Gooderson stands for: G O D - ShareDataBushlands Game Lodge also recycles used water from the guest showers to provide water to the surrounding areas on the property, with the aim

1Gooderson Leisure Annual Report 2009

Gooderson stands for:

Great value for money

Opportunity to expand the business

Opportunity for employees to participate in the business

Diverse service offering in the leisure industry

Experienced management team

Return to shareholders

Strategically placed to take advantage of the growing tourism industry

Opportunity to form partnerships with National and Local Tourism Authorities will result in brand positioning

National presence

GOODERSON

2 Gooderson Leisure Annual Report 2009

Index Page number

Our Mission, Vision and Strategy Inside Cover Financial Highlights 3 Chairman / Chief Executive Officer’s Report 4 – 7 Chief Operating Officer’s Report – Hotels and Lodges 8 – 10 Chief Operating Officer’s Report – Timeshare Division 11 – 12 Group Financial Director’s Report 13 – 14 Corporate Governance Report 15 – 20 Board of Directors 21 – 25 Annual Financial Statements 29 – 75 Analysis of Shareholders 76 JSE Share Information 76 Shareholders’ Diary 76 Corporate Information 77 Notice of Annual General Meeting 78 – 81 Voting and proxies 82 Form of Proxy 83 – 84


Financial Highlights 2009 2008 % Change

Revenue (R millions) 119 106 12 Net asset value (NAV) per share cents 111.16 84.15 32 Net tangible asset value (NTAV) per share cents 110.33 83.32 32

Revenue (Rm)

Year

Hotels & Lodges / Timeshare Revenue (Rm)

HOTELS & LODGES R97,266

TIMESHARE R22,106

TOTAL R119,372

EBITDA (Rm)

Profit before and after taxation (Rm)

Year Year

10

30

50

70

90

110

130

2006 2007 2008 2009

0

5

10

15

20

25

30

2006 2007 2008 20090

5

10

15

20

25

30

2006 2007 2008 2009

AFTER TAX BEFORE TAX

81%

19%


I am pleased to report there was a satisfactory increase in revenue for the financial year ended 28 February 2009. Whilst sales were very good during the first nine months of the year and higher than the previous year, the revenues dipped over the last three months. However, if one takes the economic climate into consideration the sales were good, increasing by 12% over last year. The group embarked on a two-year refurbishment programme at the beginning of 2008 in preparation for the 2010 FIFA World Cup Soccer. The cost of upgrading the accommodation in four of the Group’s properties had a negative impact on headline earnings which were marginally up by 1%. The results did not keep pace with revenues because depreciation on new assets (furniture and fittings, etc) increased. In addition, the expenditure on “softs” rose considerably, in line with the upgrades. We expect to complete the refurbishment of the four hotels and two lodges by May 2010, which should ensure good growth in occupancies in the future. Since purchasing the Natal Spa Hot Springs Resort in September 2006 much time and effort has been spent on bringing this “mixed-use” (hotel and timeshare) resort up to Gooderson standards. There was good growth in revenue this last financial year and we expect this to continue after completion of new facilities and building upgrade, which is scheduled for November 2009. BLACK ECONOMIC EMPOWERMENT: Ownership: Due to current economic conditions no negotiations are in progress. I am, however, pleased to report that the Group achieved a “BB” rating from Empowerdex for the 2007 / 2008 Financial Year, which is a year ahead of the Group’s goals. It is our intention to improve this to a “BBB” status in the future. The “BB” status will ensure business compliance with the requirements of various departments within the Government and corporates. OVERVIEW OF GOODERSON LEISURE SOCIAL RESPONSIBILITY PROGRAMME Gooderson Leisure, has improved year on year on its commitment to corporate social investment and transformation in line with BEE Charter. Our Empowerdex rating for 2008 is BB. We are excited about helping the less fortunate and to serve and assist in the areas in which we operate and to other initiatives in need.

Spend on training initiatives, skills development and affiliations through learnerships programmes Spend on social investment initiatives. Independent arts development support. Environmental responsibility and contribution to building of classrooms, ablution facilities, community

development and upliftment as well as recycling initiatives.

Chairman / CEO Report


Drakensberg Gardens Choir After three years of sheer hard work, determination and dedication, the Drakensberg Staff Choir have had their dream come true – they recorded a CD which is now available. The name of the CD "Iphupho Lethu - Our Dream". All members of the choir are employed by Gooderson Leisure Drakensberg Gardens Golf & Spa Resort, in different departments. We have also noted all the positions and the length of employment on the CD. This would not have been possible had we not had the support and assistance from Johnny Dimba,Malcom Nhleko, and Gooderson Leisure who donated R10 000 to make this dream come true. In addition, a percentage of all income generated from sales of the CD is donated to Clouds of Hope, the AIDS orphanage in Underberg. Bergview Primary School Community Project The Bergview Primary School is based less than one kilometre from Drakensberg Gardens Golf & Spa Resort. The school is a community initiative to give the 48 children access to education and offer an equal opportunity for a positive future. The Drakensberg Gardens project team worked closely with the school’s principal, and identified the school’s needs. The school now also boasts ablution facilities and electricity for the school. Gooderson Leisure pledged R96,000 to “Project Build” to assist and improve the pupil classroom ratio and create better working conditions for teaching staff, which in turn improves the quality of life in the school community. Dumazulu Lodge & Traditional Village and Bushlands Game Lodge

The Village residents supply the on site curio shop with a spears/shields/beadwork/pots/Zulu apparel. The lodge supports school children (Grade 11) from the surrounding area with practical education at the lodge,

where they are accepted to work at the lodge for a short period to gain experience and decide on a career in tourism.

Bushlands Game Lodge donates funds towards a community church for the congregation in the area. We endeavour to purchase fresh fruit used at the lodge from local suppliers within the area.

Going Green The following cultivation takes place on the property: vegetable garden, worm compost, and herb garden. Bushlands Game Lodge also recycles used water from the guest showers to provide water to the surrounding areas on the property, with the aim of creating a pond for the birdlife within the area. Youth Development Gooderson Leisure endeavours to assist youth development through the utilisation of Tropicana Hotel and Beach Hotel conference facilities free of charge to empower and prepare youth for upcoming events and how to engage them on strategic plans for set projects. Our contribution for the year was R22,000. Organisation Support Gooderson Leisure’s main focus going forward was to identify and support an extremely vulnerable group in South Africa. The donation of furniture consisting of beds, wardrobes, dressing tables, stools, head boards with a monetary replacement value of R1, 140,000 and a donation value of R114, 000. The furniture is being used entirely for the benefit of indigent orphans and vulnerable children and, where applicable, their supporting families in the rural areas of uMlalazi, King Dinizulu, Esiqwaqweni, Mandawi and Simunye adjacent to the town of Eshowe in Zululand. We can also confirm that all the beneficiaries are Zulu people who are registered in the Zulufadder HIV/AIDS orphan and vulnerable children project. We hope that it will bring joy and satisfaction in making a difference to a child’s life. Zulusponsor is an extremely committed non profit organisation registered in Norway and established by Mari Maurstad, the Norwegian actress and author, and Ragnhild (Rung) Button, a South African based tour operator in KwaZulu Natal. Zulusponsor’s aim is to help orphans, vulnerable children and their families who have been affected by the HIV/AIDS pandemic, and in particular KwaZulu-Natal, as one of the worst infected HIV areas in the world. Through our business model we are able to offer support by donating our secondhand furniture to Zulufadder Children Trust.


ACQUISITIONS: Hotel & Lodge Division: Unfortunately, we have been unable to implement the Group’s policy of adding a new resort per year to the company’s portfolio as many potential properties were disregarded during the year due to exorbitant selling prices. However, with changing economic conditions, more opportunities are arising and we expect to take advantage of any proposition which fulfils our financial requirements and that is strategically located within our growth model. Timeshare Division: Negotiations are ongoing with a view to expanding the number of locations within the Group. The company has access to cash and institutional funding in the event of such an opportunity arising. Corporate Sector: 75% of Goodtime Developments (Pty) Ltd, a dormant subsidiary, was sold on 1 March 2009. Goodtime Developments (Pty) Ltd thereafter acquired a 50% interest in three companies that specialise in project refurbishment of hotels and timeshare units, making curtains and bedspreads, the design of new products and the provision of outsourced housekeeping staff. This is a strategic investment as this company is totally involved in the upgrade of our accommodation establishments. AW Gooderson and GM Castleman have an interest in the companies acquired by Goodtime Developments (Pty) Ltd. Post Balance Sheet Events The Avuxeni Resort and Conference Centre was purchased by Gooderson Leisure Corporation Ltd on 06 May 2009 for the sum of R7.5 million, which will be funded partly by debt and from the company’s current cash resources. The takeover date will be 01 July 2009 however we do not forsee this acquisition having any affect on profits for the current year. This 19.11 hectare property, which is situated between Bella Bella (Warmbaths) and Modimolle (Nylstroom), consists of 54 self-catering units, four conference rooms, two swimming pools and has the normal infrastructure, i.e. restaurant, bar, etc. This resort is Gooderson Leisure’s first venture outside KwaZulu-Natal and it will fit in with the company’s mixed-use resort model, i.e. hotel, timeshare and self-catering accommodation. It is our intention to upgrade the existing property to the standard of other Gooderson Leisure properties and further expansion will take place as development rights have already been granted. LAND CLAIMS: Bushlands Game Lodge (Pty) Ltd: There have been no further developments since the date of issue of the prospectus. J & M Stiebel (Pty) Ltd: Correspondence is still ongoing between the Mzimkulu Valley Land Claim Association (the company’s representative in this matter) and the Commission of the Restitution of Land Rights. In terms of the Government’s time frame for finalization of Land Claims, we expect this to be resolved soon. LOOKING AHEAD: The recession in South Africa could have a negative impact on the current year’s revenue, however, due to the numerous sporting events that are taking place throughout the year we expect this to offset, and in fact increase, group revenue. It is further expected that hotel and lodge tariffs, and the selling price of timeshare units, will keep abreast with inflation.


The Soccer World Cup will be taking take place in South Africa during June/July 2010 therefore this will have a positive affect on the group’s revenue. Furthermore, research has shown that the host country of a major sporting event, such as the Soccer World Cup or the Olympic Games, attracts additional international tourists for several years thereafter. This should be a major plus for the group and will ensure continued, solid, shareholder value growth. APPRECIATION: In closing, I would like to extend my sincere thanks to the board of directors for their continued effort in a difficult year. To the management and staff of our organization, thank you very much for your commitment and loyalty in helping to improve our standards and service, thereby ensuring our guests and new timeshare owners have a memorable holiday at the various property locations within the group.

Alan W. Gooderson Chairman / CEO


Since the early 1980’s the core focus of our group has been to always provide our guests with a value for money experience, quality, comfortable accommodation and service that continually exceeds our guests’ expectations. We have continued with this tradition into the 2000’s and this has proven to be one of the platforms of which we have built and continued the success of the group. With a constantly evolving market in the hospitality industry, we have maintained and upgraded our properties to meet our guests constantly changing requirements. A consistently strong demand for our two city hotels saw average occupancies remain at 68% for the financial year even though these declined in January and February 2009 because of the lack of conferencing from the government sector due to the upcoming elections and the global financial crisis. Our resorts and lodges averaged an occupancy of 44%. This is an increase on last year of 2% points largely due to the growth of the conference market in this segment. This growth was good considering the decrease in the number of the International visitor room nights due to the European recession. The annual room occupancy for the group was 58%. Average room rates increased by 9.6% and revpar (revenue per available room) by 10.1%. Revenues rose by 15% from R84.431 million to R97.266 million. However, profit before tax decreased by 8% from R15.761 million to R14.438 million. This was mainly attributed to the spend on the continued upgrade of hotel rooms and infrastructure with the expense having increased from R1.62 million to R2.24 million. This had a direct impact on operating profit margins.

HOTEL & LODGES

GROUP

28 FEB 2009

29 FEB 2008

28 FEB 2007

28 FEB 2006

Average Room Rate

525

479

448

400

Room occupancy %

58

58

59

58 Revpar

305

277

264

233

AVERAGE ROOM RATE

479448

400

525

0

100

200

300

400

500

600

2009 2008 2007 2006

R

Chief Operating Officer’s Report - Hotels & Lodges


ROOM OCCUPANCY %58 58 59 58

0

10

20

30

40

50

60

2009 2008 2007 2006

REVPAR

277264

233

305

0

50

100

150

200

250

300

350

2009 2008 2007 2006

PERCENTAGE CHANGE

GROUP

28 FEB 2009

29 FEB 2008

28 FEB 2007

28 FEB 2006

Average Room Rate

9.6

6.9

12.0 -

Room occupancy % - -

- -

Revpar 10.1 4.9

13.3 -

Our staff feature highly on the list of our priorities and training and development of our team has been our core focus. One of our strengths in this regard has been the upliftment of several of our long standing staff members into junior and middle management positions. This depth and experience within these staff has created a consistent level of quality and service in our units. Continuing with our quality and service excellence programme will be one of our priorities to ensure the return of our regular guests and to grow our market share. I have always believed in the philosophy that “our people make the difference” and as we grow our brand and acquire new properties that fit into our portfolio of ‘Mixed use Resorts”, we will continue to train and develop the current number of 513 permanent hotel and lodge staff that we employ. Our new branding was launched in May 2008 with great success. Our website has been upgraded and continues to be one of our most powerful marketing tools as worldwide e-commerce use increases. As our market share increases we constantly keep in touch with online booking trends via our GDS platform.

%^

R


This year saw the start of our refurbishment programme in preparation for the 2010 FIFA World Cup soccer tournament. We have completed 70 rooms at the 112 room Durban Beach Hotel and the balance of the 42 rooms will be completed by Sept 2009. 50 Rooms have been upgraded at the 168 room Durban Tropicana Hotel and the next phase of the refurbishment of 70 rooms will be completed by November 2009. The balance of 48 rooms will be upgraded by May 2010. The improvements at the Natal Spa Hot Spring Resort and Conference Centre include the building of an additional 13 new rooms, the introduction of the state of the art wellness centre, an adventure putt-putt course and new swimming pools. This resort upgrade programme will be finalized by November 2009. The total number of hotel and self catering rooms in the group now stands at 496. Trading conditions have been tough over the first two months of this financial year but our advance sales show that conditions are improving. Strict financial controls, enhanced guest experiences, as well as our policy regarding acquisitions should boost our trading. I would like to thank all parties who have contributed to our company’s success to date and continuing into the future. This includes our guests, staff, management, directors, shareholders and our suppliers. Gavin M. Castleman Chief Operating Officer – Hotels and Lodges


Overview The steady growth of the timeshare division continues with the 2008 / 2009 revenue figures reflecting a marginal increase over the previous year and profit before tax showing a 20% increase compared to the previous year. This can be attributed, in part, to the launch of the in-house marketing company in mid 2008. The sales have improved month on month and the first two trading months of the current year continue to confirm the viability of the introduction of off-site decks situated at Beach Hotel and Silversands Timeshare unit. Marketing The strategic location of the berg, bush and beach offering a diversity of holiday destinations has augured well in establishing the group as a worthy contender in the quality holidays market. Value for money has always been the key issue for the group with a host of activities to compliment the resorts. At the recent RCI awards function, the group was awarded an Oscar for “Group/Resort that focuses most on Sustainability”. Sales The back to back agreement with the Club Leisure Group as well as the marketing programme by The Vacation Group were the main source of income in terms of the timeshare sales for the early part of 2008 / 2009. The formation of the in-house marketing company, namely Good Vacations, in January 2008, complimented the contracted marketers’ sales. The in-house marketing company started with presentation by appointments, however, the growth in the sales volumes was due to the opening of the first sales deck in July 2008 with a second deck opening in December in the same financial year. The success enjoyed from the off-site sales has prompted the consideration of launching additional off-site decks in prime locations in the foreseeable future. Developments The ability to continue development on existing resorts has provided sufficient stock levels for the sales division in addition to which, the Company is also aggressively looking for resorts that comply with the group’s business model. The effect of developing a resort has a ripple effect on the other sections within the Timeshare Division benefitting both the finance house as well as the management company. The Fairways resort in the Southern Drakensberg is still in the throws of development with 50 units having been completed. Eight further units are currently under construction with a further 4 units still to be developed in the ensuing year which will then complete the development of this resort. At the Natal Spa Hot Springs & Leisure Resort we have completed the construction of seven timeshare units and a further five units are currently under construction for release in December 2009, thus completing twelve of this twenty unit timeshare resort. Mountain View Cottages at Drakensberg Gardens Golf & Spa Resort, Mtunzini Forest Lodge and Riverbend Chalets are sold out resorts, however, any recycled delinquent stock is offset by sales at the offsite decks. The inhouse marketing company will continue to maximize sales from both the on-site and off-site decks, however, future sales decks in strategic locations are under investigation.

