1. DEFINITIONS:

In these rules:-

1.1   The words and expressions defined in the Memorandum and Articles of Association of the Landowners Association shall bear the same meaning wherever they may appear in these rules.

1.2   Unless the context indicates otherwise, the following words and expressions shall bear the meanings assigned to them hereunder:-

1.2.1   “the common properties” 
the properties of Pride of Africa Nature Reserve (Pty) Ltd

1.2.2   “the Landowners Association” or PALA”  
Pride of Africa Landowners Association incorporated under Section 21 of the Companies Act;

1.2.3   “the property”
(i) Portions 57 up to 76 (portion of  Portion 8) of the Farm Welgevonden 124 JR.  Portions of the scheme intended for the erection of private lodges, being subdivisions on the common property, comprising the scheme;
(ii) Portions 6 and 7 (portion of Portion 3) of the farm Haakdoornfontein 85 JR;

1.2.4   “private lodge”        
a + 1 (one) hectare subdivision and lodge comprising buildings conforming to the building rules

1.2.5   “participating properties”  
those properties which do not form part of the Pride of Africa Development Scheme, but which properties are adjacent to the development and which are game fenced in with the common properties to form the Pride of Africa Nature Reserve.

1.2.6   “the company” 
Pride of Africa Nature Reserve (Pty) Limited

2. OBJECT OF THE RULES:

The object of the Rules is to enable all the members, their families, guests and invitees to live in and enjoy a clean and desirable environment on the property and have access to Pride of Africa Nature Reserve.

3. BACKGROUND

3.1    The Landowners Associations was formed for the purpose of managing, administering and controlling the scheme for the benefit of members.

3.2   In terms of the Articles of Association of the Landowners Association, it has the power to make these rules.

3.3   The rules consist of 2 (two) categories namely:-

3.3.1   those contained in article 6 of the Articles of Association which may not be amended or repealed other than as set out in the Articles, and known as Category 1 Rules;

3.3.2   those made by the directors, and/or the Managing Agent in terms of the authority granted to them in article 6 of the Articles of Association which directors and/or the Managing Agent may add to, amend, repeal or substitute in their sole discretion and known as Category 2 Rules.

3.4   The directors may appoint a Managing Agent to fulfil its functions and perform its obligations.

4. RULES:

4.1 Category 1 Rules:-

4.1.1   The rules contained as part of the conditions of the title deed of the relevant property being Category 1 Rules as set out in clause 3.3.1, and which can only be amended or repealed, as set out above , are:-

4.1.1.1    no fences may be erected to enclose property

4.1.1.2   an owner of a property may not alienate or transfer a portion of any undivided share therein without prior written consent of the Association.  The Association is obliged to give such permission provided the transferee:
(i) has paid all his levies;
(i) has complied with all the agreements and management and building rules;
(i) The new owner has bound himself to all agreements and rules.

4.1.1.3   an owner of a property acknowledges and undertakes that he will not vote for or propose any motion or resolution in terms of which the Landowners Association is dissolved; and

4.1.1.4   notwithstanding any law, no further subdivision in respect of any of the properties shall be allowed.

4.1.2.   Traversing rights are given to members over the common properties owned by the company and participating properties subject to the rules in regard to the exercise thereof and such traversing rights shall be registered on all relevant title deeds.

4.1.3.   These rules will not be amended, added to, substituted or repealed save and unless such amendments have been approved by a resolution of at least 75% (seventy five percent) of members votes.

4.2 Category 2 Rules:-

4.2.1   The rules which are set out hereunder have been formulated with reference to article 6 in the Articles of Association of the Landowners Association and are Category 2 Rules as per clause 3.3 above, and may be added to, amended, repealed or substituted by the directors and/or the Managing Agent, in their sole discretion.

4.2.2   A member shall be limited to the use of only one vehicle per property at a time to embark on a game drive.

4.2.3   All persons driving game drive vehicles anywhere on the land, must have an approved drivers licence.

4.2.4   No weapons are to be carried on game drives

4.2.5   Special permits must be obtained from management for night drives.

4.2.6   A member shall:

4.2.6.1   be allowed to drive on the Nature Reserve for game viewing from 05h30 to 19h00;

4.2.6.2   maintain and repair and keep the private dwelling and outhouses (if any) situated on the property , and the garden and surrounds, in good order and repair and in neat and tidy condition, at the members costs; and

4.2.6.3   not construct or erect after completion of approved improvements, any further improvements to the property or make any material external alterations to the buildings situated on the property without the prior written approval of the company having been first obtained, which consent shall not unreasonably be withheld.

