FOR OFFICIAL USE ONLY

SERVICE FEE PAID

(SCHEDULE L)

SECTION 15B

FORM A

SURPLUS APPORTIONMENT SCHEME OF THE PRESTOLITE PENSION FUND (12/8/27521)(“the Fund”) IN TERMS OF SECTION 15B(1)

1. The liquidator of the Fund has determined the following scheme for the apportionment of actuarial surplus to be submitted to the Registrar for consideration.

2. The actuarial surplus apportionment is sufficient that a balance will remain to be equitably split between active members, pensioners, former members and the employer. ("Residual" distribution)

3. The surplus apportionment date (SAD) is 30 June 2002 and was determined as follows:

	Tick	Insert date
Statutory actuarial valuation date after 7 Dec 2001	√

4. If the date was advanced, kindly furnish reasons for such advancement:

Not applicable

5. The Fund is not a Bargaining Council Fund.

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6. The membership of the Fund, including the number of eligible former members, as at the SAD is as follows:

	Number
Active members	238
Pensioners	44
Deferred pensioners	3
Former members	547

7. The Fund is a defined benefit fund. An actuarial valuation as at SAD reflects the financial position of the Fund as the following:

		R'000	R'000
ASSETS
7.1	Fair value of assets		39,586
7.2	Actuarial value of assets*¹		412
7.3	Investment reserve account*		0
		TOTAL ASSETS	39,998
LIABILITIES
7.4	Active members		20,384
7.5	Pensioners with purchased pensions		2,303
7.6	Pensioners paid by the Fund		9,911
7.7	Deferred pensioners		659
		TOTAL LIABILITIES	33,257
CONTINGENCY RESERVES
7.8	Data reserve		467
7.9	Surplus apportionment cost reserve		830
		TOTAL CONTINGENCY RESERVES	1,297
		SURPLUS²	5,444

¹The actuarial value of assets includes the discounted value of the estimated net future recoveries of assets as agreed with the Financial Services Board on 26 March 2010, including rectifications received from Lucas Pension Fund, Demutualisation and Listing repayments i.r.o. pensioners and a provision for future closure and liquidation expenses (refer valuation report for details). ²Surplus equals Total Assets – Total Liabilities – Total Contingency Reserves

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8. The Liquidator has investigated the financial history of the Fund and determined the utilisation of actuarial surplus which falls within the uses defined in terms of section 15B(6).

The investigation was conducted for the time period commencing on 1 June 1992 (the Fund's commencement date) until the surplus apportionment date of the Fund.

Acting on the Liquidator's instructions, the actuary has determined the amount of surplus utilised at the effective date of each such instance, and accumulated such amount to the surplus apportionment date:

Description	Effective Date	Paragraph in section 15B(6) under which the instance falls	Amount of surplus utilised at the effective date accumulated to the surplus apportionment date. (note 1)	Whether the Liquidator is applying for this to be excluded from the apportionment (Yes / No) (note 2)
Employer contribution holiday	30 June 2002	(b)(iv)	910,967	No
Total excluding items for which the Liquidator will be applying for exemption			910,967

The employer repaid an amount of R500,000 in September 2005 which has been included in the valuation of the cashflows of the Fund after the surplus apportionment date.

9. The actuarial surplus available for apportionment is therefore as follows:

	R'000
SURPLUS AS REVEALED IN THE VALUATION³	5,444
SURPLUS UTILISED IMPROPERLY⁴	0
ACTUARIAL SURPLUS⁵	5,444

³ Refer to § 7 ⁴The Liquidator has partly recovered the assets and these have already been included in the actuarial surplus in the valuation. It would not be prudent to include any further amounts until they are recovered. Future recoveries will therefore be added to the distributable surplus and used to increase the surplus benefit payments to stakeholders ⁵Actuarial surplus equals surplus as revealed in the valuation plus surplus utilised improperly

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10. The cost to top up former members and pensioners to minimum benefit levels as a prior charge against actuarial surplus is:

	R'000
Pensioners (negligible amount)	0
Former Members	4,513
TOTAL TOP-UP COST	4,513

11. The actuarial surplus will be apportioned between the stakeholder classes as follows, giving the estimated Rand shares and the proportion of the total:

	R'000	%
FIRST TIER DISTRIBUTION
Pensioners (negligible amount)	0	0%
Former members	4,513	83%
RESIDUAL DISTRIBUTION
Contingency reserve for former members whose benefits could not be calculated ⁶	931	17%
Active members	0	0
Pensioners	0	0
Deferred pensioners	0	0
Employer	0	0
TOTAL⁷	5,444	100%

12. The amounts apportioned will be applied as follows:

Class of stakeholder	Manner in which the actuarial surplus will be applied for their benefit
Former members	Cash payment to provide a proportionate top-up to the minimum benefit.
Active members	Not applicable
Pensioners	A pension increase to the minimum benefit level for one pensioner
Deferred pensioners	Not applicable
Employer	Not applicable

⁶ This is the current estimated value of the minimum benefits for former members whose minimum benefit could not be calculated. ⁷ The total must equal the actuarial surplus as determined in § 9

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13. Any stakeholder included in the apportionment of actuarial surplus who is an active member as at SAD and no longer an active member as at the date of approval of this scheme, will have the actuarial surplus be applied for their benefit in the same manner as that of former members as at SAD. One pension paid from the Fund will need a negligible minimum pension increase.

