Annual General Meeting & General Meeting

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1 Annual General Meeting & General Meeting 2015 Annual General Meeting & General Meeting 2 October 2015 Enclosed herewith documents relating to Quality Vacation Club Annual General Meeting & General Meeting for 2015 For more information contact: VRS - Vacation Recreational Services: Managing Agent Building No. 1 Mooikloof Office Park East c/o Atterbury & Jollify Main Road Mooikloof Pretoria 0059 Tel: +27 (0) Fax: +27 (0) P.O. Box Menlo Park The Annual General Meeting & General Meeting will be held on the 2nd of October 2015 at 11h00 at the Hotel Verde, Cape Town International Airport, 15 Michigan Street, Airport Industria, Cape Town Mooikloof Office Park East, c/o Atterbury and Jollify Main Road, Mooikloof, 0059

2 QUALITY VACATION CLUB MANAGEMENT ASSOCIATION NPC Registration No: 2007/001866/08 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given of the Annual General Meeting of Quality Vacation Club Management Association NPC. The meeting will be held at the Hotel Verde, No. 15 Michigan Street, Airport Industria, Cape Town on Friday 2 October 2015 at 11h00 (map included). QUALITY VACATION CLUB MANAGEMENT ASSOCIATION NPC Registrasie Nr: 2007/001866/08 KENNISGEWING VAN DIE ALGEMENE JAARVERGADERING Hiermee word kennis gegee van die Algemene Jaarvergadering van Quality Vacation Club Management Association NPC. Die vergadering sal gehou word te Hotel Verde, Nr. 15 Michigan Straat, Airport Industria, Kaapstad op Vrydag, 2 Oktober 2015 om 11h00 (padkaart ingesluit). AGENDA PAGE AGENDA BLADSY 1. Open and Welcome 2. Apologies / Proxies / Quorum 3. Minutes of the Annual General Meeting held on 24 November Presentation of the Chair s Report 5. Presentation of the Annual Financial Statements and Directors Report for the year ended 31 December Approval of Auditors Remuneration 7. Appointment of Auditors 8. Election and appointment of Directors 9. Dissolution of meeting Opening en Verwelkoming. 2. Verskonings / Volmagte / Kworum. 3. Notule van die Algemene Jaarvergadering gehou op 24 November Aanbieding van die Voorsitter se Verslag 5. Aanbieding van die Finansiële Jaarstate en Direkteursverslag vir die jaar geëindig 31 Desember Goedkeuring van die Ouditeursvergoeding 7. Aanstelling van Ouditeure 8. Verkiesing en aanstelling van Direkteure 9. Ontbinding van die vergadering NOTE NOTA Every Member who is entitled to vote may appoint a proxy. The proxy form attached hereto, must be completed and received at the VRS offices at least 48 hours before the scheduled commencement time of the meeting. Please Fax ( ) or post (PO Box 35580, Menlo Park, 0102). Please note that in terms of the Companies Act meeting participants (including proxies) are required to provide reasonably satisfactory identification before being entitled to attend or participate in a Members meeting. Forms of identification include a valid identity document / driver s licence / passport. Elke Lid wat geregtig is om te stem mag ʼn gevolmagtigde aanstel deur die aangehegte volmagvorm te voltooi welke vorm die VRS kantore ten minste 48 uur voor die aanvang van die vergadering moet bereik. Vonkpos: Faks of Posbus 35580, Menlo Park, In gevolge die Maatskappyewet moet persone (insluitend gevolmagtigdes) wat die vergadering bywoon redelike bevredigende identifikasie voorsien voordat hulle geregtig is om die ledevergadering by te woon of daaraan deel te neem. Bewys van identifikasie sluit geldige identiteitsdokument / rybewys / paspoort in. BY ORDER OF THE BOARD IN OPDRAG VAN DIE RAAD 1

3 DEAR MEMBER GEAGTE LID You are cordially invited by the Management of Quality Vacation Club Management Association NPC to attend the Annual General Meeting to be held at the Hotel Verde, No. 15 Michigan Street, Airport Industria, Cape Town, on 2 October 2015 at 11h00. U word hartlik deur die Bestuur van Quality Vacation Club Management Association NPC uitgenooi na die Algemene Jaarvergadering wat gehou word te Hotel Verde, Nr 15 Michigan Straat, Airport Industria,.Kaapstad, op 2 Oktober 2015 om 11h00. Enclosed herewith the following documents relating to the Annual General Meeting of Quality Vacation Club Management Association NPC. Ons sluit hierby die volgende dokumentasie in ten opsigte van die Algemene Jaarvergadering van Quality Vacation Club Management Association NPC. Included the following: PAGE Ingeslote die volgende: BLADSY 1. Notice of the Annual General Meeting and Agenda 2. Minutes of the Annual General Meeting held on 24 November Chair s Report Annual Financial Statements for the year ended 31 December Stock Schedule 6. Abridged CV s of the current Directors / nominees RSVP Proxy Form 9. Nomination of Directors form Kennisgewing van die Algemene Jaarvergadering en Agenda. 2. Notule van die Algemene Jaarvergadering gehou op 24 November Voorsitter se Verslag Finansiële State vir die jaar geëindig 31 Desember Voorraad Skedule 6. Verkorte CV s van die huidge Direkteure / genomineerdes Aanvaarding van uitnodiging Volmagvorm 9. Direkteursnominasievorm Should you wish to have any matter of general interest raised at the meeting then please submit same in writing, to be received at least 48 hours before the meeting commences, at VRS, PO Box 35580, Menlo Park, 0102, or fax to ( ), or to Indien daar enige aangeleentheid is van algemene belang is en wat u graag wil bespreek, stel dit asseblief op skrif en stuur dit, sodat dit ontvang word ten minste 48 uur voor die aanvang van die vergadering, by / te VRS, Posbus 35580, Menlo Park, 0102, of faks aan ( ), of e-pos aan Registered: Address: Building No 1 Mooikloof Office Park East c/o Atterbury and Jollify Main Road Mooikloof Pretoria 0059 Geregistreerde Adres: Gebou Nr 1 Mooikloof Besigheidspark Oos h/v Atterbury en Jollify Main Weg Mooikloof Pretoria

