Date: 05/05/14 OFFER TO LEASE. FLANAGAN & GERARD INVESTMENTS (PTY) LTD (Registration No 2007/031153/07) and

Transcription

1 Date: 05/05/14 OFFER TO LEASE FLANAGAN & GERARD INVESTMENTS (PTY) LTD (Registration No 2007/031153/07) and DISSILIO INVESTMENTS (PTY) LTD (REGISTRATION NO. 2013/184440/07) (Hereinafter referred to as the Landlord ) and.. REGISTRATION NUMBER:.. (Hereinafter referred to as the Tenant ) trading as Page 1 of 16

2 This Offer to Lease is valid for 14 days from the date of this correspondence. THE TENANT HEREBY OFFERS TO LEASE from the Landlord the premises described below on the following terms and conditions: 1. LOCATION The shopping centre known as: Heidelberg Mall, situated on erf 6853, 6854, 6855, 6856 and Portion 1 of Erf 6859, Heidelberg Ext 25, Heidelberg. 2. PREMISES As indicated on the attached letting plan, shop measuring approximately m² ( the PREMISES ). Any variation in size of the premises which is less than 5% of the recorded area as subsequently certified by the Landlord s Architect, according to the SAPOA method of measurement, shall not affect the amount of the rental and other costs referred to in this agreement. The plan only serves to identify the premises and no warranties are given in regard thereto. 3. LEASE PERIOD AND COMMENCEMENT DATE 3.1. The lease shall be for a fixed period of 4 years, commencing on the 1 st November 2014 ( the commencement date ) subject, however, to the provision of clause 4 below The lease will commence on the first day of the month following that in which trading commenced, should trading have commenced other than on the 1 st of the month. The rental for the period prior to lease commencement will be calculated on a pro rata basis of the first month s rent. In addition, the Tenant shall pay rates and taxes, electricity, water, sanitation and refuse charges for the period prior to the commencement date The Tenant shall be obliged to commence trading in the premises from and pay rent from the 1 st day preceding the end of the beneficial occupation period (i.e. centre trading date) The anticipated trading date is 23 rd October Should the programme see the Mall opening for trading later than 1 November 2014, but not later than 1 November 2015, then the terms as set out herein shall continue to be applicable save that the rentals, which shall escalate by 8% per annum or proportion thereof, should the opening date be later than 1 November BENEFICIAL OCCUPATION 4.1. The Tenant will not be granted access to the premises until the lease has been signed and the bank has cleared the cheque referred to in clause 9.1. Notwithstanding the above, the Tenant will be granted a period of beneficial occupation of 30 calendar days ( the scheduled beneficial occupation period ) prior to the lease commencement. The purpose hereof is to allow the Tenant, inter alia, to prepare the premises to commence trading on the lease commencement date The Landlord will give the Tenant 60 calendar days prior to the scheduled beneficial occupation period referred to in clause 4.1, written notice to confirm the scheduled beneficial occupation period alternatively to provide a revised beneficial occupation date. Page 2 of 16

3 4.3. No rent will be payable during the beneficial occupation period but services such as water, electricity, security, cleaning and refuse removal will be charged for. It is specifically recorded that the Landlord shall use its best endeavours to grant the Tenant timeous access to the premises. Should the Tenant not be granted access to the premises on the scheduled beneficial occupation period or the revised beneficial occupation date specified in clauses 4.1 and 4.2 for whatever reason, the Tenant shall have no claim against the Landlord or its agents. The commencement date of the lease will be extended to such later date on which the Tenant starts trading from the premises alternatively after expiry of the scheduled beneficial occupation period, whichever is the earlier. The termination date of the lease will be extended to ensure that the Tenant occupies the premises for the lease period provided for in clause 3.1 Irrespective of the actual lease commencement date, the gross rental and other amounts due in terms of this Offer to Lease will escalate on the anniversary of the commencement date as provided for in clause 3.1 at the escalation rate provided for in clause The Tenant undertakes to commence with the actual and physical fit-out of the premises within 72 (seventy two) hours after being granted access to the premises. The Tenant acknowledges that the Landlord s Architect has prepared a schedule with time lines and the Tenant hereby undertakes to work with the Landlord s Architect to adhere to the time lines reflected in the schedule during the fitting-out period The Tenant shall comply with all statutory requirements, including but not limited to the Occupational Health and Safety Act, as amended during the scheduled and/or revised beneficial occupation and while occupying the premises. The Tenant shall, at its cost, procure a Certificate of Electrical Compliance and Occupation Certificate within 7 (seven) days after the completion of the scheduled and/or revised beneficial occupation, as well as if any internal changes are made during the term of the lease Should the Tenant, despite being given beneficial occupation as set out above, not commence trading on the commencement date as set out in clause 3, the Landlord will be entitled to claim five times the daily rental from the commencement date for each and every day that the Tenant does not trade from the premises. The daily rental will be calculated as the monthly gross rental multiplied by twelve and divided by 365 days. 5. USE OF PREMISES AND TRADING NAME 5.1. The Tenant shall use the premises for: Retail sale of...and for no other purpose whatsoever The Tenant shall trade under the name: TENANTNAMEHERE 5.3. It is specifically recorded that no exclusivity of whatsoever nature is granted to the Tenant and the Landlord shall be entitled to let premises in the building to third parties that may conduct the same or similar business as that of the Tenant The Tenant may not sublet the premises or surrender occupation to any third party and shall not be entitled to cede and/or assign its rights in terms of this Offer to Lease after acceptance thereof by Landlord. 6. TRADING HOURS AND HOUSE RULES 6.1. The Centre will trade 7 (seven) days a week and all tenants will trade on these days (minimum trading hours): Page 3 of 16

