Directors: JM Wessels (Chairperson); Ms L van der Walt (Secretary); E de Waal; C L Lee; H Lombard; R van Niekerk.

26 Smit Street

P O Box 1708

Heidelberg

1441/1438

NOTICE OF THE ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of the members of Overkruin Security

Association (An Association Incorporated under Section 21 Reg 2001/011761/08) will be held at

18:30 on 22nd February 2017 at AGS Kairos Church Hall; Heidelberg.

PRESCRIBED MATTERS IN TERMS OF THE COMPANIES ACT, 1973, READ WITH ARTICLE 7

OF THE COMPANY’S ARTICLES OF ASSOCIATION (“the Articles”)

1. The consideration and approval of the minutes of the previous Annual General Meeting 1;

2. The consideration and approval of the chairman’s report 2;

3. The consideration of the audited financial statements for the 2016 financial year of the

Company 3;

4. The confirmation of as the auditors of the Company;

5. Budget for the period 1 March 2017 to 28 February 2017 4;

6. The determination of the number of directors and election of directors in accordance with

Article 22 of the Articles 5;

7. Any directions that the members wish to give the directors in regard to their performance and/or

their functions and/or the exercise of their powers and/or any restrictions the members wish to

impose on the directors in this regard;

8. Discussion of general matters 6;

VOTING

9. All members, as defined in the Notice, will be allowed to vote provided that levies are paid up as

at 20 February 2017.

10. Residents who wish to vote and whose memberships has lapsed, may render themselves eligible

to vote by providing proof of payment of levies of R395 (Three hundred and Ninety-Five Rand by no

later than 20 February 2017 7;

1 Prepared by Stefan van der Walt and attached to this notice as “Annexure A”.

2 Prepared by Johannes Wessels and attached to this notice as “Annexure B”.

3 Prepared by Neuhoff Auditors Chartered Accountants (SA) and attached to this notice as “Annexure C”.

4 Prepared by Johannes Wessels and attached to this notice as “Annexure D”.

5 Nomination Form attached to this notice as “Annexure E”.

6 Members wishing to discuss any specific matters are kindly requested to give written notice to the Managing Agent of

the subject matter not later than forty-eight (48) hours prior to the holding of the meeting.

7 Payments may be made cash or electronic transfer to: Overkruin Security Association Account nr: 405 171 0204 ABSA

Branch Code 632005.

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PROXIES (ARTICLE 19 to 21)

11. The instrument appointing a proxy shall be in writing and signed by the appointer or by his agent

duly authorised in writing.

12. A proxy need not be a member of the Company.

13. The holder of a proxy, whether he is himself a member or not, given by a member, shall be

entitled to attend meetings and to vote, if duly authorised in terms of the proxy to attend and take

part in the meetings.

14. The instrument appointing a proxy to vote at a meeting of the Company shall be deemed also to

confer authority to demand or join in demanding a poll, and for the purposes of Section 198(1) of

the Companies Act, 1973, a demand by a proxy shall be the same as a demand by a member.

15. The instrument appointing a proxy and the power of attorney or other authority, if any, under

which it is signed, or a notarial certified copy of such power or authority, shall be deposited at the

office of the Secretary not less than 48 (forty-eight) hours before the time for holding the meeting at

which the person named in the instrument proposes to vote and in default of complying herewith,

the instrument of proxy shall not be treated as valid No instrument appointing a proxy shall be valid

after the expiration of 3 (three) months from the date when it was signed, unless so specifically

stated in the proxy itself and no proxy shall be used at an adjourned meeting which could not have

been used at the original meeting. A form of proxy is attached to this notice for those members who

wish to be represented at the meeting 8;

BY ORDER OF THE BOARD

31 JANUARY 2017

8 Attached to this Notice as “Annexure F”.

3

ANNEXURE A: MINUTES OF PREVIOUS ANNUAL GENERAL MEETING

OVERKRUIN SECURITY ASSOCIATION

REG.NO.2001/011761/08

MINUTES OF THE GENERAL MEETING HELD ON 12 OCTOBER 2016 AT 19H00 AT

THE AGS KAIROS CHURCH HALL; HEIDELBERG

1. WELCOMING

Mr. Gerry Holtzhausen is appointed as independent chairman of the meeting. Mr.

Holtzhausen opened the meeting with a prayer and welcomed everyone to the meeting.