Chief Operating Officer’s Report - Timeshare Division


Operations The Group’s portfolio of the management company, GDS Investments, includes two Gold Crown resorts, a Silver Crown resort and Lifestyle resorts with two of these resorts receiving accolades at the recent annual RCI Awards for being in the Top 10 in the country in their specific categories. Future Planning In respect of future planning, investigations are taking place for the construction of a further 60 units at Drakensberg Gardens and the plans have been submitted to the authorities for consideration. It is the intention of the timeshare division to incorporate the existing five self-catering units (Nyala Lodge) at the Bushlands Game Lodge into a Shareblock scheme with the occupation date taking effect from March 2010. Plans are being prepared to create this new resort which will include these five units. Conclusion We are cautiously optimistic that the growth will continue in the ensuing year and that, with the plans in place for the development of more units in the future, this will be very beneficial to the expansion of the timeshare division. In closing, I would like to extend my sincere appreciation to the Owners, Guests, Management and Staff as well as the shareblock board members for their valuable contribution to ensure the continued success of the timeshare division, thereby setting high standards in our constant strive to meet and exceed guests’ expectations. Cheryl L. Gooderson Chief Operating Officer - Timeshare


INTRODUCTION This financial year has been a reasonably good year for Gooderson Leisure Corporation, marked by good growth in revenue and a strengthening balance sheet despite the impact of the tough economic climate. Significant capital expenditure have been made during the year on upgrading, refurbishing and building additional hotel rooms and timeshare units, which resulted in the group profits marginally increasing over the previous year. The Group has reviewed areas of the business that have been underperforming and have adopted strategies to enhance their performance. DIVIDENDS The board has declared a final dividend of 3.85 cents per share in line with the group’s dividend policy. FINANCIAL PERFORMANCE The Group is organized into two segments namely Hotels and Lodges and Timeshare. These segments are the basis on which the group reports to management. The Group achieved good growth in revenue which at R119.372 million was 12% ahead of last year (2008: R106.319 million). Cost of sales increases have been contained at 8%. Net profit for the Group was R15.990 million (2008: R15.979 million) after taxation of R7.041 million (2008: R6.970 million). The Group’s properties have been revalued and the net asset value (NAV) and net tangible asset value (NTAV) have both increased by 32% from 84.15 to 111.16 cents per share and 83.32 to 110.33 cents per share respectively. RISK MANAGEMENT Insurance losses, including material damage to assets and business interruptions are covered through policies underwritten by our insurers. The internal financial controls are monitored on an ongoing basis with the group internal auditor performing reviews and reporting to the audit committee half-yearly. Credit risk is managed through adequate internal control systems including credit checks, client assessment and security over client assets. The Group’s debt collection has improved considerably and the average collection period is less than the industry norm.

R119.372 million a 12% growth in revenue

Group Financial Director’s Report


CASH FLOWS The cash generation ability of the group remained strong. Cash generated from operations was R26.864 million. CAPITAL EXPENDITURE The group has spent its budgeted capital expenditure for the year. Looking ahead the Group will continue with the refurbishment program that commenced in the current year. WORD OF THANKS I thank the directors, general managers of each group operations, their management teams, and the entire staff for their invaluable contributions, commitment and loyal support. Finally I would like to thank all our partners and our shareholders for the continued support and confidence in the group. Rajen Nannoolal Group Financial Director


CORPORATE GOVERNANCE REPORT Introduction The Board of Directors confirms that the company has during the year under review, complied with the Code of Corporate Practices and conduct recommended by the 2002 King Report on Corporate Governance for South Africa (King II). Gooderson is committed to the principles of openness, integrity and accountability and adheres to King II Report. The Board regards Corporate Governance as vitally important to the success of the business of the company and are unreservedly committed to applying the principles necessary to ensure that good governance is practised in all of its business dealings in respect of its shareowners and relevant stakeholders. The Board will be ensuring that all the required policies and procedures are adopted by the Board, and that the Audit and Remuneration Committees will only comprise of non-executive directors in compliance with the Listings Requirements of the JSE and as recommended by King II .

Board of Directors The board of directors comprise six executive directors and two non-executive directors. The non-executive directors are fully independent of management and free to make their own decisions. They enjoy no benefits from the company for their services, other than their fees and potential capital gains and dividends on their interests in ordinary shares. The members of the Board come from diverse backgrounds. Their collective experience enables them to provide sound decision-making in the best interests of the Group. All Directors are expected to make individual contributions in terms of skill, experience and management and is expected to have the requisite capabilities to carry out their tasks efficiently and to the benefit of the company. All directors interact on a regular basis, either personally or telephonically and the board meets quarterly with adhoc special meetings convened as necessary. The primary responsibilities of the Board include regular review of the strategic direction of investment decisions and performance against approved plans, budgets and best practice standards. The Board retains full and effective control of the Group and decisions on material matters are reserved for the Board. The Board is also responsible for monitoring the activities of the executive management. The board exercises leadership, enterprise, integrity and judgement and operates on the four pillars of corporate governance namely, fairness, accountability, responsibility and transparency. There is a policy in place for procedures for appointments to the board. Appointments are formal and transparent, and a matter for the board as a whole. TRAINING AND UPDATING THE KNOWLEDGE OF DIRECTORS Directors are supplied with the information necessary to discharge their responsibilities as board, and in certain instances, as board committee members. All directors have access to the advice of the company secretary and, through the office of the company secretary, to independent professional advice at the company’s expense. Gooderson is committed to providing continuity professional development training opportunities to its directors and officers. MATTERS RESERVED FOR THE BOARD The board reserves the approval of certain matters to itself. These matters include, but are not restricted, to the following: Approval of financial statements Payment of dividends Annual capital expenditure plan Major capital projects Major changes to the group’s management and control structure. The board sets strategic objectives, investment policies, agrees performance criteria and delegates planning and implementation, within relevant risk parameters, to management. Achievements and conformance within agreed parameters is monitored, through performance reports and budget updates.


CONFLICTS OF INTEREST The Directors are required to inform the Board timeously of any conflict or potential conflict of interest which they may have in relation to particular items of the business. Directors are obliged to excuse themselves from discussions or decisions in which they have a conflicting interest. Directors are required to disclose their shareholding in the company and all other directorships as changes occur. Declaration of interest statements are tabled at every Board meeting. BOARD MEETINGS AND ATTENDANCE The attendance of the directors at these meetings are provided below.

Director Designation Appointed Attended Meetings held

AW Gooderson Chairman / CEO 01/03/2006 4 4

CL Gooderson Director / Chief Operating Officer – Timeshare Division

01/03/2006 4 4

CM de Klerk Director - Timeshare Division

01/03/2006 4 4

GM Castleman Director / Chief Operating Officer – Hotels & Lodges

01/03/2006 4 4

GA Lello Sales & Marketing Director – Hotels & Lodges

01/03/2006 2 4

R Nannoolal Group Financial Director 01/03/2006 4 4

MA Pottier* Non-Executive Director 10/08/2006 4 4

BR Warmback* Non-Executive Director 10/08/2006 4 4

* Non-executive One third of the Directors are subject, by rotation, to retirement and re-election at the annual general meeting in terms of the Company’s articles of association. In addition, all Directors are subject to election by shareholders at the first annual general meeting after their initial appointment. The biographical details for each of the Directors are set out on pages 22 - 25 of the annual financial statements. Board Committees The board has established three standing committees to enable it to discharge its duties adequately and ensure the economic viability and sustainability of Gooderson. These are the: Executive Committee Audit Committee Remuneration Committee


Executive Committee The executive committee was established to implement and monitor business strategies, recommend and manage business policies and procedures, oversee implementation and deal with executive duties and business not reserved for the board. The executive committee, which meets at least quarterly, is made up of executive directors and senior management. The Executive Committee consists of the following members: AW Gooderson CL Gooderson CM de Klerk GM Castleman GA Lello R Nannoolal B Khan M Emerson Audit Committee The Audit Committee consists of the following members: B R Warmback (Chairperson) M A Pottier Van Zyl Swanepoel (Designated Adviser) The Audit Committee meets at least twice a year and comprises of two independent non-executive directors and a representative from Exchange Sponsors. The following attend the audit committee meetings by invitation:- The Chairman of Gooderson Leisure Corporation Limited The External Auditor The Internal Auditor The Group Financial Director The Role of the Audit Committee is to assist the board by performing an objective and independent review of the companies finance and accounting control mechanisms. The company maintains accounting and administrative control systems required for the current levels of operation. The Audit Committee reviews and monitors the following: The effectiveness of the group’s information systems and other systems of internal control; The effectiveness of the internal audit function; The reports of both the external and internal auditors; The appropriateness of the Financial Director; The annual report and specifically the annual financial statements included therein; The accounting policies of the group and any proposed revisions thereto; The external audit findings, reports and fees and the approval thereof; Compliance with applicable legislation and requirements of regulatory authorities; Set the principles for recommending the use of external auditors for non-audit services; Recommendation to the main board regarding the appointment of the External Auditors; The Chairman of the Audit Committee is the contact person regarding the whistle blowing policy.


AUDIT COMMITTEE AND ATTENDANCE The attendance of the directors at these meetings are provided below.


BR Warmback Non-Executive Director 10/08/2006 2 2

MA Pottier Non-Executive Director 10/08/2006 1 2

Van Zyl Swanepoel* Designated Adviser 01/03/2006 2 2

R Nannoolal ** Group Financial Director 01/03/2006 2 2

AW Gooderson ** Chairman / CEO 01/03/2006 2 2

* Designated Adviser ** Invitee The Internal and External Auditors have unrestricted access to the Audit Committee and its Chairperson with the view to ensuring that their independence is not impaired. Remuneration Committee The committee comprises Michael Pottier (Chairman) and Brian Warmback (independent non-executive directors). Rajen Nannoolal (Group Financial Director) and Colleen de Klerk (Director) are invited to attend committee meetings but may not participate in discussions on their own remuneration. The committee’s main objective is to provide the Chief Executive Officer and Executive Directors, with a competitive package including basic salary, performance-based incentives, annual bonuses, share-based incentives, pensions and other benefits, which will attract and retain executives of the highest calibre and encourage and reward superior performance. The Remuneration Committee’s principal function is to determine on behalf of the board, the senior executive remuneration policy and the remuneration as well as other terms and conditions of employment of the company’s executive directors and employees. External market surveys and other relevant industry reward benchmarks are considered in determining levels of remuneration that appropriately reward the Chief Executive Officer, Executive Directors and staff for their contribution to the group’s overall performance. The committee believes that short and long term performance-based incentives and bonus payments, which are linked to the achievement of the group’s objectives and the performance of the group’s share price, are sufficient to motivate both the Chief Executive Officer and Executive Directors and align their interests with those of the shareholders. The terms of reference of the committee were approved by the board and the board has determined that the remuneration committee has satisfied its mandate and responsibilities for the period under review in compliance with its terms of reference. The activities of the remuneration committee are reported to the board. REMUNERATION COMMITTEE AND ATTENDANCE The attendance of the directors at these meetings are provided below.


MA Pottier Non-Executive Director 10/08/2006 3 3

BR Warmback Non-Executive Director 10/08/2006 3 3

R Nannoolal ** Group Financial Director 01/03/2006 3 3

CM de Klerk ** Timeshare Director 01/03/2006 3 3

** Invitee


Executive Director’s Remuneration The remuneration of the executive director’s comprises a basic salary, an annual bonus, performance based incentives and participation in the share option scheme. The total executive director’s remuneration for the year ended 28 February 2009 was as follows: 1. Basic remuneration, benefits and bonuses paid to executive directors for the year ended 28 February 2009; 2. Share grants; and 3. Share incentive scheme: Share incentive scheme options were awarded to the Chief Executive Officer and Executive Directors calculated at

30%, 27.5%, 25% and 7% respectively of their total annual basic salary and will be effective after publication of the audited financial statements.

Directors Emoluments Executive Directors

Name Emoluments Retirement, Medical

Contributions and benefits

Incentive bonus

Directors Fees

Benefit relating to shares granted

Total

R’000 R’000 R’000 R’000 R’000 R’000

A W Gooderson 1 277 47 - - 41 1 364

G M Castleman 459 139 96 - 7 701

C L Gooderson 459 63 - - 9 532

C M de Klerk 418 82 - - 9 510

G A Lello 350 52 69 - 5 476

R Nannoolal 392 61 - - 9 462

Total 3 355 444 165 - 80 4 045

Non-Executive Directors

MA Pottier - - - 17 - 17

BR Warmback - - - 19 - 19

Subtotal - - - 36 - 36

Total Emoluments 3 335 444 165 36 80 4,081


Dealing in Securities Directors and key employees are advised of the “closed period”, which is between the end of each accounting period and the results being made public; and of periods in which they may be deemed to possess price sensitive information, during which periods they may not trade in securities. Company Secretary The company secretary is responsible for providing the chairman and directors, both individually and collectively, with advice on corporate governance, compliance with legislation, the JSE Listings Requirements and securities exchange requirements. Whistle Blowing In terms of the Protected Disclosures Act (No 26 of 2000), Gooderson will ensure that no employee who has made, or will make, a protected disclosure, shall be subjected to intimidation, harassment or occupational disadvantage. Gooderson has a number and an email address to assure confidentiality and to eliminate fear of intimidation that can be used by employees for these purposes. Designated Adviser Exchange Sponsors (2008) (Pty) Ltd, continued as Designated Adviser during the financial year. Transfer Secretary Computershare Investor Services (Pty) Limited is Gooderson’s transfer secretary. All enquiries pertaining to shareholdings should be addressed to the transfer secretary at PO Box 61051, Marshalltown, 2107 or telephone +27 11 370 5000 or www.computershare.com.


Gooderson Leisure Directors: (left - right)

Bottom Row:

Michael Allen Pottier (Non-Executive Director)

Alan William Gooderson (Chairman / CEO)

Brian Reynold Warmback (Non-Executive Director)

Top Row:

Rajen Nannoolal (Group Financial Director)

Glynis Ann Lello (Sales & Marketing Director - Hotels & Lodges)

Gavin Michael Castleman (Director / Chief Operating Officer - Hotels & Lodges)

Cheryl Lorraine Gooderson (Director / Chief Operating Officer - Timeshare Division)

Colleen Maria de Klerk (Director of Admin, Timeshare Division)


Executive Directors’ Curricula Vitarum Alan William Gooderson (72) Chairman / CEO

Date appointed 1 March 2006

Business address 85 Marine Parade Durban 4001

Nationality South African

Directorships Director of Gooderson Leisure Corporation Limited and other subsidiary companies.

Profile Alan Gooderson’s name is synonymous with the hospitality industry as he has been involved in tourism for more than 50 years. He has been Chairman and member of various tourism associated committees in Natal, having also been the Chairman of Fedhasa in KwaZulu Natal as well as Chairman of the Tourism KwaZulu-Natal Marketing Committee. Alan was awarded the RCI Hall of Fame, for his contribution to the Timeshare Industry. In 2000 he received the Hotelier of the year award from Fedhasa, as well as an award for Dedication and Loyalty Service to the Durban Hospitality Industry.

Cheryl Lorraine Gooderson (50) Chief Operating Officer – Timeshare Division




Directorships Executive director of Gooderson Leisure Corporation Limited and other subsidiary companies.

Profile Cheryl joined Gooderson Leisure Corporation in 1990 where, after working through various departments, she rose to the position of Timeshare Sales Manager by December 1996. In 1997 Cheryl diversified from sales into operations where she held the position of Timeshare Resort Operations Manager at Drakensberg Gardens until December 2004. She returned to Durban in January 2005 to take up her appointment as Timeshare Director, her main focus being sales, marketing and operations. Cheryl is highly qualified in timeshare marketing having attended trade conferences and exhibitions in the USA and UK. She is also well connected in the industry.


Executive Directors’ Curricula Vitarum (continued) Colleen Maria de Klerk (47)

Admin Director, Timeshare Division




Directorships Executive director of Gooderson Leisure Corporation Limited and other group subsidiary companies.

Profile Colleen’s career in the Gooderson Group started in 1983 as the liquor store manager of the Cumberland Hotel Off-Sales on the beachfront. This was followed by a spell as the conference coordinator for the Drakensberg Gardens Hotel until 1992. After a brief sojourn as the Stores Administration Manager at Clover Dairies, she rejoined the company in 1995 and took up the position of General Manager of the Silver Sands timeshare resort. In 2004 Colleen, as a newly appointed director of the company, returned to Head Office to focus on the administration of the company’s timeshare and shareblock investments.

