apply;

Each member in good standing shall, under cover of a separate communique, receive a Ballot Paper to enable them to cast a vote directly on the proposed resolution. This ballot paper should then be treated as described in the attached guideline to be eligible. We urge members to please follow this procedure carefully.

Members unable to attend the general meeting is encouraged to cast their vote on the ballot paper and submit it in the format and manner prescribed in the guideline. Members may however also appoint any individual as Proxy (who need not be a member) to attend, speak at or vote on behalf of the member at the meeting. The Proxy appointment shall be sent to members on request. Contact the offices of the Association should you require a Proxy form. (Contact detail as per Annexure one) These Ballot Papers and/or Proxy forms must reach the Independent Auditors at least two (2) business days before the scheduled meeting date to be eligible. (See annexure 1 for detail of the Auditors)

Members able to attend the meeting should please bring the Ballot Paper to the general meeting as it will facilitate a smoother process. They may also submit the Ballot paper as directed in the Voting Guideline prior to the meeting. Members (or their Proxies) attending the meeting in person may not deposit a Ballot Paper in the Ballot Box on behalf of another member not able to attend in person.

ANNEXURES:

1. Instruction for completion and submission of the Ballot Paper and Proxy for casting of votes on a Special Resolution Proposed.

2. Pro Forma Ballot Paper; Special Resolution 3. Form of Proxy 4. Special Resolution proposing the Adoption of a new Memorandum of Incorporation. 5. Minutes of the Special General meeting of 27 June 2015

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6. Draft Memorandum of Incorporation not included herewith: This is a 64-page document and members are requested to visit the Website of the Association to view the full document at www.marinamartiniquehoa.co.za. A printed copy shall be made available to any member on

request.

Agenda:

1. Welcome and establishment of a quorum 2. Minutes of the General Meeting – 27 June 2015 3. Resolution for consideration:

3.1 Special Resolution: Proposed Memorandum of Incorporation for Adoption by members

4. Voting 5. General

5.1 Discussion on Security Enhancements and improved Access Control.

6. Closure

Date: Wednesday 29 June 2016

Venue: Arthur Fennell Hall

Marina Martinique

1110 Dolphin Drive

Aston Bay, 6332

Meeting Time: Strictly 10h00 (The doors will be closed at 10h00)

Registration: 08:00 to 09h45

Identification: Members attending the AGM should bring along any of the following identification documents: A South African ID book or card, South African Driver's License or a Passport.

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ANNEXURE 1;

Marina Martinique Homeowners Association (NPC) (MMHOA) registration number

1990/007381/08

Instruction for completion and submission of the Ballot Paper for casting of votes on a Resolution Proposed: This BALLOT paper must be completed by members in good standing by indicating with a X IN ONE OF THE APPROPRIATE VOTE COLUMNS: IN FAVOUR OF; AGAINST; OR ABSTAIN As member, or duly authorised representative of a member (if other than a natural person) you are requested to cast your vote for the Resolution described on this Ballot Paper. This ballot paper must be submitted to the appointed Auditors of the Association from time to time. It may only be submitted to the Auditors in one of the following methods: Via e mail: To the e mail address and contact person of the auditors in PDF or other encrypted format duly completed and electronically signed by the member or, in the case of a legal entity its duly appointed representative. Any and all alterations must be signed. If not so signed the ballot may be declared void and will not be considered in determining the vote. Via Facsimile: To the fax number and contact person of the Auditors, signed by the member or, in the case of a legal entity its duly appointed representative. Any and all alterations must be signed. If not so signed the ballot may be declared void and will not be considered in determining the vote. Personal Delivery or via Courier Company: In a sealed envelope at the physical address of the Auditors clearly marked Ballot Paper, Marina Martinique Homeowners Association, signed by the member or, in the case of a legal entity its duly appointed representative. Any and all alterations must be signed. If not so signed the ballot may be declared void and will not be considered in determining the vote. At the offices of the Association: In a sealed envelope to be deposited in a locked box provided for this purpose, signed by the member or, in the case of a legal entity it’s duly appointed representative. Any and all alterations must be signed. If not so signed the ballot may be declared void and will not be considered in determining the vote. The contents of the Ballot box will be delivered to the Auditors on behalf of the members at least 2 business days before the scheduled meeting date. No facsimile or e-mailed Ballot papers will be accepted at the Offices of the Association. At the general meeting by members present in person: The Ballot Paper may also be completed and deposited in the Ballot box provided at the general meeting, when called on to do so by the Chairperson of the meeting. Members should bring the pre-completed Ballot Paper with them to the meeting. No member present at the meeting may deposit the Ballot paper of another member in the Ballot Box. Members able to attend may also submit their Ballot Papers in the manner contemplated above and need not wait until the general meeting.

