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CONTENTS
Financial highlights 1 Group at a glance 2 Our business 3 Board of directors 4 Chairmans report 8 Chief Executive Officers report 10 Corporate governance 12 Sustainability report 16 Annual financial statements contents 20 Wilderness Holdings Pro forma Consolidated Financial Information 21 Group and Company accounting policies 30 Wilderness Holdings Limited annual financial statements 41 Wilderness Safaris Investment and Finance (Proprietary) Limited annual financial statements 81 Notice of annual general meeting 115 Form of proxy Inserted Corporate information Inside back cover

We are in the business of building sustainable conservation economies

ANNUAL REPORT 2010

ABOUT THIS REPORT


This annual report provides an overview of key highlights and Company performance throughout the year. It includes a review of the years activities and business performance from the Chairman and CEO. It also contains the Groups Corporate Governance report, Sustainability report, Consolidated Pro Forma Group results and the audited accounts of Wilderness Holdings Limited and Wilderness Safaris Investment and Finance (Pty) Limited. The Company was listed on the Botswana Stock Exchange and the Africa Board of the JSE Limited as a secondary listing on 8 April 2010. Simultaneously the Company was restructured and, as a result, Wilderness Safaris Investment and Finance (Pty) Limited became a wholly owned subsidiary of Wilderness Holdings Limited. The pro forma consolidated financial results have been prepared to illustrate the effect of the restructuring as if the transaction occurred on 1 March 2009 and should be reviewed in conjunction with the independent reporting accountants report thereon.

w w w. w i l d e r n e s s - g r o u p . c o m

PRO FORMA FINANCIAL HIGHLIGHTS


EBITDA up 9% on 2009 and 18% against forecast GP% up from 44% to 48% Normalised fixed costs down 13% Cash generation from operations P131 million, net cash position at year end P64 million PAT up from loss of P5 million to profit of P48 million Revenue P868 million, down 12% on 2009 and 8% against forecast HEPS 20.4 4* thebe per share

Revenue bridge (Pm)


1 2 00 000 1 0 00 000 8 0 0 000

Operating profit bridge (Pm)


150 0 0 0 12 0 0 0 0 90 0 0 0

Headline earnings per share (thebe)


200

150

6 00 000 60 0 0 0 4 0 0 000 2 00 000 0 30 0 0 0 0

100

50

07

08

09

10

11

07

08

09

10

11

07

08

09

10

11

*Based on 231 000 000 shares in issue as at 8 April 2010

Wilderness Holdings Limited Annual Report 2010

GROUP AT A GLANCE
Our business has influence over 7,1 million acres of land, in 8 of 11 biomes in southern Africa, located in 7 countries operating and/or marketing 73 destinations under three brands.
AFRICAN FOOTPRINT
Botswana
Kings Pool DumaTau Savuti Little Vumbura Vumbura Plains Duba Plains Mombo Little Mombo Baobab Safari Lodge Baobab Camp Xigera Xigera Mokoro Trails Chitabe Chitabe Lediba Wilderness Tented Camp Moremi Tented Camp Kwetsani Jao Jacana Tubu Tree Abu Camp Seba Selinda Zarafa Kalahari Plains Linyanti Adventurer Linyanti Discoverer Khwai Adventurer Khwai Discoverer Selinda Canoe Trail Namibia Botswana Zimbabwe

Namibia
Little Kulala Kulala Wilderness Camp Kulala Desert Lodge Doro Nawas Damaraland Camp Desert Rhino Camp Palmwag Lodge Skeleton Coast Camp Serra Cafema Anderssons Little Ongava Ongava Lodge Ongava Tented Camp Lianshulu Lianshulu Bush Lodge Desert Homestead Skeleton Coast Research Camp

Seychelles
North Island

Zimbabwe
Makalolo Plains Little Makalolo Davisons Ruckomechi Linkwasha Mana Canoe Trail

South Africa
Pafuri Camp Pafuri Walking Trail Rocktail Beach Camp

Zambia
Busanga Bush Camp Shumba Kapinga Lufupa River Camp Lufupa Tented Camp River Club Toka Leya Kalamu Star-bed Camp Kalamu Lagoon Camp Chinengwe River-bed Camp Seychelles

Malawi
Mvuu Wilderness Lodge Mvuu Camp Mumbo Island Camp Chintheche Inn Chelinda Lodge Chelinda Camp Zambia Malawi

South Africa

Wilderness Holdings Limited Annual Report 2010

OUR BUSINESS
We are in the business of building sustainable conservation economies Through experience based tourism we show as we believe the worlds wilderness areas will save humankind

Through our Through building conservation efforts awareness we care we share

all with the vision of making a difference to peoples lives, by enabling them to find new paths, and leaving a legacy of conservation for our children

WHAT DO WE DO?
In our TOURISM operation:
we offer journeys and experiences for globally caring travellers

HOW DO WE DO IT?

WHY DO WE DO IT?

through vertically integrated product offerings; through relationship-based market strategies; through service-orientated sales programmes

to build a thriving, successful business

In our CONSERVATION operation:


we conserve biodiversity and carbon sinks and engage community partners through caring for, educating and empowering people; through investing in technologies to ensure our operational sustainability; through inventory research, relocation and rehabilitation to improve biodiversity conservation we believe that doing good creates value for the business

In our AWARENESS initiative:


we present Wilderness both internally and externally as a thriving, successful business; as a business which believes that doing good creates value for our stakeholders; as a business that is prepared to share its learnings we aim to be positioned as the leader in sustainable tourism

Wilderness Holdings Limited Annual Report 2010

BOARD OF DIRECTORS
EXECUTIVE DIRECTORS

Andrew Payne (45)


Chief Executive Ofcer and a member of the Risk and Sustainability Committees
Appointed: 8 April 2010 Andy was educated at the University of Cape Town where he qualied as a Chartered Accountant. He joined Wilderness in 1994 after having worked with the Company in Botswana for the previous year. When Andy joined the Company, his role was to grow Wilderness in southern Africa. This transformation saw Wilderness move from primarily being a company focused on exploration-orientated trips to one which was more focused on vertically-integrated operations, owning booking ofces, transfer companies and camps. Andy took over from Malcolm McCulloch as CEO of Wilderness in 2007.

Derek de la Harpe (50)


Chief Financial Ofcer and a member of the Risk and Sustainability Committees
Appointed: 8 April 2010 Derek is a Chartered Accountant (Zimbabwe) with thirty years experience in southern and eastern Africa. He spent eighteen years with the then Price Waterhouse, the last eight as the partner in charge of the rms practice specialising in tourism and environmental consulting. He then spent eight years as the CEO of The Malilangwe Trust, a Zimbabwean NGO working in wildlife conservation and rural development, and with a high prole tourism operation. He has spent the last four years working as a management consultant in southern and eastern Africa, south-east Asia and central America, specialising in the tourism development and wildlife conservation interface.

David van Smeerdijk (45) Russel Friedman (58)


Executive Director
Appointed: 8 April 2010 Russel joined and became a director of Wilderness Group companies in 1984. During this time he owned and managed a natural history mail order bookshop and publishing house. Russel was a founding member of the Vulture Study Group and has continued to develop his natural history interests while at the same time being an integral part of the Wilderness management team. Russel is a member of the Executive Committee of Wilderness Safaris and is responsible for North American international marketing, insurance and the ecological and conservation divisions within Wilderness. He is a trustee of the Wilderness Safaris Wildlife Trust.

Sales and Marketing Director


Appointed: 8 April 2010 David has a Bachelor of Economics and an MBA through the Maastricht School of Management (Netherlands). David started working in Australia for a travel company in sales, and has worked for over 20 years in the safari and travel industry. He joined Wilderness in 1992, spent seven years in Botswana as guide and general manager, moving to Namibia in 1999 to take up the position of managing director of Wilderness Safaris Namibia. In late 2006 he took up the position of Sales and Marketing Director of Wilderness.

Keith Vincent (47)


Chief Operations Director
Appointed: 18 August 2005 Keith was educated in Zimbabwe, where he developed a love for the outdoors and natural history of the country. He became a professional guide, working throughout the country for various safari companies, before settling in Victoria Falls in 1984. Keith has been in the safari industry since 1980, working throughout southern Africa, and is currently the Vice Chairman of the Botswana Tourism Board. Keith has been involved with the Wilderness Group since 1993.

Wilderness Holdings Limited Annual Report 2010

NON-EXECUTIVE DIRECTORS

John Gnodde (45) Malcolm McCulloch (56)


Non-executive Chairman
Appointed: 18 August 2005 Malcolm is a Chartered Accountant who studied at the University of Cape Town, and subsequently completed an Advanced Management Programme at Wharton, the University of Pennsylvania, USA. Malcolm is a non-executive director of Wilson Bayly Holmes-Ovcon Limited and Deputy Chairman of Kelly Group Limited, both of which are listed on the JSE. He is also the Chairman of Capital Africa Steel (Pty) Limited. Malcolm has been involved with the Wilderness Group since 1992.

Independent Non-executive Director


Appointed: 8 April 2010 John became a director of Wilderness Safaris Investment and Finance (Pty) Limited in March 2005. He is an executive director of Brait and CEO of Braits private equity business. He has overall responsibility for Braits private equity funds, having previously led the management of each of Brait I, Brait II and Brait III. John joined Brait in 1995 and has been responsible for investments in consumer products, construction, pharmaceutical manufacture, beverages, resources, mobile telecommunications and recruitment outsourcing, among others. He has been a non-executive director of over 20 companies, listed and unlisted. Prior to joining Brait, John worked for Goldman Sachs International in London for six years where he served in the investment banking division. He is a graduate of the University of Cape Town where he completed a degree in commerce.

Rolf Hartmann (36)


Independent Non-executive Director, Chairman of the Audit and the Risk Committees and a member of the Remuneration and Nomination Committee
Appointed: 8 April 2010 Rolf became a director of Wilderness Safaris Investment and Finance (Pty) Limited in January 2007. He is a director of Braits private equity business. Rolf joined Brait in 2003 and his current responsibilities include transaction execution and support activities with executive responsibility for investments in tourism and food processing, among other matters. He is a non-executive director of Kelly Group Limited, a company listed on the JSE, as well as several unlisted companies. Rolf is a Chartered Accountant, and previously worked in corporate nance in London, after qualifying at Deloitte. Rolf is a graduate of the University of the Witwatersrand where he completed a Bachelor of Commerce (Honours) degree.

John Hunt (55)


Independent Non-executive Director and a member of the Sustainability Committee
Appointed: 8 April 2010 John co-founded the advertising group Hunt Lascaris in 1983. In 1996, a majority share was sold to TBWA and he became co-Chairman. In 2003, John moved to New York to assume the role of Worldwide Creative Director for TBWA. In 2006 he returned to South Africa where he continues in the same capacity. John is an Executive Committee member of TBWA Worldwide.

Roux Marnitz (64)


Independent Non-executive Director and a member of the Remuneration and Nomination Committees
Appointed: 8 April 2010 Roux studied engineering at the University of Pretoria where he graduated in 1967. In 1970 he was awarded an MBA by the same university and obtained the BProc degree from UNISA in 1976. He also holds an Airline Transport Pilots Licence. Roux is the former chairman of the JSE-listed IT group, Comparex Holdings Limited, former chairman of the Execujet Aviation Group, former Member of the Council of the University of Pretoria and is presently a director of private investment companies in Botswana and Namibia.

Wilderness Holdings Limited Annual Report 2010

BOARD OF DIRECTORS
NON-EXECUTIVE DIRECTORS

Parks Tafa (42) Robert Polet (54)


Non-executive Director
Appointed: 8 April 2010 Robert is Chief Executive Ofcer and Chairman of the Management Board of Gucci Group. He joined Gucci Group in 2004 after a 26-year career at Unilever, bringing with him considerable global management experience and a deep knowledge of the development of consumer brands in a multicultural environment.

Independent Non-executive Director


Appointed: 8 April 2010 Parks is a law graduate from the University of Botswana and has been practising as an attorney (Independent) in Gaborone, Botswana since November 1991. He is a Botswana Senior Partner at Collins Newman & Co law rm and is currently the Non-executive Chairman of Stanbic Bank Limited, Liberty Life Holdings and Stanbic Investment Management Services (SIMS). He is an Attorney, Conveyancer and Notary Public of the High Court of Botswana since November 1991.

Marcus Ter Haar (31)


Independent Non-executive Director and a member of the Audit Committee
Appointed: 8 April 2010 Marcus studied Economic Development at the Botswana Centre University of East Anglia, in UK, and obtained a Masters degree in International Relations at the University of Reading, UK. Marcus then went on to join De Beers on a Botswana graduate development programme. In 2004 Marcus became the Executive Assistant to the Director of the De Beers Group. After a short secondment with Rothschild Investment Bank in 2007, Marcus then moved to Botswana where he currently works for Debswana as the Group Manager for Business Development. Marcus also serves on the Board of Trustees for the Lady Khama Charitable Trust.

Gavin Tollman (46)


Non-executive Director
Appointed: 8 April 2010 Gavin Tollman has had a far-reaching executive career in the travel industry. This has included managing both hotel companies and United Kingdom tour operators over the last 22 years, which have received various industry awards and recognition. He is currently the CEO of Trafalgar Tours, the worlds largest escorted tours operator, with product on six continents. At the company he has developed industry leading marketing, e-strategy and product delivery initiatives. He is also a senior executive of the Travel Corporation responsible for the companys southern africa assets as well as the Managing Director of Worlds Leading Travel Companies Limited where he oversees their United Kingdom direct sell division. He is also a director of Cullinan Holdings Limited. He holds a Bachelor of Science Degree in Finance from The American University, Washington DC.

Wilderness Holdings Limited Annual Report 2010

Michael Tollman (47)


Independent Nonexecutive Director and a member of the Audit, Risk, Remuneration and Nomination Committees
Appointed: 8 April 2010 Michael became a director of Wilderness Safaris Investment and Finance (Pty) Limited in 2005. He has extensive experience in the travel and leisure industry worldwide. He has knowledge and experience in the areas of nance, travel, mergers and acquisitions. He served as Non-executive Chairman for Cullinan Holdings Limited since 17 June 2008 and was appointed as Executive Chairman of the Board of Cullinan Holdings with effect from 19 March 2009. He holds a Bachelor of Commerce degree and is a South African Chartered Accountant.

Jochen Zeitz (47)


Non-executive Director and Chairman of the Sustainability Committee
Appointed: 8 April 2010 Jochen is Chairman and Chief Executive Ofcer of Puma AG. After beginning his professional career with Colgate-Palmolive in New York and Hamburg, he joined Puma in 1990. In 1993 he was appointed CEO and Chairman of the Board of Management. He has also been a member of the Board of Directors of Harley Davidson since 2007. Jochen discovered his interest in the African continent many years ago. He speaks six languages, including Swahili. In 2008, he founded the Zeitz Foundation for Intercultural Ecosphere Safety to support creative and innovative sustainable projects that balance conservation, community development, culture, and commerce, promoting an inclusive, holistic paradigm of conservation that enhances livelihoods and fosters intercultural dialogue.

Wilderness Holdings Limited Annual Report 2010

CHAIRMANS REPORT
We believe fully in our vision and business model. We believe we do contribute meaningfully to conservation and that we are able to build sustainable conservation economies.

Malcolm McCulloch Chairman


More than 26 years ago the founders of Wilderness fell in love with the remote and wild places in Africa. Realising that the human impact on these areas was indicative of a lack of care and understanding, it became imperative that they and the wildlife within them be conserved. Thus, the Company began with a single, simple idea: to conserve these places by enabling people to visit them and earn a return for the business and its employees at the same time. This was not a grand or complex idea but certainly an important one. Wilderness started off by offering journeys and experiences to discerning globally caring travellers. This concept developed and broadened over the years so that today, Wilderness is in the business of building sustainable conservation economies, achieved through the employment of a responsible tourism model. At Wilderness we believe that this is our single most significant achievement to date: to have built a financially viable business model that does not compromise our environmental principles. In this way we have provided an alternate land use for Africas wild areas, one that does not exhaust natural resources, does not marginalise local communities and does not export its earnings. Rather, our responsible ecotourism business is one that has enhanced biodiversity conservation, engaged and uplifted rural communities, partnered with governments, added a real viability to Africas protected areas and had a net positive impact on the world. It is important that we have been able to do this while showing a return for our shareholders, something that in early 2010 enabled us to take the company public and list it on the Botswana Stock Exchange with a simultaneous inward listing on the Africa Board of the JSE Limited. Without the financial robustness of a viable business model, our approach to African conservation would not be nearly as credible or as resilient to the worlds inevitable financial cycles. This is something of which we are sincerely proud. Along the way many likeminded wildlife people have joined us to build a successful safari business, delivering a unique experience for guests and strong returns for shareholders and stakeholders, while ensuring that southern Africas pristine wilderness areas remain sustainably and profitably conserved. With our listing on the BSE and JSE we are delighted to welcome our new shareholders. The listing of the Wilderness Group is an opportunity for us to reposition the Group, and showcase in a transparent way a business model that is founded on the principle of a sustainable conservation economy. We at Wilderness believe we can do well by doing good. Our listing has been followed by respectable results with an EBITDA of Pula 115 million, an improvement on the previous year in spite of the fact that revenues decreased slightly. Wilderness is positioned in the niche ecotourism sector, one that has enjoyed growth ahead of the broader tourism category. Within these cycles we remain confident that this sector will continue to show growth.

History and current structure of the business


Wilderness began operating 26 years ago and has focused its operations on safaris in wild, pristine and remote areas. Operations began initially within Botswana and then spread into the rest of southern Africa and the Seychelles. Over time, the business has evolved into a specialist luxury safari operation with 70 different safari camps and lodges in seven SADC countries, hosting in excess of 25 000 guests per annum.

Wilderness Holdings Limited Annual Report 2010

The Wilderness model


The Wilderness business model is vertically integrated and consists of the following businesses within the value chain: Safari consulting (tour operating and destination management); Transfer and touring (air and road); Camp, lodge and safari exploration operations; and Finance and asset management. These Group components integrate seamlessly, supporting the three strategic pillars of the Wilderness business, being: Tourism; Conservation; and Awareness.

direction. In particular I would like to welcome Roux Marnitz, John Hunt, Marcus Ter Haar, Parks Tafa, Gavin Tollman, Robert Polet and Jochen Zeitz. Our board has a wealth of insight and experience in tourism, conservation, branding, finance as well as a history of building businesses. I would like to thank all our staff at Wilderness Holdings. In our business people are critical and we are fortunate in that we have working for Wilderness some of the finest people in tourism and conservation. They are the difference. Lastly, I would like to express my appreciation to the Companys shareholders, its loyal customers and guests for their continued support. Wilderness is entering an exciting new phase and their support is vital in our future success.

Tourism
We believe fully in our vision and business model. We believe we do contribute meaningfully to conservation and that we are able to build sustainable conservation economies. In order to most effectively coordinate our activities, we have separated out four key elements of our environmental and conservation strategy. These four elements together are a cohesive and coordinated approach to achieving a meaningful and sustainable conservation model twinned with the financial viability provided by a responsible ecotourism business.

Malcolm McCulloch Chairman

Conclusion
We have always said that we need pilgrims for the task of conserving the wilderness. It is with this in mind that I would like to thank my colleagues on the board that came together as a team, in a relatively short space of time, and have already made a substantial contribution to this development in Wilderness

Wilderness Holdings Limited Annual Report 2010

CHIEF EXECUTIVE OFFICERS REPORT


Wilderness is first and foremost a conservation organisation and ecotourism company dedicated to responsible tourism throughout the areas in which it operates in southern Africa.

Andy Payne Chief Executive Officer


The year under review was a busy one in which Wilderness made substantial advances on the strategic as well as operational fronts. Highlights of the year include: The successful listing of the Company on the Botswana Securities Exchange and a simultaneous secondary listing on the Africa Board of the JSE Limited. A robust financial performance in its maiden year end results despite difficult market conditions caused by the global recession. The right-sizing of the business and prudent expenditure discipline which contributed to reducing the Companys fixed cost base by 13% over the prior year while improving its gross profit percentage from 44% to 48%. compromising on guest experience or facility maintenance. This resulted in a 4% increase in its gross profit percentage over the previous year. It also reduced its fixed cost base by 13% compared to the prior year. The impact of reduced demand was exacerbated by the rand and pula strength against the Groups main source currencies (approximately 55% of Group revenue is booked in dollars), which resulted in revenues of P868 million for the year, 12% below that of the prior year. Nevertheless, the Group still managed to post a profit for the year of P48 million and EBITDA improved by 9% over the previous year to P115 million. The Company also generated P131 million of cash from its operations and, as a result, its net cash position improved from P39 million to P64 million. The results for the year are substantially in line with the profit forecast in the IPO prospectus, the difference being attributable largely to the continued strength of the pula and the rand.

Performance overview
Wilderness performed well in tough conditions brought about by the global financial crisis. In this environment, travellers revaluated their priorities and as a result discretionary travel spend came under severe pressure. The impact on demand was sudden and, within the space of three months, the order book went from being ahead of last years levels to 25% behind. In addition, lead times shortened while the time to close booking files lengthened as a result of travellers taking their time to shop around in the search for better value deals or discounted prices. Consequently, occupancy levels at the Groups mature-state businesses declined from 65% to 59%, while those in its developing and Zimbabwe-based businesses dropped from 42% to 41%. The Company was able to limit the impact of lower demand on profitability by significantly reducing expenditure without

Building profitable conservation economies


Wilderness is first and foremost a conservation organisation and ecotourism company dedicated to responsible tourism throughout the areas in which it operates in southern Africa. Its goal is to share these wild areas with guests from all over the world, while at the same time helping to ensure the future conservation of Africas spectacular wildlife heritage, sharing the benefits of tourism with local communities. The Company believes that its conservation philosophy is a key differentiator in a market where responsible tourism has

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Wilderness Holdings Limited Annual Report 2010

become an important criterion for travellers when considering a destination or tourism provider. A new study commissioned by SNV Netherlands Development Organisation and produced by the Centre for Responsible Travel found that two thirds of people who walked into a travel agency were looking for something that could be put back into the local destination and contribute to the livelihoods of the community. The study, which was based on traveller responses from six key outbound countries: the US, Canada, UK, Germany, Holland and Spain, demonstrates that consumers around the world are increasingly aware of the potential impact of their tourism spend, preferring socially responsible and environmentally sustainable tourism products to traditional holidays.

increased the level of kinship within Wilderness. This positive development will be further leveraged in the coming year to ensure that this goodwill positively impacts on guest experience.

Prospects
The tentative upturn in the world economy has resulted in an improvement in market conditions and the Group expects occupancies in the coming year to be better than those in the year under review. However, there is still a high level of uncertainty in world markets and the Company does not expect to see a sustained improvement in the trading environment. The focus of the Group for the coming year is to achieve financial growth through increasing market share and investing in marketing and operating scale opportunities. Wilderness, with its strong balance sheet and competitive offering, is well placed to capitalise on a rebound in markets when that occurs.

Wilderness and its people


As important as its conservation philosophy are the people who contribute to the Companys success. More than 85% of the Companys staff complement comprises locals from the communities neighbouring the reserves and concession areas in which it hosts its guests. As such they are inextricably linked to the camps where they work and hold a stake in the conservation of the surrounding wilderness. The quality of the experience the Companys people provide its guests is a critical competitive advantage and, as such, the Company invests substantially in their growth and development. Extensive training and mentoring programmes enable the transfer of hospitality skills, improving the level of service at the Companys camps. The tough trading environment in which the Company operated has also had a galvanising effect on the Groups people and has

Andy Payne Chief Executive

Wilderness Holdings Limited Annual Report 2010

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CORPORATE GOVERNANCE
The board is committed to good corporate governance and intends to apply, insofar as it is reasonably possible, the guidelines of the BSE code of Corporate Governance and King III (the King code). The directors are of the opinion, based on the information and explanations given by management and the auditors, and on comments by the auditors on the results of their audit, that the internal accounting controls are adequate, so that the financial records may be relied on for preparing the financial statements and maintaining accountability for assets and liabilities.

Compliance with the BSE code of Corporate Governance and the King code
It should be noted that during the period under review the Company was a private company and therefore not obliged to comply with either the BSE code of Corporate Governance or King III to the same extent as a publicly listed company. Due to the subsequent Company listing on the BSE and JSE, the directors acknowledge that higher standards of governance will be required. As such, the board is fully committed to the principles of the BSE code of Corporate Governance and King III and remains confident that it will be able to state that the Company is largely compliant with both standards by the publication of the 2011 Annual Report.

Board of directors
On 8 April 2010, the Company was listed on the main board of the BSE and simultaneously on the JSE Africa Board as a secondary listing. The board now consists of 16 directors, being five executive directors and eleven non-executives, four of whom are independent as defined by King III. The non-executive directors draw on their experience, skills and business acumen to ensure impartial and objective viewpoints in decision making processes and standards of conduct. The directors consider the mix of technical, entrepreneurial, financial and business skills of the directors to be balanced, thus enhancing the effectiveness of the board. Andrew Payne is the chief executive officer. The separation of this role from that of the chairman ensures a balance of authority and precludes any one director from exercising unfettered powers of decision making. Malcolm McCulloch is the non-executive chairman of the Company. The board is currently considering the appointment of a lead independent director to assist the chairman to discharge his duties. The board retains full and effective control over the Group and monitors the executive management and decisions in the subsidiary companies. The board is responsible for the adoption of strategic plans, monitoring of operational performance and management, determination of policy and processes to ensure the integrity of the Groups risk management and internal controls, communications policy, and director selection, orientation and evaluation. These responsibilities are set out in an approved Board Charter. To fulfil their responsibilities adequately, directors have unrestricted access to timely financial and other information, records and documents relating to the Group. During the year, the board received presentations from the management teams of its major subsidiaries enabling it to explore specific issues and developments in greater depth. Directors are provided with guidelines regarding their duties and responsibilities as directors and a formal orientation programme will be established to familiarise incoming directors with information about the Groups business, competitive position and strategic plans and objectives.

Directors responsibility for the annual financial statements


The directors accept ultimate responsibility for the preparation of the financial statements and related financial information that fairly represent the state of affairs and the results of the Group. The annual financial statements as set out in this report have been prepared in conformity with International Financial Reporting Standards and are based on appropriate accounting policies which have been consistently applied and which are supported by reasonable and prudent judgement and estimates.

