cabana beach afs - suntimeshare.co.za · 1 cabana beach share block limited chairman’s annual...

Registration No. 1965/004874/06

Annual Reportfor the year ended 31 December 2015

Cabana BeachShare Block Limited

Cabana Beach Share Block LimitedAnnual Financial Statementsfor the year ended 31 December 2015

COMPANY INFORMATION

Registration number: 1965/004874/06Registered address: Palazzo Towers East Montecasino Boulevard Fourways 2055Postal address: Private Bag X200 Bryanston 2021

CONTENTS PAGES

Chairman’s Annual Review 1 – 3

Directors Report to the Shareholders 4

Explanatory Memorandum 5

Notice of Meeting 6

Proxy Form 7

• Statement of Directors’ Responsibility 8

• Declaration by the Company Secretary 8

• Report of the Audit Committee 9

• Report of the Directors 10 - 11

• Report of the Independent Auditors 12

• Statement of Comprehensive Income 13

• Statement of Financial Position 14

• Statement of Changes in Equity 14

• Statement of Cash Flows 15

• Notes to the Annual Financial Statements 16 - 22

The following supplementary information does not form part of the annualfinancial statements and is unaudited:

• Detailed Levy Fund Operating Statement 23 - 25

Minutes of the Previous Annual General Meeting 26 - 31

The annual financial statements have been audited as required by section 30(2)(b)(1) of the Companies Act of South Africa. Warren Whiteboy CA(SA), in his capacity as Financial Manager of Cabana Beach Share Block Limited, supervised the preparation of the annual financial statements.

1

Cabana Beach Share Block LimitedChairman’s Annual Review for the Year Ended 31 December 2015

It is my pleasure to report to you, my fellow shareholders, on the Resort

improvements, planning, new developments and financial

performance during the past year. The overall electronic guest score

for the year was 90% - an admirable achievement and I must

congratulate Ron, our General Manager and his team. This type of

result only comes from each member of the team, committed to

being and doing their best day in and day out. With this type of

excellence it is no wonder that Cabana Beach was rated 3rd Best

Property in Durban above even the Beverly Hills. The Resort was also

the only Southern Sun property nominated for the International

Responsible Tourism award and although not winning, being

shortlisted was testament to the great effort made by Ron and

his team. Trip Advisor rated Cabana Beach 3rd best family

accommodation in uMhlanga. Cabana Beach Resort remains

rated as Select Status by Interval International at the same time

maintaining Gold Crown Status with RCI.

Occupancy

Occupancy for the year tracked at an average of 93% an increase

of 3% on last year. The increase in occupancy is partly due to

Cabana Beach Resort assisting with rooms during the uMhlanga

Sands bathroom refurburbishment. The first and fourth quarters both

recorded a phenomenal occupancy of approximately 96%. During

the year room rate averaged between R1,316 and R1,500 per night

and rental pool dividends mostly covered the levy.

Financial Results for the Year Ended 31 December 2015

I refer Shareholders to the statement of comprehensive income set

out on page 13 which reflects the income and expenditure of the

Company in a summarised format. The traditional detailed levy fund

operating statement is set out on pages 23 to 25 and is presented

as supplementary information to Shareholders. I will however refer

to the detailed levy fund operating statement when commenting

on the financial results for the year.

The statement of comprehensive income for the year ended

31 December 2015 reflects total income of R59.809m (2014: R55.821m)

including finance income and total expenditure of R42.660m (2014:

R40.071m). The levy surplus for the year after taxation was R16.054m

(2014: R14.847m) which was transferred to the reserve for property,

plant and equipment. The reserve total now stands at R13.732m (2014:

R6.613m). A more detailed review of the income and expenditure

variances follows:

Income

Total other income for the year included the sale of capital assets,

the unclaimed surplus on the sale of repossessed units as well as

rental revenue. Rental Pool and short term income reflected a

decrease for the year. This was not only due to the economic decline

resulting in decreased demand for rooms, but an increase of owner

occupancy. Interest income was favourable to budget due to

additional funds being invested at better rates. This was achievable

due to the delay in capital purchases.

Expenditure

Total Expenditure for the year increased by 6% and was well within

the budgeted expenditure.

Rooms Expenditure

Rooms’ expenditure increased by 7% and was favourable to budget.

Administration and General

Expenditure remained even year-on-year and reflected a positive

variance to budget.

Electricity, Water and Refuse

Electricity, Water and Refuse expenses recorded a 16% increase

year-on-year. Saving to budget was achieved.

Repairs and Maintenance

Repairs and maintenance increased by 8% year-on-year and was

within the budgeted expenditure.

Capital charges

Capital charges reflected a 3% increase year on year. Savings to

budget was achieved in company cost. This was due to the electronic

mailing of the annual reports.

Management Fee

The Management fee increased in terms of the Management

Agreement.

Statement of the Financial Position

The statement of financial position (balance sheet) which is detailed

on page 14, together with the related notes thereto reflects the

financial position of Cabana Beach Share Block Limited. The reserve

for property, plant and equipment increased to R13.732m (2014:

R6.613m), while cash and cash equivalents increased to R37.281m

(2014: R30.023m). Levies receivable decreased to R389k (2014:

R1.246m), whilst levies received in advance increased to R17.857m

(2014: R15.874m). Once again I must thank all of our owners who pay

their levy obligations timeously. This makes it possible for funds to be

invested at increasingly more favourable rates, thus benefitting all

Shareholders.

Capital Expenditure

Capital expenditure during 2015 decreased to R8.934m from that of

R10.437m in 2014.

The following major capital expenditure was incurred during the

year:

Rooms R

Kitchen cupboards 927 195

Fridges 247 841

Televisions 163 601

Public Areas

Trailer park conversion 863 301

Gym equipment 222 270

Back of House

Merlin Front Office 496 716

Gardens and Grounds

Pool loungers 100 567

Plant and Machinery

Heat pumps 644 424

Pipe replacement in garage 334 690

Cooling towers 402 912

Building

Demolition Staff Quarters 1 338m

2


2017 Levy Budget

The 2017 annual levy budget increase will be approved by the

Directors at the August 2016 Board meeting which takes place after

the Notice of the Annual General Meeting of the Shareholders and

Annual Report have been delivered. This being the case, notification

of the 2017 levy amounts will be advised under separate notice. It is

anticipated that an increase close to CPI will be considered. As is

their duty, the Directors will ensure all line items are scrutinised with

prudent planning and timing of implementation of projects chosen

in order for the increase to be realistic and enable the Company to

increase the Reserve Account sufficiently to undertake future projects.

Resort Update

As listed amongst the larger expenditure items earlier in this report,

the demolition of the old staff quarters was an enormous project but

absolutely necessary. No longer serving the purpose for which it was

built the building had become a liability and needed to be

demolished in order to re-purpose the area. Once the building was

demolished and the area cleared, levelled and repainted, the much

needed safe space for parking trailers and extra parking bays was

completed. This really helped especially in season, where often the

demand far exceeds the available space. With the new space

completed for the trailers, the courtyard area project could be started.

An enclosed multipurpose court was erected with careful attention

to drainage, should it rain as well as lighting for evening games. Ever

conscious of environmental protection and savings, a conscious

effort was made to direct rain water to a catchment area and used

again. With the completion of the court, the remaining area was

systematically transformed into a great looking and delightful family

area with built in steel braai facilities, benches, tables, artificial lawn

and planter boxes creating a new space for families to get together

and enjoy themselves while in an enclosed safe space. A glass

entrance door from reception was installed to make easy access

from within the Resort. This new dimension to the Resort offerings has

proved very popular and there exists also the option of renting the

space to the community in and around uMhlanga, for special

functions, which could benefit the sundry income account.

With the Pearls development, Cabana Beach Resort was

approached by the developers requesting Cabana Beach

Management to consider building a separate entrance to the Resort

so as to avoid disturbance to the residents of Pearls. The entrance

would however continue to be used by any large utility service trucks

and if need be, any emergency vehicles. Cabana Beach sought

proposals of how to alter the entrance and after much discussion

as to which plan would be in the best interest of Cabana Beach

Shareholders, agreed to alter the entrance to Cabana Beach to run

parallel to the existing exit. After discussion and negotiation, Pearls

agreed to fund the cost of this project pushing the bank back,

widening the existing parking area in order to create a loop drive

for vehicles to enter and exit. This proposal was eventually approved

by the Municipality and expected to be completed by the end of

2016. Consideration needed to be taken to preserve the gardens as

much as possible as well as retain the forest like park which is a great

natural recreation space. The construction of the proposed new

Ocean uMhlanga development opposite the Pearls was expected

to begin in 2016.

Leases for Sunsations, Sweets from Heaven, Maritimos and the

Entertainment contract were all successfully renewed. Wimpy deck

was redone with a smooth surface floor which has given the space

a great new look as well as being practically easier to clean. With

the gym roof repaired last year, the gym was refreshed and now

provides a great space in which to exercise. The gamer for a golf

simulator was approved which is an American system permitting a

player to simulate play on any Golf Course in the world while enjoying

a real golfing experience. It also makes it possible for families to

participate in an activity together in an enclosed and safe

environment.

SunSwop

The SunSwop call centre in Cape Town has been operational for a

year and the feedback from members has been very positive. The

Sunswop Member satisfaction survey revealed that most members

are happy with the service they receive from Sunswop, satisfied that

the agents are knowledgeable, can meet their expectations and

that the Resorts chosen to exchange to, are of a good quality. The

overall score for Sunswop was 89.3%, a great score indeed in this

service intensive industry.

We saw an increase in all transaction types during 2015 which has

been very encouraging and we look forward to growing this even

further in the year ahead. The bulk of exchanges done were back

into Southern Sun managed properties (77%), with exchanges into

external Resorts (16%) and to international destinations (7%) making

up the difference. Cabana Beach owners’ deposits increased from

1,787 to 1,997.