Rajen Nannoolal (44) Group Financial Director



Qualifications B. Comm


Directorships Executive director of Gooderson Leisure Corporation Limited and other subsidiary companies.

Profile Rajen has been involved in the hospitality industry since 1989, and joined Gooderson Leisure Corporation in 1992 as senior accountant, being promoted to Financial Manager in 2001. He was strategically involved in the restructuring of the accounting divisions and is responsible for the company’s accounting and secretarial functions. He is a member of the Employment Equity and Black Economic Empowerment Committee.


Executive Directors’ Curricula Vitarum (continued) Gavin Michael Castleman (45)

Chief Operating Officer – Hotels & Lodges

Date appointed

1 March 2006


Qualifications

National Diploma in Hotel Management

Nationality

South African

Directorships Executive director of Gooderson Leisure Corporation Limited.

Profile Gavin started his career in the hotel industry in 1985 as an in-service trainee at the Malibu Hotel in Durban. He then joined the Tropicana Hotel where he was steadily promoted. A brief sojourn at the Karridene Protea Hotel saw him promoted to Deputy General Manager, followed by a 5-year period with Fedics Food Services, where he was promoted to District Manager. He re-joined the Tropicana Hotel in March 1996 to take up the position of General Manger. In February 2000 Gavin was promoted to General Manager-Operations and in April 2007 to Chief Operations Officer. His current responsibilities include the day-to-day operations around general managers of the hotels and Lodges, plus all industrial relations issues.

Glynis Ann Lello (49) Sales & Marketing Director – Hotels & Lodges


Business address 85 Marine Parade

Durban 4001

Qualifications Higher Diploma in Business Management


Directorships Executive director of Gooderson Leisure Corporation Limited.

Profile Glynis started her career at the South African Consulate in Hamburg Germany (1979-1982). Then joined Siemens Head Office in Johannesburg and worked in various departments gaining experience in group administration, security and corporate services. In 1993 returned to Durban and took up a sales related position with Corporate Copiers Automation Company. She joined Gooderson Leisure in 1994 as an Executive Sales Consultant and soon became the company’s Marketing Coordinator; she was then promoted to Marketing Manager in 1996. In 2001 Glynis relocated to Johannesburg to join South African Tourism Services Association (SATSA) to head up their Communications Department as Communications Manager. On returning to Gooderson Leisure in 2003, she was appointed General Manager of the Reservations, Sales and Marketing Division. Glynis is responsible for all strategic aspects of the reservations, sales and marketing functions for the hotels and lodges. She manages and maintains effective client relationships through participation in tourism industry exhibitions and workshops both nationally and internationally. In 2006 she was appointed to the Board of Gooderson Leisure then participated in a Directors Induction Programme at the Wits Graduate School of Business Administration. In 2008 she was elected and serves on the Board of TOMSA (Tourism Marketing South Africa).


Non-Executive Directors’ Curricula Vitarum Michael Allen Pottier (47) Non-Executive Director

Date appointed 10 August 2006

Business address 21 West Riding Row

Sherwood 4091

Qualifications B. Admin


Directorships Non-Executive director of Gooderson Leisure Corporation Limited

Profile Michael has approximately 22 years extensive expertise, knowledge and skills on a broad spectrum of specialized Human Resources / Industrial Relations-related matters. Michael previously worked for the public sector managing the Human Resources Division for a number of years, where the experience gained was invaluable and now runs his own consulting company, HR Workplace Solutions which consults to a number of South African businesses on specialized Human Resources / Industrial Relations issues.

Brian Reynold Warmback (66) Non-Executive Director

Date appointed 10 August 2006

Business address 30 Nqutu Road

Hillcrest 3610


Directorships Non-Executive director of Gooderson Leisure Corporation Limited

Profile Brian joined First National Bank (previously Barclays Bank) in 1960 and spent 42 years serving in a number of branches, both in the City and Country and in various positions. He retired from First National Bank in August 2002. He currently runs a successful consultancy business, assisting people with all their financial needs.


Directors Interest As at 28 February 2009, the directors of the company held shares as follows: 2009

2008

Executive directors

Direct Indirect

Direct Indirect

A W Gooderson 446,000 85,000,000 350,000 85,000,000

CM de Klerk 5,000,000 - 5,000,000 -

CL Gooderson 5,000,000 - 5,000,000 -

GM Castleman 330,000 - 330,000 -

GA Lello 330,000 - 330,000 -

R Nannoolal 330,000 - 330,000 -

Sub total 11,436,000 85,000,000 11,340,000 85,000,000

Non-executive directors

BR Warmback 125,000 - 125,000 -

Sub total 125,000 - 125,000 -

Total 11,561,000 85,000,000 11,465,000 85,000,000

The company’s Designated Advisers held 510,915 shares directly in the ordinary share capital of the company as at year end. Subsequent to year end AW Gooderson (indirectly), acquired 3 146 000 shares.


Significant shareholders An analysis of the company’s shareholders is provided on page 76 of the Annual Financial Statements. At 28 February 2009 there were public shareholders in the company, who held 19.54% of the ordinary shares. Those shareholders holding 3 percent or more of the company’s issued capital are as follows:

Shareholder Number of Shares held

%

Alju Family Trust

85,000,000

68.00

SBSA ITF Sanlam Small Cap Fund

6,172,929

4.94

Advantage Aggressive Small Cap 5,831,774

4.67 C M de Klerk

5,000,000

4.00

C L Gooderson

5,000,000

4.00

A D Gooderson Family Trust

4,650,000

3.72

Litigation

There are no legal or arbitration proceedings, including any such proceedings that are pending or threatened of which Gooderson is aware that may have, or have had during the 12 months preceding the date of the annual report a material effect on the financial position of the company. Subsidiary companies and special resolutions by subsidiary companies Gooderson has a number of subsidiary companies as listed below: Alawill Investments (Pty) Ltd Bushlands Game Lodge (Pty) Ltd Dumazulu Kraal (Pty) Ltd GDS Investments (Pty) Ltd Gooderson Vacation Sales (Pty) Ltd J & M Stiebel (Pty) Ltd Durban Inn (Pty) Ltd M & D Robinson (Pty) Ltd Goodtime Developments (Pty) Ltd Drakensberg Gardens Hotel (Pty) Ltd Century Projects & Design (Pty) Ltd Zululand Tours & Safaris (Pty) Ltd Natal Spa Investments (Pty) Ltd Good Vacations (Pty) Ltd


Certification by the Company Secretary In terms of Section 268 (G) of the Companies Act 61 of 1973 (Act), as amended, I certify that, to the best of my knowledge and belief, the company has, in respect of the financial year reported upon, lodged with the Registrar of Companies all returns required of a public company in terms of the Act and that and that all such returns are true, correct and up to date.

R. Nannoolal Company Secretary 25 June 2009


GOODERSON LEISURE CORPORATION LIMITED

ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED

28 FEBRUARY 2009

The reports and statements set out below comprise the annual financial statements presented to the members:

Contents Page

Report of the Independent Auditors 30

Directors' responsibilities and approval 31

Directors’ Report 32 – 34

Balance sheet 35

Income statement 36

Statement of changes in equity 37 – 38

Cash flow statement 39

Accounting policies 40 – 47

Notes to the financial statements 48 – 75


REPORT OF THE INDEPENDENT AUDITOR'S

To the members of GOODERSON LEISURE CORPORATION LIMITED

and its subsidiaries

We have audited the group annual financial statements and annual financial statements of Gooderson Leisure Corporation Limited, which comprise, the consolidated and separate balance sheet as at 28 February 2009, and the consolidated and separate income statement, the consolidated and separate statement of changes in equity and cash flow statement for the year then ended, and the notes which include a summary of significant accounting policies and other explanatory notes, and the directors’ report as se t out on pages 32 – 75. Directors’ responsibility for the financial statements

The company’s directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards, and in the manner required by the Companies Act of South Africa. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor’s responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluation of the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluation of the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, these financial statements present fairly, in all material respects, the consolidated and separate financial position of Gooderson Leisure Corporation Limited company as at 28 February 2009, and its consolidated and separate financial performance and consolidated and separate cash flows for the year then ended in accordance with International Financial Reporting Standards, and in the manner required by the Companies Act of South Africa.

GRANT THORNTON Chartered Accountants (SA) / Registered Auditors per J C Barnett / Chartered Accountant (SA) / Registered Auditor 25 June 2009 2nd Floor, 4 Pencarrow Crescent, Pencarrow Park, La Lucia Ridge Office Estate, La Lucia, 4019



ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2009

Directors' responsibilities and approval of the annual financial statements

The directors are required by the Companies Act of South Africa as amended, to maintain adequate accounting records and are responsible for the content and integrity of the financial statements and related financial information included in this report. It is their responsibility to ensure that the financial statements fairly present the state of affairs of the company as at the end of the financial year and the results of its operations and cash flows for the period then ended, in conformity with International Financial Reporting Standards. The external auditors are engaged to express an independent opinion on the financial statements.

The financial statements are prepared in accordance with International Financial Reporting Standards and are based upon appropriate accounting policies consistently applied and supported by reasonable and prudent judgments and estimates.

The directors acknowledge that they are ultimately responsible for the system of internal financial control established by the company and place considerable importance on maintaining a strong control environment. To enable the directors to meet these responsibilities, the board sets standards for internal control aimed at reducing the risk of error or loss in a cost effective manner. The standards include the proper delegation of responsibilities within a clearly defined framework, effective accounting procedures and adequate segregation of duties to ensure an acceptable level of risk. These controls are monitored throughout the company and all employees are required to maintain the highest ethical standards in ensuring the company's business is conducted in a manner that in all reasonable circumstances is above reproach. The focus of risk management in the company is on identifying, assessing, managing and monitoring all known forms of risk across the company. While operating risk cannot be fully eliminated, the company endeavours to minimise it by ensuring that appropriate infrastructure, controls, systems and ethical behaviour are applied and managed within predetermined procedures and constraints.

The directors are of the opinion, based on the information and explanations given by management that the system of internal control provides reasonable assurance that the financial records may be relied on for the preparation of the financial statements. However, any system of internal financial control can provide only reasonable, and not absolute, assurance against material misstatement or loss. The directors have reviewed the company's cash flow forecast for the year to 28 February 2010 and, in the light of this review and the current financial position, they are satisfied that the company has or has access to adequate resources to continue in operational existence for the foreseeable future.

The external auditors are responsible for independently reviewing and reporting on the group’s annual financial statements. The annual financial statements have been examined by the group’s external auditors and their report is presented on page 30.

The financial statements set out on pages 32 - 75, which have been prepared on the going concern basis, were approved by the board on 25 June 2009 and were signed on its behalf by:

DIRECTOR DIRECTOR


REPORT OF THE DIRECTORS Your directors are pleased to present their third annual report for the year ended 28 February 2009. This report deals with matters not specifically dealt with elsewhere in the annual report. Nature of business and review of activities. The company continues as an investment and holding company. The group continues to operate in the leisure industry. Through

investments in subsidiaries, the group operates hotels, a management company, game lodges, touring ventures and timeshare development ventures.

The trading year showed satisfactory results compared with prior years. Significant capital expenditure was made in the ongoing upgrade of the group’s facilities in preparation of the 2010 FIFA World Cup.

The upgrade of our Hotels and Lodges continues, particularly at the Tropicana and Beach Hotels in Durban and the Natal Hot Springs Spa and Leisure Resort, wherein we added seven new hotel rooms, a wellness centre, adventure putt-putt course, new swimming pools.

The timeshare division continues to show good growth in profits. Four timeshare units were built at the Fairways Resort in Drakensberg.

Net Profit of the group was R15,990,882 (2008: R15,979,445), after taxation of R7,041,267 (2008: R6,970,142).

Events after balance sheet date:

The directors are not aware of any matter of circumstance arising since the end of the financial year other than the acquisition of Avuxeni Resort and Conference Centre (Refer note 38).

Authorised and issued share capital

There were no changes in the authorised or issued share capital of the company during the year under review.

Special resolutions: No special resolutions were passed by the company and its subsidiaries during the year. Borrowing limitations In terms of the articles of association of the company, the directors may exercise all the

powers of the company to borrow money as they consider appropriate. At 28 February 2009, the group’s borrowing powers is as described in note 20.


REPORT OF THE DIRECTORS

To the members of GOODERSON LEISURE CORPORATION LIMITED

Dividends An ordinary dividend of R4 812 500 was declared and paid to members during the year.

Since the year end, an ordinary dividend of 3.85 cents was declared on 27 May 2009 payable to members registered on that date.

The salient dates for the dividend are as follows:

Last day to trade shares cum div Friday, 19 June 2009

Shares trade ex dividend Monday, 22 June 2009

Record date Friday, 26 June 2009

Payment date Monday, 29 June 2009

No share certificates may be dematerialised or rematerialised between Monday, 22 June 2009 and Friday, 26 June 2009, both days are inclusive.

Interest in subsidiaries Details of the company's investment in subsidiaries are set out in note 5.

Name of subsidiaries Net profit / (loss) for the year

R’000

Alawill Investments (Proprietary) Limited 9 177

Century Hotels (Proprietary) Limited -

Century Projects and Design (Proprietary) Limited -

Durban Inn (Proprietary) Limited 8 353

Goodtime Developments (Proprietary) Limited (20)

Drakensberg Gardens Hotel (Proprietary) Limited -

GDS Investments (Proprietary) Limited 1 592

Natal Spa Investments (Proprietary) Limited 1 318

Bushlands Game Lodge (Proprietary) Limited 154

Dumazulu Kraal (Proprietary) Limited 219

Good Vacations (Proprietary) Limited 644

Zululand Tours and Safaris (Proprietary) Limited 25

M & D Robinson (Proprietary) Limited (763)

Gooderson Vacation Sales (Proprietary) Limited 605

J & M Stiebel (Proprietary) Limited 13 733

Directors The directors at the date of this report are given on pages 22 - 25 of this report.

Service contracts have been concluded with the Executive Directors. Details of the service contracts are set out in the table below.


Director Title Date of appointment Term

Unexpired term director’s service contract as at

28 February 2009 AW Gooderson Chief Executive Officer 1 March 2006 4 Years 12 Months

GM Castleman Operations Director 1 March 2006 4 Years 12 Months

CM De Klerk Director of Admin 1 March 2006 4 Years 12 Months

CL Gooderson Chief Operating Officer 1 March 2006 4 Years 12 Months

GA Lello Sales & Marketing Director 1 March 2006 4 Years 12 Months

R Nannoolal Group Financial Director 1 March 2006 4 Years 12 Months

Secretary R. Nannoolal

Business address: Tropicana Hotel

85 Marine Parade

Durban

4001

Postal address: PO Box 10305

Marine Parade

4056

Auditors Grant Thornton will continue in office in accordance with section 270(2) of the companies Act.