4.2.6.4   obey all instructions and rules and regulations imposed by the company from time to time, in respect of the property, including the common properties, and procure that its guests and invitees also obey all such instructions, rules and regulations, the member hereby acknowledging and agreeing that he shall be liable for and responsible for paying or enforcing, as the case may be any fines or sanctions which the company may impose from time to time on the members, and invitees, as part of the administration and management of the properties

4.3 A member shall not:-

4.3.1  hunt, cull, capture or shoot game or fish on the property or the common properties or permit that the same be done;

4.3.2   swim in any dam or river on the property or common properties;

4.3.3   make any excavations on or remove any soil from the common properties, unless the prior written consent of the directors is obtained:

4.3.4   cause any refuse and the accumulation thereof on the property;

4.3.5   damage, remove or plant any flora on the property or the common properties without prior written consent of the directors;

4.3.6   keep any animals of any sort in captivity on the property or the common properties;

4.3.7   create any disturbing noises on the property;

4.3.8    make any roads on the property;

4.3.9    establish or create drinking points for game on the property or make use of salt licks to lure animals to a property;

4.3.10  provide housing for any servants on the common properties

4.3.11   make fires on the common properties or collect any wood from the property, or the common properties, and shall take all reasonable steps to ensure that the fire shall not spread from the property to adjacent properties on the common properties;

4.3.12    drive in or traverse river beds on the common properties, unless specifically designated as a thoroughfare road;

4.3.13    house or park caravans on any temporary or permanent basis on the common properties;

4.3.14     take steps or set up camp on a temporary or permanent basis on the common properties

4.3.15     collect or take anything from the property or common property, including without affecting the generality of the aforegoing, firewood, stones, fauna or flora, or, damage any fauna or flora;

4.3.16     exceed a speed of 30km (thirty kilometres) per hour when traveling in any vehicle on the property or common properties;

4.3.17     introduce any flora onto the property or the common properties or cultivate any flora on the property or the common properties, without prior written consent of the directors especially no lawns or edible plants or any plant which may lure game to a property may be planted or cultivated;

4.3.18     introduce any motorized generators or power plants or any noise making object or apparatus on the property without the prior written consent of the directors;

4.3.19     use or cause to be used any motorcycles on the property or Nature Reserve;

4.3.20     bring or allow to be brought onto the property any pets or other domesticated animals;

4.3.21     use any boats of any description on any dams or rivers

4.3.22     drill any holes, including bore holes on the property on the Nature Reserve without prior written consent of the directors;

4.3.23     do any off road driving whatsoever;

4.3.24     conduct any business of any description on or from his property;

4.4    A member is only allowed to make improvements in terms of the Articles of Association of the Landowners Association.  In particular the maximum number of beds (including sleeper couches) allowed in any improvements are 16 (sixteen) beds per property plus a maximum of 2 (two) beds in any servants quarters.

4.5    It shall be a condition that all general staff to be used by members shall be employed by the company from the member as part of his monthly service charge.  A member may bring his own specialized staff such as nannies, cooks, chauffeurs, etc on to the property after obtaining prior permission from the management.  The member shall provide his own accommodation for staff used by him.

4.6    No member shall have more than 2 (two) staff members per property and it shall be a condition of employment that the staff member shall not bring family, friends or children onto the property or the Nature Reserve, including during school holidays.

4.7    Members shall ensure that their personal staff are issued with clothing/uniforms approved by the company.

4.8    Washing lines, rotary driers or similar devices have to be erected so as to ensure that they are not visible to other members.

4.9    A member is obliged to maintain both the interior and exterior of his improvements in a good and sound condition to the reasonable satisfaction of the directors.  In the event of the directors/managing agent finding that the site is not kept to the standards of the development as laid down by the Landowners Association, they may call upon such member to rectify the situation within 14 (fourteen) days, failing which the directors/managing agent shall cause the situation to be remedied at the member’s expense, such costs to be a debt to become immediately due and payable by the member to the Landowners Association.

4.10    No music or televisions may be played in such a manner that any sound can be heard by the occupants of adjoining properties.

4.11    A member shall conduct himself in such a manner in keeping with the general purpose and intent of the scheme.

4.12    A member may only erect signage indicating his improvements or access to his improvements which are approved by the director form time to time.

4.13    No agricultural or other enterprises or whatsoever nature shall be permitted on the property.

4.14    The purchaser shall not be allowed to conduct any business of whatever nature on the property.

5.    SERVICE CHARGES:

Service charges are made up of 2 (two) different types of charges, namely:-

5.1    Common service Charges:-

“Common Service Charges” being the monthly service charge raised by PALA from all members on all sold properties within the Pride of Africa Nature Reserve, payable by members from the date of registration and raised to meet all expenses which PALA has incurred, or to which the directors reasonably anticipate PALA will be put in the attainment of its objects or the pursuit of its business, and without in any way derogating form the generality of the aforegoing shall include:-

5.1.1    rates, taxes and any local authority charges;

5.1.2    the supply of electricity, water or any other service to be utilized by the company (not charges for specific usage by individual members);

5.1.3    the costs of and for the staff required for the repair, upkeep, control, management and administration of the Nature Reserve and the scheme as managed by the directors or managing agent.