Accountability and control


The board recognises its responsibility to retain full and effective control over the Group. The board has created a Risk Committee dedicated to monitoring the risk management process. This committee reports to the board on the likelihood and impact of risk materialising, as well as mitigation initiatives and their effectiveness. Furthermore, to enable the directors to meet their responsibilities, management sets standards and implements systems of internal control aimed at reducing the risk of error, fraud or loss in a cost effective manner. These controls include the proper delegation of responsibilities within a clearly defined framework, effective accounting procedures and adequate segregation of duties. The controls are monitored throughout the Company, and all employees are required to maintain the highest ethical standards in ensuring that the Companys business practices are conducted in a manner which is in all reasonable circumstances beyond reproach.

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Wilderness Holdings Limited Annual Report 2010

Under the Companys Constitution, a third of the directors retire by rotation each year and are eligible for re-election by shareholders at the annual general meeting. As the majority of directors are newly appointed, each newly appointed director shall retire and offer themselves for re-election. Thereafter in ensuring years, a third of directors shall retire by rotation. The board recommends the reappointment of Messrs Derek de la Harpe, Russel Friedman, Rolf Hartmann, John Gnodde, John Hunt, Roux Marnitz, Andy Payne, Robert Polet, Parks Tafa, Marcus Ter Haar, Gavin Tollman, Michael Tollman, Dave van Smeerdijk and Jochen Zeitz and recommends shareholders vote in favour of their reappointment at the Annual General Meeting. The board has established the following committees to assist it with its duties: Audit Committee Risk Committee Remuneration and Nomination Committee Sustainability Committee

auditors, chief executive officer and chief financial officer are invited to attend. The external and internal auditors have unrestricted access to the Audit Committee and meet with the committee members, without management present, at least once a year. The principal functions of the committee are to review the annual financial statements, the half-yearly results announcement, monitor the effectiveness of internal controls, assess the risks facing the business, discuss the findings and recommendations of the internal and external auditors, review the internal and external audit plans and review the effectiveness of the internal and external auditors. The chairman of the committee reports on the committees activities at each board meeting. In addition the Audit Committee annually considers and satisfies itself of the appropriateness of the expertise and experience of the chief financial officer. The Audit Committee ensures that there is appropriate independence relating to non-audit services provided by the external auditors. Pre-approved permissible non-audit services performed by the external auditors include taxation and due diligence services. The external auditors are prohibited from providing non-audit services including valuation and accounting work where their independence might be compromised by later auditing their own work. The chairman of the Audit Committee will be available at the Annual General Meeting to answer queries about the work of the committee.

Audit Committee
The Audit Committee comprises three non-executive directors: Rolf Hartmann (Chairman) Michael Tollman Marcus Ter Haar The chairman of the committee is not the chairman of the Company. The committee operates within defined terms of reference as set out in its Charter and authority granted to it by the board and meets at least twice a year. The external auditors, internal

Risk Committee
The Risk Committee comprises executive and non-executive directors: Rolf Hartmann (Chairman) Michael Tollman Andrew Payne Derek de la Harpe The committee operates within defined terms of reference, as set out in its Charter and authority granted to it by the board, and meets at least twice a year. The committee assists the board in reviewing the risk management process and significant risks facing the Group. The committee sets the Groups risk strategy in liaison with the executive directors and senior management. In doing so, it makes use of generally recognised risk management and internal control models and frameworks in order to maintain a sound system of risk management and internal control as described later in this report.

Wilderness Holdings Limited Annual Report 2010

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CORPORATE GOVERNANCE CONTINUED


Remuneration and Nomination Committee
The Remuneration and Nomination Committee currently consists of the following non-executive directors: Malcolm McCulloch (Chairman) Rolf Hartmann Michael Tollman The committee operates within defined terms of reference, as set out in its Charter and authority granted to it by the board, and meets at least twice a year. The chief executive officer and chief financial officer may be invited to attend these meetings, but they may not take any part in decisions regarding their own remuneration. The committee is responsible for making recommendations to the board on the Groups framework for executive remuneration and to determine specific remuneration packages for each of the executive directors and certain senior managers of the Group. The committee is also responsible for the Groups remuneration policies. The chairman of the committee will be available at the Annual General Meeting to answer questions about the committees work.

Risk management
The board is in the process of establishing and implementing a framework to regularly review all strategic risks impacting the Company that can be consistently applied throughout the entire organisation. Management has to date mainly focused on identifying operational risks facing the Company. These risks have been assessed taking into account the severity of the impact on the Groups business if such identified risks were to come to fruition. The Companys risk management framework will be expanded to include financial, market, political, social, ethical and environmental risks.

Sustainability Committee
The Sustainability Committee currently consists of the following executive and non-executive directors: Jochen Zeitz (Chairman) Derek de la Harpe Andrew Payne John Hunt The Sustainability Committee has recently been formed to assist the board in developing sustainability strategies and monitoring the implementation thereof. The board believes that sustainable business practices in the dimensions of conservation, community, culture and commerce form the platform for the business. The board is in process of compiling detailed terms of reference for this committee as it is envisaged that the committee will be chartered with the responsibility of positioning the Company as a leader in sustainable business practices going forward.

Internal audit
Internal audit is an independent appraisal function which examines and evaluates the activities and the appropriateness of the systems of internal control, risk management and governance. The Group has outsourced its internal audit function to Ernst & Young. Internal audit operates within the authority granted to it by the Audit Committee and the board. The Audit Committee is satisfied that internal audit has met its responsibilities for the year with respect to its terms of reference. Audit plans are presented in advance to the Audit Committee and are based on an assessment of risk areas involving an independent review of the Groups own risk assessments. The internal audit team attends and presents its findings to the Audit Committee.

Company secretary
All directors have access to the advice and services of the company secretary and are entitled and authorised to seek independent and professional advice about the affairs of the Group at the Groups expense.

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Wilderness Holdings Limited Annual Report 2010

Management reporting
The Group has established management reporting disciplines which include the preparation of annual budgets by operating entities. Monthly results and the financial status of operating entities are reported against approved budgets. Profit projections and cash flow forecasts are reviewed regularly, while working capital, borrowing facilities and bank covenant compliance are monitored on an ongoing basis.

Investor relations and shareholder communication


The Company is committed to providing timely, transparent and full disclosure to all its stakeholders on both financial and non-financial matters. The Group intends to maintain a dialogue with its institutional shareholders via a planned programme of communications headed by the chief executive officer and the chief financial officer, together with nominated investor relations management. These activities include regular meetings and presentations to analysts, institutional investors and the media in Botswana and South Africa, as well as meeting twice a year with institutional investors after the release of the Groups interim and final results. The Groups website (www.wilderness-group.com) provides current and historical financial and other information on the Group including formal announcements and presentations. Shareowners and their appointed representatives are encouraged to attend the Companys Annual General Meeting, to vote on the resolutions placed before the meeting and to conduct relevant discussions with the Groups directors. As noted above, the chairmen of the Audit and Remuneration and Nomination Committees attend the Annual General Meeting and are available to answer questions on the activities of the committees.

Organisational integrity and ethics


The Group operates on the basis of decentralised management across numerous countries. All employees are required to maintain the highest level of ethical standards in ensuring that the Groups business practices are conducted in a manner that, in all circumstances, is above reproach. The directors believe that the required ethical standards have been met during the year under review.

Share dealings
The Company has a share dealing policy to regulate dealings by its directors and applicable employees in the Companys shares. No Group director or employee may deal, directly or indirectly, in the Companys shares on the basis of previously unpublished, price-sensitive information and during certain closed periods. The closed periods include the periods between the Companys interim and financial year end reporting times and the dates on which the relevant results are published, and any time when the Company is trading under a cautionary announcement.

Going concern
The directors assessment of the Group as a going concern is set out on page 45.

Wilderness Holdings Limited Annual Report 2010

15

SUSTAINABILITY REPORT
The sustainability strategy inherent in the philosophy and operations of Wilderness Safaris, Safari Adventure Company and Sefofane is one that is neatly encapsulated by the 4 Cs: Conservation, Community, Culture and Commerce. While the fourth C, Commerce, is the primary subject of this annual report and is not expanded on in this section, the tenets of each of the remaining three pillars are elucidated briefly below while some of the highlights and landmark achievements in these areas over the 2009/10 financial year are illustrated.

Conservation
Conservation is comprised of two equally important elements: Operational Sustainability concerns the management of our camp and office front- and back-of-house operations in the most sustainable and environmentally sensitive way possible through the use of minimum standards, measurement, efficiencies and mitigation, renewable energy technologies and education of our staff and guests to ensure the lowest possible carbon footprint. Water usage, waste treatment and recycling, and construction and rehabilitation of old lodge sites are all important additional aspects. Biodiversity Conservation covers the measurement and understanding of our biodiversity footprint and its management, and where relevant the enhancement of indigenous species richness through reintroductions (of absent indigenous species) and rehabilitation (through vegetation management and antipoaching), as well as research projects in short, the fulfilling of our obligations as custodians of more than 3 million hectares of wild areas in southern Africa.

Community
The honest, mutually beneficial and dignified engagement of our rural community partners (staff, equity partners, landlords, neighbours) in ways that ensure sustainability beyond the lifespan and aegis of our organisation and which deliver a meaningful and life-changing share of the proceeds of responsible ecotourism to all stakeholders. These mechanisms include community-centric employment, joint ventures (equity, revenue share, traversing fees), education (childrens camps, bursaries) and training, social benefits, capacity building and infrastructure development (schools, crches, clinics, etc).

Culture
Culture is a multifaceted element that governs respect for the culture of all employees as well as remote rural communities surrounding the conservation areas. This is reflected in: a healthy social environment in camp; area appropriate camp design, dcor, entertainment and meals; respect for traditional rights within and surrounding the conservation area; guest visits to traditional villages and homesteads; communication of the areas traditional culture to guests and staff.

16

Wilderness Holdings Limited Annual Report 2010

100

350 300

80 250 60 200 150

40

20

Is conservation important? employed

100 50 0

(US$) employed (US$) unemployed Botswana Malawi

unemployed Botswana
Malawi

Namibia

Namibia

Comparison of staff and community members attitudes towards conservation, 2009

Mean monthly income of community members in areas adjacent to Wilderness camps, 2009

500

400

300

200

100

2001 Botswana

2002 Namibia

2003 Malawi

2004 South Africa

2005 Seychelles

2006 Zambia

2007 Zimbabwe Total

2008

2009 Trend-total numbers

Numbers of rural children hosted on week-long Children in the Wilderness (CITW) camps, 2001-2009

Wilderness Holdings Limited Annual Report 2010

17

SUSTAINABILITY REPORT CONTINUED


Within the 3 Cs described above, perhaps the most important highlights of the 2009/10 year are as follows: Conservation (operational sustainability): The opening of the new Kalahari Plains camp in the Central Kalahari Game Reserve, Botswana, the first camp owned and operated by Wilderness that is entirely powered by renewable energy (photovoltaic solar panels; solar water heaters). This camp marks the culmination of a process that has evolved over the past three to four years to increasingly lighten the carbon footprint of our camp operations. Conservation (biodiversity conservation): The securing of the Chelinda Concession in Nyika National Park, Malawi, a strategic move which allowed the extension of the Wilderness brand of sustainability to the conservation of this unique grassland ecosystem. With our expansion into this new biome (Afro-montane) we expanded the Wilderness biodiversity footprint from seven biomes to eight, a move that has resulted in our ability to aid the conservation of significantly more biodiversity. Some 90 bird species, 27 mammal species and 13 amphibian species that occur in Nyika do not for example occur in any of the other Wilderness areas. This equates to a 14% increase in bird diversity, a 13% increase in mammal diversity and a 33% increase in amphibian diversity in terms of the species for which Wilderness aids conservation.

Wherever possible, all staff in each camp are employed from the respective community.

Community: The culmination of a 15-year partnership with the Torra Conservancy saw Wilderness Safaris Namibia buying back a 40% stake in Damaraland Camp, while the neighbouring Doro!Nawas Conservancy secured a 30% equity stake in Doro Nawas Camp. Both conservancies continue to receive a percentage of revenue from each camp as payment for traversing. These two equity deals saw the continued evolution of our community engagement model, an evolution that was measured by a rigorous and in-depth survey of staff and community members in Namibia, Botswana and Malawi.

Proportional composition of Wilderness traversing area by biome (hectares), FY 2009/10 Namib Desert Dry Woodland (mopane) Karoo Shrubland Afro-montane Moist woodland (miombo) Kalahari Savannah Forest Indian Ocean Island 44% 34% 12% 4% 3% 2% 1% 0.5%

Proportional composition of Wilderness traversing area by biome, FY 2009/10.

18

Wilderness Holdings Limited Annual Report 2010

Wilderness Holdings Limited Annual Report 2010

19

ANNUAL FINANCIAL STATEMENTS CONTENTS


Wilderness Consolidated Financial Statements Pro forma reporting accountants report Preparation of the financial statements Pro forma Group statement of comprehensive income Pro forma Group statement of financial position Pro forma abridged Group statement of changes in equity Pro forma abridged Group statement of cash flows Pro forma Group segmental analysis Determination of pro forma Group headline earnings Group and Company accounting policies Wilderness Holdings Limited Approval of annual financial statements Independent auditors report Directors report Group statement of comprehensive income Group statement of financial position Group statement of changes in equity Group statement of cash flows Notes to the Group annual financial statements Company statement of comprehensive income Company statement of financial position Company statement of changes in equity Company statement of cash flows Notes to the Company annual financial statements Wilderness Safaris Investment and Finance (Proprietary) Limited Independent auditors report Directors report Group statement of comprehensive income Group statement of financial position Group statement of changes in equity Group statement of cash flows Notes to the Group annual financial statements Company statement of comprehensive income Company statement of financial position Company statement of changes in equity Company statement of cash flows Notes to the Company annual financial statements Subsidiary companies of Wilderness Holdings Limited Subsidiary companies of Wilderness Safari Investment and Finance (Pty) Limited 21 23 24 25 26 27 28 29 30 41 42 43 48 49 50 51 52 72 73 74 75 76

Wilderness has developed a powerful brand in the international and local brand markets

81 82 84 85 86 87 88 104 105 106 107 108 112 114

w w w. w i l d e r n e s s - g r o u p . c o m

20

Wilderness Holdings Limited Annual Report 2010

PRO FORMA REPORTING ACCOUNTANTS REPORT

31 May 2010 The Directors Wilderness Holdings Limited PO Box 5219 Rivonia 2128 Dear Sirs INDEPENDENT REPORTING ACCOUNTANTS ASSURANCE REPORT ON THE PRO FORMA FINANCIAL INFORMATION OF WILDERNESS HOLDINGS LIMITED We have performed our limited assurance engagement in respect of the pro forma financial information set out in this report which includes the pro forma financial information of Wilderness Holdings Limited (WH) for the year ended 28 February 2010 dated on or about 31 May 2010 issued in connection with the release of the year end results by WH. The pro forma financial information has been prepared in accordance with the requirements of the JSE Limited (JSE) and Botswana Stock Exchange (BSE) Listings Requirements, for illustrative purposes only, to provide information about how the corporate action might have affected the reported historical financial information presented, had the corporate action been undertaken at 1 March 2009 of the pro forma balance sheet being reported on.

Directors responsibility
The directors are responsible for the compilation, contents and presentation of the pro forma financial information contained in the press announcement and for the financial information from which it has been prepared. Their responsibility includes determining that: the pro forma financial information has been properly compiled on the basis stated; the basis is consistent with the accounting policies of WH; and the pro forma adjustments are appropriate for the purposes of the pro forma financial information disclosed in terms of the JSE and BSE Listings Requirements.

Reporting accountants responsibility


Our responsibility is to express our limited assurance conclusion on the pro forma financial information issued to WH shareholders. We conducted our assurance engagement in accordance with the International Standard on Assurance Engagements applicable to Assurance Engagements Other Than Audits or Reviews of Historical Financial Information (ISAE 3000) and the Guide on Pro Forma Financial Information issued by SAICA. This standard requires us to obtain sufficient appropriate evidence on which to base our conclusion. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the pro forma financial information, beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

Sources of information and work performed


Our procedures consisted primarily of comparing the unadjusted financial information with the source documents, considering the pro forma adjustments in light of the accounting policies of WH, considering the evidence supporting the pro forma adjustments and discussing the adjusted pro forma financial information with the directors of the Company in respect of the corporate actions that are the subject of this prospectus. In arriving at our conclusion, we have relied upon financial information prepared by the directors of WH and other information from various public, financial and industry sources.
National Executive: GG Gelink Chief Executive AE Swiegers Chief Operating Officer GM Pinnock Audit DL Kennedy Tax, Legal and Risk Advisory L Geeringh Consulting L Bam Corporate Finance CR Beukman Finance TJ Brown Clients & Markets NT Mtoba Chairman of the Board MJ Comber Deputy Chairman of the Board A full list of partners and directors is available on request

Wilderness Holdings Limited Annual Report 2010

21

PRO FORMA REPORTING ACCOUNTANTS REPORT CONTINUED

While our work performed has involved an analysis of the historical published audited financial information and other information provided to us, our assurance engagement does not constitute an audit or review of any of the underlying financial information conducted in accordance with International Standards on Auditing or International Standards on Review Engagements and, accordingly, we do not express an audit or review opinion. In a limited assurance engagement, the evidence-gathering procedures are more limited than for a reasonable assurance engagement and therefore less assurance is obtained than in a reasonable assurance engagement. We believe our evidence obtained is sufficient and appropriate to provide a basis for our conclusion.

Conclusion
Based on our examination of the evidence obtained, nothing has come to our attention which causes us to believe that, in terms of the section 8.17 and 8.30 of the JSE and respective BSE Listings Requirements: The pro forma financial information, derived from the reviewed consolidated financial information for WSIF and WH for the years ended 28 February 2009 and 28 February 2010 respectively, has not been properly compiled on the basis stated; Such basis is inconsistent with the accounting policies of WH; and The adjustments are not appropriate for the purposes of the pro forma financial information as disclosed.

Deloitte & Touche Registered Auditors Per: Mark Rayfield Partner 31 May 2010 Deloitte & Touche Deloitte Place The Woodlands Woodlands Drive Woodmead 2196

22

Wilderness Holdings Limited Annual Report 2010

WILDERNESS HOLDINGS LIMITED

PRO FORMA RESULTS PREPARATION OF THE FINANCIAL STATEMENTS


The listing of the Company and the restructuring of the Group occurred on 8 April 2010. Therefore, at 28 February 2010 two parallel holding companies existed and these were unlisted entities. The reviewed pro forma consolidated financial results enclosed in this report have been prepared for illustrative purposes. The pro forma results have been prepared in accordance with the Companys accounting policies and the underlying financial information used in their compilation is in compliance with International Financial Reporting Standards and consistent with the accounting policies applied in the prior year. The information utilised in the preparation of these pro forma accounts was extracted from reviewed financial information which has been prepared in accordance with IAS 34 Interim Financial Reporting. The pro forma information has been prepared to provide an illustration of the Groups financial performance for the year ended 28 February 2010 and should be reviewed in conjunction with the independent reporting accountants report thereon. The pro forma consolidation assumes that the listing and restructuring occurred on 1 March 2009.

Wilderness Holdings Limited Annual Report 2010

23

WILDERNESS HOLDINGS LIMITED

PRO FORMA GROUP STATEMENT OF COMPREHENSIVE INCOME


for the year ended 28 February Pro forma Consolidated 2010 BWP000 Revenue Cost of sales Gross margin Operating costs Operating profit before depreciation, amortisation and goodwill impairment (EBITDA) Depreciation and amortisation Goodwill impairment Operating profit Finance income Finance costs Unrealised foreign exchange gain/(loss) on loans Share of equity accounted investment earnings/(losses) Profit before taxation Taxation Profit/(loss) for the year from continuing operations Profit for the year from discontinuing operations Profit/(loss) for the year Other comprehensive (loss)/income: (Loss)/gain on revaluation of property, plant and equipment Income tax relating to revaluation of property, plant and equipment Total comprehensive income for the year Profit/(loss) for the year attributable to: Owners of the Company Non-controlling interest 868 139 (451 482) 416 657 (301 429) 115 228 (50 569) (3 239) 61 420 2 838 (9 359) 24 124 2 521 81 544 (35 789) 45 755 2 267 48 022 (23 996) (35 038) 11 042 24 026 47 523 499 48 022 Total comprehensive income for the year attributable to: Owners of the Company Non-controlling interest 23 527 499 24 026 Pro forma Consolidated 2009 BWP000 986 390 (554 877) 431 513 (325 955) 105 558 (50 273) (328) 54 957 6 857 (14 330) (31 724) (897) 14 863 (22 987) (8 124) 3 157 (4 967) 10 385 18 131 (7 746) 5 418 (2 641) (2 326) (4 967) 7 744 (2 326) 5 418

24

Wilderness Holdings Limited Annual Report 2010

WILDERNESS HOLDINGS LIMITED

PRO FORMA GROUP STATEMENT OF FINANCIAL POSITION


as at 28 February Pro forma Consolidated 2010 BWP000 ASSETS Non-current assets Property, plant and equipment Goodwill Investment in associates Loans to related parties Deferred tax assets Current assets Inventories Trade and other receivables Taxation Cash and cash equivalents Assets of disposal group classified as held for sale Total assets EQUITY AND LIABILITIES Ordinary shareholders funds Non-controlling interest Total equity Long-term liabilities and payables Deferred tax liabilities Current liabilities Payables, accruals and provisions Future cash Taxation Bank overdrafts Liabilities of disposal group classified as held for sale Total equity and liabilities 459 070 357 244 38 643 49 731 319 13 133 208 901 15 535 90 889 8 537 93 940 1 197 669 168 239 556 (4 518) 235 038 131 780 22 736 279 608 163 354 83 211 3 028 30 015 6 669 168 Pro forma Consolidated 2009 BWP000 519 623 369 209 39 688 50 831 35 101 24 794 142 556 13 917 66 104 4 383 58 152 662 179 225 036 386 225 422 165 649 24 603 246 505 158 961 62 634 5 483 19 427 662 179

Wilderness Holdings Limited Annual Report 2010

25

WILDERNESS HOLDINGS LIMITED

PRO FORMA ABRIDGED GROUP STATEMENT OF CHANGES IN EQUITY


for the year ended 28 February Pro forma Consolidated 2010 BWP000 Balance at beginning of year Exchange difference arising on conversion of foreign subsidiaries Revaluation of property, plant and equipment Deferred tax effect of revaluation Transfer of shareholders loans to short-term payables Total profit/(loss) for the year attributable to the owners of the Company Minority interest arising on business combination Minority portion of dividend paid Non-controlling interest portion of profit/(loss) Balance at end of year 225 422 3 315 (35 038) 11 042 (12 017) 47 523 (2 868) (2 840) 499 235 038 Pro forma Consolidated 2009 BWP000 223 147 2 700 18 131 (7 746) (2 641) (3 755) (2 088) (2 326) 225 422

26

Wilderness Holdings Limited Annual Report 2010

WILDERNESS HOLDINGS LIMITED

PRO FORMA ABRIDGED GROUP STATEMENT OF CASH FLOWS


for the year ended 28 February Pro forma Consolidated 2010 BWP000 EBITDA Profit from discontinuing operations Loss on disposal of property, plant and equipment Revaluation of aircraft below original cost Other non-cash items Cash generated before working capital changes Working capital changes Cash generated from operations Net finance costs paid Taxation paid Net cash inflow/(outflow) from operating activities Net cash outflow from investing activities Net cash (outflow)/inflow from financing activities Increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year *
* Comprises cash resources, net of bank overdrafts and trade finance advances.

Pro forma Consolidated 2009 BWP000 105 558 3 157 2 081 264 111 060 (84 231) 26 829 (7 473) (29 878) (10 522) (84 625) 98 938 3 791 34 934 38 725

115 228 2 267 705 4 437 12 838 135 475 (4 473) 131 002 (6 521) (29 340) 95 141 (43 131) (26 810) 25 200 38 725 63 925

Wilderness Holdings Limited Annual Report 2010

27

WILDERNESS HOLDINGS LIMITED

PRO FORMA GROUP SEGMENTAL ANALYSIS


for the year ended 28 February Pro forma Consolidated 2010 BWP000 Revenue Safari consulting Camp, lodge and safari explorations Transfer and touring Finance and asset management Intergroup 838 257 286 619 147 899 50 459 (455 095) 868 139 EBITDA Safari consulting Camp, lodge and safari explorations Transfer and touring Finance and asset management 25 827 65 778 4 856 18 767 115 228 Total assets Safari consulting Camp, lodge and safari explorations Transfer and touring Finance and asset management Intergroup 213 558 440 122 80 910 406 462 (471 884) 669 168 Pro forma Consolidated 2009 BWP000 981 523 302 970 145 911 42 981 (486 995) 986 390 29 047 38 743 10 863 26 905 105 558 196 267 404 976 79 547 420 162 (438 773) 662 179

28

Wilderness Holdings Limited Annual Report 2010

WILDERNESS HOLDINGS LIMITED

DETERMINATION OF PRO FORMA GROUP HEADLINE EARNINGS


for the year ended 28 February Pro forma Consolidated 2010 BWP000 Profit/(loss) attributable to owners of the parent per the statement of comprehensive income Headline earnings adjustments: Goodwill impairment Reversal of impairment relating to consolidation of Zimbabwe Revaluation of aircraft below original cost Net loss on disposal of property, plant and equipment Tax effect Non-controlling interest Headline earnings/(loss) 47 523 366 3 239 (8 015) 4 437 705 (345) (324) 47 220 Pro forma Consolidated 2009 BWP000 (2 641) 2 673 328 264 2 081 (325) (293)

Wilderness Holdings Limited Annual Report 2010

29

WILDERNESS HOLDINGS LIMITED AND WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED

GROUP AND COMPANY ACCOUNTING POLICIES


for the year ended 28 February The accounting policies mentioned below apply to both groups.