GOODERSON LEISURE CORPORATION LIMITED and its subsidiaries BALANCE SHEET AT 28 FEBRUARY 2009

Group Company Note(s) 2009 2008 2009 2008 R R R R

ASSETS

Non-current assets

156 674 861 122 349 604 7 508 582 7 508 582 Property, plant and equipment 3 134 535 712 102 475 788 - -

Goodwill 4 999 563 999 563 - -

Investment in subsidiaries 5 - - 7 508 582 7 508 582

Timeshare development 8 5 572 856 8 484 116 - -

Long term debtors 12 14 659 725 9 508 377 - -

Financial asset 13 907 005 881 760 - -

Current assets

22 627 993 18 275 590 19 389 222 19 389 222

Inventories 14 1 107 422 1 174 028 - -

Loans to group companies 6

- - 14 963 422 14 963 422 Short term financial assets 7

175 000 178 491 4 425 000 4 425 000

Current tax receivable 210 218 - - -

Trade and other receivables 15 14 496 142 12 638 538 800 800 Cash and cash equivalents 16 6 639 211 4 284 533 - -

Total assets

179 302 854 140 625 194 26 897 804 26 897 804

EQUITY AND LIABILITIES

Equity

134 494 050 101 813 209 24 281 808 24 763 058 Share capital and premium 17 16 632 005 16 632 005 20 040 505 20 040 505

Reserves 56 216 102 35 268 108 6 616 6 616

Retained earnings 61 645 943 49 913 096 4 234 687 4 715 937

Non-current liabilities

25 166 011 20 090 856 - - Long term borrowings 20 2 294 336 815 546 - - Deferred revenue 21 6 093 557 6 755 860 - - Deferred tax 10 16 778 118 12 519 450 - -

Current liabilities

19 642 793 18 721 129 2 615 996 2 134 746 Loans from group companies 6 - - 2 615 996 2 134 746

Short term borrowings 20

2 454 300 4 824 552 - - Taxation 1 704 445 1 286 484 - -

Trade and other payables 22 14 020 641 10 854 795 - -

Deferred revenue 21 571 694 572 016 - -

Bank overdraft 16 891 713 1 183 282 - -

Total equity and liabilities

179 302 854 140 625 194 26 897 804 26 897 804


GOODERSON LEISURE CORPORATION LIMITED and its subsidiaries INCOME STATEMENT FOR THE YEAR ENDED 28 FEBRUARY 2009

Group Company

2009 2008 2009 2008 Note R R R R

Revenue 24

119 372 046 106 319 253 - - Cost of sales

(24 740 277) (22 971 039) - -

Gross profit

94 631 769 83 348 214 - - Operating expenses

(71 776 718) (60 260 574) - -

Operating profit 25

22 855 051 23 087 640 - - Investment revenue 26

917 252 596 104 4 812 500 4 375 000

Finance costs 27

(740 154) (734 157) - -

Profit before taxation

23 032 149 22 949 587 4 812 500 4 375 000

Taxation 28

(7 041 267) (6 970 142) (481 250) (546 875)

Profit for the year

15 990 882 15 979 445 4 331 250 3 828 125

BASIC, HEADLINE EARNINGS 39

Cent per share Cent per

share

Basic 13.22 13.22

Headline 13.13 12.99

Diluted earnings per share 12.79 12.78

Diluted headline earnings per share 12.71 12.57


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17

19


GOODERSON LEISURE CORPORATION LIMITED and its subsidiaries CASH FLOW STATEMENT FOR THE YEAR ENDED 28 FEBRUARY 2009

Group

Company

Note

2009

2008

2009

2008

R

R

R

R CASH FLOWS FROM

OPERATING ACTIVITIES

15 396 337

15 982 619

(481 250)

6 415 778

Cash generated from operations 30 26 864 469

28 471 369

-

6 822 303 Interest income

917 251

596 104

-

-

Finance costs

(740 154)

(734 157)

-

- Dividends received

-

-

4 812 500

4 375 000

Dividends paid 32 (4 658 115)

(4 234 650)

(4 812 500)

(4 234 650) Normal taxation paid 31 (6 505 864)

(7 569 172)

-

-

Secondary taxation on

companies paid 31 (481 250) (546 875)

(481 250) (546 875)

CASH FLOWS FROM

INVESTING ACTIVITIES

(11 858 628)

(17 968 322)

481 250

(6 415 778)

Purchase of property, plant and equipment 3 (10 533 957)

(11 099 701)

-

-

Sale of property, plant and equipment 3 940 663

549 958

-

- Loans advanced to group companies

-

-

481 250

-

Purchase of financial asset (25 245)

-

-

- Decrease / (Increase) in timeshare

development

2 911 259

(4 793 169)

-

- Decrease / (Increase) in long term

debtors

(5 151 348)

(2 625 410)

-

- Acquisition of subsidiary net of cash

acquired

-

-

-

(6 415 778)

CASH FLOWS FROM FINANCING ACTIVITIES

(891 462)

(1 452 190)

-

-

Payment of long term borrowings (891 462) (1 452 190)

- -

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

2 646 247

(3 437 894)

-

-

Cash and cash equivalents at

3 101 251

6 539 145

-

-

the beginning of the year

Cash and cash equivalents at

the end of the year 16

5 747 498

3 101 251

-

-


GOODERSON LEISURE CORPORATION LIMITED and its subsidiaries

NOTES TO THE FINANCIAL STATEMENTS - 28 FEBRUARY 2009

1. ACCOUNTING POLICIES

The annual financial statements have been prepared in accordance with International Financial Reporting Standards and the Companies Act of South Africa. The annual financial statements have been prepared on the historical cost basis, except for the revaluation of certain items of property, plant and equipment and certain financial instruments which are measured at fair value, and incorporate the principal accounting policies, set out below. These accounting policies are consistent with the previous year.

1.1 Significant judgements

In preparing the annual financial statements, management is required to make estimates and assumptions that affect the amounts represented in the annual financial statements and related disclosures. Use of available information and the application of judgement is inherent in the formation of estimates. Actual results in the future could differ from these estimates which may be material to the financial statements. Significant judgements include:

1.1.2 Trade Receivables and / on Loans and Receivables

The group assesses its trade receivables and / or loans and receivables for impairment at each balance sheet date. In determining whether an impairment loss should be recorded in the income statement, the group makes judgements as to whether there is observable data indicating a measurable decrease in the estimated future cash flows from a financial asset. The impairment for trade receivables and / or loans and receivables is calculated on a portfolio basis, based on historical loss ratios, adjusted for national and industry-specific economic conditions and other indicators present at the reporting date that correlate with defaults on the portfolio.

1.1.3 Allowance for slow moving, damaged and obsolete stock

An allowance for stock to write stock down to the lower of cost or net realisable value. Management have made estimates of the selling price and direct cost to sell on certain inventory items. The write down is included in the operation profit note.

1.1.4 Options granted

Management used the Black-Scholes model to determine the value of the options at issue date. Additional details regarding the estimates are included in the note 18 – Share based payments.

1.1.5 Impairment Testing

The recoverable amounts of cash-generating units and individual assets have been determined based on the higher of value-in-use calculations and fair values. These calculations require the use of estimates and assumptions. It is reasonably possible that the assumptions may change which may then impact our estimations and may then require a material adjustment to the carrying value of goodwill and tangible assets.

The group reviews and tests the carrying value of assets when events or changes in circumstances suggest that the carrying amount may not be recoverable. In addition, goodwill is tested on an annual basis for impairment. Assets are grouped at the lowest level for which identifiable cash flows are largely independent of cash flows of other assets and liabilities. If there are indications that impairment may have occurred, estimates are prepared of expected future cash flows for each group of assets. Expected future cash flows used to determine the value in use of goodwill and tangible assets are inherently uncertain and could materially change over time. They are significantly affected by a number of factors including supply demand, together with economic factors such as inflation interest.

1.1.6 Expected manner of realisation for deferred tax

Deferred tax is provided for on the fair value adjustments of land and buildings based on the expected manner of recovery, i.e. sale or use. This manner of recovery affects the rate used to determine the deferred tax liability. Refer note 10 – Deferred tax.


GOODERSON LEISURE CORPORATION LIMITED and its subsidiaries NOTES TO THE FINANCIAL STATEMENTS - 28 FEBRUARY 2009 1. ACCOUNTING POLICIES (continued) 1.1.7 Taxation

Judgement is required in determining the provision for income taxes due to the complexity of legislation. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The company recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

The group recognises the net future tax benefit related to deferred income tax assets to the extent that it is probable that the deductible temporary differences will reverse in the foreseeable future. Assessing the recoverability of deferred income tax assets requires the group to make significant estimates related to expectations of future taxable income. Estimates of future taxable income are based on forecast cash flows from operations and the application of existing tax laws in each jurisdiction. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the group to realise the net deferred tax assets recorded at the balance sheet date could be impacted.

1.2 Property, plant and equipment

The cost of an item of property, plant and equipment is recognised as an asset when: it is probable that future economic benefits associated with the item will flow to the company; and the cost of the item can be measured reliably.

Costs include costs incurred initially to acquire or construct an item of property, plant and equipment and costs incurred subsequently to add to, replace part of, or service it. If a replacement cost is recognised in the carrying amount of an item of property, plant and equipment, the carrying amount of the replaced part is derecognised.

The initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located is also included in the cost of property, plant and equipment.

Property, plant and equipment, except for land and buildings, are stated at cost less depreciation and any accumulated impairment losses.

Land and buildings are carried at revalued amounts, being the fair values at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are made with sufficient regularity such that the carrying amount does not differ materially from that which would be determined using fair value at the balance sheet date. Any increase in an assets carrying amounts, as a result of revaluation, is credited directly to equity in the revaluation reserve. The increase is recognised in profit and loss to the extent that it reverses a revaluation decrease of the same asset previously recognised in profit or loss.

Item Average useful life

Buildings 50 years

Furniture, fittings, computers and equipment 3 to 6 years

Motor vehicles 5 years

Matresses and carpets 6 years

Alterations to leasehold properties 5 years

The residual value and the useful life of each asset are reviewed at each financial period-end.

Operating equipment (which includes kitchen utensils, crockery, cutlery and linen) is recognised as an expense based on usage. The period of usage depends on the nature of the operating equipment and varies between one to three years.

The depreciation charge for each period is recognised in profit or loss unless it is included in the carrying amount of another asset.

The gain or loss arising from the derecognition of an item of property, plant and equipment is included in profit or loss when the item is derecognised. The gain or loss arising from the derecognition of an item of property, plant and equipment is determined as the difference between the net disposal proceeds, if any, and the carrying amount of the item.

1.3 Goodwill

Goodwill is initially measured at cost, being the excess of the business combination over the company’s interest of the net fair value of the identifiable assets, liabilities and contingent liabilities.

Subsequently goodwill is carried at cost less any accumulated impairment.

The excess of the company’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of the business combination is immediately recognised in profit or loss.

Internally generated goodwill is not recognised as an asset.


GOODERSON LEISURE CORPORATION LIMITED and its subsidiaries NOTES TO THE FINANCIAL STATEMENTS - 28 FEBRUARY 2009 1. ACCOUNTING POLICIES (continued) 1.4 Investment in subsidiaries

Group annual financial statements

The group annual financial statements include those of the holding company and its subsidiaries. The results of the subsidiaries are included from the effective date of acquisition.

On acquisition the group recognised the subsidiary’s identifiable assets, liabilities and contingent liabilities at fair value, except for assets classified as held-for-sale, which are recognised at fair value less costs to sell.

1.5 Financial instruments

Initial recognition

The group classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the substance of the contractual arrangement.

Financial assets and financial liabilities are recognised on the group’s balance sheet when the group becomes party to the contractual provisions of the instrument.

Fair value determination

The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the group establishes fair value by using valuation techniques. These include the use of recent arm’s length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, and option pricing models making maximum use of market inputs and relying as little as possible on entity-specific inputs.

Loans to (from) group companies

These include loans to holding companies, fellow subsidiaries, subsidiaries, and joint ventures and associates and are recognised initially at fair value plus direct transaction costs. Subsequently these loans are measured at amortised cost using the effective interest rate method, less any impairment loss recognised to reflect irrecoverable amounts. On loans receivable an impairment loss is recognised in profit or loss when there is objective evidence that it is impaired. The impairment is measured as the difference between the investment’s carrying amount and the present value of estimated future cash flows discounted at the effective interest rate computed at initial recognition. Impairment losses are reversed in subsequent periods when an increase in the investment’s recoverable amount can be related objectively to an event occurring after the impairment was recognised, subject to the restriction that the carrying amount of the investment at the date the impairment is reversed shall not exceed what the amortised cost would have been had the impairment not been recognised. Loans to (from) group companies are classified as loans and receivables.


GOODERSON LEISURE CORPORATION LIMITED and its subsidiaries NOTES TO THE FINANCIAL STATEMENTS - 28 FEBRUARY 2009 1. ACCOUNTING POLICIES 1.5 Financial instruments (continued)

Loans to shareholders, directors, managers and employees

These financial assets are initially recognised at fair value plus direct transaction costs.

Subsequently these loans are measured at amortised cost using the effective interest rate method, less any impairment loss recognised to reflect irrecoverable amounts.

On loans receivable an impairment loss is recognised in profit or loss when there is objective evidence that it is impaired. The impairment is measured as the difference between the investment’s carrying amount and the present value of estimated future cash flows discounted at the effective interest rate computed at initial recognition.

Impairment losses are reversed in subsequent periods when an increase in the investment’s recoverable amount can be related objectively to an even occurring after the impairment was recognised, subject to the restriction that the carrying amount of the investments at the date the impairment is reversed shall not exceed what the amortised cost would have been had the impairment not been recognised.

Trade and other receivables

Trade receivables are measured at initial recognition at fair value, and are subsequently measured at amortised cost using the effective interest rate method. Appropriate allowances for estimated irrecoverable amounts are recognised in profit or loss when there is objective evidence that the asset is impaired. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments (more than 30 days overdue) are considered indicators that the trade receivable is impaired. The allowance recognised is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the effective interest rate computed at initial recognition.

The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in the income statement within operating expenses. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited against operating expenses in the income statement.

Trade and other receivables are classified as loans and receivables.

Trade and other payables

Trade payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. These are initially and subsequently recorded at fair value.

Bank overdraft and borrowings

Bank overdrafts and borrowings are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term of the borrowing in accordance with the group’s accounting policy for borrowings costs.

Other financial liabilities are measured initially at fair value and subsequently at amortised cost, using the effective interest rate method.

1.6 Tax

Current tax assets and liabilities

Current tax for current and prior periods is, to the extent unpaid, recognised as a liability. If the amount already paid in respect of current and prior periods exceeds the amount due for those periods, the excess is recognised as an asset.

Current tax liabilities (assets) for the current and prior periods are measured at the amount expected to be paid to (recovered from) the tax authorities, using the tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date.


GOODERSON LEISURE CORPORATION LIMITED and its subsidiaries NOTES TO THE FINANCIAL STATEMENTS - 28 FEBRUARY 2009

1. ACCOUNTING POLICIES

1.6 Tax (continued)

Deferred tax assets and liabilities

A deferred tax liability is recognised for all taxable temporary differences, except to the extent that the deferred tax liability arises from the initial recognition of an asset or liability in a transaction which at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).

A deferred tax asset is recognised for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilised. A deferred tax asset is not recognised when it arises from the initial recognition of an asset or liability in a transaction at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).

A deferred tax asset is recognised for the carry forward of unused tax losses and unused STC credits to the extent that it is probable that future taxable profit will be available against which the unused tax losses and unused STC credits can be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date.

Tax expenses

Current and deferred taxes are recognised as income or an expense and included in profit or loss for the period, except to the extent that the tax arises from: a transaction or event which is recognised, in the same or a different period, directly in equity or

a business combination

Current tax and deferred taxes are charged or credited directly to equity if the tax relates to items that are credited or charged, in the same or a different period, directly to equity.

1.7 Leases

A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership.

Operating leases - lessee

Operating lease payments are recognised as an expense on a straight-line basis over the lease term. The difference between the amounts recognised as an expense and the contractual payments are recognised as an operating lease asset. This liability is not discounted.

Any contingent rents are expensed in the period they are incurred.



NOTES TO THE FINANCIAL STATEMENTS - 28 FEBRUARY 2009 1. ACCOUNTING POLICIES

1.8 Inventories

Inventories are measured at the lower of cost and net realisable value on the first-in-first-out basis.

Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

The cost of inventories comprises of all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.

When inventories are sold, the carrying amount of those inventories are recognised as an expense in the period in which the related revenue is recognised. The amount of any write-down of inventories to net realisable value and all losses of inventories are recognised as an expense in the period the write-down or loss occurs. The amount of any reversal of any write-down of inventories, arising from an increase in net realisable value, are recognised as a reduction in the amount of inventories recognised as an expense in the period in which the reversal occurs.

1.9 Impairment of assets

The group assesses at each balance sheet date whether there is any indication that an asset may be impaired. If any such indication exists, the company estimates the recoverable amount of the asset.

Irrespective of whether there is any indication of impairment, the group also:

tests intangible assets with an indefinite useful life or intangible assets not yet available for use for impairment annually by comparing its carrying amount with its recoverable amount with its recoverable amount. This impairment test is performed during the annual period and at the same time every period.

tests goodwill acquired in a business combination for impairment annually.

If there is any indication that an asset may be impaired, the recoverable amount is estimated for the individual asset. If i t is not possible to estimate the recoverable amount of the individual asset, the recoverable amount of the cash-generating unit to which the asset belongs is determined.

The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less costs to sell and its value in use.

If the recoverable amount of an asset is less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. That reduction is an impairment loss.

An impairment loss of assets carried at cost less any accumulated depreciation or amortisation is recognised immediately in profit or loss. Any impairment loss of a revalued asset is treated as a revaluation decrease.

Goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units, or groups of cash-generating units, that are expected to benefit from the synergies of the combination.

An impairment loss is recognised for cash-generating units if the recoverable amount of the unit is less than the carrying amount of the units. The impairment loss is allocated to reduce the carrying amount of the assets of the unit in the following order:

first, to reduce the carrying amount of any goodwill allocated to the cash-generating unit and then, to the other assets of the unit, pro rata on the basis of the carrying amount of each asset in the unit.

An entity assesses at each reporting date whether there is any indication that an impairment loss recognised in prior periods for assets other than goodwill may no longer exist or may have decreased. If any such indication exists, the recoverable amounts of those assets are estimated.