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Members who prefer the appointment of a Proxy may do so by completing the enclosed Proxy Form. The Proxy Form must be submitted in any one of the same methods applicable to the Ballot paper. Should a member consider a Proxy appointment instead of casting a direct vote using the Ballot Paper the individual so appointed, if a member, shall be a member in good standing. The Board recommends the use of the Ballot Paper as an easier method to participate in the meeting should you be unable to attend. CONTACT OF AUDITORS: E Mail address: ewaldeck@hd.moorestephens.co.za Contact person: Elzaan Waldeck Facsimile number: +27(0)86 658 8473 Contact person: Attention Elzaan Waldeck Physical address: 54 Voortrekker Road, Humansdorp, 6300 Postal address: P.O. Box 271, Humansdorp, 6300 (Physical Address of the Association where the Sealed/Locked Ballot Box will be kept.) Marina Martinique Homeowners Association, 1110 Dolphin Drive, Marina Martinique, Aston Bay.

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Marina Martinique Homeowners Association (NPC) (MMHOA) registration number

1990/007381/08

ANNEXURE 2: Ballot Paper for a special resolution;

DRAFT ONLY: NOT FOR VOTING:

CONFIDENTIAL PROXY AND BALLOT PAPER SPECIAL RESOLUTION

(TO BE COMPLETED BY OFFICE)

NAME of Member

SURNAME:

ID:

To be completed by member or in the case of a Legal Entity the duly appointed representative.

ADDRESS: (Marina erf or unit name & number)

NUMBER OF VOTES:

To be completed and signed by member:

DESCRIPTION OF RESOLUTION IN FAVOUR RESOLUTION: (MARK WITH “X”)

AGAINST RESOLUTION: (MARK WITH “X”)

ABSTAIN (MARK WITH “X”)

1. SPECIAL RESOLUTION to adopt a new MOI, more fully described in Annexure 4, to replace the current AoA.

DATE: ____________________________ SIGNATURE: ____________________________ A Special Resolution requires that at least 75% of members present in person or by proxy at every general meeting of the Association and entitled to vote, must vote in favour of such resolution for it to be adopted provided that a quorum of at least 25% of the Voting Power is established.

NB: Only members in Good Standing as defined in the AoA of the Association may vote.

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Marina Martinique Homeowners Association (NPC) (MMHOA) registration number

1990/007381/08

DRAFT ONLY

ANNEXURE 3: Proxy Form

FORM OF PROXY FOR USE AT A GENERAL MEETING OF THE MARINA

MARTINIQUE HOME OWNERS ASSOCIATION

For use at the Special General Meeting of June 2016 of the Home Owners Association scheduled for 10h00 on 29 June 2016, at the Arthur Fennell Hall, 1110 Dolphin Drive Marina Martinique. I/We (Full name and Surname/Legal Entity Name of member) being a member in good standing as defined in the Articles of Association of the MMHOA (NPC) ……………………………………………………………………………………………………………………… owning Erf, No/Unit No & Name. _______________________________________having ________ ordinary votes in the Homeowners Association of (address)____________________________________________________________________________ Telephone number: _______________________________ E Mail Address: __________________________________ Appoint (see Note 1)

1. Full name surname and ID number: --------------------------------------------------------------------------------------------------------------------- ------------------

(Or failing him)

2. __________________________________________________________________________ (Or failing him)

3. The Chairman of the MMHOA (NPC) as my/our proxy to act for me/us at the Special General Meeting for the purposes of considering and, if deemed fit, passing the special and ordinary resolutions to be proposed there at and at each adjournment thereof and to vote for and/or against the resolutions and/or abstain from voting in accordance with the following: .

