YOUR PROXY VOTE IS NEEDED!!!!!!

It’s not too late! Do it in the interest of all Debenture Holders!

If you have received the meeting notification email from Nova, the proxy form is at the bottom of the mail

If you have more than one email, do them all!

You have as many votes as emails received

Click on this link www.ndcag.co.za/2021/12/ to go to our 30 December web site post with guidance on proxy form completion

At the bottom of this post there is an example of a completed proxy form

Please email your completed proxies to Herman Lombaard at [email protected] <mailto:[email protected]> *** Don’t forget to date and sign the forms***

If you have not yet received an email or emails, from Nova, it’s also not too late to take action

Call them on 012 425 5000. Have your Debenture Certificate numbers handy. They will identify how many votes you have and send you the relevant number of emails. Then complete the proxies and send to Herman Lombaard – as soon as possible but by Sunday 9th latest

We urge you to participate – we need to defeat Nova on this one. If they don’t succeed they will be up against the CIPC who insist that the debenture repayment deadline is 20 January. If the vote goes against approval of J Tromp as the new Trustee, Nova will not be able to engineer an extension of the deadline and that may lead to CIPC forcing the issue

There are various scenarios that could eventuate but perhaps the best one for the Debenture Holders might be that the company be placed under administration. This might (or would?) side-line Connie Myburgh and his cronies and the focus of the business might return to its original purpose, viz REPAYMENT OF THE DEBENTURES!!!!!

Thank you

Once a person has registered with us via the online form, an automated confirmation response is sent via email – from NDCAG Signup. Thereafter, members must, please, not use the online registration form channel – for any reason whatever

If a registered member has a subsequent need to change any of the detail originally submitted, or any queries, they should please address us via email to [email protected] <mailto:[email protected]> . We will make the necessary changes in the membership record

Repeated “registrations” via the online form create extra administration and also distort our membership total

We admit that we have not performed well as regards response to received emails in the past is concerned, but undertake to rectify this and respond promptly in future

We thank members for their co-operation in this regard

We have addressed this with our web site administrators who inform that the mails going out of the server are black text on white background so there is a mystery to be solved in order to rectify

In the meantime, the alternative is to go to the web site (www.ndcag.co.za <www.ndcag.co.za> ) and click on Latest News or to check out the content in our Facebook Page: Sharemax Investors/Nova Debenture Creditors. Note though that at this time the content is posted to each site separately so it is possible that there may be a delay before same appears in the Facebook page

(Of course, the alert mails for this post will probably also appear black on black which might defeat the object of the post)

We enquire if any members are receiving the alert mails as white on black and if so, would they please send a short email to [email protected] <mailto:[email protected]> to confirm. If there are such cases, we may well be in contact to explore possible email settings differences and so find a solution

Thank you

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

Example-of-completed-proxy-for-Jan-11-2022-meeting-amended-for-NDCAG-members.pdf