ANNUAL REPORT 2017

PREMIER PRIVATE RESORTS Registered Office 1 Crompton Street Pinetown 3610

Managing Agent Club Leisure Management (Pty) Ltd 1 Crompton Street Pinetown 3610

Bankers ABSA Corporate & Merchant Bank 4 Frosterley Crescent Frosterley Park La Lucia Ridge Office Estate 4019

Auditors Moore Stephens CJL 5th Floor, The Spinnaker Albert Terrace Durban 4001

Trustees S J Lamont A N Ridl C A Wright H M Adams K Mokoape

Attorneys Hornby, Smyly, Glavovic Inc 15 Acacia Avenue Westville 3630

Transfer Secretary Club Leisure Management (Pty) Ltd 1 Crompton Street Pinetown 3610

Property Buying Company Premier Vacation Club (Pty) Ltd 1 Crompton Street Pinetown 3610

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NOTICE

Notice is hereby given that the Annual General Meeting of PREMIER PRIVATE RESORTS will be held at

1 Crompton Street, Pinetown, on Wednesday, 05 September 2018 at 12h00.

AGENDA

1. Present / Acceptance of Proxies / Apologies.

2. To establish a quorum.

3. To approve the minutes of the Annual General Meeting held on 16 August 2017.

4. To receive a report from the chairman of the Board of Trustees.

5. To consider the Audited Financial Statements for the year ended 31 December 2017.

6. To appoint Auditors for the ensuing year, and to approve the determination of the Auditors'

remuneration by the Trustees.

7. To receive a report from the Managing Agent.

8. To receive the Annual Holiday Contribution, Club Membership Subscription and the Resort

Refurbishment Reserve Fund for the year 1 January 2018 to 31 December 2018 as approved by the

trustees.

9. To receive the Annual Holiday Contribution, Club Membership Subscription and the Resort

Refurbishment Reserve Fund for the year 1 January 2019 to 31 December 2019 as approved by the

trustees.

10. To elect a maximum of 3 (three) further Ordinary Members as Trustees in terms of the Club

Constitution. All Ordinary Trustees are required to retire annually but will be eligible for re-election.

11. To determine and approve the Trustees remuneration.

12. To discuss the proposed change in accounting policy to bring the Club in line with Share Block

accounting.

13. To transact such other business as may be transacted at an Annual General Meeting of the Club.

The Annual Report will be made available on our website from two weeks prior to the Annual General

Meeting. Website: www.premierprivate.co.za.

Should you require a printed copy of the documentation, please contact our offices and a hard copy will be

mailed to you.

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GENERAL INFORMATION

1. A member shall not be entitled to vote at any general meeting if any contributions payable by him in

respect of obligations to the Club have not been duly paid.

2. Trustees shall be elected at each Annual General Meeting and shall hold office until the next

succeeding Annual General Meeting. The number of Trustees shall be determined from time to time

by the Members of the Club in a general meeting.

3. A quorum at any General Meeting shall consist of not less than 3 (three) Members, personally

present or represented by proxy, who are entitled to vote.

a. If, within half-an-hour from the time appointed for a General Meeting, a quorum of Members

is not present, the meeting, if convened by or on the requisition of Members, shall be

dissolved.

b. In any other case it shall stand adjourned to the same day of the next week at the same time

and place, and if, at such adjourned meeting, a quorum is not present, the meeting shall be

dissolved.

4. Nominations for the election of Trustees shall be given in writing, accompanied by the written

consent of the person nominated, together with a detailed curriculum vitae of the person nominated,

should that person not already be a Trustee. Nomination forms must be in the hands of the Managing

Agent at least 48 hours before commencement of the meeting.

Please make every effort to forward nomination forms together with the detailed Curriculum Vitae of

the prospective trustee at least two weeks before the Annual General Meeting. This will allow us to

circulate this information to members ahead of the Annual General Meeting enabling them to make a

more informed decision regarding the nominees.