4 MINUTES OF THE ANNUAL GENERAL MEETING OF THE MEMBERS OF QUALITY VACATION CLUB MANAGEMENT ASSOCIATION NPC HELD AT SOUTHERN SUN O.R. TAMBO ON THE 24 TH OF NOVEMBER 2014 AT 09H00 PRESENT: DIRECTORS: AS PER THE ATTENDANCE REGISTER MEMBERS: AS PER THE ATTENDANCE REGISTER BY INVITATION: AS PER THE ATTENDANCE REGISTER 1. OPEN AND WELCOME The Chair opened the meeting and welcomed everyone present. Mr IL Wilcocks opened with prayer. 2. APOLOGIES / PROXIES / QUORUM The Chair advised that 10 apologies and 5 proxies had been received. The Chair further advised that at least 1% of the total votes in the Company and 3 Members present constituted a quorum and as 16% of the total votes were represented, the Chair accordingly declared the meeting as duly constituted. 3. MINUTES OF THE PREVIOUS AGM HELD ON THE 19 TH OF SEPTEMBER 2013 The approved minutes had been circulated and there were no matters arising from the Minutes. 4. PRESENTATION OF THE CHAIR S REPORT The Chair s Report having been circulated was accepted as read. The Chair highlighted pertinent aspects of the Report and after discussion the meeting accepted the Chair s Integrated Report and approved the actions of the Directors. 5. PRESENTATION OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013 Mr. Johan van Niekerk presented the Annual Financial Statements and explained the various notes relating to the line items concerned. There were no matters arising from the presentation. The meeting accepted the Directors Report and the Auditors Report. 6. APPROVAL OF AUDITOR S REMUNERATION The meeting considered the fees raised by the Auditors for work completed and as there were no questions or objections, the Members: Resolved by unanimous Resolution that: The Auditor s fees be and are paid as submitted and duly approved. Quality Vacation Club Management Association NPC Reg. No: 2007/001866/08 Annual General Meeting 24 November

5 7. APPOINTMENT OF AUDITORS As there was no counter proposal or objection to the reappointment of the Auditors, the Auditors therefore remained in office for the ensuing financial year. 8. ELECTION OF DIRECTORS 8.1 The Chair confirmed that in terms of the provisions of the MOI the minimum number of Directors was no less than five and no more than nine Directors which comprised a maximum of five persons nominated by the Association from its Members and four persons nominated by the Trust. In terms of Article 20.1 of the MOI one half of the elected Directors stood down by rotation. 8.2 The Chair confirmed that there was therefore three vacancies for the elected Directors. Three nominations were received for the three vacancies, namely for Mr H Banda, Dr GM Swana and Adv. SD Mitchell. 8.3 On a show of hands Mr. H Banda, Dr GM Swana and Adv. SD Mitchell were unanimously elected. RESOLVED BY UNANIMOUS RESOLUTION THAT Mr. H Banda, Dr GM Swana and Adv. SD Mitchell be and are hereby appointed as elected Directors for the ensuing year. 8.4 The Chair congratulated the Directors on their appointment. 9. VOTE OF THANKS AND DISSOLUTION OF MEETING The Chair thanked the VRS Admin staff under the leadership of Mrs Marjorie Forssman, the service companies and the Directors for their input and dedication in assisting Members to enjoy their holiday portfolios. The Chair specially thanked the Members for their contributions feedback and input and invited the Members to join the Directors and staff for refreshments and general discussion. As there were no further matters for discussion the Chair dissolved the meeting. Approved and signed at Pretoria on the 25 th day of May JW MEYER (Chair) Quality Vacation Club Management Association NPC Reg. No: 2007/001866/08 Annual General Meeting 24 November

6 QUALITY VACATIONS CLUB MANAGEMENT ASSOCIATION NPC Registration No: 2007/001866/08 REPORT BY THE CHAIR It is once again my pleasure to provide you with an Annual Report in respect of the events during the past year. At the recent RCI Resort recognition and awards evening our teams compared very favourably to others in the RCI grading category, which again proves that we are on the right path and not just offering holiday accommodation but memories for a lifetime. Congratulations to our Resort and administration staff who achieve well deserved recognition. The past year had its fair share of challenges due to the introduction of new legislation, and our Members saw rocketing increases in the price of goods and services, which resulted in a general tightening of the belts in all sectors of commerce and home life. As far as the Financial Statements are concerned, the following comments relate to the enclosed statements: Operating results for the year resulted in an operating surplus of R Refurbishment reserves available for unexpected expenditure or possible special levies relating to Resorts refurbishment plans and any unforeseen expenses grew to R with cash balances reflecting a healthy balance of R The Statement of Financial Position indicates that QVC is both solvent and liquid. On behalf the Board I would like to thank the Resort management and their team s, who ensure that our guests have a memorable stay has been a challenging year in view of the implementation of the Consumer Protection Act, which to a large extent is untested which adds to the confusion in trying to interpret concepts and words that are not defined thereby leaving them open to different and often conflicting interpretations. You may have seen the negative articles relating to an investigation into Points / Clubs, and whilst not wanting to distract from the complaints or the investigation, it is interesting to note that the investigation was largely brought about by the varying complaints of about 500 Members out of an estimated 750,000 industry Members, Following on from an investigation into complaints filed by Members of various Clubs with the NCC, the NCC initiated an investigation into the Points Clubs in April As a result, QVC and various other Clubs received a notice filed by the NCC in December 2014, reporting on various alleged contraventions of the CPA, in terms of which QVC was to respond to the Tribunal in respect of the alleged findings by the investigator. The QVC Board having duly studied the notice and supporting affidavit by the investigator, resolved to oppose the application and to seek a punitive costs order against the NCC. Many of the complainants being people who happily used (and still use) their portfolios for many years. Your Board has briefed a very senior Counsel at the Johannesburg bar, to deal with the allegations and findings of the National Consumer Commission (NCC) Investigator, 5