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Resolutions

For

Against

Abstain

SPECIAL RESOLUTION to adopt a new MOI, more fully described in Annexure 4, to replace the current AoA.

(Note: Members appointing a proxy should cast a vote/instruct the Proxy how to vote by inserting an X in the column of choice above) Every member in good standing is entitled to appoint one or more proxies (who need not be a member of the Association) to attend, speak and vote in his stead at the Special General Meeting. 1. This form of proxy must be lodged with either the Homeowners Associations office (In the

sealed box provided for this purpose), or the Independent Auditors in the manner described in Annexure 1 to be received by not later than 16h00 on 27th of June 2016.

2. Any alteration or correction made to this form of proxy must be signed in full by the member/representative.

3. The Chairman of the special general meeting may reject or accept any proxy form which is completed and/or received other than in accordance with the instructions set out in Annexure1 but always subject to the AoA and the Act

4. Registration from 8h00 – 09h45 on day of meeting – Meeting commences at 10h00

Signed at_______________________________ on this ____ day of ______________________ 2016 Signature ______________________________________________ On Behalf off: (If Legal Entity) ____________________________________________________________________

A Special Resolution: More than 75% of the voting entitlement of all members present at a general meeting in person or by Proxy should vote in favour of such resolution to be adopted. Subject firstly to a quorum of at least 25% of the aggregate of voting rights of all members that are

present at the meeting either in person or by Proxy.

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ANNEXURE 4

PROPOSAL FOR A SPECIAL RESOLUTION TO ADOPT A NEW MEMORANDUM OF

INCORPORATION (MOI) FOR THE MARINA MARTINIQUE HOMEOWNERS

ASSOCIATION (NPC) COMPANY REGISTRATION NUMBER 1990/007381/08

Introduction and Background

Months, and many reviews later, the MOI is now ready for presentation to members. The complete document has been published on the website of the Association AND TO ACCESS IT PLEASE FOLLOW THE LINK www.marinamartiniquehoa.co.za. This new proposed MOI will replace the current and outdated Articles of Association and is required by The Companies Act, 71 of 2008, as amended or replaced from time to time. The

extent of the changes proposed is such that an amendment to the current Articles of Association would not suffice and a completely new MOI is proposed and if approved shall be lodged and registered with the Companies Intellectual Property Commission (CIPC)

The Board, after consultation with members, believe that this is a well-balanced and robust “constitution” which, if adopted, shall serve the best interest of the Marina and Members well for years to come.

Process for adoption of the new MOI by special resolution:

The MOI cannot be implemented until it has been approved by the members of the Association at a general meeting by means of a special resolution.

1. Notice of a general meeting of the Association must be sent to all members not less than 15 business days before the scheduled meeting date.

2. The act further requires that certain pertinent information be disseminated to all members including the purpose of the meeting and providing sufficient information to enable the members to make an informed decision.

3. A Quorum needs to be established. That is, at least 25% of the voting rights of the combined membership should be present in person or by proxy at such meeting.

4. Of the 25% (or more as the case may be) voting rights represented at the general meeting, in person or by proxy, more than 75% of the voting rights of all members should vote in favour of adopting the new MOI.

5. The Chairperson of the meeting shall call for scrutineers to attend and observe the vote counting.

Explanation of Additions and Changes

Because of the extent of the changes and/or additions (which the Board is obliged to provide) it will mean virtually re-writing the entire new MOI in this notice. To prevent this duplication a summary and explanation is provided as follows;

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1. The document has been colour coded where the beginning of paragraphs which were amended/changed from the present Articles of Association are coded in GREEN. These changes in the main are aimed at aligning it with the present Companies Act and also to provide more clarity with the interpretation of some paragraphs.