The increased carrying amount of an asset other than goodwill attributable to a reversal of an impairment loss does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior periods.

A reversal of an impairment loss of assets carried at cost less accumulated depreciation or amortisation other than goodwill is recognised immediately in profit or loss. Any reversal of an impairment loss of a revalued asset is treated as a revaluation increase.


GOODERSON LEISURE CORPORATION LIMITED and its subsidiaries NOTES TO THE FINANCIAL STATEMENTS - 28 FEBRUARY 2009 1. ACCOUNTING POLICIES 1.10 Share capital and equity

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities.

1.11 Share based payments

The group operated equity settled, share based compensation plans. The fair value of the services received in exchange for awards made is recognised as an expense. The total amount to be expensed over the vesting period is determined by reference to the fair value of the grants, excluding the impact of any non-market vesting conditions. Non-market vesting conditions are included in assumptions about the number of awards that are expected to become exercisable. At each balance sheet date, the group revision of original estimates, if any, is charged in the income statement, and a corresponding adjustment made to equity over the remaining vesting periods.

1.12 Segment reporting

The primary segmental reporting has been based o the group’s method of internal reporting which disaggregates its business by operating unit. Segmental information is set out in note 40 to the annual financial statements.

1.13 Employee benefits Short-term employee benefits

The cost of short-term employee benefits, (those payable within 12 months after the service is rendered, such as paid vacation leave and sick leave, bonuses, and non-monetary benefits such as medical care), are recognised in the period in which the service is rendered and are not discounted.

The expected cost of compensated absences is recognised as an expense as the employees render services that increase their entitlement or, in the case of non-accumulating absences, when the absence occurs.

The expected cost of profit sharing and bonus payments is recognised as an expense when there is a legal or constructive obligation to make such payments as a result of past performance.

Defined contribution plans Payments to defined contribution retirement benefit plans are charged as an expense as they fall due. 1.14 Provision and contingencies Provisions are recognised when: the group has a present obligation as a result of a past event; it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and a reliable estimate can be made of the obligation The amount of a provision is the present value of the expenditure expected to be required to settle the obligation.

Where some or all of the expenditure required to settle a provision is expected to be reimbursed by another party, the reimbursement shall be recognised when, and only when, it is virtually certain that reimbursement will be received if the entity settles the obligation. The reimbursement shall be treated as a separate asset. The amount recognised for the reimbursement shall not exceed the amount of the provision.

Provisions are not recognised for future operating losses.

If any entity has a contract that is onerous, the present obligation under the contract shall be recognised and measured as a provision.

Contingent assets and contingent liabilities are not recognised. Contingencies are disclosed in note 34.



NOTES TO THE FINANCIAL STATEMENTS - 28 FEBRUARY 2009 1. ACCOUNTING POLICIES 1.15 Revenue

Revenue is measured at the fair value of the consideration received or receivable and represents the amounts receivable for goods and services provided in the normal course of business, net of trade discounts and volume rebates, and value added tax.

Revenue includes hotel, entertainment and restaurant revenues, management and other fees, dividend income, rental income and the invoiced value of goods and services sold, less returns and allowances. Value added Tax (VAT) on revenue transactions is considered to be a tax collected on behalf of the revenue authorities and is excluded from revenue.

1.16 Cost of sales

The related cost of providing services recognised as recognised as revenue in the current period in included in cost of sales.

Contract costs comprise: costs that relate directly to the specific contract; costs that are attributable to contract activity in general and can be allocated to the contract; and

Such other costs as are specifically chargeable to the customer under the terms of the contract 1.17 Borrowing costs Borrowing costs are recognised as an expense in the period in which they are incurred. 1.18 Deferred revenue

Leasehold rights are being sold on a lease agreement where the company sell to the purchaser who purchases a leasehold right, consisting of the annual recurrent right to or interest in, the exclusive use and occupation of the dwelling unit.

Revenue is deferred and recognised over the period of leasehold right. Certain related management fees are also deferred and raised over the period of the leasehold right.

1.19 Levy deficit

Excess expenditure incurred by the managing agents over management fees received in respect of leasehold rights schemes of a subsidiary is recognised in the year incurred. No provision for future levy deficit has been made.




Group Company

2009 2008 2009 2008

R R R R

2. Statements and interpretations not yet effective

At the date of authorisation of these annual financial statements, the following Standards and Interpretations were in issue but not yet effective:

IFRS 2 (as amended in 2008) – Share based payment (effective first annual period commencing on or after 1 January 2009).

IFRS 3 (revised 2008) – Business combinations (effective first annual period commencing on or after 1 July 2009). IFRS 8 – Operating segments (effective first annual period commencing on or after 1 January 2009). IAS 1 (as amended in 2007) – Presentation of financial statements (effective first annual period commencing on or after 1

January 2009). IAS 23 (revised 2007) – Borrowing costs (effective first annual period commencing on or after 1 January 2009) IAS 27 (revised 2008) – Consolidated and separate financial statements (effective first annual period commencing on or after 1

July 2009). IFRS 2 Share-based Payment: Amendment relating to vesting conditions and cancellation Under IFRS 2, a failure to meet a condition, other than a vesting condition, is treated as a cancellation. IFRS 2 specifies the accounting treatment of cancellations by the entity, but does not give guidance on the treatment of cancellations by parties other than the entity. The amendment requires cancellations by parties other than the entity to be accounted for in the same way as cancellations by the entity. The amendment is not expected to affect the group’s results. The amendment is effective for the annual periods commencing on or after 1 January 2009. The group will adopt the amendment for year ends after the effective date. IFRS 3 Business Combinations: Comprehensive revision on applying the acquisition method and consequential amendments to IAS 27 Consolidated and Separate Financial Statements, IAS 28 Investments in Associates and IAS 31 Interest in Joint Ventures The revised IFRS 3 retains the basic requirements of IFRS 3 (2004) to apply acquisition accounting for all business combinations within the scope of IFRS 3, to identify the acquirer and to determine the acquisition date for every business combination. The most significant change is a move from a purchase price allocation approach to a fair-value measurement principle. The revision applies to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after 1 July 2009. The revision is applicable prospectively and will not affect past business combinations. IFRS 8 Operating Segments IFRS 8 requires an entity to adopt a management approach to reporting the financial performance of its operating segments. Generally, the information to be reported would be what management is currently using internally for evaluating segment performance and deciding how to allocate resources to operating segments. The application of the IFRS is not expected to change the disclosure and measurement basis applied to segment reporting by the group and is not expected to have a significant impact on the group. The group will apply IFRS 8 for year ends after the effective date, which is for annual periods commencing on or after 1 January 2009. IAS 1 Presentation of Financial Statements: Comprehensive revision including requiring a statement of comprehensive income The changes made to IAS 1 require information in financial statements to be aggregated on the basis of shared characteristics and introduce a statement of comprehensive income. The revision includes changes in titles of financial statements to reflect their functions more clearly. The revised standard will affect the disclosures in the annual report. The revision is effective for annual periods commencing on or after 1 January 2009. The group will adopt the revised standard for year ends after the effective date.




Group Company

2009 2008 2009 2008

R R R R

2. Statements and interpretations not yet effective (continued)

IAS 23 Borrowing Costs The revision removed the option of immediately recognising as an expense borrowing costs that relate to assets that take a substantial period of time to get ready for use or sale. The revision is effective for annual periods commencing on or after 1 January 2009. The revision will not affect the group as it is the group’s policy to capitalise borrowing costs on qualifying assets. IAS 27 Accounting for transactions with the non-controlling interest The revision requires an entity to attribute total comprehensive income to the owners of the parent and to the non-controlling interest even if this results in non-controlling interest having a deficit balance. The revision also requires changes in a parent’s ownership interest in a subsidiary that does not result in the loss of control to be accounted for as equity transaction. The revision also specifies how an entity measures any gain or loss arising on the loss of control of a subsidiary and requires such gain or loss to be recognised in profit or loss. The revision is effective for annual periods commencing on or after 1 July 2009. 3. Property, Plant And Equipment

Group 2009 2008

Cost /

Valuation Accumulated depreciation

Carrying value Cost / Valuation

Accumulated depreciation

Carrying value

Freehold and leasehold land and buildings 119 937 473 (3 042 121) 116 895 352 87 959 147 (2 117 884) 85 841 263 Furniture, fittings, computers and equipment 32 491 720 (20 727 945) 11 763 775 27 194 571 (17 631 319) 9 563 252 Motor vehicles 3 375 175 (2 067 472) 1 307 703 3 559 858 (1 835 935) 1 723 923 Alterations to leasehold properties 5 459 881 (1 462 503) 3 997 378 5 983 647 (1 232 873) 4 750 774 Matresses and carpets 2 826 762 (2 255 258) 571 504 2 640 094 (2 043 516) 596 578 Total 164 091 011 (29 555 299) 134 535 712 127 337 371 24 861 527 102 475 790

RECONCILIATION OF PROPERTY, PLANT AND EQUIPMENT – GROUP 2009

Opening Balance

Additions Disposals Transfers Revaluations Depreciation Total

Freehold and leasehold land and buildings 85 841 263 3 942 165 - 577 574 27 457 697 (923 347) 116 895 352 Furniture, fittings, computers and equipment 9 563 252 5 640 521 (299 701) 3 767 - (3 144 064) 11 763 775

Motor vehicles 1 723 923 546 398 (341 126) - - (621 492) 1 307 703 Alterations to leasehold properties 4 750 774 216 296 (198 120) (581 341) - (190 231) 3 997 378 Matresses and carpets 596 578 188 577 - - - (213 651) 571 504 Total 102 475 790 10 533 957 (838 947) - 27 457 697 (5 092 785) 134 535 712




Group Company

2009 2008 2009 2008

R R R R

3. Property, Plant And Equipment (continued)

RECONCILIATION OF PROPERTY, PLANT AND EQUIPMENT – GROUP 2008

Opening Balance

Additions Additions through business

combinations

Transfers and other

movements

Depreciation Total

Freehold and leasehold land and buildings 82 641 766 4 781 406 - (499 316) (1 082 593) 85 841 263 Furniture, fittings, computers and equipment 7 741 592 4 563 855 (10 880) 224 861 (2 956 176) 9 563 252

Motor vehicles 1 588 909 1 029 685 (272 352) (63 728) (558 591) 1 723 923 Alterations to leasehold properties 3 846 292 570 686 - 360 999 (27 203) 4 750 774 Matresses and carpets 658 093 154 069 - (5 542) (210 042) 596 578 Total 96 476 652 11 099 701 (283 232) 17 274 (4 834 605) 102 475 790

Revaluations The effective date of the revaluations was 28 February 2009. Revaluations were performed by independent valuer, Mr T D Labascagne Professional Valuer – Reg No. 1374 Fellow, SA Institute of Valuers, of Real Estate Valuations. Real Estate Valuations are not connected to the group. The valuation was performed using capitalisation of rentals on market related rates. These assumptions were based on current market conditions.




Group

Company

2009

2008

2009

2008

R

R

R

R

3. PROPERTY, PLANT AND EQUIPMENT

(continued)

Details of properties:

Natal Spa Investments (Proprietary)

Limited

A farm situated in Northern KwaZulu Natal

Comprising of: remainder of the Farm Koubad 191 (Portion 1, 3-5, 7-10, 12-26, 27-31, 33-37 and 40) in extent 809,1372 hectares, remainder of the Farm Welgelegen No. 199 in extent 191.4712 hectares, Portion 8 and 9 of the Farm Pivaansbad 533 in extent 49.0175 hectares and the remainder of Swembad Township in extent 7.6214 hectares.

The group acquired the property on 1 September 2006.

The land is in the process of being subdivided in order to facilitate the sale of a portion of the land to a shareblock company for the purpose of timeshare development and sale.

The property has been revalued in the current year in terms of IAS16.

- At cost 6 386 511 2 654 336 - - - Revaluation 15 173 388 9 356 782 - -

21 559 899 12 011 118

Drakensberg Gardens Hotel

Situated near Underberg, KwaZulu Natal, comprising main hotel building, guest and staff accommodation, sports facilities spa and wellness centre and sundry out buildings described as:

Rem of Farm FP309 in extent 262,9538 hectares

Subject to a first, second, third and fourth mortgage bond of R18 040 000. The property has been hypothecated in terms of a co-security agreement in respect of a subsidiary.


- At cost 4 450 000

4 450 000

-

-

- Impairment loss (3 500 000) (3 500 000) - - - Capitalised expenditure 16 160 219 16 160 219 - - - Transfers (140 128) (140 128) - - - Revaluation 27 329 909 14 946 390 - -

44 300 000 31 916 481 - -




Group

Company

2009

2008

2009

2008

R

R

R

R

3. PROPERTY, PLANT AND EQUIPMENT

(continued)

Tropicana Hotel

Being land and buildings consisting of a hotel building described as Lot 12370, Durban in extent 1987 square metres, situated on Marine Parade, Durban.

Subject to first, second, third, fourth and fifth mortgage bonds of R19 162 000 (2008: R17 192 000). The loan has been repaid. The property has been hypothecated in terms of a co-security agreement in respect of a subsidiary.

The property has been revalued in the current year in terms of IAS16

The group acquired the leasehold rights to the property on 23 October 1992 and the freehold rights on 24 February 1994.

- At cost 8 260 444 8 260 444 - - - Revaluation 31 500 156 26 739 556 - - - Parking bays 239 400 239 400 - -

40 000 000 35 239 400 - -

Dumazulu

Remainder of Lot H29. No 13268 in extent 23.6655 hectares, held under Deed of Transfer T14180/94


- At cost 3 447 895

3 447 895

- Revaluation 2 552 105

2 552 105

6 000 000

6 000 000

Bushlands Self-Catering

Sub 9 of Sub 5 of Lot H99 No. 14171 in extent 20.4366 hectares, held under Deed of Transfer T4935/9


The Group acquired full ownership of the property on 1 September 2006.

- At cost 395 000 395 00

-

-

- Revaluation 1 605 000 1 105 000 - -

2 000 000

1 500 000

-

-




Group

Company

2009

2008

2009

2008

R

R

R

R

3. PROPERTY, PLANT AND EQUPMENT

(continued)

Amadube property

The remainder of Sub 6 of Lot H99 No. 14171, known as Amadube, situated in the Zululand Joint Service Board Area, Administrative District of KwaZulu Natal, in extent 20,4362 hectares, and the wild animals situate thereon. The group acquired the property on 1 September 2006


- At cost 600 474 600 474 - Revaluation 899 526 691 643

1 500 000 1 292 117 - -

Mtunzini property

Situated in Umlalazi, KwaZulu Natal. ERF 1045 Mtunzini, in the extent of 12,7758 hectares.

The property was acquired on 11th December 2008.

- At cost 2 577 574 - - - - Revaluation 2 000 000 - - -

4 577 574 - - -




Group

Company

2009

2008

2009

2008

R

R

R

R

4. GOODWILL Group 2009 2008

Cost / Valuation Impairment Carrying

value Cost /

Valuation Impairment Carrying value

Goodwill 999 563 - 999 563 999 563 - 999 563

The goodwill relates to the premium paid on acquisition of the Tropicana Hotel and Bushlands Game Lodge. 5. INVESTMENTS IN SUBSIDIARIES

Name of company % holding 2009

% holding 2008

Carrying amount 2009

Carrying amount 2008

R R Century Projects & Design (Proprietary) Limited 100.00 100.00 50 50

Durban Inn (Proprietary) Limited 100.00 100.00 430 739 430 739

Alawill Investments (Proprietary) Limited 100.00 100.00 2 200 2 200

Drakensberg Gardens Hotel (Proprietary) Limited 100.00 100.00 20 000 20 000

GDS Investments (Proprietary) Limited 100.00 100.00 639 815 639 815

Natal Spa Investments (Proprietary) Limited 100.00 100.00 6 415 778 6 415 778

7 508 582 7 508 582

The carrying amounts of subsidiaries are shown net of impairment losses. 6. LOANS TO (FROM) GROUP COMPANIES Subsidiaries 2009 2008 2009 2008 R R R R Century Projects & Design (Proprietary) Limited - - 370 093 370 093

Durban Inn (Proprietary) Limited - - 2 908 897 2 908 897

Alawill Investments (Proprietary) Limited - - (2 615 996) (2 134 746)

Drakensberg Gardens Hotel (Proprietary) Limited - - 1 951 203 1 951 203

Goodtime Developments (Proprietary) Limited - - 3 149 007 3 149 007

Natal Spa Investments (Proprietary) Limited - - 6 584 222 6 584 222

- - 12 347 426 12 828 676

The loans are unsecured, interest free and repayable by mutual arrangement.