4 Monday to Friday 09h00-18h00 Saturdays 09h00-18h00 Sundays & Public Holidays 09h00-17h The Tenant shall be required to trade continuously during the minimum and extended trading hours as set and adjusted by the Landlord from time to time as detailed in the Shopping Centre House Rules as set out in Annexure D - a copy of which if not attached, can be requested from the Landlord s office in writing This clause is a material term of the Lease, and if the Tenant does not adhere to these hours, the Landlord has the right to charge a penalty amount. 7. RENTALS AND ESCALATION 7.1. Rental The rental payable shall be R.00/m² per month on the area specified under Clause The gross rental includes the basic rent and operating costs The gross rental will escalate annually, on the anniversary of the lease commencement date, at a rate of 8% compounded annually Turnover Rental The turnover rental payable by the Tenant for the leased premises shall be the greater of the Rental referred to in 7.1 above, or 8% of the Tenant s net annual audited turnover Turnover rental will be payable annually within 90 (Ninety) calendar days after the Tenant s financial year-end. It is specifically recorded that any rental for Tenant parking shall not form part of any turnover calculation Turnover shall mean for any period, the nett cash selling price (that is exclusive of interest, finance credit or buying card charges and any other charges, tax or imposition levied in connection with the sale of goods or any other bona fide charges) of all goods and services sold from the premises by the Tenant and any sub-tenant of the Tenant during the period, whether sold for cash, on terms of credit, on hire purchase, over the internet or otherwise, after deducting there from all discounts reasonably allowed during the period, all credits passed in respect of goods traded-in, returned or repossessed during that period and all amounts reasonably written off as bad debts during that period, provided that should any amounts so written off be subsequently recovered then they shall be included in the nett turnover applicable to the lease year during which they are recovered The Tenant shall be obliged to annually submit to the Landlord a 12 (twelve) month forecast of projected turnover for the premises. For the first year of the lease, the Tenant will provide the forecast for the projected turnover to the Landlord upon signature of this lease. The forecast for the projected turnover for the remainder of the lease period will be submitted to the Landlord annually thereafter on the financial year end of the Tenant. Page 4 of 16