(Readers of these minutes are made aware of the attached agenda (Addendum 1))

2. ATTENDANCE

Mr. Holtzhausen requested everyone at the meeting to sign the attendance register. A

quorum has been established as is evident from the attendance register.

(Please see Addendum 2; copy of Attendance register of those present at the meeting.)

3. CONDONATION OF POSTPONEMENT OF THE ANNUAL GENERAL MEETING

Mr. Renn Moore stated clearly that this meeting was not an Annual General Meeting but

a General Meeting; as the audited financial statement from the auditors was still

outstanding, which is a requirement for an Annual General Meeting to take place. By law

14 days notice needs to be given for a General Meeting. In the case of this meeting 18

days notice was given.

A date for the Annual General Meeting will be set and communicated to residents as

soon as the financial statements are signed off by the auditors.

4. PRESENTATION OF THE SUMMARISED REPORT OF THE COMPANY SECRETARY

ON CORPORATE GOVERNANCE

A detailed but, summarized report, on corporate governance within the OSA was

distributed by Mr. Renn Moore on the 2nd of October 2016, via the list of email

addresses available to him, as well as in hard copy format, at the security entrance gate

of Overkruin.

4

(Please see Addendum 3; copy of Governance Report.)

Mr. Moore highlighted certain aspects of the report to attendees as follows:-

4.1 Residents are reminded that the OSA is a non-profit organization and that the same

Corporate Governance principles apply as per any other profit making organization.

4.2 He also read to attendees from the interim report provided by the auditors making it

clear that the lack of Corporate Governance has lead to a situation where the

auditors cannot, at present sign of the financial statements of the OSA.

5 DISCUSSION OF INTERIM ARRANGEMENT

Due to the fact that the OSA Board has become totally dysfunctional over the past year

as a result of internal conflict, the remaining directors by names Mr. Renn Moore, Mr.

Deon Kriel and Mr. Stefan van der Walt have been caretaking the operations of the OSA

for the past few months.

Adv. Gerrit Coetzee and his wife Andrea Coetzee have resigned from the OSA board;

effective 31 Aug. 2016. The remaining three directors were assisted by Mr. Gerry

Holtzhausen, Mr. Carel Engelbrecht, Mr. Willie de Beer and Mr. Sieg Paul.

6 NOMINATION OF NEW BOARD MEMBERS

The following new board members were duly nominated to the OSA Board, and

unanimously accepted by the members present:-

1. Dr Charles Lee

2. Mr. Hennie Lombard

3. Mr. Johannes Wessels

4. Mr. Roelf van Niekerk

5. Mrs. Lindie van der Walt

6. Mr. Eugene de Waal; and

7. Mr. Joubert Cronje.

The current directors of the OSA will also remain on the board until the end of

December 2016, and a proper handover of duties have taken place.

5

7 PROPOSAL OF NEW SECURITY SERVICES

Mr. Renn Moore highlighted to the attendees of the meeting the risk introduced upon the

OSA with the current security services provided. None of the guards under the current

service are registered with PSIRA and should there be an incident, this may leave the

OSA liable for damages.

The newly elected board is tasked to elect a new service provider as soon as possible to

eliminate the risk to the OSA.

8 INSURANCE PROPOSAL – C RADYN

Mr. Radyn proposed a group short-term insurance scheme to residents of Overkruin

whereby residents can obtain short term insurance at very competitive rates; due the

low crime risk factor in Overkruin.

The meeting took note of the proposals; and the new management will engage in further

discussions with Mr. Radyn in the regard; and communicate the outcome to the

members.

9 DECISIONS FOR RATIFICATION

9.1 Wine loyalty program

Attendees were made aware of the possible irregularities surrounding the wine

loyalty program as outlined in Addendum 2 of the minutes and asked to vote for the

continuation of the wine program. None of the members at the meeting were in

favour of the continuation of the wine “loyalty program”.

9.2 Investigation of Cheque book and cheque fraud/theft

Mr. Stefan van der Walt informed attendees at the meeting that two cheques to the

value of R11-060.00 and R110-600.00 have been deposited in an attempt to take

money from the OSA for the wine “loyalty program”.

• Cheque No. 805 dated 13/08/2016 to the value of R11 060.00 was duly

processed by ABSA on 05/10/2016.

• Cheque No. 807 dated 13/08/2016 to the value of R110 600.00 was duly

processed by Absa on the 10/10/2016.