7 against various Clubs including QVC and we look forward to be able to put the merits of our case and claim for punitive costs to the Tribunal shortly. Your Board is positive that the outcome will confirm that the Club operates well within the parameters of the laws of our country. However, it is gratifying and exciting to see that despite the negative media publicity which has surrounded the investigation conducted by the NCC, that the QVC Members are enjoying their well-earned holidays, so as to fully use the benefits of their QVC Membership. The positive comments from Members visiting the Resorts confirms the exceptional lifestyle experience and the positive effect that the Resort location, staff, accommodation and amenities has had on their personal and family life. As the Associations Public Interest score is higher than 500, we are obliged in terms of the new Companies Act to establish a Social and Ethics Committee. As the Club does not have a physical presence except for the Head Office the Club can t engage with the Social and Economic development initiatives of the community and so relies and supports the initiatives of the Resorts where it holds accommodation to do so. As some of our Directors serve on the Boards of the Resorts, they keep a watchful eye over the Resorts corporate citizenship by encouraging the implementation of environmental best practices, and the introduction and enhancement of health and public safety measures, to protect consumer interests and encourage staff engagement and to ensure that personnel at all levels act with integrity and ethics. Looking at our portfolio of accommodation available and our recent portfolio Audit Certificate it verifies that we have: 1. A positive variance of 8600 more intervals than active Members. 2. That our Time Share intervals and our client profile match each other in relation to the quantum, and seasonable spread of Time Share intervals, and that we have a positive surplus of 42% more intervals of accommodation available than Members. 3. Looking at the last 12 months our Members have bookings, at an average occupation level of 132%, which negates any rumours that the Club has been oversold. Well done to the VRS team, who received amazing accolades at the RCI Annual Resort Recognition Awards function. VRS managed Resorts achieved the first place in respect of the Resort of the Year categories for large, medium and small Resorts. This is the first time in the history of these awards that, any single Managing Agent has been able to secure all three top positions, and we congratulate VRS on this achievement. Please also note that other Clubs, within the Univision group have for a number of years now offered Members the opportunity to trade in their QVC portfolio s, in preference to them having a limited term agreement linked to a specified Time Share interval at a specified Resort. This is in stark contrast to a range of fringe operators, who offer to get the original contract, cancelled for a fee, but then cannot deliver on their promises, and the Member then inevitably lose their Time Share week, and also the money they paid these operators. Please refer to the VOASA and QVC websites to find out more about these operators. I would like to thank my fellow Directors for their input and passion with which they pursue the objectives of the Company, and similarly would like to thank VRS and its extended staff component for their input and assistance in ensuring that our guests needs and requirements are addressed in a professional manner. 6

8 Please note that the current documentation includes a Proxy Form for the Annual General Meeting and a Proxy for the General Meeting. In the event that you cannot attend the Annual General Meeting please complete both of the Proxy Forms. I trust that your 2015 year will be a memorable one, and wish you every success for the balance of Regards and blessings, John Meyer (Chair) 7

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26 TIMESHARE INTEREST HELD AS AT 31 DECEMBER 2014 Quality Vacation Club Trust schedule of stock registered or awaiting registration showing Club Unit Rights, number of weeks and total sequences RESORT TOTAL CLUB UNITS TOTAL WEEKS TOTAL SEQUENCES THE ALOES BAKGATLA BAKUBUNG BOULDER BAY BANTRY BAY BROOKES HILL BEACON ISLAND BLUE MARLIN BUSHMENS NEK BREAKERS BELLA VISTA BAYWATER VILLAGE CASTLEBURN CABANA BEACH CARIBBEAN ESTATES CARIBBEAN ESTATES TORTUGA CLUB HACIENDA CHAMPAGNE LANE CABANA MIO CLUB MYKONOS LANGEBAAN CHAKAS ROCK CHALETS COSTA SMERALDA CRYSTAL SPRINGS CRYSTAL SPRINGS CHAMPAGNE SPORTS CLUB TEN CHAMPAGNE VALLEY RIVERBEND CHALETS DIKHOLOLO DOORNKOP FISH AND WILDLIFE DRAKENSBERG SUN SOUTH DURBAN SPA EKUTHULENI FAIRWAYS FORMOSA BAY VILLAS FALCON GLEN GETHLANE LODGE GRC CLIJOHN GARDEN ROUTE CHALETS THE ISLAND GARDEN ROUTE VILLAS GARDEN ROUTE VILLAS PLETT GLENMORE SANDS HERMANUS BEACH CLUB JACKALBERRY RIDGE KAGGA KAMMA BURCHELLS BUSH LODGE KIARA LODGE ORION MONT AUX SOURCES KRUGER PARK LODGE KOWIE RIVER CHALETS KRIDZIL KWA MARITANE LA COTE D AZUR LITTLE EDEN LA MONTAGNE LA ROCHELLE LAKE VIEW CABANAS MOUNT AMANZI MABULA MAGALIES PARK MANZI MONATE MANYANE MARLOTHI PARK MORRUMBENE MNARANI