2. The paragraphs colour coded in YELLOW are new to facilitate better corporate governance, limiting the powers of the Board and to promote transparency. The more important changes/additions and or amendments are summarised and highlighted per paragraph number below:

Paragraph 2: Definitions:

Definitions are meant to give more clarity on certain other clauses of the MOI and also in itself constitute a “rule” The changes and additions were designed to give more clarity on certain matters in the management of the affairs of the Association and to restrict the powers of the Directors. Some of the more important new inclusions are:

2.30 & 2.31“The Internal Audit Committee provided for in Article 14; 2.33“Material transaction” means any transaction or series of transactions in respect of a purchase, acquisition and / or sale or disposal, (other than normal and budgeted capital or emergency capital expenses) where the value of the transaction or series of transactions exceeds 5% of the Net Asset Value, based on the Cost Value of assets of the Association as determined from the latest available years audited annual financial statements. Where a transaction or series of transactions involves more than one asset or item the value for purposes of this definition will be the combined value of the assets or items forming part of the transaction(s). Any and all such transactions, shall be regarded as material transactions requiring a special resolution by members and the provisions of sections 112 and 115 of the Act, with the necessary variation as required by the context, shall apply. A transaction shall not be broken into, or structured as, smaller or a series of transactions to result or resulting in the circumvention of this article;

Paragraph 3: Interpretation Only one minor amendment to paragraph 3.17

Paragraph 4: Objects and Powers of the Association This paragraph essentially explains what the Association may (or may not by implication) do. A number of additional clauses have been added with the objective of limiting the powers of the Association and gives clear direction to the Board on how certain material transactions must be treated. Refer specifically to sub paragraphs 4.2.7 through 4.2.18 and 4.3 Where immoveable property is acquired or sold any and all such purchases and or acquisitions and selling or disposals shall require prior special resolution approval by members regardless of whether or not the value qualifies it as a material transaction. Paragraph 5 and 6 Only two minor amendments as opposed to the current Articles of Association. Refer 6.1.1; 6.1.2 and 6.4 of the MOI Paragraph 7; Levies and Votes attached to membership and paragraph 8; Imposing of Levies and Service Charges. This paragraph probably contains the most fundamental changes. It addresses the issue of how levies are to be calculated in future and how the voting rights of each member is to be determined based on their property ownership. It essentially now links the Votes and Levies payable inextricably. Members should please note that the vote entitlement have changed from the existing Articles. Please read paragraph 7 of the proposed MOI in this regard.

The levy for a developed Single Residential, erf as determined by the Board, shall be the Base Levy. The levies payable by the owners of other categories of erven or units shall be the percentage of the Base Levy stipulated in the relevant article and the votes entitled to be exercised by members of the various

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categories of erven or units are as indicated in the relevant article.

The changes to the majority of affected members can be summarised as follows:

Description Present votes

Propose

d Vote

Levies

Present/Proposed

1 Single Residential properties, with a

house/residence.

3 4 R876/R876

2 Single Residential properties without a

house/residence.

3

3 R876/R657

3 Existing Zoned General Residential one and or two Sectional title units/Time Share units with own Body Corporate or HOA.

1

2 R438/R438

Levies and Votes for undeveloped and or un-serviced group erven is described in paragraph 7.5 but shall also be communicated to each member individually. 7.5.2 Timeous development of undeveloped or unserviced land In order to ensure the expeditious development of any undeveloped or unserviced land within the Marina, the board may at its discretion increase the levies on any such land, irrespective of the specific zoning, to at least be equal to that of the maximum leviable earning capacity such land would have achieved as if deemed to be fully developed, should such land not have been fully developed within a period of 5 years from the date of transfer to its current owner or from the date of adoption of this MOI, whichever occurred last. 7.5.2.1 Any decision to increase the levies as contemplated above shall be presented to a General Meeting of the members of the Association for consideration by ordinary resolution. 7.5.2.2 Should any erf or property as contemplated above be sold to a third party the period shall run uninterrupted from date of adoption of this MOI. 7.5.3 The indulgence of a lower levy in terms of 7.5 of this MOI granted to members who are owners of undeveloped and or unserviced group or general residential 1 and or 2 erven shall not be transferable should the property be sold to any third party. The Board shall in its sole discretion determine the new levies payable in the event of a sale of such property. The levy so determined shall in any event not be lower than the levy applicable at the time of the sale. Paragraph 8: Imposing of levies and Service Charges 8.11 The Board may NOT exempt, reduce or substitute with any other form of arrangement the levy payment, service charge any other amount due as determined in article seven for any member unless such is approved by special resolution by the members at a general meeting of the association. Any member so benefitting shall, directly or indirectly, be excluded from voting on the matter so as to prevent a possible conflict of interest or bias. 8.12 Where the board resolve that any amount owed to the Association is irrecoverable and should be written off as bad debt, the detail and reasons for writing it off, should be provided to members at the AGM following the decision but at all times respecting the confidentiality of members. The HOA should keep a register of all members for which bad debts have been written off for determining members not in good standing for purposes of article 8.15 Paragraph 9; Rules Only one minor change. Also bear in mind that the rules contained in this section is enshrined and may not be changed by the Board without member approval by special resolution. In addition to these rules the general rules, which may be changed and or amended by the Board from time to time, subject to ratification by members, is contained in a separate document also published on the website. This document is also under review and will be submitted to members at the next AGM.