Current assets - - 14 963 422 14 963 422

Current liabilities - - (2 615 996) (2 134 746)

- - 12 347 426 12 828 676




Group Company

2009 2008 2009 2008

R R R R

7. OTHER FINANCIAL ASSETS

Loan to entities controlled by directors. The loan is unsecured, interest free and repayable by mutual arrangement.

175 000 178 491 175 000 175 000

Loan to Gooderson Leisure Corporation Scheme Trust (Refer note 17). The loan is unsecured, interest free and repayable by mutual arrangement.

- - 4 250 000 4 250 000

175 000

178 491

4 425 000

4 425 000

8. Timeshare Development

Fairways Developer 4 039 626

5 729 038

-

-

- Shares (refer note 8.1) 699 410

966 474

-

-

- Loan (refer note 8.2) 277 595

392 201

-

-

- Capitalised costs (refer note 8.3) 3 062 621

4 370 363

-

-

Natal Spa Developer

- Capitalised costs (refer note 8.3) 1 533 230

2 755 078

-

-

1 533 230 2 755 078 - -

5 572 856

8 484 116

-

-

8.1 Shares in Glengarry Properties Timeshare Share Block Limited are in respect of timeshare units (developed and furnished) and undeveloped units, which are held for resale in the ordinary course of business. R206 086 (2008: R224 758) of the shares relate to units that are built but not sold and R493 324 (2008: R742 216) relates to additional 12 units that are incomplete.

8.2 Loan to Glengarry Properties Timeshare Share Block Limited. The loan is unsecured, interest free and repayable by

mutual arrangement. R81 523 (2008: R88 313) of the loan relates to units that are built but not sold and R196 072 (2008: R303 888) relates to additional units that are incomplete.

8.3 Capitalised costs represent costs capitalised in the building and furnishing of timeshare units that are incomplete.




Group Company 2009 2008 2009 2008 R R R R 9. Financial assets by category

The accounting policies for financial instruments have been applied to the line items below:

Group – 2009 Loans and receivables

Fair value through profit or

loss – held for trading

Fair value through profit or loss – designated

Held to maturity

Total

Other financial assets 175 000 - - - 175 000 Long term debtors 14 659 725 - - - 14 659 725 Financial assets 907 005 - - - 907 005 Trade and other receivables 16 123 014 - - - 16 123 014 Cash and cash equivalents 6 639 211 - - - 6 639 211 38 503 955 - - - 38 503 955

Group – 2008 Loans and receivables




Held to maturity

Total

Other financial assets 175 000 - - - 175 000 Long term debtors 9 508 377 - - - 9 508 377 Financial assets 881 760 - - - 881 760 Trade and other receivables 14 330 501 - - - 14 330 501 Cash and cash equivalents 4 284 533 - - - 4 284 533 29 180 171 - - - 29 180 171

Company – 2009 Loans and receivables




Held to maturity

Total

Loans to group companies 14 963 422 - - - 14 963 422 Other financial assets 4 425 000 - - - 4 425 000 Trade and other receivables 800 - - - 800 19 389 222 - - - 19 389 222

Company – 2008 Loans and receivables




Held to maturity

Total

Loans to group companies 14 963 422 - - - 14 963 422 Other financial assets 4 425 000 - - - 4 425 000 Trade and other receivables 800 - - - 800 19 389 222 - - - 19 389 222



NOTES TO THE FINANCIAL STATEMENTS - 28 FEBRUARY 2009 Group Company 2009 2008 2009 2008 R R R R 10. DEFERRED TAX

Deferred tax liability

Accelerated capital allowances for tax purposes

(1 046 522) (1 589 536) - -

Other temporary differences 269 213 186 035 - - Revaluation, net of related depreciation

(16 647 861) (12 427 430) - -

Tax losses available for set off against future taxable income

647 052 723 341 - -

Change in the rate - 588 140 - - (16 778 118) (12 519 450) - - Reconciliation of deferred tax asset (liability)

At beginning of the year (12 519 449) (12 875 265) - - Reduction due to rate change - 588 140 - - Increase (decrease) in tax losses available for set off against future taxable income

(76 288) (110 197) - -

Originating temporary difference on revaluation of properties

(4 220 432) (53 534) - -

Reversing temporary difference on plant and equipment

(45 126) 40 634 - -

Other temporary differences 83 177 (109 228) - - (16 778 118) (12 519 450) - - Recognition of deferred tax asset

An entity shall disclose the amount of a deferred tax asset and the nature of the evidence supporting its recognition, when: The utilisation of the deferred tax asset is dependent on future taxable profits in excess of the profits arising from the reversal of

existing taxable temporary differences; and The entity has suffered a loss in either the current or preceding period in the tax jurisdiction to which the deferred tax asset

relates. 11. RETIREMENT BENEFITS Defined contribution plan

It is policy of the group to provide retirement benefits to all its employees. A number of defined contribution provident funds, all of which are subject to the Pensions Fund Act exist for this purpose. All the schemes are funded both by member and by group contributions, which are charged to the income statement as they are incurred.

The group does not provide for post retirement medical benefits.

The total group contribution to such schemes 1 285 908 1 176 628 - -




Group Company

2009 2008 2009 2008

R R R R 12. LONG TERM DEBTORS

Long-term receivables 20 967 218 13 881 299 - - Less short term portion (included in trade and other receivables) (6 307 493) (4 372 922) - -

14 659 725 9 508 377 - - Long term debtors represents amounts receivable in respect of timeshare units sold. Interest is charged at a rate varying between 6% to 22% (2008: between 6% to 21%) per annum. The period of repayment varies, extending up to 60 months. Profits relating to instalment sales are recognised in the year in which sale is concluded, except for fixed time contracts. Share certificates for perpetuity sales are held as security until such time as the debt is fully paid. The fair value of the collateral held at year end amounted to R21 million (2008: R19 million).

13. FINANCIAL ASSET Loans to participants of the Share Incentive Scheme Trust 907 005 881 760 - -

The loans are secured, bear interest at 8% (2008: 8%) per annum, the repayment of the loan shall be effected in full on or before the fifth anniversary of the effective date (being the date upon which the shares are transferred from the scheme to the Employee). (Refer note 35)

14. INVENTORIES

Foodstuff, stores and sundries 624 614 708 367 - -

Merchandise 231 315 235 689 - -

Beverage stock 251 493 229 972 - -

1 107 422 1 174 028 - -




Group Company

2009 2008 2009 2008

R R R R 15. TRADE AND OTHER RECEIVABLES

Trade receivables 6 953 768 6 716 590 800 800

Deposits 215 963 - - -

VAT 268 364 46 863 - -

Current portion of long term debtors 6 307 493 4 372 922 - -

Prepayments and accrued income 750 554 1 502 163 - -

14 496 142 12 638 538 800 800

Trade and other receivables past due but not impaired The ageing of amounts past due but not impaired is as follows:

1 month past due 321 217 471 387 - -

2 months past due 111 349 467 298 - -

3 months past due 108 809 614 080 - -

4 months past due 45 633 34 450 - -

5 months past due - 152 567 - -

587 008 1 739 782

Trade and other receivables impaired

As at 28 February 2009, trade and other receivables of R151 233 (2008 :R101 781) were impaired and provided for. The amount of the provision was R151 233 as of 28 February 2009 (2008: R101 781). Reconciliation of provision for impairment of trade and other receivables

Opening balance 101 781 553 828 - -

Provision for impairment 49 452 - - -

Unused amounts reversed - (452 047) - -

151 233 101 781 - -



and its subsidiaries NOTES TO THE FINANCIAL STATEMENTS - 28 FEBRUARY 2009

Group Company

2009 2008 2009 2008

R R R R 16. CASH AND CASH EQUIVALENTS Cash and cash equivalents consist of:

Cash on hand 64 705 63 431 - -

Bank balances 6 574 506 4 221 102 - -

Bank overdraft (891 713) (1 183 282) - -

5 747 498 3 101 251 - -

Current assets 6 639 211 4 284 533 - -

Current liabilities (891 713) (1 183 282) - -

5 747 498 3 101 251 - -

A subsidiary, Alawill Investments (Proprietary) Limited has guaranteed the overdraft facilities amounting to R1 000 000 (2008: R1 000 000), a subsidiary Bushlands Game Lodge (Proprietary) Limited. At year end the liability amounted to Nil.

17. SHARE CAPITAL Authorised

500 000 000 ordinary shares of 0.001 cents 5 000 5 000 5 000 50 000

Issued

125 000 000 ordinary shares 1 250 1 250 1 250 1 250

Share premium 16 630 795 16 630 795 20 039 255 20 039 255

Treasury shares (40) (40) - -

16 632 005 16 632 005 20 040 505 20 040 505



NOTES TO THE FINANCIAL STATEMENTS - 28 FEBRUARY 2009 Group Company

2009 2008 2009 2008

R R R R 18. SHARE BASED PAYMENTS The Gooderson Leisure Corporation Share Incentive Scheme Trust was formed, adopted and approved in 2006. The scheme was introduced for the purpose of providing an opportunity to the employees of Gooderson Leisure Corporation Limited and its subsidiaries to acquire share in the capital of the company listed on the JSE. During the year the Share Trust purchased, via a loan account with the company, 5 000 000 shares at a price of 85 cents per share.

An offer of shares made to an employee by the Gooderson Leisure Corporation Share Incentive Trust shall be made at the market value thereof determined with reference to the middle market price of the shares on the JSE on the trading day immediately preceding the date on which the offer is made, less such discount as may be determined by the Board subject to the requirements of the JSE, provided that the discount determined by the Board shall be the same for all employees who participate in the offer. The employee shall be entitled to the release and transfer of shares offered in tranches of 20% thereof anniversary of the acceptance date.

Share Option Group Number of shares

Average price (cents)

Total value (rand)

Outstanding at the beginning of the year 844 798 91 768 766

Granted during the year 1 161 140 60 696 684

Outstanding at the end of the year 2 005 938 1 465 450

Options held by Gooderson Leisure Share Incentive Trust

Number of shares

Outstanding at the beginning of the year 3 165 202

Share options granted but not exercised (1 161 140)

Balance at end of the year 2 004 062

Share options vest on the anniversary of the grant date in cumulative tranches of 20% per annum, options lapse if not exercised within 5 years of their date of grant.

The fair value of options granted since the 29 February 2008 was estimated using the Black-Scholes model. The principle assumptions used were as follows:

Strike price 60 cents

Share price 60 cents

Time to maturity 1 – 5 years

Risk free rate 0.092

Volatility 0.345512




Group Company

2009 2008 2009 2008

R R R R 18. SHARE BASED PAYMENTS (continued) Share options held by participants at the end of the year have the following terms:

Financial year of

grant Financial year of lapse

Unexercised options

Vesting options Number of participants

Strike price

2008 2013 844 798 253 439 6 91

2009 2014 1 161 140 116 114 6 60

19. REVALUATION RESERVE

Arising on disposal of listed investments 6 616 6 616 6 616 6 616

Arising on revaluation of land and buildings 56 095 261 34 522 675 - -

Arising as a result of a tax rate change - 496 499 - -

Arising from disposal of land and buildings - 208 115 - -

56 101 877 35 233 905 6 616 6 616




Group Company

2009 2008 2009 2008

R R R R 20. BORROWINGS

Held at amortised cost

Instalment sale agreements 4 748 636 1 414 934 - - Secured in terms of instalment sale agreements over vehicles, furniture and fittings and computer equipment having a book value of R3 793 972 (2008: R1 766 461).

Interest is charged at 1% above prime (2008: prime) per annum and the liability is repayable in monthly instalments of R239 527 (2008: R141 699).

Nedcor Investment Bank - 4 225 164 - - Secured by a mortgage bond over freehold land and buildings having a book value of R44 300 000 (2008: R31 561 460)

Interest is charged at prime minus 1.25% (2008: prime minus 1.25%) per annum.

The loan was repaid in the current year.

4 748 636 5 640 098 - -

Non-current liabilities

At amortised cost 2 294 336 815 546 - -

Current liabilities

At amortised cost 2 454 300 4 824 552 - -

4 748 636 5 640 098 - -

21. DEFERRED INCOME Deferred revenue comprises of deferred proceeds from leasehold rights sold.

Non-current portion 6 093 557 6 755 860 - -

Current portion 571 694 572 016 - -

6 665 251 7 327 876 - -

22. TRADE AND OTHER PAYABLES

Trade payables 1 805 790 2 717 765 - -

Amounts received in advance 3 996 990 3 337 144 - -

VAT 3 070 401 1 966 695 - -

Accruals 3 502 018 1 929 244 - -

Other payables 1 645 442 903 947 - -

14 020 641 10 854 795 - -




Group Company

2009 2008 2009 2008

R R R R 23. FINANCIAL LIABILITIES BY CATEGORY The accounting policies for financial instruments have been applied to the line items below:

Group – 2009 Financial

liabilities at amortised cost

Fair value through profit

or loss - held for trading


or loss – designated

Total

Other financial liabilities 4 748 636 - - 4 748 636

Deferred income 6 665 251 - - 6 665 251

Trade and other payables 15 647 531 - - 15 647 531

Bank overdraft 891 713 - - 891 713

27 953 131 - - 27 953 131

Group – 2008 Financial






Total

Other financial liabilities 5 640 098 - - 5 640 098

Deferred income 7 327 876 - - 7 327 876

Trade and other payables 12 543 288 - - 12 543 288

Bank overdraft 1 183 282 - - 1 183 282

26 694 544 - - 26 694 544

Company - 2009 Financial






Total

Loans from group companies 2 134 746 - - 2 134 746

Company - 2008 Financial






Total

Loans from group companies 2 134 746 - - 2 134 746

24. REVENUE

Sale of goods 31 110 547 27 214 683 5 782 459 5 319 646

Rendering of services 66 155 655 57 649 829 12 022 800 11 879 931

Timeshare sales 16 538 538 15 990 749 - -

Timeshare levies 5 567 306 5 463 992 2 089 822 1 623 336

119 372 046 106 319 253 19 895 081 18 822 913




Group Company

2009 2008 2009 2008

R R R R 25. OPERATING PROFIT Operating profit for the year is stated after accounting for the follows:

Income from subsidiaries

Dividends - - 4 812 500 4 375 000

Operating lease charges

Lease rentals on operating lease

Contractual amounts 3 945 275 3 550 692 - -

Profit on sale of property, plant and equipment 101 716 266 725 - -

Depreciation on property, plant and equipment 5 093 356 4 834 606 - -

Employee costs 31 226 021 26 488 656 - -

Research and development 7 972 28 824 - -

26. INVESTMENT REVENUE

Dividend revenue

Subsidiaries - - 4 812 500 4 375 000

Interest revenue

Other interest 917 252 596 104 - -

917 252 596 104 4 812 500 4 375 000

27. FINANCE COSTS

Non-current borrowings 314 514 647 057 - -

Instalment sale agreements 425 640 79 733 - -

Other interest paid - 7 367 - -

740 154 734 157 - -



NOTES TO THE FINANCIAL STATEMENTS - 28 FEBRUARY 2009 Group Company 2009 2008 2009 2008 R R R R 28. TAXATION

Major components of the tax expense

Current Local income tax - current period 6 713 609 6 362 351 - - STC 481 250 546 875 481 250 546 875 7 194 859 6 909 226 481 250 546 875

Deferred

Other deferred tax (153 592) 60 916 - - Current 7 194 859 60 916 481 250 546 875 Deferred (153 592) 6 970 142 - - 7 041 267 6 970 142 481 250 546 875

Reconciliation of the tax expense Reconciliation between accounting profit and tax expense.