5 8. OTHER COSTS Notwithstanding anything to the contrary in the provisions of this offer, the Tenant shall submit to the Landlord within 14 (fourteen) days of the end of each calendar month an unaudited statement of the turnover for the preceding month. The Landlord shall treat this information as confidential, and shall use it only for the purpose of determining trading trends and not for the calculation of turnover rentals. The Tenant shall furthermore be liable for and shall pay to the Landlord the following additional monthly charges: 8.1. Electricity: The metered cost of all electricity consumed by the Tenant plus a charge for reading the meter from the date of beneficial occupation. If not metered, consumption will be calculated according to the area of the premises in relation to the gross lettable area ( GLA ) occupied of the property. In addition to the aforementioned the Tenant will be liable to pay its pro rata share in proportion to the gross lettable area occupied for the property of the electricity consumed within the common area or areas of the property, including the electricity consumed by signage and the air conditioning system servicing the common areas Water: The metered cost of all water consumed by the Tenant from the date of beneficial occupation. If not metered, consumption will be calculated according to the area of the premises in relation to the GLA occupied of the property. In addition to the aforementioned the Tenant will be liable to pay it s pro rata share in proportion to the gross lettable area occupied for the property of the water consumed within the common area or areas of the property, including the water consumed by the air conditioning system servicing the common areas Refuse: The direct costs of refuse removal from the date of beneficial occupation from the premises or alternatively a pro rata share of the charges for refuse removal provided that if the volume of refuse generated by the Tenant is higher per square metre of the space occupied than the average, the calculation will be weighted to take account thereof Rates: The tenant is responsible for a pro rata share of rates and taxes levied on the property and buildings that make up the development and any increases throughout the period of the lease Sanitary: The tenant is responsible for a pro rata share of sewerage and effluent disposal charges levied against the property or alternatively calculated in accordance with water consumption for the premises if metered Air-conditioning: The repairs, maintenance, water and electricity consumption cost of the airconditioning unit serving the premises from the date of beneficial occupation. Where the airconditioning unit is not dedicated to specific premises but shared by more than one tenant, the pro rata costs will be calculated according to the area of the premises in relation to the GLA served by the air-conditioning unit Insurance: The Tenant shall be responsible at its cost for the insurance of the premises and its contents and for the insurance of the plate glass shopfronts from the date of beneficial occupation Security: The tenant is responsible for security of their premises from the date of beneficial occupation. Page 5 of 16

6 8.9. Marketing Fund: A monthly contribution of 5% of the gross rental shall be payable for the marketing of the centre, as opposed to the premises. The Landlord has established a separate marketing fund for this purpose Parking: Tenant parking is provided and charged for at R350.00/bay per month for covered parking. The Tenant undertakes to lease 1 parking bay/s for the duration of the lease. The parking rental will escalate annually, on the anniversary of the lease commencement date, at a rate of 8% compounded annually Lease fees: Cost of the preparation of the lease which shall be R 3, excluding VAT VAT: All Rand amounts, Rand rates, percentages and other monetary expressions stated herein are exclusive of VAT. 9. DEPOSIT 9.1. The Tenant shall within 14 days of acceptance by the Landlord of this Offer furnish the Landlord with a security deposit in cash, cheque or bank guarantee in a form acceptable to the Landlord, equal to two times the last month s gross rental of the Offer to Lease. 10. SURETY In the event of the Tenant being a Company / Close Corporation, then the Tenant warrants that its Directors / Shareholders / Members shall bind themselves as sureties and co-principal debtors in solidum with the Tenant for the due performance of the Tenant's obligations, in terms of the Landlord s standard Deed of Suretyship, as per Annexure F. 11. RELOCATION The Landlord may from time to time, whether before or after the Tenant has commenced trading from the premises, relocate the Tenant to alternative premises within the building, which in the opinion of the Landlord are reasonably comparable to the premises as set out in this agreement, having regard to the size, pedestrian traffic, exposure to the public and accessibility of the public to such alternative premises. 12. MAINTENANCE The Tenant shall maintain the interior of the premises, including shop fronts, fittings, doors, door mechanisms, equipment and appurtenances of whatsoever nature in good order and repair The Landlord shall have the right at all reasonable times to carry out maintenance work in and on the premises and maintenance or building work and alterations, whether structural or otherwise, to the property and building, and the Tenant shall have no claim of any nature against the Landlord, nor a remission of rental and other charges, in respect of any loss, damage, nuisance or disturbance whatsoever which it may suffer from or as a result thereof. In exercising this right the Landlord shall at all times have due regard to the Tenant s business and will endeavour that such work does not unduly interfere with the Tenant s business and is executed as expeditiously as may be expected in the circumstances. Page 6 of 16