27 RESORT TOTAL CLUB UNITS TOTAL WEEKS TOTAL SEQUENCES MABALINGWE NATURE RESERVE MODUMELA MOUNT CHAMPAGNE MARGATE SANDS MOUNT SHEBA MIDLANDS SADDLE & TROUT MOUNTAIN VIEW NGWENYA LODGE MONATENG PENINSULA PINE LAKE COUNTRY ESTATE PALM PARK PERNA PERNA MOSSEL BAY PERNA PERNA ST LUCIA PERNA PERNA UMDLOTI PERNA PERNA UMDLOTI PERNA PERNA UMDLOTI PEARLY SHELLS QWANTANI THE RIVIERA ROYAL WHARF SALAMANDER SANBONANI SANDY PLACE SUNSHINE BAY BEACH CLUB SUNTIDE BEACH CLUB SODWANA BAY LODGE SEAVIEWS SUNTIDE HOTEL MARGATE SILVERSANDS I SILVERSANDS II SILVERSANDS III SUNTIDE ILLOVO SANDS SUDWALA LODGE SUNTIDE LODGE QUNU FALLS ST MICHAELS SANDS SONDELA SOBHENGU STRAND PAVILION SALT ROCK PALM SABI RIVER SUN SAVANNAH SANDS SUNTIDE WINKELSPRUIT UMHLANGA CABANAS UKUTHULA LODGE UVONGO RIVER RESORT UMHLANGA SANDS VILLA DEL SOL WILDERNESS DUNES WATERBERRY HILL

28 USE RIGHTS HELD FOR THE YEAR ENDED 31 DECEMBER 2014 Use Rights are ceded to QVC Trust by owners of the weeks from time to time, and relate to Shareblock, Sectional Title Units and / or Timeshare Intervals or Interests RESORT TOTAL CLUB UNITS TOTAL WEEKS TOTAL SEQUENCES AVALON SPRINGS BAKGATLA BAKUBUNG BANANA BEACH RESORT BEACON ISLAND BELLA VISTA BIG BAY BEACH CLUB BREAKERS BROOKES HILL BURCHELL'S BUSH LODGE BUSHMEN'S NEK CABANA BEACH CABANA MIO CAPE GORDONIA CARIBBEAN ESTATES CASTLEBURN CHAKAS ROCK CHALETS CHAMPAGNE LANE CHAMPAGNE VALLEY CLUB HACIENDA CLUB MYKONOS LANGEBAAN CLUB TEN COSTA SMERALDA CRYSTAL SPRINGS CRYSTAL SPRINGS DEVELOPER DIKHOLOLO DOLPHIN VIEW CABANAS DOORNKOP FISH & WILD DRAKENSBERG SUN DURBAN SANDS DURBAN SPA EAGLE'S NEST FAIRWAYS FORMOSA BAY VILLAS GARDEN ROUTE CHALETS CLIJOHN GETHLANE LODGE GLENMORE SANDS GRC THE ISLAND HERMANUS BEACH CLUB HOLE IN THE WALL JACKALBERRY RIDGE KARRIDENE KIARA LODGE KNYSNA CHALETS KRIDZIL KRUGER PARK LODGE KWA MARITANE LA COTE D'AZUR LA MONTAGNE LA ROCHELLE LABORI LAGOON BEACH APARTMENTS LAKE VIEW CABANAS LITTLE EDEN MABALINGWE NATURE RESERVE MABULA MAGALIESPARK MANYANE MANZI MONATE MARGATE SANDS MIDLANDS SADDLE & TROUT MILLSTREAM MONATENG S/LODGE MONKEY VALLEY MOUNT AMANZI MOUNT CHAMPAGNE MOUNT SHEBA MTUNZINI FOREST LODGE NGWENYA 3 DEVELOPER NGWENYA 4 DEVELOPER NGWENYA LODGE ORION MONT-AUX-SOURC PALM PARK PEARLY SHELLS PERNA PERNA MOSSEL BAY PERNA PERNA ST LUCIA PERNA PERNA UMDLOTI PERNA PERNA UMDLOTI PERNA PERNA UMDLOTI PINE LAKE COUNTRY ESTATE

29 RESORT TOTAL CLUB UNITS TOTAL WEEKS TOTAL SEQUENCES PORT ALFRED SANDS PORT OWEN MARINA QWANTANI RIVERBEND CHALETS SABI RIVER SUN SALAMANDER SALT ROCK PALMS SANBONANI SEAVIEWS SILVERSANDS SILVERSANDS SILVERSANDS SOBHENGU LODGE SODWANA BAY LODGE SONDELA NATURE RESERVE ST MICHAELS SANDS STRAND PAVILION SUDWALA LODGE SUDWALA LODGE DEVELOPER SUNSHINE BAY BEACH SUNTIDE BEACH CLUB SUNTIDE HOTEL MARGATE SUNTIDE ILLOVO SANDS SUNTIDE WINKELSPRUIT THE ALOES THE BLUE MARLIN THE PENINSULA THE RIVIERA UMHLANGA CABANAS UMHLANGA SANDS UMZUMBE CHALETS UVONGO RIVER RESORT VERLORENKLOOF VILLA DEL SOL WATERBERRY HILL WILDERNESS DUNES TOTAL