Accounting profit 23 032 149 22 949 587 4 812 500 4 375 000

Tax at the applicable tax rate of 28% (2008: 29%) 6 449 002 6 655 380 1 347 500 1 268 750

Tax effect of adjustments on taxable income Non-deductable items (39 643) (887 876) (1 347 500) (1 268 750)

Temporary differences (263 304) (294 004) - -

Tax losses carried forward 567 554 888 851 - - 6 713 609 6 362 351 - - 29. AUDITORS’ REMUNERATION

Fees 573 449 350 311 - -

Expenses 4 750 1 800 - - 578 199 352 111 - - 30. CASH GENERATED FROM (USED IN) OPERATIONS Profit before taxation 23 032 149 22 949 587 4 812 500 4 375 000 Adjustments for:

Depreciation and amortisation 5 093 356 4 834 606 - -

Profit on sale of assets (101 716) (266 725) - -

Dividends received - - (4 812 500) (4 375 000)

Interest received (917 251) (596 103) - -

Finance costs 740 154 734 157 - -

Share based payment 80 022 34 203 - -

Accounts receivable provision - 101 781 - -

Other non-cash items (1 777 957) (7 255) - - Changes in working capital: Inventories 66 607 (268 847) - -

Trade and other receivables (165 640) 696 574 - (800)

Trade and other payables 1 477 370 571 430 - (20 583)

Deferred income (662 625) (312 039) - -

26 864 469 28 471 369 - (21 383)




2009 2008 2009 2008

R R R R 31. TAX PAID

Balance at beginning of the year (1 286 483) (2 493 305) - -

Current tax for the year recognised in (7 194 859) (6 909 226) (481 250) (546 875)

income statement

Balance at end of the year 1 494 227 1 286 483 - -

(6 987 115) (8 116 048) (481 250) (546 875)

32. DIVIDENDS PAID Dividends declared and paid (4 658 115) (4 234 650) (4 812 500) (4 234 650)

Dividends are from capital profits. 33. COMMITMENTS

Authorised capital expenditure Not yet contracted for and authorised by directors

7 500 000 10 387 166 - - This committed expenditure will be financed by available bank facilities, retained profits, existing cash resources, funds internally generated.

Operating leases – as lessee (expense) Minimum lease payments due - Within one year 3 772 437 2 160 979 - -

- In second to fifth year inclusive 13 067 092 1 663 474 - -

16 839 529 3 824 453 - -

Operating lease payments represent rentals payable by the group for certain of its properties and office equipment. There are no contingent rents payable.

Operating leases – as lessor (income) Minimum lease payments due

- Within one year 86 232 - - -

- In second to fifth year inclusive 320 221 - - -

- Later than five years 75 874 - - -

482 327 - - -

Operating lease receipts represent rental income to the group for rental of space on premises. Lease agreements are non-cancellable and have terms from 4 to 10 years. There are no contingent rents receivable.




2009 2008 2009 2008

R R R R

34. CONTINGENCIES Guarantees: Guarantees and suretyship given by the company and Alawill Investments (Proprietary) Limited in respect of a long term loan granted to a subsidiary, J & M Stiebel (Proprietary) Limited, to the value of R19 162 000 (2008: R18 040 000). A subsidiary Alawill Investments (Proprietary) Limited has undertaken to guarantee a bond to the value of R2 000 000 (2008: R2 000 000) granted to an associated entity, Nibela Share Block). A subsidiary Alawill Investments (Proprietary) Limited has undertaken to guarantee a bond to the value of R5 000 000 (2008: R5 000 000) granted to an associated entity, Glengarry Properties Timeshare Shareblock.

The company has stood surety for a loan issued to Alawill Investments (Proprietary) Limited.

The company and Durban Inn (Proprietary) Limited have guaranteed the instalment sale facility made available to Alawill Investments (Proprietary) Limited by the Nedbank Limited R26 883 000 (2008: 17 192 000) Land Claims:

Bushlands Game Lodge (Proprietary) Limited A land claim, in terms of the Restitution of Land Rights Act 22 of 1994, has been lodged with the Regional Land Claims Commission on the 10 June 1997. The claim is in the process of being validated by the commission.

J & M Stiebel (Proprietary) Limited A land claim, in terms of the Restitution of Land Rights Act 22 of 1994, has been lodged with the Regional Land Claims Commission on the 29 December 1998. The claim has been published by way of a notice in the Government Gazette dated 15 April 2005. The land owners have filed representations in opposition to the claim on 18 May 2005.

The directors are of the opinion that the land claims referred to the above will not result in material loss to the group.

35. RELATED PARTIES

Relationships Transactions between the company and its subsidiaries, which are related parties of the company, have been eliminated on consolidation and are not disclosed in this note. Details of the transactions between the group and other related parties are disclosed below. Related party balances Loan accounts – owing (to) by related parties

Key management 907 005 881 760

Glengarry Properties Timeshare Share Block Ltd 175 000 178 491 Related party transactions Compensation of key management personnel

Short-term benefits 3 965 592 3 667 219

Shares granted benefit 80 022 34 203



NOTES TO THE FINANCIAL STATEMENTS – 28 FEBRUARY 2009

Group Company

2009 2008 2009 2008

R R R R 36. DIRECTORS' EMOLUMENTS

The non-executive directors do not have service contracts.

The executive directors have service contracts details of which are provided in the directors report.

Executive

2009 Emoluments Retirement, Medical


Incentive bonus

Benefit relating to

shares granted

Total

R

R

R

R

R

A W Gooderson 1 276 677

46 593

-

40 833

1 364 103

G M Castleman 459 158

139 015

96 670

6 704

701 547

C L Gooderson 459 012

63 514

-

9 441

531 967

C M de Klerk 418 419

82 554

-

9 041

510 014

G A Lello 350 049

52 014

68 795

4 750

475 608

R Nannoolal 392 259

60 863

-

9 253

462 375

3 355 574 444 553 165 465 80 022 4 045 614

Emoluments received by the directors

2008 Emoluments Retirement, Medical


Incentive bonus

Benefit relating to

shares granted

Total

R

R

R

R


41 895

-

17 360

1 259 255


131 067

118 540

3 530

625 917

C L Gooderson 390 996

57 653

-

3 715

452 364

C M de Klerk 375 168

76 706

-

3 554

455 428

G A Lello 304 320

67 794

39 300

2 443

413 857

R Nannoolal 403 280

69 274

-

3 601

476 155

3 046 544

444 389

157 840

34 203

3 682 976

Non-executive

2009

Emoluments

Total

M A Pottier 17 417 17 417 B R Warmback 18 667 18 667 36 084 36 084

Non-executive

2008

Emoluments

Total M A Pottier 10 000 10 000

B R Warmback 12 000 12 000 22 000 22 000




Group Company

2009 2008 2009 2008

R R R R

Directors’ interest in shares 2009

Balance held at 29 February 2008

Additions during the

year

Average purchase price

per share


Direct / Indirect


-

-

85 000 000 Indirect A W Gooderson 350 000

96 000

70

446 000 Direct


-

-

330 000 Direct C L Gooderson 5 000 000

-

-

5 000 000 Direct

C M de Klerk 5 000 000

-

-

5 000 000 Direct G A Lello 330 000

-

-

330 000 Direct

R Nannoolal 330 000

-

-

330 000 Direct B R Warmback 125 000

-

-

125 000 Direct

Directors’ interest in shares 2008


Additions during the

year

Average purchase price

per share


Direct / Indirect

cents A W Gooderson 85 000 000 - - 85 000 000 Indirect A W Gooderson 245 000 105 000 100 350 000 Direct G M Castleman 330 000 - - 330 000 Direct C L Gooderson 5 000 000 - - 5 000 000 Direct C M de Klerk 5 000 000 - - 5 000 000 Direct G A Lello 330 000 - - 330 000 Direct R Nannoolal 330 000 - - 330 000 Direct B R Warmback 40 000 85 000 97 125 000 Direct 37. RISK MANAGEMENT The group’s activities expose it to a variety of financial risks: market risk (including interest rate risk, cash flow interest rate risk), credit risk and liquidity risk. Liquidity risk The group’s risk to liquidity is a result of the funds available to cover future commitments. The group manages liquidity risk through an ongoing review of future commitments and credit facilities. In order to mitigate any liquidity risk that the group may face, the company’s policy has been throughout the year ended 28 February 2009, to maintain substantial unutilised banking facilities and reserve borrowings capacity. Cash flow forecasts are prepared and utilised borrowing facilities are monitored. The table below analyses the group’s financial liabilities and net-settled derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.




Group Company

2009 2008 2009 2008

R R R R 37. RISK MANAGEMENT (continued) Group Less than

1 year Between 1 and 2

years Between 2 and

5 years Over 5 years

At 28 February 2009 Suspensive sale agreements 4 748 636 - - - Trade and other payables 15 647 531 - - - Bank overdraft 891 713 - - - At 29 February 2008 Long-term bank loans 4 525 416 377 118 - - Suspensive sale agreements 1 381 950 573 746 - - Trade and other payables 10 854 795 - - - Other short term financial liabilities 130 000 - - - Bank overdraft 1 173 282 - - - Company Less than

1 year Between 1 and 2

years Between 2 and

5 years Over 5 years

At 28 February 2009 Loans from group companies 2 615 996 - - - At 29 February 2008 Loans from group companies 2 134 746 - - - Interest rate risk Deposits attract interest at a rate that varies with prime. The group policy is to manage interest rate risk so that fluctuations in variable rates do not have a material impact on profit (loss). In the ordinary course of business, the company receives cash from its operations and is required to fund working capital. This cash is managed to ensure surplus funds are invested in a manner to achieve maximum returns while minimising risk. Cash flow interest rate risk

Financial instrument Current interest

rate Due in less than

a year Due in one to

two years Due in two to

five years Due after five

years Suspensive sale agreement

1% above prime 2 739 841 2 082 665 - -

Long term debtors Between 6% and

22% 7 316 346 6 586 239 12 213 038 3 930 700 Credit risk Credit risk consists mainly of cash deposits, cash equivalents and trade debtors. The company only deposits cash with major banks with high quality credit standing.

Trade receivables comprise a widespread customer base. Management evaluate credit risk relating to customers on an ongoing basis. All trade debtors are subject to credit evaluations. For timeshare sales, share certificates are held as security until such time as the debt is fully paid




Group Company

2009 2008 2009 2008

R R R R Capital management The group seeks to ensure that it and each entity has sufficient capital to support its activities and its medium term growth objective. In setting the ideal mix between debt and equity, the group seeks to optimise its return on shareholder’s equity while maintaining prudent balance sheet gearing. Generally, the objective is to operate with debt at no higher than 50% of shareholder’s equity.

38. POST BALANCE SHEET EVENTS

Acquisition of Avuxeni Resort after year end:

A property defined as Portion 77 of the remaining Portion of Portion 3 of the farm Rietspruit 412 Modimolle. The 19.11 hectare Avuxeni resorts is situated between Bela (Warmbaths) and Modimolle (Nylstroom) and lies within the heart of the Waterberg Area.

Purchase price

Business 6 500 000 - - -

Property 1 000 000 - - -

7 500 000 - - -

Financed

Deposit 1 591 000 - - -

Balance 5 909 000 - - -

7 500 000 - - -

Nedcor Investment Bank has agreed to finance the purchase of the acquisition with existing mortgage bond facilities registered over the property acquired for Durban Inn (Proprietary) Limited subsidiary of Gooderson Leisure Corporation Limited.




Group Company

2009 2008 2009 2008

R R R R 39. BASIC, HEADLINE EARNINGS AND DIVIDENDS PER SHARE Heading Cent per share Cent per share

Basic 13.22 13.22

Headline 13.13 12.99

Diluted earnings per share 12.79 12.78

Diluted headline earnings per share 12.71 12.57

Dividends 3.85 3.85

Basic and headline earnings per share The calculation of basic earnings (profit or the year) per share and headline per share is based on:

Basic earnings (profit for the year) 15 990 880 15 979 445

Headline earnings 15 889 164 15 712 719

and: Number of shares

Number of shares

The weighted average number of shares in issue during the year

120 990 000 120 990 000

Reconciliation between basic and headline earnings

Basic earnings (profit for the year) 15 990 880 15 979 445 Adjusted for (profit) / loss on disposal of equipment and vehicles

(101 716) (2 667 126)


Diluted earnings and diluted headline earnings per share

The calculation of basic earnings (profit for the year per share and headline earnings per share is based on:

Basic earnings (profit for the year) 15 990 880 15 979 445


and: Number of shares

Number of shares

The number of shares issued during the year 125 000 000 125 000 000




40. SEGMENT REPORT

2009 Hotels and Lodges

Timeshare Consolidated

R R R REVENUE

External sales 97 266 202 22 105 844 119 372 046

Inter-segment sales - - -

Total revenue 97 266 202 22 105 844 119 372 046

RESULT

Segment gross profit 78 655 678 15 976 091 94 631 769

Operating costs (64 022 852) (7 753 866) (71 776 718)

Profit from operations 22 855 051

Finance costs (740 154)

Investment revenue 917 252

Profit before tax 23 032 149

Tax (7 041 267)

15 990 882

Other information

Depreciation 4 720 180 373 176 5 093 356

BALANCE SHEET



R R R ASSETS

Segment assets 138 429 785 39 873 506 178 303 291

Unallocated corporate 999 563

Consolidated total assets 179 302 854


Segment liabilities 10 462 487 15 863 754 26 326 241

Unallocated corporate liabilities 18 482 589

Equity capital and reserves 134 494 024

Consolidated total equity and reserves 179 302 854

OTHER INFORMATION

Capital expenditure 8 462 005 2 071 952 10 533 957




40. SEGMENT REPORT (continued)



R R R REVENUE

External sales 84 431 776 21 887 447 106 319 223

Inter-segment sales - - -

Total revenue 84 431 776 21 887 447 106 319 223

RESULT

Segment gross profit 71 260 275 12 087 939 83 348 214

Operating costs (55 135 356) (5 125 218) (60 260 574)

Profit from operations 23 087 640

Finance costs (734 157)

Investment revenue 596 104

Profit before tax 22 949 587

Tax (6 970 142)

15 979 445

Other information

Depreciation 4 450 744 383 860 4 834 604

BALANCE SHEET



R R R ASSETS

Segment assets 114 337 913 25 227 030 139 564 943

Unallocated corporate 1 060 251

Consolidated total assets 140 625 194


Segment liabilities 13 616 550 11 389 501 25 006 051

Unallocated corporate liabilities 13 805 934

Equity capital and reserves 101 813 209

Consolidated total equity and reserves 140 625 194

OTHER INFORMATION

Capital expenditure 10 767 683 332 018 11 099 701


ANALYSIS OF SHAREHOLDERS as at 28 February 2009

SHAREHOLDER SPREAD

No. of shareholders

%

No. of Shares

%

1 – 1,000 shares 39 13.78 28,053 0.02 1,001 – 10,000 shares 108 38.16 558,376 0.45

10,001 – 100,000 shares 106 37.46 3,089,251 2.47 100,001 – 1,000,000 shares 21 7.42 6,309,617 5.05

1,000,001 – and above shares 9 3.18 115,014,703 92.01 283 100.00 125,000,000 100.00 DISTRIBUTION OF SHAREHOLDERS

No. of shareholders

%

No. of Shares

%

Close Corporations 5 1.77 423,633 0.34 Individuals 253 89.40 18,291,972 14.63 Investment Companies 2 0.71 12,004,703 9.60 Nominees and Trusts 10 3.53 89,365,000 71.49 Other Corporations 2 0.71 43,529 0.04 Private Companies 10 3.53 861,163 0.69 Share Trust 1 0.35 4,010,000 3.21 283 100.00 125,000,000 100.00 PUBLIC / NON – PUBLIC SHAREHOLDERS

No. of shareholders

%

No. of Shares

%

Non – Public Shareholders 8 2.82 100,571,000 80.46 Share Trust 1 0.35 4,010,000 3.21 Directors 7 2.47 96,561,000 77.25 Public Shareholders 275 97.18 24,429,000 19.54 283 100.00 125,000,000 100.00 Beneficial shareholders holding of 3% or more

No. of Shares

%

Alju Family Trust 85,000,000 68.00 Sbsa IFT Sanlam Small Cap Fund 6,172,929 4.94 Advantage Aggressive Small Cap 5,831,774 4.67 C M de Klerk 5,000,000 4.00 C L Gooderson 5,000,000 4.00 A D Gooderson Family Trust 4,650,000 3.72

JSE SHARE INFORMATION For the year ended 28 February 2009 At 28 February 2009 Closing price (cents) 70 High for the period (cents) 90 Low for the period (cents) 55 Volume of shares traded during the period 1,351,378 Value of shares traded during the period 970,377.18 Note: The JSE share information is for the period since listing, 26 September 2006 to 28 February 2009. SHAREHOLDERS’ DIARY Financial year end Announcement of reviewed financial results on SENS Annual financial statements Annual general meeting Interim report

28 February

28 May 2009 25 June 2009 28 July 2009

To be published in November 2009


CORPORATE INFORMATION Full name Gooderson Leisure Corporation Limited Registration number 1972/004241/06 JSE abbreviated name Gooderson JSE code GDN ISIN ZAE000084984 Sector AltX Exchange Alternative Exchange Formed 1972 Listed JSE 26 September 2006 Website www.goodersonleisure.co.za Directors Executive Non-Executive

AW Gooderson (Chairman / CEO) MA Pottier CL Gooderson BR Warmback CM de Klerk R Nannoolal GM Castleman GA Lello Company secretary and registered office R. Nannoolal 2nd Floor, 4 Pencarrow Crescent La Lucia Ridge Office Estate, La Lucia, 4019 (PO Box 752, Durban, 4000) Telephone: (031) 576 5500 Facsimile: (031) 576 5555