7 13. LIMITATION OF LIABILITY The Landlord, its agents or employees, shall not be liable for any loss to stock fixtures or fittings, damage or injury to persons, irrespective of the cause, suffered by the Tenant, its directors, its agents, employees, invitees or any other person. 14. OFFER AND AGREEMENT On signature hereof this document will constitute an irrevocable offer, which will become revocable after a period of 90 (ninety) days from date of signature by the Tenant if not signed by the Landlord In the event that this offer to lease has not been accepted by the Landlord within a period of 90 (ninety) days from the date of signature of the Tenant, then such offer shall lapse and shall be of no force and effect This offer to lease, once signed by the Tenant, constitutes a firm, binding and irrevocable offer which shall upon the signature hereof by the Landlord, or its nominee, constitute a binding agreement of lease between the Landlord and the Tenant. No variations to this agreement shall be of any force or effect unless reduced to writing and signed by both parties Until this offer to lease is signed by the Landlord, the Tenant shall not be entitled to claim or allege the existence of any agreement of lease, whether or not express, tacit or oral Upon the signature of the standard agreement of lease by the Landlord, it will constitute the only agreement between the parties relating to the tenancy of the premises forming the subject matter herein. In the event however that the Tenant fails to sign the Landlord s standard agreement of lease, then this offer to lease shall remain in full force and effect as the sole lease document, and the tenancy of the Tenant shall be regulated by this document and the common law. In such event however, the Landlord shall have the option to resile from this agreement and the Tenant shall have no claim whatsoever against the Landlord in respect thereof. 15. GENERAL CONDITIONS In the event that the Tenant is a Company / Close Corporation, then a resolution from the Tenant approving the terms of this offer and providing the name of the person duly authorised to sign this offer to lease shall be provided to the Landlord as set out in Annexure E The Landlord or its agent may verify the information provided by the Tenant and carry out whatever enquiries they consider necessary. The Landlord and its agent may furnish any credit bureau with any information regarding the Tenant s compliance or otherwise with this agreement In the event that the Landlord sells the property then the Tenant acknowledges that the offer to lease shall remain in full force and effect. Page 7 of 16

8 16. OTHER OFFER TO LEASE TERMS The remaining terms of the Offer to Lease shall be those contained in the Landlord s standard lease for this property, which if not attached, can be requested from the Landlord s office in writing Within 14 days of the acceptance of this offer by the Landlord, a payment of (1) the deposit as per clause 9.1 PLUS (2) the first months rental as per clause PLUS (3) the lease fee as per clause 8.12 will be paid to the Landlord It is a material condition of this Offer to Lease that the Tenant signs the Landlord s standard lease within 14 (fourteen) days from date that the lease is issued by the Landlord. In the event of the Tenant failing to sign the lease by aforesaid date, the Landlord will have the right, but not obliged, to cancel this Offer to Lease, on seven days written notice to the Tenant Should the Tenant not take occupation of the premises or repudiate the agreement (whether such repudiation is accepted or not) within the first 3 (three) months of the lease period the Tenant shall be liable to the Landlord for any leasing commission calculated at three times the final monthly rental of the lease period I/We irrevocably consent to the Landlord and/or his agents requesting any information available on any credit bureau regarding the Tenant and if applicable any sureties stipulated herein from time to time It is common cause that the SABS is about to issue new building regulations SANS 204 1, 2 & 3. These regulations have been endorsed by the National Energy Regulator of South Africa (NERSA). These new regulations limit electricity consumption on a 12 hour day basis to 240Kwh/m²/annum, maximum demand to 90vA/m² and a power factor of 0.9. It is anticipated that in the event of these limits being exceeded by consumers that punitive penalties will be applied to consumption tariffs by the relevant supply authorities. Each tenant will be metered separately and shall be responsible for payment of the penalties should the tenant exceed the limits. Furthermore, in the case of tenants with Standard Specifications, the costs of changing the lighting and/or air conditioning specifications to be more energy efficient so as to comply with these limits shall be for the tenant s account. The baseline for the specifications shall be those issued prior to July ASSIGNMENT AND SUBLETTING The Tenant shall not cede or assign any of its rights or obligations arising out of this Offer to Lease to any other party and/or sub-let the whole or any portion of the premises. 18. UNENFORCEABLE PROVISIONS In the event that one or more of the provision/s of this offer to lease be held to be unenforceable by a Court of Law, for any reason whatsoever, then such provision/s shall be severed from the offer to lease and shall in no way affect the remaining provisions hereof. 19. BREACH Should the Tenant fail to comply with any of the terms and conditions of this agreement then the Landlord shall be entitled, but not obliged, to forthwith cancel this agreement. Page 8 of 16