Companies Act Requirements

The drafting of the Cabana Beach Share Block Memorandum of

Incorporation (MOI) has been completed and the Draft copy is

posted on the Suntimeshare website for your reference. An

explanation of the reason for the MOI and formalities including the

proxy form, follow this Chairman’s review. At the Annual General

Meeting, or if there is no quorum present, the following week, the

Special Resolutions and Resolutions will be put to those shareholders

present for approval. Once the new MOI has been accepted and

registered with Companies and Intellectual Properties Commission

(CIPC), then Cabana Beach Share Block Limited, will be governed

according to this new MOI and the old Memorandum and Articles

of Association will become redundant. I refer you to the specific

reference on pages 4 and 5 and ask that if you are unable to be

present, to kindly remember to forward the important proxy form.

Vacation Ownership Association of South Africa (VOASA)

It has been a year of transition for VOASA. In line with the Consumer

Protection Act, the Consumer Goods and Services Ombudsman

(CGSO) was set-up which enforces the Consumer Goods and

Services Industry Code of Conduct by receiving and dealing with

consumer goods complaints by a consumer free of charge and

investigating alleged contraventions. This effectively impacted

VOASA which resulted in the outsourcing of the industry’s complaints

handling to the Consumer Goods and Services Ombud, and as a

result thereof, a significant restructuring of VOASA in the year ahead

is anticipated. Peter Pienaar, General Manager of Sunswop,

represented Southern Sun Resorts on the VOASA Board for the year.

3


Social and Ethics Committee

The emphasis of the Resort’s Social and Ethics Committee during the

year was to build on the existing contributions made to the

improvements at Waterloo school. Led by Ron Klambt with the

participation of Deon Viljoen and Ajith Ramsarup, as well as the

Cabana Beach team, the aim is to make a sustainable lasting

difference to those at the Waterloo school as well as the parents and

community as a whole. The reading programme has borne fruit with

students graduating and progressing. There was also participation

in Marine week to further knowledge of this special environment. A

great drive with the team is to be constantly aware of efforts to save

electricity and conserve water – especially during the drought

experienced countrywide this past year. Guided by the Directors

general policy, emphasis has been made on adherence to good

corporate governance, environmental best practice, public and

internal safety matters, consumer relationship, staff training and

development.

National events and remembrances are celebrated at the Resort

which both our timeshare owners as well as the staff, thoroughly

enjoy, such as National Heritage Day, Arbour Day and Mandela Day.

For Mandela Day the elderly at a Tafta Old Age Home were

entertained with games and songs and treats for tea.

During the year, a new initiative was born in our Tsogo Sun Resorts,

namely to contribute seed funding of R100k a year towards one or

more selected community projects. These funds are from Sundry

Revenue only and Cabana Beach have chosen to use R50k for

Waterloo school. It is hoped that these funds can be converted into

materials and equipment to improve facilities at the school and also

to stamp a sense of sustainability and continuity of support.

Ron was re-elected the Chairman of the uMhlanga Urban Precinct

(UIP) and with a focused partnership between UIP and the

Municipality, efforts are made to preserve the environment, keep the

area clean, ensure the promenade is safe and promote the area as

the wonderful holiday destination it truly is. UIP report that there was

a 12% growth of number of visitors year on year.

Cabana Beach Resort is rated a B-BBEE Level 2 contributor by

Empowerdex.

Environmental Programme and Ratings

The Organisational Risk Management System (ORMS) audit scores

maintained a steady level which is a great achievement and most

encouraging to owners and visitors alike in that the team is fully

trained and prepared to respond and manage unusual risk situations.

For the second time in a row, Cabana Beach won the Provincial

Lilizela Tourism award for Self-Catering Accommodation.

Conclusion

I count it a privilege and am most proud to chair the Board of

Cabana Beach Share Block. As a Board we are very conscious of

the need to be frugal yet visionary. Balancing project planning, timing

and cost management we as a Board, aim to create a little

something extra for you to enjoy, as well as hopefully each year

nudge the bar just a little higher. A big thank you and congratulations

to Ron and his team for a job extremely well done in the somewhat

trying economic conditions.

At last year’s AGM, our fellow Director, Brian Stocks retired. Appointed

to the Board in August 1984, Brian has served on the Board for an

incredible 31 years. On behalf of the Board as well as our Cabana

Beach timeshare family, I would like to express my sincere gratitude

to Brian for this outstanding achievement and dedication to his duties

as a Director on our Board. Regarded by many as the South African

father of timeshare, Brian pioneered the concept of timeshare and

over the years has seen it evolve into what it is today. Cabana Beach

has surely reaped the benefits of Brian’s astute decision making,

practical guidance on crucial timing and planning of so many

projects. We thank Brian not only for his dedication to his duty as a

Director but for his vision, knowledge, and experience in contributing

to making Cabana Beach the excellent Resort which it is today. We

wish Brian and his wife Edna, well for the future.

I would like to take this opportunity to express my special thanks to

Deon Viljoen, Director of Operations for Resorts, who will be retiring

in August 2016. Deon has been an invaluable part of Management

who with his ingenuity, well thought out guidance, tact and vision

has guided the Board. Deon’s knowledge and experience has

contributed greatly to the many new projects undertaken over the

years. We express our gratitude to Deon and his wife, Megan and

wish them an exciting new future.

I extend a warm invitation to you to join us at the AGM to be held on

12 September 2016, as we really do welcome your input and

participation. Should the meeting not achieve a quorum the meeting

will take place a week later.

My sincere thanks to my fellow directors for all their support, guidance

and generosity of their time. Their combined knowledge, unique

talents and experience have made possible astute decision making

for the betterment of Cabana Beach. Although currently a little

overshadowed by developments in uMhlanga, the “grande dame”

still holds her own and will continue to welcome and delight with all

our guests already contemplating their return.

Billy Liebenberg

CHAIRMAN

4

Cabana Beach Share Block LimitedRegistration No. 1965/004874/06

Directors Report to the Shareholders

The Company is required, in terms of the Companies Act No.71 of

2008 (“the Act”), to replace its existing Memorandum and Articles of

Association with a Memorandum of Incorporation (“MOI”). To comply

with the Act, it is necessary to call a General Meeting of members

to consider and if thought fit, to approve, with or without amendment,

special and ordinary resolutions of the Company as approved and

recommended by the Directors. We have combined this with our

AGM this year. These resolutions comply with the relevant requirements

and provisions of the Share Blocks Control Act, 1980 and the Property

Time-Sharing Control Act, 1983 which continue to govern the

Company. The Notice of the Annual General Meeting includes

amongst other Agenda items the motions to approve the special

and ordinary resolutions required to adopt the proposed MOI. The

proposed MOI available online at www.suntimeshare.co.za or from

the Resorts Company Secretary at Umhlanga Sands Resort,

Umhlanga.

Kindly read this document carefully, particularly the terms and effect

of the special and ordinary resolutions to be considered for approval

by members at the Annual General Meeting.

Special Resolution Number 1:

The first special resolution is to convert the Company from a public

company to a private company.


The second special resolution is to change the name of the company

to reflect the change of designation to a private company.


The third special resolution is to replace the existing Memorandum

and Articles of Association in its entirety with a MOI so as to comply

with the provisions of the Act in this regard.

Ordinary Resolution:

Once the special resolutions have been approved and passed by

members, an ordinary resolution is required to be approved

authorising the Directors and Company Secretary to complete all

and any documentation required for the filing and registration of the

special and ordinary resolutions together with the MOI and annexures

thereto with the Companies and Intellectual Property Commission

(CIPC).

Members who are unable to attend the AGM are urged to complete

and return the attached proxy form as soon as possible to the

registered offices of the Company. The quorum required for the

meeting to proceed is three (3) members present holding personally

or by proxy at least twenty-five percent (25%) in aggregate of all the

voting rights that are entitled to be exercised on matters to be

considered at the meeting. For a special resolution to be approved

at least seventy-five percent (75%) of all voting rights present at the

meeting must be in favour of such resolution. In respect of an ordinary

resolution to be approved more than fifty (50%) of the voting rights

present at the meeting must be in favour of the resolution.

In the event of a quorum not being present, within one hour of the

appointed time for the meeting to begin, the meeting is automatically

adjourned for one week at the same time and venue. At the

adjourned meeting, members present in person or by proxy will be

deemed to constitute a quorum.

A member entitled to attend and vote is entitled to appoint a proxy

to attend, vote and speak in his stead and such proxy need not also

be a member of the Company.

Members are reminded that Proxy forms must reach the registered

offices of the Company for the attention of the Company Secretary

by no later than 11h00 on Wednesday 7 September 2016.

By order of the Board

Southern Sun Secretarial Services Proprietary Limited

Secretaries

4 August 2016

5

Cabana Beach Share Block LimitedRegistration No. 1965/004874/06

EXPLANATORY MEMORANDUM

Special Resolution 1:

“That the Company be and is hereby converted from a for profit

public company to a for profit private company”

Reasons for and effects.

Until 30 April 2011, the Memorandum and Articles of Association of

your Company applied to the governance of the Company.

Companies that had not adopted a Memorandum of Incorporation

(MOI) as at that date were compelled to apply the provisions of the

Companies Act, 71 of 2008, contained in the standard MOI to all

matters of governance particularly the interests of members at general

and annual general meetings of the Company.

The Companies Act No.71 of 2008 on 1 May 2011, Section 8(1) no

longer distinguishes public from private companies based on the

number of members but rather provides for two forms of incorporated

companies ie, for profit companies which can be public or private

companies and not for profit companies. Your directors have agreed

to recommend that the Company convert to a for profit private

company after considering advice from attorneys and the MOI

sub-committee of the Vacation Ownership Association of South Africa

(Voasa), The Voasa sub-committee has met on a regular basis

over the last three years examining the impact of the 2008 Companies

Act on timeshare companies as well as arranging meetings with

senior officials of the Companies and Intellectual Property

Commission and we thank the members of the sub-committee for

their valuable contribution in this challenging matter.