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Paragraph 10; The Board This paragraph also deviates substantially from the present Articles. The proposal is that the board consists of only 6 members (currently 7) The process for the nomination and election of directors takes a totally new direction. The Association shall adapt to Best Practice used by some major Corporate Companies. Each member shall in future vote directly, on a Ballot Paper for the director(s) they wish to serve their best interest. The entire election process will be under the management of Independent Auditors. This process and procedure is also extensively explained in Addendum One attached to the proposed MOI. Paragraph 11; Meetings of the Association This paragraph also fundamentally changes. The Association has elected to follow a “Closed form of Proxy” and this article gives effect to that. Refer specifically to paragraphs 11.6 and 11.8 through 11.12 in this regard. As with the election of Directors, each member shall in future cast a vote directly for any and all Resolutions proposed at any general meeting of the Association. At present members are expected to nominate a Proxy to attend meetings on their behalf with or without direction on how to vote. The changes proposed does not limit the entitlement of a member to appoint a proxy to attend and speak at any meeting on his/her behalf. This process is more fully explained in Addendum 4 of this proposed MOI. Paragraphs 12 through 14 These paragraphs address the establishment of a number of sub-committees of the board and is has the objectives as set out therein. I would like to specifically draw your attention to the Internal Audit Committee. of this proposed MOI. It is aimed at assisting the Board in applying good Corporate Governance practices and to encourage enhanced Transparency. Paragraphs 15 and 16 Only minor changes proposed Paragraph 17; Town Planning Control. This section is also an entrenched matter which may only be changed or amended by a special resolution. It is in addition to separate DRC (Design Review Committee) Guidelines and Charter. The most fundamental changes are contained in paragraphs 17.17 through 17.20 and address the process and procedure for re-zoning of existing properties within the Marina. Paragraphs 18 through 22 No major changes other than more clearly defining certain matters Paragraphs 23 though 24 New additions to give effect to the Election of Directors and the Voting Process previously discussed and to establish the DRC and Internal Audit Charters.

It is proposed that the special resolution adopting a new MOI for the MMHOA be approved by

the members:

Proposed by:

S. W. van der Merwe S. Crous

On behalf of the Board On behalf of the Board

SWvd Merwe SCrous

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Annexure 5

Marina Martinique Home Owners Association NPC (Registration No: 1990/07381/08)

(VAT Registration No: 4870143270)