BASIS OF PREPARATION
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS). They have been prepared on the historical cost basis as modified by the revaluation of financial instruments reflected at fair value and aircraft. In the current year, the Company and Group have adopted all the new and revised standards and interpretations of the International Accounting and Standards Board (the IASB) and the International Financial Reporting Interpretations Committee (IFRIC) of the IASB that are relevant to its operations and effective for the annual reporting period beginning on 1 March 2009. The adoption of these standards has not resulted in changes to the Company and Group accounting policies. The following standards and interpretations were adopted: IFRS 2 (AC 139) Share-based Payments IFRS 7 (AC 144) Financial Instruments: Disclosures IFRS 8 (AC 145) Operating Segments IAS 1 (AC 101) Presentation of Financial Statements IAS 16 (AC 123) Property, Plant and Equipment IAS 18 (AC 111) Revenue IAS 19 (AC 116) Employee Benefits IAS 20 (AC 134) Accounting for Government Grants and Disclosure of Government Assistance IAS 23 (AC 114) Borrowing Costs IAS 27 (AC 132) Consolidated and Separate Financial Statements IAS 28 (AC 110) Investments in Associates IAS 29 (AC 124) Financial Reporting in Hyperinflationary Economies IAS 31 (AC 119) Interests in Joint Ventures IAS 32 (AC 125) Financial Instruments: Presentation IAS 36 (AC 128) Impairment of Assets IAS 38 (AC 129) Intangible Assets IAS 39 (AC 133) Financial Instruments: Recognition and Measurement IAS 40 (AC 135) Investment Property IAS 41 (AC 137) Agriculture IFRIC 15 Agreements for the Construction of Real Estate

Revised standards and interpretations in issue not yet adopted


At the date of authorisation of these financial statements, the following revised standards and interpretations and/or amendments to the standards and interpretations were in issue but not yet effective: IFRS 2 (AC 139) Share-based Payments (effective 1 January 2010) IFRS 3 (AC 140) Business Combinations Revised (effective 1 July 2009) IFRS 5 (AC 142) Non-current Assets Held for Sale and Discontinued Operations (effective 1 July 2009) IFRS 5 (AC 142) Non-current Assets Held for Sale and Discontinued Operations (effective 1 January 2010) IFRS 9 (AC 442) Financial Instruments (effective 1 January 2013) IAS 19 (AC 504) Employee Benefits (effective 1 April 2009) IAS 24 (AC 126) Related Party Disclosures (effective 1 January 2011) IAS 27 (AC 132) Consolidated and Separate Financial Statements (effective 1 July 2009) IAS 28 (AC 110) Investment in Associates (effective 1 July 2009) IAS 31 (AC 119) Interest in Joint Venture (effective 1 July 2009) IAS 32 (AC 125) Financial Instruments: Presentation (effective 1 February 2010) IAS 39 (AC 133) Financial Instruments: Recognition and Measurement (effective 1 July 2009) IFRIC 17 Distributions of Non-cash Assets to Owners (effective 1 July 2009) IFRIC 18 Transfers of Assets from Customers (effective 1 July 2009)

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Wilderness Holdings Limited Annual Report 2010

WILDERNESS HOLDINGS LIMITED AND WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED

GROUP AND COMPANY ACCOUNTING POLICIES CONTINUED


for the year ended 28 February

BASIS OF PREPARATION (continued)


Revised standards and interpretations in issue not yet adopted (continued)
On 16 April 2009, the Accounting Practices Board (APB) issued its latest set of annual improvements titled Improvements to Statements of GAAP 2009. The annual improvements included 15 amendments to various Standards, including: IFRS 2 (AC 139) IFRS 5 (AC 142) IFRS 8 (AC 145) IAS 1 (AC 101) IAS 7 (AC 118) IAS 17 (AC 105) IAS 36 (AC 128) IAS 38 (AC 129) IAS 39 (AC 133) IFRIC 9 (AC 442) IFRIC 16 (AC 449) IFRIC 14 (AC 504) Share-based Payments (effective 1 July 2009) Non-current Assets Held for Sale and Discontinued Operations (effective 1 January 2010) Operating Segments (effective 1 January 2010) Presentation of Financial Statements (effective 1 January 2010) Statement of Cash Flows (effective 1 January 2010) Leases (effective 1 January 2010) Impairment of Assets (effective 1 January 2010) Intangible Assets (effective 1 July 2009) Financial Instruments: Recognition and Measurement (effective 1 January 2010) Reassessment of Embedded Derivatives (effective 1 July 2009) Hedges of a Net Investment in a Foreign Operation (effective 1 July 2009) IAS 19 The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction (effective 1 January 2011) Extinguishing Financial Liabilities with Equity Instruments (effective 1 July 2010)

IFRIC 19

The directors anticipate that the adoption of these standards and interpretations in future periods will have no material impact on the financial statements of the Company and Group.

SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS


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

Trade receivables and loans and receivables


The Company and Group assess trade receivables and loans for impairment at each reporting date. In determining whether an impairment loss should be recorded in profit or loss, the Company and Group make judgements as to whether there is observable data indicating a measurable decrease in the estimated future cash flows from a receivable, the timing and quantum of estimated future cash flows and an appropriate discount rate to determine the present value of such cash flows.

Impairment testing for goodwill and non-monetary assets


The recoverable amounts of cash-generating units and individual non-monetary assets are determined based on the higher of value-inuse calculations and fair values less cost to sell. These calculations require the use of estimates and assumptions. The Company and Group review and test 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. 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.

Useful lives and residual values of property, plant and equipment


Residual values of buildings, motor vehicles and aircraft are based on current estimates of the value of these assets at the end of their useful lives. The estimated residual values of the buildings and motor vehicles have been determined by the directors based on their knowledge of the industry. The value of aircraft is assessed by the directors based on the currently available Aircraft Bluebook values. The Aircraft Bluebook is designed and developed as a service for the purchasers of aircraft to assist them in arriving at the fair market value of aircraft listed therein. It is intended as a guide and all prices in the digest are considered a representative average.

Wilderness Holdings Limited Annual Report 2010

31

WILDERNESS HOLDINGS LIMITED AND WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED

GROUP AND COMPANY ACCOUNTING POLICIES CONTINUED


for the year ended 28 February

SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS (continued)


Revaluation of assets
Aircraft are carried at revalued amounts. Revaluations are performed every year and take into account current market values and replacement value of the significant components.

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 and Group recognise liabilities for anticipated tax charges 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 liabilities in the period in which such determination is made. The Company and Group recognise the net future tax benefit related to deferred 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 tax assets requires the Company and 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 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 Company and Group to realise the net deferred tax assets recorded at the balance sheet date could be impacted.

SIGNIFICANT ACCOUNTING POLICIES


Consolidation Subsidiaries
Subsidiary undertakings, which are those companies in which the Group, directly or indirectly, has an interest of more than one half of the voting rights or otherwise has power to exercise control over the financial and operating policies so as to obtain benefits from its activities, have been consolidated. Subsidiaries are consolidated from the date on which effective control is transferred to the Group and are no longer consolidated from the date of disposal. All inter-company transactions, balances, income and expenses and unrealised surpluses and deficits on transactions between Group companies have been eliminated. Intragroup losses may indicate an impairment that requires recognition in the consolidated financial statements. On acquisition, the assets and liabilities of a subsidiary are measured at their fair values at the date of acquisition, except for assets classified as held-for-sale, which are recognised at fair value less costs to sell. To the extent that the cost of the acquisition, in excess of the fair value of the net assets acquired, is attributable to intangible assets that the entity holds for its own use or for rental to others, this value is recognised as an intangible asset. Any additional difference between the cost of acquisition and total net asset value of the entity is recognised as goodwill if after reassessment, the Groups interest in the net fair value of the acquirees realisable assets, liabilities and contingent liabilities exceeds the cost of the business combination, the excess is recognised immediately as profit or loss. The interest of minority shareholders is stated at the minoritys proportion of the fair values of the assets and liabilities recognised at the date of the acquisition and the minoritys interest in the subsidiarys equity since the date of combination. Where necessary, accounting policies for subsidiaries have been changed to ensure consistency with the policies adopted by the Group. The subsidiary companies of Wilderness Holdings Limited and Wilderness Safaris Investment and Finance (Pty) Limited are set out on pages 112, 113 and 114. In the Companys separate annual financial statements, investments in subsidiaries are carried at cost less any accumulated impairment. The cost of an investment in a subsidiary is the aggregate of: the fair value, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Company; plus any costs directly attributable to the purchase of the subsidiary.

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Wilderness Holdings Limited Annual Report 2010

WILDERNESS HOLDINGS LIMITED AND WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED

GROUP AND COMPANY ACCOUNTING POLICIES CONTINUED


for the year ended 28 February

SIGNIFICANT ACCOUNTING POLICIES (continued)


Consolidation (continued) Subsidiaries (continued)
An adjustment to the cost of a business combination contingent on future events is included in the cost of the combination if the adjustment is probable and can be measured reliably. The Group applies a policy of treating transactions with minority interests as transactions with equity owners of the Group. For purchases of minority interests, the difference between any consideration paid and the relevant share acquired of the carrying value of the net assets of the subsidiary is recorded in equity. Gains or losses on disposals to minority interests are also recorded in equity.

Associates
An associate is an entity in which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Significant influence is the power to participate in the financial and operating decisions of the entity but is not control or joint control over those policies. Investments in associates are accounted for using the equity method of accounting and are initially recognised at cost, except when the asset is classified as held-for-sale. Under the equity method, the Groups share of the post-acquisition profits or losses of associates is recognised in the income statement and its share of post-acquisition movements in reserves is recognised in reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Groups share of losses in an associate equals or exceeds its interest in the associate, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate. The use of the equity method is discontinued from the date the Group ceases to have significant influence over an associate. Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Groups interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of impairment of the asset transferred. Any impairment losses are deducted from the carrying amount of the investment in associate. Distributions received from the associate reduce the carrying amount of the investment. Any excess of the cost of acquisition over the Groups share of the net fair value of the identifiable assets, liabilities and contingent liabilities of the associate recognised at the date of acquisition is recognised as goodwill. The goodwill is recorded within the carrying amount of the investment and is assessed for impairment as part of that investment. The excess of the Groups share of the net fair value of an associates identifiable assets, liabilities and contingent liabilities over the cost is excluded from the carrying amount of the investment and is instead included as income in the period in which the investment is acquired. In the Companys separate annual financial statements, an investment in an associate is carried at cost less any accumulated impairment.

Non-current assets (a disposal group) held for sale


Non-current assets (or disposal groups) are classified as assets held for sale when their carrying amount is to be recovered principally through a sale transaction and a sale is considered highly probable. They are stated at the lower of carrying amount and fair value less costs to sell if their carrying amount is to be recovered principally through a sale transaction rather than through continuing use.

Wilderness Holdings Limited Annual Report 2010

33

WILDERNESS HOLDINGS LIMITED AND WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED

GROUP AND COMPANY ACCOUNTING POLICIES CONTINUED


for the year ended 28 February

SIGNIFICANT ACCOUNTING POLICIES (continued)


Foreign currency translations
Items included in the financial statements of each of the Groups entities are measured using the currency of the primary economic environment in which the entity operates (functional currency) . The consolidated financial statements of Wilderness Holdings Limited and Wilderness Safaris Investment and Finance (Pty) Limited are presented in Pula and Rand, respectively, which are the relevant Groups presentation currencies. Transactions in currencies other than the functional currency are initially recorded at the rates of exchange ruling on the dates of the transactions. At each reporting date, monetary assets and liabilities denominated in such currencies are retranslated at the rates prevailing on the reporting date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in foreign currency are not retranslated. Profits and losses arising on exchange are dealt with in the statement of comprehensive income. Assets and liabilities of foreign subsidiaries are translated to Pula and Rand at the rates prevailing on the reporting date. Income and expenses are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions). All resulting exchange differences are recognised as a separate component of equity. Such translation differences are recognised as income or expenses in the period during which disposals are effected. Where appropriate, in order to minimise its exposure to foreign exchange risks, the Group enters into forward exchange contracts. Goodwill, intangible assets and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.

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 Group; and the cost of the item can be measured reliably. Cost includes 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 major overhaul costs. 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. All other repairs and maintenance are charged to profit or loss when incurred. 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 (excluding aircraft) is carried at cost less accumulated depreciation and any impairment losses. Aircraft are shown at revalued amounts, being fair value at the date of revaluation, based on periodic valuations by the directors using the Blue Book values as guidelines, less subsequent depreciation and impairment losses. Any accumulated depreciation at the date of revaluation is eliminated against the gross carrying amount of the asset, and the net amount is restated to the revalued amount of the asset. Increases in the valuation of aircraft are transferred directly to retained earnings. Impairment losses are recognised firstly against any existing revaluation surplus in equity, and any remaining losses are recognised in profit or loss.

34

Wilderness Holdings Limited Annual Report 2010

WILDERNESS HOLDINGS LIMITED AND WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED

GROUP AND COMPANY ACCOUNTING POLICIES CONTINUED


for the year ended 28 February

SIGNIFICANT ACCOUNTING POLICIES (continued)


Property, plant and equipment (continued)
Depreciation is provided on all property, plant and equipment other than freehold land and work in progress, to write down the cost, less residual value, by equal instalments over their useful lives as follows: Item Buildings Leasehold property improvements Computer equipment Office furniture, fittings and equipment Lodge/camp furniture and equipment Aircraft Frames Engines, propellers Motor vehicles and boats Average useful life 35 years the lesser of 10 years or life of lease 3 4 years 3 10 years 4 10 years 20 30 years Hours flown 3 8 years

Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately. The depreciation charge for each period is recognised in profit or loss, unless it is included in the carrying amount of another asset. The assets residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date. An assets carrying amount is written down immediately to its recoverable amount if the assets carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These are recorded in profit or loss. When revalued assets are sold, the amounts included in the revaluation reserve are transferred to retained earnings.

Investment property
Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services or for administrative purposes. Investment property is measured at fair value with any change therein recognised in profit or loss. When the use of a property changes such that it is reclassified as property, plant and equipment, its fair value at the date of reclassification becomes its cost for subsequent accounting.

Leases
Leases of property, plant and equipment where the Company and Group assume substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the inception of the lease at the lower of the fair value of the leased property or the present value of the minimum lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The corresponding rental obligation, net of the finance charges, is included in other long-term payables. The interest element of the finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance leases are depreciated over the shorter of the useful life of the asset or the lease term. Leases where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives from the lessor) are charged to profit or loss on a straight-line basis over the period of the lease.

Wilderness Holdings Limited Annual Report 2010

35

WILDERNESS HOLDINGS LIMITED AND WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED

GROUP AND COMPANY ACCOUNTING POLICIES CONTINUED


for the year ended 28 February

SIGNIFICANT ACCOUNTING POLICIES (continued)


Intangible assets Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the Groups share of the net identifiable assets, liabilities and contingent liabilities of the acquired subsidiary/associate at the date of acquisition. Goodwill on acquisitions of associates is included in investments in associates and is tested for impairment as part of the overall balance. Goodwill is tested annually for impairment and is carried at cost less accumulated impairment losses. For the purposes of impairment testing, goodwill is allocated to each of the Groups cash-generating units expected to benefit from the synergies of the combination. Separately recognised goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. The excess of the Groups interest in the net fair value of the identifiable assets, over the cost of the business combination is immediately recognised in profit or loss. Internally generated goodwill is not recognised as an asset.

Other intangible assets


Other intangible assets that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation
Amortisation is calculated over the cost of the asset, or other amount substituted for cost, less its residual value. Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. The estimated useful life of lease premium is amortised over the period of the lease. Amortisation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate.

Impairment (excluding goodwill)


At each reporting date, the Company and Group review the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, its carrying amount is reduced to its recoverable amount. An impairment loss is recognised immediately in profit and loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease. Where an impairment loss subsequently reverses, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, but will never exceed the carrying amount that would have been determined had no impairment loss been recognised in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation reserve.

36

Wilderness Holdings Limited Annual Report 2010

WILDERNESS HOLDINGS LIMITED AND WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED

GROUP AND COMPANY ACCOUNTING POLICIES CONTINUED


for the year ended 28 February

SIGNIFICANT ACCOUNTING POLICIES (continued)


Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined by using the weighted average cost method, and comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. Provision is made for obsolete and slow-moving inventory. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. 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, is recognised as a reduction in the amount of inventories recognised as an expense in the period in which the reversal occurs.

Financial instruments
The Company and Group classifies its financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an equity instrument when the Company and Group becomes party to the contractual provisions of the instrument at cost, which includes transaction costs and approximates fair value. Subsequent to initial recognition these instruments are measured at amortised cost using the effective interest rate method less any impairment loss recognised to reflect irrecoverable amounts. Available for sale financial assets are stated at fair value.

Financial assets
The Company and Group classifies its financial assets in the following categories: at fair value through profit or loss, loans and receivables, and available for sale. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition. Financial assets, other than investments in subsidiaries, are recognised on a trade-date basis and are initially measured at fair value, including transaction costs and are measured at subsequent reporting dates at amortised cost unless part of held for trading or available for sale.

Financial assets at fair value through profit or loss (held-for-trading)


A financial asset is classified in this category if acquired principally for the purpose of selling in the short term, or it is part of an identified portfolio of financial instruments that the Company and Group manages together and has a recent actual pattern of shortterm profit-taking. Derivatives are classified as held for trading unless they are designated as hedges. Assets in this category are classified as current assets. Where securities are held for trading purposes, gains or losses arising from changes in fair value are included in the statement of comprehensive income for the period in operating profit.

Available-for-sale financial assets


Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the reporting date. For available-for-sale investments, gains and losses arising from changes in fair value are recognised as other comprehensive income, until the security is disposed of or is determined to be impaired, at which time the cumulative gain or loss previously recognised in equity is included in the statement of comprehensive income for the period. Fair value of listed investments is calculated by reference to the quoted selling price at the close of business on the reporting date. Unlisted investments are shown at fair value or at cost where fair value cannot be reliably measured. Fair value is determined with reference to independent or internal valuations using discounted cash flow analysis or other suitable valuation methodologies or recent arms length market transactions between knowledgeable, willing parties.

Loans and other receivables


Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after reporting date. These are classified as noncurrent assets. The Groups loans and receivables comprise loans to related parties, trade and other receivables and cash and cash equivalents.

Wilderness Holdings Limited Annual Report 2010

37

WILDERNESS HOLDINGS LIMITED AND WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED

GROUP AND COMPANY ACCOUNTING POLICIES CONTINUED


for the year ended 28 February

SIGNIFICANT ACCOUNTING POLICIES (continued)


Financial assets (continued) Trade 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 Group will not be able to collect all the amounts due according to the original terms of the receivables. Objective evidence includes observable data about the following loss events: Significant financial difficulty of the debtor; Breach of contract; Creditor granting concessions to the debtor which it would not normally consider, but for the debtors financial difficulty; It becomes probable that the debtor will enter bankruptcy or other financial reorganisation; The disappearance of an active market for the debtor; and An increase in delayed payments from the debtor or an increase in the number of times the debtor exceeds its credit limit. The allowance recognised is measured as the difference between the assets carrying amount and the present value of estimated future cash flows discounted at the effective interest rate computed at initial recognition. In instances where there is clear and unassailable evidence that a trade receivable has been impaired and that there is no evidence to indicate that the trade receivable is recoverable and all reasonable measures to recover the amount have been exhausted, the Company and Group would reduce the carrying amount of the impaired trade receivable directly against the asset account or the provision for impairment of trade receivables if one had previously been raised. Any increase or decrease in the provision for impairment of trade receivables or any reduction in trade receivables directly against the asset account is recorded in operating profit. Subsequent recoveries of amounts previously written off are credited to operating expenditure in profit or loss.

Cash and cash equivalents


Cash and cash equivalents comprise cash on hand, demand deposits and other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts 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.

Financial liabilities 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.

Bank overdraft and borrowings


Bank overdrafts and borrowings are initially measured at fair value net of transaction costs incurred, and are subsequently measured at amortised cost, any difference between the proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term of the borrowings using the effective interest method. Finance charges, including premiums payable on settlement or redemption, are accounted for on an accrual basis and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

Equity instruments
An equity instrument represents a contract that evidences a residual interest in the net assets of an entity. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs. Shareholders loans obtained by the Group are regarded as equity to the extent that the capital and interest portion of the loans are repayable at the option of the borrower.

38

Wilderness Holdings Limited Annual Report 2010

WILDERNESS HOLDINGS LIMITED AND WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED

GROUP AND COMPANY ACCOUNTING POLICIES CONTINUED


for the year ended 28 February

SIGNIFICANT ACCOUNTING POLICIES (continued)


Stated capital/share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Where any Group company purchases the Companys equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Companys equity holders until the shares are cancelled or reissued. Where such shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Companys equity holders.

Income tax
The tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on taxable income for the year. Taxable income differs from net income as reported in the statement of comprehensive income because it includes items of income or expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the reporting date in the countries where the Companys subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. 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. Deferred tax is accounted for using the statement of financial position liability method in respect of temporary differences which arise from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of taxable income. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the reporting date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable income will be available against which deductible temporary differences can be utilised. Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis. The carrying value of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable income will be available to allow all or part of the asset to be recovered.

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 and bonuses) 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.

Wilderness Holdings Limited Annual Report 2010

39

WILDERNESS HOLDINGS LIMITED AND WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED

GROUP AND COMPANY ACCOUNTING POLICIES CONTINUED


for the year ended 28 February

SIGNIFICANT ACCOUNTING POLICIES (continued)


Employee benefits (continued) Defined contribution plans
Payments to defined contribution retirement benefit plans are charged as an expense as they fall due. Payments made to industry-managed (or state plans) retirement benefit schemes are dealt with as defined contribution plans where the Company and Groups obligation under the schemes is equivalent to those arising in a defined contribution retirement benefit plan.

Gratuities and severance plans


Wilderness Holdings Limited does not provide pension benefits for its employees, but operates a gratuity scheme for expatriates in terms of employment contracts, and a severance benefit scheme for citizens in terms of Section 28 of the Botswana Employment Act. Severance pay is not considered to be a retirement benefit plan as the benefits are payable on completion of each 60 month period of continuous employment or on termination of employment, at the option of the employee. The expected gratuity and severance benefit liability is provided in full by way of an accrual. Employee termination payments are recognised when the Group has a present legal or constructive obligation as a result of past events; it is more likely than not that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated.

Revenue
Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Company and Groups activities. Revenue is shown net of taxes and discounts. Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and Group and the revenue can be reliably measured and when the following specific recognition criteria have been met.

Sale of goods/services
The Company and Group sells bed nights at its various camps to customers and is also involved in transporting these guests between its remote locations. Revenue is recognised when service is provided to the customer from the date of their stay at the camp or when the charter occurs. Revenue is recognised when the significant risks and rewards of ownership of the goods/services have passed to the buyer.

Interest
Interest income is recognised on a time-proportion basis using the effective interest method. When a receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired loans is recognised using the original effective interest rate.

Dividends
Dividends are recognised when the right to receive payment is established.

Borrowing costs
Borrowing costs are charged to finance costs.

Provisions
A provision is recognised when there is a legal or constructive obligation as a result of a past event for which it is probable that an outflow of economic benefits will be required to settle the obligation and the amounts have been reliably estimated. Provisions are not recognised for future operating losses.

40

Wilderness Holdings Limited Annual Report 2010

APPROVAL OF ANNUAL FINANCIAL STATEMENTS


The Annual Financial Statements are prepared in accordance with International Financial Reporting Standards and the Companies Act of Botswana (Companies Act, 2003) and incorporate full and responsible disclosure in line with the accounting policies of the Group. The Annual Financial Statements are based on appropriate accounting policies consistently applied and supported by reasonable and prudent judgments and estimates. The Annual Financial Statements, including the directors report for the year ended 28 February 2010 set out on pages 43 to 80 and the group accounting policies on pages 30 to 40, have been approved by the board of directors on 29 July 2010, and are signed on its behalf by:

Malcolm McCulloch Chairman 29 July 2010

Andrew Payne Chief Executive

Wilderness Holdings Limited Annual Report 2010

41

INDEPENDENT AUDITORS REPORT


TO THE MEMBERS OF WILDERNESS HOLDINGS LIMITED

We have audited the accompanying Group and Company annual financial statements of Wilderness Holdings Limited, which comprise the consolidated and separate statements of financial position at 28 February 2010, statements of comprehensive income, statements of changes in equity and the statements of cash flows for the year then ended, and other explanatory note, as set out on pages 48 to 80, and a summary of the accounting policies set out on pages 30 to 40.

DIRECTORS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS


The Group and Companys 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 Botswana (Companies Act, 2003). This responsibility includes: designing, implementing and maintaining internal controls 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.

AUDITORS RESPONSIBILITY
Our responsibility is to express an opinion on these financial statements based on our audit. We conduct 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 auditors 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 entitys 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 entitys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating 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, the consolidated and separate financial statements present fairly, in all material respects, the financial position of Wilderness Holdings Limited, Group and Company, as of 28 February 2010, and of their financial performance and their cash flows for the year then ended in accordance with International Financial Reporting Standards, and in the manner required by the Companies Act of Botswana (Companies Act, 2003).

Deloitte & Touche Certified Public Accountants (Botswana) 29 July 2010 Deloitte & Touche Certified Public Accountants (Botswana) Deloitte & Touche House Plot 50664 Fairgrounds Office Park Gaborone Botswana

National Executive: GG Gelink Chief Executive AE Swiegers Chief Operating Officer GM Pinnock Audit DL Kennedy Tax, Legal and Risk Advisory L Geeringh Consulting L Bam Corporate Finance CR Beukman Finance TJ Brown Clients & Markets NT Mtoba Chairman of the Board MJ Comber Deputy Chairman of the Board Resident Partners: M Marinelli Senior Partner FC Els P Naik CV Ramatlapeng M Bardopoulos A full list of partners and directors is available on request

42

Wilderness Holdings Limited Annual Report 2010

WILDERNESS HOLDINGS LIMITED

DIRECTORS REPORT
for the year ended 28 February 2010

NATURE OF BUSINESS
Wilderness has been in operation for 26 years and has developed a powerful brand in the international and local travel markets. The Groups business is building sustainable conservation economies and this is achieved through: Experience-based tourism; Wildlife and environmental conservation; and Building awareness and sharing learnings. Being profitable is fundamental to the business and since inception Wilderness has been cash positive, driven largely by its success in the tourism operations. The Company is run by a group of like minded wildlife professionals who came together to build a successful safari business, delivering a unique experience for guests and strong returns for shareholders and stakeholders, while ensuring that southern Africas pristine wilderness areas remain sustainably conserved. The Wilderness business model is vertically integrated and consists of the following key businesses within the value chain: Safari consulting (tour operating and destination management); Transfer and touring (air and road); Camp, lodge and safari exploration operator; and Finance and asset management. On 8 April 2010 the Company was listed on the Botswana Stock Exchange (BSE), with a secondary inward listing on the Africa Board of JSE Limited (JSE). The purpose of the listing was to: Effect the acquisition of Wilderness Safaris Investment and Finance (Pty) Limited by Wilderness Holdings Limited; Enable Wilderness to simplify and rationalise its Group structure, allowing for greater flexibility to take advantage of future growth opportunities; Provide the public with an opportunity to participate in the future financial performance and success of the business; Provide access for Wilderness Holdings Limited to a source of equity capital as required to take advantage of future growth opportunities; Create a platform to facilitate the attraction and retention of top management and staff through creation of a listed share incentive scheme. [Currently the Company is investigating the implementation of a share incentive scheme (the scheme). The appropriate shareholder approval will be requested prior to the creation of the scheme]; Raise the Company profile and investor awareness; and Provide a liquid market for current and future shareholders.