14. The surplus due to any stakeholder as a result of a surplus apportionment scheme approved by the Registrar shall be increased or decreased with fund return from the surplus apportionment date until the surplus is awarded, paid or allocated.

15. The Liquidator approved the surplus apportionment scheme.

16. The person appointed by the Liquidator to represent the interests of former members:

Full Name:	Raymond Scott Hislop
Address:	PO Box 84041, Greenside, Johannesburg, 2034
Telephone number:	011 4779084
Mobile number:	082 5706124
E-mail address:	None
Occupation:	Retired Chartered Accountant
Relation to Fund:	None

17. The steps taken to identify and contact former members and obtain sufficient information to enable the calculations of any top up benefit were as follows:

The former member records were extracted from the Administrator's systems Old Mutual, CCI Integrated Sovereign Fairsure and Alexander Forbes and advertisements were placed for members to register their details.

A copy of the advertisements placed by the Liquidator are enclosed.

18. Former members were taken into account as follows:

	Number	%
Former members for whom the calculations could be performed and who could be traced to make payment:	81	15%
Former members for whom the calculations could be performed but who cannot be traced:	404	74%
Former members, who have been traced but in respect of whom insufficient information could be obtained to enable the calculations to be performed (note 3):	48	9%

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Former members, who have neither been traced, nor in respect of whom the Liquidator has obtained sufficient information to enable the calculations to be performed (note 3):	14	2%
Total	547	100%

Notes: (1) The Liquidator is required to provide its best estimate of the total number of former members who left the fund between 1 January 1980 and the surplus apportionment date.

(2) The Liquidator may have been able to obtain sufficient data from the administrators of the fund or the employer to enable the calculations to be performed, but cannot trace the former members. The top up benefits due to these former members should be reflected in the accounts of the fund as outstanding benefits. The Liquidator of the Fund is required to explain the further steps envisaged in tracing these former members:

A tracing agent will be employed to obtain former member details for those who have not responded. There is an allowance in the expense budget for this tracing exercise.

(3) Where the fund has not been able to trace the members at all, and the fund has insufficient information to enable the calculations to be performed, or the fund has traced the members but has not been successful in obtaining sufficient information to enable the benefit to be calculated, the Liquidator may set aside a contingency reserve or may offer these members an amount in settlement of any claim they might have.

19. The report by the person who represented the interests of former members on the steps taken to identify former members and obtain sufficient information to enable the calculations of any top up benefit, and on the equity of the apportionment to them, is enclosed with this application.

20. Is the apportionment directly or indirectly based on any written agreement between the employer, the fund, the members and / or any third party?

No

21. The employers, former members, pensioners and the active members have been informed of the scheme in a manner consistent with the criteria set out in the Section 15 Directive, and have been given at least 12 (twelve) weeks in which to object to the scheme.

Start date of 12-week period: 23 May 2011 End date of 12-week period: 22 August 2011

22. A copy of the information pack given to members, including any written statements and a copy of any presentation made to them is included with this scheme documentation.

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23. The objections have been considered by the Liquidator of the fund. The complaints are summarised in Appendix 1 which also contains the response by the Liquidator.

24. The apportionment described above is, in the opinion of the Liquidator, reasonable and equitable in respect of all classes of stakeholders.

25. The following claims⁸ against the fund were not taken into account when determining the distribution of actuarial surplus:

Not applicable.

(noting that such claims should exclude any claims which have been recognised as liabilities by the Liquidator and the valuator)

26. Surplus apportioned to former members who cannot be traced shall constitute unclaimed benefits.

27. Any over budgeted amounts shall be included in distributable surplus within the bounds of practicality, prior to the final payments being made.

28. The surplus due to any stakeholder as a result of a surplus apportionment scheme approved by the Registrar shall be increased or decreased with fund return from the surplus apportionment date until the surplus is awarded, paid or allocated.

29. In terms of the communication to stakeholders, the Liquidator has decided that any future recoveries, after deducting associated expenses in excess of the provision made, will be added to the contingency reserve which was set up to provide minimum benefit upgrades, where necessary, to those former members who have been excluded since their benefit could not be calculated (62 former members), but may later be traced before the scheme is approved by the Registrar and provide the required information, or reach a settlement with the Fund.

The value of these approximate minimum benefit upgrades was estimated to be R1,092,000 in respect of 30 of these 62 former members. Should the final value of these claims and expenses exceed the contingency reserve, the claims will be reduced pro-rata to the amount available.

Should the value of the contingency reserve exceed the value of the claims and expenses, then any balance will be split proportionately between the minimum benefits of all former members (including those who did not qualify for a minimum benefit upgrade) and the reserves of pensioners and deferred pensioners at the surplus apportionment date.

There will be no allocation of surplus to the employer since it had benefited by way of past contribution holidays.

The payments to former members may be effected in a number of instalments as the financial position of the Fund allows. A number of claims of former members are still being ratified at this stage and these will be included in the apportionment if possible.

⁸ These do not refer to outstanding benefits or creditors, both of which should be taken into account as liabilities if transferred; these refer to pending litigation or complaints in which members or former members are demanding adjustment to amounts previously paid or to accrued liabilities which are being transferred.

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DECLARATION

I, in my capacity as Liquidator of the Prestolite Pension Fund (12/8/27521) declare that the information given above and in the Forms hereto is, to the best of my knowledge and belief, correct and complete.

[Signature]

SIGNATURE: [Signature] LIQUIDATOR: [Signature] ANTONY LOUIS MOSTERT DATE: 9/10/11