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Sabie River Share Block Limited

Annual Reportfor the year ended 31 December 2015

Sabie River Share Block LimitedAnnual Financial Statementsfor the year ended 31 December 2015

COMPANY INFORMATION

Registration number: 1963/003920/06Registered 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’ Responsibilty 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 - “A” and “C” Class Shareholders 13

• Statement of Comprehensive Income - “B” Class Shareholders 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 - “A” and “C” Class Shareholders 23 - 24

Minutes of the Previous Annual General Meeting 25 - 30

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 Sabie River Share Block Limited, supervised the preparation of the annual financial statements.

1

Chairman’s Annual Review for the Year Ended 31 December 2015


It gives me great pleasure, on behalf of the Board, to report to our

Shareholders on the operation and developments of this past year

at Sabi River Sun Resort. We welcomed our new General Manager,

Wayne Wilson who moved to us from Gold Reef City bringing with

him a wealth of experience, operational skills and vision. One of

Wayne’s immediate major undertakings was the Hotel refurbishment.

We congratulate Wayne and his team on an extremely well organized

and successfully managed project which meant the Hotel opened

on schedule in October 2015. The fresh smart new hotel rooms and

more spacious bathrooms with walk in shower are now in line with

the chalets décor and standard. We have received numerous

positive feedback from our guests with International Tour Companies

once again re-booking tours. This newly refurbished hotel has also

contributed towards raising our combined EGuest score to a

phenomenal rating of 89%. The Resort was extremely proud to be

honoured by the Kruger Lowveld Chamber of Business and Tourism

with the 2015 Environmental Award. On Social Media sites such as

Trip Advisor, the Resort received the 2015 Travellers Choice Winner

award. The Resort is rated as Select Status by Interval International

and Gold Crown with RCI.

Occupancy

Occupancy for the year increased consistently with the Resort

achieving its highest score on record of 90.49% in the winter months

of the third quarter. The year to date occupancy increased year on

year from 82.65% (2014) to 84.97%.

Financial Results for the Year Ended 31 December 2015

Shareholders are referred 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 24 and is presented as

supplementary information to Shareholders. I will 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 as set out on page 13 in this Annual Report, reflects

a surplus of R12,204m (2014: R10,299m) after taxation which was

transferred to the reserve for property, plant and equipment.

Income

The net income increased compared to 2014, with interest income

significantly higher than the previous year due to the increase in interest

rates. The decrease in the sale of fixed assets resulted from the bulk of

the sale taking place in 2014, following the chalet refurbishment in that

year. Management continues to seek ways of increasing revenue

particularly from short term rentals.

Expenditure

Total expenditure for the year was R22.470m (2014: R22.032m). This

was an increase of 2%, which was well below inflation and an excellent

achievement by any standard. Major expense variances are as follows:

• Rooms – Rooms expenditure increased year-on-year by 0.8%

with above inflationary increases in guest entertainment, guest

supplies, laundry, security and replacement of cutlery, crockery,

linen and towels. The increase in security followed a further

increase in the number of guards at night due to criminal activity

in the area. Laundry costs increased following the outsourcing

of the laundry, which also resulted in savings in cleaning services

and cleaning supplies. Replacement of linen is ongoing from

2014 due to the constant problem of brown water staining the

linen.

• Administration and General – There was a 3.7% increase in

administration and general expenditure in comparison with 2014.

Above inflationary increases were recorded in data processing,

following a service agreement entered into with Di Data,

marketing, provision for doubtful debt and subscriptions following

an agreement with PRU Medical and fuel.

• Electricity, Water and Refuse – The increase in electricity, water

and refuse at 6.6% was well within the tariff hikes imposed by

Eskom. We are continuing with the changeover of all the

electric bulbs to the energy saving LED’s, whilst the heat pump

installation is now completed.

• Repairs and Maintenance – Repairs and Maintenance

expenditure was up on 2014 by 5.9%. Above inflationary increases

were recorded in airconditioning following a new biannual service

agreement entered into, now that all the chalets have been fitted

with the new energy efficient airconditoning units, fire equipment

with repairs to various water pumps, security fence for repairs to

the beams and electrical boxes, major R&M following major

repairs to the sewerage rotor arm and vehicles repairs carried

out on the maintenance and housekeeping utility club cars.

Significant savings were recorded in room care due to the

completion of the chalet refurbishments and sewerage treatment.

• Estate Maintenance – Estate maintenance showed an increase

of 6.8% in line with the budget increase for the outside garden

and grounds contractor and golf subscriptions.

• Capital Charges - Capital charges were down on 2014 due to

the drop in the property assessment rates following the rezoning

of the property.

• Management Fee – The management fee increased in terms of

the management agreement.

Statement of Financial Position

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

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

financial position of the Company as at 31 December 2015. The

reserve for property, plant and equipment for the Timeshare Chalets

has increased to R17,178m from R15,797m at December 2014. Total

capital expenditure was R10,823m (2014: R12,270m) while cash and

cash equivalents amounted to R29,190m (2014: R29,200m).

2



The following major capital expenditure was incurred during the year:

Gabion wall/desilting R 3,448,994

Generators R 3,225,575

Chalet refurbishments R 2,610,619

Golf course pathways R 370,000

Curtains R 177,450

Patio roofs R 164,280

Utility vehicle R 113,241

Heat pumps R 72,169

Bath R 64,300

Irrigation upgrade R 54,839

Oven hoods & hobs R 53,958

Graphics - lounge R 47,361

Water purification plant R 45,944

Airconditioners R 45,472

Two way radios R 30,750

Dixon mower R 22,797

Sky lights R 22,760

Pool resurfacing R 27,588

Extractor fans R 22,440

Safes R 19,400

Sewerage plant R 18,020

Honey Sucker R 17,925

Chalet gardens R 15,819

Refurbishment

Although occurring in early 2016, I should like to report the very

unfortunate incident of fire which destroyed two chalets. Thankfully

no-one was injured and fortunately there was no strong wind at the

time. The Management team responded swiftly and professionally,

containing the fire and thus mitigating any further damage to any

other chalets. This incident was managed extremely well, which is a

testament to the ongoing staff fire and safety training. Owners of

these two chalets were offered points to bank with Sunswop so that

they could take up their occupation at the Resort or at another resort

of their choice. In the rebuild of these two chalets, the Board will have

ample opportunity to consider ways to improve layout and

décor in preparation for the chalet interior refurb in the 10 year capex

plan. The new curtains are now all installed as well as the new graphic

over the fire place. New sink drainage baskets have been installed

as well as new toiletry organizers in the bathroom and shower. Work

continues on the patio roof repairs. Final snagging is ongoing to

check and rectify any defects found.

Resort Facilities

Along with the rest of the Lowveld, our Resort experienced very dry

weather with below average rainfall and extreme temperatures. This

has taken its toll on the golf course and gardens. Local area water

restrictions were enforced and are still in place. Mark Pain, our

Golf Course Superintendent and his able team have had to exercise

great ingenuity to maintain the greens during the drought conditions.

Apart from the usual treatments to curb weed infestations on the

greens and fairways, such as dollar spot and fairy ring, the extremely

hot weather increased outbreaks of bugs, termites and ants which

required special treatment. The “heart” of the course, the pump

house, was overhauled, repainted and a brand new pump installed.

With the water levels in the dams being so low, it afforded an easier

opportunity to clean the suction filters, repair any damaged irrigation

pipes so that the water quality used on the greens was not

compromised.

