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FIRM PROFILE

The firm is guided by thefollowing mission statement:GMI is a unique firm ofempowered individuals.It is grounded by integrity anddraws strength from its diversity.We strive to invent the future byproviding innovative solutions toour clients.

INTRODUCTIONGildenhuys Malatji Incorporated (“GMI”) is a firmof a orneys with a rich history spanning 25 years.It is recognised as one of Pretoria’s premier lawfirms and now has a presence in Sandton.A dis nguishing a ribute of the firm is itsdedica on to providing a value-adding,solu on-orientated service to its clients. GMIspecialises in top level Commercial Transac ons,Commercial Li ga on, Public Sector andAdministra ve Law, Employment Law, PropertyLaw and Conveyancing, Insolvency and Estates,Insurance Law as well as Personal Injury, MedicalNegligence and General Li ga on.The firm’s uniqueness is a ributable to the threepillars that underpin our overall approach andstrategy. They are:1 - We place a high premium on the personalwellbeing and development of our lawyers andtheir support staff. Our people are thus our firstand most important pillar of success.2 - We believe in looking a er our clients’legal health by mastering their business andthe environment in which they operate. In thisway we are able to partner with our clientsin pursuing their strategic impera ves whileassis ng in steering them away from the legalchallenges encountered in the ordinary courseof business. This innova ve alterna ve to theusual legal service offering is our second pillar ofsuccess.3 - We are a truly South African law firm. We havemanaged to achieve a demographic diversitythat emulates the South African miracle. We areat the forefront of transforma on in the legalservices industry. This a ribute is the third pillarand the strength in diversity we speak of in ourmission statement.GMI endorses the no on that, in order toavoid unnecessary delays in achieving effec vetransforma on, the “poten al to acquire” theexper se of prospec ve employees shouldbe given prominence. The firm believes that,provided the appropriate in-house trainingprogrammes are undertaken, the high quality ofservice which a client should rightly expect froman a orney need not be compromised.The firm has succeeded in bringing togetherexperience extending over five decades andquality black legal exper se. In light of thisrecognised success, we are a major adviser toboth the public sector and the corporate world.We are able to bring a world of experience gainedfrom our advisory role in the public sector to thecorporate world and, in so doing, ensure that thela er a ains and maintains legal health, giventhe respec ve regulatory environments in whichtheir businesses operate.

EXPERTISE AND PRACTICE GROUP MEMBERSGMI offers a variety of expertise in all areas of major legal practice. We thus offer a full complementof legal services in the following fields of law: Administrative LawAlternative Dispute ResolutionAviation LawBanking LawBlack Economic EmpowermentBuilding and Construction Dispute;Business RescueCommercial LitigationCompanies and Close CorporationsCompetition LawCompliance and Corporate GovernanceContractsConstitutional LawConveyancingCorporate and Commercial LawDevelopment Finance (local andinternational)Employment LawEstate Planning and Administration ofEstatesExpropriationsFire ClaimsHealthcare LawInformation Technology Law Insolvency Law (including appointment asLiquidator and/or Curator)Insurance LawIntellectual Property LawInternational Contracts and CommercialLitigationMedical Negligence ClaimsMergers and AcquisitionsMining and Mineral LawNotarial PracticePension Funds LawPersonal Injury ClaimsProfessional Liability ClaimsProject and Structured FinanceProperty Development LawProperty LawPublic LawPublic-Private PartnershipsSectional TitlesStatutory InspectionsTax LawTelecommunications LawTrustsGMI is organised into seven (7) prac ce groupings focusing on the major areas in which we specialise.The various prac ce groups interact with each other and operate as mul disciplinary teams as andwhen projects require exper se from different areas of prac ce. Our major areas of exper se are setout below.

From humble beginnings and abright futureGMI has moved from its humblebeginnings of having a single blackdirector in the late 1990s to beinga majority black-owned law firm.In addition, the firm boasts morethan 50% black and female lawyerrepresentation.

1 CORPORATE AND COMMERCIAL PRACTICEWe offer a full spectrum of Corporate and Commercial Law services. These services includetransactional and regulatory services.Our team offers services in the following areas of law: Black Economic EmpowermentBanking LawCompetition LawCompliance and Corporate GovernanceConsumer Protection LawCorporate LawDevelopment Finance Law (local andinternational)Estate Planning International ContractsInformation Technology LawIntellectual Property LawInsurance LawMergers and AcquisitionsNotarial PracticeStructured and Project FinanceTax LawTrustsOur services include the following: Advice and structuring of transactions such as share sales, sale of businesses and assets sales.Advice on appropriate forms of business enterprises for transactions.Mergers, acquisitions and takeovers.Advice on appropriate corporate structures.Advice on tax implications in relation to various forms of commercial transactions.Advice on regulatory aspects of transactions, including Competition Commission filings, listingrequirements of the Johannesburg Stock Exchange, as well as requirements of the FinancialServices Board.Due Diligence investigations and reports thereon.Drafting of all related contracts and other documentation such as Sale Agreements, Leases,Shareholder Agreements and other commercial contracts.

