Robert Perez Secretary. August 10, Notice of Annual Meeting GRCLT Condominium, Inc. Dear Marriott Grand Residence Club SM at Lake Tahoe Member:

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1 August 10, 2012 RE: Notice of Annual Meeting GRCLT Condominium, Inc. Dear Marriott Grand Residence Club SM at Lake Tahoe Member: The 2012 Annual Meeting of the GRCLT Condominium, Inc., will be held at 1:00 p.m., Pacific time, on October 4, 2012, at the Embassy Suites Lake Tahoe Hotel & Ski Resort, (See Reader Board for meeting room location), 4130 Lake Tahoe Boulevard, South Lake Tahoe, California The purpose of the meeting is to review the operations of the Association, conduct any other business which may be presented at the meeting and to consider the following: Election of two (2) members to the Board of Directors Treatment of Excess Operating Income The following Annual Meeting materials are enclosed for your review: Proposals to be considered Biographical Sketches of the candidates for the Board of Directors Minutes from the 2011 Annual Meeting Voting Methods Limited Proxy If you are unable to attend in person, you may cast your vote(s) electronically through the Internet at proxyvoting.com/mvci by 11:59 p.m., Eastern time, on September 27, The Internet voting procedures are designed to authenticate votes cast by use of a personal control number found on your Limited Proxy. Or vote by marking, signing, and dating your Limited Proxy and returning it in the prepaid envelope to: Proxy Services Corporation, P.O. Box 9001, Brentwood, New York by October 4, If you vote on the Internet, please do not mail your Limited Proxy. If you have any questions about your Limited Proxy or the information enclosed, please contact Greg Campbell, General Manager, at or by at greg.campbell@vacationclub.com. Whether or not you plan to attend the Annual Meeting, I encourage you to vote promptly. If the quorum requirement is not met, the Association will incur additional expense to re-notice Owners in order to obtain the votes required to hold the Annual Meeting. Your vote and participation are important to the Association. Sincerely, Robert Perez Secretary GRCLT Condominium, Inc.

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3 GRCLT Condominium, Inc Annual Meeting Proposals 1. Election of two (2) Members to the Board of Directors (Item 2 on your Limited Proxy) Two (2) Members will be elected to the Board of Directors each to serve a two-year term. Because you are electing two (2) Members to the Board, you are entitled to two (2) votes for each interest you own. You may cast your votes in any whole number increment you desire (cumulative voting applies). Your vote is automatically multiplied by the number of interest owned. Example: Mr. Smith is the Owner of a thirteen (13) week interest and is therefore entitled to twentysix (26) votes (number of weeks owned [13] multiplied by [2] the number of Board Members to be elected). He may cast his votes in any whole number he desires. If he chooses to split his votes between two (2) candidates, he may write in 13 (thirteen) in the # of votes space next to the name of Candidate A and 13 (thirteen) in the # of votes space next to the name of Candidate B. Alternatively, Mr. Smith may choose to allocate his twenty-six (26) votes in any other manner he sees fit. Total Votes 26 Candidate A # of votes: 13 Candidate B # of votes: 13 See the Biographical Sketches for a summary of the candidates. Note: The box labeled Total Votes will indicate the total number of votes you may cast. 2. Treatment of Excess Operating Income (Item 3 on your Limited Proxy) Excess operating income is not anticipated; however, should there be a membership income operating surplus at the end of 2012 operations, a vote of the Members of GRCLT Condominium, Inc., is required to treat that excess, if any, as a carryover to offset the next year s expenses. Rolling the income to the following year may save the Association money when compared to reimbursing a small amount of money to each Owner. Your Board of Directors recommends a vote FOR this issue.

4 GRCLT Condominium, Inc Annual Meeting Biographical Sketches of Candidates for the Board of Directors The candidates are listed in alphabetical order. Name: Home: Occupation: Comments: Name: Home: Occupation: Comments: Robert Bell Reno, Nevada Lawyer, Part-Time Judge Currently, I serve as Vice President of the Board of Directors, representing Marriott Grand Residence owners. As a lawyer, judge and arbitrator for over twenty years, as well as having served on other homeowner boards, I can provide a unique perspective on the Board's operations furthering the needs of the owners. I am fortunate to live in Reno and I am present on the property on a regular and frequent basis allowing me to become personally acquainted with key staff, identifying problem areas, and bringing concerns directly to the attention of the Board. I believe this hands-on approach is valuable not only to the Board, but to all owners collectively. During these challenging economic times, and as an owner at our exceptional property, I will continue to work diligently for the owners and to uphold the highest possible Grand Residence standards which will be of value to us all. Robert Perez San Ramon, California Real Estate Broker/Owner and Property Manager of Pan American Real Estate I am a Marriott owner since 1992 and my GRC ownership started in I graduated UCLA with a B.A. in Economics focused on management and finance. I have run my own Real Estate and Property Management Firm since My passion is to effectively and efficiently allocate resources. The key to every successful business is increase revenues and lower costs. We need the "Voice of the Owner" on the board and I feel we have that ability to get in touch with each of you and be your voice. We want to be contacted and approachable so that you can be heard. I have served on the board for two years and currently hold position of secretary. I have been able to bring up many issues sent to me by owners. I ask for your vote to continue serving you, the owner. Thank you for this opportunity to serve you.