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PREMIER PRIVATE RESORTS MINUTES OF THE ANNUAL GENERAL MEETING HELD AT THE OFFICES OF THE CLUB LEISURE

GROUP, NO 1 CROMPTON STREET, PINETOWN, ON WEDNESDAY 16 AUGUST 2017 AT 12H00

1. TRUSTEES PRESENT: A N Ridl Founder Member (Chairman) C A Wright Ordinary Member Trustee H M Adams Ordinary Member Trustee K Mokoape Ordinary Member Trustee In Attendance: M Naidoo Club Leisure Management (CLM) S E Lamont CLM - Representing the Managing Agent J M May Minutes Members present as per the signed attendance register totalled 15. A total of 5 Proxies in favour of the Chairman were received and a quorum established. Apologies were received from Mr S J Lamont. 2. QUORUM & NOTICE OF MEETING

2.1 The Chairman declared the meeting properly constituted and welcomed all the Members to the meeting of Premier Private Resorts (PPR). It was agreed that the Notice of the Meeting, having been circulated, was taken as read.

2.2 The minutes from the previous Annual General Meeting held on 26 September 2016 were

CONFIRMED and ADOPTED UNANIMOUSLY and were recorded as a true reflection without any amendment.

PROPOSED: MJ O’Sullivan SECONDED: HM Adams

3. CHAIRMAN & TRUSTEES REPORT A report from the Chairman of the Board of Trustees was available in the hard copy AGM booklet and

on the website and that Mr Shaun Lamont, representing the Managing Agents, would present a report during the meeting.

4. TO CONSIDER THE AUDITED ANNUAL FINANCIAL STATEMENTS The Chairman commented that the Financial Statements had been discussed and accepted in the

Trustees Meeting and enquired if any of the Members had any further comments and enquiries. The Chairman commented that the Club was still in a very healthy and sound position. The Balance

Sheet reflected the Reserves at R10 m and that cash on hand reflected R13 m. He commented that

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the figures were very similar to that of the previous year. The Chairman enquired if there were any queries from Members.

A Member queried why the Revenue had declined. The Chairman explained that as the Club operated

on a Cash Basis, and as Members occasionally paid early in the year, this was merely a timing issue. Although there was less cash on hand, more levies were paid in the previous year, which would then carry over and balance out the deficit eventually. Revenue was directly related to the number of Members in the Club and reflected in the year when the cash is paid. As long as the Club continued to grow steadily, and older Members are replaced with new Members, the revenue would remain steady. The Chairman commented that the nett growth was increasing which meant more Members were joining the Club than cancelling at present.

The Member expressed the concern as to when Members do not pay or cancel as to whether the Club

then finds itself in arrears. The Chairman explained that as the Club is operated on a Cash Basis this was not a concern as money was always readily available and commented that at present only 3% of Members were in arrears at the end of 2016.

The Member queried the increase in Auditors’ Remuneration which was almost double compared to

the previous year. The Managing Agent explained this was a carryover from the previous year and again a timing issue as to when the Auditors were actually paid so was reflecting as two years of fees. There had been a slight increase in the Auditors’ Fees for the current year.

The Member further commented that the Member count reflected as lower than that in the 2015

financials. The Chairman commented that this figure reflected as of the date of the financial year end but that since then the Member count figure had increased. The Managing Agent stated that the Member count for the year had increased from 3060 to 3087 which reflected 27 new Members joining the Club in the past financial year.

The Member enquired why the Levies Paid and Levies Received did not balance. The Managing Agent

stated that again, levies were paid in advance in 2015 and reflected in that year, and not the current financial year. If cash is received early then it is paid out early as the Resorts offer the Club an incentive and this is why the figure was higher in 2015 than in 2016.

The Member further queried where Revenue for penalties for cancellations was reflected. The

Managing Agent stated that this was included in the nett figure. The Chairman requested M Naidoo to kindly disclose these figures separately in the next financials i.e. number of Member that have paid, discounts received from the Resorts and cancellation penalties.