Cabana Beach Share Block was classified as a public company in

terms of the 1973 Companies Act because we had more than 50

members but that distinction is no longer relevant. The 2008

Companies Act requires a private company to prohibit the offering

of any of its shares to the public and to restrict the transferability of

its shares in the MOI. This restriction is however excluded by the

application of Section 3(2) and Section 11 of the Share Blocks Control

Act which provisions apply to Cabana Beach Share Block. The 2008

Companies Act imposes more stringent regulatory requirements on

public companies than did the 1973 Act and which are more

appropriate for compliance by stock exchange listed companies

rather than unlisted timeshare companies. However, Cabana Beach

Share Block will continue to report comprehensively to members in

terms of the International Financial Reporting Standard for Small and

Medium Sized Entities, the requirements of the 2008 Companies Act,

the Share Blocks Control Act and the Property Time-Sharing

Control Act.

The effects of converting from a public company to private company

will be not be noticeable to members but will relieve in the

administration of the Company. The Company will, however, continue

to have its financial records audited as this is a requirement of the

Share Blocks Control Act and the Companies Act.


“That the name of the Company be and is hereby changed from

Cabana Beach Share Block Limited to Cabana Beach Share Block

Proprietary Limited.”

The reason for the change of name of the Company is to reflect that

the Company is now a private company.

The effect of the name change is to comply with the 2008 Companies

Act that a private company must include the word “Proprietary “in

its name.


“That the Company’s existing Memorandum and Articles of

Association be and are hereby substituted by a Memorandum of

Incorporation, in terms of the Companies Act 71 of 2008, as tabled

and approved at the meeting, and which MOI has been signed by

the Chairman of the meeting for the purpose of identification”.

The reason for the cancellation of the existing Memorandum and

Articles of Association is to comply with the requirements of the 2008

Companies Act.

The effect of the adopting a MOI will be to align the MOI more closely

with the 2008 Companies Act such as the interests of members at

general and annual general meetings, meeting quorums, voting

requirements to approve ordinary and special resolutions

Ordinary Resolution:

“That any one Director or the Company Secretary be and they are

hereby authorised to sign all and any documentation required and

to take such actions necessary to give effect to the special resolutions

approved by the members at the meeting.”

The reason for this resolution is to allow the directors to implement

the decisions of the members who have approved the special

resolutions.

The effect of the resolution is that the all the administrative procedures

that are required by the Companies and Intellectual Property

Commission for filing and registration in the official company records

of the changes approved by the special resolutions have been

approved by members.

6

Cabana Beach Share Block Limited Registered Office Private Bag X200Registration Number: 1965/004874/06 Palazzo Towers East Bryanston, 2021(“the Company”) Montecasino Boulevard Telephone: (031) 561 2204 Fourways, 2055 Facsimile: (031) 561 7334 Email: [email protected] Notice of Meeting

Notice is hereby given that the Annual General Meeting of the Shareholders of the Company will be held at on Monday, 12 September 2016 at 11h00 at Cabana Beach Resort, 10 Lagoon Drive, uMhlanga, for the following purposes:

Note: Should the Meeting not achieve the adequate quorum the Annual General Meeting will be postponed and held again on Monday 19 September 2016 at 11h00 at the same venue.

Agenda

1. Constitution of the Meeting, Welcome and Apologies.2. To confirm that a quorum is present for the passing of Ordinary and Special Resolutions.3. 3.1 To adopt the Minutes of the Annual General Meeting held on 15 September 2015. 3.2 To note the Minutes of the Informal 24th Annual General Meeting held on 15 September 2015 in order, 3.3 To adopt the Minutes of the Postponed Annual General Meeting held on 22 September 2015.4. Matters Arising from the Minutes of the previous Annual General Meeting.5. Resolution 1: To receive, consider and adopt the report of the Directors, the report of the Audit Committee and the Annual Financial Statements for the year ended 31 December 2015.6. Resolution 2: To re-appoint PricewaterhouseCoopers Inc. as the auditors to the Company.7. Resolution 3: To elect Directors (representing the Timesharers) to the Board for the ensuing year. The following Directors retire at the Annual General Meeting, but being eligible, are available for re-election.

• William Liebenberg • Weston Dickson • Michael McKenzie • Robert More • Ajith Ramsarup • Deon Viljoen • Anthony Ridl

The Board is limited by the Articles of Association to seven Directors in number. It would facilitate secretarial procedures if nominations for the appointment of Directors could be received no later than 11h00 on Wednesday, 7 September 2016 at the registered office of the Company. Nominations must be in writing with the name of the proposer and seconder, the acceptance of such nomination by the nominee, and should be accompanied by the curriculum vitae of such nominee.8. Resolution 4: To appoint three Directors as members of the Audit Committee. The current members are Michael McKenzie, Weston Dickson and Ajith Ramsarup.9. Special and Ordinary Resolutions for consideration and if deemed fit, to approve with or without amendment, each of the following Resolutions: 9.1 Special Resolution 1: Convert the Company from a public company to a private company. 9.2 Special Resolution 2: To change the name of the Company to reflect the change of designation to a private company. 9.3 Special Resolution 3: To replace the existing Memorandum and Articles of Association in its entirety with a Memorandum of Incorporation so as to comply with the provisions of the Act in this regard. 9.4 Ordinary Resolution: Once the special resolutions have been approved and passed by the members, an ordinary resolution is required authorising the Directors and Company Secretary to complete all and any documentation required for the filing and registration of the special and ordinary resolutions together with the Memorandum of Incorporation and annexure hereto with the Companies and Intellectual Property Commission (CIPC).10. To table, for discussion, the insured value of the Property.11. General Managers Report including Report of Social and Ethics Committee.12. GeneralTo transact any other business which ought to be transacted at an Annual General Meeting. Items for discussion under any agenda item should be advised to the Secretaries at the Company’s registered office or email address, for the attention of the Company Secretary no later than 11h00 on Wednesday, 7 September 2016. Please note that such notification must be in writing.

The quorum required for an Annual General Meeting to take place is at least three shareholders present holding at least 25% of all the voting rights, personally or by proxy, that are entitled to be exercised at the meeting. For a resolution to be passed, 50% of the voting rights present at the meeting must be in favour of such resolution. For a special resolution to be passed 75% of the voting rights present at the meeting must be in favour of such resolution.

In the event of a quorum not being present within one hour of the appointed time for the meeting to begin, the meeting is automatically postponed for one week to the same time and venue as this meeting. At the postponed meeting, shareholders present in person or by proxy will be deemed to constitute the required quorum.

The record date for determining shareholders rights is 26 August 2016.

Any member entitled to attend and vote is entitled to appoint a proxy to attend, vote and speak in his/her stead, and such Proxy need not also be a member of the Company. Proxy forms should be forwarded to reach the registered office of the Company by no later than 11h00 on Wednesday, 7 September 2016. A proxy form is enclosed for this purpose.

By order of the BoardSouthern Sun Secretarial Services Proprietary LimitedSecretaries4 August 2016

7

Cabana Beach Share Block Limited Registered Office Private Bag X200

Registration Number: 1965/004874/06 Palazzo Towers East Bryanston, 2021

(“the Company”) Montecasino Boulevard Telephone: (031) 561 2204

Fourways, 2055 Facsimile: (031) 561 7334

Email: [email protected]

Form of Proxy for use by Shareholders at the Annual General Meeting of the Company to be held on Monday, 12 September 2016 at 11h00 at

Cabana Beach Resort, 10 Lagoon Drive, uMhlanga, the proxy given will also stand should the Meeting be postponed to 19 September 2016.

Form of Proxy

I/We …………………………………..................…………………, being the holder/s of .................. ordinary shares in the Company, with right of use of Unit ....................,

week ................., appoint

1. ………………………………………………………………………, or failing him/her,

2. ………………………………………………………………………, or failing him/her,

3. The Chairman of the Annual General Meeting.

As my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company, to be held on the above-mentioned

date and at any adjournment thereof as follows:-

In Favour Of Against Abstain

Resolution 1: Approve Annual Financials

Resolution 2: Re-elect Auditors

Resolution 3: Elect Directors

• W Liebenberg

• W Dickson

• M McKenzie

• R More

• A Ramsarup

• A Ridl

• D Viljoen

Resolution 4: Elect Audit committee

• M McKenzie

• W Dickson

• A Ramsarup

Special Resolution 1: Public to Private Co

Special Resolution 2: Name change Pty

Special Resolution 3: Adopt MOI

Ordinary Resolution: Approve filing

Signed at ……………………………....................................…………. this …………………..................................…… day of …………….......................................…………………. 2016.

Signature ……………………………......................................………. assisted by ………………..……………….....................................…………. (where applicable).

Unless otherwise instructed, specifically as above, the proxy will vote, as he/she thinks fit on all matters.

• Any alteration or correction made to this form of proxy (excluding the deletion of alternatives, and excluding the deletion of

singular/plural alternatives) must be initialled by the signatory/ies. Documentary evidence establishing the authority of a person signing

this form of proxy in a representative capacity (e.g. on behalf of a Company, Close Corporation, Body Corporate or Trust) must be

attached to this form, failing which the proxy will be invalid.

The completion and lodging of this form of proxy will not preclude the relevant shareholder from attending the meeting and speaking and

voting in person thereat, to the exclusion of any proxy appointed in terms thereof, should such shareholder wish to do so.

Any member entitled to attend and vote is entitled to appoint a proxy to attend, vote and speak in his/her stead and such proxy need not also

be a member of the Company. Proxy forms should be forwarded to reach the registered office of the Company, for the attention of the

Company Secretary, by no later than 11h00 on Wednesday, 7 September 2016.

8

The Directors and Management are responsible for the preparation, integrity and fair presentation of the financial statements of Cabana

Beach Share Block Limited. The financial statements presented on pages 13 to 22 have been prepared in accordance with the International

Financial Reporting Standard for Small and Medium Sized Entities and in the manner required by the Companies Act of South Africa.