Current Board members was not informed or aware of any cheques not been

deposited, as all cheques and cheque books should have been handed over by

Adv. Gerrit Cotzee to Mr. Renn Moore; i.e. on 31 Aug. 2016, this specific cheque

book was not in Mr. Renn Moore possession.

6

All attendees voted in favor of the OSA Management possibly opening a case of

fraud with the Commercial Branch of the Police in Kempton Park, should the

outcome of investigation provide evidence of such.

9.3 Security services

The majority of attendees at the meeting voted for the reconsideration of the current

“security service”, provided by Umvikile to the OSA, and the appointment of a new

properly registered security company as service provider to the OSA as soon as

possible.

9.4 Amendment to the OSA Articles of Association

Mr. Herman van Niekerk proposed that the Articles of Association of the OSA be

amended to state that no director will be allowed to do any business with the OSA

in the future. This will avoid the current situation where evidence suggests that Adv.

Gerrit Coetzee has benefited financially directly from the OSA without inter alia

proper disclosure.

The majority of attendees voted in favour of this decision.

10 GENERAL

Nothing additional was raised under this point.

11 CLOSURE

Mr. Gerry Holtzhausen adjourned the meeting.

Signed on this ________ day of _________________________ in their capacities at time of

the meeting.

_____________________________

Renn Moore – Company Secretary

_____________________________

Stefan van der Walt – Director

_______________________________

Deon Kriel - Director

7

ANNEXURE B: CHAIRMAN’S REPORT

8

ANNEXURE C: FINANCIAL STATEMENTS (February 2016)

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

ANNEXURE D: BUDGET (February 2018)

INCOME STATEMENT : 2017 Forecast

2018 Budget

Rand

Rand

INCOME 1 382 938

1 346 400

EXPENSES 994 495

1 099 417

Accounting and Administration 45 120

62 400

Auditors fees 7 980

9 000

Bank Charges 9 228

11 223

Computer Expenses 10 339

6 000

Collection fees - NuPay 7 954

7 716

Depreciation 23 000

3 600

Electricity & Water 23 783

24 000

Insurance 18 364

6 000

Legal fees 30 248

12 000

Printing & Stationery 8 324

8 400

Security Service Provider 675 645

815 056

Repairs & Maintenance to Mircell system - Link fire, Issen tech 62 248

63 487

Subscriptions 6 056

6 216

Telephone & Cell phones 28 766

8 400

Unforeseen expenses 10 000

18 000

Waghuis: Consumables, Cleaning, Gardening and Repairs 27 442

37 920

OPERATIONAL SURPLUS 388 443

246 983

FUNDS 118 430

200 000

Gate Improvements -

200 000

Long term Liability - Ford Credit 25 526

-

Prepaid expenses - Wine loyalty program 92 904

-

NET SURPLUS 270 013

46 983

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ANNEXURE E: DIRECTOR NOMINATION FORM

I / We ……………………………………………….., the undersigned, and being a member of the

Company, nominate the following person/s for election as director/s of of Overkruin Security

Association (An Association Incorporated under Section 21 Reg 2001/011761/08) at the annual

general meeting to be held on 22 February 2017 or at any adjournment thereof.

Nomination

Name: Surname:

Physical Address:

Postal Address:

Occupation: Telephone (cell):

Telephone (home): Telephone (work):

E-mail Address:

SIGNED this ……… day of ……………………………. 2017

………………………………

Signature of Member

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ANNEXURE F: PROXY FORM

I/We,…………………………………………………………………….………………………...……

of ………………………………………………………………………………………...………………

being a member of Overkruin Security Association (An Association Incorporated under Section 21

Reg 2001/011761/08), hereby appoint

………………………………………………………….…..………of……………………………………………………………or failing him

………………………………………………………………………of……………………..……….……………………………or failing him

………………………………………………………………………of……………………..……….……………………………or failing him

as my/our proxy to attend and speak and vote on a poll for me/us and on my/our behalf at the

annual general meeting of Overkruin Security Association (An Association Incorporated under

Section 21 Reg 2001/011761/08) to be held on 22 February 2017 and at any adjournment thereof as

follows:

In favour Against Abstain

Resolution to ………………………………………………………………………………………………………………………………………

Resolution to ………………………………………………………………………………………………………………………………………

Resolution to ………………………………………………………………………………………………………………………………………

SIGNED this ……… day of ……………………………. 2017

……………………………..

Signature of Member

(Note: A member entitled to attend and vote is entitled to appoint a proxy to attend, speak and on a

poll vote in his stead, and such proxy need not also be a member of the Company)