The Member queried the Subscriptions and the difference reflected between 2015 and 2016. The

Managing Agent explained that the Club received the subscriptions and then paid the Managing Agent in respect of their fees as the Club does not have employees which the Managing Agent does. Again, the Club could either pay the monies to the Managing Agent early falling within the previous financial year or carry fees over to the next financial year reflecting less in one year and more in the next year.

The Member further queried where the Trustee’s Remuneration was reflected. The Managing Agent commented that this was reflected under Meeting Costs and commented that this could be split and reflected as disclosure items with a note. This would then reflect how many Trustees were on the board and how many meetings were attended by each. M Naidoo to reflect the figures in the next financials.

There being no objections, the Audited Financial Statements for the year ended 31 December 2016

were UNANIMOUSLY APPROVED.

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5. APPOINTMENT OF AUDITORS FOR THE ENSUING YEAR, AND TO APPROVE THE DETERMINATION OF THE AUDITORS’ REMUNERATION BY THE TRUSTEES

It was UNANIMOUSLY RESOLVED to retain Moore Stephens CJL Inc as the Auditors for the next

financial year and APPROVE the Auditors’ remuneration. The Chairman responded to a Member’s query in regards rotation of Auditors by saying that, although the Auditors do not have to change every 5 years, the Partners of the firm are rotated every 5 years.

6. MANAGING AGENT’S REPORT Mr S Lamont thanked the Chairman and welcomed all Members and said he was happy to answer any

questions. In terms of the criteria for the Managing Agent the first criteria was to service Members and ensure they went on holidays. In terms of key performance, Members had bought into a holiday club and this was the main objective.

- 90% of Members travelled in the financial year. A mammoth task of 95% of Members

travelling has been set for 2017. As of the end of July 2016 booking have already been made for 85% of Members. There are currently 3080 Members in the Club and 4009 bookings.

- Reservations were up by 11.9% from the previous year. The Chairman pointed out that

although there were only 27 new Members in the Club the bookings had increased substantially.

- Additional cash from Bonus Bookings. There is a zero based budget and revenue received is

paid out to the Resorts. When there is unutilized stock the Club obtains the cash by doing bonus bookings or rentals. In the previous financial year an extra R4 m was received by doing bonus bookings and this money went towards paying levies to the benefit of the Members. The budget was currently up to date and an additional R4.4 m is anticipated to be received for the current financial year.

- On-line engagement and bookings on the website had slightly decreased from 31% to 28%.

In many cases Members are merely only looking at the Resorts on-line and then phoning to find out more information about the Resort and then making the actual booking.

- Mr Lamont commented that in terms of campaigns, recently the Mandela, Mahala March and

Bonus Bonanzo campaigns were run to encourage bookings and revenue for the Club.

- In terms of Collections there was no bad debt. In 2016 only 3% of the Member base had not paid.

- Mr Lamont reported on the Club’s Resorts as follows:

The penthouse, Unit No. 84 at the Oceanic, was undergoing a refurbishment.

The Palace penthouse refurbishment was completed and looking exceptional. This unit is only available to PPR Members. Mr Lamont thanked a Member who had recently stayed at the penthouse and had complimented the Club.

Units 126 and 220 at the Breakers had been refurbished specifically for the exclusive use of PPR Members. The Club had also purchased another 2 units which will only come on-line in 2018.

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The 2 year refurbishment project at Midlands Saddle & Trout will be complete by end of September 2017. The new Units are of excellent standard and the restaurant had been upgraded.

Phase 1 of Magalies Park has been completed and Phase 2 will be completed by the end of 2018. This is a large project at a cost of over R60 m.

The La Montagne 5 year refurbishment plan is a slow process but progressing.

Bushmans Nek. The refurbishment is complete barring the logs cabins. One cabin is currently nearly complete. Originally there were 1 and 2 bedroom cabins but ownership with the Resort has been consolidated and centre walls are being knocked out and turned into 3 bedroom/3 bathroom cabins. The decks are also being redone.