The Directors and Management are also responsible for maintaining the Company’s systems of internal financial control. These are designed

to provide reasonable, but not absolute, assurance as to the reliability of the financial statements and to adequately safeguard, verify and

maintain accountability of assets, and to prevent and detect misstatement and loss.

Nothing has come to the attention of the Directors to indicate that any material breakdown in the functioning of these controls, procedures

and systems has occurred during the year under review.

The Directors and Management have the responsibility for ensuring that accounting records are kept. The accounting records should disclose

with reasonable accuracy the financial position, financial performance and cash flows of the Company to enable the Directors to ensure that

the financial statements comply with the relevant legislation. The Directors are satisfied that the information contained in the financial statements

fairly presents the results of operations for the year and the financial position of the Company at year-end.

The going concern basis has been adopted in preparing the financial statements. The Directors have no reason to believe that the Company

will not be a going concern in the foreseeable future.

The Company's external auditors, PricewaterhouseCoopers Inc, audited the financial statements and their report is presented on page 12.

Approval of Financial Statements

The financial statements set out on pages 13 to 22 were approved by the Board of Directors on 12 May 2016 and are signed by:

WH Liebenberg MI McKenzie CA(SA)

Chairman Director (Chairman - Audit Committee)

Declaration by the Company Secretary

I hereby confirm, in my capacity as Company Secretary of Cabana Beach Share Block Limited that for the year ended 31 December 2015,

the Company has filed all required returns and notices in terms of the Companies Act, 2008 and that all such returns and notices are to the

best of my knowledge and belief true, correct and up to date.

G Stevenson

For Southern Sun Secretarial Services Proprietary Limited

Cabana Beach Share Block LimitedStatement of Directors’ Responsibility for the Year Ended 31 December 2015

9

The audit committee has pleasure in submitting this report, as required by section 94 of the Companies Act, 2008. The audit committee is an

independent statutory committee appointed by the shareholders.

1. Duties of the audit committee

The audit committee has discharged its duties as follows:

1.1 Reviewed the year-end financial statements, culminating in a recommendation to the board. In the course of its review the committee:

• took appropriate steps to ensure that the financial statements are prepared in accordance with the International Financial Reporting

Standard for Small and Medium-sized Entities and the requirements of the Companies Act of South Africa, as suitably modified for

South African share block companies;

• considered and, when appropriate, made recommendations on internal financial controls;

• dealt with concerns or complaints relating to the following:

• accounting policies;

• the auditing or content of annual financial statements and

• internal financial controls.

1.2 Reviewed the external audit reports on the annual financial statements;

1.3 Reviewed the risk management reports, and, where relevant, made recommendations to the board;

1.4 Considered and discussed the effectiveness of risk management, controls and the governance processes;

1.5 Verified the independence of the external auditors and of any nominee for appointment as the designated auditor;

1.6 Approved the audit fees and engagement terms of the external auditors and

1.7 Determined the nature and extent of allowable non-audit services and approved the contract terms for the provision of non-audit

services by the external auditors;

2. Members of the audit committee

2.1 The members of the audit committee comprise three independent non-executive directors being Michael McKenzie (Chairman), Weston

Dickson and Ajith Ramsarup.

2.2 The audit committee has at all times acted in an independent manner.

3. Frequency of meetings

The audit committee met twice during the financial year under review. Provision is made for additional meetings to be held, when and if

necessary.

4. Attendance

The external auditors, in their capacity as auditors to the company, attended and reported to the meetings of the audit committee. Relevant

senior managers attended the meeting on invitation.

5. Confidential meetings

Audit committee agendas provide for confidential meetings between the committee members and the external auditors.

6. Independence of external auditors

The audit committee has satisfied itself that the external auditor is independent of the company, as set out in S94 (8) of the Companies Act,

2008. Requisite assurance was provided by the auditor that internal governance processes within the audit firm support and demonstrate its

claim to independence.

Michael McKenzie

Chairman

12 May 2016

Cabana Beach Share Block LimitedReport of the Audit Committee for the Year Ended 31 December 2015

10

The Directors present their annual report of the Company for the year ended 31 December 2015.

1 Business Activity

The Company owns the land and buildings known as Cabana Beach Resort which are utilised by the members on a timeshare basis with

respective members' time interest being apportioned through the issue of shares according to share block regulations. These regulations

provide for the following:

1. Shares are issued in predefined blocks which are linked by a use agreement relating to specific units during specific weeks of the year.

2. Linked to the respective share blocks are obligations on the share block owners to make loans to the Company.

3. Obligations on share block owners to contribute levies to enable the Company to defray its expenditure.

2 Financial results

The financial results of the Company are set out in the attached financial statements.

In accordance with the provisions of the Share Blocks Control Act, and in common with other timeshare operations in South Africa, your

Company has, since its inception as a Share Block Company, raised an annual levy making a provision for the maintenance and upkeep of

the property. Asset replacement costs and major repairs to property, plant and equipment have been charged against this amount annually.

Before providing for property, plant and equipment additions and replacements, a surplus of R16,053,868 (2014: R14,847,036) was transferred

to the reserve for property, plant and equipment.

No dividends have been declared during the year and none is recommended (2014: R Nil).

3 Share capital

The authorised and issued share capital has remained unchanged.

4 Insurance

The Resort buildings and their contents are insured at current replacement values under a Multi-Risk Policy. In addition, Sasria (Riot) cover has

been arranged for the sum insured. The Company does not insure personal belongings of the individual timesharers.

The Company does not guarantee the provision of alternative accommodation in the event of a disaster and does not take out insurance

for this.

5 Directors and Secretary

The Directors in office during the year under review and at the date of this report are:

WH Liebenberg Chairman

RW Dickson *

MI McKenzie *

RA More Appointed 22 September 2015

AB Ramsarup *

BM Stocks * Retired 22 September 2015

DP Viljoen

AN Ridl

* Audit Committee Members

Cabana Beach Share Block LimitedReport of the Directors for the Year ended 31 December 2015

11

The Secretary of the Company is Southern Sun Secretarial Services Proprietary Limited, whose business and postal addresses are :

Business: Postal:

Palazzo Towers East Private Bag X200

Montecasino Boulevard Bryanston

Fourways 2021

2055

6 Management

The operations of the Company are managed by Southern Sun Hotel Interests Proprietary Limited.

7 Material events after year end

The Directors are not aware of any matter or circumstance arising since the end of the financial year, not otherwise dealt with in this report

or in the annual financial statements, that would affect the financial position of the Company or the results of its operations significantly.

Cabana Beach Share Block LimitedReport of the Directors for the Year Ended 31 December 2015

12

To the Shareholders of Cabana Beach Share Block Limited

We have audited the financial statements of Cabana Beach Share Block Limited set out on pages 13 to 22, which comprise the statement of

financial position as at 31 December 2015, and the statement of comprehensive income, statement of changes in equity and statement of

cash flows for the year then ended, and the notes, comprising a summary of significant accounting policies and other explanatory information.

Directors’ Responsibility for the Financial Statements

The company’s directors are responsible for the preparation and fair presentation of these financial statements in accordance the International

Financial Reporting Standard for Small and Medium-sized Entities and the requirements of the Companies Act of South Africa, and for such

internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement,

whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with

International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to

obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The

procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial

statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s

preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances,

but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the

appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements present fairly, in all material respects, the financial position of Cabana Beach Share Block Limited as

at 31 December 2015, and its financial performance and its cash flows for the year then ended in accordance with the International Financial

Reporting Standard for Small and Medium-sized Entities and the requirements of the Companies Act of South Africa.

Other reports required by the Companies Act

As part of our audit of the financial statements for the year ended 31 December 2015, we have read the Directors’ Report, the Audit Committee’s

Report and the Company Secretary’s Certificate for the purpose of identifying whether there are material inconsistencies between these

reports and the audited financial statements. These reports are the responsibility of the respective preparers. Based on reading these reports

we have not identified material inconsistencies between these reports and the audited financial statements. However, we have not audited

these reports and accordingly do not express an opinion on these reports.

Other matter

The supplementary information set out on pages 23 to 25 does not form part of the financial statements and is presented as additional

information. We have not audited these schedules and accordingly we do not express an opinion thereon.

PricewaterhouseCoopers Inc.

Director: S Randelhoff

Registered Auditor

Durban

12 May 2016

Cabana Beach Share Block LimitedReport of the Independent Auditors

13

Note 2015 2014

R R

Income 57 385 316 54 531 332

Levy Income - normal 52 639 925 49 452 136

Other Income 4 745 391 5 079 196

Expenses (42 659 635) (40 071 404)

Levy surplus before interest and taxation 3 14 725 681 14 459 928

Net finance income 4 2 423 190 1 289 797

Levy surplus before taxation 17 148 871 15 749 725

Income tax expense 5 (1 095 003) (902 689)

Levy surplus for the year 16 053 868 14 847 036

Cabana Beach Share Block LimitedStatement of Comprehensive Income for the Year Ended 31 December 2015

14

Statement of Changes in Equity for the Year Ended 31 December 2015

Note 2015 2014

R R

ASSETS

Current assets

Trade and other receivables 6 3 609 897 3 083 899

Levies receivable - normal 10 388 497 1 246 429

Levies receivable - special 6 530 221 575

Cash and cash equivalents 37 280 994 30 023 265

Total current assets 41 285 918 34 575 168

Total assets 41 285 918 34 575 168

EQUITY

Capital and reserves

Share capital 9 400 000 400 000

Reserve for property, plant and equipment 7 13 731 934 6 612 609

14 131 934 7 012 609

LIABILITIES

Non-current liabilities

Exchange fee rebate 1 020 219 1 509 924

Total non-current liabilities 1 020 219 1 509 924

Current liabilities

Trade and other payables 8 7 181 687 9 276 180

Levies received in advance 17 857 077 15 873 767

Current tax liabilities 1 095 001 902 688

Total current liabilities 26 133 765 26 052 635

Total liabilities 27 153 984 27 562 559

Total equity and liabilities 41 285 918 34 575 168

Note 2015 2014

R R

Share capital

Ordinary shares at beginning and end of year 9 400 000 400 000

Reserve for property, plant and equipment

At beginning of year 6 612 609 2 202 430


Property, plant and equipment additions and replacements during the year 7 (8 934 543) (10 436 857)