Designated Adviser Exchange Sponsors (2008) (Pty) Limited (Registration number 1999/024433/07) 44A Boundary Road, Inanda, 2196 (PO Box 411216, Craighall, 2024) Telephone: (011) 880 2113 Facsimile: (011) 447 4824

Transfer secretaries Computershare Investor Services (Pty) Limited (Registration number 2004/003647/07) Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) Telephone: (011) 370 5000 Facsimile: (011) 688 5210

Auditors Grant Thornton 2nd Floor, 4 Pencarrow Crescent La Lucia Ridge Office Estate, La Lucia, 4019 (PO Box 752, Durban, 4000) Telephone: (031) 576 5500 Facsimile: (031) 576 5555

Attorneys Berkowitz Cohen Wartski 17th Floor, Southern Life House, Durban, 4001 (PO Box 3704, Durban, 4001)

Commercial banker First National Bank Limited (Registration number 1929/001225/06) Acacia House, 8 Rydall Vale Park, Douglas Saunders Drive, La Lucia Ridge, 4320 (PO Box 4130,The Square, Umhlanga Rocks, 4320)

Telephone: Fax:

(031) 3149300 (031) 3149302


Notice of annual general meeting NOTICE is hereby given that the third annual general meeting of shareholders of Gooderson Leisure Corporation Limited will be held at the offices of the company at the Tropicana Hotel, 85 Marine Parade, Durban on Tuesday, 28 July 2009 at 10:00am for the following purposes: 1. To consider the annual financial statements of the company for the year ended 28 February 2009; 2. To transact such other business as may be transacted at the annual general meeting of the company including the

re-appointment of the auditors and the re-election of retiring directors; and 3. To consider and, if deemed fit, to pass, with or without modification, the following special and ordinary resolutions

set out below, in the manner required by the South African Companies Act, 1973 as amended; Special resolution Special resolution number 1: Share repurchases

“Resolved, as a special resolution, that the directors be authorised pursuant inter alia to the company’s articles of association, until this authority lapses at the next annual general meeting of the company, unless it is then renewed at the next annual general meeting of the company and provided that this authority shall not extend beyond 15 (fifteen) months from date of passing this special resolution, for the company or any subsidiary of the company to acquire shares of the company, subject to the Listings Requirements of JSE Limited (“JSE”), provided that: 1. any repurchase of securities must be effected through the order book operated by the JSE trading system and

done without any prior understanding or arrangement between the company and the counter party; 2. at any point in time, the company may only appoint one agent to effect any repurchases on its behalf; 3. the company must be authorised thereto by its articles of association; 4. the number of shares which may be acquired pursuant to this authority in any financial year may not in the

aggregate exceed 20% (twenty percent) of the company’s issued share capital as at the date of passing of this special resolution;

5. repurchases of shares may not be made at a price greater than 10% (ten percent) above the weighted average of

the market value of the securities for the 5 (five) business days immediately preceding the date on which the transaction was effected;

6. repurchases may not be undertaken by the company or one of its wholly owned subsidiaries during a prohibited

period (as defined in paragraph 3.67 of the Listings Requirements of the JSE); 7. repurchases may only take place if, after such repurchase, the shareholder spread of the company still complies

with the Listings Requirements of the JSE; 8. after the company has acquired shares which constitute, on a cumulative basis, 3% (three percent) of the number

of shares in issue (at the time that authority from shareholders for the repurchase is granted), the company shall publish an announcement to such effect, or any other announcements that may be required in such regard in terms of the Listings Requirements of the JSE which may be applicable from time to time; and


9. the company’s Designated Adviser shall confirm the adequacy of the company’s working capital for the purposes

of undertaking the repurchase of shares in writing to the JSE prior to entering the market to proceed with the repurchase.

In accordance with the Listings Requirements of the JSE, the directors record that: Although there is no immediate intention to effect a repurchase of securities of the company, the directors would utilise the general authority to repurchase securities as and when suitable opportunities present themselves, which opportunities may require expeditious and immediate action. The directors, after considering the maximum number of securities which may be purchased and the price at which the repurchases may take place pursuant to the buy-back general authority, are of the opinion that for a period of 12 (twelve) months after the date of notice of this annual general meeting: - the company and the group will be able to pay their debts in the ordinary course of business; - the assets of the company and of the group, fairly valued in accordance with generally accepted accounting

practice, will exceed the liabilities of the company and of the group after the buy-back; - the share capital and reserves of the company and of the group will be adequate for the purposes of the business

of the company and its subsidiaries; and - the working capital available to the company and its subsidiaries will be adequate for the purpose of the business

of the company and its subsidiaries. The following additional information, some of which may appear elsewhere in the annual report, of which this notice forms part, is provided in terms of paragraph 11.26 of the Listings Requirements of the JSE for purposes of this general authority: - Directors – page 77 - Major beneficial shareholders – page 76 - Directors’ interests in ordinary shares – page 70 - Share capital of the company – page 60 Litigation statement The directors, whose names appear on page 77 of the annual report, of which this notice forms part, are not aware of any legal or arbitration proceedings including proceedings that are pending or threatened that may have or have had in the recent past (being at least the previous 12 (twelve) months) a material effect on the group’s financial position. Directors’ responsibility statement Directors, whose names appear on page 77 of the annual report, collectively and individually accept full responsibility for the accuracy of the information pertaining to this special resolution and certify that, to the best of their knowledge and belief, there are no facts that have been omitted which would make any statement false or misleading, that all reasonable enquiries to ascertain such facts have been made and that the special resolution contains all information required in terms of the Listings Requirements of the JSE. Material changes Other than the facts and developments reported on in the annual report, there have been no material changes in the affairs or financial position of the company and its subsidiaries since the date of signature of the audit report for the year ended 28 February 2009 and up to the date of this notice.


Reasons for and effects of Special Resolution number 1 The reason for Special Resolution number 1 is to afford directors of the company or a subsidiary of the company a general authority to effect a buy-back of the company’s shares on the JSE. The effect of the resolution will be that the directors will have the authority, subject to the Rules and Requirements of the JSE, to effect acquisitions of the company’s shares on the JSE. Ordinary resolutions Ordinary resolution number 1: Issue of shares for cash

”Resolved that the directors be authorised pursuant inter alia to the company’s articles of association, until this authority lapses at the next annual general meeting of the company, unless it is then renewed at the next annual general meeting of the company and provided that it shall not extend beyond 15 (fifteen) months, to allot and issue any ordinary shares for cash subject to the Rules and Requirements of the JSE Limited (“JSE”) on the following bases: 1. the allotment and issue of the shares must be made to persons qualifying as public shareholders as defined in

the Listings Requirements of the JSE; 2. the shares which are the subject of the issue for cash must be of a class already in issue, or where this is not the

case, must be limited to such shares or rights that are convertible into a class already in issue; 3. the number of shares issued for cash shall not in the aggregate in any one financial year exceed 50 % (fifty

percent) of the company’s issued share capital of ordinary shares. The number of ordinary shares which may be issued shall be based on the number of ordinary shares in issue at the date of such application less any ordinary shares issued during the current financial year, provided that any ordinary shares to be issued pursuant to a rights issued (announced, irrevocable and fully underwritten) or acquisition (concluded up to the date of application including announcement of the final terms) may be included as though they were shares in issue at the date of application;

4. the maximum discount at which ordinary shares may be issued is 10% (ten percent) of the weighted average traded price on the JSE of those shares over the 30 (thirty) business days prior to the date that the price of the issue is determined or agreed by the directors of the company;

5. after the company has issued shares for cash which represent, on a cumulative basis within a financial year, 5% (five percent) or more of the number of shares in issue prior to that issue, the company shall publish an announcement containing full details of the issue (including the number of shares issued, the average discount to the weighted average traded price of the shares over the 30 (thirty) business days prior to the date that the price of the issue is determined or agreed to by the directors and the effect of the issue on net asset value and earnings per share), or any other announcements that may be required in such regard in terms of the Listings Requirements of the JSE which may be applicable from time to time.

In terms of the Listings Requirements of the JSE a 75% (seventy-five percent) majority of the votes cast by shareholders present or represented by proxy at the general meeting must be cast in favour of Ordinary Resolution number 1 for it to be approved. Ordinary resolution number 2: Unissued ordinary shares

“Resolved that the authorised and unissued ordinary share capital of the company be and is hereby placed under the control of the directors of the company which directors are, subject to the Rules and Regulations of the JSE Limited (“JSE”) and the provisions of section 221 and 222 of the Companies Act, 1973 as amended, authorised to allot and issue any of such shares at such time or times, to such person or persons, company or companies and upon such terms and conditions as they may determine, such authority to remain in force until the next annual general meeting of the company.”


Ordinary resolution number 3: Re-election of directors

“Resolved that, in terms of the Article 74 of the Company’s Articles of Association, Messrs A W Gooderson, R Nannoolal and M A Pottier retire by rotation, but being eligible offer themselves for re-election as directors of the company”. Ordinary resolution number 4: Directors’ remuneration

“Resolved that the remuneration of the directors, as set out on page 19 of the annual report, of which this notice forms part, be and is hereby confirmed and ratified.” Ordinary resolution number 5: Re-appointment of auditors

“Resolved that Grant Thornton (Durban) be re-appointed as auditors of the company until the conclusion of the next annual general meeting.”

Ordinary resolution number 6: Signature of documentation

“Resolved that any director or the company secretary of the company be and is hereby authorised to sign all such documentation and do all such things as may be necessary for or incidental to the implementation of Special Resolution number 1 and Ordinary Resolutions numbers 1, 2, 3, 4 and 5 which are passed by the members in accordance with and subject to the terms thereof”.


Voting and proxies A shareholder of the company entitled to attend and vote at the third annual general meeting is entitled to appoint one or more proxies (who need not be a shareholder of the company) to attend, vote and speak in his/her stead. On a show of hands, every shareholder of the company present in person or represented shall have one vote only. On a poll, every shareholder of the company present in person, represented or represented by proxy shall have one vote for every share held in the company by such shareholder. A form of proxy is attached for the convenience of any shareholder holding shares who cannot attend the annual general meeting. Forms of proxy may also be obtained on request from the company’s registered office. The completed forms of proxy must be deposited at or posted to the office of the transfer secretaries of the company, Computershare Investor Services (Proprietary) Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (P O Box 61051, Marshalltown, 2107) to be received no later than 48 hours prior to the meeting. Any member who completes and lodges a form of proxy will nevertheless be entitled to attend and vote in person at the general meeting should the member subsequently decide to do so. Shareholders who have already dematerialized their shares though their Central Securities Depository Participant (“CSDP”) or broker rather than through own-name registration and who wish to attend the annual general meeting must instruct their CSDP or broker to issue them with the necessary authority to attend. Dematerialised shareholders, who have elected own-name registration in the sub-register through a CSDP and who are unable to attend but wish to vote at the annual general meeting should complete and lodge the attached form of proxy with the transfer secretaries of the company. Dematerialised shareholders, who have elected own-name registration in the sub-register through a CSDP and who are unable to attend but wish to vote at the annual general meeting, should timeously provide their CSDP or broker with their voting, instructions in terms of the custody agreement entered into between the shareholder and his CSDP or broker. By order of the board

___________________________ R. Nannoolal Company Secretary 25 June 2009 Registered Address Transfer Secretaries 4 Pencarrow Crescent Computershare Investor Services Pencarrow Park (Proprietary) Limited La Lucia Ridge Office Estate 70 Marshall Street La Lucia Johannesburg 4019 (PO Box 61051, Marshalltown, 2107) (PO Box 752, Durban, 4000)


GOODERSON LEISURE CORPORATION LIMITED (Incorporated in the Republic of South Africa) Registration number 1972/004241/06; JSE Share code: GDN ISIN: ZAE000084984, the Company. Form of proxy (for use by certificated shareholders and own name dematerialised shareholders) Form of proxy for the third annual general meeting of the company to be held at 10:00am on Tuesday, 28 July 2009 at the company’s offices at the Tropicana Hotel, 85 Marine Parade, Durban (“the annual general meeting”). For use by certificated shareholders, nominee companies of Central Securities Depository Participants (“CSDP”), brokers’ nominee companies and shareholders who have dematerialised their shares and who have elected own-name registration, who wish to vote on the ordinary and special resolutions per the Notice of the Annual General Meeting to which this form is attached. Shareholders who have dematerialised their shares through a CSDP or broker must not complete this form of proxy and must provide their CSDP or broker with their voting instructions, except for shareholders who elected own-name registration in the sub-register through a CSDP, which shareholders must complete this form of proxy and lodge it with Computershare Investor Services (Proprietary) Limited. Holders of dematerialised shares other than with own name registration, wishing to attend the annual general meeting must inform their CSDP or broker of such intention and request their CSDP or broker to issue them with the necessary authorisation to attend. I/We (Name in block letters)

Of (Address)

Being the holder/s of Ordinary shares in the company, do hereby appoint.

1. or failing him/her

2. or failing him/her

3. The chairperson of the annual general meeting as my/our proxy to act for me/us and on my/our behalf at the annual general meeting of the company, or any adjournment thereof, which will be held for the purpose of considering and, if deemed fit, of passing, with or without modification, the ordinary and special resolutions as detailed in the Notice of Annual General Meeting, and to vote for and/or against the resolutions and/or abstain from voting in respect of the ordinary shares registered in my/our name/s, in accordance with the following instructions (refer notes): Number of votes on a poll (one vote per

ordinary share) In favour Against Abstain

To pass special resolution:

1. General authority to repurchase shares

To pass ordinary resolution:

1. To allot and issue shares for cash

2. To place the unissued shares under the control of the directors.

3. To re-elect the directors

A W Gooderson

R Nannoolal

M A Pottier

4. To ratify directors’ remuneration

5. To re-appoint Grant Thornton (Durban) as auditors

of the company

6. To authorise the signature of documentation Signature Signed at on 2009

Assisted by (if applicable)


Notes 1. Each shareholder is entitled to appoint one or more proxies (none of whom need to be a shareholder of the

company) to attend, speak and vote in place of that shareholder at the annual general meeting. 2. Shareholder(s) that are certificated or own-name dematerialised shareholders may insert the name of a proxy or

the names of two alternative proxies of the member’s choice in the space/s provided, with or without deleting “the chairperson of the meeting”, but any such deletion must be initialed by the shareholder(s). The person whose name stands first on the form of proxy and who is present at the annual general meeting will be entitled to act as proxy to the exclusion of those whose names follow. If no proxy is named on a lodged form of proxy the chairperson shall be deemed to be appointed as the proxy.

3. A shareholder’s instructions to the proxy must be indicated by the insertion of the relevant number of votes

exercisable by the shareholder in the appropriate box provided. Failure to comply with the above will be deemed to authorise the proxy, in the case of any proxy other than the chairperson, to vote or abstain from voting as deemed fit and in the case of the chairperson to vote in favour of the resolution.

4. A shareholder or his/her proxy is not obliged to use all the votes exercisable by the shareholders, but the total of

the votes cast or abstained from may not exceed the total of the votes exercisable in respect of the shares held by the shareholder.

5. Forms of proxy must be lodged at or posted to Computershare Investor Services (Proprietary) Limited, Ground

Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) to be received no later than 48 hours prior to the meeting.

6. The completion and lodging of this form of proxy will not preclude the relevant shareholder from attending the

annual general meeting and speaking and voting in person there at to the exclusion of any proxy appointed in terms hereof, should such shareholder wish to do so. Where there are joint holders of shares, the vote of the first joint holder who tenders a vote, as determined by the order in which the names stand in the register of members’, will be accepted.

7. The chairperson of the annual general meeting may reject or accept any form of proxy which is completed and/or

received otherwise than in accordance with these notes, provided that, in respect of acceptances, the chairperson is satisfied as to the manner in which the shareholder concerned wishes to vote.

8. Documentary evidence establishing the authority of a person signing this form of proxy in a representative

capacity must be attached to this form of proxy unless previously recorded by the company or Computershare Investor Services (Proprietary) Limited or waived by the chairperson of the annual general meeting.

9. Any alteration or correction made to this form of proxy must be initialed by the signatory/ies. 10. A minor must be assisted by his/her parent guardian unless the relevant documents establishing his/her legal

capacity are produced or have been registered by Computershare Investor Services (Proprietary) Limited. 11. Where there are joint holders of any shares, only that holder whose name appears first in the register in respect

of such shares need sign this form of proxy.

Documents

Gooderson stands for: G O D - ShareDataBushlands Game Lodge also recycles used water from the guest showers to provide water to the surrounding areas on the property, with the aim