5 GRCLT Condominium, Inc. Annual Meeting October 11, 2011 The Annual Meeting of the GRCLT Condominium, Inc. was held on October 11, 2011, at Embassy Suites Hotel, 4130 Lake Tahoe Blvd., South Lake Tahoe, California, Present from the Board of Directors were: David Bier, President; Robert Bell, Vice President; Gary Giboney, Treasurer; Robert Perez, Director; and Lewis Feldman, Director Absent from the Board of Directors were: Craig Robinson, Secretary; and John Albert, Director Present from Marriott Vacation Club International were: Jane Berg, Regional Vice President-West Region; Greg Campbell, Area General Manager; Pete Bunce, Director of Finance; Gerry De Young, Director of Engineering; Patricia Schille, General Manager, Marriott s Timber Lodge; Scott Wilkerson, Regional Director of Finance-West Region; Kenny Richardson, Chief Engineer; Brian Cinadr, Assistant Controller and Christine Michniuk, Executive Assistant acting as Recording Secretary Members present are as evidenced by the sign-in sheet to be attached to the approved minutes of record. CALL TO ORDER The meeting was called to order by David Bier at 1:05 p.m., Pacific time. ESTABLISHMENT OF QUORUM Mr. Bier reported that the quorum requirement of 15% of the Association Membership being represented either in person or by Limited Proxy had been met. A motion was made by Gary Giboney to submit the list of Members and Proxies to be the official list of voting Members for the 2011 Annual Meeting. The motion was seconded by Robert Perez and unanimously carried. APPOINTMENT OF RECORDING SECRETARY Mr. Bier appointed Christine Michniuk as Recording Secretary. PROOF OF NOTICE OF ANNUAL MEETING The Notice of Annual Meeting was mailed to all Members of record on August 12, The Affidavit of Mailing was filed with the Association records. APPROVAL OF AGENDA A motion was made by Lewis Feldman to approve the Agenda. The motion was seconded by Robert Perez and unanimously carried. APPROVAL OF THE 2010 ANNUAL MEETING MINUTES A motion was made by Lewis Feldman to approve the October 12, 2010 Annual Meeting Minutes. The motion was seconded by Robert Bell and unanimously carried. APPOINTMENT OF INSPECTOR OF ELECTION Mr. Bier appointed Gerry De Young as Inspector of Election. Mr. Bier asked Members present to turn in any outstanding ballots or proxies to Mr. De Young.

6 BOARD OF DIRECTORS REPORT Mr. Bier presented the Board of Directors Report. Highlights included: The Board of Directors meets at least four times a year and are all very active at the property throughout the year The Board of Directors are very aware of the financial state of the economy and the Members In preparing the 2012 Budget, the Board of Directors made many adjustments and considerations, including analyzing individual line items and adjusting the renovation funding in order to lessen the budget increase this year; this will be the fifth year in a row that the increase has gone down The approved Reserves Fund items, such as the new key lock system and the upcoming new fire pit, have a direct impact on the customer experience, guest satisfaction, and rental occupancy RESORT OPERATIONS REPORT Greg Campbell provided the Resort Operations Report. Highlights included: Quarter Three Guest Satisfaction Scores in both service score categories and product score categories increased over the previous year scores The Green Committee focused on recycling and implementing initiatives to improve energy efficiencies The brand has introduced two new green initiatives; the in room Sonoma Soap program and the Clean the World program starting later this year that recycles all the partially used soap and shampoo New members of the team were introduced FINANCIAL REPORT Peter Bunce presented the Financial Report. Highlights included: The 2012 Budget will increase 4.8%; this includes a 2.3% increase in operating expenses and a 9.8% increase in Reserves The main drivers of this increase are insurance costs and Reserve funding The 2011 Operating Fund cost will be $ 4,562,923 The 2011 Reserve Fund cost will be $ 2,499,146; this increase is necessary to fund the future case goods and soft goods refurbishments The total 2012 Budget including maintenance fees is $7,062,069. VOTING RESULTS Gerry De Young announced the voting results: David Bier, Gary Giboney, and James Deatherage were each elected to serve a two-year term Treatment of Excess Operating Income passed NEW BUSINESS The 2012 Annual Meeting is tentatively scheduled for October 4, ADJOURNMENT A motion was made by Lewis Feldman to adjourn the meeting at 1:32 p.m., Pacific time. The motion was seconded by Robert Perez and unanimously carried. These minutes are subject to approval at the 2012 Annual Meeting

7 Voting Methods The accompanying Notice of Annual Meeting describes important issues affecting the Association. To vote: 1. By Internet a. Log onto proxyvoting.com/mvci, 24 hours a day, seven days a week by the deadline of 11:59 p.m., Eastern Time, on September 27, b. Enter the control number that appears on your Limited Proxy. c. Follow the simple instructions. 2. By Mail a. Mark your selections on the enclosed Limited Proxy. b. Date and sign your name exactly as it appears on your Limited Proxy. c. If you will not be able to attend the Annual Meeting, please appoint a proxy holder to vote on your behalf. You may appoint the designated proxy holder named on your Limited Proxy, or you may write in the name of another person that you wish to act as your proxy holder. The person you designate must be in attendance at the Annual Meeting. d. Mail the Limited Proxy in the enclosed postage-paid envelope.

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