Preparation for the installation of the weather station was made which

when in operation will provide live information regarding the weather

at the Resort. The cementing of the pathways continued and is hoped

to be completed by 2018.

The newly commissioned generators are now complete with sound

attenuating walls and shrubbery used to minimize noise. Along with

the refurbishment of the hotel, Tsogo Sun financed a refresh to the

restaurant area to improve the flow at the buffet which is a great

improvement especially when tour groups are visiting and the

restaurant is busy. The menu has also been re-energised with new

tasty additions and offerings from our resident chef. Special evenings

are held with great offers for the timeshare owners. To promote the

Resort’s individuality, the new Sabi River Sun logo was launched

together with the new hotel and has been well received. As part of

the celebrations on the completion of the refurbishment of the hotel

a tree was planted on the western end of the hotel building as a

commemoration .

Although silt had been removed on either side of the car bridge in

2014, it had built up again together with alien vegetation and wild

bush. The Board was concerned that should it rain, the bridge could

be damaged. After eliciting professional opinion and quotations, a

suitable solution was found. The first phase involved amongst others

earthworks, concrete works, construction of the gabion wall and the

construction of the 20m sedimentation trap in front of the 14th tee

box. Phase two involved removing the silt between the vehicle bridge

and footbridge. The third phase is to build the concrete weir in front

of 15th green and the fourth and final phase to clear the hippo dam.

The de-silting of the river and dam was halted for a period of time

during which the authorities visited the Resort to ensure proper

procedure was followed. After amicable discussion and the building

of a good working relationship with the authorities, all parties were

able to recognise the benefit to the Langspruit river with the removal

of silt and alien vegetation. The completion of the de-silting is hoped

to be completed in latter part of 2016.

To further increase security of the Resort, new entrance arrival

processes are being tested at the main gate entrance in order to

provide management with up to date information of guests, owners,

visitors and contractors on the property.

I would like to remind all, that a visit to the Spa is well worth it after a

great day of game viewing, touring or golf. Owners are also reminded

to avail themselves of game specials offered by the Sabi River Sun

Golf Club. We encourage you to contact Wayne Wilson or the Golf

Club Manager, on 013 737 4600 for details.

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 are of a good quality. The overall

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

intensive industry.

3



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 remainder. Sabie River owners deposited 1,409 units with

SunSwop for 2015 compared to 1,378 during 2014.

VOASA

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

Protection Act, the Consumer Goods and Services Ombudsman

(CSGO) 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.

Social and Ethics Committee Report

The Social and Ethics Committee comprising the General Manager

and our two directors Ian Cruickshank and Ajith Ramsarup have had

a successful year, furthering initiatives to make a sustainable

difference in the social and economic community. Good

environmental best practice is an ingrained ethic at the Resort with

ongoing projects of recycling as well as Bokashi waste management

and use, creating compost, productive herb and vegetable gardens,

and water and power preservation. With the staff participation in

environmental engagement and implementation of health and

public safety measures, the emphasis encourages integrity and ethics

in all aspects of running of the Resort. The Directors determine general

policy for the Committee, which the Committee then implements

during the year.

As in past years, the Resort supported and celebrated annual events

such as Casual Day, Heritage Day, National Bandana Day, Arbour

Day and Earth Hour. I am proud to say through participation and

fund raising, the various surrounding community bodies as well as

other organisations are reaping the benefits such as Cansa

Shavathon, Wildlife Trust, Sizabantwana School and Reach for a

Dream Foundation. Funds raised were utilised to increase the number

of drop-in centres, made of converted containers, for after school

care. Books were also collected to increase the library of

Sizabantwana School. For Mandela Day, the local Shabalala

Community Clinic was painted, renovated and an old computer

donated along with desks and chairs. One day a month a staff

member spends time at the clinic with roof repairs, waterproofing

and painting. During the year, a new initiative was born in our Tsogo

Sun Resorts, namely to contribute seed funding of R100k a year

towards one selected community project. These funds are from

Sundry Revenue only and it is hoped to not only unlock further outside

contributions, but to stamp a sense of sustainability and continuity

of support. Sizabantwana school was chosen to receive this

contribution.

With the de-silting project underway the Social and Ethics committee

has seen a potential enterprise project development by using the

silt to make bricks. It creates a good use for the silt now and in the

future and could possibly provide a source of income for the local

community members. The bricks produced could also be used in

any building projects at the Resort.

The Resort was very proud when Franco Seaman and Chef Cindy

Thomas took second place in the Tsogo Sun Food and Beverage

Innovation course in Cape Town. We are very fortunate to be able

to enjoy this high standard of cuisine at our Resort.

Staff training included the often forgotten maintenance teams who

worked on actual projects honing their skills such as previously

mentioned at Shabalala clinic. Training was conducted on the use

of Merlin, the new Software Cloud based program which has proved

most effective.

The BBBEE verification certificate by Empowerdex for Tsogo Sun

Holdings Ltd. which includes all timeshare properties is rated as a

Level Two Contributor. We are indeed also proud that Trip Advisor

rated our Resort highly.

A great vote of thanks for the meaningful commitment of the Social

and Ethics Committee and all staff for their most willing and worthy

efforts in contributing their part to the improvement of those less

fortunate in the communities.

Companies Act Requirements

The drafting of the Sabie River Share Block Memorandum of

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

be 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 Sabie River Share Block Proprietary 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 5 to 7 and ask that if you are unable to

be present, to kindly remember to complete and forward the

important proxy form.

Conclusion

In conclusion I would like to express my thanks to my fellow Directors

whose combined knowledge, experience and vision are most

appreciated. The dedication of their time and effort has ensured

careful and well calculated decisions and prudent expenditure. Your

Board strives to not only maintain the high standards of the Resort

but to continually envision and budget for improvements and

innovations that raise the bar and provide an even better guest

experience on each visit. Our grounds and golf course would not

be what they are without Mark Pain and his team and a special

thanks to them particularly in such testing, dry conditions. Your Board

is excited about the new look Sabi Resort experience and are planning

for exciting new projects in the new year. Well done to Wayne and

his team whose friendliness, willingness to help and loyalty are to be

commended. Sabi River Resort is truly a very special piece of heaven.

Deon ViljoenChairman

4


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 shareholders

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 others

the motions to approve the special and ordinary resolutions required

to adopt the proposed Memorandum of Incorporation. The proposed

MOI is available online at www.suntimeshare.co.za or from the Resorts

Company Secretary, Umhlanga Sands Resort, Umhlanga Rocks.

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 Memorandum of

Incorporation 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 Memorandum of

Incorporation and annexures thereto with the Companies and

Intellectual Property Commission (CIPC).

Members who are unable to attend the Annual General Meeting

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 if a quorum is not present at the time appointed

for the meeting to begin, 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 13h00 on Thursday 14 July 2016.

By order of the Board

Southern Sun Secretarial Services Proprietary Limited

Secretaries

30 June 2016

Registration No. 1963/003920/06

Directors Report to the Shareholders

5

Registration No. 1963/003920/06


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

as at that date were compelled to apply the provisions of the

Companies Act, 71 of 2008, contained in the standard Memorandum

of Incorporation 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 effective 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.