CHANGES IN SHARE CAPITAL


Capitalisation of shareholder loans and a new issue of shares
On 1 September 2009 the Company issued 100 000 new shares for P46 057 578 to capitalise existing shareholder loans amounting to P57,6 million. The balance of the shareholder loans were repaid in cash from proceeds received from the listing subsequent to year end. Following the new issue of shares, issued share capital of the Company amounted to 400 000 shares.

Share split
A share split was completed on 28 October 2009 in terms of which each share in Wilderness Holdings Limited was split into 500 shares. After the completion of the share split the issued share capital of the Company amounted to 200 million shares.

Wilderness Holdings Limited Annual Report 2010

43

WILDERNESS HOLDINGS LIMITED

DIRECTORS REPORT CONTINUED


for the year ended 28 February 2010

DIRECTORS INTERESTS IN SHARES


The number of shares held by the directors in the issued share capital of the Company as at 28 February 2010 was as follows: Director Malcolm McCulloch Keith Vincent Direct Beneficial 10 063 593 9 884 701 Indirect Beneficial Direct Non-beneficial Indirect Non-beneficial Total 10 063 593 9 884 701 % *5,0 *5,0

*There have been no changes to directors interests since year end. 200 million shares were utilised to calculate the percentage share capital as at
28 February 2010. Subsequent to year end the number of shares in issue increased to 231 million shares.

The following directors hold shares in the Company in the amounts below, disclosed as at 8 April 2010. Director Derek de la Harpe John Gnodde Rolf Hartmann Russel Friedman John Hunt Roux Marnitz Malcolm McCulloch Andrew Payne Robert Polet Parks Tafa Marcus Ter Haar Gavin Tollman Michael Tollman David van Smeerdijk Keith Vincent Jochen Zeitz Direct Beneficial 9 982 434 11 000 10 063 593 10 063 593 8 050 113 9 884 701 2 310 000 Indirect Beneficial 46 431 000 Direct Non-beneficial Indirect Non-beneficial 46 431 000 48 335 000 Total 9 982 434 11 000 10 063 593 10 063 593 46 431 000 48 335 000 8 050 113 9 884 701 48 741 000 % 4,3 <0,1 4,4 4,4 20,1 20,9 3,5 4,3 21,1

DIRECTORS OPTIONS
As at year end and to date, no share scheme has been implemented and no awards have been allocated to directors.

44

Wilderness Holdings Limited Annual Report 2010

WILDERNESS HOLDINGS LIMITED

DIRECTORS REPORT CONTINUED


for the year ended 28 February 2010

DIRECTORS REMUNERATION
Paid by Wilderness Safaris (Pty) Limited, a subsidiary of Wilderness Safaris Investment and Finance (Pty) Limited (ZAR): 2010 Salaries Andrew Payne Russel Friedman David van Smeerdijk Malcolm McCulloch 2009 Andrew Payne Russel Friedman David van Smeerdijk Malcolm McCulloch Paid by Wilderness Holdings Limited (BWP): 2010 Salaries Keith Vincent Malcolm McCulloch 2009 Keith Vincent Malcolm McCulloch 1 342 000 480 000 805 493 2 147 493 480 000 1 344 929 Fees 480 000 Benefits and bonuses 112 077 Provident and medical aid Total BWP 1 457 006 480 000 1 586 281 1 392 066 1 378 174 1 104 058 995 070 915 595 708 480 172 978 217 863 147 817 2 863 317 2 604 999 2 441 586 708 480 1 580 187 1 376 780 1 367 977 Fees Benefits and bonuses 155 401 142 210 134 796 Provident and medical aid 179 072 233 149 158 014 Total ZAR 1 914 660 1 752 139 1 660 787

CHANGES TO THE BOARD OF DIRECTORS


Appointment of directors
There have been no changes to the board of directors under the year of review. Subsequent to year end, Derek de la Harpe, John Gnodde, Rolf Hartmann, Russel Friedman, John Hunt, Roux Marnitz, Andrew Payne, Robert Polet, Parks Tafa, Marcus Ter Haar, Gavin Tollman, Michael Tollman, David van Smeerdijk and Jochen Zeitz were appointed as directors of the Company with effect from 8 April 2010. Their appointments were conditional upon the listing of the Company.

Resignation of directors
Michael Ness then resigned as a director of the Company subsequent to year end and with effect from 8 April 2010. Michael resigned to allow for the re-composition of the board following its listing.

DIVIDENDS
No dividend has been declared for the year ended 28 February 2010, as the Group was only listed on 8 April 2010 and raised primary capital from investors on its Initial Public Offering (IPO). It is the directors intention to institute a dividend policy that will be reviewed from time to time in the light of prevailing business circumstances, investment decisions to be taken, working capital requirements and available cash, while maintaining an appropriate dividend cover at between two and three times net profit after tax.

GOING CONCERN
The annual financial statements set out in this report have been prepared in accordance with statements of International Financial Reporting Standards and in the manner required by the Botswana Companies Act of 2003, as amended. The board of directors confirms that they have every reason to believe that the Company and the Group have adequate resources in place to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going-concern basis in preparing the annual financial statements.

Wilderness Holdings Limited Annual Report 2010

45

WILDERNESS HOLDINGS LIMITED

DIRECTORS REPORT CONTINUED


for the year ended 28 February 2010

DETAILS OF SUBSIDIARIES
Details of the Groups interests in its subsidiaries are set out in note 5 and note 7 on page 77 and 90 respectively of the financial statements of Wilderness Holdings Limited and Wilderness Safaris Investment and Finance (Pty) Limited.

MATERIAL AND OTHER RESOLUTIONS


During the year under review the following resolutions of a significant nature were passed by the Company and its subsidiaries:

Special resolutions passed at a general meeting held on 28 October 2009


Authority to sub-divide 300 000 ordinary shares with a stated capital of P3 000 and issue an additional 100 000 shares to create 200 000 000 ordinary shares with a stated capital of P46 060 578 Adoption of Constitution Authority to change the Companys status from a private company to a public company Authority to change the Companys name to Wilderness Holdings Limited

Ordinary resolutions passed at a general meeting held on 28 October 2009


Authority to capitalise shareholders loans amounting to P46 058 000 Authority to acquire Wilderness Safaris Investment and Finance (Pty) Limited Authority to terminate existing shareholder agreements Authority to repurchase the rights to acquire convertible preference shares in the Company for an amount of P18 969 000. Authority to complete Botswana Stock Exchange requirements Application for listing

DONATIONS
The Company supports Children in the Wilderness and the Wilderness Safaris Wildlife Trust and donates 2% of its bed nights to these organisations on an annual basis. The costs to the Company of these donations are the marginal costs (food, cleaning materials) associated with hosting the children in the camps. These organisations seek to address the needs of existing wildlife populations, conserve threatened and endangered species and provide education and training for local children and their communities.

MATERIAL CONTRACTS
Share purchase agreement
The Company entered into a share purchase agreement to purchase the entire issued share capital of Wilderness Safaris Investment and Finance (Pty) Limited. The agreement was conditional on the successful listing of the Company on the BSE and as a secondary listing on the Africa Board of the JSE. The agreement became effective on 8 April 2010.

Convertible preference share rights agreement


On 25 November 2009 an agreement was ratified between New Wilderness Holdings Limited (NWH), an investment holding company registered in Mauritius, and Wilderness Holdings Limited, in terms of which Wilderness Holdings Limited purchased NWHs right to acquire the preference shares in the Company for an amount of P18 969 000. The purchase consideration was set off against a shareholder loan owing from NWH to Wilderness Holdings Limited. Subsequently, the remaining balance of the shareholder loan has been partly capitalised and the balance repaid from the proceeds originating from the listing.

Lock-in agreement
Wine Investments Limited, Capital Africa Limited, Winslow Financial Investments Limited and Margot Bell (the Parties) have agreed in writing to a lock-in effective from the listing date (8 April 2010) whereby the parties have agreed not to sell any of their shares for a period of six months after the listing date.

46

Wilderness Holdings Limited Annual Report 2010

WILDERNESS HOLDINGS LIMITED

DIRECTORS REPORT CONTINUED


for the year ended 28 February 2010

SUBSEQUENT EVENTS
The Company was listed on the Botswana Stock Exchange, with a secondary inward listing on the Africa Board of the JSE, on 8 April 2010. 31 million shares were issued to the public and the net cash proceeds resulting from subscriptions and after restructuring and listing costs was just under P7 million. Subsequent to the year end the Company disposed of the assets of Duba Plains camp in Botswana and proceeds amounting to USD4,5 million (P33 million) were received in May 2010. In terms of the sale agreement, the camp will continue to be marketed by the Group. In terms of IFRS 5 this business unit has been reported as a discontinuing operation and as non-current assets and liabilities held for sale in the annual financial statements. The Company has also announced that it has concluded an agreement to dispose of North Island in the Seychelles which is accounted for as an associate. The transaction is subject to a number of conditions precedent which remain subject to completion.

SHAREHOLDER SPREAD
A shareholder spread has not been prepared. During the period under review the Company was not a listed entity and all shareholding was categorised as non-public.

MAJOR SHAREHOLDERS
At the date of listing (8 April 2010) the major shareholders holding more than 5% of the issued share capital are as follows: Shareholder Wine Investments Limited Puma AG Rudolf Dassler Sport Capital Africa Limited Winslow Financial Investments Limited Number of shares 48 335 000 46 431 000 39 921 000 20 443 000 % 20,9 20,1 17,3 8,8

LISTINGS
The abbreviated name under which the Company is listed on the BSE and the JSE is Wilderness and the Companys Clearing House Code is WIL.

Wilderness Holdings Limited Annual Report 2010

47

WILDERNESS HOLDINGS LIMITED

GROUP STATEMENT OF COMPREHENSIVE INCOME


for the year ended 28 February Notes Continuing operations Revenue Cost of sales Gross profit Other income Operating costs Foreign exchange gains/(losses) Operating profit before depreciation and amortisation and goodwill impairment (EBITDA) Depreciation and amortisation Operating profit before goodwill impairment Goodwill impairment Operating profit Interest received Financing costs Unrealised foreign exchange gain/(loss) on loans Share of equity-accounted investment earnings/(losses) Profit before taxation Taxation Profit/(loss) for the year from continuing operations Profit for the year from discontinuing operations Profit/(loss) for the year Other comprehensive (loss)/income: (Loss)/gain on revaluation of property, plant and equipment Income tax relating to revaluation of property, plant and equipment Total comprehensive income for the year Profit/(loss) for the year from continuing and discontinuing operations attributable to: Owners of the Company Non-controlling interest 1 2010 BWP000 301 477 (86 859) 214 618 7 250 (160 642) 6 937 68 163 (29 435) 38 728 (3 239) 35 489 1 827 (6 114) 24 124 1 252 56 578 (26 030) 30 548 2 266 32 814 (16 721) (24 663) 7 942 16 093 2009 BWP000 329 240 (113 843) 215 397 3 126 (135 959) (7 068) 75 496 (31 660) 43 836 (200) 43 636 3 377 (9 811) (31 724) (1 441) 4 037 (11 587) (7 550) 3 313 (4 237) 6 190 12 050 (5 860) 1 953

2 9 2 3 10 4 5

34 168 (1 354) 32 814

(1 917) (2 320) (4 237)

Total comprehensive income/(loss) from continuing and discontinuing operations for the year attributable to: Owners of the Company Non-controlling interest

17 447 (1 354) 16 093

4 273 (2 320) 1 953 300 66 533 (51)

Number of shares issued (thousands) Issued Weighted average Headline profit/(loss) Earnings/(loss) per share (thebe) Headline Basic 6

200 000 66 533 32 671

48,85 51,09

(0,08) (2,87)

48

Wilderness Holdings Limited Annual Report 2010

WILDERNESS HOLDINGS LIMITED

GROUP STATEMENT OF FINANCIAL POSITION


as at 28 February Notes ASSETS Non-current assets Property, plant and equipment Investment property Goodwill Investment and loans in associates Loans to related parties Deferred tax assets Current assets Inventories Trade receivables Other receivables and prepayments Derivative asset Tax receivable Cash and cash equivalents Assets of disposal group classified as held for sale Total assets EQUITY AND LIABILITIES Equity attributable to owners of the Company Stated capital Revaluation reserves Foreign currency translation reserve Common control reserve Other non-distributable reserves Retained income Shareholders loans Non-controlling interest Total equity Non-current liabilities Long-term liabilities Deferred tax liabilities Current liabilities Trade and other payables Tax liability Bank overdrafts Liabilities of disposal group classified as held for sale Total equity and liabilities 18 19 5 17 12 15 13 14 8 8 9 10 11 12 2010 BWP000 285 824 211 677 3 141 30 632 37 885 166 2 323 119 606 10 286 40 373 33 975 2 351 3 531 29 090 1 197 406 627 151 152 46 061 860 (3 316) 25 930 21 668 59 949 (4 227) 146 925 126 204 112 081 14 123 133 492 105 777 1 540 26 175 6 406 627 2009 BWP000 355 252 234 748 32 271 42 604 34 985 10 644 80 522 10 195 33 227 12 291 1 457 23 352 435 774 154 383 3 17 581 12 379 25 930 10 388 32 667 55 435 2 060 156 443 158 192 147 302 10 890 121 139 100 120 4 814 16 205 435 774

16

Wilderness Holdings Limited Annual Report 2010

49

WILDERNESS HOLDINGS LIMITED

GROUP STATEMENT OF CHANGES IN EQUITY


for the year ended 28 February Foreign currency translation reserve BWP000 9 167 Other nondistributable reserves BWP000 6 372

Stated capital BWP000 Balance at 1 March 2008 Exchange difference arising on conversion of foreign subsidiaries Minority interest in business combinations Total comprehensive income for the year Distributions on equity loans Minority portion of dividend paid Transfer from distributable reserves to re-insurance reserve Other Balance at 28 February 2009 3

Revaluation reserve BWP000 11 391

Common control reserve BWP000 25 930

Retained income BWP000 40 753

ShareNonholders controlling loans interest BWP000 BWP000 50 057 6 959

Total equity BWP000 150 632

3 212

2 074 (491)

5 286 (491) 1 953 (2 088) (2 088) 1 151 55 435 2 060 156 443 (8 661) (2 093) (2 840) (2 640) 2 640 (46 058) (1 354) (2 093) (2 840) 16 093 (12 017) (12 017) (4 227) 146 925

6 190

(1 917) (5 378) 5 378

(2 320)

1 942 3 17 581 12 379 (15 695) 25 930 10 388 7 034

(1 942) 1 151 32 667

Exchange difference arising on conversion of foreign subsidiaries Minority interest in business combinations Minority portion of dividend paid Distributions on equity loans Recapitalisation of loans 46 058 Total comprehensive income for the year Transfer from distributable reserves to re-insurance reserve Reclassification to shortterm payable Balance at 28 February 2010 46 061

(16 721) 4 246

34 168 (4 246)

860

(3 316)

25 930

21 668

59 949

50

Wilderness Holdings Limited Annual Report 2010

WILDERNESS HOLDINGS LIMITED

GROUP STATEMENT OF CASH FLOWS


for the year ended 28 February Notes Cash flow from operating activities Cash generated from operations Interest received Financing costs Taxation paid Net cash inflow from operating activities Cash flow from investing activities Acquisition of subsidiary company Additional investment in subsidiaries Additions to property, plant and equipment maintain operations Available-for-sale investments proceeds Proceeds on disposal of property, plant and equipment Investment in associates Movement in long-term loans receivable Net cash outflow from investing activities Cash flow from financing activities Decrease in related party loans Minorities share of dividends Repayment of long-term liabilities Increases in long-term liabilities Net cash (outflow)/inflow from financing activities Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash relating to assets held for sale Cash and cash equivalents at end of year 29 27 28 25 2010 BWP000 69 288 1 827 (6 114) (20 051) 44 950 (1 600) (23 654) 976 1 454 (22 824) (2 840) (28 992) 5 472 (26 360) (4 234) 7 147 2 2 915 2009 BWP000 45 620 3 377 (9 811) (12 271) 26 915 (200) (71 030) 7 308 7 538 (1 350) (57 734) (47 328) (2 088) 101 705 52 289 21 470 (16 945) 2 622 7 147

26

Wilderness Holdings Limited Annual Report 2010

51

WILDERNESS HOLDINGS LIMITED

NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS


for the year ended 28 February 2010 BWP000 1. REVENUE Sale of goods Services rendered 3 200 298 277 301 477 2. OPERATING PROFIT Operating profit is arrived at after taking into account the following items: Auditors remuneration Audit fees Other services and expenses 2009 BWP000 3 821 325 419 329 240

2 359 84 2 443

2 060 63 2 123 9 502 4 124 18 518 32 144 (484) 31 660 (7 068) (7 068) 1 250 493 118 2 371 154 3 136 7 065 1 727 264 81 969 2 147 480 2 627

Depreciation Vehicles, furniture, fittings and equipment Aircraft Leasehold land and property Investment property Disclosed in discontinued operations Total depreciation and other amortisation Foreign exchange gains/(losses) Realised Unrealised Net foreign exchange gains/(losses) Legal and professional fees Operating lease rentals Premises Office equipment Aircraft and vehicles Other

10 429 4 791 14 140 450 29 810 (375) 29 435 200 6 737 6 937 632 676 120 23 127 946

Resource royalty Net loss on disposal of property, plant and equipment Gain on embedded derivative financial asset Revaluation of aircraft below original cost Staff costs Reversal of impairment relating to consolidation of Zimbabwe operations Preference share option buyback Directors emoluments Executive directors Non-executive directors fees

5 628 116 2 351 3 487 106 185 (8 015) 18 969 1 457 480 1 937

Full details on directors emoluments are provided on page 45.

52

Wilderness Holdings Limited Annual Report 2010

WILDERNESS HOLDINGS LIMITED

NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS CONTINUED


for the year ended 28 February 2010 BWP000 3. FINANCING COSTS Interest paid Finance leases Bank overdraft and trade finance Discounting of loans 2009 BWP000

5 182 1 109 (177) 6 114

2 193 8 079 (461) 9 811

4.

TAXATION 4.1 Taxation charge Current taxation Company taxation Additional company taxation Under provision prior year Deferred taxation current year (note 12) Withholding tax on dividends paid Other tax charges Total taxation charge 4.2 Reconciliation of taxation rate to profit before taxation Company normal tax rate Additional company tax Income not taxable Under provision prior year Held for sale assets Other tax charges Foreign taxation and other rate differential Tax losses not recognised as assets Withholding tax on dividends paid Effective taxation rate 4.3 Reconciliation of additional company tax (ACT) ACT balance at beginning of the year Over provision prior year ACT arising during the year ACT utilised ACT carried forward Certain subsidiaries had tax losses at the end of the financial year that are available to reduce the future taxable income of the Group estimated to be Estimated future tax relief at an estimated tax rate of 28% (2009: 23%) inclusive of the tax benefit already accounted for in the deferred tax asset of P10,0 million (2009: P18,7 million) as set out in note 12

7 807 4 994 856 13 657 12 843 (1 256) 786 26 030 % 15,0 10,0 (1,4) 1,5 2,2 (0,1) 21,0 (2,2) 46,0 BWP000 10 365 (1 196) 4 994 (4 364) 9 799

9 674 6 298 911 16 883 (6 970) (319) 1 993 11 587 % 15,0 10,0 (44,1) 12,4 129,4 (18,3) (59,8) 272,9 (30,5) 287,0 BWP000 10 530 6 298 (6 463) 10 365

110 948

95 475

31 171

22 399

Wilderness Holdings Limited Annual Report 2010

53

WILDERNESS HOLDINGS LIMITED

NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS CONTINUED


for the year ended 28 February 5. DISCONTINUING OPERATIONS Duba Camp, a division of Okavango Wilderness Safaris (Pty) Limited, is accounted for as a non-current asset held for sale and a discontinued operation as the entity is in the process of being disposed to a third party. Accordingly, the prior year amounts have been reclassified. This was disclosed previously in the Camps, lodge and safari explorations segment. 2010 BWP000 Revenue Cost of sales Gross margin Operating costs Operating profit before depreciation, amortisation and goodwill impairment (EBITDA) Depreciation and amortisation Profit before taxation Taxation Profit after taxation No cash flow effects have been disclosed as the amounts are immaterial. The net assets/(liabilities) at date of disposal were as follows: Property, plant and equipment Inventories Net cash balances Accounts payable 7 217 (1 123) 6 094 (3 453) 2 641 (375) 2 266 2 266 2009 BWP000 8 655 (1 254) 7 401 (3 604) 3 797 (484) 3 313 3 313

685 510 2 (6) 1 191

6.

HEADLINE PROFIT/(LOSS) Reconciliation of attributable profit/(loss) to headline earnings/(loss): Equity holders of the Company per the statement of comprehensive income Headline earnings adjustments: Goodwill impairment Reversal of impairment relating to consolidation of Zimbabwe operations Revaluation of aircraft below original cost Net loss on disposal of property, plant and equipment Tax effect Minorities interest Headline profit/(loss)

34 168 (1 497) 3 239 (8 015) 3 487 116 (1 173) (324) 32 671

(1 917) 1 866 200 264 1 727 2 191 (325) (51)

7.

INTEREST IN PROFITS AND LOSSES OF SUBSIDIARIES Interest in the aggregate amount of profits and losses of subsidiaries after taxation Profits continuing operations discontinuing operations Losses continuing operations discontinuing operations

69 986 2 266 (29 696)

78 002 3 313 (44 470)

54

Wilderness Holdings Limited Annual Report 2010

WILDERNESS HOLDINGS LIMITED

NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS CONTINUED


for the year ended 28 February 2010 Accumulated Cost depreciation BWP000 BWP000 8. PROPERTY, PLANT AND EQUIPMENT AND INVESTMENT PROPERTY Vehicles, furniture, fittings and equipment Aircraft Leasehold land and property Work in progress Investment property Net book value BWP000 2009 Accumulated Cost depreciation BWP000 BWP000 Net book value BWP000

86 015 93 739 132 396 1 387 313 537 3 141 316 678

37 587 1 187 63 086 101 860 101 860

48 428 92 552 69 310 1 387 211 677 3 141 214 818

79 585 121 059 114 536 5 922 321 102 321 102

31 030 1 689 53 635 86 354 86 354

48 555 119 370 60 901 5 922 234 748 234 748

Included in property, plant and equipment are assets held under finance lease agreements with a book value of P86,4 million (2009: P98,6 million) which are encumbered as security for liabilities under finance lease agreements as stated in note 17. A register of land and buildings is maintained at the Companys registered office and may be inspected by members of the public or their duly authorised agents. Vehicles, furniture, fittings and equipment BWP000 Movement of property, plant and equipment 2010 Net book value at beginning of year Subsidiaries acquired Additions Revaluation Zimbabwe impairment reversal Transfers/reclassification Translation differences Asset held for sale reclassification Disposals Depreciation Net book value at end of year Movement of property, plant and equipment 2009 Net book value at beginning of year Additions Revaluation Transfers/reclassification Translation differences Disposals Depreciation Net book value at end of year Leasehold land and Investment property property BWP000 BWP000

Aircraft BWP000

Work in progress BWP000

Total BWP000

48 555 3 048 7 477 2 393 (1 190) 60 283 (334) (1 092) (10 429) 48 428

119 370 3 595 (28 150) 2 753 (225) 97 343 (4 791) 92 552

60 901 18 916 4 594 (309) (301) 83 801 (351) (14 140) 69 310

3 591 3 591 (450) 3 141

5 922 1 143 (5 675) (3) 1 387 1 387

234 748 3 048 23 654 (28 150) 14 824 (1 719) 246 405 (685) (1 092) (29 810) 214 818

37 002 25 163 33 (1 988) 60 210 (2 153) (9 502) 48 555

96 787 16 934 12 314 (1 295) 124 740 (1 246) (4 124) 119 370

52 649 12 123 26 879 (6 366) 85 285 (5 866) (18 518) 60 901

16 024 16 810 (26 912) 5 922 5 922

202 462 71 030 12 314 (9 649) 276 157 (9 265) (32 144) 234 748

Wilderness Holdings Limited Annual Report 2010

55

WILDERNESS HOLDINGS LIMITED

NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS CONTINUED


for the year ended 28 February 2010 BWP000 9. GOODWILL Net book value At beginning of year Arising on acquisition of subsidiaries Disposal of a subsidiary Other Impairment Balance at end of year Goodwill at cost Accumulated impairment Per cash-generating unit: Linyanti Investments (Pty) Limited Sefofane (Pty) Limited Great Explorations (Pty) Limited Micheletti Bates (Pty) Limited Northern Air Maintenance (Pty) Limited African Experience Limited Luamfwa Lodge Limited Kasane Fish Farms (Pty) Limited t/a Chobezi 33 871 32 271 1 600 (3 239) 30 632 39 966 (9 334) 30 632 10 189 1 356 10 152 1 399 731 776 4 429 1 600 2009 BWP000 32 471 33 398 200 (354) (773) (200) 32 271 38 366 (6 095) 32 271 10 189 1 356 10 152 1 399 731 3 784 4 660

An annual impairment test is performed to assess whether goodwill has been impaired. Goodwill has been allocated for impairment testing purposes to individual cash-generating units. The recoverable amount of every cash-generating unit has been determined based on a value in use calculation. That calculation uses cash flow projections based on financial budgets approved by management covering a five year period, and a discount rate which fluctuates depending on circumstances. Cash flows beyond that five year period have been extrapolated using a steady 2% growth rate. This growth rate does not exceed the long-term average growth rate for the market in which they operate. Management believes that any reasonable possible change in the key assumptions on which the cash-generating units recoverable amount is based would not cause their carrying amounts to exceed its recoverable amount.