At end of year 13 731 934 6 612 609

Cabana Beach Share Block LimitedStatement of Financial Position as at 31 December 2015

15

2015 2014

R R

Cash flow from operating activities

Levy surplus before taxation 17 148 871 15 749 725

Adjustments for:

Interest received (2 423 190) (1 289 797)

Non cash items

- Movement in exchange fee rebate (489 705) (489 705)

Net surplus before working capital changes 14 235 976 13 970 223

Changes in working capital

- Movement in levies receivable - normal 857 932 359 820

- Movement in levies receivable - special 215 045 1 624 256

- Movement in trade and other receivables (525 998) 5 481 845

- Movement in levies received in advance 1 983 310 3 413 504

- Movement in trade and other payables (2 094 493) (1 432 349)

Cash flows from operating activities 14 671 772 23 417 299

Interest received 2 423 190 1 289 797

Tax paid (902 690) (766 502)

Net cash inflow from operating activities 16 192 272 23 940 594

Cash flow from investing activities

Property, plant and equipment additions and replacements (8 934 543) (10 436 857)

Net cash outflow from investing activities (8 934 543) (10 436 857)

Net movement in cash and cash equivalents 7 257 729 13 503 737

Cash and cash equivalents at beginning of year 30 023 265 16 519 528

Cash and cash equivalents at end of year 37 280 994 30 023 265

Cabana Beach Share Block LimitedStatement of Cash Flows for the Year Ended 31 December 2015

16

1 Accounting policies

The principal accounting policies adopted in the preparation of these financial statements are set out below:

1.1 Basis of preparation

The financial statements have been prepared in accordance with the International Financial Reporting Standard for Small and Medium Sized

Entities (IFRS for SME's) and the Companies Act of South Africa. The annual financial statements have been prepared on the historical cost

basis unless otherwise indicated in the policies set out below.

The accounting policies are consistent with previous periods.

The preparation of financial statements in conformity with IFRS for SME's requires the use of estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported

amounts of revenues and expenses during the reporting period based on management's best knowledge of current events and actions.

Actual results may ultimately differ from these estimates. During the current year, there were no areas involving a high degree of judgement

or complexity, or areas where assumption and estimates are significant to the financial statements.

1.2 Reserve for property, plant and equipment

Normal maintenance expenditure is written off against the statement of comprehensive income.

A reserve for capital expenditure in respect of additions and replacements of property, plant and equipment is provided. This reserve is intended

to provide for the expenditure incurred. Transfers are made to and from this reserve, having regard to surpluses, if any, in the statement of

comprehensive income and to amounts expended in respect of property, plant and equipment. The right of use of all property, plant and

equipment is vested in the shareholders.

All proceeds on the disposals of property, plant and equipment are credited to the statement of comprehensive income.

1.3 Leases

Leases of assets under which substantially all the risks and benefits of ownership are effectively retained by the lessor are classified as operating

leases. Payments made under operating leases are charged to the statement of comprehensive income on a straight-line basis over the

period of the lease.

1.4 Financial instruments

Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision for impairment.

Such provision is established when there is evidence that the Company will not be able to collect the full amount owing. The provision is the

difference between the carrying amount and the recoverable amount, being the present value of expected cash flows, discounted at the

market rate of interest for similar borrowers. Bad debts are written off in the year during which they are identified.

Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost.

Gains and losses on subsequent measurement of financial instruments are reflected in the statement of comprehensive income.

1.5 Cash and cash equivalents

Cash and cash equivalents include deposits held at call with banks. These are reflected in the statement of financial position and statement

of cash flows at cost.

Cabana Beach Share Block LimitedNotes to the Annual Financial Statements for the Year Ended 31 December 2015

17

1.6 Revenue recognition

Revenue is stated exclusive of value-added tax.

Levy revenue is recognised when the right to occupation arises.

Special levy revenue is recognised when raised.

Interest income is recognised as it accrues, taking into account the effective yield on the asset.

Rental income from tenants are disclosed net of the related management fee.

Other sundry revenue is recognised when it is earned.

1.7 Provisions

Provisions are recognised when the Company has a present or constructive obligation as a result of past events, it is probable that an outflow

of resources will be required to settle the obligation, and a reliable estimate of the amount can be established.

The Company recognises a provision for onerous contracts when the expected benefits to be derived from a contract are less than the

unavoidable costs of meeting the obligations under the contract.

1.8 Equity

Ordinary shares are classified as equity.

1.9 Current taxes

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the financial year end date.

Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to

interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authority.


18

1.10 Retirement benefits

The Company operates two defined contribution plans, the assets of which are held in a separate trustee-administered fund. The Company

pays fixed contributions into a separate entity. Contributions are charged to the statement of comprehensive income in the year to which they

relate. The Company has no further payment obligations once the contributions have been paid. The Pension Fund Act of South Africa governs

the defined contribution plans. All permanent employees are required to belong to the defined contribution plans.

2 Financial risk management

Capital Management

All costs associated with the maintenance of the Resort, including the refurbishment of the property and replacements of movable property,

plant and equipment, are financed out of levies from shareholders.

Financial Risk Factors

The financial risks to which the Company is exposed are liquidity, credit and interest rate risk.

Liquidity Risk

In terms of the use agreements associated with the shares of the Company, shareholders are obliged to contribute levies sufficient to cover

the costs of the maintenance, upkeep, control and management of the Resort.

In order to manage the liquidity requirements of the Company, a rolling 10 year capital replacement and refurbishment plan is maintained

and reviewed regularly by the board of directors. This plan provides for the orderly refurbishment of the property and maintenance of sufficient

contingency reserves, based on increases in annual levies.

The financial instruments to which the Company is exposed represent bank balances and accounts receivable and payable in respect of the

operation of the levy fund. Accounts payable are generally settled within 30 days. The carrying values of the financial instruments approximate

fair value.

Credit risk

Credit risk arises from bank balances and amounts due from shareholders. There is no significant concentration of credit risk on amounts due

by shareholders.

The Company invests surplus cash on deposit and on call only with the four largest South African banking institutions.

Credit risk arising from levy amounts due is managed by close monitoring of outstanding balances and prompt repossession of defaulting

units through the exercise of a lien on shares as provided in the Memorandum of Incorporation of the Company.

In terms of the Company's accounting policies, levies receivable are recognised in the statement of financial position only when the right to

occupation arises.

Interest Rate Risk

The Company is exposed to interest rate risk to the extent that interest rates on bank balances with financial institutions may vary. As a matter

of practice, adverse interest rate risk is minimised by conservative budgeting.


19

2015 2014

R R

3 Levy surplus before interest and taxation

The levy surplus before interest and taxation is stated after taking into account the following:

Employee costs

- salaries, wages and benefits 9 526 383 9 149 314

- contributions to retirement funds 786 260 715 763

Management fees 2 834 189 2 672 502

Audit fees 224 564 214 080

Professional fees 49 269 22 600

Other operating expenses 29 238 970 27 297 145

42 659 635 40 071 404

4 Net finance income

Interest income:

Interest earned on fixed deposits, call deposits and current account 2 423 190 1 289 797

Net finance income 2 423 190 1 289 797

5 Income tax expense

Provision is made for Company taxation on the net non-levy income of the levy fund.

No tax is payable on levy income from the owners in terms of S10(1)(e) of the Income Tax act.

Current year 1 095 003 902 689

1 095 003 902 689

A reconciliation of the taxation charge is not considered appropriate as share block companies are liable for taxation only

on their net non-levy income.

6 Trade and other receivables

Trade receivables (Refer Note 12) 443 589 403 835

Other receivables (Refer Note 12) 389 725 364 605

Interest receivable 1 267 062 533 730

Prepayments (Refer Note 12) 1 509 521 1 781 729

3 609 897 3 083 899


20

2015 2014

R R

7 Reserve for property, plant and equipment

At beginning of year 6 612 609 2 202 430


22 666 477 17 049 466

Property, plant and equipment additions and replacements during the year (8 934 543) (10 436 857)

At end of year 13 731 934 6 612 609

The Directors have reviewed a forward estimate, prepared by Management, of the costs of property, plant and equipment

additions and replacements over the next ten years.

The Directors have approved capital expenditure of R14,329,820 for 2016 (2014: budgeted capital expenditure of R13,439,021

for 2015) which it is anticipated will decrease the budgeted reserve fund by R634,320 (2014: decrease the budgeted reserve

fund by R808,210 for 2015). There were no capital commitments made at year end (2014: R nil).

8 Trade and other payables

Trade payables (Refer Note 12) 1 530 515 1 821 633

Other payables

Accruals (Refer Note 12) 3 371 732 5 057 749

Provision for auditors remuneration 220 162 207 760

Receiver of Revenue - Vat 135 783 50 951

Sundry payables (Refer Note 12) 1 433 790 1 648 382

Exchange fee rebate 489 705 489 705

7 181 687 9 276 180

9 Share capital

Authorised and issued

40,000,000 Class “A” ordinary shares of 1 cent each 400 000 400 000

10 Levies receivable - normal

Levy debtors 149 448 1 056 266

Repossessed debtors 308 674 287 868

Provision for repossessed debtors (69 625) (97 705)

- Opening balance (97 705) (211 878)

- Movement 28 080 114 173

388 497 1 246 429


21

2015 2014

R R

11 Property, plant and equipment

The Company complies with the SAICA Guide on Financial Reporting for Share Block Companies with respect to the

treatment of property, plant and equipment. In terms of the SAICA Guide the right of use of property, vested with the

shareholders, has been offset against the loan from shareholders with the balance transferred to the reserve for property

plant and equipment.