5.1.4    a reasonable provision for contingencies not included in the estimate of expenditure required to be made by the directors and or managing agent;

5.1.5    a supply of water and electricity to the property and the maintenance of the infrastructure relating thereto;

5.1.6    the maintenance of all roads, dams, bridges and fences, including the access road from the boundary of the members property to his unit;

5.1.7    game management;

5.1.8    soil erosion prevention;

5.1.1    security services

5.1.1    provision and maintenance of necessary equipment and implements, including reserve vehicles or the hiring thereof

5.1.1    maintenance of the Nature Reserve including the improvements on the common property or the hiring thereof; and

5.1.1    any other maintenance and services of whatsoever nature necessary to ensure the continued smooth operation of the Pride of Africa Nature Reserve.

5.2    Optional Service Charges:

“Optional Service Charges” being a monthly service charge raised by PALA on individual members for each member’s specific use of any of the services provided by PALA, if any, and charged at market related rates.  The optional services may include some or all of the following:

5.2.1    maintenance of the improvements both inside and outside;

5.2.2    the provision of servants;

5.2.3    the provision of firewood and charcoal;

5.2.4    the management of a laundry and the rendering of a laundry service;

5.2.5    the gardening and cleaning of the building areas on the property;

5.2.6    the cleaning of windows of the improvements;

5.2.7    refuse removal;

BUILDING RULES: PRIDE OF AFRICA NATURE RESERVE

1. In this clause unless the context otherwise indicates:

1.1          “building area”                        means an area being a diameter of 50(fifty)
metres from a numbered peg on the portion determined by the land surveyor.  The numbered peg shall be the centre point of all improvements to be built in the building area:

1.2          “directors”                               mean the directors of the Landowners
Association:

         1.3          “improvements”                      mean improvements of a permanent fixture
to accommodated a maximum of 16 (sixteen) beds plus 2 (two) servants beds to be erected within the building area, and which may be used solely as a private lodge:

1.4          “contractor”                             the contractor will be Marlux Enterprises
(Pty) Limited and no other contractors will be allowed to carry out any building work unless appointed by Marlux Enterprises (Pty) Limited:  (Amended – no longer applicable)

1.5          “the company”             the Section 21 company known as the
PRIDE OF AFRICA LANDOWNERS ASSOCIATION:

1. The member is entitled to erect the improvements within the building area on the portions subject to the following –

1. Subject to clause 1.1, the improvements shall only be erected within 50(fifty) metre diameter with the relevant numbered peg, being the centre of such diameter and of the actual improvements erected thereon, the siting of which has been set to protect the amenities of other members on their properties.  The site plan must be approved by the directors of the Landowners Association;

1. The improvements shall only be erected upon the property after the member has followed the steps set out hereunder;

1. The member shall within the time limit set in these rules have building plans drawn up to make up a private lodge for a maximum of 16 (sixteen) beds plus 2 (two) servants beds.  The member will see to it that building plans and the site plans are approved by the necessary authorities.  The member may also make use of the building plans already drawn up by Marlux Enterprises (Pty) Limited, copies of which are available for consideration.

1. Construction shall commence after the property has been registered into the member’s name and only after the receipt of the approvals required by the directors and in law from the necessary authorities.

1. No member of the company may install television or radio aerial or satellite dishes or solar panels which are exposed to view within the scheme without prior written approval of the company.

1. Without derogating from the Landowners Assocation’s power to approve or disapprove the siting of the improvements and subject to the requirements of any authority the improvement shall comply with the following:

1. It is hereby recorded that the property is zoned for private lodge in terms of the guide plan and the property will be used solely for that purpose.