9 20. INSTALLATION AND FIT OUT The Tenant shall, at its own cost, install such fixtures and fittings and fit out the premises in accordance with the approved concept design for the premises and in accordance with the Landlord s Tenant criteria document. A specimen copy of which is attached hereto marked Annexure B. Variations to the standard specification as requested by the Tenant will be costed and may be effected by the Landlord on a pre-paid basis It is specifically recorded that the Tenant will employ a suitable, qualified architect and/or interior designer to design the shop layout and prepare drawings for the Landlord s approval prior to the fit-out of the premises. Any delays in this regard shall constitute a material breach Any contribution payable by the Landlord to the Tenant will only be made at the later of: the Tenant trading from the premises, or the Tenant paying, in terms of this Offer to Lease, including but not limited to all amounts due to the Landlord in terms of clause 16.2, or the Tenant accepting the premises as complete, or the Standard Agreement of Lease being signed. 21. INCOMPLETE PREMISES If, upon the date of commencement of the lease the premises are incomplete and/or not available for occupation then the rental and additional charges shall only be payable from the date the Landlord is able to give the Tenant occupation of the premises. Late delivery of the premises by the Landlord will be dealt with in accordance with clause DOMICILIUM Any notice, communication or payment required in terms hereof shall be delivered to the following addresses which the parties choose as their respective domicilia: The Landlord: C/O Flanagan & Gerard, Morningside Shopping Centre, Cnr of Rivonia & Outspan Roads, Morningside Sandton Address: js@fgprop.com The Tenant (Physical address): Facsimile number: Address:... Page 9 of 16

10 23. FICA REQUIREMENTS The Tenant acknowledges the Landlord s duty to comply with the Financial Intelligence Centre Act, 38 of 2001, as amended, and agrees to provide the Landlord with the relevant documents as required by law and set out in Annexure G1 hereto, within 14 days to enable the Landlord or his duly authorized agents to draft the agreement of lease. SIGNED AND WITNESSED AT : on this the day of 20.. AS WITNESSES : for and on behalf of the Tenant who warrants that he duly authorised hereto SIGNED AND WITNESSED AT: on this the day of 20.. AS WITNESSES: This Offer accepted on behalf of The Landlord, being duly authorised hereto Page 10 of 16

11 ANNEXURE F DEED OF SURETYSHIP I/We the undersigned,.. hereby bind myself/ourselves as Surety(ies) and Co-Principal Debtors(s) jointly and severally to: FLANAGAN & GERARD INVESTMENTS (PTY) LTD (Registration No 2007/031153/07) and DISSILIO INVESTMENTS (PTY) LTD (REGISTRATION NO. 2013/184440/07) (hereafter called the LANDLORD ) for the due and proper fulfilment of all the obligations of, and for the punctual payment of all sums which are or may become due by:..... REG NO: trading as (hereafter called the TENANT ) or its successors in title or assigns, to the LANDLORD, from whatsoever nature and howsoever arising, including but not limited to the Agreement of Lease to which this Deed is annexed, its cancellation or termination, in respect of premises in the Property known as shop, Heidelberg Mall, erf 6853, 6854, 6855, 6856 and Portion 1 of Erf 6859, Heidelberg Ext 25, Heidelberg. I/We agree and declare that: 1. No act of indulgence, relaxation or grace granted by the LANDLORD to the TENANT or any amendment of the obligations existing between the TENANT and the LANDLORD shall prejudice or affect the LANDLORD'S rights in terms hereof, and if any action by the LANDLORD results in a notation of any debt or liability between the LANDLORD and the TENANT or if any transaction between the TENANT and LANDLORD is terminated in terms of any statute or law in force from time to time, and a new transaction concluded in place thereof, then I/we undertake and agree to be similarly bound as Surety(ies) and Co-Principal Debtor(s) in favour of the LANDLORD for such novated debt or liability or such newly concluded transaction; 2. The LANDLORD shall be entitled, without prejudice to its rights and without detracting from my/our liability hereunder, to release any securities or other sureties given to it or to give time to or compound with or make any arrangements with the TENANT in regard to the fulfilment of any of the TENANT'S obligations as the LANDLORD in its absolute discretion deems fit; Page 11 of 16