Land and buildings comprise the following property:

Lots 623, 637 and 643, Umhlanga Rocks Township, Kwa-Zulu Natal with buildings thereon, known as Cabana Beach Resort.

The Company has granted to the eThekwini Municipality, a beach amenity servitude over the property.

Land and buildings were originally purchased for R7,623,913 and are not recognised. Although the Company has legal title

to the property, it effectively only owns the bare dominium over the property which is considered to be of no value. The

property is currently valued by the Municipality at R250,000,000 for rates purposes. There are no bonds on the property.

12 Related party transactions

The operations of the Company are managed by Southern Sun Hotel Interests Proprietary Limited ("SSHI"). The Company is

charged the following fees in terms of the management agreement:

Short term rental fee 200 130 330 894

Management fee 2 834 189 2 672 502

Levy administration and collection fee 2 299 282 2 168 111

SSHI provides management services in respect of leases of the commercial areas to third party tenants. The fee for this

service is a fixed percentage of gross rentals received by the Company.

Gross rentals received from tenants 1 773 769 1 597 233

Rental retained (532 130) (479 169)

Contractual share paid to SSHI 1 241 638 1 118 064

During the financial year the Company paid membership fees to Sunswop (a division of SSHI), which is affiliated to Interval

International.

Sunswop exchange services 1 621 996 1 786 316

During the financial year the Company paid the following SSHI internal charges:

- Information technology administration charge 48 084 44 692

- Training related charges 58 450 147 411

- Sunrands related charges 700 7 889

Certain costs are incurred by SSHI in terms of contracts negotiated on behalf of members of the Southern Sun group,

including the Company. These costs, which include insurance, certain maintenance and operating lease contracts are

recovered from the Company via a loan account. The balance of the loan account is as follows:

SSHI and its subsidiaries included

- included in Receivables (Refer Note 6) 175 236 176 884

- included in Payables (Refer Note 8) (823 354) (511 656)

(648 118) (334 772)


22

2015 2014

R R

12 Related party transactions (continued)

In addition, Southern Sun Timesharing Resales Proprietary Ltd ("SSTR"), provides a rental service and recovers levies from the

sale and rental of timeshare weeks on behalf of the Company.

Balance owing by SSTR:

- included in Payables (Refer Note 8) - (11 347)

- (11 347)

During the year, the Company concluded bulk deals with various related parties and third parties, selling repossessed units,

in order to reduce the level of repossessed units and to secure future levy collection.

The following club, related through common directorship, purchased repossessed units from the Company as follows:

Number of units Price paid

R

RW Dickson - Dream Vacation Club 7 45 003

The following entities, related through common directorship, own units in the Company as follows:

Number of units Levies paid Levies received

in advance

R R

2015 - shareholding

AB Ramsarup - The Leisure Holiday Club 219 1 067 470 368 760

DP Viljoen - Sunswop (a division of SSHI) 108 499 540 44 580

AN Ridl - Club Leisure Group 676 3 356 670 1 202 660

RW Dickson - Dream Vacation Club 557 2 757 500 682 420

2014 - shareholding

AB Ramsarup - The Leisure Holiday Club 219 1 003 900 271 040

DP Viljoen - Sunswop (a division of SSHI) 108 469 170 42 270

AN Ridl - Club Leisure Group 641 2 905 192 1 323 890

RW Dickson - Dream Vacation Club 523 2 445 710 532 220

13 Directors emoluments

The Directors do not receive any remuneration for their services to the Company. Directors are reimbursed for costs incurred

on the Company’s business, except for Mr Viljoen whose costs are borne by Southern Sun. Further, the Directors are insured

for medical costs and personal accident. The Directors are also covered by insurance taken out by the Company as

indemnification against all liability of any Director towards the Company in respect of any negligence, default, breach of

duty or breach of trust.


23

2015 2014

R R

INCOME

Levies - normal 52 639 925 49 452 136

Rental pool and short term rental 1 156 364 1 514 980

Sale of capital assets 30 408 38 757

Net non-levy income

- parking, telephone, rentals and penalties etc 3 558 619 3 525 459

57 385 316 54 531 332

EXPENDITURE

Rooms Expenses

Guest entertainment 1 244 306 1 145 493

Guest supplies 764 571 655 398

Laundry 2 060 494 1 947 735

M-Net 556 662 517 602

Personnel costs

- outside services 4 285 746 3 860 372


Pest control 27 937 25 189

Plants and decorations 18 200 18 200

Printing and stationery, including reception 185 544 194 491

Replacement of cutlery, crockery, linen, towels, uniforms, etc 940 479 989 204

Security services 1 627 336 1 544 604

17 310 732 16 188 200

Administration and General

Auditors remuneration

- current year 220 102 207 760

- disbursements 4 462 6 320

Bank charges 37 030 31 011

Central accounting and levy administration fees 2 299 282 2 168 111

Credit card commission 236 909 267 787

Data processing 597 994 393 768

Balance carried forward 3 395 779 3 074 757

Cabana Beach Share Block LimitedUnaudited Supplementary Schedules to the Financial StatementsDetailed Levy Fund Operating Statement for the Year Ended 31 December 2015

24

2015 2014

R R

Balance brought forward 3 395 779 3 074 757

Donations - 49 846

Insurance

- premium 238 937 233 605

Legal fees 49 269 22 600

Licences and permits 68 135 73 982

Loss on repossessed debtors 177 245 309 218

Marketing 71 808 42 008

Postage 1 547 1 620

Personnel costs


Provision for repossessed debtors (28 080) (114 173)

Railage, cartage and hire transport 10 869 8 489

Security

- banking services 18 522 19 271

Subscriptions 50 019 71 917

Sunswop exchange service 1 621 996 1 786 316

Telephone 286 837 265 659

Travel

- management and directors 62 437 81 354

Vehicles

- fuel and oil 15 752 19 029

8 430 598 8 362 977

Electricity, Water and Refuse

Electric bulbs 81 250 70 882

Electricity 3 189 642 2 955 340

Generator fuel 36 945 46 874

Refuse 200 901 184 737

Water 1 886 772 1 384 161

5 395 510 4 641 994

Repairs and Maintenance

Airconditioning 69 599 54 569

Buildings 394 074 365 116

Electrical and mechanical 174 440 175 013

Elevators 268 388 254 416

Engineers tools 32 546 13 737

Furniture and fixtures 228 135 96 940

Gardens and grounds 479 077 474 421

Major repairs and maintenance 280 185 221 763

Balance carried forward 1 926 444 1 655 975


25

2015 2014

R R

Balance brought forward 1 926 444 1 655 975

Office machines

- maintenance contracts 30 693 40 574

Painting and redecorating 119 826 136 054

Personnel costs


Plumbing and heating 100 499 137 331

Radio and TV 5 580 18 711

Room care 459 887 477 762

Swimming pool cleaning and repairs 43 648 37 175

Switchboard 60 849 37 357

Vincard 46 823 26 761

5 117 909 4 725 386

Capital Charges

Annual report and statutory costs (53 747) 171 143

Municipal rates and sewerage 3 624 444 3 309 202

3 570 697 3 480 345

Management Fee 2 834 189 2 672 502

Total Expenditure 42 659 635 40 071 404

Excess of income over expenditure before finance cost and taxation 14 725 681 14 459 928

Net finance income

Interest income 2 423 190 1 289 797

Excess of income over expenditure before taxation 17 148 871 15 749 725

Taxation

- current 1 095 003 902 689

Excess of income over expenditure after taxation for the year transferred

to reserve for property, plant and equipment 16 053 868 14 847 036


26

DRAFT Minutes of the Annual General Meeting of Shareholders for the Year Ended 31 December 2014 held on Tuesday, 15 September 2015,

at 11h08, in The Lounge at Cabana Beach Resort, uMhlanga Rocks

1. CONSTITUTION OF THE MEETING, WELCOME AND APOLOGIES

The Chairman, William Liebenberg, welcomed all to the Annual General Meeting (AGM) of the Company. He requested that all Shareholders

present please sign the attendance register to record their attendance.

The Chairman advised that although the Notice of Meeting had been properly given, the necessary quorum in terms of the Companies

Act, was not present and he was unable to declare the Meeting duly constituted. There were sufficient Shareholders present but not the

minimum shareholding voting requirement of 25% of all voting rights entitled to be exercised at this Meeting.

Consequently, this Meeting was automatically postponed for one week from today to Tuesday, 22 September 2015 to take place in the

same venue and at the same time, when Shareholders attending that Meeting, shall be deemed to constitute the required quorum.

2. CLOSURE

The Chairman thanked all for their attendance and declared at 11h10 the Meeting duly postponed for one week.

Read and confirmed this _____________ day of ________________________________ 2016.

____________________

CHAIRMAN

Cabana Beach Share Block Limited

27

DRAFT Minutes of an Informal Meeting of Shareholders held on Tuesday, 15 September 2015, at 11h10, in The Lounge, at Cabana Beach Resort, uMhlanga Rocks, following the postponement of the Annual General Meeting for the Year Ended 31 December 2014

CONSTITUTION OF THE MEETING, WELCOME AND APOLOGIES The Chairman, William Liebenberg, proposed and it was agreed that this Meeting continue on an informal basis and that the Meeting follow the Annual General Meeting (AGM) Agenda. It was further agreed to strongly recommend to attendees at the postponed AGM, a week from today, on 22 September 2015, to approve all decisions taken at this Meeting.

Directors and Members of the Management Team present included: D Viljoen - Director and Director of Operations, Southern Sun Resorts A Ramsarup - Director A Ridl - Director B Stocks - Director M McKenzie - Director R Klämbt - General Manager of Cabana Beach Resort W Whiteboy - Financial Manager of Southern Sun Resorts P Pienaar - General Manager of SunSwop M De Paiva - Financial Controller - Levies Southern Sun Resorts G Stevenson - Company Secretary of Southern Sun Resorts L Sutton - Secretary to the Company Secretary Apologies were recorded from W Dickson who was unable to attend this Meeting.