2 COMMERCIAL LITIGATION AND PUBLIC LAW PRACTICEThis team advises a number of public bodies ranging from major government business enterprises,regulatory bodies and other public bodies such as universities and medical schemes. The teamalso deals with specialised litigation relating to Commercial Disputes, Building and ConstructionLaw Disputes, Professional Negligence Claims, Arbitration as well as litigation relating to theinterpretation of legislation. It also offers advisory services relating to compliance with legislationwith regards to regulated industries such as the healthcare industry, financial advisory industry andothers.The team specialises in the following areas of law: Alternative Dispute ResolutionAdministrative and Public LawBuilding and Construction DisputesCommercial LitigationCompetition LawCompliance and Corporate Governance Healthcare LawPublic Private PartnershipsProfessional Liability ClaimsPublic Finance Management Act, itsapplication and interpretationTelecommunications LawOur services include Advisory opinions on the interpretation and application of the Public Finance Management Act,National Treasury regulations and Treasury guidelines and directives.Advice on the interpretation of legislation and compliance in the healthcare industry.Advisory services on governance within public entities and regulated entities such as medicalschemes.Advisory services on the restructuring of public entities.Commercial Litigation and Arbitration proceedings.Litigation centred around the interpretation of legislation and the exercise of public power.Professional Negligence Litigation with regard to the liability of professionals in respect ofprofessional conduct.Building and construction disputes including litigation with regard to the recovery of professionalfees.Advice on legislative drafting.

3 EMPLOYMENT LAW PRACTICEOur Employment Law department has through the years built a reputation for service excellence inall aspects of Employment Law, which include the following:Our services include: 4Labour Court and Labour Appeal CourtLitigation.CCMA Litigation.Bargaining Council Litigation.Dismissals.Section 197 transfers.Drafting of Employment Contracts.Employment strategy consultancy.Relevant in-house training and labourrelated presentations.Due diligence exercises.Drafting of Recognition Agreements.Advice on labour implications of mergersand acquisitions.Advice on labour implications of corporatisation of state-owned enterprisesand restructuring of businesses.Advice on retrenchments andrationalisations.Advice on the Employment Equity Act andother employment-related legislation.Conducting disciplinary inquiries, chairingand initiating inquiries.Conducting investigations on behalf ofemployers relating to various aspects ofmisconduct in the workplace, includingfraud, nepotism and sexual harassment.Conducting negotiations with unions onbehalf of clients.INSURANCE LAW PRACTICEWe offer a full complement of legal services in the insurance indindustry.ustry. We acact on behalf of anumber of major insurers in respectespect of both short- and long-termm insurance, and ooffer the followingeas of specialisation:services in these areasOurur services include: Advice on insurance legislation.Litigation on policy liability or repudiatedclaims.Fire claims litigation.Loss of production litigation.Advice on regulatory aspects and compliance with the applicable legislation.Assessment of liability on policy.Product liability claims.Interpretation of policy wording.Subrogated recoveries of damages anddefences.

5 INSOLVENCY, FORECLOSURES, BUSINESS RESCUE ANDESTATES PRACTICEOur lawyers in this department have been appointed on the Master’s Panel to take appointmentsas liquidators or trustees in insolvent estates, executors of deceased estates and as curators bonis.In addition, our team also has expertise and experience extending to forensic investigations,statutory inspections, special inquiries as well as insolvency litigation.Our services include: Conducting statutory inspections in termsof applicable legislation such as the HealthProfessions Act.Conducting forensic investigations andpreparing reports which will serve as abasis for instituting or defending legalproceedings.Attending to special inquiries such as Section 417 interrogations.Business Rescue interventions in thecontext of liquidation proceedings.Acting on behalf of the liquidators andtrustees of insolvent estates in insolvencylitigation matters.Acting as commissioners in Section 417inquiries.6 PROPERTY LAW AND CONVEYANCING PRACTICE2.8.1 Our property lawyers and conveyancers have a wealth of knowledge and experience in allaspects of Property Law. They advise on all aspects of property developments, mining and mineralrights and expropriations, and they also act on behalf of major banks.Our services include: Acquisition and Development of Property.Transfer of fixed properties (conveyancing).Registration of mortgage and notarialbonds.Proclamation of townships.Rezoning of properties.Registration of servitudes.Opening of Sectional Title registers. Providing advice on and litigating in respectof all property-related matters, includingexpropriation matters.Advising on all aspects of Mining andMineral Law.A complimentary notarial practice.Law relating to environmental aspects ofproperty.