30 Abridged CV's of Members nominated to stand for election and/or re-election to the QVC Management Association Board of Directors Please note, the CV'S of the below-mentioned nominees are available on the QVC website ( Select the "CV's" Tab after login to view the nominees' CV's. Please note that 5 Directors (who must be members in their own right) can be appointed by the members. NOMINEES: Name: Mr. John Meyer Mr. Meyer s long and extensive involvement in the Vacation Ownership Industry has always reflected his passion for and dedication to the growth and development of the industry as a whole. Having established an excellent reputation and having a diverse and valuable portfolio of skills and experience to offer, Mr. Meyer s insight and consultancy services are highly sort-after. Name: Mr. Hugo van Zyl Hugo van Zyl is resident in the Winelands, Western Cape and practises as a sought-after tax and exchange control advisior, focusing emigration and SA Expats wherever in the world. Hugo is a registered Chartered Accountant (SA), a Master Tax Practitioner and a TEP member of STEP and his client base stretches around the globe. As a current Dikhololo and past ATKV Sterftefonds Director, local issues such as QVC and the time share industry remain close to his heart. Hugo has been actively involved in the time share industry for 31 years, first as auditor and now as Director and advisor. 29

31 QUALITY VACATION CLUB MANAGEMENT ASSOCIATION NPC Registration No: 2007/001866/08 QUALITY VACATION CLUB MANAGEMENT ASSOCIATION NPC Registrasie Nr: 2007/001866/08 NOTICE OF GENERAL MEETING Notice is hereby given of a General Meeting of Quality Vacation Club Management Association NPC to be held at the Hotel Verde, No. 15 Michigan Street, Airport Industria, Cape Town on Friday 2 October 2015 immediately following the dissolution of the Annual General Meeting which commences at 11h00. KENNISGEWING VAN ALGEMENE VERGADERING Hiermee word kennis gegee van die Algemene Vergadering van Quality Vacation Club Management Association NPC wat gehou sal word te Hotel Verde, Nr. 15 Michigan Straat, Airport Industria, Kaapstad op Vrydag 2 Oktober 2015 direk na ontbinding van die Algemene Jaarvergadering wat om 11h00 begin. The purpose of the General Meeting is to obtain the approval relating to the Resolutions set forth in this notice, with or without modification. AGENDA 1. Open and Welcome 2. Apologies / Proxies / Quorum 3. Presentation of the Director s Report 4. Consider and approve the following Special and Ordinary Resolutions with or without modifications: 4.1 Special Resolution: To abrogate in its entirety and replace the existing Memorandum of Incorporation (MoI) of the Company with the new MoI tabled at the meeting (initialled by the Chair of the meeting for purposes of identification) with effect from the date of filing of the notice of Amendment with the Companies and Intellectual Property Commission (CIPC) 4.2 Ordinary Resolution: That following on from the acceptance and approval of the preceding Special Resolution that the Directors and/or the Company Secretary are hereby duly authorised to take such steps and sign and file such documents as may be necessary to give effect to the Special Resolution, with or without modifications, as decided by the Members in the General Meeting. 5. Dissolution of the meeting Die doel van die Algemene Vergadering is om goedkeuring te verkry met betrekking tot die Besluite in die kennisgewing soos hieronder uiteengesit. AGENDA 1. Opening en Verwelkoming 2. Verskonings / Volmagte / Kworum 3. Direkteursverslag 4. Oorweging en goedkeuring van die volgende Spesiale en Gewone Besluite: 4.1 Spesiale Besluit : Om die huidige Akte van Inlywing te herroep en te vervang met die nuwe Akte van Inlywing soos ter tafel gelê, en deur die Voorsitter onderteken is vir identifikasiedoeleindes. Die datum van in werking treding sal die datum wees waarop CIPC die nuwe Akte van Inlywing aanvaar. 4.2 Gewone Besluit Om die Direkteure en die Maatskappy Sekretaris te magtig om die nodige stappe te neem om die nodige dokumentasie te onderteken en te liasseer ten einde uitvoering te gee aan Spesiale Besluit soos hierbo uiteengesit. 5. Ontbinding van die vergadering BY ORDER OF THE BOARD IN OPDRAG VAN DIE RAAD 30

32 DEAR MEMBER You are cordially invited by the Management of Quality Vacation Club Management Association NPC to attend the General Meeting to be held at the Hotel Verde, No. 15 Michigan Street, Airport Industria, Cape Town on Friday 2 October 2015 immediately following the dissolution of the Annual General Meeting which commences at 11h00. Enclosed herewith the following documents relating to the General Meeting of Multi Destinations Management Association NPC. GEAGTE LID U word hartlik deur die Bestuur van Multi Destinations Management Association NPC uitgenooi na die Algemene Vergadering wat gehou sal word te Hotel Verde, Nr. 15 Michigan Straat, Airport Industria, Kaapstad op Vrydag 2 October 2015 direk na ontbinding van die Algemene Jaarvergadering wat om 11h00 begin Dokumentasie ten opsigte van die Algemene Vergadering van Multi Destinations Management Association NPC word hiermee ingesluit. Documents: PAGE Dokumentasie: BLADSY 1. Notice of the General Meeting and Agenda Director s Report including Special and Ordinary Resolutions 3. Proxy Form Kennisgewing van die Algemene Vergadering en Agenda. 2. Direkteursverslag met Spesiale en Gewone Besluite 3. Volmagvorm. 41 Please note that the Memorandum of Incorporation is available for viewing on the Companies Member s only webpage and a printed copy is available for viewing at the company s Head Office. Neem asseblief kennis dat die Akte van Inlywing is elektroniese formaat beskikbaar is op die lede gedeelte van die webblad en ʼn gedrukte weergawe is by die geregistreerde adres van die vereniging beskikbaar vir insae. Registered Address: Mooikloof Office Park East c/o Atterbury and Jollify Main Road Pretoria 0059 Geregistreerde Adres:Mooikloof Besigheidspark Oos h/v Atterbury en Jollify Main Weg Pretoria