56

Wilderness Holdings Limited Annual Report 2010

WILDERNESS HOLDINGS LIMITED

NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS CONTINUED


for the year ended 28 February 2010 BWP000 10. INVESTMENT AND LOANS IN ASSOCIATES 20% investment in Norisco Holdings SA 26% investment in Baobab Safari Lodge (Pty) Limited Attributable share of post acquisition profits Translation movement Unsecured loan to Norisco Holdings SA Ngamiland Adventure Safaris (Pty) Limited Unsecured loan from Baobab Safari Lodge (Pty) Limited Total investment in associates The Groups share of the results of its principal associates, which are unlisted, and their share of the assets and liabilities are as follows: Current assets Current liabilities Non-current assets Non-current liabilities Revenue Profit/(loss) 11 192 1 971 57 494 63 284 10 627 1 252 8 718 1 523 57 411 1 529 17 560 (1 441) 6 917 3 556 10 473 1 504 874 12 851 24 252 1 923 (1 141) 37 885 2009 BWP000 6 917 3 556 10 473 252 7 841 18 566 22 115 1 923 42 604

The loan to Norisco Holdings SA is denominated in US Dollars, is unsecured, interest free and has no fixed repayment terms. All other loans are BWP denominated, unsecured and interest free. The loan that the Group provided to Ngamiland Adventure Safaris (Pty) Limited provided the Group with the option to acquire 20% of the equity of the company; the fair value of which was determined to be insignificant at the end of each year presented. None of the loans to associates are either past due or considered impaired. The entities have not been independently rated for creditworthiness but the Group has assessed their creditworthiness internally based on an analysis of operations, major assets held, etc. and believes that the associates are of sufficient substance and standing to support the advances made. 2010 BWP000 11. LOANS TO RELATED PARTIES Norisco Holdings SA shareholders New Wilderness Holdings Limited 166 166 2009 BWP000 176 34 809 34 985

The amount due to a shareholder, New Wilderness Holdings Limited, is denominated in Pula, is unsecured, bears interest based on the Bank of Botswana Certificate rate, which is an effective rate of 11,9% (2009: 11,9%) and has no fixed repayment terms. The loan to Norisco Holdings SA shareholders is unsecured, denominated in Botswana Pula, interest free and has no fixed repayment terms. The amounts owing has been set off against amounts owing to New Wilderness Holdings Limited. The carrying value of loans to related parties approximates their fair value. None of these loans are either past due or considered impaired. The entities have not been independently rated for creditworthiness but the Group has assessed their creditworthiness internally based on an analysis of operations, major assets held, etc. and believes that the entities are of sufficient substance and standing to support the advances made.

Wilderness Holdings Limited Annual Report 2010

57

WILDERNESS HOLDINGS LIMITED

NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS CONTINUED


for the year ended 28 February 2010 BWP000 12. DEFERRED TAX ASSETS/(LIABILITIES) Balance at beginning of year Other movements Foreign exchange Revaluation reserve Amount recorded in the statement of comprehensive income (note 4) Balance at end of year Deferred tax asset Deferred tax liability (246) (7 450) 797 7 942 (12 843) (11 800) 2 323 (14 123) (11 800) Temporary differences comprise: Losses Capital allowances Foreign exchange Revaluation reserve Derivative asset Other temporary differences 9 995 (21 838) 141 (417) (588) 907 (11 800) 13. INVENTORIES Goods for resale Consumables Fuel 2 149 6 969 1 168 10 286 Value of inventory in cost of sales 14. TRADE RECEIVABLES Trade receivables related parties (note 24) third parties Receivables allowance 21 046 32 249 8 986 (862) 40 373 2009 BWP000 (970) 1 868 (2 254) (5 860) 6 970 (246) 10 644 (10 890) (246) 18 698 (15 049) 2 281 (5 860) (316) (246) 2 080 7 125 990 10 195 25 037 25 461 9 708 (1 942) 33 227

There were no significant long outstanding third party trade receivables which required specific impairment at year end. Third party trade receivables are limited to amounts receivable from reputable agents and touring wholesalers with whom the Group has established long-term relationships and no significant credit exposure is anticipated from these. The carrying value of receivables balances approximates the fair value. Trade receivables are assessed and provided for based on estimated irrecoverable amounts, determined by reference to past default experience. Before accepting any new customer, use is made of local external credit agencies, where necessary, to assess the potential customers credit quality and define credit limits by customer. Limits attributed to customers are reviewed regularly.

58

Wilderness Holdings Limited Annual Report 2010

WILDERNESS HOLDINGS LIMITED

NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS CONTINUED


for the year ended 28 February 14. TRADE RECEIVABLES (continued) Analysis of the age of trade receivables past due but not impaired or provided for: Africa and Asia Pacific BWP000 809 177 1 763 281 3 030 964

USA BWP000 2010 1 month past due 2 months past due 3 months past due 4 months and greater past due 97 97 2009 1 month past due Reconciliation of the receivables allowance account: 2010 Opening balance Impairment losses recognised on receivables Net bad debt write offs

UK and Europe BWP000 19 19

Total BWP000 809 177 1 763 397 3 146 964

(281) 281

(80) 80 (100) 20 (80)

(1 581) (458) 1 177 (862) (770) (871) 52 8 (1 581)

(1 942) (458) 1 538 (862) (770) (1 323) 52 99 (1 942)

2009 Opening balance Impairment losses recognised on receivables Net bad debt write offs Exchange differences

(352) 71 (281)

The Group does not hold any collateral as security. The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable above. The carrying value of trade receivables approximates fair value. 2010 BWP000 15. STATED CAPITAL Issued and fully paid 200 000 000 (2009: 300 000) ordinary shares of no par value On 1 September 2009 the following shares were issued: 2009 BWP000

46 061 Number of shares

3 Price per share

100 000 0,46058 On 28 October 2009, the Company effected a 500 for 1 share split, which created a further 199 600 000 shares. Under and in terms of section 50 of the Act and subject to its Constitution, the board may issue shares at any time, to any person, and in any number it considers appropriate, subject to the prior written consent of the shareholders by a special resolution at a general meeting.

Wilderness Holdings Limited Annual Report 2010

59

WILDERNESS HOLDINGS LIMITED

NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS CONTINUED


for the year ended 28 February 2010 BWP000 16. SHAREHOLDERS LOANS Opening balance Interest accrued Conversion of loan to equity shares Transfer to trade and other payables 55 435 2 640 (46 058) (12 017) The shareholders loans which were classified as part of equity in the prior year, are denominated in Pula, are unsecured, bear interest based on the Bank of Botswana Certificate rate and had no fixed repayment terms. The loans and interest are repayable at the discretion of the Companys directors and were therefore classified as equity as there was no obligation on the Company to redeem these loans or the interest. In the current year, the directors decided to repay the remaining portion of the loans that were not capitalised and accordingly these have been disclosed as a current liability. 17. LONG-TERM LIABILITIES Liabilities under capitalised finance leases Minimum lease payments Future finance charges Industrial Development Corporation of South Africa Limited Other Less: Current portion included in accounts payable (note 18) Long-term portion Repayable within 2 years Repayable within 3 years Repayable within 4 years Repayable within 5 years Repayable after 5 years 38 815 40 540 (1 725) 96 650 1 792 137 257 (25 176) 112 081 29 956 24 980 32 235 23 434 1 476 112 081 58 141 61 677 (3 536) 120 440 3 437 182 018 (34 716) 147 302 38 344 32 711 28 026 21 158 27 063 147 302 2009 BWP000 50 057 5 378 55 435

Finance lease liabilities consist of: Stanbic USD denominated facility of USD12,1 million (2010: USD4,9 million drawn down, 2009: USD5,8 million) bearing interest at 3-month USD LIBOR +1,6%, repayable in equal monthly instalments of P1,0 million (2009: P1,1 million). The final instalment is payable in September 2013. These lease facilities are secured by the following: Deed of hypothecation for USD11,4 million over the ten aircraft with registration numbers ZSSUN, A2BUF, A2ZEB, A2EGL, A2GNU, 9JTAU, V5RNO, V5ECO, A2JKL, A2KDU; Insurance over all the aircraft with the banks interest being noted on the policy as first loss payee; and These aircraft have a net book value of P73,1 million (2009: P84,5 million). First National Bank of Botswana Limited, amounting to P6,9 million (2009: P11,8 million), bearing interest at 3-month USD LIBOR +2%, repayable in equal monthly instalments of P0,3 million (2009: P0,4 million). The final instalment is payable in May 2012.

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NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS CONTINUED


for the year ended 28 February 17. LONG-TERM LIABILITIES (continued) These lease facilities are secured by the following: Deed of hypothecation over the seven aircraft with registration numbers ZSELE, A2BOK, A2JET, A2AIV, A2ANT, A2OWL, A2CUB; Insurance over all the aircraft with the banks interest being noted on the policy as first loss payee; and These aircraft have a net book value of P13,3 million (2009: P14,1 million). The Company is party to a financial credit agreement with The Industrial Development Corporation of South Africa Limited (IDC). The agreement provides for a USD28,5 million facility to the Company for the expansion, upgrade and refurbishment of tourism infrastructure in Botswana, Zambia, Tanzania and Seychelles. The facility has a final drawdown date of 25 October 2012 and attracts interest at 2% above 6-month USD LIBOR and is repayable over a nine year period. The first drawdown occurred on 6 March 2008. Guarantors to the loan include Sefofane (Pty) Limited, Okavango Wilderness Safaris (Pty) Limited, Wilderness Tours Limited and Wilderness Safaris Limited. The Botswana guarantors entered into a deed of hypothecation/ mortgage over unencumbered moveable and immoveable assets and each guarantor pledged its shares and cession of loan accounts in each of their subsidiaries, where applicable. As at 28 February 2010, USD13,8 million (2009: USD17,4 million) of the facility had been drawn down and repayments of USD3,2 million (2009: USD1,2 million) were made. In July 2009, a facility with Stanbic Bank Zambia Limited expired, which was as follows: Term loan for USD394 773 repayable over three years, at USD base rate + 2% (effective rate of 13%); and Lease facility for USD146 571. The above facilities were secured by: First mortgage for USD140 000 over property sub division 6 of sub division B of farm 28(a); Debenture over Zambian property, plant and equipment for USD400 000; Letter of support from Wilderness Holdings Limited; and Subordination agreement of shareholders loans of ZMK14 billion. 2010 BWP000 18. TRADE AND OTHER PAYABLES Trade payables third parties related parties (note 24) Royalties payable Accrued expenses and other payables Shareholders loans (note 16) Current portion of long-term liabilities (note 17) 5 494 12 069 5 241 45 780 12 017 25 176 105 777 The carrying value of liabilities approximates their fair value. Trade accounts payable will be settled in normal trade operations. 19. BANK OVERDRAFTS First National Bank of Botswana Limited The overdraft is secured by: Mortgage bonds totalling P11 600 000 over Tribal Lot 91 Maun Cession of book debts Letter of suretyship by Sefofane (Pty) Limited supported by deed of hypothecation over four additional unencumbered Cessna aircraft being A2AIV, A2ANT, A2OWL, A2CUB. 26 175 16 205 2009 BWP000 6 219 18 591 5 912 34 682 34 716 100 120

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61

WILDERNESS HOLDINGS LIMITED

NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS CONTINUED


for the year ended 28 February 2010 BWP000 20. CAPITAL COMMITMENTS Authorised by directors and contracted for Authorised by directors but not yet contracted for Total capital commitments This expenditure will be incurred in the ensuing year and will be financed from existing cash resources and available borrowing facilities. 21. OPERATING LEASE COMMITMENTS Due within one year: Property Computer equipment Total operating lease commitments due within one year Due between two and five years: Property Due after five years: Property Total non-cancellable operating lease commitments 343 7 381 7 724 2009 BWP000 100 3 000 3 100

9 336 84 9 420 15 271 41 578 66 269

4 540 4 540 14 255 3 242 22 037

22. CONTINGENT LIABILITIES, GUARANTEES AND LITIGATION The Group has certain contingent liabilities resulting from litigation and claims, generally involving commercial and employment matters, which are incidental to the ordinary conduct of its business. Management believes, after taking legal advice where appropriate on the probable outcome of these contingencies, that none of these contingencies will materially affect the financial position or the results of operations of the Group. Sureties provided are those noted in note 17. Limited letters of comfort and support have been issued by Okavango Wilderness Safaris (Pty) Limited and Sefofane (Pty) Limited to the following entities: Delta Solutions (Pty) Limited Safari Adventure Company (Pty) Limited Micheletti Bates (Pty) Limited Sefofane Flight Training Centre (Pty) Limited Game Management Consultants (Pty) Limited. 23. FINANCIAL INSTRUMENTS Financial risk management The Groups activities expose it to a variety of financial risks: market risk (including currency risk, fair value and cash flow interest rate risk and price risk), credit risk and liquidity. The Groups overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Groups financial performance. Risk management is carried out by a central treasury department under policies approved by the board of directors. The Group identifies, evaluates and hedges financial risks in close co-operation with the Groups operating units. The board provides principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk and interest rate risk. Financial instruments Financial instruments carried on the statement of financial position include cash and bank balances, investments, loans, receivables, trade creditors and borrowings. The particular recognition methods adopted are disclosed in the individual policy statements associated with each item.

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Wilderness Holdings Limited Annual Report 2010

WILDERNESS HOLDINGS LIMITED

NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS CONTINUED


for the year ended 28 February 23. FINANCIAL INSTRUMENTS (continued) Financial instruments (continued)

Credit risk
The financial assets of the Group which are subject to credit risk consist mainly of cash resources, loans and debtors. The cash resources are placed with reputable financial institutions. The Group continuously monitors defaults of customers and other counterparties, identified either individually or by group, and incorporates this information into its credit risk controls. The Groups policy is to deal only with creditworthy counterparties. The majority of the Groups receivables are comprised of related parties. The Groups management considers that all the above financial assets that are not impaired for each of the reporting dates under review are good credit quality, including those that are past due. None of the Groups financial assets are secured by collateral or other credit enhancements. Credit quality of counterparties are determined based on independent external credit ratings where these are available. Where no independent external credit ratings are available, management makes an internal assessment of credit quality based on factors such as analyses of the counterparties operations, major assets held, as well as past history of the Groups business transactions with the counterparties. In respect of trade and other receivables, the Group is not exposed to any significant credit risk or concentration of credit risk exposure. The credit risk for liquid funds and other short-term financial assets is considered negligible, since the counterparties are reputable banks with high quality external credit ratings.

Market risk
Foreign currency exchange risk The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US Dollar. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations. Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities are denominated in a currency that is not the entitys functional currency. The Group has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk. Currency exposure arising from the net assets of the Groups foreign operations is managed primarily through borrowings denominated in the relevant foreign currencies. The following table illustrates the sensitivity of the net result for the year and equity in regard to the Groups financial assets and liabilities and the US Dollar/Pula exchange rate. It assumes a 5% change of the US Dollar/Pula exchange rate for the year ended at 28 February 2010 (2009: 5%). These percentages have been determined based on the average market volatility in exchange rates in the previous twelve months. The sensitivity analysis is based on the Companys foreign currency financial instruments held at each balance sheet date. If the Pula had strengthened against the US Dollar by 5% (2009: 5%), then this would have had the following impact: 2010 BWP000 Gain Net effect on after tax profits Equity 9 421 9 421 2009 BWP000 Gain 16 826 16 826

An equal and opposite impact would occur in a 5% weakening of the Pula against the US Dollar.

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63

WILDERNESS HOLDINGS LIMITED

NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS CONTINUED


for the year ended 28 February 23. FINANCIAL INSTRUMENTS (continued) Financial instruments (continued) Cash flow and fair value interest rate risk The Groups income and operating cash flows are substantially independent of changes in market interest rates. The Groups interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. Fluctuations in interest rate impact on the value of short-term cash investment and financing activities, giving rise to interest rate risk. The cash is managed to ensure surplus funds are invested in a manner to achieve maximum returns while minimising risks. A 0,5% variation in interest rates on net interest bearing borrowings would have resulted in an increase in finance costs of P476 262 (2009: P627 548) for the Group and an increase in finance costs of P483 251 (2009: P695 177) for the Company.

Market risk
Price risk The Group does not have any exposure to security price risk.

Liquidity risk analysis


Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. Due to the dynamic nature of the underlying businesses, the Group aims to maintain flexibility in funding by keeping committed credit lines available. The Group manages its liquidity needs by carefully monitoring scheduled debt servicing payments for long-term financial liabilities, cash outflows due in day-to-day business and by ensuring that adequate unutilised borrowing facilities are maintained. As at 28 February 2010, the Groups liabilities have contractual maturities which are summarised below: All current liabilities are due within the next 12 months Long -term borrowings due as follows: Group 2010 BWP000 1-2 years 2-5 years After 5 years Total Categories of financial instruments Loans and receivables BWP000 2010 Financial assets Trade and other receivables Cash and cash equivalents Fair value BWP000 29 956 80 649 1 476 112 081 2009 BWP000 43 980 90 252 13 070 147 302 Company 2010 2009 BWP000 BWP000 42 185 71 303 113 488 19 317 86 358 27 063 132 738

18 449 18 266 36 715

18 449 18 266 36 715

2009 Financial assets Trade and other receivables Cash and other equivalents

19 527 26 787 46 314

19 527 26 787 46 314

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Wilderness Holdings Limited Annual Report 2010

WILDERNESS HOLDINGS LIMITED

NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS CONTINUED


for the year ended 28 February 23. FINANCIAL INSTRUMENTS (continued) Financial instruments (continued) Categories of financial instruments (continued) Liabilities at amortised cost BWP000 2010 Financial liabilities Interest bearing borrowings Trade and other payables Other current financial liabilities Fair value BWP000

117 361 24 565 69 469 211 395

117 361 24 565 69 469 211 395

2009 Financial liabilities Interest bearing borrowings Trade and other payables Other current financial liabilities

122 885 32 915 39 037 194 837

122 885 32 915 39 037 194 837

Capital risk management


The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital structure consists of debt, which includes the borrowings disclosed in note 17, cash and cash equivalents and equity attributable to equity holders of the parent, comprising share capital, reserves and retained earnings as disclosed in the statement of changes in equity. The Groups policy remains unchanged from the prior year. Management continually monitor the level of debt and equity and considers the entity to be adequately funded.

Embedded derivative
An embedded derivative was recorded in the accounting records which arose as a result of the initial public offering which allowed prospective investors to purchase shares on either the Botswana Stock Exchange or the JSE Limited at a fixed, predetermined price. The fluctuation in the foreign exchange (strengthening of Rand against the Pula) from the date when the offer price was determined and at year end resulted in a derivative gain of P2,4 million. The value of the embedded derivative is dependent upon the Pula/Rand exchange rate and the value fluctuates accordingly. The embedded derivative will be realised upon the listing of Wilderness Holdings Limited. 2010 BWP000 24. RELATED PARTY TRANSACTIONS Sales and purchases between Group companies are concluded at arms length in the ordinary course of business. For the year ended 28 February 2010, the intergroup sales of goods and provision of services amounted to P43,4 million (2009: P32,2 million). On 28 October 2009, the Company repurchased a preferential right to shares at a cost of BWP19 million from various shareholder directors. (Refer Directors report for more details.) Sales Key management personnel compensation: Short-term employee benefits Included in trade receivables Associates Common controlled entities 200 550 7 385 10 711 21 538 32 249 Included in accounts payable Associates Common controlled entities 204 11 865 12 069 215 887 4 517 7 967 17 494 25 461 18 591 18 591 2009 BWP000

Wilderness Holdings Limited Annual Report 2010

65

WILDERNESS HOLDINGS LIMITED

NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS CONTINUED


for the year ended 28 February 2010 BWP000 25. CASH GENERATED FROM OPERATIONS Profit before taxation Adjustments for: Unrealised foreign exchange gain Other non-cash items Share of equity-accounted investment (earnings)/losses Depreciation and amortisation Loss on disposal of property, plant and equipment Interest received Financing costs Unrealised foreign exchange (gains)/losses on loans Profit from discontinuing operations Reversal of impairment relating to consolidation of Zimbabwe Derivative gain Goodwill impairment Operating profit before working capital changes Working capital changes: Increase in inventories (Increase)/decrease in accounts receivable Increase/(decrease) in accounts payable 56 578 (6 737) 18 969 (1 252) 29 810 116 (1 827) 6 114 (24 124) 2 266 (8 015) (2 351) 3 239 72 786 (73) (31 132) 27 707 69 288 26. TAXATION PAID Amounts (receivable)/unpaid at beginning of year Amounts charged to profit or loss excluding deferred tax Other movements and translation differences Amount (receivable)/unpaid at end of year (3 357) (13 657) (1 046) (1 991) (20 051) 27. ACQUISITION OF SUBSIDIARY COMPANIES Cost of investment in acquired subsidiary companies With effect from 1 March 2009, Paddle Safaris (Pty) Limited acquired a 75% shareholding in Kasane Fish Farms (Pty) Limited t/a Chobezi. The fair value of assets acquired and the liabilities assumed on the acquisition of subsidiary companies, net of cash acquired, is as follows: Property, plant and equipment Goodwill arising on acquisitions Accounts receivable Inventories Accounts payable Long-term liabilities Current portion of long-term liabilities Cash paid 2009 BWP000 4 037 (5 378) 1 441 32 144 1 727 (3 377) 9 811 31 724 3 313 200 75 642 (1 571) 37 903 (66 354) 45 620 734 (16 883) 521 3 357 (12 271)

1 600 3 048 1 600 833 18 (1 016) (2 655) (228) 1 600

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Wilderness Holdings Limited Annual Report 2010

WILDERNESS HOLDINGS LIMITED

NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS CONTINUED


for the year ended 28 February 2010 BWP000 28. ADDITIONS TO PROPERTY, PLANT AND EQUIPMENT Maintenance of operations: Vehicles, furniture, fittings and equipment Aircraft Leasehold land and property Work in progress 2009 BWP000

3 595 18 916 1 143 23 654

25 163 16 934 12 123 16 810 71 030 23 352 (16 205) 7 147

29. CASH AND CASH EQUIVALENTS AT END OF YEAR Cash resources Bank overdrafts

29 090 (26 175) 2 915

30. SEGMENTAL REPORT For management purposes the Group is currently organised into four operating divisions which are the basis on which the Group reports its primary segmental information. Principal activities are as follows: Safari consulting Camp, lodge and safari explorations Transfer and touring Finance and asset management

Tour operating and destination management Lodge operations Air and road Holding company and asset financing

Wilderness Holdings Limited Annual Report 2010

67

WILDERNESS HOLDINGS LIMITED

NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS CONTINUED


for the year ended 28 February 30. SEGMENTAL REPORT (continued) Camp, lodge and safari explorations 2010 BWP000 173 360 119 785 9 793 26 126 4 157 13 499 48 242 57 747 (3 855) (5 650) (22 549) 25 693 (3 239) 22 454 (925) (1 688) 74 19 915 (9 172) 10 743 2 266 13 009 2009 BWP000 196 459 107 641 37 247 32 182 19 389 32 638 40 122 (11 701) 4 217 (26 349) 6 289 6 289 464 (5 017) 92 1 828 (4 004) (2 176) 3 313 1 137

Safari consulting 2010 BWP000 Abridged statement of comprehensive income Revenue Botswana External Internal Zambia External Internal Zimbabwe External Other Internal EBITDA Botswana Zambia Zimbabwe Other 68 652 56 096 1 649 9 902 1 005 5 480 2 788 2 692 (391) 5 089 5 089 772 599 6 460 171 6 631 6 631 2009 BWP000 82 659 74 544 8 115 1 412 1 412 (64) 1 348 1 348 7 1 355 (93) 1 262 1 262

Depreciation and amortisation Operating profit/(loss) before goodwill impairment Goodwill impairment Operating profit/(loss) Interest received Financing costs Unrealised foreign exchange gain/(loss) on loans Share of associate company earnings/(losses) Profit/(loss) before taxation Taxation Profit/(loss) after taxation continuing operations Profit after taxation discontinuing operations Profit/(loss) after taxation

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Wilderness Holdings Limited Annual Report 2010

WILDERNESS HOLDINGS LIMITED

NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS CONTINUED


for the year ended 28 February

Transfer and touring 2010 BWP000 87 923 44 217 12 717 15 640 7 247 7 036 1 066 735 1 429 574 (1 268) (2 528) (1 793) (1 793) 557 (498) (1 734) (7 274) (9 008) (9 008) 2009 BWP000 85 015 66 692 982 10 529 6 812 18 668 22 285 (3 617) (1 902) 16 766 (200) 16 566 71 (183) 16 454 (1 989) 14 465 14 465

Finance and asset management 2010 BWP000 39 228 17 929 20 710 589 13 706 23 825 (10 119) (3 967) 9 739 9 739 1 423 (4 527) 24 124 1 178 31 937 (9 755) 22 182 22 182 2009 BWP000 38 416 17 652 20 153 611 22 778 10 407 12 371 (3 345) 19 433 19 433 2 835 (4 611) (31 724) (1 533) (15 600) (5 501) (21 101) (21 101)

Intergroup eliminations 2010 BWP000 (67 686) (44 869) (7 247) (15 570) 2009 BWP000 (73 309) (66 497) (6 812) 2010 BWP000 301 477 238 027 41 766 21 095 589 68 163 85 789 (3 281) (4 226) (10 119) (29 435) 38 728 (3 239) 35 489 1 827 (6 114) 24 124 1 252 56 578 (26 030) 30 548 2 266 32 814

Total 2009 BWP000 329 240 266 529 42 711 19 389 611 75 496 74 226 (15 318) 4 217 12 371 (31 660) 43 836 (200) 43 636 3 377 (9 811) (31 724) (1 441) 4 037 (11 587) (7 550) 3 313 (4 237)

Wilderness Holdings Limited Annual Report 2010

69

WILDERNESS HOLDINGS LIMITED

NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS CONTINUED


for the year ended 28 February Safari consulting 2010 BWP000 31. SEGMENTAL REPORT (continued) Gross assets Botswana Zambia Zimbabwe Other 14 513 6 631 7 882 2009 BWP000 9 121 9 121 Camp, lodge and safari explorations 2010 BWP000 246 695 190 131 46 737 9 827 2009 BWP000 232 007 172 247 59 760

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Wilderness Holdings Limited Annual Report 2010

WILDERNESS HOLDINGS LIMITED

NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS CONTINUED


for the year ended 28 February Transfer and touring 2010 BWP000 58 327 44 766 10 503 3 058 2009 BWP000 55 722 47 398 8 324 Finance and asset management 2010 BWP000 360 070 272 703 87 367 2009 BWP000 379 193 331 795 47 398 Intergroup eliminations 2010 BWP000 (272 978) (272 978) 2009 BWP000 (240 269) (240 269) 2010 BWP000 406 627 241 253 57 240 20 767 87 367 Total 2009 BWP000 435 774 320 292 68 084 47 398

Wilderness Holdings Limited Annual Report 2010

71

WILDERNESS HOLDINGS LIMITED

COMPANY STATEMENT OF COMPREHENSIVE INCOME


for the year ended 28 February Notes Other income Operating costs Foreign exchange (losses)/gain Operating profit before finance costs, depreciation and amortisation (EBITDA) Depreciation Operating profit Interest received Financing costs Unrealised foreign exchange gain/(loss) on loans Profit before taxation Taxation Total comprehensive income/(loss) for the year Profit/(loss) for the year attributable to: Owners of the company Non-controlling interest 2010 BWP000 37 718 (20 149) (1 464) 16 105 (7) 16 098 7 519 (8 697) 16 897 31 817 (3 696) 28 121 28 121 28 121 Total comprehensive income/(loss) for the year attributable to: Owners of the Company Non-controlling interest 28 121 28 121 2009 BWP000 45 313 (20 755) 4 929 29 487 (3) 29 484 2 805 (9 495) (19 077) 3 717 (3 918) (201) (201) (201) (201) (201)

1 1 2

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Wilderness Holdings Limited Annual Report 2010

WILDERNESS HOLDINGS LIMITED

COMPANY STATEMENT OF FINANCIAL POSITION


as at 28 February Notes ASSETS Non-current assets Property, plant and equipment Investment in subsidiaries Loans to related parties Current assets Trade and other receivables Derivative asset Cash and cash equivalents Total assets EQUITY AND LIABILITIES Equity attributable to owners of the Company Stated capital Accumulated losses Shareholders loans Non-current liabilities Long-term liabilities Deferred tax liabilities Current liabilities Trade and other payables Tax liability Bank overdraft Total equity and liabilities 12 13 10 11 8 9 7 4 5 6 2010 BWP000 88 145 17 87 962 166 76 766 74 354 2 351 61 164 911 28 343 46 061 (17 718) 114 076 113 488 588 22 492 21 890 600 2 164 911 2009 BWP000 117 422 24 87 962 29 436 47 640 47 486 154 165 062 12 239 3 (43 199) 55 435 132 738 132 738 20 085 19 701 384 165 062

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WILDERNESS HOLDINGS LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY


for the year ended 28 February Stated capital BWP000 Balance at 1 March 2008 Total comprehensive loss for the year Distributions on equity loans Application of IAS 39 on long-term loan amortised at cost Balance at 28 February 2009 Distributions on equity loans Recapitalisation of loans Transfer to current liabilities Total comprehensive income for the year Balance at 28 February 2010 3 3 46 058 46 061 Accumulated losses BWP000 (38 279) (201) (5 378) 659 (43 199) (2 640) 28 121 (17 718) Shareholders loans BWP000 50 057 5 378 55 435 2 640 (46 058) (12 017) Total equity BWP000 11 781 (201) 659 12 239 (12 017) 28 121 28 343

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Wilderness Holdings Limited Annual Report 2010

WILDERNESS HOLDINGS LIMITED

COMPANY STATEMENT OF CASH FLOWS


for the year ended 28 February Notes Cash flow from operating activities Cash utilised by operations Dividends received Interest received Financing costs Taxation paid Net cash inflow/(outflow) from operating activities Cash flow from investing activities Additions to property, plant and equipment Movement in long-term loans receivable Net cash outflow from investing activities Cash flow from financing activities Increase in related party loans (Repayment)/proceeds of long-term liabilities Net cash (outflow)/inflow from financing activities Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year 18 17 15 2010 BWP000 (18 035) 33 473 7 519 (8 697) (284) 13 976 (4 210) (4 210) 144 (10 005) (9 861) (95) 154 59 2009 BWP000 (166 307) 40 883 2 805 (9 495) (132 114) (18) (18) 31 278 101 008 132 286 154 154

16

Wilderness Holdings Limited Annual Report 2010

75

WILDERNESS HOLDINGS LIMITED

NOTES TO THE COMPANY ANNUAL FINANCIAL STATEMENTS


for the year ended 28 February 2010 BWP000 1. OPERATING PROFIT Operating profit is arrived at after taking into account the following items: Dividends received Auditors remuneration Current year fees Prior year over provision 2009 BWP000

33 473 192 (166) 26

40 883 390 390 3 4 929 91 5 090

Depreciation Vehicles, furniture, fittings and equipment Foreign exchange (losses)/gains Realised Legal and professional fees Staff costs Preference shares options right buyback 2. FINANCING COSTS Interest paid Bank overdraft and trade finance Related party loans

7 (1 464) 89 2 906 18 969

3 697 5 000 8 697

5 556 3 939 9 495

3.