Sabie River 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 Sabie River. 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,

Sabie River 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

Sabie River Share Block Limited to Sabie River 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 Memorandum of

Incorporation 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 Memorandum of Incorporation (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

Sabie River Share Block Limited Registered Office Private Bag X200, Bryanston, 2021Registration Number: 1963/003920/06 Palazzo Towers East Telephone (031) 561 2204(“the Company”) Montecasino Boulevard Facsimile (031) 561 7334 Fourways, 2055 Email: [email protected]

Notice of Meeting

Notice is hereby given that the 25th Annual General Meeting of the Shareholders of the Company will be held at on Tuesday, 19 July 2016 at 13h00 at Garden Court OR Tambo International Airport, 2 Hulley Road, Kempton Park, Johannesburg, for the following purposes:

Note: Should the Meeting not achieve the adequate quorum the Annual General Meeting will be postponed and held again on Tuesday 26th July 2016 at 13h00 at the same venue.

Agenda

1. Constitution of the Meeting, Welcome and Apologies2. To confirm that a quorum is present for the passing of Ordinary and Special Resolutions3. 3.1 To adopt the Minutes of the Annual General Meeting held on 23 July 2015. 3.2 To adopt the Minutes of the Informal 24th Annual General Meeting held on 23 July 2015. 3.3 To adopt the Minutes of the Postponed 24th Annual General Meeting held on 30 July 2015.4. Matters Arising from the Minutes of the previous Annual General Meeting5. 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 “A” and “C” class shareholders) to the Board for the ensuing year. The following Directors retire at the Annual General Meeting, but being eligible, are available for re-election. • Ian Cruickshank • Ray Jeffray • Ajith Ramsarup • Anthony Ridl The Board is limited by the Articles of Association to thirteen in number, the “A” and “C” class shareholders together being entitled to appoint four Directors, the “D” class shareholders being entitled to appoint two Directors and the “B” class shareholders being entitled to appoint the remaining Directors. The “D” class shares have not been issued. The other Directors currently in office are Messrs Viljoen, Boshoff, Tyali, Whiteboy, Wilson and Ms Stevenson, who are appointed by the “B” class shareholders. It would facilitate secretarial procedures if nominations for the appointment of those Directors representing “A” and “C” class shareholders could be received by no later than 13h00 on Thursday, 14 July 2016 at the registered office of the Company or email address. 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 Ian Cruickshank, Ray Jeffray and Anthony Ridl.9 Directors Report10. Special and Ordinary Resolutions for consideration and if deemed fit, to approve with or without amendment, each of the following Resolutions: 10.1 Special Resolution 1: Convert the Company from a public company to a private company 10.2 Special Resolution 2: To change the name of the Company to reflect the change of designation to a private company 10.3 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. 10.4 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)11. To table, for discussion, the insured value of the Property12. General Managers Report13. 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 10h00 on Thursday 14 July 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 24 June 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 theCompany by no later than 13h00 on Thursday, 17 July 2016. A proxy form is enclosed for this purpose.

By order of the BoardSouthern Sun Secretarial Services Proprietary LimitedSecretaries30 June 2016

7

Sabie River Share Block Limited Registered Office Private Bag X200, Bryanston, 2021

Registration Number: 1963/003920/06 Palazzo Towers East Telephone (031) 561 2204

(“the Company”) Montecasino Boulevard Facsimile (031) 561 7334

Fourways, 2055 Email: [email protected]

Form of Proxy for use by Shareholders at the Annual General Meeting of the Company to be held on Tuesday 19 July 2016. The proxy given

will also stand should the Meeting be postponed to 26 July 2016.

Form of Proxy

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

of Chalet ...................., 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

• Ian Cruickshank

• Ajith Ramsarup

• Ray Jeffray

• Anthony Ridl

Resolution 4:Elect Audit committee

• Ian Cruickshank

• Ray Jeffray

• Anthony Ridl

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 13h00 on Thursday, 14 July 2016.

8

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

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 17 May 2016 and are signed by:

DP Viljoen IGS Cruickshank

Chairman Director (Chairman - Audit Committee)

Declaration by the Company Secretary

I hereby confirm, in my capacity as Company Secretary of Sabie River 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.

GE Stevenson

For Southern Sun Secretarial Services Proprietary Limited

Statement 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 audit committee comprises of three independent non-executive directors being Ian Cruickshank (Chairman), Raymond Jeffray

and Anthony Ridl.

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.

Ian Cruickshank

Chairman

17 May 2016

Report 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 and its subsidiary owns the land and buildings known as Sabie River Resort which comprises of a hotel and a chalet timesharing scheme. The chalets are utilised by the "A" and "C" 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.

The “B” class member has the right of use of the hotel property excluding the timesharing chalets.

The “D” class shares of the Company convey to the “D” class members the right to occupy continuous ownership chalets. No continuous ownership chalets were erected during the year and no “D” class shares have been issued.

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 additions 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 R12,203,785 (2014: R10,298,641) 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 chalet and hotel buildings and their contents, dam wall and bridges are insured at current replacement values under an All 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.

Report of the Directors for the Year Ended 31 December 2015


11

5 Directors and Secretary The Directors in office during the year under review and at the date of this report are: Representing “A” and “C” class shareholders IGS Cruickshank * RDT Jeffray * AN Ridl * AB Ramsarup Representing the “B” class shareholders DP Viljoen Chairman PJ Boshoff L Tyali GE Stevenson WG Whiteboy W Wilson Appointed 1 March 2015 * Audit Committee Members 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, of which Mr J Boshoff is a Director. 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 financial statements, that would affect the financial position of the Company or the results of its operations significantly. 8 Holding Company The holding Company is Southern Sun Hotel Interests Proprietary Limited, a Company registered in the Republic of South Africa. The ultimate holding Company is Tsogo Investment Holding Company Proprietary Limited, a Company registered in the Republic of South Africa. 9 Subsidiary The following information relates to the Company’s financial interest in its subsidiary, which did not change during the year. Sabie Golf Proprietary Limited is a property company which owns the land portions 27 and 31 of the farm “Perry’s Farm” No 9, White River. Golf holes 7 - 12 are located on this land. No of Shares Shares Shares % holding at cost R Sabie Golf Proprietary Limited 1 100% 1 The Directors are of the opinion that it would be of no real value to members to prepare group financial statements, as the only asset of the subsidiary is a property and the subsidiary does not trade.

Report of the Directors for the Year Ended 31 December 2015


12

To the Shareholders of Sabie River Share Block Limited

We have audited the financial statements of Sabie River 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 Sabie River Share Block Limited as at31 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 24 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 RandelhoffRegistered Auditor Durban17 May 2016

Report of the Independent Auditors


13

Note 2015 2014 R R

Income 33 239 893 31 219 944 Levy income 32 362 428 30 267 102 Other income 877 465 952 842 Expenses (22 470 135) (22 032 490) Levy surplus before interest and taxation 3 10 769 758 9 187 454 Net finance income 4 1 937 781 1 549 894 Levy surplus before taxation 12 707 539 10 737 348 Income tax expense 5 (503 754) (438 707) Levy surplus for the year 12 203 785 10 298 641

Statement of Comprehensive Income - “B” Class Shareholders for the year ended 31 December 2015

2015 2014 R R Revenue Levy income 192 061 284 556 192 061 284 556 Expenses Audit fees (6 000) (6 000)Rates (186 061) (278 556) (192 061) (284 556) Levy surplus for the year - -

Statement of Comprehensive Income - “A” and “C” Class Shareholders for the Year Ended 31 December 2015