33 DIRECTORS REPORT INTRODUCTION In terms of the Companies Act, No 71 of 2008, the Company can by Special Resolution amend its current Memorandum of Incorporation (MoI) and then file the amended MoI with the Companies and Intellectual Property Commission (CIPC). Your Board is therefore hereby giving notice of a General Meeting to pass the Special and Ordinary Resolutions for the Company to comply with the provisions of the Act, whilst still adhering to the requirements and provisions of the Companies Act and the Property Timesharing Control Act. The details of the Special Resolutions are set out in the notice and these and the proposed MoI are available online on or at the Managing Agents office (see contact details below). Please read the enclosed notice and its Annexures as these explain the terms and the effect of the Special and Ordinary Resolutions. If you require any further information please contact the Senior Management at the Managing Agent s office or a Director to assist you. The contact details are: a. Tel: (012) , Fax: (012) , b. address: The effect of these amendments would be that the Company can operate within its statutory framework and meet the formal and quorum requirements for such a meeting, without incurring additional costs of postponed meetings. Due to the fact that the amended MoI is lengthy, electronic copies of the MOI are available on request, and a hard copy is available at the registered offices for scrutiny. Should you wish to have sight of this documentation or to obtain an electronic or hard copy thereof, please contact Senior Management who will assist you. Please read the explanatory information included in the notice regarding the Special Resolutions, and in the event that you would like further information or have any questions, please to not hesitate to contact Management or a Director, who will be able to explain the situation, and the amendments. For the Special Resolutions to be considered we require a quorum representing 25% of all the voting rights in the Company and for the Resolutions to be passed, 75% of those then present need to vote in favour of the Resolution. Your participation or proxy is therefore vitally important. Please note that the proxy forms relate to both the Annual General Meeting and General Meeting so please complete both these sections in the event that you are unable to attend the meeting in person. THE TERMS AND EXPANATION OF THE PROPOSED SPECIAL RESOLUTIONS CONTAINED IN THE NOTICE OF THE GENERAL MEETING 1. THE TERMS OF THE PROPOSED SPECIAL RESOLUTION 1.1 SPECIAL RESOLUTION To abrogate in its entirety and replace the existing Memorandum of Incorporation (MoI) of the Company with the new MoI (initialled by the Chair purposes of identification) with effect from the date of filing with the Companies and Intellectual Property Commission (CIPC). 32

34 2. EXPLANATION OF THE PROPOSED SPECIAL RESOLUTION BACKGROUND Your Directors would like to provide you with the background and reasons for proposing certain amendments to the MOI, and we would appreciate it if you could read the enclosed documentation, and in the event that you cannot attend the General Meeting, please complete the proxy form provided in respect of the General Meeting, so that we can note your vote at the meeting. When the original MoI was created, the Board envisaged that future amendments would be considered based on the changes in the operational procedures and ever changing needs of the Association. Over the past few years, the Board has reviewed the needs and requirements relating to the provisions of the MoI, and as a result thereof has agreed to propose to the Members that the current MoI is amended to make provision for certain specific aspects that will make the administration of the Club more efficient. Firstly, the amended version of the MoI corrects patent and typographical errors and further hones the wording of the MoI. The amendments include rephrasing of sentences to set the correct context, these amendments do not influence the content or import of the wording but make it more comprehensible. These changes have been approved by the Board of Directors, in terms of the provisions of Section 17(1). Secondly, the amendments include clarification to the quorum requirements for meetings where Special Resolutions need to be passed. The quorum requirement for a meeting where the Special Resolution is proposed will be 25% of all the voting rights entitled to be exercised in respect of at least one resolution to be decided at the meeting. The amendment is in line with the requirements of the Companies Act and current practise and offers additional protection to Members. Secondly the current Board representation structure and quorum require a revision. Due to the fact that very few nominations are received from the Members to serve on the Board and as a result thereof the quorum required for a Directors Meeting, is often compromised due to the fact that there are not sufficient elected Board Members available to constitute a quorum. The Directors propose to clarify the appointment of proxy s and letters of representation and to include these provisions and addition thereto to incorporate the cancellation procedure as contained in the Managing Agent Agreement. These amendments are also in line with current practise, will prevent unnecessary and frivolous disputes and will contribute to effective operational management of the Association. 3. THE EFFECT The effect of this Resolution is that the Members will be requested to approve the amendment of the Company s existing MoI, to enable the Company and its Board to operate more efficiently and effectively. The Directors Report is aimed at assisting Members to make considered assessment in deciding how to vote. 4. ORDINARY RESOLUTION Following on from the acceptance and approval of the preceding Special Resolution, this Resolution is necessary to authorize the Directors and / or the Company Secretary to take such steps and sign and file such documents as may be necessary to give effect to the Special Resolution with or without modifications, as decided by the Members in the General Meeting. 33