TAXATION 3.1 Taxation charge Deferred taxation current year (note 11) Withholding tax on dividends paid Total taxation charge 3.2 Reconciliation of taxation rate to profit before taxation Company normal tax rate Additional company tax Permanent differences Tax effect of tax losses not recognised Withholding tax on dividends paid Effective taxation rate

588 3 108 3 696 % 15,0 10,0 (25,0) 2,0 9,6 11,6

3 918 3 918 % 15,0 10,0 (25,0) 105,4 105,4

The Company has estimated total accumulated tax losses of P25 million (2009: P39 million) available for set off against future taxable profit. No deferred tax asset has been recognised in respect of these losses.

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WILDERNESS HOLDINGS LIMITED

NOTES TO THE COMPANY ANNUAL FINANCIAL STATEMENTS


CONTINUED
for the year ended 28 February 2010 Accumulated Cost depreciation BWP000 BWP000 4. PROPERTY, PLANT AND EQUIPMENT Vehicles, furniture, fittings and equipment 27 10 Net book value BWP000 17 2009 Accumulated Cost depreciation BWP000 BWP000 27 Vehicles, furniture, fittings and equipment BWP000 Movement of property, plant and equipment 2010 Net book value at beginning of year Depreciation Net book value at end of year Movement of property, plant and equipment 2009 Net book value at beginning of year Additions Depreciation Net book value at end of year 24 (7) 17 9 18 (3) 24 2010 BWP000 5. INVESTMENT IN SUBSIDIARIES Shares at cost Represented by: Okavango Wilderness Safaris (Pty) Limited (Botswana) Sefofane Aviation Holdings (Pty) Limited (Botswana) Wilderness Safaris Limited (Bermuda) Wilderness Holdings Limited (BVI) Wilderness Tours Limited (Zambia) Wilderness Safaris Finance and Investments Company (Pvt) Limited (Zimbabwe) Less: Impairment against investment in subsidiaries 87 962 59 450 28 505 18 554 24 793 7 82 (43 429) 87 962 A list of the Companys subsidiaries is detailed in Annexure 1 of the Group accounts. 6. LOANS TO RELATED PARTIES Norisco Holdings SA shareholders Sefofane Aviation Holdings (Pty) Limited New Wilderness Holdings Limited (refer note 7) 166 166 176 144 29 116 29 436 3 Net book value BWP000 24

Total BWP000 24 (7) 17 9 18 (3) 24 2009 BWP000 87 962 59 450 28 505 18 554 24 793 7 82 (43 429) 87 962

The amount due from Norisco Holdings SA shareholders is unsecured, denominated in Botswana Pula, interest free with no fixed date of repayment. During the year the loan advanced to New Wilderness Holdings Limited has been partially settled by the set off of the purchase consideration in respect of the right to acquire preference shares and the remaining balance, which was recognised under trade and other receivables, will be set off during the listing process. The loan is unsecured and bears interest at the Botswana prime commercial rate.

Wilderness Holdings Limited Annual Report 2010

77

WILDERNESS HOLDINGS LIMITED

NOTES TO THE COMPANY ANNUAL FINANCIAL STATEMENTS


CONTINUED
for the year ended 28 February 2010 BWP000 7. TRADE AND OTHER RECEIVABLES Trade receivables related parties (note 14) Other receivables and prepayments New Wilderness Holdings Limited (note 6) 56 503 6 308 11 543 74 354 There were no significant long outstanding third party trade receivables which required specific impairment at year end. The carrying value of receivables balances approximates their fair value. Trade receivables are assessed and provided for based on estimated irrecoverable amounts, determined by reference to past default experience. 8. STATED CAPITAL Issued and fully paid 200 000 000 (2009: 300 000) ordinary shares of no par value The Companys stated capital is detailed in note 15 of the Group accounts. SHAREHOLDERS LOANS Opening balance Interest accrued Conversion of loan to equity shares Transfer to trade and other payables 2009 BWP000 44 837 2 649 47 486

46 061

9.

55 435 2 640 (46 058) (12 017)

50 057 5 378 55 435

The shareholders loans were classified as part of equity in the prior year are denominated in Pula, unsecured, bear interest based on the Bank of Botswana Certificate rate and had no fixed repayment terms. The loans and interest are repayable at the discretion of the Companys directors and were therefore classified as equity as there is no obligation on the Company to redeem these loans or the interest. In the current year, the directors decided to repay the remaining portion of the loans that were not capitalised and accordingly these have been disclosed as a current liability. 2010 BWP000 10. LONG-TERM LIABILITIES Okavango Wilderness Safaris (Pty) Limited Industrial Development Corporation of South Africa Limited Less: Current portion included in accounts payable (note 12) Long-term portion Repayable within 2 years Repayable within 3 years Repayable within 4 years Repayable within 5 years Repayable after 5 years 25 286 96 650 121 936 (8 448) 113 488 42 185 16 899 30 970 23 434 113 488 Details of the terms and conditions of the IDC loan are reflected in note 17 of the Group accounts. The loan from Okavango Wilderness Safaris (Pty) Limited is unsecured, bears interest at prime commercial rates with settlement due in excess of one financial year. 2009 BWP000 28 398 120 440 148 838 (16 100) 132 738 19 317 19 320 19 320 47 718 27 063 132 738

78

Wilderness Holdings Limited Annual Report 2010

WILDERNESS HOLDINGS LIMITED

NOTES TO THE COMPANY ANNUAL FINANCIAL STATEMENTS


CONTINUED
for the year ended 28 February 2010 BWP000 11. DEFERRED TAX LIABILITIES Balance at beginning of year Income statement charge (note 3) Deferred tax liability Temporary difference comprises: Embedded derivative 12. TRADE AND OTHER PAYABLES Trade payables related parties (note 14) Accrued expenses and other payables Shareholder loans Current portion of long-term liabilities (note 10) 588 588 588 56 1 369 12 017 8 448 21 890 The carrying value of liabilities approximates their fair value. Trade accounts payable will be settled in normal trade operations. 13. BANK OVERDRAFT First National Bank of Botswana Limited 14. RELATED PARTY TRANSACTIONS Included in trade receivables Wilderness Tours Limited Zambia Sefofane (Pty) Limited Sefofane Aviation Holdings (Pty) Limited 2 3 601 16 100 19 701 2009 BWP000

55 172 1 161 170 56 503

44 837 44 837

Included in trade payables Wilderness Safaris Limited

56

Refer to the Directors report for information in respect of the buy back of the convertible preference share options.

Wilderness Holdings Limited Annual Report 2010

79

WILDERNESS HOLDINGS LIMITED

NOTES TO THE COMPANY ANNUAL FINANCIAL STATEMENTS


CONTINUED
for the year ended 28 February 2010 BWP000 15. CASH GENERATED FROM OPERATIONS Profit before taxation Adjustments for: Interest on equity loans in statement of changes in equity Other non-cash items Depreciation Dividends received Interest received Financing costs Gain on derivative asset Unrealised foreign exchange (gains)/losses on loans Operating profit before working capital changes Working capital changes: Increase in accounts receivable Increase/(decrease) in accounts payable 31 817 18 969 7 (33 473) (7 519) 8 697 (2 351) (16 897) (750) (15 325) (1 960) (18 035) 16. TAXATION PAID Amounts unpaid at beginning of year Other movements and translation differences Amount unpaid at end of year (384) (500) 600 (284) 17. ADDITIONS TO PROPERTY, PLANT AND EQUIPMENT Maintenance of operations: Vehicles, furniture, fittings and equipment 18. CASH AND CASH EQUIVALENTS AT END OF YEAR Cash resources Bank overdrafts 2009 BWP000 3 717 (5 378) (35 448) 3 (40 883) (2 805) 9 495 19 077 (52 222) (825) (113 260) (166 307) (384) 384

61 (2) 59

18 154 154

19. SUBSEQUENT EVENTS Refer to the directors report for details on subsequent events (refer to page 47).

80

Wilderness Holdings Limited Annual Report 2010

INDEPENDENT AUDITORS REPORT


TO THE MEMBERS OF WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED
We have audited the annual financial statements of Wilderness Safaris Investment and Finance (Proprietary) Limited, which comprise the consolidated and separate statements of financial position as at 28 February 2010, the consolidated and separate statements of comprehensive income, the consolidated and separate statements of changes in equity and the consolidated and separate cash flow statements for the year then ended, a directors report and other explanatory notes, as set out on pages 82 to 111 and a summary of significant accounting policies as set out on pages 30 to 40.

DIRECTORS RESPONSIBILITY FOR THE FINANCIAL STATEMENTS


The 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.

AUDITORS 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 auditors 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 entitys 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 entitys internal control. An audit also includes evaluating the appropriateness of accounting principles used and the reasonableness of accounting estimates made by the directors, as well as evaluation of the overall financial statement presentation. 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 Wilderness Safaris Investment and Finance (Proprietary) Limited as at 28 February 2010 and of its consolidated and separate financial performance and its 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.

Deloitte & Touche Per Mark Rayfield Partner 29 July 2010 Deloitte & Touche Deloitte Place The Woodlands Woodlands Drive Woodmead 2196

National Executive: GG Gelink Chief Executive AE Swiegers Chief Operating Officer GM Pinnock Audit DL Kennedy Tax, Legal and Risk Advisory L Geeringh Consulting L Bam Corporate Finance CR Beukman Finance TJ Brown Clients & Markets NT Mtoba Chairman of the Board MJ Comber Deputy Chairman of the Board A full list of partners and directors is available on request

Wilderness Holdings Limited Annual Report 2010

81

WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED

DIRECTORS REPORT
for the year ended 28 February 2010

NATURE OF BUSINESS
Wilderness Safaris Investment and Finance (Pty) Limited (WSIF) is the holding company of the Wilderness business in Namibia, Malawi and South Africa.

SHARE CAPITAL
Authorised: Issued: R4 000: 400 000 shares of R0,01 R3 000: 300 000 shares of R0,01

DIRECTORS
The following persons were directors of the Company during the period: R Friedman JA Gnodde RM Hartmann MW McCulloch MA Ness* AG Payne M Tollman DJ van Smeerdijk^ KN Vincent *British ^Australian

CHANGES TO THE BOARD OF DIRECTORS


Appointment of directors
There have been no appointments to the board of directors during the year under review.

Resignation of directors
Michael Ness resigned as a director of the Company subsequent to year end and with effect from 8 April 2010.

SECRETARY
During the year under review Richard van der Wel was Secretary of the Company. Subsequent to year end he resigned as Secretary and Julia Swanepoel was appointed with effect from 3 May 2010. Business address: 373 Rivonia Boulevard Rivonia 2191 PO Box 5219 Rivonia 2128

Postal address:

REGISTERED OFFICE
373 Rivonia Boulevard Rivonia 2128

82

Wilderness Holdings Limited Annual Report 2010

WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED

DIRECTORS REPORT CONTINUED


for the year ended 28 February 2010

INDEPENDENT AUDITORS
Deloitte & Touche

PREPARATION OF THE FINANCIAL STATEMENTS


The financial statements have been prepared in accordance with the Companys accounting policies and the underlying financial information used in their compilation is in compliance with International Financial Reporting Standards and consistent with the accounting policies applied in the prior year.

DIVIDENDS
No dividends were declared or paid during the year (2009: nil).

LETTERS OF SUPPORT, SUBORDINATIONS AND GOING CONCERN


Various subordinations and letters of support have been issued in the ordinary course of business as detailed in note 17 and 23. The directors are confident that these obligations can be met should they become due and payable.

MATERIAL TRANSACTIONS
Share purchase agreement
The Company entered into a share purchase agreement to sell its entire issued share capital to Wilderness Holdings Limited, a company incorporated in Botswana. The agreement was conditional on the successful listing of Wilderness Holdings on the Botswana Stock Exchange (BSE) and as a secondary listing on the Africa Board of the JSE Limited (JSE). The agreement became effective on 8 April 2010.

Sale of shares agreement in respect of The Namib Lodge Company (Pty) Limited
The Namib Lodge Company (NLC) is a wholly owned subsidiary of the Company. With effect from 31 October 2009, the Company entered into a sale of shares agreement for the Namibianisation and Black Economic Empowerment of NLC, resulting in the sale of a total of 10,5% of the issued share capital in NLC to various strategic partners in a Black Economic Empowerment transaction for a total consideration of N$12 205 310.

SUBSEQUENT EVENTS
Group restructuring
Due to historical regulatory reasons the Wilderness Group corporate structure evolved into two separate legal entities, Wilderness Holdings (incorporated in Botswana) and WSIF (incorporated in South Africa). Both Wilderness Holdings and WSIF had the same beneficial shareholders in the same percentage shareholding, and had been managed as one business for the entire life of the Group. The Group underwent a restructuring, with effect from 8 April 2010, as a result of the listing of Wilderness Holdings on the BSE, with a secondary inward listing on the Africa Board of the JSE on 8 April 2010. As a result of the restructuring WSIF became a wholly-owned subsidiary of Wilderness Holdings Limited. On 1 March 2010, the Company acquired 100% of Tess and Trev Travels (Pty) Limited for R2 000 000 whose business is the provision of touring and transfer services in the Western Cape.

Wilderness Holdings Limited Annual Report 2010

83

WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED

GROUP STATEMENT OF COMPREHENSIVE INCOME


for the year ended 28 February Notes Revenue Cost of sales Gross profit Other income Operating costs Foreign exchange gain/(loss) Operating profit before depreciation and amortisation and goodwill impairment (EBITDA) Depreciation and amortisation Operating profit before goodwill impairment Goodwill impairment Operating profit Interest received Financing costs Share of equity-accounted investment earnings Profit before taxation Taxation Profit for the year from continuing operations Loss for the year from discontinuing operations Profit for the year Other comprehensive (loss)/income: (Loss)/gain on revaluation of property, plant and equipment Income tax relating to revaluation of property, plant and equipment Total comprehensive income for the year Profit for the year attributable to: Owners of the Company Non-controlling interest 1 2010 R000 890 695 (657 331) 233 364 8 280 (195 524) 998 47 118 (24 410) 22 708 22 708 1 380 (3 961) 1 466 21 593 (11 272) 10 321 10 321 (8 015) (11 430) 3 415 2 306 8 182 2 139 10 321 Total comprehensive income for the year attributable to: Owners of the Company Non-controlling interest 167 2 139 2 306 Number of shares issued (thousands) Issued Weighted average Headline earnings Earnings per share (cents) Headline Basic 6 300 300 9 510 3 170,00 2 727,33 2009 R000 1 099 071 (834 000) 265 071 9 566 (211 729) (15 825) 47 083 (22 829) 24 254 (832) 23 422 4 475 (5 542) 667 23 022 (13 982) 9 040 (191) 8 849 5 394 7 819 (2 425) 14 243 8 856 (7) 8 849 14 250 (7) 14 243 300 300 11 728 3 909,33 2 952,00

2 9 2 3 11 4 5

84

Wilderness Holdings Limited Annual Report 2010

WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED

GROUP STATEMENT OF FINANCIAL POSITION


as at 28 February Notes ASSETS Non-current assets Property, plant and equipment Investment property Goodwill Other intangible assets Investment and loans in associates Loans to related parties Deferred tax assets Current assets Inventories Trade receivables Other receivables and prepayments Tax receivable Cash and cash equivalents Total assets EQUITY AND LIABILITIES Equity attributable to owners of the Company Share capital and share premium Revaluation reserves Other non-distributable reserves Retained income Non-controlling interest Total equity Non-current liabilities Long-term liabilities Loans from related parties Deferred tax liabilities Current liabilities Trade and other payables Tax liability Bank overdrafts Total equity and liabilities 19 20 17 18 13 16 14 15 8 8 9 10 11 12 13 2010 R000 198 777 135 407 22 050 16 017 636 13 150 169 11 348 121 509 5 826 28 762 13 542 5 557 67 822 320 286 98 293 673 205 (550) 97 965 (324) 97 969 32 720 20 960 2 852 8 908 189 597 183 684 1 651 4 262 320 286 2009 R000 219 165 151 405 22 050 16 017 676 10 613 150 18 254 111 524 4 802 29 625 28 431 3 774 44 892 330 689 98 676 673 8 220 89 783 (2 159) 96 517 41 358 23 668 17 690 192 814 187 795 863 4 156 330 689

Wilderness Holdings Limited Annual Report 2010

85

WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED

GROUP STATEMENT OF CHANGES IN EQUITY


for the year ended 28 February Revaluation reserve R000 2 826 5 394 Other non-distributable reserves R000 NonRetained controlling income interest R000 R000 79 774 8 856 1 153 (4 196) 3 670 8 220 (550) 3 670 (8 015) 205 (550) 8 182 97 965 89 783 (2 159) (304) 2 139 (324) 2 044 (7)

Share capital R000 Balance at 1 March 2008 Total comprehensive income for the year Application of IAS 39 long-term loan amortised at cost Minority interest arising on business combination Balance at 28 February 2009 Minority interest arising on business combination Total comprehensive income for the year Balance at 28 February 2010 3

Share premium R000 670

Total equity R000 85 317 14 243 1 153 (4 196) 96 517 (854) 2 306 97 969

86

Wilderness Holdings Limited Annual Report 2010

WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED

GROUP STATEMENT OF CASH FLOWS


for the year ended 28 February Notes Cash flow from operating activities Cash generated from operations Interest received Financing costs Taxation paid Net cash inflow from operating activities Cash flow from investing activities Acquisition of subsidiary companies Additional investment in subsidiaries Additions to property, plant and equipment Proceeds on disposal of property, plant and equipment Investment in associates Net cash outflow from investing activities Cash flow from financing activities Net loans received from related parties Repayment of long-term liabilities Increases in long-term liabilities Net cash outflow from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year 29 27 28 25 2010 R000 60 107 1 380 (3 961) (10 728) 46 798 (854) (22 655) 1 126 (1 071) (23 454) 2 833 (6 467) 3 114 (520) 22 824 40 736 63 560 2009 R000 45 030 4 475 (5 542) (21 779) 22 184 (12 678) (25 644) 5 340 (32 982) (1 647) 814 (833) (11 631) 52 367 40 736

26

Wilderness Holdings Limited Annual Report 2010

87

WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED

NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS


for the year ended 28 February 2010 R000 1. REVENUE Sale of goods Services rendered 11 317 879 378 890 695 2. OPERATING PROFIT Operating profit is arrived at after taking into account the following items: Auditors remuneration Audit fees Other services and expenses 2009 R000 14 302 1 084 769 1 099 071

2 997 398 3 395

3 077 628 3 705 10 773 3 341 8 675 22 789 40 22 829 (1 486) (14 339) (15 825) 1 504 10 424 1 493 13 102 231 25 250 434 116 778 892 7 910 708 8 618

Depreciation Vehicles, furniture, fittings and equipment Aircraft Leasehold land and property Work in progress Amortisation of other intangible assets Total depreciation and other amortisation Foreign exchange gains/(loss) Realised Unrealised Net foreign exchange gains/(loss) Legal and professional fees Operating lease rentals Premises Office equipment Aircraft and vehicles Other

10 923 3 427 10 020 24 370 40 24 410 8 195 (7 197) 998 1 732 9 554 1 597 15 964 796 27 911

Net loss on disposal of property, plant and equipment Vehicles, furniture, fittings and equipment Revaluation of aircraft below original cost Staff costs Number of employees Directors emoluments Executive directors Nonexecutive directors fees

680 1 047 114 800 938 5 328 5 328

88

Wilderness Holdings Limited Annual Report 2010

WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED

NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS CONTINUED


for the year ended 28 February 2010 R000 3. FINANCING COSTS Interest paid Finance leases Bank overdraft and trade finance Other 2009 R000

1 030 2 718 213 3 961

3 874 95 1 573 5 542

4.