14

Notes 2015 2014 R R ASSETS Current assets Trade and other receivables 6 3 375 392 2 439 128 Levies receivable 7 512 883 544 478 Cash and cash equivalents 29 190 127 29 200 312 Total current assets 33 078 402 32 183 918 Total assets 33 078 402 32 183 918 EQUITY Capital and reserves Share capital 11 13 926 13 926 Reserve for property, plant and equipment - “A” and “C” class shareholders 8 17 177 850 15 797 041 Total equity 17 191 776 15 810 967 LIABILITIES Non-current liabilities Exchange fee rebate 492 765 729 291 Total non-current liabilities 492 765 729 291 Current liabilities Trade and other payables 9 4 663 157 6 095 741 Levies received in advance 10 226 950 9 109 212 Current tax liabilities 503 754 438 707 Total current liabilities 15 393 861 15 643 660 Total liabilities 15 886 626 16 372 951 Total equity and liabilities 33 078 402 32 183 918

Notes 2015 2014 R R Share capital 131,770 - “A” Class ordinary shares of 1 cent each 1 318 1 318 1,197,000 - “B” Class ordinary shares of 1 cent each 11 970 11 970 63,820 - “C” Class ordinary shares of 1 cent each 638 638 Ordinary shares at beginning and end of year 11 13 926 13 926 Reserve for property, plant and equipment - “A” and “C” class shareholders At beginning of year 15 797 041 17 768 110 Levy surplus for the year 12 203 785 10 298 641 Property, plant and equipment additions and replacements during the year 8 (10 822 976) (12 269 710)At end of year 17 177 850 15 797 041

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

Statement of Financial Position as at 31 December 2015


15

2015 2014 R R

Cash flow from operating activities Levy surplus before taxation for the year transferred to the “A” and “C” classshareholders reserve for property, plant and equipment 12 707 539 10 737 348 Adjustments for: Net interest received (1 937 781) (1 549 894) Non cash items - Movement in exchange fee rebate (236 526) (236 525)Net surplus before working capital changes 10 533 232 8 950 929 Changes in working capital - Movement in levies receivable 31 595 (119 177) - Movement in trade and other receivables (936 264) 645 915 - Movement in levies received in advance 1 117 738 1 428 659 - Movement in trade and other payables (1 432 584) 2 014 255 Cash flows from operating activities 9 313 717 12 920 581 Net interest received 1 937 781 1 549 894 Tax paid (438 707) (361 734)Net cash inflow from operating activities 10 812 791 14 108 741 Cash flow from investing activities Property, plant and equipment additions and replacements (10 822 976) (12 269 710)Net cash outflow from investing activities (10 822 976) (12 269 710) Net movement in cash and cash equivalents (10 185) 1 839 031 Cash and cash equivalents at beginning of year 29 200 312 27 361 281 Cash and cash equivalents at end of year 29 190 127 29 200 312

Statement 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 assumptions and estimates were 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.

Notes to the Annual Financial Statements for the Year Ended 31 December 2015


17

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 flow at cost. 1.6 Revenue recognition Revenue is stated exclusive of value-added tax. Levy revenue is recognised when the right to occupation arises. Interest income is recognised as it accrues, taking into account the effective yield on the asset. 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. 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.



18

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 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 in respect of levies due. There is no significant concentration of credit risk on amounts due by shareholders. The Company invests its 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. 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 5 067 443 4 549 836 - contributions to retirement funds 301 573 334 355 Management fees 2 068 728 1 950 711 Audit fees 136 102 107 812 Professional fees 480 131 431 Other operating expenses 14 895 809 14 958 345 22 470 135 22 032 490 4 Net finance income Interest earned on fixed deposits, call deposits and current account 1 939 947 1 639 307 Interest paid (2 166) (89 413) 1 937 781 1 549 894 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 Sec 10(1)e of the Income Tax Act. Current 503 754 438 707 503 754 438 707 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. The holder of the “B” class shares has, in terms of the Articles of Association, indemnified the holders of the “A”, “C” and “D” class shares against payment of taxation which may arise on income derived from the hotel property trading operations or on the distributable reserves of the Company. This indemnification does not apply to contributions made by the holders of the “A”, “C” and “D” class shares to the levy fund or income from the investment of such contributions. 6 Trade and other receivables

Trade receivables 260 639 - Other receivables 91 172 68 882 Receiver of Revenue - Vat 1 070 555 708 412 Prepayments (Refer Note 13) 1 107 300 1 158 463 Interest receivable 845 726 503 371 3 375 392 2 439 128



20

2015 2014 R R

7 Levies receivable Levy debtors 287 388 394 594 Repossessed debtors 315 902 196 149 Provision for repossessed debtors (90 407) (46 265)- Opening balance (46 265) (26 510)- Movement (44 142) (19 755) 512 883 544 478 8 Reserve for property, plant and equipment - “A” and “C” class shareholders At beginning of year 15 797 041 17 768 110 Levy surplus for the year 12 203 785 10 298 641 28 000 826 28 066 751 Property, plant and equipment additions and replacements during the year (10 822 976) (12 269 710)At end of year 17 177 850 15 797 041

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 for 2016 of R13,912,614 (2014: approved R10,585,192 for 2015) which it is anticipated will decrease the reserve fund by R1,768,622 (2014: decrease by R92,484 in 2015). There were capitalcommitments made at year end of R725,539 (2014: R2,610,619). 9 Trade and other payables Sundry payables (Refer Note 13) 897 419 569 496 Accruals (Refer Note 13) 995 950 629 281 Provision for audit fees 108 047 104 940 Southern Sun Hotel Interests Proprietary Limited (Refer Note 13) 2 419 015 4 549 298 Southern Sun Timesharing Resales Proprietary Limited (Refer Note 13) 6 200 6 200 Exchange fee rebate 236 526 236 526 4 663 157 6 095 741 10 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: - Portion 20 of "Perry's Farm" No 9, White River, with hotel buildings thereon. - Portion 25 of "Perry's Farm" No 9, White River - Portions 20 and 25 have been consolidated into Portion 26 of the farm "Perry's Farm" - Subsidiary's land consisting of Portions 27 and 31 (a consolidation of Portion 28 and 29) of the farm "Perry's Farm" No 9, White River.

Land and buildings were originally purchased for R19,661,853 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 R98,500,000 for rates purposes. There are no bonds on the property.