35 5. VOTING AND PROXIES 5.1 Please refer to the attached Proxy form and notes, entitling each Member who is entitled to attend and vote at the General Meeting to appoint a proxy to attend, speak and vote or abstain from voting in his / her /its stead. The proxy need not be a Member of the Company. 5.2 For the purposes of Section 63 (1) of the Companies Act any person attending or participating at a General Meeting is required to present a reasonably satisfactory identification to the satisfaction of the presiding Chair. Forms of identification include valid Identity documents, driver s licences or passports. 5.3 If an appointment of a proxy is revocable the Member may revoke the proxy appointment by: (i) cancelling it in writing or (ii) making a later inconsistent appointment of a proxy or (iii) delivering a copy of the revocation instrument to the proxy and the Company. By order of the Board 34

36 RSVP QUALITY VACATION CLUB MANAGEMENT ASSOCIATION NPC Please complete and forward the information below to VRS on or before 25 September 2015 in order for the Management Company to make the necessary arrangements. Kind Regards, Marjorie Forssman Name: Member Number: We kindly accept: YES NO Number of people: Fax: (012) RSVP QUALITY VACATION CLUB MANAGEMENT ASSOCIATION NPC Voltooi en stuur asseblief die inligting hieronder aan VRS voor of op 25 September 2015 om die Bestuursagent in staat te stel om die nodige reëlings te tref. Vriendelike Groete, Marjorie Forssman Naam: Lidnommer: Ons neem uitnodiging aan: JA NEE Aantal persone: Faks: (012) E-pos: 35

37 36

38 ANNUAL GENERAL MEETING PROXY FORM QUALITY VACATION CLUB MANAGEMENT ASSOCIATION NPC Reg No: 2007/001866/08 FORM OF PROXY FOR USE BY SHAREHOLDERS AT THE ANNUAL GENERAL MEETING OF QUALITY VACATION CLUB MANAGEMENT ASSOCIATION NPC, TO BE HELD AT THE HOTELVERDE, NO 15 MICHIGAN STREET, AIRPORT INDUSTRIA, CAPE TOWN ON FRIDAY, 2 OCTOBER 2015 AT 11H00. I/We Member No: Of Number of Units / Votes: Hereby appoint of Or failing him / her of Or failing him / her the Chair of the Meeting as my Proxy to vote on my 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 AGAINST ABSTAIN Approval of Auditors Remuneration Appointment of Auditors Election and appointment of Directors Directors standing down and available for re-election: H van Zyl JW Meyer New Nominees (See Website and enclosed CV s) (Indicate instruction given to Proxy by means of a cross in the space provided.) Unless otherwise instructed, the Proxy may vote as he/she thinks fit. Signature Signed at this day of Note: 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 of Trust) must be attached to this form. The completion and lodging of this form of Proxy will not preclude the relevant member from attending the meeting, speaking and voting in person thereat, to the exclusion of any Proxy appointed in terms thereof, should such member wish to do so. P.T.O ALGEMENE JAARVERGADERING VOLMAG VORM QUALITY VACATION CLUB MANAGEMENT ASSOCIATION NPC Reg Nr: 2007/001866/08 VOLMAG VIR GEBRUIK DEUR AANDEELHOUERS BY DIE ALGEMENE JAARVERGADERING VAN QUALITY VACATION CLUB MANAGEMENT ASSOCIATION NPC, WAT GEHOU SAL WORD TE DIE HOTEL VERDE, NR. 15 MICHIGAN STRAAT, AIRPORT INDUSTRIA, KAAPSTAD OP VRYDAG, 2 OKTOBER 2015 OM 11H00 Ek/Ons Lid Nr: Van Aantal Klubeenhede / Stemme: Stel hiermee aan van Of indien nie hy / sy nie van Of indien nie hy / sy nie, die Voorsitter van die Vergadering om as sy Gevolmagtigde te stem op die Algemene Jaarvergadering van die Maatskappy, wat gehou word op die bogenoemde dag en by enige verdading daarvan en soos volg te stem: Goedkeuring van Ouditeursvergoeding Aanstelling van Ouditeure Verkiesing en aanstelling van Direkteure TEN GUNSTE TEEN BUITE STEMMING Direkteure wat afstaan en beskikbaar is vir heraanstelling: H van Zyl JW Meyer Nuwe Nominasies (Verwys asb na die Webtuiste en ingeslote CV s) (Dui opdrag aan Gevolmagtigde aan by wyse van n kruis in die ruimte hierbo voorsien.) Tensy andersins opgedra, kan my Gevolmagtigde stem soos hy/sy goeddink. Handtekening Geteken te hierdie dag van Note continued: Any member entitled to attend and vote is entitled to appoint a Proxy, to attend, vote or speak in his/her stead and such Proxy need not also be a member of the Company. This Proxy form should be forwarded to reach the registered office of the Company, for the attention of the Managing Agent by no later than 48 hours before the meeting. If these requirements are not fulfilled the Proxy will be null and void. Facsimile & copies must be verified by the Chair before commencement of the meeting to be eligible for acceptance. 37

39 38

40 QUALITY VACATION CLUB MANAGEMENT ASSOCIATION NPC REG NO: 2007/001866/08 NOMINATION OF DIRECTORS / NOMINASIE VAN DIREKTEURE I/We nominate and propose the following persons to serve as Directors on the Board of the Quality Vacation Club Management Association NPC. Ek/Ons benoem en stel die volgende persone voor om te dien as Direkteure op die Raad van Quality Vacation Club Management Association NPC. Name of Nominee Naam van Genomineerde Member Number Lid Nommer Acceptance * Aanvaarding * The nominee to sign this form in acceptance of the nomination and to submit an abridged CV (if not already sent) indicating their proposed contribution to the Company. Die genomineerde moet hierdie vorm teken as aanvaarding van die nominasie en ook n verkorte CV (indien nog nie voorsien nie) wat hul bydrae tot die Maatskappy uiteensit, aanheg. This duly completed nomination form and the abridged CV must reach VRS at least 48 hours prior to commencement of the meeting. Hierdie voltooide vorm en die verkorte CV moet VRS ten minste 48 uur voor aanvang van die vergadering bereik. Proposer/Voorsteller Date/Datum Fax:

41 40

42 GENERAL MEETING PROXY FORM QUALITY VACATION CLUB MANAGEMENT ASSOCIATION NPC Reg. No: 2007/001866/08 FORM OF PROXY FOR USE BY MEMBERS AT THE GENERAL MEETING OF QUALITY VACATION CLUB MANAGEMENT ASSOCIATION NPC, TO BE HELD AT THE HOTEL VERDE, NO.15 MICHIGAN STREET, AIRPORT INDUSTRIA, CAPE TOWN, ON FRIDAY, 2 OCTOBER 2015 IMMEDIATELY FOLLOWING THE DISSOLUTION OF THE ANNUAL GENERAL MEETING WHICH COMMENCES AT 11H00. I/We Member No: Of Number of Units / Votes : Hereby appoint of Or failing him/her of Or failing him/her the Chairman of the Meeting as my proxy to vote on my 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 AGAINST ABSTAIN Special Resolution To abrogate in its entirety and replace the existing Memorandum of Incorporation (MoI) of the Company with the new MoI tabled at the meeting (initialled by the Chair of the meeting for purposes of identification) with effect from the date of filing of the notice of Amendment with the Companies and Intellectual Property Commission (CIPC) Ordinary Resolution : That following on from the acceptance and approval of the preceding Special Resolution that the Directors and/or the Company Secretary are hereby duly authorised to take such steps and sign and file such documents as may be necessary to give effect to the Special Resolution, with or without modifications, as decided by the Members in the General Meeting (Indicate instruction given to Proxy by means of a cross in the space provided.) Unless otherwise instructed, the Proxy may vote as he/she thinks fit. Signature Signed at this day of Note: 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 or Trust) must be attached to this form. The completion and lodging of this form of proxy will not preclude the relevant Member from attending the meeting, speaking and voting in person thereat, to the exclusion of any Proxy appointed in terms thereof, should such Member wish to do so. P.T.O. ALGEMENE VERGADERING VOLMAG VORM QUALITY VACATION CLUB MANAGEMENT ASSOCIATION NPC Reg. No: 2007/001866/08 VOLMAG VIR GEBRUIK DEUR LEDE BY DIE ALGEMENE VERGADERING VAN QUALITY VACATION CLUB MANAGEMENT ASSOCIATION NPC, WAT GEHOU SAL WORD TE HOTEL VERDE, NR. 15 MICHIGAN STRAAT, AIRPORT INDUSTRIA, KAAPSTAD OP VRYDAG, 2 OKTOBER 2015 DIREK NA DIE ONTBINDING VAN DIE ALGEMENE JAARVERGADERING WAT OM 11H00 BEGIN. Ek/Ons Lid Nr: Van Aantal Klubeenhede / Stemme: Stel hiermee aan van Of indien nie hy/sy nie van Of indien nie hy/sy nie, die Voorsitter van die Vergadering om as sy gevolmagtigde te stem op die Algemene Jaarvergadering van die Maatskappy, wat gehou word op die bogenoemde dag en by enige verdaging daarvan en soos volg te stem: Spesiale Besluit : Om die huidige Akte van Inlywing te herroep en te vervang met die nuwe Akte van Inlywing soos ter tafel gelê, en deur die Voorsitter onderteken is vir identifikasiedoeleindes. Die datum van in werking treding sal die datum wees waarop CIPC die nuwe Akte van Inlywing aanvaar. TEN GUNSTE TEEN BUITE STEMMI NG Gewone Besluit : Om die Direkteure en die Maatskappy Sekretaris te magtig om die nodige stappe te neem om die nodige dokumentasie te onderteken en te liasseer ten einde uitvoering te gee aan Spesiale Besluit soos hierbo uiteengesit. (Dui opdrag aan Gevolmagtigde aan by wyse van n kruis in die ruimte hierbo voorsien.) Tensy andersins opgedra, kan my gevolmagtigde stem soos hy/sy goeddink. Handtekening Geteken te hierdie dag van Note continued: Any Member entitled to attend and vote is entitled to appoint a Proxy, to attend, vote or speak in his / her stead and such proxy need not also be a Member of the Company. This proxy form should be forwarded to reach the registered office of the Company, for the attention of the Managing Agent by no later than 48 hours before the meeting. If these requirements are not fulfilled the proxy will be null and void. Facsimile & copies must be verified by the Chair before commencement of the meeting to be eligible for acceptance. 41

43 42

44 Notes 43

45 Notes 44

46 Annual General Meeting & General Meeting 2015 Annual General Meeting & General Meeting 2 October 2015 Enclosed herewith documents relating to Quality Vacation Club Annual General Meeting & General Meeting for 2015 For more information contact: VRS - Vacation Recreational Services: Managing Agent Building No. 1 Mooikloof Office Park East c/o Atterbury & Jollify Main Road Mooikloof Pretoria 0059 Tel: +27 (0) Fax: +27 (0) P.O. Box Menlo Park The Annual General Meeting & General Meeting will be held on the 2nd of October 2015 at 11h00 at the Hotel Verde, Cape Town International Airport, 15 Michigan Street, Airport Industria, Cape Town Mooikloof Office Park East, c/o Atterbury and Jollify Main Road, Mooikloof, 0059

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