Riviera, situated in Seapoint, Cape Town has been refurbished in a very upmarket modern standard. The Riviera ground floor units have been blocked off from March 2018 so that these units can be refurbished. An indoor pool, conference centre and coffee shop is also going to be included.

Mr Lamont stated that in terms of the Resorts the Club would endeavour to upgrade and increase the inventory within the Club. He further stated that, despite the investigation by the NCC into the industry, PPR remained proactive as would be discussed the Chairman under general later in the meeting. No complaints have been received by the NCC from any PPR Members, and any complaints that the Club received, had been dealt with by the Club immediately and to the Member’s satisfaction. One of main complaints by Members in the timeshare industry is that they cannot cancel their Memberships. PPR in particular has a cancellation clause which states that if the Member is fully paid up they can cancel between January and May of the current financial year. The Trustees have requested that the Managing Agents increase this period from 1 January to 31 July with no cancellation penalties. Another point was that, some Members who were buying into the Club and could not afford to pay for their Membership in cash, have finance agreements that fall within the NCA and not the CPA. The Trustees have therefore agreed that if a Member has paid 30% of his total outstanding debt then the Member can exit the Club whereas in the past 100% of the debt had to be paid. The other 70% of the debt would be written-off. The third issue was that some Members bought the product and then changed their mind. The current cool-off period was 5 working days. This has now been changed to 21 working days.

7. TO CONSIDER & APPROVE, WITH OR WITHOUT AMENDMENT THE 2018 ANNUAL HOLIDAY CONTRIBUTION, ANNUAL CLUB MEMBERSHIP SUBSCRIPTION AND THE REFURBISHMENT RESERVE FUND CONTRIBUTION

Mr Lamont reported that the budget for the upcoming financial year had been completed and

presented to the Trustees. He was pleased to say that it was inflation based and set at 6.5%.

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The 2018 Holiday Contributions were APPROVED UNANIMOUSLY. 8. TO DETERMINE & APPOINT THE NUMBER OF TRUSTEES FOR THE ENSUING YEAR Two Founder Member Trustees and three Ordinary Trustee Members presided on the Board. In terms

of the Club Constitution and Rules one or more Ordinary Trustee Member could be appointed to the Board of Trustees who retire each year but are available for re-election.

Nominations for the appointment of Mr AN Ridl and Mr S J Lamont as Founder Trustee Members were

received and Ordinary Trustee Members nominations were received for C A Wright, H M Adams and K Mokoape. No other nominations were received.

The Ordinary Trustee Members elected unanimously are: C A Wright (Ordinary Trustee) H M Adams (Ordinary Trustee) K Mokoape (Ordinary Trustee) The Chairman encouraged Members to complete Trustee nominations forms and any new Trustees

elected would be very welcome to the Board. 9. TRUSTEES REMUNERATION Currently the Trustee’s remuneration is R5,645.00 per meeting. The Chairman stated that as the Club

was small, only two to three (if necessary) meetings per year had been held. It was decided to increase the meeting fees by 6.5%.

The 2018 Trustee’s Remuneration was UNANIMOUSLY APPROVED.

10. GENERAL

- A Member asked for an explanation as to the benefits of being a PPR Member. Mr Lamont said that there were two main fundamental benefits being firstly, the Club is a niche Club and there is a small team who take personal care of each Member with dedicated agents.

- Secondly, the accommodation that is provided surpasses that of the other Clubs. Gold Crown Resorts are targeted. Specific units at Resorts are top end and only for the exclusive use of PPR Members. In particular he mentioned Qwantani, Knysna River Club, the penthouse at the Palace, Breakers and Whispering Waters including other Gold Crown weeks.

