Notice of a Special General Meeting of Members of …

1 1 Notice of a Special General Meeting of Members of the Marina martinique Homeowners association (NPC) (MMHOA) registration number 1990/007381/08 Dear Member The association is holding a Special General Meeting on Wednesday 29 June 2016. Members are urged to attend this very important Meeting or vote in advance for the proposed resolution to replace the current Articles of association with a new Memorandum of Incorporation. Please note that only Members in good standing may: (1) appoint a proxy, (2) attend, (3) speak at (4) and vote on any matter at this Meeting . Good standing has the meaning that all accounts with the association are paid up to date. The return date for establishing Good Standing shall be the date of this Notice of a Special General Meeting . The association through the Board of Directors is pleased to present to Members the new Memorandum of Incorporation (MOI) for consideration as it is more fully motivated in the enclosed proposal for a Special Resolution.

2 In terms of the Companies Act 71 of 2008 Notice of such Meeting should be given to Members not less than 15 business days before the Meeting . The voting process and procedure and the proxy appointment to be followed is fully described in a Voting Guideline enclosed as annexure 1, but for further clarity the following shall apply; Each member in good standing shall, under cover of a separate communique, receive a Ballot Paper to enable them to cast a vote directly on the proposed resolution. This ballot paper should then be treated as described in the attached guideline to be eligible. We urge Members to please follow this procedure carefully. Members unable to attend the General Meeting is encouraged to cast their vote on the ballot paper and submit it in the format and manner prescribed in the guideline. Members may however also appoint any individual as Proxy (who need not be a member) to attend, speak at or vote on behalf of the member at the Meeting .

3 The Proxy appointment shall be sent to Members on request. Contact the offices of the association should you require a Proxy form. (Contact detail as per Annexure one) These Ballot Papers and/or Proxy forms must reach the Independent Auditors at least two (2) business days before the scheduled Meeting date to be eligible. (See annexure 1 for detail of the Auditors) Members able to attend the Meeting should please bring the Ballot Paper to the General Meeting as it will facilitate a smoother process. They may also submit the Ballot paper as directed in the Voting Guideline prior to the Meeting . Members (or their Proxies) attending the Meeting in person may not deposit a Ballot Paper in the Ballot Box on behalf of another member not able to attend in person. ANNEXURES: 1. Instruction for completion and submission of the Ballot Paper and Proxy for casting of votes on a Special Resolution Proposed. 2. Pro Forma Ballot Paper; Special Resolution 3.

4 Form of Proxy 4. Special Resolution proposing the Adoption of a new Memorandum of Incorporation. 5. Minutes of the Special General Meeting of 27 June 2015 2 6. Draft Memorandum of Incorporation not included herewith: This is a 64-page document and Members are requested to visit the Website of the association to view the full document at A printed copy shall be made available to any member on request. Agenda: 1. Welcome and establishment of a quorum 2. Minutes of the General Meeting 27 June 2015 3. Resolution for consideration: Special Resolution: Proposed Memorandum of Incorporation for Adoption by Members 4. Voting 5. General Discussion on Security Enhancements and improved Access Control. 6. Closure Date: Wednesday 29 June 2016 Venue: Arthur Fennell Hall Marina martinique 1110 Dolphin Drive Aston Bay, 6332 Meeting Time: Strictly 10h00 (The doors will be closed at 10h00) registration : 08:00 to 09h45 Identification: Members attending the AGM should bring along any of the following identification documents: A South African ID book or card, South African Driver's License or a Passport.

5 3 ANNEXURE 1; Marina martinique Homeowners association (NPC) (MMHOA) registration number 1990/007381/08 Instruction for completion and submission of the Ballot Paper for casting of votes on a Resolution Proposed: This BALLOT paper must be completed by Members in good standing by indicating with a X IN ONE OF THE APPROPRIATE VOTE COLUMNS: IN FAVOUR OF; AGAINST; OR ABSTAIN As member, or duly authorised representative of a member (if other than a natural person) you are requested to cast your vote for the Resolution described on this Ballot Paper. This ballot paper must be submitted to the appointed Auditors of the association from time to time. It may only be submitted to the Auditors in one of the following methods: Via e mail: To the e mail address and contact person of the auditors in PDF or other encrypted format duly completed and electronically signed by the member or, in the case of a legal entity its duly appointed representative. Any and all alterations must be signed.