21

2015 2014 R R

11 Share capital Authorised Ordinary shares 133,000 - “A” Class ordinary shares of 1 cent each 1 330 1 330 1,197,000 - “B” Class ordinary shares of 1 cent each 11 970 11 970 152,000 - “C” Class ordinary shares of 1 cent each 1 520 1 520 114,000 - “D” Class ordinary shares of 1 cent each 1 140 1 140 15 960 15 960 Issued Ordinary shares 131,770 - “A” Class ordinary shares of 1 cent each 1 318 1 318 1,197,000 - “B” Class ordinary shares of 1 cent each 11 970 11 970 63,820 - “C” Class ordinary shares of 1 cent each 638 638 13 926 13 926 Voting Rights The “A”, “B”, “C” and “D” class shares have equal voting rights. Dividends Only the “B” class shareholders have the right to dividends. Winding-up In terms of the Memorandum of Incorporation, should the Company be wound up and have funds remaining for distribution to members, after paying all liabilities other than the loan obligation, the liquidator shall obtain a separate valuation for the land, hotel buildings and chalets. An amount equal to the fair value of the land will be distributed to the holder of the "B" class shares. The balance available for distribution will be distributed to the holders of the “A”, “B”, “C” and “D” class shares in the proportion of the values of the chalets and the hotel buildings respectively. Such distribution will be deemed to firstly discharge the members loan and thereafter, a liquidation dividend. Unissued shares In terms of an option, the unissued “A”, “C” and “D” class shares may be subscribed for by Southern Sun Hotel Interests Proprietary Limited prior to the development of additional chalets on the Company’s property. 12 Capital commitments The Company is responsible for a portion of the annual subscriptions of the Sabie River Bungalows Golf Club and during the year contributed R1,738,279 (2014: R1,635,792). This expense is reflected under Estate Maintenance in the “A” and “C” class shareholders’ statement of comprehensive income. 13 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: Management fee 2 068 728 1 950 711 Levy administration and collection fee 184 570 174 411



22

2015 2014 R R

13 Related party transactions (continued) During the financial year the Company paid membership fees to Sunswop (a division of SSHI), which is affiliated to Interval International. Sunswop exchange services 682 200 861 487 During the financial year the Company paid the following SSHI internal charges:

- Information technology administration charge 236 513 186 014 Most expenses of the Company are paid by Sabi River Sun Hotel, a division of SSHI, and reimbursed by the Company. In addition, 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 and certain maintenance and operating lease contracts, are recovered from the Company via Sabi River Sun Hotel. Due (to)/by SSHI and its subsidiaries: - included in Payables (Refer Note 9) (2 439 475) (4 927 045)- included in Receivables (Refer Note 6) 168 112 80 193 (2 271 363) (4 846 852) In addition, Southern Sun Timesharing Resales Proprietary Limited ("SSTR"), on behalf of the Company, provides a rental service and recovers levies from the sale and rental of timeshare weeks. Balance owing to SSTR (Refer Note 9) (6 200) (6 200) The following entities, related through common directorship, own units in the Company as follows:

Levies Number of Levies paid received in units advance R 2015 - shareholding AB Ramsarup - The Leisure Holiday Club 91 602 820 256 225 DP Viljoen - Sunswop (a division of SSHI) 9 59 580 13 850 AN Ridl - Club Leisure Group 163 1 095 420 611 885 2014 - shareholding AB Ramsarup - The Leisure Holiday Club 91 563 290 172 120 DP Viljoen - Sunswop (a division of SSHI) 9 55 710 13 240 AN Ridl - Club Leisure Group 151 893 900 523 650 14 Directors emoluments The Directors do not receive any remuneration for their services to the Company, but are reimbursed for costs incurred on the Company’s business. 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. All costs relating to the Directors representing the “B” class shareholders are bourne by SSHI.



23

2015 2014 R R

INCOME Levies 32 362 428 30 267 102 Sale of capital assets 34 152 178 544 Sundry income - telephone, rentals and penalties etc 843 313 774 298 33 239 893 31 219 944 EXPENDITURE

Rooms Expenses Cleaning supplies 11 522 20 023 Guest entertainment - videos, cocktails, games and prizes 98 572 75 985 - M-Net 277 696 246 445 Guest supplies 156 943 127 707 Laundry 654 842 251 179 Personnel costs - outside services 2 240 430 3 303 320 - salaries and wages 1 713 668 1 722 145 Pest control 95 862 85 051 Replacement of cutlery, crockery, linen, towels, uniforms etc 726 055 391 946 Security services 1 588 543 1 282 482 7 564 133 7 506 283 Administration and General Auditors remuneration - current year 113 258 104 900 - prior year (over)/provision - (25 840)- expenses 22 844 28 752 Bank charges 26 962 33 406 Consultancy fees - 131 431 Credit card commission 138 704 135 221 Data processing 675 539 591 161 Donations - 1 386 Insurance - excess 38 899 - - premiums 57 920 118 533 Internal audit fees 41 211 Legal fees 480 - Levy collection fee 184 570 174 411 Licences and permits 42 366 46 898 Loss on repossessed debtors 36 202 85 788 Marketing 21 250 14 957 Penalties 30 594 - Personnel costs - salaries and wages 2 470 911 2 147 358 Postage (1 921) (212)Balance carried forward 3 899 789 3 588 150

Unaudited Supplementary Schedules to the Financial StatementsDetailed Levy Fund Operating Statement - “A” and “C” Class shareholders for the Year Ended 31 December 2015


24

2015 2014 R R

Balance brought forward 3 899 789 3 588 150 Printing and stationery 100 691 129 562 Provision for repossessed debtors 44 142 19 755 Railage, cartage and hire transport 7 647 5 484 Subscriptions 59 868 18 000 Sunswop exchange service 682 200 861 487 Telephone 95 971 106 280 Travel - management and directors 62 567 65 240 Vehicles - fuel and oil 151 738 127 602 5 104 613 4 921 560 Electricity, Water and Refuse Electric bulbs 41 573 24 806 Electricity, fuel and water 1 422 198 1 348 645 1 463 771 1 373 451 Repairs and Maintenance Airconditioning 85 821 46 220 Buildings 86 336 95 493 Electrical and mechanical 122 010 166 259 Engineers tools 13 027 4 695 Fire equipment 141 733 39 744 Furniture and fixtures 42 831 45 219 Painting and redecorating 8 101 15 699 Personnel costs - salaries and wages 1 184 437 1 014 688 Major repairs and maintenance 414 583 247 181 Plumbing and heating 68 563 60 731 Radio and TV 7 189 13 953 Room care 210 054 456 238 Sewerage treatment - 101 924 Swimming pool cleaning and repairs 27 427 20 728 Security Fence 55 623 12 496 Vehicles 14 096 3 112 2 481 831 2 344 380 Estate Maintenance 3 268 801 3 059 497 Capital Charges Annual report and statutory costs 41 470 196 214 Furniture and equipment leases 90 000 87 026 Municipal rates and taxes 386 788 593 368 518 258 876 608 Management Fee 2 068 728 1 950 711 Total Expenditure 22 470 135 22 032 490 Excess of income over expenditure before finance income and taxation 10 769 758 9 187 454 Net finance income Net interest received 1 937 781 1 549 894 Excess of income over expenditure before taxation 12 707 539 10 737 348 Taxation 503 754 438 707 Excess of income over expenditure after taxation for the year transferred to the“A” and “C” class shareholders reserve for property, plant and equipment 12 203 785 10 298 641

Unaudited Supplementary Schedules to the Financial StatementsDetailed Levy Fund Operating Statement - “A” and “C” Class shareholders for the Year Ended 31 December 2015


25

DRAFT Minutes of the Annual General Meeting of Members for the year ended 31 December 2014 held on Thursday, 23 July 2015 at 13h00, in the Imbizo Room, Garden Court OR Tambo International Airport, Kempton Park

1. CONSTITUTION OF THE MEETING, WELCOME AND APOLOGIES The Chairman, Deon Viljoen, welcomed all Shareholders to the Annual General Meeting of the Company and thanked them for taking the time to attend. The notice of Meeting had been properly given but the necessary quorum in terms of the Companies Act was not present so the Meeting could not be declared duly constituted. While there were sufficient Shareholders personally present, the Shareholders together with proxies, did not meet the minimum shareholding requirement of 25% of all voting rights entitled to be exercised at the Meeting. In these circumstances the Meeting was therefore automatically postponed by one week from today to Thursday 30 July 2015, at the same place and time, when all Shareholder attendees would be deemed to constitute the required quorum.