- More information in regards Open Days was requested. Mr Lamont stated the open days for

booking were February and October and the open days were much earlier than the other Clubs. PPR stock is ring-fenced for at least 6 – 8 months and only available to other Clubs right at the end if not booked. A Member complained that he had attempted to get accommodation using the ’53 week window’ period and still could not get the accommodation he had requested. Mr Lamont replied that Members must bear in mind that the PPR might not own all the weeks at a particular Resort and that the particular week the Member requested was unavailable. In this case the Club would then try its best to swap another week for the week the Member particularly wanted at another Resort of equal grading. The Chairman suggested that perhaps PPR should be open for 54 weeks and this option would be investigated. The Chairman added that, as peak weeks, for example Easter, are always difficult to obtain, the team would go out of their way to assist in finding suitable accommodation for that

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period at another Resort. He stated that Southern Sun was a trading partner which means there would be strong bargaining power when exchanging weeks when, and if, required. The Member enquired whether a full list of the Resorts and weeks available could be made available on the website. Mr Lamont said that there is a list of all the Resorts website and how many weeks are owned in each but not the number of weeks available as weeks could be swapped or obtained at other Resorts. It was requested that Members kindly contact one of the team Members who would go out of their way and to great lengths to obtain suitable accommodation. Peter Snyman and Cecilia Bauer could also be contacted directly.

- A Member enquired if there was any stock at Sun City. The Chairman said that the Club is negotiating with Sun City who will be allowing the Club to buy a 10 year product which would mean 50 weeks in the next five years which can be offered to PPR Members. In 2018 a 10 year PPR product is being launched and Sun City weeks will be offered so that, in turn, the Sun City product would expire simultaneously with the PPR product.

- The Chairman updated the meeting in regards the National Consumer Commission (“NCC”)

matter. Various hearings had been attended by Mr Peter Snyman country wide. Complaints had been analysed and amendments to the Club Constitution were being made. The Chairman, along with the other VOASA Board Members, had endorsed a new Code of Conduct which will be presented to the NCC requesting it to be promulgated. The Chairman said that the Club and timeshare industry as whole were sure that the outcome would be positive.

There being no further business, the Chairman thanked everyone who attended the meeting, and the meeting closed at 13h15.

CONFIRMED THIS ____________ DAY OF ____________________________ 2018. _____________________________________ CHAIRMAN

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PREMIER PRIVATE RESORTS

REPORT OF THE TRUSTEES

The Trustees have pleasure in submitting their report to the members for the year ended 31 December 2017.

1. REVIEW OF ACTIVITIES

Premier Private Resorts continued with its unique policy of sourcing high demand holiday accommodation

throughout Southern Africa for the benefit of its members during the year under review.

This enabled the Club to continue to provide a wide variety of quality holiday accommodation at affordable

prices to members, thereby maintaining its position as the premium vacation club of choice in Southern

Africa.

2. FINANCIAL MANAGEMENT

The fixed assets of Premier Private Resorts comprise of quality holiday accommodation. The Premier

Private Resorts Trustees have maintained the policy of ensuring that no liabilities are secured over these

assets.

The Club’s inventory of holiday property is re-assessed and re-valued each year. The total value of the

Club’s holiday accommodation portfolio was in excess of R830 million at the end of the year.

The Club met all levy obligations for the year under review.

3. OPERATIONAL MANAGEMENT

The Club’s Managing Agent, Club Leisure Management (Pty) Ltd, has continued to protect the interests of

the Club and its members and through its award winning Preferred Services team provided superior service

and delivery of holidays to its members.

4. MEMBERSHIP

The Club had a membership base of 2940 members at the end of the year under review.

5. HOLIDAY PROPERTIES

The Trustees of Premier Private Resorts continued to apply the philosophy of acquiring only premium high

quality holiday properties to meet the demands of Premier Private Resorts’ discerning members. In 2017

the club members had access to over 4,212 weeks in 53 resorts around Southern Africa. In addition

members could utilise their membership to access the phenomenal advantages of being partnered with Club

Leisure Group.