6 If not so signed the ballot may be declared void and will not be considered in determining the vote. Via Facsimile: To the fax number and contact person of the Auditors, signed by the member or, in the case of a legal entity its duly appointed representative. Any and all alterations must be signed. If not so signed the ballot may be declared void and will not be considered in determining the vote. Personal Delivery or via Courier Company: In a sealed envelope at the physical address of the Auditors clearly marked Ballot Paper, Marina martinique Homeowners association , signed by the member or, in the case of a legal entity its duly appointed representative. Any and all alterations must be signed. If not so signed the ballot may be declared void and will not be considered in determining the vote. At the offices of the association : In a sealed envelope to be deposited in a locked box provided for this purpose, signed by the member or, in the case of a legal entity it s duly appointed representative.

7 Any and all alterations must be signed. If not so signed the ballot may be declared void and will not be considered in determining the vote. The contents of the Ballot box will be delivered to the Auditors on behalf of the Members at least 2 business days before the scheduled Meeting date. No facsimile or e-mailed Ballot papers will be accepted at the Offices of the association . At the General Meeting by Members present in person: The Ballot Paper may also be completed and deposited in the Ballot box provided at the General Meeting , when called on to do so by the Chairperson of the Meeting . Members should bring the pre-completed Ballot Paper with them to the Meeting . No member present at the Meeting may deposit the Ballot paper of another member in the Ballot Box. Members able to attend may also submit their Ballot Papers in the manner contemplated above and need not wait until the General Meeting . 4 Members who prefer the appointment of a Proxy may do so by completing the enclosed Proxy Form.

8 The Proxy Form must be submitted in any one of the same methods applicable to the Ballot paper. Should a member consider a Proxy appointment instead of casting a direct vote using the Ballot Paper the individual so appointed, if a member, shall be a member in good standing. The Board recommends the use of the Ballot Paper as an easier method to participate in the Meeting should you be unable to attend. CONTACT OF AUDITORS: E Mail address: Contact person: Elzaan Waldeck Facsimile number: +27(0)86 658 8473 Contact person: Attention Elzaan Waldeck Physical address: 54 Voortrekker Road, Humansdorp, 6300 Postal address: Box 271, Humansdorp, 6300 (Physical Address of the association where the Sealed/Locked Ballot Box will be kept.) Marina martinique Homeowners association , 1110 Dolphin Drive, Marina martinique , Aston Bay. 5 Marina martinique Homeowners association (NPC) (MMHOA) registration number 1990/007381/08 ANNEXURE 2: Ballot Paper for a Special resolution; DRAFT ONLY: NOT FOR VOTING: CONFIDENTIAL PROXY AND BALLOT PAPER Special RESOLUTION (TO BE COMPLETED BY OFFICE) NAME of Member SURNAME: ID: To be completed by member or in the case of a Legal Entity the duly appointed representative.

9 ADDRESS: (Marina erf or unit name & number) NUMBER OF VOTES: To be completed and signed by member: DESCRIPTION OF RESOLUTION IN FAVOUR RESOLUTION: (MARK WITH X ) AGAINST RESOLUTION: (MARK WITH X ) ABSTAIN (MARK WITH X ) 1. Special RESOLUTION to adopt a new MOI, more fully described in Annexure 4, to replace the current AoA. DATE: _____ SIGNATURE: _____ A Special Resolution requires that at least 75% of Members present in person or by proxy at every General Meeting of the association and entitled to vote, must vote in favour of such resolution for it to be adopted provided that a quorum of at least 25% of the Voting Power is established. NB: Only Members in Good Standing as defined in the AoA of the association may vote. 6 Marina martinique Homeowners association (NPC) (MMHOA) registration number 1990/007381/08 DRAFT ONLY ANNEXURE 3: Proxy Form FORM OF PROXY FOR USE AT A General Meeting OF THE MARINA martinique HOME OWNERS association For use at the Special General Meeting of June 2016 of the Home Owners association scheduled for 10h00 on 29 June 2016, at the Arthur Fennell Hall, 1110 Dolphin Drive Marina martinique .

10 I/We (Full name and Surname/Legal Entity Name of member) being a member in good standing as defined in the Articles of association of the MMHOA (NPC) .. owning Erf, No/Unit No & Name. _____having _____ ordinary votes in the Homeowners association of (address)_____ Telephone number: _____ E Mail Address: _____ Appoint (see Note 1) 1. Full name surname and ID number: ---------------------------------------- ---------------------------------------- ---------------------------------------- --------------- (Or failing him) 2. _____ (Or failing him) 3. The Chairman of the MMHOA (NPC) as my/our proxy to act for me/us at the Special General Meeting for the purposes of considering and, if deemed fit, passing the Special and ordinary resolutions to be proposed there at and at each adjournment thereof and to vote for and/or against the resolutions and/or abstain from voting in accordance with the following: . 7 Resolutions For Against Abstain Special RESOLUTION to adopt a new MOI, more fully described in Annexure 4, to replace the current AoA.