The Chairman noted that in light of the fact that this Meeting was not duly constituted and that no quorum was present, nor was there a quorum at last year’s Annual General Meeting or at the Informal Meeting, he wished to note that the Informal Meeting Minutes from the previous year would not be raised as an Agenda item and was to be ignored. The Chairman proposed that the Meeting continue on an informal basis per the Agenda on page 6 of the Annual Report and reminded attendees that no resolutions may be carried while proposals may be discussed and put forward as recommendations, to be proposed and adopted at the Postponed Annual General Meeting, to take place the following week.

2. CLOSURE/ CONCLUSION The Chairman declared this Meeting duly postponed 13h03, by one week.

Read and confirmed this _____________ day of _____________________________ 2016.

____________________ Chairman


DRAFT Minutes of the Informal Meeting of Shareholders held on Thursday 23 July 2015 at 13h04, in the Imbizo Room, Garden Court OR

Tambo International Airport, Kempton Park, following the postponement of the Annual General Meeting of Shareholders for the

Year Ended 31 December 2014

CONSTITUTION OF THE MEETING, WELCOME AND APOLOGIES

The Chairman thanked the Shareholders who had taken the time to attend the Annual General Meeting and following the notification of

the postponement, proposed that the Meeting continue on an informal basis and that the Agenda for the Annual General Meeting be

followed. The Meeting agreed the proposal. The Chairman noted that this year was hopefully the last year it would be necessary to hold

the postponed Annual General Meeting. The delay was mainly a technical issue and he noted that all discussions and recommendations

would be noted for proposal and adoption at the Postponed Annual General Meeting, the following week.

The Chairman introduced the following Directors, members of Management and invitees:

Wayne Wilson - New General Manager of the Resort and Director representing the B class Shareholders

Ian Cruickshank - Shareholder and Director, representing the A and C class Shareholders

Raymond Jeffray - Shareholder and Director, representing the A and C class Shareholders

Anthony Ridl - Shareholder and Director, representing the A and C class Shareholders

Ajith Ramsarup - Shareholder and Director, representing the A and C class Shareholders

Lubabalo Tyali - Director representing the B class Shareholder

Warren Whiteboy - Director representing the B class Shareholder and Resorts Financial Manager

Donna Brough - Sabi River Sun Resort Financial Controller

Georgina Stevenson - Director representing the B class Shareholder and the Secretaries, Southern Sun Secretarial Services

(Proprietary) Limited

Lisa Sutton - Secretary to the Company Secretary

The Chairman wished Mr Wilson all the best in his success at the Sabi River Sun Resort and noted that Mr Wilson had settled in very well

and quickly. Apologies were recorded from Mr Boshoff, a Director representing the B class Shareholder.

As at previous Annual General Meetings, the Chairman would Chair the Meeting for the adoption of the previous year’s Minutes and

thereafter for the remainder of the Meeting, beginning with the election of the Directors, Mr Cruickshank would take over the Chair for

matters concerning the “A” and “C” class Shareholders.

1. MINUTES OF PREVIOUS ANNUAL GENERAL MEETING

As the quorum, according to the Companies Act, was not present at the 2013 Annual General Meeting, the Shareholders present had

agreed to continue the Meeting on an informal basis. The postponed Meeting on 31 July 2014 took place and the Shareholders present

at that Meeting, having constituted the required quorum, agreed and adopted matters raised at the informal Meeting of 24 July 2014.

Subsequently there were two sets of Minutes to adopt today.

The Minutes of the Annual General Meeting for the year ended 31 December 2013 held on 24 July 2014 as well as the Minutes of the

Postponed Annual General Meeting held on 31 July 2014, were recommended for approval and adoption as a correct record of the

proceedings, at the Postponed Annual General Meeting, to be held the following week.

2. ANNUAL FINANCIAL STATEMENTS

Item 2 on the Agenda was Resolution 1, to receive and adopt the Annual Financial Statements for the year ended 31 December 2014 and

for this Resolution, the Chairman, in terms of Good Corporate Governance, handed the Chair over to Mr Ian Cruickshank.

Mr Cruickshank took the Chair to discuss these matters as the financial statements were the concern of the “A” and “C” class Shareholders.

Mr Cruickshank welcomed all to the Meeting. He had reviewed the Annual Financial Statements and reported that the Auditors,

PricewaterhouseCoopers Incorporated, were satisfied with the way in which the Share Block Company was being managed. Mr Cruickshank

noted that the Annual Financial Statements for the financial year ended 31 December 2014, read together with the Chairman’s Review,

fully covered the activities of the Company for the period under review and he had nothing further to add. He therefore called for the

recommendation that the Annual Financial Statements of the Company for the year ended 31 December 2014 be approved and adopted

at the Postponed Annual General Meeting, the following week.

The motion to recommend the adoption the Annual Financial Statements for the year ended 31 December 2014 at the Postponed Annual

General Meeting to be held the following week, was agreed.

26


3. RE-APPOINTMENT OF AUDITORS

As Chairman of the Audit Committee, Mr Cruickshank recommended the next item on the Agenda, being to re-appoint

PricewaterhouseCoopers Incorporated as Auditors of the Company. No objections were recorded. The Meeting approved the

recommendation that the proposal to re-appoint PricewaterhouseCoopers Incorporated be carried to the Postponed Annual General

Meeting, to be held the following week. Mr Cruickshank handed back the Chair to the Chairman for the remainder of the Meeting.

4. RETIREMENT AND RE-ELECTION OF DIRECTORS

Item 4 on the Agenda was Resolution 3, to elect Directors (representing the Timesharers) to the Board for the ensuing year. Mr Cruickshank,

Mr Jeffray, Mr Ramsarup and Mr Ridl automatically retired at this Annual General Meeting but were eligible and available for re-election.

No nominations for Director had been received prior to the Meeting. In terms of the Companies Act, the appointment of each Director

had to be voted individually. No objections were recorded and Messrs Cruickshank, Jeffray, Ramsarup and Ridl were recommended for

appointment as Directors of the Company, on an individual basis, at the Postponed Annual General Meeting, to be held the following

week. The Chairman noted that the Directors worked on a voluntary basis and he extended a very special thank you to each Director. The

Meeting extended a round of applause to the Directors.

5. APPOINTMENT OF DIRECTORS AS MEMBERS OF THE AUDIT COMMITTEE

Item 5 on the Agenda was to appoint Directors as members of the Audit Committee. The Companies Act required that three Directors be

appointed as members of the Audit Committee by the Shareholders. The Chairman proposed that Mr Cruickshank, Mr Jeffray and Mr Ridl

be appointed as members of the Audit Committee. The Meeting approved the recommendation that Messrs Cruickshank, Jeffray and

Ridl be appointed as Members of the Audit Committee at the Postponed Annual General Meeting, to be held the following week.

6. REPORT OF SOCIAL AND ETHICS COMMITTEE

Item 6 on the Agenda was the report of the Social and Ethics Committee, which was a requirement of the Companies Act and covered

the Company’s involvement in Good Corporate Governance, Corporate Social Investment, Compliance with Broad Based Black Economic

Empowerment, Environmental Best Practice as well as Staff Training and Development. The report formed part of the Chairman’s review

for the year. The Chairman requested and it was agreed that the Meeting continue with the Agenda and to end with Mr Wilson’s presentation

as it would include activities and updates on the Resort.