12 3. If there is provision in this document for signature by more than one person of this Suretyship and one or more of those persons do not sign the Suretyship, that fact shall not affect the liability of the person(s) who does/do sign this document; 4. This Suretyship shall establish a continuing covering liability on my/our part for whatever amount(s) and whatever other obligation(s) will be owing by the TENANT to the LANDLORD for the time being, notwithstanding any intermediate discharge or settlement of or fluctuations in the account and notwithstanding the death, insolvency (which term shall for all the intents and purposes of these presents include sequestration, surrender, winding up and judicial management, whether provisional or final) or legal disability of the TENANT or any other Surety(ies) for and/or co-principal debtor(s) with the TENANT, until the LANDLORD will cancel this Suretyship; provided that I/we may, at any time when: (a) (b) (c) there is no contract in force between the LANDLORD and the TENANT; every indebtedness and liability of the TENANT to the LANDLORD has been rendered liquid and the amount thereof ascertained and determined; and no facts or circumstances exist which could give rise to any subsequent indebtedness or liability of the TENANT to the LANDLORD, give written notice to the LANDLORD terminating this Suretyship and simultaneously paying to the LANDLORD the aggregate amount then owed by the TENANT to the LANDLORD from all causes, whether due for payment or not, including such interest as will have accrued in favour of the LANDLORD up to the date of such payment, and upon the LANDLORD receiving such notice and such payment, the LANDLORD shall be obliged to cancel these presents. 5. This Suretyship shall be in addition to and without prejudice to any other Suretyship of securities now held or hereafter held by the LANDLORD from or on behalf of the TENANT; 6. (a) The amount of my/our indebtedness hereunder and that of the TENANT to the LANDLORD at any time, shall be determined and proved by a certificate signed by the LANDLORD (or by one of the LANDLORD'S officials whose appointment, qualification and/or authority need not be proved); (b) A certificate in terms of sub-clause (a) hereof shall be binding on me/us, shall be prima facie of the amount of my/our indebtedness hereunder, and shall be valid as a liquid document against me/us in any competent court for the purpose of obtaining provisional sentence or judgement against me/us thereon; 7. Should the LANDLORD cede its claim against the TENANT to any third party, then this Suretyship shall be deemed to have been given by me/us to such cessionary who shall be entitled to exercise all rights in terms of this Deed of Suretyship as if such cessionary were the LANDLORD; 8. I/We renounce the benefits of excussion, non numeratae pecuniae, errore calculis, non causa debiti, division and cession of action, the full meaning and effect whereof I/we know and understand; 9. I/we choose domicilium citandi et executandi at the Premises let by the LANDLORD to the TENANT in terms of the lease to which this Deed of Suretyship is an annexure; 10. All notices addressed to me/us shall be sent by prepaid registered post to the address referred to in sub-clause (a) hereof; 11. If a signatory hereof is a company, close corporation (other juristic person) (or Trust) ( the estate"), that entity does hereby warrant and represent to the LANDLORD that it has a material interest in securing the indebtedness covered by this Suretyship, which is entered into for its direct or indirect benefit. The person signing this Suretyship on behalf of the Company shall be deemed by virtue of such Page 12 of 16

13 signature to be party to the aforegoing warranty and representation in his personal capacity jointly and severally with the Company. 12. If the estate of the TENANT is provisionally or finally sequestrated or (if the TENANT is a Company or Closed Corporation or other juristic person) it is placed under provisional or final winding up, my/our liability hereunder shall not be affected in any way. 13. This Suretyship constitutes the entire agreement between me/us and the LANDLORD, and no variation or consensual cancellation thereof shall be of any force or effect unless it is in writing and signed by both the LANDLORD and me/us. 14. I/we acknowledge that no representations whatever have been made to me/us in order to induce me/us to sign this Suretyship. 15. I/We acknowledge that the LANDLORD shall be entitled to conduct enquiries at credit bureaus and/or financial institutions from time to time. 16. Any costs incurred by the LANDLORD in enforcing the terms of this Suretyship against me/us will be borne by me/us on the scale as between attorney and own client. I/we furthermore consent to the jurisdiction of the Magistrate's Court having jurisdiction over my/our person in respect of all legal steps, which the LANDLORD may take against me/us, notwithstanding that the amount claimed or cause of action would otherwise be beyond the jurisdiction of the Magistrate's Court. SIGNED AT.. ON THIS THE.. DAY OF Name: Witness Surety Signature: (Signature & Full Name) ID Number: Physical Address - Domcilium: 2. Name: Witness Surety Signature: (Signature & Full Name) ID Number: Physical Address - Domcilium: Page 13 of 16