P.O. Box 170 Tel.: (042) 292 0200

JEFFREYS BAY Fax: (042) 292 0542

6330 e-mail: martiniq@intekom.co.za

www.marina-martinique.co.za

MINUTES OF A SPECIAL GENERAL MEETING

OF THE MARINA MARTINIQUE HOME OWNERS ASSOCIATION

HELD ON SATURDAY, 27 JUNE 2015, AT 10:00,

IN THE ARTHUR FENNELL HALL AT THE MARINA MARTINIQUE

PRESENT

Fennell, H.A.L. Chairperson

Elzerman, H.P. Deputy Chairperson

Bosch, M. Director

Hinton, J. Director

Williams, B. Director

Heunis, V. Manager

Fourie, H. Accountant

Heyns, A..C. Scribe

Strydom, L. Auditors’ staff member

Swart, A. “

Van Zyl, D. “

Ilse “

HOME OWNERS Agenbach, N. Erf 1001

Black, S. 21 Jamaican Palms

Blignaut, M. Erf 1116

Blyth, D. Erf 860

Botes, T. Erf 965

Breitenbach, S. Erf 1156

Cleaven, Z. Erf 938

Crous, S. Erf 1076

Crous, T. Erf 879

Delport, M.A. Erf 1067

Dricot Erf 970

Eckel, M. Erf 941

Esterhuizen, O. Erf 1438

Ferreira, J. Erf 971/972

Finke, M. Erf 1507

Francis, A. Erf 1118

Francis, G.A. & L.L. 18 Martinique Cove

Goosen, S. Erf 1074

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Gouws, M. Erf 876

Grobbelaar, C.H. Erf 1086

Hayward, A. 33 Kinston Place & Erf 1408

Heppell, E. Erf 1041

Hitzeroth, D.R. Erf 1286

Jacobs, R. 11 Martinique Cove

Koen, C. Erf 1387

Matzner, R. 52 Martinique Cove

Mellett, S. Erf 903

Mey, J. & L. Erf 1447

Nel, A. Erf 1140

Nicholson, E. 14 Ville Martinique

Oberholzer, A. Unit 8

Petrelis, J. Erven 984 & 1491

Rademeyer, G. Erf 1407

Sampson, L. Erven 957 & 958

Schmidt, E. Erf 1141

Schoombie, I. Erf 1443

Silva, G. Erf 729

Smuts, A. Erf 1426

Steenkamp, L. Erf 1087

Strydom, J. Erven 1270/2 etc.

Van der Merwe, G.J. Erf 1163

Van der Merwe, S.W. Erf 1055

Van der Westhuizen, W.H. Erf 1160

Van Heerden, R. 21 Jamaican Palms

Van Niekerk, J. 17 Martinique Cove

Van Staden, Z. Erf 1039

Van Tonder, C. 36 Marina Sands

Van Tonder, K. Erf 1066

Van Vliet, T. Erf 955 & 3 Kingston Place

Venter, R. Erf 1012

Viljoen, J. Erf 865

Wooding, G. Erf 925

Also present on invitation of the Board of Directors:

Arnold, C. Rushmere Noach Attorneys

APOLOGIES

Cloete, C. Director

G. Robinson Director

1. WELCOME

Mr. Elzerman, on behalf of Mr. Fennell, welcomed all present and confirmed that a quorum had been

constituted. He requested that the meeting be conducted in an orderly manner. Mr. Elzerman also informed

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the members that blown-up photographs from Google of the farm area under discussion had been placed

on the table if anyone was interested. These photographs indicate the location of the two halves of the farm

as well as where the proposed new road would be constructed if approved.

A request came from the floor that the meeting be informed of the following:

The number of votes of members present at the meeting including the proxies;

What constitutes a quorum.

Mr. Williams replied that the votes totalled 594 of which 355 were proxies and that a quorum constitutes

25%.

2. DISCUSSION ON THE AMENDMENTS TO THE MEMORANDUM OF INCORPORATION

(MOI)

Copies of a document received from VDMA Corporate Commercial Attorneys, acting on behalf of Derek

Kinnear, one of the home owners, was then circulated by one of the home owners. The attorneys indicated

that they were informed that their client together with other members of the HOA have some concerns and

objections in regard to the management of the HOA as well as the provisions of the MOI that are

inconsistent with Companies Act 71 of 2008, as amended.

Mr. Hinton informed the members that the whole purpose of the changes to the MOI was to bring it in line

with the new Companies Act. The changes were discussed at length.

The following issues were discussed:

(a) Powers of the board: The limitations on what the board may spend without prior approval by the

members during a special general meeting.

(b) The rotation of directors.

(c) What constitutes a quorum for special resolutions.

(d) Objectives of the MMHOA: Making investments buying land, etc.

(e) Transparency.

(f) Buying of shares: Mr. v.d. Westhuizen proposed that only listed and not unlisted shares should be

bought.

(g) Number of board members resident in the Marina: Mr. v.d. Westhuizen proposed that at least 5

members (if 9 directors were elected) should be members living permanently in the Marina.

(h) Appointment of auditors.

(i) Levies payable and voting rights: Developers of undeveloped land: Mr. v.d. Westhuizen proposed

that the voting rights of developers who receive the benefit of “a holiday period for the payment of levies”

be reduced.