1. MINUTES OF THE PREVIOUS ANNUAL GENERAL MEETING The first item on the Agenda was the adoption of the Minutes of the previous AGM for the year ended 31 December 2013. The Minutes of the previous AGM held on 23 September 2014, as well as the postponed AGM, held on 30 September 2014, were tabled for adoption. The Chairman called for any comments, queries or objections to the previous year’s sets of Minutes. No comments or objections were raised. The Chairman recommended that Shareholders present at the postponed AGM Meeting, on 22 September 2015, ratify the contents of the Minutes and confirm adoption of the sets of Minutes.

2. ANNUAL FINANCIAL STATEMENTS The Chairman noted that the next item on the Agenda was Resolution one, being to receive, consider and adopt the Annual Financial Statements and Reports of the Directors and Auditors, for the year ended 31 December 2014. The Chairman stated that the Annual Report fully covered the activities of the Company for the period under review and enquired whether there were any comments or objections from the floor. None were recorded and it was resolved that the Annual Financial Statements for the year ended 31 December 2014 be proposed, seconded and adopted at the postponed Annual General Meeting.

3. RE-APPOINTMENT OF AUDITORS The next item on the Agenda was Resolution two, being to re-appoint PricewaterhouseCoopers Incorporated as the Auditors of the Company. The Chairman proposed the re-appointment of PricewaterhouseCoopers Incorporated. No comments or objections were raised. The re-appointment of PricewaterhouseCoopers Incorporated as Auditors for the ensuing year would be proposed and approved at the Postponed Annual General Meeting to be held the following week.

4. ELECTION OF DIRECTORS The next item on the Agenda was Resolution three, being to elect Directors to the Board for the ensuing year. The Chairman noted that all Directors retired at this AGM and that all Directors had indicated that they were eligible and available for re-election. This included William Liebenberg, Michael McKenzie, Brian Stocks, Anthony Ridl, Ajith Ramsarup, Deon Viljoen and Weston Dickson, who was unable to be present today. The Chairman noted that two candidates, interested in becoming a Director, had approached the Board with a view to their nomination being considered. The keen Shareholders were Roy Fritz and Robert More. Voting may not be done at this Meeting due to no quorum being present and the Chairman proposed that the separate appointment motions for each proposed Director be deferred until the postponed Meeting to be held a week later. No objections were received.

5. APPOINTMENT OF AUDIT COMMITTEE The Chairman noted that the next item on the Agenda was Resolution four, being to appoint three Directors as Members of the Audit Committee. The Chairman stated that the Audit Committee Members would be appointed the following week at the postponed Annual General Meeting, once Shareholders had appointed Directors to the Board.

Shareholder, Dr Hilary, noted that he and his wife would be leaving the Resort before the 22 September 2015 and would be unable to attend the postponed Annual General Meeting. He enquired whether he may vote prior to the Meeting to cast his vote on Directorship. The Chairman replied that Shareholders present today may complete a poll form and hand it back to the Company Secretary to record each vote at the postponed Meeting the following week. The Chairman advised that nine nominees would be listed for Shareholders to choose from on the poll form however the vacancy was for only seven Directors and he requested that only seven candidates be chosen. The Company Secretary handed out the updated poll form for completion.


28

Shareholder, Mr Bekker, enquired if a quorum would ever be present for a Meeting to officially take place. Mr Viljoen replied that this should be the last year that an Annual General Meeting would need to be postponed due to no quorum being present. The new Companies Act dictated that the quorum required to be hold a Meeting and approve decisions was 25% of all Shareholder voting shares, which had never before been achieved at an Annual General Meeting. The Share Block’s Memorandum of Incorporation was being amended to reduce the quorum requirement to 5% to be more attainable and once approved, the requirements would not be deferred to the stipulations of the Companies Act. 23% In proxies was achieved today however it was still not sufficient. The new Memorandum of Incorporation was planned to be approved early in 2016 to supersede the Companies Act and the Share Block would no longer need to postpone the Annual General Meeting. Mr Viljoen advised that the Memorandum of Incorporation replaced the old Articles of Association of the Company.

6. REPORT OF THE SOCIAL AND ETHICS COMMITTEE The Chairman noted that the Social and Ethics Committee oversaw all the activities of the Resort that did not have a direct bearing on finance. The Chairman called on the General Manager, Mr Klämbt, to make his presentation.

Mr Klämbt thanked the Shareholders present for attending the Meeting. The function of the Committee was to monitor the Company’s activities in respect of social and economic development, environmental, health and public safety, good corporate citizenship, consumer relationships as well as labour and employment relationships.

Cabana Beach Resort was involved in supporting pupils at the previously disadvantaged Waterloo Primary and High School, through a reading skill programme whereby the reading skills of the children had shown unbelievable improvement. Another project this year had raised funds to install a kitchen and initiate a feeding programme at the School. The reading scheme assisted pupils with English reading as they often came from families where English was not a home language. The Resort worked together with a Cape Town based organisation called We Shine which provided volunteers, along with Resort staff, to read to and with the children. The scheme was very successful and very worthwhile.

The Resort assisted the uMhlanga Urban Improvement Precinct (UIP), which had a purpose to improve the general environmental and quality of life in the area, create an environment to support vibrant businesses as well as secure property value and build investor confidence in the uMhlanga area. The UIP worked together with the Municipality to increase and improve on the services of the Municipality such as cleaning, greening and safety for better public open area space at a desired level. The Resort also supported a feral cat feeding scheme and in particular six cats. The cats were spayed, well looked after, groomed and fed every day. This was to better the environment by keeping the cats hygienic and healthy. Mr Viljoen reported that with the Resort involving itself in the Waterloo School kitchen and feeding programme, it had unlocked a further R500k of sponsorship from other organisations which included a breakfast each day, for 1,200 pupils. Mr Viljoen noted that Mr Klämbt had been Chairman of the UIP for many years which was not an easy task and he complimented Mr Klämbt on his efforts in negotiating with all the interested parties on the Board as well as getting the City Council to participate in the vision of the UIP for the betterment of the community. The UIP was also involved and assisted with a unique identity and brand essence for uMhlanga Rocks to identify all the great things that was happening in uMhlanga Rocks. Mr Klämbt thanked Mr Viljoen.

The Resort took part in Mandela Day where staff used the opportunity to visit and entertain the residents of an Old Age Home with songs, dancing and delicious desserts.

Cabana Beach Resort was associated with Green Planet, an organisation which promoted environmental best practice. The Resort always tried to involve guests, especially children where possible. The Resort had achieved 99% for the internal Organisational Resilience Management Standards (ORMS) programme which was an extensive audit process, reviewing various processes and procedures in place which was to ensure that the property continued to operate in the event of a flood, fire, power failure, strike and so on. Mr Klämbt advised that ORMS monitored environmental aspects such as planting trees, looking after gardens, planting indigenous plants, recycling items satisfactorily and not being toxic to the environment. Mr Klämbt thanked his management team for the excellent annual audit results. Green Planet calculated the savings generated from recycling. Through waste reduction and recycling initiatives, the Resort had saved equivalent to 96 trees, 147,569 litres of water, 27,820m3 of CO2, 223,469 KW hours of energy and 776m3 of waste was diverted from a landfill by recycling glass and paper items. The saving of water was a staggering amount given that the North Coast of KwaZulu Natal was suffering from extreme water shortage.

Guests having stayed at the Resort were sent a questionnaire via email and requested to rate their experience at the Resort. The Resort consistently achieved 88%-90% and above throughout the year. The eGuest satisfaction target was 90% and it may be seen that guests were mainly very satisfied with the property and offering and that when complaints were recorded, that they were attended to as soon as possible. Guests were encouraged to rate the property on TripAdvisor which was an external and worldwide rating platform. Cabana Beach Resort rated third in the uMhlanga area. Of the 371 reviews, 261 had rated the Resort as excellent, 78 as very good and 21 as average.

Cabana Beach Resort had again achieved Level Two B-BBEE Empowerdex rating certification through the Tsogo Sun Group. Staff took part in an annual Employment Engagement Survey which noted an employee’s level of satisfaction in their work place. Staff were generally happy working for Cabana Beach Resort as shown in the result of 80%. The Resort had received the Travellers Choice Award from Trip Advisor as well as the Lilizela Award for being the 2nd Best Self Catering property in Durban.

Mr Klämbt noted that 2015 had been a very good year and thanked the Board for their guidance and continuous and valuable support. The Chairman thanked Mr Viljoen who was his direct support. Mr Klämbt wished the Chairman a very happy birthday in two days time. The Chairman thanked Mr Klämbt and his team for the hard work being done at the Resort, especially with their commitment to Social and Ethics works.


29

7. INSURED VALUE OF PROPERTY The Chairman noted that the next item on the Agenda was item six, to discuss the insured value of the Property, which had been approved by the Directors in terms of the Use Agreement. The insured value excluded the value of the land and had increased by 8.1% against 2014/ 2015. The replacement value of the building and contents, by Quantity Surveyors, Brian Heineberg & Associates was R502,195,964. No comments or queries were raised and it was agreed that the approval of the insured value for 2015/ 2016 would be deferred to the postponed Annual General Meeting.