14 ANNEXURE E EXTRACT OF RESOLUTION OF DIRECTORS OF... HELD AT... ON THE... DAY OF IT WAS RESOLVED o O o That this company enter into an Agreement of Lease with: FLANAGAN & GERARD INVESTMENTS (PTY) LTD (Registration No 2007/031153/07) and DISSILIO INVESTMENTS (PTY) LTD (REGISTRATION NO. 2013/184440/07) in respect of shop, located in the building known as Heidelberg Mall situated on erf 6853, 6854, 6855, 6856 and Portion 1 of Erf 6859, Heidelberg Ext 25, Heidelberg on the terms and conditions set out in the Agreement of Lease laid before the Meeting and approved. IT WAS FURTHER RESOLVED THAT... in his/her/their capacity as... be, and he/she/they are/is hereby authorised to execute the Agreement of Lease. CERTIFIED A TRUE COPY... SIGN HERE Page 14 of 16

15 ANNEXURE G1 FICA REQUIREMENTS - FOR LEGAL PERSONS (RSA UNLISTED COMPANIES / TRUSTS / CLOSE CORPORATIONS) PLEASE NOTE THAT ALL DOCUMENTS REQUIRED MUST BE VERIFIED OR CERTIFIED DOCUMENTS AND PROVIDED WITHIN 14 DAYS OF ACCEPTANCE OF THIS OFFER TO LEASE 1. RSA UNLISTED COMPANIES 1.1. Certificate of Incorporation (CM1) / (COR 14.3) 1.2. Company registration document listing all directors 1.3. Notice of Registered Office and Postal Address (CM22) / (COR 21.1) 1.4. Directors resolution authorising person/s to act 1.5. Personal details of director/s, principal executive officer of company and of person/s holding more than 25% of the voting rights in Company (please refer to list below of requirements for identity and address) 1.6. Proof of physical business address (must be less than 6 months old, unless otherwise specified) 1.7. VAT certificate 2. CLOSE CORPORATIONS 2.1. Founding Statement of Certificate of Incorporation (CK1) 2.2. Amended Founding Statement (CK2), if applicable 2.3. Members resolution authorising person/s to act 2.4. Personal details of member/s, person/s authorised to act and of person/s holding more than 25% of the voting rights in CC (please refer to list below of requirements for identity and address) 2.5. Proof of physical business address (must be less than 6 months old, unless otherwise specified) 2.6. VAT certificate 3. TRUSTS 3.1. Trust deed or other founding document 3.2. Letter of authority from Master of High Court 3.3. Trustees resolution authorising person/s to act 3.4. Personal details of trustee/s, each beneficiary and founder (please refer to list below of requirements for identity and address) 3.5. Proof of physical address for the trust (must be less than 6 months old, unless otherwise specified) 3.6. VAT certificate (if applicable) 4. PROOF OF IDENDITY OF DIRECTORS/MEMBERS/TRUSTEES/OTHER: If South African Identity document OR if not available, valid reason why identity document could not be provided AND THEN valid driver s licence OR valid passport If Foreign Valid passport Page 15 of 16

16 5. PROOF OF ADDRESS FOR DIRECTORS/MEMBERS/TRUSTEES/OTHER Any of the following documents reflecting the name and physical residential address (must be less than 6 months old, unless otherwise specified) Utility bill Current lease or rental agreement Municipal rates and taxes invoice Valid television licence Mortgage statement Telkom account Tax return (less than 1 year old) Body Corporate statement or correspondence Any of the above documents for the spouse, together with the marriage certificate OR if not available o o o Affidavit from person co-habiting with client, providing: Name, physical residential address and identity number of client and co-habitant Relationship between client and co-habitant Confirmation of the fact that physical residential address is shared 6. EXEMPTIONS ANY ONE OF THE FOLLOWING ENTITIES ARE EXEMPT FROM FICA. WE REQUIRE A REASON FOR EXEMPTION TOGETHER WITH PROOF IN THE FORM OF A REGISTRATION CERTIFICATE: Company listed on recognised stock exchange (refer to for list of recognised exchanges) Approved Pension, Provident or Retirement Annuity Fund SIGNED AND WITNESSED AT: on this the day of 20. AS WITNESSES: for and on behalf of the Tenant who warrants that he/she duly authorised hereto Annexure A Annexure B Annexure C Annexure D Annexure E Annexure F Annexure G1 Plan of the premises Design Criteria Document Lease House Rules Resolution Surety FICA Requirements Page 16 of 16