7. INSURED VALUE OF THE PROPERTY

Item 7 on the Agenda was to table for discussion, the insured value of the property, as approved by the Directors in terms of the Use

Agreement. Mr Whiteboy advised that the insured value of the property, as approved by Quantity Surveyors, Brian Heineberg and Associates,

was R261,947,270. The Directors were confident that the necessary processes had been followed and due diligence conducted. The Meeting

recommended the approval of the total insured value of R261,947,270 (property R229m and furniture, fittings and equipment R33m) to be

tabled at the Postponed Annual General Meeting to be held the following week.

8. GENERAL

8.1 Shareholders’ Correspondence: Wilma Roome

Mrs Roome had suggested that more benches be placed on the property by the river and on the Golf course. The Chairman noted

that the Board had held at a Meeting prior to this Meeting and had discussed the suggestion. The Board had requested that Mr

Wilson discuss with the golfing community, where there were opportunities to place more benches without disrupting the flow of

play or attracting grouping at the benches with people streaming across fairways. A Shareholder noted that most of the benches

were donated by a number of well known people and enquired whether they would still be accommodated. The Chairman replied

that donated benches would be accommodated upon request but that it would not be advertised or promoted. It was preferable

for trees to be donated rather than benches. Another Shareholder suggested that the benches placed around the property be

adequately concreted into the ground so that they were not moved or damaged by the strong winds that had occurred in the past.

Another Shareholder suggested that if owners wished to place a name plaque onto a bench in memory of a loved one, that the

donation be made to a charity of Mr Wilson’s choice. A lady Shareholder noted that the benches around the river had been washed

away. A visitor may walk around the Resort with ample seating while there was not enough around the river with large gaps between

each bench. The Chairman thanked the Shareholders for their valuable feedback. Mrs Brough advised that the cost to donate a

bench was R3k while the donation of a tree was R750, both options included a plaque.

8.2 Report of the Social and Ethics Committee

Mr Wilson thanked all Shareholders for attending the Annual General Meeting and stated that he was enjoying working at Sabi River

Sun and that it was a privilege for him to meet everyone.

27


The eGuest satisfaction survey result for January - December 2014 was 88.38%, just below the 90% target. The Resort had scored higher at

4.48 out of 5 against regional RCI results, which covered categories of hospitality, check-in/out, Resort maintenance, unit maintenance

and housekeeping. QPro food, safety and hygiene audits were conducted to assess the kitchen’s hygiene and occupational safety and

an overall 80% was achieved, which was higher than the target of 75%. The internal KPMG audit achieved an overall 89% which was

slightly below the target of 90% however still a good score. Mr Wilson advised that there were a couple of areas for the team to focus on

and he had no doubt that the scores would improve in the next year. There was a new housekeeping team and a new executive

housekeeper, which was already doing a superb job and making improvements. The Hotel refurbishment would also include a new design

and flow to the restaurant and food and beverage offering which would also increase scores by focussing on Guest experiences and

attention to detail.

The Resort supported the annual Cansa Shavathon in February 2014 with a goal of raising R10k towards the charity. Mr Wilson was pleased

to confirm that R15k was raised at the end of the extremely fun day with staff and Guests getting involved. He presented some fun slides

from the day’s activities and noted that staff were already making plans for the 2016 Cansa Shavathon fundraiser.

Collateral was sold in the Pro Shop to raise funds for the Save the Rhino Trust, which was very dear to the staff members’ hearts. Earth Hour

was again supported with a candlelit dinner and Guests were invited to attend and switch off all lights for the hour. Mr Wilson noted that

good attendance and support was received. Guests were also quite willing to sign on the commitment banner in support of having a

more positive impact on our environment.

The Resort continued to support Sizabantwana School in Hazyview and was raising funds to purchase and install a solar geyser for one of

their drop-in centres. A drop-in centre was where the pupils gathered after school to receive assistance with homework and receive a

cooked meal before going home to their single parents or orphanage.

The Tekkie Tax fundraiser was supported to raise funds for CHOC House. Old linen and operational equipment was donated to drop-in

centres of Sizabantwana and this totalled an equivalent monetary value of R385k for the year. Two managers from Sizabantwana were,

in partnership with The Cullinan Hotel, flown to Cape Town and accommodated in order to attend a care giver conference. This donation

towards training had amounted to approximately R36k. Mandela Day was supported with staff giving of their time to Hosana Community

Projects to help paint and renovate the Shabalala Community Clinic. The Resort also donated an old computer to the clinic to help them

capture patient data and Resort staff would return to continue assisting in the renovation, as the clinic had no maintenance programme

or funding in place.

The Desilting project was underway and quite exciting to watch progress. The first silt trap was constructed to catch the silt and with the

silt having been removed from the dam, the benefit was already plainly visible. Mr Wilson presented a “before and after” slide of the dam

which showed an amazing transformation with good environmental impact which not only looked great but attracted more hippos and

crocodiles to the property a secondary benefit to the property. The property upstream had been desilting their dam each year which was

clear and well kept with no alien vegetation. Sabi River Sun was installing the second gabion wall to further improve and sustain the desilting

process thus having an even greater impact on the property. Mr Wilson showed a slide of 30-35 hippos laying in the sun and noted that

they now often walked all the way up to the car bridge.

Slides were presented of the Hotel refurbishment programme which commenced mid-June 2015 and was due to be completed first week

of October 2015. While the Hotel was closed, the entire external facade would change by removing the balconies, changing the air

conditioning units to split units and hidden by louvers, installing divider walls at every second room for privacy and painting the outside

walls and roof. The contractors were currently 10-14 days ahead of schedule. Each room was being gutted. The bath was to be removed

and replaced by a walk-in shower with two shower heads at a height suitable for adults and a lower level for children. Some units would

have a bath option but most would be changed to the shower. New windows would be included as well as new tiling. A Shareholder

enquired why the second Chalet bathroom could not be changed to remove the bath and also have a walk-in shower instead for older

people to use with more ease. The Chairman replied that families staying at the Resort would need a bath for children however the units

with two baths may be considered. Mr Wilson advised that many of the new items in the refurbishment program were recycled from other

Tsogo Sun properties whilst undergoing their major refurbishment programmes. Items were reupholstered, repaired and looked brand new

in each Sabi River Sun Hotel unit. This saved the property a lot of money as many items were sold at auction price. Mr Wilson presented a

slide of the mock up room which the Shareholders liked and saw would be a vast improvement. The Chairman added that the new desk

had a distributor plug with various plug options, at high level access so guests would no longer have to bend down on their knees to try

and access plug points.

The property would receive 4 new generators to run the property in the case of load shedding. The plinths were completed and the

generators were in Johannesburg being assembled before arriving at the Resort. The generators would shortly be delivered and commissioned.

Adequate sound attenuation was included in the manufacturing of the generators as well as additional protection of utilising casing

around each machine and having silt from the dam mounded up to the surrounding wall around each generator to further reduce noise.

Mr Wilson noted that load shedding had not been as bad recently as experienced before.

28


The Golf pathways were being upgraded and Mr Wilson showed a slide of a pathway being built at the 3rd to 4th Hole which had since been concreted and looked great. The paths followed the contours of the property beautifully and allowed the carts to move around easily in rain seasons and they also aided in extending the life of carts.