6. TRAVEL AND TOURS

The added value of the additional holiday options offered by the Club through Club Leisure Travel, have

proved once again in 2017 to be very popular with those members looking for an alternative holiday

experience.

The Cruise Program gives members the additional option of being able to access discounted cruises on

nearly all of the world’s major cruise liners.

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7. HOLIDAY BOOKINGS

During the year under review the Preferred Services team again exceeded its fulfillment objectives by

delivering and confirming 8773 holiday bookings to satisfied members. This equates to just over 3.20

bookings per active member of the club. The emphasis is always on providing the members with holidays

and whilst it is not always possible to satisfy every members first request, the Club definitely continues to

deliver quality holidays at affordable prices.

8. CLUB LEISURE GROUP

The Club Leisure Group manages 13 vacation clubs around the world and services the holiday needs of

over 200 000 individuals.

Reciprocal agreements with the various clubs within the Club Leisure Group portfolio provide Premier

Private Resorts members with access to a large pool of holiday inventory including access to more than

3,500 affiliated resorts around the world.

Reciprocal exchange agreements have also been entered into with several large international resort groups,

holiday clubs and exchange organizations providing Premier Private Resorts members access to a further

selection of international holiday options. The Club Leisure Group’s access to international destinations is

providing Premier Private Resorts members with more holiday options than any other vacation ownership

system anywhere in the world.

In order to protect their interests Premier Private Resorts’ members are provided preferential access to the

holiday properties within Premier Private Resorts’ portfolio of quality high demand holiday properties.

9. TRUSTEES

Your Trustees are committed to continue with the policy of sourcing only high demand holiday properties

at quality resorts thereby enabling the Club to deliver a wide variety of holiday accommodation to all its

members.

The wealth of your Trustees experience, in the leisure industry, continues to grow as they actively serve as

Directors/Trustees on the Boards of many timeshare resorts and holiday clubs.

The following acted as Trustees during the year under review:

S J Lamont

A N Ridl

C A Wright

H M Adams

K Mokoape

SJ LAMONT

CHAIRMAN

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NOMINATION FORM

I/We, ________________________________________ Membership No: ________________

Duly authorised thereto as a member of PREMIER PRIVATE RESORTS, hereby nominate the following

person/s as Trustee/s at the Annual General Meeting of the Club. Their signature/s signify acceptance of the

nomination/s.

NAMES OF PROPOSED TRUSTEE/S & SIGNATURE/S OF NOMINEE/S

Nomination Accepted

1. ____________________________ ______________________

2. ____________________________ ______________________

3. ____________________________ ______________________

MEMBER'S SIGNATURE _____________________________________

Signed at ___________________________ on this _____ day of _____________________ 2018.

N.B.

1. This form must be in the hands of the Managing Agents at least 48 hours before the Annual General

Meeting, i.e. 03 September 2018.

2. No nomination is valid unless signed by the nominee/s.

3. The present Trustees term of office expires with the Annual General Meeting, which makes it

essential that you nominate at least 3 people.

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PROXY

I / We ________________________________________________ Membership No: ___________________

Being a member of PREMIER PRIVATE RESORTS and entitled to vote do hereby appoint:

Name___________________________________________Membership No: _________________________

or failing him / her, the Chairman of the Meeting as my / our duly authorised representative to vote on my /

our behalf at the Annual General Meeting of the Club to be held on 05 September 2018.

Signed by me / us on this ________ day of ______________________ 2018.

SIGNATURE/S _________________________________________________

NOTES:

This Proxy Form must be signed, dated and returned to:

Club Leisure Management (Pty) Ltd

P.O Box 1583

PINETOWN

3600

OR

Fax no: 031 701 9972

Not later than 03 September 2018.

If married in Community of Property then signature by both spouses is required unless proof of the contrary

disposing of the requirement is lodged.

A member entitled to attend the above Annual General Meeting and exercise their vote, has the right to

authorise someone to attend the meeting and vote on their behalf.

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