TAXATION 4.1 Taxation charge Current taxation SA company taxation current year Foreign company taxation current year prior year Deferred taxation current year (note 13) Deferred taxation prior year (note 13) Total taxation charge 4.2 Reconciliation of taxation rate to profit before taxation Company normal tax rate Expenses disallowed for tax purposes Over provision prior year Foreign taxation rate differential Tax losses not recognised as an asset Exempt income Effective taxation rate

6 844 2 912 (23) 9 733 1 716 (177) 11 272 % 28,0 18,1 (0,8) 3,9 2,5 0,5 52,2 R000

5 468 6 185 11 653 3 940 (1 611) 13 982 % 28,0 3,7 (1,3) 6,1 24,3 (0,1) 60,7 R000

Certain subsidiaries had tax losses at the end of the financial year that are available to reduce the future taxable income of the Group estimated to be Estimated future tax relief at an estimated tax rate of 31% (2009: 29%) inclusive of the tax benefit already accounted for in the deferred tax asset of R8,9 million (2009: R11,5 million) as set out in note 13

83 079

88 713

25 643

25 669

Wilderness Holdings Limited Annual Report 2010

89

WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED

NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS CONTINUED


for the year ended 28 February 2010 R000 5. DISCONTINUING OPERATIONS Banzi Safari Lodge (Pty) Limited Revenue Cost of sales Gross margin Other income Operating costs EBITDA Depreciation and amortisation Operating loss Net financing costs Loss before taxation Taxation Loss after taxation Net operating cash outflow Investing activities inflow Financing activities inflow 6. HEADLINE EARNINGS Reconciliation of attributable profit to headline earnings: Profit for the year attributable to owners of the Company Headline earnings adjustments: Goodwill impairment Revaluation of aircraft below original cost Impairments of property, plant and equipment Net loss on disposal of property, plant and equipment Tax effect Non-controlling interest Headline profit 7. INTEREST IN PROFITS AND LOSSES OF SUBSIDIARIES Interest in the aggregate amount of profits and losses of subsidiaries after taxation Profits continuing operations Losses continuing operations discontinuing operations 2 (16) (14) (146) (160) (31) (191) (191) (191) 148 (55) (86) 2009 R000

8 182 1 328 1 047 680 1 727 (399) 9 510

8 856 2 872 832 1 606 434 2 872 11 728

23 503 (11 465)

57 088 (29 795) (191)

90

Wilderness Holdings Limited Annual Report 2010

WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED

NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS CONTINUED


for the year ended 28 February 2010 Accumulated Cost depreciation R000 R000 8. PROPERTY, PLANT AND EQUIPMENT Vehicles, furniture, fittings and equipment Aircraft Leasehold land and property Work in progress Investment property 84 401 28 509 109 612 273 222 795 22 050 244 845 50 542 25 36 821 87 388 87 388 Net book value R000 33 859 28 484 72 791 273 135 407 22 050 157 457 2009 Accumulated Cost depreciation R000 R000 78 746 41 083 96 168 177 216 174 22 050 238 224 39 835 24 934 64 769 64 769 Net book value R000 38 911 41 083 71 234 177 151 405 22 050 173 455

Included in property, plant and equipment are assets held under finance lease agreements with a book value of R14 million (2009: R10 million) which are encumbered as security for liabilities under finance lease agreements as stated in note 17. A register of land and buildings is maintained at the Companys registered office and may be inspected by members of the public or their duly authorised agents. Vehicles, furniture, fittings and equipment R000 Movement of property, plant and equipment 2010 Net book value at beginning of year Additions Revaluation Transfers/reclassification Disposals Depreciation Net book value at end of year Movement of property, plant and equipment 2009 Net book value at beginning of year Subsidiaries acquired Additions Revaluation Transfers/reclassification Disposals Depreciation Impairment Net book value at end of year

Aircraft R000

Leasehold land and Investment property property R000 R000

Work in progress R000

Total R000

38 911 7 370 (250) 46 031 (1 249) (10 923) 33 859

41 083 3 305 (12 477) 31 911 (3 427) 28 484

71 234 11 751 383 83 368 (557) (10 020) 72 791

22 050 22 050 22 050

177 229 (133) 273 273

173 455 22 655 (12 477) 183 633 (1 806) (24 370) 157 457

34 936 1 561 12 837 1 535 50 869 (1 185) (10 773) 38 911

19 938 11 508 6 378 7 819 45 643 (375) (3 341) (844) 41 083

68 983 7 433 6 280 2 189 84 885 (4 214) (8 675) (762) 71 234

22 050 22 050 22 050

2 732 149 (2 704) 177 177

148 639 20 502 25 644 7 819 1 020 203 624 (5 774) (22 789) (1 606) 173 455

Wilderness Holdings Limited Annual Report 2010

91

WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED

NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS CONTINUED


for the year ended 28 February 2010 R000 9. GOODWILL Net book value At beginning of year Arising on acquisition of subsidiaries Impairment Balance at end of year Goodwill at cost Accumulated impairment Per cash-generating unit: Sefofane Aircharters (Pty) Limited Sefofane Air (Pty) Limited Palmwag Lodge (Pty) Limited Lianshulu Lodge (Pty) Limited Namib Lodge Company (Pty) Limited An annual impairment test is performed to assess whether goodwill has been impaired. Goodwill has been allocated for impairment testing purposes to individual cash-generating units. The recoverable amount of every cash-generating unit has been determined based on a value in use calculation. That calculation uses cash flow projections based on financial budgets approved by management covering a five year period, and a discount rate of between 10 and 13 per cent. Cash flows beyond the five year period have been extrapolated using no growth rate or a negligible decline, which does not exceed the long-term average growth rate for the markets in which they operate. Management believes that any possible change in the key assumptions on which the individual cash-generating units recoverable amount is based would not cause their carrying amounts to exceed their recoverable amounts. 10. OTHER INTANGIBLE ASSETS Net book value At beginning of year Transfer to property, plant and equipment Amortisation Balance at end of year Intangibles at cost Accumulated amortisation and impairment 676 676 (40) 636 3 245 (2 609) 716 1 736 (1 020) (40) 676 3 245 (2 569) 16 017 16 017 16 017 31 057 (15 040) 16 017 5 092 2 032 2 511 6 300 82 2009 R000 16 849 2 725 14 124 (832) 16 017 31 057 (15 040) 16 017 5 092 2 032 2 511 6 300 82

92

Wilderness Holdings Limited Annual Report 2010

WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED

NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS CONTINUED


for the year ended 28 February 2010 R000 11. INVESTMENT AND LOANS IN ASSOCIATES 50% investment in Desert Homestead (Pty) Limited Goodwill in Desert Homestead (Pty) Limited 33% investment in French Mauve Properties (Pty) Limited 50% investment in Central African Wilderness Safaris (Pty) Limited 50% investment in Lianshulu (Pty) Limited Attributable share of post acquisition profits Unsecured loan to French Mauve Properties (Pty) Limited Total investment in associates The loan advanced to French Mauve Properties (Pty) Limited is denominated in ZAR, is unsecured, interest free and has no fixed terms of repayment. The Groups share of the results of its principal associates, which are unlisted, and their share of the assets and liabilities are as follows: Working capital Non-current assets Non-current liabilities Revenue Profit The directors consider the carrying value of the Groups interest in these associates to approximate fair value. 12. LOANS TO RELATED PARTIES Unsecured loan The loans to related parties are unsecured, interest free and have no fixed terms of repayment. The carrying value of the loan approximates its fair value. None of these loans are either past due or considered impaired. 13. DEFERRED TAX ASSETS/(LIABILITIES) Balance at beginning of year Acquisition of subsidiary Revaluation reserve Amount recorded in the statement of comprehensive income (note 4) Balance at end of year Deferred tax asset Deferred tax liability 564 3 415 (1 539) 2 440 11 348 (8 908) 2 440 Temporary differences comprise: Provisions Future cash Losses Capital allowances Other temporary differences 1 828 4 667 8 890 (12 823) (122) 2 440 8 109 (2 791) (2 425) (2 329) 564 18 254 (17 690) 564 3 586 4 955 11 498 (19 055) (420) 564 169 150 404 697 1 101 9 474 10 575 2 575 13 150 2009 R000 300 300 8 008 8 308 2 305 10 613

1 656 21 409 14 759 15 527 1 466

4 702 21 287 15 303 6 458 667

Wilderness Holdings Limited Annual Report 2010

93

WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED

NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS CONTINUED


for the year ended 28 February 2010 R000 14. INVENTORIES Goods for resale Consumables Fuel 1 291 3 137 1 398 5 826 Value of inventory in cost of sales 15. TRADE RECEIVABLES Trade receivables related parties (note 24) third parties Receivables allowance 3 242 3 992 25 983 (1 213) 28 762 2009 R000 1 072 2 906 824 4 802 3 715 4 965 26 500 (1 840) 29 625

R72,0 million (2009: R101,8 million) of trade receivables (including related party balances) are encumbered at a subsidiary level. There were no significant long outstanding third party trade receivables which required specific impairment at year end. Third party trade receivables are limited to amounts receivable from reputable agents and touring wholesalers with whom the Group has established long-term relationships and no significant credit exposure is anticipated from these. The carrying value of receivables balances approximates the fair value. Trade receivables are assessed and provided for based on estimated irrecoverable amounts, determined by reference to past default experience. Before accepting any new customer, use is made of local external credit agencies, where necessary, to assess the potential customers credit quality and define credit limits by customer. Limits attributed to customers are reviewed regularly. Analysis of the age of trade receivables past due but not impaired or provided for: USA R000 2010 1 month past due 2 months past due 3 months past due 4 months and greater past due 2009 1 month past due 2 months past due 3 months past due 4 months and greater past due 349 4 353 UK and Europe R000 467 220 41 436 1 164 264 279 691 1 234 Africa and Asia Pacific R000 250 1 869 1 263 3 382 2 816 509 1 030 4 355 Total R000 467 470 1 910 1 699 4 546 3 429 788 4 1 721 5 942

94

Wilderness Holdings Limited Annual Report 2010

WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED

NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS CONTINUED


for the year ended 28 February USA R000 15. TRADE RECEIVABLES (continued) Reconciliation of the receivables allowance account: 2010 Opening balance Impairment losses recognised on receivables Net bad debt write offs Closing balance 2009 Opening balance Impairment losses recognised on receivables Net bad debt write offs Closing balance UK and Europe R000 Africa and Asia Pacific R000 Total R000

(346) 314 (32) (1 279) (676) 1 609 (346)

(756) 153 (603) (756) (756)

(738) (49) 209 (578) (170) (641) 73 (738)

(1 840) (49) 676 (1 213) (1 449) (2 073) 1 682 (1 840)

The Group does not hold any collateral as security. The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable above. 2010 R000 16. SHARE CAPITAL AND SHARE PREMIUM Authorised 400 000 ordinary shares of 1 cent each Issued 300 000 (2009: 300 000) ordinary shares of 1 cent each Share premium 2009 R000

3 670 673

3 670 673

The unissued shares are under the control of the directors subject to receiving approval of 85% of the shareholders. 17. LONG-TERM LIABILITIES Secured lease liabilities Long-term loan Other lease smoothing liability Less: Current portion included in accounts payable (note 19) Long-term portion Repayable within 2 years Repayable within 3 years Repayable within 4 years Repayable within 5 years Repayable after 5 years 8 205 16 486 3 993 28 684 (7 724) 20 960 10 253 4 852 1 710 1 658 2 487 20 960 Minimum lease payments Finance cost 29 302 (4 611) 24 691 10 488 18 745 2 804 32 037 (8 369) 23 668 8 843 4 099 3 447 3 134 4 145 23 668 34 891 (5 659) 29 232

Wilderness Holdings Limited Annual Report 2010

95

WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED

NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS CONTINUED


for the year ended 28 February 17. LONG-TERM LIABILITIES (continued) A long-term loan of R10 775 958 (2009: R11 604 877) advanced by the Development Bank of South Africa, bearing interest at a rate of six-month ZAR-JIBAR plus 240 basis points. The loan is secured by a cession of the rights and interests in the concession agreements in respect of a lodge and is repayable over 10 years. Capital repayments commenced in December 2009 in equal bi-annual instalments. A bank loan of N$5 710 000 with Nedbank Namibia Limited, bearing interest at the bank prime rate, and repayable in equal annual instalments of N$1 430 000 (2009: N$1 430 000). The loan is secured by limited suretyship of N$25 000 000. Leases amounting to N$1 949 791 in favour of Stanbic and Nedbank Namibia Limited, secured by aircraft with a net book value of N$4 763 689, repayable in equal monthly instalments of N$112 454, bearing interest at the prime overdraft rate less 1,75% per annum. The final instalment is payable on 22 April 2013. Suspensive sale agreements amounting to N$6 255 378 (2009: N$3 261 828), repayable in equal monthly instalments of N$525 074 (2009: N$222 663) bearing average interest at 10,8% (2009: 12,75% 13%) per annum. 2010 R000 18. LOANS FROM RELATED PARTIES Black Economic Empowerment consortium shareholders Sefofane (Pty) Limited 538 2 314 2 852 2009 R000

The loan from Sefofane (Pty) Limited (ZAR denominated) is unsecured, interest free and has no fixed terms of repayment. The loan is not past due or considered impaired. 10,5% interest in The Namib Lodge Company (Pty) Limited was sold with effect from 31 October 2010 to various strategic partners in a Black Economic Empowerment transaction for a consideration of N$12 205 310. The purchase consideration will be settled by way of cash amounting to N$610 266 and the balance on loan account secured by the pledge of the shares until such time as the loan is paid-up. The loans bear interest at South African prime rate and are repayable in five years time. They may at any time within the five years make partial or full repayment of the loan. 2010 R000 19. TRADE AND OTHER PAYABLES Trade accounts payable Trade payables third parties related parties (note 24) Amounts received in advance Value added taxation payable Accrued expenses and other payables Current portion of long-term liabilities (note 17) 2009 R000

29 664 12 486 90 317 1 246 42 247 7 724 183 684

27 569 22 824 79 866 1 207 47 960 8 369 187 795

The carrying value of liabilities approximates their fair value. Trade accounts payable will be settled in normal trade operations. 20. BANK OVERDRAFTS Nedbank Limited Namibia 21. CAPITAL COMMITMENTS Authorised by directors and contracted for Authorised by directors but not yet contracted for Total capital commitments This expenditure will be incurred in the ensuing year and will be financed from existing cash resources and available borrowing facilities. 4 262 10 812 10 812 4 156 2 645 8 674 11 319

96

Wilderness Holdings Limited Annual Report 2010

WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED

NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS CONTINUED


for the year ended 28 February 2010 R000 22. OPERATING LEASE COMMITMENTS Due within one year: Property Aircraft Office furniture, equipment and motor vehicles Computer equipment Total operating lease commitments due within one year Due between one and two years: Property Office furniture, equipment and motor vehicles Computer equipment Total operating lease commitments due between one and two years Due between two and three years: Property Total operating lease commitments due between two and three years Due between three and four years: Property Total operating lease commitments due between three and four years Due between four and five years: Property Total operating lease commitments due between four and five years Due after five years: Property Total non-cancellable operating lease commitments 2009 R000

5 878 2 448 2 250 56 10 632 6 182 2 000 9 8 191 6 682 6 682 7 223 7 223 7 808 7 808 20 312 60 848

6 002 3 656 4 303 130 14 091 5 468 1 467 53 6 988 5 964 5 964 6 049 6 049 6 533 6 533 27 177 66 802

23. CONTINGENT LIABILITIES, GUARANTEES AND LITIGATION The Group has certain contingent liabilities resulting from litigation and claims, generally involving commercial and employment matters, which are incidental to the ordinary conduct of its business. Management believes, after taking legal advice where appropriate on the probable outcome of these contingencies, that none of these contingencies will materially affect the financial position or the results of operations of the Group. Limited letters of support have been issued to the following entities within the Group: Wilderness Safaris Maputaland (Pty) Limited Sefofane Aircharters (Pty) Limited Safari Adventure Company (Pty) Limited Rocktail Bay Lodge (Pty) Limited Wilderness Safaris Camps of South Africa (Pty) Limited

Namibia
Unlimited suretyship was signed by Kulala (Pty) Limited supported by N$1 500 000 first and second continuing covering mortgage bonds over farm Eensaam No 157, Maltahohe district in respect of Kulala (Pty) Limited. N$5 700 000 limited suretyship provided by Wilderness Safaris Investment and Finance (Pty) Limited. N$1 500 000 limited suretyship provided by Namib Travel Shop (Pty) Limited. Unlimited suretyship provided by Taimibia (Pty) Limited supported by N$3 000 000 first and second continuing mortgage bond over farm Witwater No 139. N$3 000 000 third general notarial bond over moveables in the name of Namib Lodge Company (Pty) Limited.

Wilderness Holdings Limited Annual Report 2010

97

WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED

NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS CONTINUED


for the year ended 28 February 23. CONTINGENT LIABILITIES, GUARANTEES AND LITIGATION (continued)

South Africa
Pafuri Camp assets are bonded by general notarial bond in favour of the Development Bank of South Africa. A pledge of R700 000 issued by Wilderness Manzengwena Camp (Pty) Limited in favour of Standard Bank of South Africa Limited. The Group has issued guarantees to various entities amounting to R2,9 million. Subordinated loans are reflected in note 6 of the Company financial statements. 2010 R000 24. RELATED PARTY TRANSACTIONS Sales and purchases between Group companies are concluded at arms length in the ordinary course of business. For the year ended 28 February 2010, the intergroup sales of goods and provision of services amounted to R77 million (2009: R123 million). Sales (outside group) Key management personnel compensation: Short-term employee benefits Included in accounts receivable: Associates Common controlled entities 17 322 20 288 1 456 2 536 3 992 Included in accounts payable: Associates Common controlled entities 7 688 4 798 12 486 25. CASH GENERATED FROM OPERATIONS Profit before taxation Adjustments for: Unrealised foreign exchange losses Other non-cash items Share of equity-accounted investment earnings Depreciation and amortisation Loss on disposal of property, plant and equipment Interest received Financing costs Income of discontinuing operations Goodwill impairment Revaluation of aircraft below original cost Operating profit before working capital changes Working capital changes: Increase in inventories Decrease in trade and other receivables and prepayments Decrease in trade and other payables 21 593 7 197 (1 466) 24 410 680 (1 380) 3 961 1 047 56 042 (1 024) 15 752 (10 663) 60 107 26. TAXATION PAID Amounts unpaid at beginning of year Amounts charged to the income statement excluding deferred tax Other movements and translation differences Amount unpaid at end of year 2 911 (9 733) (3 906) (10 728) 18 961 24 656 700 4 265 4 965 13 550 9 274 22 824 23 022 14 339 (8 318) (667) 22 829 434 (4 475) 5 542 (191) 832 53 347 (793) 45 323 (52 847) 45 030 (6 886) (11 653) (329) (2 911) (21 779) 2009 R000

98

Wilderness Holdings Limited Annual Report 2010

WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED

NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS CONTINUED


for the year ended 28 February 2010 R000 27. ACQUISITION OF SUBSIDIARY COMPANIES Cost of investment in acquired subsidiary companies The fair value of assets acquired and the liabilities assumed on the acquisition of subsidiary companies, net of cash acquired, is as follows: Property, plant and equipment Goodwill arising on acquisitions Accounts receivable Inventories Cash acquired Accounts payable Tax liability Long-term liabilities Net deferred tax Minority interest 2009 R000

12 678 20 502 14 124 7 368 723 1 893 (29 557) (329) (3 451) (2 791) 4 196 12 678

28. ADDITIONS TO PROPERTY, PLANT AND EQUIPMENT Maintenance of operations: Vehicles, furniture, fittings and equipment Aircraft Leasehold land and property Work in progress

7 370 3 305 11 751 229 22 655

12 837 6 378 6 280 149 25 644 44 892 (4 156) 40 736

29. CASH AND CASH EQUIVALENTS AT END OF YEAR Cash resources Bank overdrafts

67 822 (4 262) 63 560

30. FINANCIAL INSTRUMENTS Financial risk management The Groups activities expose it to a variety of financial risks: market risk (including currency risk, fair value and cash flow interest rate risk and price risk), credit risk and liquidity. The Groups overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Groups financial performance. Risk management is carried out by a central treasury department under policies approved by the Board of Directors. The Group identifies, evaluates and hedges financial risks in close co-operation with the Groups operating units. The Board provides principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk and interest rate risk. Financial instruments Financial instruments carried on the statement of financial position include cash and bank balances, investments, loans, receivables, trade creditors and borrowings. The particular recognition methods adopted are disclosed in the individual policy statements associated with each item.

Credit risk
The financial assets of the Group which are subject to credit risk consist mainly of cash resources, loans and debtors. The cash resources are placed with reputable financial institutions. The Group continuously monitors defaults of customers and other counterparties, identified either individually or by group, and incorporates this information into its credit risk controls. The Groups policy is to deal only with creditworthy counterparties. The majority of the Groups receivables are comprised of related parties. The Groups management considers that all the above financial assets that are not impaired for each of the reporting dates under review are good credit quality, including those that are past due. None of the Groups financial assets are secured by collateral or other credit enhancements. Credit quality of counterparties are determined based on independent external credit ratings where these are available. Where no independent external credit ratings are available, management makes an internal assessment of credit quality based on factors such as analyses of the counterparties operations, major assets held, as well as past history of the Groups business transactions with the counterparties.

Wilderness Holdings Limited Annual Report 2010

99

WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED

NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS CONTINUED


for the year ended 28 February 30. FINANCIAL INSTRUMENTS (continued) Financial instruments (continued)

Credit risk (continued)


In respect of trade and other receivables the Group is not exposed to any significant credit risk or concentration of credit risk exposure. The credit risk for liquid funds and other short-term financial assets is considered negligible, since the counterparties are reputable banks with high quality external credit ratings.

Market risk
Foreign currency exchange risk The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US Dollar. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations. Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities are denominated in a currency that is not the entitys functional currency. The Group has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk. Currency exposure arising from the net assets of the Groups foreign operations is managed primarily through borrowings denominated in the relevant foreign currencies. The following table illustrates the sensitivity of the net result for the year and equity in regard to the Groups financial assets and liabilities and the US Dollar/Rand exchange rate. It assumes a 5% change of the US Dollar/Rand exchange rate for the year ended at 28 February 2010 (2009: 5%). These percentages have been determined based on the average market volatility in exchange rates in the previous twelve months. The sensitivity analysis is based on the Groups foreign currency financial instruments held at each balance sheet date. If the Rand had strengthened against the US Dollar by 5% (2009: 5%), then this would have had the following impact: 2010 2009 R000 R000 Loss/(gain) Loss/(gain) Net effect on after tax profits Equity An equal and opposite impact would occur in a 5% weakening of the Rand against the US Dollar. Cash flow and fair value interest rate risk The Groups income and operating cash flows are substantially independent of changes in market interest rates. The Groups interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. Fluctuations in interest rate impact on the value of short-term cash investment and financing activities, giving rise to interest rate risk. The cash is managed to ensure surplus funds are invested in a manner to achieve maximum returns while minimising risks. A 0,5% variation in interest rates on net interest bearing borrowings would have resulted in an increase in finance costs of R398 458 (2009: R253 958) for the Group with no effect on the Company. Price risk The Group does not have any exposure to security price risk. (790) 790 (404) 404

Liquidity risk analysis


Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. Due to the dynamic nature of the underlying businesses, the Group aims to maintain flexibility in funding by keeping committed credit lines available. The Group manages its liquidity needs by carefully monitoring scheduled debt servicing payments for long-term financial liabilities, cash-outflows due in day-to-day business and by ensuring that adequate unutilised borrowing facilities are maintained.

100

Wilderness Holdings Limited Annual Report 2010

WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED

NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS CONTINUED


for the year ended 28 February 30. FINANCIAL INSTRUMENTS (continued) Financial instruments (continued)

Liquidity risk analysis (continued)


As at 28 February 2010, the Groups liabilities have contractual maturities which are summarised below: All current liabilities are due within the next 12 months Long-term borrowings due as follows: Group 2010 R000 1-2 years 2-5 years After 5 years Total Categories of financial instruments Loans and receivables R000 2010 Financial assets Trade and other receivables Cash and other equivalents Fair value R000 10 253 8 220 2 487 20 960 2009 R000 8 843 10 680 4 145 23 668

38 320 66 248 104 568

38 320 66 248 104 568 46 447 42 904 89 351 Fair value R000

2009 Trade and other receivables Cash and other equivalents

46 447 42 904 89 351 Liabilities at amortised cost R000

2010 Financial liabilities Interest bearing borrowings Trade and other payables Other current financial liabilities

18 625 73 387 4 262 96 274

18 625 73 387 4 262 96 274

2009 Financial liabilities Interest bearing borrowings Trade and other payables Other current financial liabilities

10 087 67 956 2 496 80 539

10 087 67 956 2 496 80 539

Capital risk management


The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital structure consists of debt, which includes the borrowings disclosed in note 17, cash and cash equivalents and equity attributable to equity holders of the parent, comprising share capital, reserves and retained earnings as disclosed in the statement of changes in equity respectively. The Groups policy remains unchanged from the prior year. Management continually monitors the level of debt and equity and considers the entity to be adequately funded.

Wilderness Holdings Limited Annual Report 2010

101

WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED

NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS CONTINUED


for the year ended 28 February 31. SEGMENTAL REPORT For management purposes the Group is currently organised into four operating divisions which are the basis on which the Group reports its primary segmental information. Principal activities are as follows: Safari consulting Camp, lodge and safari explorations Transfer and touring Finance and asset management

Tour operating and destination management Lodge operations Air and road Holding company and asset financing Camp, lodge and safari explorations 2010 R000 130 809 25 008 87 374 5 657 12 770 20 253 14 400 5 853 (17 365) 2 888 2 888 142 (2 997) 33 819 852 852 213 102 172 944 40 158 2009 R000 130 639 30 221 78 599 5 112 16 707 7 488 10 249 (2 761) (15 591) (8 103) (132) (8 235) 65 (4 382) (12 552) (3 431) (15 983) (191) (16 174) 222 389 178 267 44 122

Safari consulting 2010 R000 Abridged statement of comprehensive income Revenue Namibia External Internal South Africa External Internal EBITDA Namibia South Africa Depreciation and amortisation Operating profit/(loss) before goodwill impairment Goodwill impairment Operating profit/(loss) Interest received Financing costs Share of associate company earnings Profit/(loss) before taxation Taxation Profit/(loss) after taxation continuing operations Loss after taxation discontinuing operations Profit/(loss) after taxation Gross assets Namibia South Africa 888 855 176 402 42 960 653 145 16 348 23 500 10 639 12 861 (3 347) 20 153 20 153 727 (462) 20 418 (9 935) 10 483 10 483 219 292 67 167 152 125 2009 R000 1 102 478 188 517 47 605 847 440 18 916 33 895 26 437 7 458 (3 618) 30 277 30 277 4 487 (234) 34 530 (11 151) 23 379 23 379 240 616 94 516 146 100

102

Wilderness Holdings Limited Annual Report 2010

WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED

NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS CONTINUED


for the year ended 28 February

Transfer and touring 2010 R000 69 269 12 451 32 863 15 400 8 555 4 760 3 836 924 (2 593) 2 167 2 167 135 (502) 1 800 (598) 1 202 1 202 24 880 20 906 3 974 2009 R000 74 690 13 146 35 862 11 840 13 842 1 108 758 350 (2 865) (1 757) (1 757) 113 (507) (2 151) 2 249 98 98 30 632 24 818 5 814

Finance and asset management 2010 R000 5 436 2 632 2 804 (1 395) (1 395) (1 105) (2 500) (2 500) 376 1 466 (658) (1 558) (2 216) (2 216) 82 150 82 150 2009 R000 5 599 2 795 2 804 4 592 4 592 (755) 3 837 (700) 3 137 (190) (419) 667 3 195 (1 649) 1 546 1 546 92 271 92 271

Intergroup eliminations 2010 R000 (203 674) 2009 R000 (214 335) 2010 R000 890 695 213 861 676 834 47 118 28 875 18 243 (24 410) 22 708 22 708 1 380 (3 961) 1 466 21 593 (11 272) 10 321 10 321 320 286 153 639 166 647

Total 2009 R000 1 099 071 231 884 867 187 47 083 37 444 9 639 (22 829) 24 254 (832) 23 422 4 475 (5 542) 667 23 022 (13 982) 9 040 (191) 8 849 330 689 161 138 169 551

(163 197)

(162 066)

(40 477) (219 138) (107 378) (111 760)

(52 269) (255 219) (136 463) (118 756)

Wilderness Holdings Limited Annual Report 2010

103

WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED

COMPANY STATEMENT OF COMPREHENSIVE INCOME


for the year ended 28 February Notes Other income Operating costs Operating (loss)/profit Interest received (Loss)/profit before taxation Taxation Total comprehensive (loss)/income for the year (Loss)/profit for the year attributable to: Owners of the Company Non-controlling interest 1 2010 R000 (3 497) (3 497) 2 723 (774) (706) (1 480) (1 480) (1 480) Total comprehensive (loss)/income for the year attributable to: Owners of the Company Non-controlling interest (1 480) (1 480) 2009 R000 50 000 (20 917) 29 083 3 603 32 686 (748) 31 938 31 938 31 938 31 938 31 938

104

Wilderness Holdings Limited Annual Report 2010

WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED

COMPANY STATEMENT OF FINANCIAL POSITION


as at 28 February Notes ASSETS Non-current assets Investment in subsidiaries Investment and loans in associates Other receivables Loans to related parties Deferred tax assets Current assets Other receivables and prepayments Cash and cash equivalents Total assets EQUITY AND LIABILITIES Equity attributable to owners of the Company Share capital and share premium Retained income Current liabilities Trade and other payables Tax liability Total equity and liabilities 10 9 8 3 4 5 6 7 2010 R000 60 961 39 510 2 575 12 087 6 789 293 293 61 254 21 667 673 20 994 39 587 39 511 76 61 254 2009 R000 61 999 22 645 2 305 36 959 90 1 818 1 287 531 63 817 23 147 673 22 474 40 670 39 831 839 63 817