The Resort would enter the Imvelo Awards this year to notify the industry as to what the Resort did in terms of environmental and social management and the success that the property had achieved over the past few years. The installation of heat pumps had now made significant savings with energy consumption reduced substantially since 2011. Consumption levels had reached a good point and energy would from hereon be monitored on a volume related level.

The internationally recognised Bokashi Waste Management Programme was followed by the Resort to help create employment opportunities for individuals in the community and to separate waste material from the kitchen. Natural compost produced, was used in the vegetable and herb gardens and grounds on the property. These gardens provided the kitchen with home-grown produce and were looked after by Chef Cindy and Mark Pain from Pain Landscaping. The new restaurant menus to be used in 6 weeks, would be largely based around the produce from the herb and vegetable gardens. The recycling of other items continued and was very successful for the enterprise development business. The Resort would need to improve the recycling area to better the conditions. Mr Wilson was pleased to record that bulk waste to landfill sites had reduced considerably due to the initiatives in place.

Training and development of staff was ongoing. The new IT and accounting system, Merlin, was a brilliant new system to cover a cloud based opportunity and link all systems across Southern Sun Resorts to have one immediate and up-to-date view of a Shareholder, levy collection details, guest preferences and so on. Merlin was introduced 7-8 days previously and was being embraced excitedly by the team. Staff were being trained in various areas while the Hotel was closed and this included an online training programme called Lobster Ink which was a comprehensive food and beverage training programme to assist support staff in improving service delivery. Managers were being trained on Tsogo Sun management courses, the Deputy General Manager, Franco Seaman, was attending a Management Development course and staff were updated in First Aid as well as Fire Safety training. Mr Wilson congratulated Chef Cindy and Mr Seaman on achieving second place at the Innovation Food and Beverage Week that took place in Cape Town in July 2015. The food and beverage department were investigating new and fresh ideas, trends and a revolutionary way in which to approach the offering. The Week in Cape Town was similar to a Master Chef experience with master classes, restaurant experiences, food trends and the groups were judged at the end of the Week. Mr Wilson stated that the ideas already flowing in the food and beverage department were fantastic and he was very excited to see more of what Chef Cindy and Mr Seaman had in store for the Resort.

The Chairman thanked Mr Wilson for his excellent presentation and noted that Mr Wilson had settled in very well over the past 4 months. A lady Shareholder thanked Mr Wilson for the beautiful presentation and added that she was pleased to see what the Resort was doing for the community. The Chairman advised that all charity work was done by the staff and Resort and did not cost any money with it being only of time, effort and old equipment that was donated. Tsogo Sun Group had a portal to record how much was donated and what the rand value was for the time, effort and old equipment. The Resort attempted to help the local community so that staff and their families would also benefit from the projects. He further advised that the Board had recently agreed to utilise money from interest income, to fund further corporate social responsibility projects. This was a limited budget but available without affecting owners in the process.

8.3 Recycling Bins A Shareholder enquired where the recycle bins for inside the Chalets were and suggested that bins for glass and plastic be placed below the fireplace outside. Mr Wilson replied that the Board would reconsider the recycling bins once all Chalets were refurbished however larger bins had been placed around the property. The Chairman noted that management would investigate the use of recycling bins and in particular a new bin which housed three compartments for various materials while still being small enough to fit below a sink where a normal sized dustbin was housed.

9. CLOSURE/ CONCLUSION The Chairman thanked all for attending the Meeting and for their participation. There being no further business, the Chairman declared the Meeting closed at 13h59.


____________________ Chairman

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DRAFT Minutes of the Postponed Annual General Meeting of Members for the year ended 31 December 2014 held on Thursday, 30 July 2015, at 13h00, at Garden Court OR Tambo International Airport, Kempton Park

1. CONSTITUTION OF THE MEETING, WELCOME AND APOLOGIES The Company Secretary, Georgina Stevenson, welcomed Raymond Jeffray to the continuation of the postponed Annual General Meeting (AGM) of Sabie River Share Block Limited from the previous Thursday, 23 July 2015. For the purpose of this Meeting, the Company Secretary was nominated to act as Chairman on behalf of Deon Viljoen, who was unable to attend this Meeting.

With the attendance of Mr Jeffray, in his capacity as a Shareholder, a quorum was present and the Acting Chairman declared the Meeting duly constituted. The voting requirement of 25% of voting rights entitled to be exercised at the Meeting and to be present, did not apply. Proxies lodged represented 3.87% of voting rights entitled to be exercised at this Meeting.

The Acting Chairman stated that Mr Jeffray was also a Director, representing the A and C class Shareholders and herself, was a Director, representing B-class Shareholders and the Southern Sun Resorts Company Secretary. Apologies were recorded from Directors Ian Cruickshank, Ajith Ramsarup, Anthony Ridl, Deon Viljoen, Jaco Boshoff, Lubabalo Tyali, Warren Whiteboy and Wayne Wilson, as well as from the Management team, Donna Brough and Lisa Sutton.

A copy of the both the draft Minutes of the AGM as well as the informal Meeting of Shareholders that followed immediately thereafter, were made available for reference. The Acting Chairman noted that the Minutes of the proceedings at the informal Meeting had dealt with all matters on the Agenda for the AGM and had recommended that Attendees at the postponed Meeting today, ratify all the decisions of that Meeting.

The Meeting accordingly approved the following matters: Item 1: The adoption of the Minutes of the last AGM held on 25 July 2014 The Minutes of the AGM for the year ended 31 December 2014 held on 24 July 2014 as well as the Minutes of the postponed AGM held on 31 July 2014, read with the informal Minutes were proposed, seconded and approved.

Item 2: Resolution 1 The adoption of the Annual Financial Statements for the year ended 31 December 2013, including the Reports of the Directors and Auditors. This motion was proposed and seconded and the Annual Financial Statements for the year ended 31 December 2013 were adopted.

Item 3: Resolution 2 The re-election of PricewaterhouseCoopers Incorporated (PWC) as Auditors of the Company. The motion was proposed, seconded and approved.

Item 4: Resolution 3 To elect Directors to the Board. Ian Cruickshank, Raymond Jeffray, Ajith Ramsarup and Anthony Ridl retired as Directors at this AGM but were eligible for re-election. As recommended at the informal Meeting and for record purposes, each Director namely, Ian Cruickshank, Raymond Jeffray, Ajith Ramsarup and Anthony Ridl were individually elected to the Board for the ensuing year.

Item 5: Appoint Directors as Members of the Audit Committee The Meeting ratified the recommendation made at the informal Meeting and approved the appointment of Ian Cruickshank, Raymond Jeffray and Anthony Ridl as Members of the Audit Committee.

Item 6: Report of the Social and Ethics Committee The Acting Chairman noted that this matter had been reported on at the informal AGM and that the General Manager, Wayne Wilson, had made a comprehensive slide presentation of the activities of the Social and Ethics Committee. The Meeting was satisfied that the activities of the Committee had been fully reported.

Item 7: The Insured Value of the Property The Meeting approved the Directors’ recommended insured valuation of R261,947,270 for 2015/2016, which reflected the insured values of R228,909,278 for property and R33,,037,992 for plant, equipment and the contents.

Item 8: General Matters The Meeting agreed that the Minutes of the informal Meeting correctly reflected the proceedings and responses to queries and comments raised by the Shareholders at the Meeting. No further issues were raised under General Matters.

Closure The Acting Chairman thanked all present for their attendance and as there was no further business, the Meeting was declared closed at 13h10.


____________________ Chairman 30


GRA

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