(j) Manner of voting: Show of hands or by poll.

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(k) Ballot papers - Security control measures: ballot papers (not serialised). Me Fourie explained the

procedure.

Mr. Strydom referred to the document from VDMA Corporate Commercial Attorneys setting out where

they believe the MOI falls short of the process, and he stated that “if the board continued to fall short in

this manner, the board members may be personally and severally held liable”. It also stated that the MOI

is flawed. Mr. Hinton replied that the members had 21 days to respond and this specific letter was only

presented during the meeting and thus could not be discussed.

Mr. Williams drew the attention of the meeting to the fact that a number of changes were now being

proposed. The home owners had more than enough time to present changes. Mr. Arnold suggested that all

the proposals be ironed out before the AGM and that the amended MOI be tabled for special resolution

during the AGM scheduled for December 2015.

3. VOTING ON THE SPECIAL RESOLUTION TO AMEND THE MEMORANDUM OF

INCORPORATION

The voting rights of developers were questioned by some of the home owners, specifically where the levies

were in arrears. The meeting was of the opinion that such a developer should not be allowed to vote. Mr.

v.d. Westhuizen wanted it noted that there was a concern that a developer who owed levies to the MMHOA

should not be allowed to vote. Mr. Strydom remarked that Mr. Hinton should be aware of the fact that there

was an issue regarding his voting rights. He was of the opinion that Mr. Hinton would be prepared to

withdraw his votes on all the resolutions. Mr. Mellett did not agree as he was of the opinion that Mr. Hinton

had invested a large sum of money in the Marina. One of the home owners remarked that i.e. 60 vacant

plots do not allow a developer to have 60 votes if such developer was in arrears with the levies.

Mr. Arnold, attorney, replied that an agreement, rightly or wrongly, had been concluded between Mr.

Hinton and the MMHOA granting him a “holiday period” with regard to the payment of levies, allowing

him to pay the levies, plus interest, when property had been sold. In accordance with the MOI

(Constitution), the board is authorised to conclude agreements on behalf of the MMHOA. Therefore, in

accordance with the agreement, he is exempted from paying levies until such time as properties had been

sold. The board was accused that it was being held ransom by one developer and that that developer controls

everything that happens in the Marina. Apart from that he is a member of the board of directors.

Mr. Hinton informed the meeting that he would abstain from voting.

The members were then requested to vote for the special resolution to amend the MOI. As the ballot paper

made provision for voting on all the resolutions, the members were requested to only hand in their ballot

paper at the conclusion of the meeting.

4. DISCUSSION ON THE PURCHASE OF THE SHARES IN TANTUS TRADING (THE FARM)

The following issues were raised against buying the farm:

(a) The land could be expropriated by the government (according to Mr. Crous).

(b) The MMHOA did not need the farm area to become self-sustainable.

(c) Rather utilise the funds to develop the Caranage.

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(d) Withholding information with regard to the transactions.

Mr. v.d. Merwe was of the opinion that Messrs. Mellett and Hinton, because of their vested interest, should

recuse themselves whilst these discussions took place. Mr. Strydom pointed out that, for legal reasons, this

was meant for their protection. Mr. Elzerman pointed out that they were home owners and entitled to be

present during the discussions.

Mr. Strydom mentioned that one of the reasons for the board wishing to buy the farm area was to construct

a link road between the Marina and Jeffreys Bay that would cost the home owners a large amount of money.

He was of the opinion that the MMHOA do not need to buy the farm to do this because the road could be

constructed outside the boundaries of the farm. He also mentioned that, at the moment the farm is zoned

“undetermined” (no zone). Therefore, for anything that one wishes to do on that property a zoning would

have to be applied for even if it is just industrial. That means that an EIA would have to be done at a high

cost, particularly if one wishes to build a road, sewerage farm, etc.

Mr. Crous referred to the fact that some years ago the municipality and the MMHOA had an agreement to

build the road each being responsible for 50% of the cost thereof. Mr. Fennell replied that, at the time and

in accordance with a court order, the municipality was granted R100,000 and the MMHOA had to pay the

rest of the cost. At that time the population in the Marina was very small with hardly any income and

battling to survive. Money could not be raised to build the road. At this point in time the MMHOA was in

a position to fund the construction of the road. He went on to say that the reason why the board felt it

necessary to buy the farm was to build the road as portion of the road would run through the farm area.