Wilderness Holdings Limited Annual Report 2010

105

WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY


for the year ended 28 February Share capital R000 Balance at 1 March 2008 Total comprehensive income for the year Application of IAS 39 long-term loan amortised at cost Balance at 28 February 2009 Total comprehensive loss for the year Balance at 28 February 2010 3 3 3 Share premium R000 670 670 670 Retained income R000 5 987 31 938 (15 451) 22 474 (1 480) 20 994 Total equity R000 6 660 31 938 (15 451) 23 147 (1 480) 21 667

106

Wilderness Holdings Limited Annual Report 2010

WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED

COMPANY STATEMENT OF CASH FLOWS


for the year ended 28 February Notes Cash flow from operating activities Cash generated from operations Interest received Taxation (paid)/refunded Net cash (outflow)/inflow from operating activities Cash flow from investing activities Proceeds on disposal of investments Repayment of loans by/(investment in) subsidiaries Repayment of loan by/(investment in) associates Net cash inflow/(outflow) from investing activities Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year 14 12 13 2010 R000 490 1 (1 379) (888) 539 57 54 650 (238) 531 293 2009 R000 18 451 3 603 1 22 055 (22 289) 765 (21 524) 531 531

Wilderness Holdings Limited Annual Report 2010

107

WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED

NOTES TO THE COMPANY ANNUAL FINANCIAL STATEMENTS


for the year ended 28 February 2010 R000 1. OPERATING (LOSS)/PROFIT Operating (loss)/profit is arrived at after taking into account the following items: Auditors remuneration Current year fees Prior year fees Other services and expenses 2009 R000

121 19 140

110 191 241 542 20 201

Profit on disposal of investment Impairment of loans 2. TAXATION 2.1 Taxation charge Current taxation SA company taxation current year Deferred taxation current year (note 7) Total taxation charge 2.2 Reconciliation of taxation rate to profit before taxation Company normal tax rate Expenses disallowed for tax purposes Exempt income Effective taxation rate 3. INVESTMENT IN SUBSIDIARIES Shares at cost Represented by: The Namib Lodge Company (Pty) Limited Wilderness Safaris (Pty) Limited Wilderness Safaris Camps of South Africa (Pty) Limited* Safari Adventure Company (Pty) Limited* Sefofane Air (Pty) Limited

1 3 021

616 90 706 % 28,0 (119,2) (91,2) 39 510 R000 27 518 274 11 718 39 510

838 (90) 748 % 28,0 17,1 (42,8) 2,3 22 645 R000 10 653 274 11 718 22 645

A list of the companys subsidiaries are detailed on page 114. * Amounts less than thousands

108

Wilderness Holdings Limited Annual Report 2010

WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED

NOTES TO THE COMPANY ANNUAL FINANCIAL STATEMENTS


CONTINUED
for the year ended 28 February 2010 R000 4. INVESTMENT AND LOANS IN ASSOCIATES 50% investment in Desert Homestead (Pty) Limited* 33% investment in French Mauve Properties (Pty) Limited* 50% investment in Central African Wilderness Safaris (Pty) Limited* 2009 R000

French Mauve Properties (Pty) Limited denominated in rands, unsecured, bears interest at rates mutually agreed upon with no fixed repayment terms Total investment and loans in associates *Amounts less than thousands Name Desert Homestead Lodge (Pty) Limited French Mauve Properties (Pty) Limited Central African Wilderness Safaris (Pty) Limited 5. OTHER RECEIVABLES Due by acquirer The loans are denominated in Namibian dollars and are secured by the pledge of 140 000 A Class ordinary shares in the Namibian Lodge Company (Pty) Limited, repayable by October 2015 and bear interest at 1% below the Namibian prime commercial rate. 6. LOANS TO RELATED PARTIES Subsidiary companies Wilderness Safaris Camps of South Africa (Pty) Limited (note 6.1) Other group companies Namib Travel Shop (Pty) Limited (note 6.2) Wilderness Safaris Manzengwena (Pty) Limited (note 6.1) Pafuri Camp (Pty) Limited (note 6.1)* Wilderness Safaris Maputaland (Pty) Limited (note 6.1)* Banzi Safari Lodge (Pty) Limited Safari Adventure Company (Pty) Limited (note 6.1)* Rocktail Bay Lodge (Pty) Limited (note 6.1)* Impairment of loans Country of incorporation Namibia South Africa Malawi Nature of business Lodges and travel shop Property investment Lodge business

2 575 2 575

2 305 2 305

Interest held % 40 33 50 R000 12 087 40 33 50 R000

3 047 2 725 636 22 064 4 086 379 6 686 36 576 (32 834) 3 742

3 047 29 874 636 22 064 4 086 5 890 379 6 686 69 615 (35 703) 33 912 36 959

Non-current assets

6 789

*The amount due has been subordinated until such time as the assets of the entities, fairly valued, exceed its liabilities 6.1 Denominated in Rands, unsecured, interest free with no fixed terms of repayment. 6.2 Denominated in Rands, unsecured, bears interest at prime less 2% with no fixed repayment terms.

Wilderness Holdings Limited Annual Report 2010

109

WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED

NOTES TO THE COMPANY ANNUAL FINANCIAL STATEMENTS


CONTINUED
for the year ended 28 February 2010 R000 7. DEFERRED TAX ASSETS Balance at beginning of year (Reversal)/charge for the year Balance at end of year Deferred tax asset Temporary differences comprise: Other temporary differences 8. OTHER RECEIVABLES AND PREPAYMENTS Other receivables The carrying value of other receivables approximates their fair value. 9. SHARE CAPITAL AND SHARE PREMIUM Authorised 400 000 ordinary shares of 1 cent each Issued 300 000 (2009: 300 000) ordinary shares of 1 cent each Share premium 90 (90) 2009 R000 90 90 90 1 287

400 3 670 673

400 3 670 673

The unissued shares are under the control of the directors subject to receiving approval of 85% of the shareholders. 10. TRADE AND OTHER PAYABLES Trade payables related parties Accrued expenses and other payables 39 391 120 39 511 The carrying value of liabilities approximates their fair value. Trade accounts payable will be settled in normal trade operations. 11. RELATED PARTY TRANSACTIONS Included in trade payables Wilderness Safaris (Pty) Limited Sefofane Air (Pty) Limited (Namibia) 39 677 154 39 831

39 367 24 39 391

39 653 24 39 677

Directors and director related entities Included in trade and other receivables are amounts owing by directors and by entities controlled by directors as follows: Balance at beginning of year Amounts advanced Repayments Balance at end of year 275 (275)

110

Wilderness Holdings Limited Annual Report 2010

WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED

NOTES TO THE COMPANY ANNUAL FINANCIAL STATEMENTS


CONTINUED
for the year ended 28 February 2010 R000 12. CASH GENERATED FROM OPERATIONS (Loss)/profit before taxation Adjustments for: Other non-cash items Interest received Profit on disposal of investment Impairments/(recoupments) Operating profit before working capital changes Working capital changes: Decrease in other receivables and prepayments (Decrease)/increase in trade and other payables (774) (2 723) (1) 3 021 (477) 1 287 (320) 490 13. TAXATION (PAID)/REFUNDED Amounts unpaid at beginning of year Amounts charged to the income statement excluding deferred tax Amount unpaid at end of year (839) (616) 76 (1 379) 14. CASH AND CASH EQUIVALENTS AT END OF YEAR Cash resources 293 2009 R000 32 686 (50 000) (3 603) 20 201 (716) 5 19 162 18 451 (838) 839 1 531

Wilderness Holdings Limited Annual Report 2010

111

SUBSIDIARY COMPANIES OF WILDERNESS HOLDINGS LIMITED


as at 28 February 2010 Nature of business Active subsidiaries Incorporated in Botswana Baobab Safari Lodge (Pty) Limited Delta Solutions (Pty) Limited Flamingo Investments (Pty) Limited Game Management Consultants (Pty) Limited Great Explorations (Pty) Limited Linyanti Investments (Pty) Limited Micheletti Bates Safaris (Pty) Limited Northern Air Maintenance (Pty) Limited Okavango Wilderness Safaris (Pty) Limited Paddle Safaris (Pty) Limited Safari Adventure (Pty) Limited Sefofane (Pty) Limited Sefofane Aviation Holdings (Pty) Limited Waves of Africa Tours (Pty) Limited Incorporated in Zambia African Experience Limited Luamfwa Lodge Limited Wilderness Safaris Zambia Limited Wilderness Tours Limited The Zambian Touring Company Limited Sefofane Limited Incorporated in Zimbabwe Bamberg Investments (Pvt) Limited Muroti Investments (Pvt) Limited Underneath Trading (Pvt) Limited Wilderness Camps of Zimbabwe (Pvt) Limited Wilderness Safaris Finance & Investments Company (Zimbabwe) (Pvt) Limited Wilderness Safaris Zimbabwe (Pvt) Limited Woodvalley Lodge (Pvt) Limited Incorporated in Bermuda Wilderness Safaris Limited Incorporated in Luxembourg Norisco Holdings SA Incorporated in Seychelles North Island Company Limited Shares in issue Effective holding 2010 2009 % %

B E B D B B B C C D D D C D

2 698 100 300 200 100 40 000 5 000 100 100 000 102 100 50 000 100 100

25,84 100,00 50,00 100,00 100,00 95,00 100,00 100,00 100,00 50,00 70,00 100,00 100,00 50,00

25,84 100,00 50,00 100,00 100,00 95,00 100,00 100,00 99,00 50,00 70,00 100,00 100,00 50,00

B B B C D D

500 000 20 000 000 5 000 000 5 000 000 500 5 000

100,00 100,00 90,00 89,00 45,00 100,00

100,00 100,00 90,00 89,00 45,00 100,00

C B D B B B B

10 000 10 000 100 100 000 1 000 10 000 100

99,00 27,06 50,00 27,06 100,00 100,00 27,06

99,00 27,06 50,00 27,06 100,00 100,00 27,06

12 000

100,00

100,00

19 600

20,00

20,00

6 700

20,00

20,00

112

Wilderness Holdings Limited Annual Report 2010

SUBSIDIARY COMPANIES OF WILDERNESS HOLDINGS LIMITED


CONTINUED
as at 28 February 2010 Nature of business Non-trading companies Botswana Green Wilderness (Pty) Limited Mowana Consultants (Pty) Limited Sefofane Capital (Pty) Limited Sefofane Flight Training Centre (Pty) Limited Wilderness Air (Pty) Limited Okavango Wilderness Safaris Lodges (Pty) Limited Zimbabwe Berryland Investments (Pvt) Limited (Dormant) Mana Pools Wildlife Safaris (Pvt) Limited (Dormant) Birding Safaris (Pvt) Limited Ruckomechi (Pvt) Limited Werburgh Marketing (Pvt) Limited Zambezi Spectacular (Pvt) Limited A = Safari consultancy B = Camp, lodges and safari explorations C = Finance and asset management D = Transfer and touring E = Training F = Non-trading Shares in issue Effective holding 2010 2009 % %

F F F E F F

100 150 100 100 100 10 000

100,00 40,00 100,00 100,00 100,00 100,00

100,00 40,00 100,00 100,00 100,00 100,00

B B F F F F

10 000 250 000 100 100 100 100

27,06 27,06 50,00 27,06 100,00 100,00

27,06 27,06 50,00 27,06 100,00 100,00

Wilderness Holdings Limited Annual Report 2010

113

SUBSIDIARY COMPANIES OF WILDERNESS SAFARIS INVESTMENT AND FINANCE (PROPRIETARY) LIMITED


as at 28 February 2010 Nature of business Incorporated in South Africa French Mauve (Pty) Limited Gugulesizwe Cultural Centre (Pty) Limited Pafuri Camp (Pty) Limited Rocktail Bay Lodge (Pty) Limited Sefofane Aircharters (Pty) Limited Wildair Charters (Pty) Limited Wilderness Manzengwena Camp (Pty) Limited Wilderness Safari and Adventure Company (Pty) Limited Wilderness Safaris (Pty) Limited Wilderness Safaris Camps of South Africa (Pty) Limited Wilderness Safaris Maputaland (Pty) Limited Incorporated in Namibia Damaraland Camp (Pty) Limited Desert Homestead Lodge (Pty) Limited Doro Nawas Camp (Pty) Limited Kalahari Travel Centre (Pty) Limited Kavango Safaris (Pty) Limited Kulala (Pty) Limited Kupenda Properties (Pty) Limited Lianshulu Lodge (Pty) Limited Namib Travel Shop (Pty) Limited Namib Wilderness Safaris (Pty) Limited Namibia Cultural Adventures (Pty) Limited Namibia Tracks and Trails (Pty) Limited Palmwag Lodge (Pty) Limited Sefofane Air (Pty) Limited Serra Cafema Camp (Pty) Limited Skeleton Coast (Pty) Limited Taimibia (Pty) Limited The Namib Lodge Company (Pty) Limited Incorporated in Malawi Central African Wilderness Safaris Limited A = Safari consultancy B = Camp, lodges and safari explorations C = Finance and asset management D = Transfer and touring E = Training F = Non-trading C B B B D D B B A B B Shares in issue Effective holding 2010 2009 % % 33,30 50,00 100,00 69,00 100,00 100,00 72,50 100,00 100,00 100 80,00 33,30 100,00 100,00 69,00 100,00 100,00 100,00 100,00 100,00 100,00 80,00

100 100 466 000 100 100 100 100 100 000 2 000

B B B D B B B B A B A A B D B B C B

100 100 100 100 200 100 100 100 200 100 100 100 300 100 100 100 1 333 333

60,00 50,00 55,00 0,00 100,00 400 100,00 56,00 100,00 100,00 0,00 75,00 100,00 100,00 100,00 100,00 100,00 89,50

0,00 40,00 60,00 80,00 67,00 100,00 100,00 56,00 100,00 100,00 50,00 75,00 100,00 100,00 100,00 0,00 100,00 100,00

100 000

50,00

50,00

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Wilderness Holdings Limited Annual Report 2010

WILDERNESS HOLDINGS LIMITED

NOTICE OF ANNUAL GENERAL MEETING


Notice is hereby given that the 1st Annual General Meeting of shareholders of Wilderness Holdings Limited will be held at the Grand Palm Conference Centre, Bonnington Farm, Molepolole Road, Gaborone, Botswana on Tuesday, 31 August 2010 at 11:00 am, for the purpose of transacting the following agenda.

AGENDA
1. 2. 3. To read the notice convening the meeting. To receive and approve the audited financial statements for the year ended 28 February 2010. To elect the following directors, who are recommended by the board for election as directors: The retiring directors are eligible and offer themselves for re-election: 3.1 Derek de la Harpe (new appointment) 3.2 Russel Friedman (new appointment) 3.3 Rolf Hartmann (new appointment) 3.4 John Gnodde (new appointment) 3.5 John Hunt (new appointment) 3.5 Roux Marnitz (new appointment) 3.6 Andrew Payne (new appointment) 3.7 Robert Polet (new appointment) 3.9 Parks Tafa (new appointment) 3.10 Marcus Ter Haar (new appointment) 3.11 Gavin Tollman (new appointment) 3.12 Michael Tollman (new appointment) 3.13 David van Smeerdijk (new appointment) 3.14 Jochen Zeitz (new appointment) 4. 5. 6. 7. To approve the remuneration for the directors for the year ended 28 February 2010. To approve the remuneration of the auditors for the past financial year. To appoint auditors for the ensuing year and to fix their remuneration. To transact other such business as may be transacted at an Annual General Meeting.

VOTING AND PROXIES


A member entitled to attend and vote may appoint a proxy to attend and vote on their behalf, and such proxy need not be a member of the Company. The instrument appointing such a proxy must be deposited at the transfer secretaries not more than 48 hours and not less than 24 hours before the meeting. A proxy form is enclosed with this notice. On a show of hands or by voice, every shareholder of the Company present in person or represented by proxy shall have only one vote in respect of the number of shares he holds or represents. On a poll, every shareholder of the Company present in person or represented by proxy shall have one vote for every share held in the Company by such shareholder or for every share represented by a proxy. A resolution put to the vote shall be decided by a show of hands or by voice unless a poll is demanded (on or before the declaration of the result on a show of hands) by not less than five (5) shareholders having the right to vote at the meeting, a shareholder representing not less than 10% of the total voting rights of all shareholders having the right to vote at the meeting or the Chairperson of the meeting. Shareholders who hold their shares in certificated form or are own name registered dematerialised shareholders and who are unable to attend the annual general meeting, but wish to be represented at the annual general meeting, must complete and return the form of proxy attached in accordance with the instructions contained therein to be received by the transfer secretaries not more than 48 hours and not less than 24 hours before the meeting.

Wilderness Holdings Limited Annual Report 2010

115

WILDERNESS HOLDINGS LIMITED

NOTICE OF ANNUAL GENERAL MEETING CONTINUED


Other shareholders who hold their shares in uncertificated form through a Central Securities Depository Participant (CSDP) or broker and who wish to vote by way of proxy at the annual general meeting, should provide their CSDP or broker with their voting instructions, in terms of the custody agreement entered into between such shareholders and their CSDP or broker. These instructions must be provided to the CSDP or broker by the cut-off time and date advised by the CSDP or broker for instructions of this nature; if however, such shareholders wish to attend the annual general meeting in person, then they will need to request their CSDP or broker to provide them with a Letter of Representation in terms of the custody agreement entered into between the dematerialised shareholder and their CSDP or broker. By order of the board

JA Swanepoel Transfer secretaries

Botswana
Transaction Management Services (Proprietary) Limited, trading as Corpserve Botswana First Floor, Unit 3, Block A Kwena House, Plot 117, GIFP Kgale View Gaborone, Botswana Tel: +267 393 2244 Fax: +267 393 2243

South Africa
Computershare Investor Services (Proprietary) Limited 70 Marshall Street Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) Republic of South Africa Tel: +27 11 370 5000 Fax: +27 11 688 7721/2

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Wilderness Holdings Limited Annual Report 2010

WILDERNESS HOLDINGS LIMITED

FORM OF PROXY
WILDERNESS HOLDINGS LIMITED Incorporated in Botswana (Registration number 2004/2986) Registered as an external company in South Africa (Registration number 2009/022894/10) Share code: WIL ISIN: BW0000000868 (Wilderness or the Company) Only for use by shareholders of Wilderness shares in certificated or dematerialised own name registered form. Other dematerialised shareholders must inform their CSDP or broker of their intention to attend the annual general meeting to be held at Grand Palm Conference Centre, Bonnington Farm, Molepolole Road, Gaborone, Botswana on Tuesday, 31 August 2010 at 11:00 am, in order that the CSDP or broker may issue them with the necessary Letters of Representation to attend, or provide the CSDP or broker with their voting instructions should they not wish to attend the annual general meeting in person. I/We of Telephone (work) (area code and number) being a shareholder of Wilderness and holder of 1. Telephone (home) (area code and number) number of ordinary shares, hereby appoint or failing him/her (Full name in BLOCK LETTERS please) (address)

2. or failing him/her the Chairman of the annual general meeting as my/our proxy to attend, speak out and, on a poll, vote for me/us and on my/our behalf at the annual general meeting of the Company to be held in Gaborone on Tuesday, 31 August 2010 at 11:00 am and at any adjournment thereof for the purpose of considering, and if deemed fit, passing with or without modification, the resolutions and/or abstain from voting as indicated on the resolution to be considered at the said meeting. FOR 1. To take notice convening the meeting as read 2. To adopt the audited annual financial statements for the year ended 28 February 2010 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 To re-elect Derek de la Harpe as a director of the Company To re-elect Russel Friedman as a director of the Company To re-elect Rolf Hartmann as a director of the Company To re-elect John Gnodde as a director of the Company To re-elect John Hunt as a director of the Company To re-elect Roux Marnitz as a director of the Company To re-elect Andrew Payne as a director of the Company To re-elect Robert Polet as a director of the Company To re-elect Parks Tafa as a director of the Company AGAINST ABSTAIN

3.10 To re-elect Marcus Ter Haar as a director of the Company 3.11 To re-elect Gavin Tollman as a director of the Company 3.12 To re-elect Michael Tollman as a director of the Company 3.13 To re-elect David van Smeerdijk as a director of the Company 3.14 To re-elect Jochen Zeitz as a director of the Company 4. To approve the remuneration for the directors for the year ended 28 February 2010 5. To approve the remuneration of the auditors for the past financial year 6. To appoint auditors for the ensuing year and to fix their remuneration Please indicate with an X in the spaces above how you wish your votes to be cast. If no indication is given the proxy will vote or abstain at his/her discretion. Any member of the Company entitled to attend and vote at the Annual General Meeting may appoint a proxy or proxies to attend, speak and vote in his/her stead. A proxy need not be a member of the Company. Every person present and entitled to vote at the Annual General Meeting shall, on a show of hands, have one vote only, but in the event of a poll, every share shall have one vote. Please read the notes and instructions applying on the reverse hereof. Signed at Name (Name in BLOCK LETTERS please) Assisted by me Full names of signatory/ies if signing in a representative capacity on Signature 2010

(Name in BLOCK LETTERS please)

Wilderness Holdings Limited Annual Report 2010

WILDERNESS HOLDINGS LIMITED

NOTES TO FORM OF PROXY


Instruction for signing and lodging this Form of Proxy 1. A Wilderness shareholder may insert the name of a proxy or the names of two alternative proxies of the Wilderness shareholders choice in the space/s provided, with or without deleting the Chairman of the annual general meeting, but any such deletion must be initialled by the Wilderness shareholder concerned. The person whose name appears 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.

2. Please insert an X in the relevant spaces according to how you wish your votes to be cast. However, if you wish to cast your votes in respect of a lesser number of shares than you own in Wilderness, insert the number of ordinary shares held in respect of which you desire to vote. Failure to comply with the above will be deemed to authorise the proxy to vote or to abstain from voting at the annual general meeting as he/she deems fit in respect of all the shareholders votes exercisable thereat. A Wilderness shareholder or his/her proxy is not obliged to use all the votes exercisable by the Wilderness share holder or by his/her proxy, but the total of the votes cast and in respect whereof abstentions are recorded may not exceed the total of the votes exercisable by the shareholder or by his/her proxy. 3. The date must be filled in on this proxy form when it is signed. 4. The completion and lodging of this form of proxy will not preclude the relevant Wilderness shareholder from attending the annual general meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof. Where there are joint holders of shares, the vote of the senior joint holder who tenders a vote, as determined by the order in which the names appear in the register of members, will be accepted. 5. 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 transfer secretaries or waived by the Chairman of the annual general meeting of Wilderness shareholders. 6. Any alterations or corrections made to this form of proxy must be initialled by the signatory/ies. 7. A minor must be assisted by his/her parent or guardian unless the relevant documents establishing his/her legal capacity are produced or have been registered by transfer secretaries. 8. Forms of proxy must be received by the transfer secretaries, Transaction Management Services (Proprietary) Limited, trading as Corpserve Botswana, First Floor, Unit 3, Block A, Kwena House, Plot 117, GIFP, Kgale View, Gaborone, Botswana (Private Bag 149, Suite 117 Postnet, Kgale View, Gaborone) or Computershare Investor Services (Proprietary) Limited at 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) not more than 48 hours and not less than 24 hours before the meeting. 9. The Chairman of the annual general meeting may reject or, provided that the Chairman is satisfied as to the manner in which a member wishes to vote, accept any form of proxy, in his absolute discretion, which is completed other than in accordance with these notes. 10. If required, additional forms of proxy are available from the transfer secretaries. 11. Wilderness shareholders who are unable to attend any adjourned meeting may lodge their form of proxy for such adjourned meeting with the Company not more than 48 hours and not less than 24 hours before the adjourned meeting. 12. Dematerialised shareholders, other than with own name registration, must NOT complete this form of proxy and must provide their CSDP or broker with their voting instructions in terms of the custody agreement entered into between such shareholders and their CSDP or broker.

WILDERNESS HOLDINGS LIMITED

CORPORATE INFORMATION
Incorporated in the Republic of Botswana Registration number 2004/2986 Registered address Plot 1 Mathiba Road Maun, Botswana Private Bag 14, Maun, Botswana Company Secretary Desert Secretarial Services (Pty) Limited Deloitte & Touche House Plot 50664 Fairgrounds Office Park Gaborone, Botswana Auditors Deloitte & Touche Deloitte & Touche House Plot 50664 Fairgrounds Office Park Gaborone, Botswana PO Box 778, Gaborone, Botswana Bankers First National Bank Botswana Ngami Centre Plot 152 Maun, Botswana Private Bag 231, Maun, Botswana Sponsoring broker Capital Securities (Pty) Limited Ground Floor, Exchange House Plot 64511 Fairgrounds Gaborone, Botswana Private Bag 173, Gaborone, Botswana Transfer secretaries Transaction Management Services (Pty) Limited, trading as Corpserve Botswana First Floor, Unit 3, Block A Kwena House Plot 117, GIFP Kgale View Gaborone, Botswana Private Bag 149, Postnet, Kgale View, Suite 117, Gaborone
Disclaimer Statements in this report include forward-looking statements that express or imply expectations of future events or results. Information statements contained in this annual report that are not historical facts are considered forward-looking statements. Although Wilderness believes that the assumptions inherent in the forward-looking statements are reasonable, investors are cautioned that forward-looking information is subject to various risks and uncertainties, many of which are difficult to predict and beyond the control of Wilderness. Undue reliance should therefore not be placed on these forward-looking statements, which only apply as of the date of this report. Wilderness disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Registered as an external company in South Africa Registration number 2009/022894/10 Registered address 373 Rivonia Boulevard Rivonia, South Africa PO Box 5219, Rivonia, 2128, South Africa Company Secretary JA Swanepoel 373 Rivonia Boulevard Rivonia, South Africa PO Box 5219, Rivonia, 2128, South Africa Auditors Deloitte & Touche Building 1 The Woodlands Woodlands Drive Woodmead, South Africa Private Bag X6, Gallo Manor, 2052, South Africa Bankers The Standard Bank of South Africa Limited 7th Floor, Standard Bank Centre 3 Simmonds Street Johannesburg, 2001, South Africa Sponsor Rand Merchant Bank A division of FirstRand Bank Limited 1 Merchant Place Corner Fredman Drive and Rivonia Road Sandton, 2196, South Africa PO Box 786273, Sandton, 2146, South Africa Transfer secretaries Computershare Investor Services (Pty) Limited 70 Marshall Street Johannesburg, 2001, South Africa PO Box 61051, Marshalltown, 2107, South Africa

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