7 GENERAL LITIGATION PRACTICEOur lawyers have excellent invesƟgaƟve skills, are extremely resourceful in locaƟng the requisiteevidence to establish claims and have conducted several invesƟgaƟons in foreign countries as part ofthe assessment of claims.Our services include: Assessment of liability of the wrongdoerin Personal Injury, Wrongful Arrest andProduct liability matters.Litigation in respect of Medical Negligenceclaims arising from the failure by a medicalprofessional to exercise the reasonable skilland care when treating a patient. Quantification of the damages for whichthe wrongdoer is liable.Conducting litigation on behalf of theinjured party.Advice on the investment of damagesawarded.

GMI endorses the notion that,in order to avoid unnecessarydelays in achieving effectivetransformation, the “potentialto acquire” the expertise ofprospective employees should begiven prominence.

THE FIRM’S MAJOR CLIENTSGMI has a variety of public sector and corporate clients in the following categories AGRICULTURECONSTITUTIONAL INSTITUTIONSEDUCATIONENGINEERING & BUILT ENVIRONMENTHEALTH CAREINSURANCELISTED COMPANIESMUNICIPALITIESNATIONAL DEPARTMENTSOTHER STATUTORY BODIESPROVINCIAL DEPARTMENTSREGULATORSSTATE OWNED ENTERPRISES

The firm has succeeded in bringingtogether experience extendingover five decades and qualityblack legal expertise. In light ofthis recognised success, we are amajor adviser to both the publicsector and the corporate world.

CORPORATE SOCIAL INVESTMENTGMI has been and remains committed to a policy of giving effect to its social responsibility, interalia, through the provision of community services. Its present involvement is as follows: All our lawyers from time to time render legal services at no cost to clients who wouldotherwise not be able to afford it (pro bono).Derik de Beer, José da Silva and Wim Cilliers serve on the disciplinary committee of the LawSociety of the Northern Provinces.The firm makes available prizes for outstanding performance by students at the law facultiesof four (4) universities.We offer a bursary to a student at Loreto Convent School. We commit to paying the selectedstudent’s school fees from grades 10 to 12.We have a strategic partnership with Child Welfare Tshwane, which sees us takingresponsibility for major facility upgrades at a number of its centres.COST-EFFECTIVENESSGMI has the ability to execute projects in a cost-effective manner that ensures optimal results forclients within the shortest possible time, inter alia, owing to the following considerations: Resources assigned to projects represent all areas of expertise required to execute a project.The expertise of GMI’s professionals is focused and all levels of skill are represented, allowing theallocation of resources according to the level of skill required. It will therefore be unnecessary toinvolve expensive resources in the performance of simple but necessary tasks.GMI utilises advanced computer and communications technology and all its professionals aresupported by well-qualified and highly trained secretarial- and administrative personnel.GMI has a large legal library, including electronic media, with a fulltime librarian, which enhancesthe ability of the professional team to do research in a timely and cost effective manner.GMI has long-standing and well-established relationships with government support services, suchas the Companies and Intellectual Property Commission, Registrar of Deeds, local authorities andMaster’s Office. This ensures minimum delays and maximum time efficiency, which is essentialin the execution of projects.TARIFF STRUCTUREGMI’s fee and tariff structure can be negotiated with each client to suit their needs. Among others,the importance, urgency and intricacy of the work are factors taken into account in determining theexact fee structure or hourly tariffs. On commercial matters, agreement can be reached on a variedfee structure, depending on the successful outcome of a transaction or otherwise.

CONFLICT OF INTERESTGMI practises according to a strict “no conflict of interest” policy to avoid any prejudice, actual orpotential, to its clients.COMPLIANCE WITH TAX LEGISLATIONGMI fully complies with its obligations in terms of existing tax legislation.CONCLUSIONGMI is a well-recognised and experienced law firm, confident that it will be able to render aprofessional and cost-effective service that will meet and exceed clients’ expectations.

PRETORIA:Tel: 27 (0) 12 428 8600Fax: 27 (0) 12 428 8601Email: [email protected]:Tel: 27 (0) 11 068 5900Fax: 27 (0) 11 068 5901Email: [email protected] HouseHarlequins Office Park164 Totius Street, GroenkloofPretoria, 0027Katherine & West Building114 West StreetSandtonJohannesburg, 2196PO Box 619, Pretoria, 0001Docex 4, PretoriaPO Box 619, Pretoria, 0001Docex 4, Pretoriaw w w. gm inc.co.za

The firm is guided by the following mission statement: GMI is a unique firm of empowered individuals. It is grounded by integrity and . a majority black-owned law firm. In addition, the firm boasts more than 50% black and female lawyer representation. 1 CORPORATE AND COMMERCIAL PRACTICE Black Economic Empowerment