Attention all NDCAG members but particularly, those who have not yet completed and sent to us, a proxy form

Those members who will not attend the January 11 Trustee approval meeting and who have not yet given a proxy are requested to so as a matter of urgency

We remind members that they will have received one email for every one of the Schemes of Arrangement categories for which they hold a Debenture Certificate

To clarify:

There are four separate Schemes of Arrangement categories out of the Sharemax closure/business rescue and the Nova Debenture issuance:

The Villa Companies (Villa 1 & 2) plus the Zambezi Company were restructured in term of Section 311 of the Companies Act
The Malls are styled The Income Plan Companies and the residential developments are styled as the Growth Plan Companies

You will see the applicable category (as highlighted above) stated in the email(s) received

Therefore, you have a vote in each of the categories for which you have received an email

If you are invested in one of the properties in all four of the categories, then you should have four emails and you have four votes, thus necessitating that you give four proxies

(If you are invested in two or more properties within any one category, then you only have one vote for that category)

Members must appoint a separate proxy for each email that they have received (if they are not going to attend the meeting and vote there themselves, of course)

See below for guidance on proxy completion and submission

We want to achieve a state of having proxies from as many of our Debenture Holder members to show Nova that we are:

* indeed a representative entity; * that our membership is growing and; * that we act in solidarity (which will be evidenced by the number of proxies that we receive, hopefully from every NDCAG Debenture Holder member)

We also inform members that Herman Lombaard will be voting at the meeting and that, on behalf of our members, his vote will be a NO. We will not support the approval/appointment of a “company man” who, it is clear, has only been nominated by Nova to do their bidding. The likely aim being to engineer – without any prior reference to or the approval of, the Debenture Holders, or even without informing them once it has been accomplished – a solution to the problem of the CIPC’s insistence that the debenture repayment deadline is 20 January 2022. This means that between the vote on the new Trustee on 11 January and the 20th – IF THE APPROVAL VOTE IS SUCCESSFUL, ie; that Mr Tromp is installed as the Trustee – Nova will find a way to engineer the deadline extension. The method is no doubt already in place and only requires Debenture Holder approval of the appointment of Mr Tromp. WE HAVE TO STOP THIS!

Guidance on proxy completion and submission for Debenture Holders registered as NDCAG members:

We have recommended Herman Lombaard (first) and Roger Johnson (alternate) as proxies. Both are on the operating committee of NDCAG, both are Debenture Holders

It is necessary for us to reconcile 11 January meeting proxies which members may have already, or will still give to Herman Lombaard/Roger Johnson (same to be emailed to Herman at <mailto:[email protected]> [email protected]) with the member list in our registration archive

Therefore, we request any NDCAG member who will give their proxy as above, to please clearly mark same with a bold NDCAG (but, if a member has already sent a proxy to Herman, no further action need be taken)

Please ensure that both your identification number of record and your Debenture Certificate number that appears in the emails received are both inserted in your proxy form(s) (see example)

See the pdf format example of a completed proxy form that is included in this post for further guidance,

Thank you for your ongoing support and solidarity

PS: if members have any questions, please send them to us via the comment/message options in our Facebook page: Sharemax Investors/Nova Debenture Creditors

PPS: If a registered member (or any Debenture Holder) has still not received an email(s) from Nova, it is not too late to take action. Send an email to [email protected] <mailto:[email protected]> giving full details of the Debenture Holder (Title, full names, SA ID # or other # of record, cell phone and landline #s, address, email address and the numbers of all Debenture Certificates held). They should respond with the correct number of emails


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