Mr. Fennell also referred to the fact that some home owners accused the board of not giving full details to

the home owners at the time when the board members decided to buy the farm. The board needed to act

quickly. The board signed an offer to purchase and paid a deposit to stop Messrs. Mellett and Hinton from

selling the property to someone else. A condition of the agreement to purchase was that it must be ratified

by the AGM which is the plenary body of the association. It cannot be said that there was no transparency.

The transparency was stopped as a result of a court order (at considerable cost to the MMHOA) prohibiting

the discussion and consideration of the acquisition of the farm. The board wanted the home owners to make

a final decision during that AGM but was stopped.

Mr. Fennell went on to say that, in the future, the MMHOA would have to consider reservoirs, a sewerage

plant, electricity reticulations and for that reason needed the extra land to be able to do this. The property

could be subdivided and plots could be sold. The money would be well spent. He also mentioned that the

MMHOA was offered R15m for the Caranage. The interested parties would develop it according to

stipulations laid down in the sale agreement.

Mr. Williams announced that the home owners may cast their vote pertaining to special resolution No. 1 on

the ballot paper – Special Resolution No. 1: Purchase of the farm.

5. DISCUSSION ON THE SALE OF THE CARANAGE

In reply to a question as to whether the property had been sub-divided, Mr. Bosch confirmed that it had not

been sub-divided. Mr. Strydom referred to the reserve suggested by the board of R14m. He questioned this

and pointed out that in 2012 the board had a valuation of R16.7m. Mr. Elzerman remarked that the board

felt that the minimum value should be R14m. Mr. Bosch remarked that a proper valuation had not as yet

been done. Mr. Strydom suggested that a proper valuation be done before it would be auctioned off. It was

suggested that the property not be auctioned but to call for developers to put proposals to the board on a

tender basis. Mr. v.d. Westhuizen suggested that the property be sold at the best possible price. Mr.

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Elzerman remarked that the sale of the Caranage would be taken through the entire process and stressed

that the board did not decide to sell the property because they would have to. It would not be sold for less

than R14m. In reply to a question from Mr. Petrelis as to whether the board had decided what restrictions

would be placed on the development of the property, Mr. Bosch replied that the home owners, by means of

a survey, had already decided what they would prefer to be developed on this land. The board would make

sure that whatever the home owners had decided they want would be adhered to.

Mr. Bosch stated that, in any event, the board will convey full details of what the interested developer

placed on the table before entering into any contract.

Mr. Bosch announced that the home owners may cast their vote pertaining to special resolution No. 2 on

the ballot paper – Special Resolution No. 2: Sale of Caranage.

One of the home owners was of the opinion that Mr. Hinton should be allowed to vote.

He suggested that the meeting, through a show of hands, indicate whether Mr. Hinton should vote or not.

Mr. Bosch pointed out that Mr. Hinton had recused himself by his own choice. He was not forced to leave

the meeting but offered to leave. Some of the members did not agree.

In reply to a question whether the sale of the Caranage was necessary to purchase the farm, Mr. Elzerman

replied that it was not. Mr. v.d. Westhuizen remarked that the MMHOA might not have the money to

develop the farm to which Mr. Elzerman replied that there was no time frame for the development.

In reply to a question as to when the home owners would receive the results of the votes, Mr. Heunis replied

that the results would be communicated to the home owners by Monday, 29 June 2015.

Mr. Strydom thanked the board for providing answers to the questions from the concerned home owners.

He remarked that he would make an appointment with Mr. Heunis on the matter. According to him it

contained blatant lies and many inaccuracies and misleading information.

Mr. Crous requested information regarding the voting process and counting of the votes. Me Fourie outlined

the full process. Another question was raised as to who has access to the information, to which Me Fourie

replied a representative of the external auditors as well as herself. The votes and outcome would be placed

in an envelope and sealed and placed in the safe. Access (keys) to the safe is in the care of herself and one

other staff member.

There being no further business to discuss, Mr. Williams thanked the members for their attendance.

The meeting closed at 12:55.

………………… …………………..

CHAIRMAN DATE