8. GENERAL The Chairman noted that the final item on the Agenda was General Matters for Discussion. 8.1 Social and Ethics Committee Participation and Annual General Meeting Notification Dr Hilary, thanked the Board for what they were doing to improve the Resort and in the social sector, especially in the field of education for the underprivileged. He was from Uganda and had been a member of the Resort since 2000. He noted that he not previously received invitations to attend an Annual General Meeting and enquired how long the School initiative had been running for and how would the success be monitored and measured. Dr Hilary secondly stated that he had banked his 2014 Points and had returned at a different time, in May 2015. He had been unsuccessful in trying to confirm the balance of his Points and requested clarity. Thirdly, Dr Hilary, mentioned that he was concerned about the low turnout of Shareholders at this Annual General Meeting. He noted that with him not receiving notifications of the Annual General Meeting, that communication of the Meeting should be improved as poor communication may be the reason for the poor attendance. Shareholders should be made aware of the good achievements of the Resort.

Mr Viljoen replied that the low turnout was indicative of all the Southern Sun Resort Share Blocks which was attributed to the knowledge, that there were no major issues at the Resorts. If there was something of concern, the attendance would increase with a lot more interest shown. The Chairman added that Shareholders resided in many different areas which made it difficult for them to attend. Annual General Meetings had been held in Johannesburg with not many Shareholders present, especially with no pressing problems. He stated that each Resort was collecting Shareholder’s email addresses for correspondence purposes and notifications for these Minutes would be included. The Chairman requested that Shareholders ensure that the Resort had their correct email address on record. Mr Viljoen reported that this was the first year that Annual Reports were sent to Shareholders via email and interestingly, this form of communication received a better response from Shareholders than if normally sent through the postal service. This had also increased the response for proxies at the Meeting. However, he agreed that engagement with Shareholders and guests may always be improved.

To assist Dr Hilary with his Points query, Mr Viljoen requested that Peter Pienaar, General Manager of SunSwop, discuss the banking of Points process with Dr Hilary and assist him in his Points allocation. He was sorry to hear that Dr Hilary had not received satisfactory assistance.

Mr Viljoen noted that the initiative with Waterloo Schools had been in place for the past 4-years. The initiative with the school was a sustainable support structure to ensure that the school was successful and so were the pupils. It started as only a reading programme for the pupils but had since grown to include a feeding programme and providing assistance with the school governing body. The pupils who were involved in the reading programme from the beginning had been assessed and he was pleased to report that the last valuation revealed a 60% increase in performance and reading ability of those pupils. Each pupil was assessed at the beginning of each year for their ability to read as well as the end of the year for their progress. These results were submitted to the funders in order to continue with the programme.

8.2 Shareholder Correspondence The Chairman reported that correspondence had been received by the Board from Shareholders which would be responded to individually through the direction and guidance of the Board.

9. CLOSURE The Chairman thanked all Shareholders for their attendance and participation and invited them to join the Board and management for refreshments outside. There being no further business, the Chairman declared the Meeting closed at 11h42. Read and confirmed this _____________ day of ________________________________ 2016.

____________________ CHAIRMAN


30

DRAFT Minutes of the Postponed Annual General Meeting of Shareholders for the Year Ended 31 December 2014 held on Tuesday, 22nd September 2015 at 11h00, in The Lounge at Cabana Beach Resort, uMhlanga Rocks

CONSTITUTION OF THE MEETING, WELCOME AND APOLOGIES Deon Viljoen, Director, had been authorised at the Pre-Annual General Meeting to act as Chairman in the absence of the Chairman William Liebenberg. The Meeting was declared duly constituted.

The Acting Chairman re-iterated for the record that the Cabana Beach (AGM) had been held the previous week on 15 September 2015 in the same place however the voting requirement of 25% of voting rights entitled to be exercised at the Meeting was not present with only 23% proxies present. Consequently the AGM had been postponed to this day where those present were deemed to constitute a quorum. The Acting Chairman welcomed and thanked those present for attending.

The Acting Chairman introduced the following Members of the Management team: R Klämbt - General Manager W Whiteboy - Financial Manager Southern Sun Resorts G Stevenson - Company Secretary Southern Sun Resorts F Moosa - Deputy General Manager S Thompson - Sales Executive P Jagivan - Levy and Administration Southern Sun Resorts P Moorgas - Levy and Administration Southern Sun Resorts

Apologies were recorded from Directors, William Liebenberg, Weston Dickson, Ajith Ramsarup, Michael McKenzie, Brian Stocks and Anthony Ridl.

The Acting Chairman thanked both Georgina Stevenson and Lisa Sutton for preparing the Minutes of the AGM and Informal Meeting, held the previous week in good time and being ready for discussion and referral today.

A copy of the draft Summary Minutes of the AGM as well as of the informal Meeting of Shareholders from the previous week were made available to all present and who were afforded the time to read them. The Acting Chairman noted that the Minutes of the informal Meeting had dealt with all matters on the Agenda for the AGM and had strongly recommended that the attendees at this Meeting ratify all the decisions of that Meeting. The Acting Chairman proposed that the recommendations made although made at the Informal Meeting, be adopted by this Meeting, which proposal was seconded and approved. In the event that the Meeting did not ratify the Resolutions, the Acting Chairman was instructed to demand a poll. The motion was proposed and seconded. The Acting Chairman explained the difference between a show of hands and a poll.

The Meeting accordingly approved and ratified the Agenda items: Item No 1: The adoption of the Minutes of the previous Annual General Meeting (AGM) held on 23 September 2014 and the Minutes of the postponed AGM held on 30 September 2014, read in conjunction with the Informal Minutes of 23 September 2014. No objections were raised and the Minutes were approved and adopted.

Resolution 1

Item No 2: The receipt, consideration and adoption of the Annual Financial Statements for the year ended 31 December 2014, including the Reports of the Directors and Auditors. The Annual Financial Statements for the financial year ended 31 December 2014, read with Chairman’s Review, fully covered the activities of the Company for the period under review. The Acting Chairman had nothing to further to add and no matters were raised. Accordingly, the Annual Financial Statements of the Company for the year ended 31 December 2014, were adopted.

Resolution 2

Item No 3: The re-election of PricewaterhouseCoopers Incorporated (PWC) as Auditors of the Company. The Acting Chairman, as recommended by the Directors and Members present at the Informal Meeting, proposed that PWC be re-elected as Auditors of the Company. There were no objections and the motion was carried.

Resolution 3

Item No 4: The Election of the Directors. All Directors retired each year. William Liebenberg, Michael McKenzie, Brian Stocks, Anthony Ridl, Weston Dickson, Ajith Ramsarup and Deon Viljoen were available for re-election. Further nominations had been received for Robert More and Roy Fritz. Their CV’s had been read out at the Informal Meeting. No other nominations were received from the floor. The Acting Chairman called for a poll and called for the Company Secretary to hand out the ballot forms. The Acting Chairman asked that those present complete their ballot form limiting their votes to 7 Directors on the Board. The Acting Chairman advised that the finance team, assisted by an independent scrutiniser, would verify and tally the ballots both from those present and include those given at the Informal AGM. The results would be advised at the end of the Meeting.

Resolution 4

Item No 5: Appoint Directors as Members of the Audit Committee. The Meeting approved that the recommendation made at the informal Meeting, that Michael McKenzie, Weston Dickson and Mr Brian Stocks, be elected to the Audit Committee, provided they were voted as Directors to the Board.


31

Report of the Social and Ethics Committee

Item No 6 : The Acting Chairman noted that this matter was reported on at the Informal AGM and that the General Manager, Mr Klämbt, had made a slide presentation on the activities of the Committee over the past year. The Chairman’s Report as well as the Minutes of the Informal Meeting held the previous week were detailed and fully covered the activities and commitment of the Social and Ethics Committee and the Meeting was satisfied that this had been fully reported on.

The Insured Value of the Property

Item No 7: The Meeting recorded and ratified the approval by the Directors of the valuation of the property, including plant, machinery and the contents, of R502,195,964 for 2015/ 2016. This increase was approximately 8.2% up on last year. The insurance value was verified by an independent Quantity Surveyor. No objections were raised and the insurance value of R502,195,964 was approved.

General Matters

The Acting Chairman stated that Annual Reports had for the first time been sent by email to all Shareholders, which had generated good correspondence. Shareholders’ correspondence was tabled at the Informal Meeting and the responses had been recorded in the Minutes. The Meeting agreed that the Minutes of the informal Meeting correctly reflected the responses to the queries raised. A Shareholder enquired about smoking at the Resort. If owners insisted on smoking a levy of R1,000 would be added to their room account and if not paid it would be added to the levy account. The General Manager assured the Shareholder that as far as possible, all owners were treated equally. The Acting Chairman advised that the Directors fully authorised and backed Management if fines were applied. A point was made to perhaps create, as has been done at Beacon Island Resort, a dedicated smoking room or area.

The safety of the lower Beach Cabanas units was raised. The Acting Chairman noted that with the General Manager, being very active with the Urban Improvement Precinct (UIP), could affirm that the promenade and outer perimeter, was generally much safer than before.

The General Manager mentioned that the multi-purpose activities court was almost ready for use. The old staff quarters building had been demolished and the area converted to additional parking bays.

The Acting Chairman returned to Item 4 Resolution 3, to announce the results of the ballot process. The Acting Chairman thanked Shareholder, Mr Buchanan, for assisting independently with the ballot tally. The Acting Chairman announced that there would be a change to the Board of Directors. The Directors elected to the Board for the ensuing year, were Mr Liebenberg, Mr Dickson, Mr McKenzie, Mr Ramsarup, Mr Ridl, Mr Viljoen and Mr More. The Acting Chairman thanked Mr Fritz for his nomination. No objection was received for the Board to confirm the third Member of the Audit Committee, to replace Mr Stocks. Mr McKenzie and Mr Dickson would continue to serve on the Committee. The Acting Chairman thanked Brain Stocks for his gracious and unselfish service to the Cabana Beach Board. The Acting Chairman welcomed new Director Mr More to the Board.

Closure

The Acting Chairman thanked all present for their attendance and as there was no further business, the Meeting was declared closed at 11h37.

Read and confirmed this _____________ day of ________________________________ 2016.

____________________ CHAIRMAN


cabana beach afs - suntimeshare.co.za · 1 cabana beach share block limited chairman’s annual...

Documents