1. All buildings shall comply with the following:

1. Roof coverings shall be thatch;

1. External finishes must blend with and compliment the bush and must be approved by the company;

1. No fencing or walling of the property shall be permitted;

1. All septic tanks, French drains or other sewerage systems must conform to regulations laid down from time to time by the Landowners Association.  In particular a member shall ensure that the sewerage does not cause any pollution.  No septic tank or French drain or sewerage system servicing the property may be placed outside the property;

1. No external walls shall be higher than 2,700 metres and double storeys will not be allowed;

1. No building work whatsoever may be carried out before suitable toilets approved by the Landowners Association have been erected;

1. The owner shall allow Marlux Enterprises (Pty) Limited to tender first on the buildings and improvements to be erected, and should building work not be done by Marlux Enterprises (Pty) Limited, no outside building contractors will be allowed on the property or common properties before an agreement is entered into in writing between the contractor and the Landowners Association regulating the movement, housing, firewood collecting, etc of workers.  Workers will only be allowed to sleep at predetermined areas allotted by the Landowners Association.   Should the owner not accept the tender of Marlux Enterprises (Pty) Limited then in such event it shall pay a levy of 5% on the allotted tender to the Landowners Association and a royalty of 5% to Marlux Enterprises (Pty) Limited. (Amended – no longer applicable)

1. Under no circumstances shall workers be allowed to enter or leave the Nature Reserve without being escorted by security personnel of the company.

1. A member shall be obliged to:

1. have building plans drawn up and approved by the Local authorities

1. complete the building operations relating to improvements within 6 (six) months from the date of commencement thereof.

1. The member acknowledges being aware that the existing improvements on the common property to be used for staff accommodation, do not comply with the provisions of this clause and the company owning the common properties does not have to comply with the provisions of this clause in regard to such existing improvements.

1. The Landowners Association itself may erect any improvements necessary as required for the improvement or streamlining the management of the reserve on the common property, provided that such improvements shall in no way have a derogating effect on the property of owners.

4.         The seller has provided overhead electric cabling on the common land on the boundary marked “AB” and underground cabling to distribution boxes at the boundary of each property marked “DB” on the general site plan Annex “B”. If the member wishes to obtain a supply of electricity then such will be treated as an improvement as defined in the Articles of Association and these rules and the procedure set out in such article shall be followed and shall be responsible at his own cost to arrange to draw power from the distribution box at his property by means of an underground cable which may not traverse the property of other landowners or the common properties.  The route the cable will follow must be approved by the Landowners Association.  No trees whatsoever may be removed or damaged on the route of the cable and any underground services damaged on the common properties while laying the cable must be repaired at the cost of the landowner.  An approved electricity meter will be provided at the distribution box.

   Without derogating from the generality of the aforegoing and this clause, the member shall not be entitled to install any overhead cable for any purpose.  A cable includes a cable for electricity or for any form of communication, including any type of telephone.

      It is recorded that overhead electricity and telephone cabling are supplied to existing improvements of the common property owned by the company to be used for staff accommodation.  The provisions of this clause relating to cabling do not apply in respect of such existing electric and telephone cable infrastructure.

5.      Insurance cover over the improvements shall be arranged by each individual property owner at his own cost including the cost to comply with the requirements of insurance companies such as treatment of thatch against fire, erection and servicing of lightning conductors, cleaning of vegetation around buildings, provision of fire extinguishers, etc.

ANNEXURE TO SALE OF SHARES IN
PRIDE OF AFRICA NATURE RESERVE (PTY) LIMITED

GUARANTEES

The guarantees given in terms of paragraph 17.3 of the agreement is the following:

1. That the company’s authorized share capital is R2 002,00 divided in 2 002 ordinary shares of R1,00 each:

1. That the company’s issued and fully paid share capital is R2 002,00 divided in 2 002 shares of R1,00 each;

1. That neither the company nor any of his directors has adopted a resolution for the enlargement or reduction of the company’s authorized or issued share capital or for the creation or issuing of any debentures.

1. That the shares which are sold in terms of this agreement are 4.55% the total issued share capital of the company.

1. That the shares and loan account are the free and unencumbered property of the SELLER who is the owner thereof and that the SELLER is entitled to sell the shares and loan account in terms of this agreement.

1. That except as indicated in the agreement, no person has the right or option to acquire or take up any shares of the company or to acquire any of the company’s assets.

1. That all stamp duty and other levies which is legally payable on the issuing or any previous transfer of the shares is fully paid.

1. That the loan account is not less than R169,227.00 (ONE HUNDRED AND SIXTY NINE THOUSAND TWO HUNDRED AND TWENTY SEVEN RAND)

1. That the company has no affiliated companies

1. That the company is not a party to any pending legal actions and that the SELLER is not aware of any legal actions which is in the process of being instituted against the company or any facts which might give rise to such actions.

1. That the company has not given surety or any other security with respect to the liabilities to any other party and that no other party has given surety or security on and behalf of the company.

1. That the company has complied with all act and legal requirements as applicable on the company and the property.

1. That no person shall be entitled to except in his capacity as a shareholder, to share in the profits or dividends of the company except as per Sale Agreement.

1. That the books of account, the books and records of the company is in possession of the company and kept up to date.

1. That the company has no obligations either existing or provisional in respect of tax on undeclared profits.