Dear Robin, thank you for you reply (copied below in response to my original message). I am afraid that your reply is most unsatisfactory. 1. W.J. Tamé Ltd founder shares I simply asked if you had information that could indicate how W.J. Tamé Ltd apparently acquired 44 additional Founder shares between 1993 and 1996. I would need to check all the annual returns, but from copies that I have it would seem that the W.J. Tamé Ltd Founder shareholding of 215 Founder shares in 1996 remained unchanged throughout your term as Managing Director. So you seem not to have queried this number of 215 in spite of their being no record of how Tame acquired the 44 Founder shares. You also seem not to have queried the fact that while a 1997 board meeting agreed to convert a W.J. Tamé loan into 168173 Ordinary shares, the share certificate in fact says they are Founder shares. To add injury to insult, the minutes of the same Board meeting refer to the same loan also involving conversion to Founder shares as well as Ordinary (my notes say to 160 Founder shares with the certificate saying 168 Founder shares, but here I need to check the minutes that I do not have at hand). I am contacting the lawyer that arranged the transfer of your shares to Dennis to see if he has information detailing the W.J. Tamé shareholding when you sold your shares. As thing stand right now we are missing records for 44 W.J. Tamé shares and have the curious problem that W.J. Tamé had a loan that was converted in 1997 to two lots of Founder shares (168173 Founder shares and 160 - or perhaps 168 - Founder shares). This does not reflect well on how the Kwamtili Estate Ltd was managed after 1996 and its status when you sold your shareholding. The number of W.J. Tamé shares also bears on the issue as to whether your appointment as Manging Director (presumeably via a separate agreement - see below) received the necessary 75% of the total voting power. Perhaps you could check you records again to see if you have any further information concerning W.J. Tamé shares. 2. Share certficate 58 My apologies. Perhaps I was not clear. Share Certificate No. 58 is for 168 Founder shares with W.J. Tamé Ltd as the Registered Proprietor (6 June 1997), not Jane Tamé (one tends to say "Tamé" meaning "W.J. Tame Ltd"). The minutes of a 1997 Board meeting say that a loan was converted into 168173 Ordinary shares (and a share certificate issued.) You say "He like me, would like to know how Jane Tame got share certificate 58. Certainly there is no mention in the 1997 meetings confirmatory notes." So there is a note of a meeting saying that a W.J. Tamé Ltd loan was converted and a certificate issued. Of course, as I pointed out, the certificate says "Founder" shares when it should have said "Ordinary" shares. These shares are still in the name of W.J. Tame Ltd., as per 1 above. 3. Title of Manging Director The Kwamtili Estate Ltd Articles of Association make no mention of the appointment of a Managing Director. Instead, "Founder Shareholder shall confer on the holders ...the right to the management of the business...". Effectively , the Founder Shareholders can run the company as they wish. If you were appointed Managing Director there would have to be a separate agreement detailing the terms of the appointment. You say "I cannot recall resigning my Directorship, nor signing a transferal document". This implies that the terms of your appointment, and how you would resign, as Manging Director are specified in such a agreement. Do you have an agreement detailing you terms of appointment? Dennis in good faith assimed that you had such an agreement when he acquired your shares and he took over your appointment. There is no Founders' shareholders statement or Board decision saying that this was not to be the case. 4. Tamé inheritance Concerning interitance of the W.J. Tamé Ltd shares. The Articles of Association state that "Any person becoming entitled whether by will or intestacy to a share in consequence of the death of any member may upon producing such evidence as title as the Directors may require, be registered himself as the holder of shares." Alex Tamé is possibly an inheritor but he, nor anyone else, has produced evidence in spite of repeated requests by Kwamtili Estate Ltd to possible inheritors, executors, and administrators of W.J. Tané Ltd. Stories about assertions and what Jane Tame owned are not particularly useful. The issue is: was W.J. Tamé Ltd liquidated or not, and were the Kwamtili shares transfered or not? My understanding, which is being verified, is that the company was not liquidated and the executors or administrators did not pass on title to the Kwamtili shares. 5. Mr Juvent Magoggo I have to point out that Mr Juvent Magoggo has no managment function in Kwamtili Estate Ltd and that all inquiries should be directed to Dennis Fileder, or myself as a mandate holder. Morevover, I cannot understand how you can assert that you or he "hold the key to Kwamtili's future". Kwamtili's future is none of your direct concern, although the company of course appreciates any constructive insight and feedback you can offer. I trust that you will understand that were are working to preserve and maintain, and develop where appropriate, a vital and historic cultural and agricultural resource and a world-renowned forest. Clearing up inaccuracies and errors in how the company was managed prior to Dennis Fielder acquiring a majority shareholding is, I am afraid, a part of the process. -----Original Message----- From: Julia Bryant [mailto:penberthvalley@gmail.com] Sent: Sunday, March 22, 2015 11:49 AM To: peter@peterboswell.com Subject: Re: Peter Tamé Boswell Kwamtili shares Hello Peter - Tame Boswell Shares, Ref. your last two e mails : At a meeting of Directors in 1997, I was allocated share certificate no. 59, for 310 founder shares, and certificate no. 60 for 311,654 ordinary shares. At that June '97 meeting, I was appointed a Director of the Board. During this momentous occasion I was working in Indonesia, so I can only confirm what was going on by Jane Tame, Managing Director, who signed the official memorandum of the meeting. As the Certificates were signed and sealed, I presume they were bona fide. What happened thereafter, I do not know. However, as I cannot recall resigning my Directorship, nor signing a transferal document I cannot confirm the next steps to Fielder's installation as Managing Director. In my possession, I have the accounts for 1997 and 1998, probably the last time an accountant was recalled after five years. Re Jane's shares [1997] I was not aware that she had any shares, although J.W.Tame Ltd. [not the same] did. Fielder confirmed, mid 2005, that Jane owned nothing. I trust you know that Fielder was locked up for one night due to certain financial "assertions" made by Jane Tame. I have also in my possession a detailed tabulated document re my investments in Kwamtili. Which includes a loan of £10,000 that Fielder did not acknowledge. As you are also aware, Mr Mgogo holds one founder share, and one hundred ordinary shares. He like me, would like to know how Jane Tame got share certificate 58. Certainly there is no mention in the 1997 meetings confirmatory notes. Possibly these are my shares, not handed over, and therefore it is probable that they have never been singed, and no transferal note made. It is probable that, as I have always felt, that I, with Mr Mgoggo, hold the key to Kwamtili's future. As for Alex, no shares have ever been appointed to him, as far as I am aware. Jane left nothing in her will to him, because she possessed nothing when she died. Regards, Robin. ....................... On Sat, Mar 21, 2015 at 5:04 PM, Peter Boswell wrote: Robin, to perhaps be a bit more specific about Kwamtili documents. Some help regarding Tame is needed, if you have a moment. The situation for the Tame Kwamtili shares is: - 1993 (just before FMO share allotment): 2 Founder shares - 1996 (various notes, minutes etc.): 215 Founder shares. We have certificates for 1, 2, 11, 168 Founder shares and a cancelled certificate for 11 Founder shares, giving current certificates for 171 Founder shares. So certificates, board decisions, etc for 215-171 = 44 Founder shares issued between 1993 and 1996 are missing. Do you have any correspondence, minutes, etc. referring to 44 Founder shares issued to Tame Ltd between 1993 and 1996. There is one curious thing about Tame. A board meeting agreed to convert a loan into 168173 Ordinary shares but the share certificate in fact says they are Founder shares. The board decision (which is minuted) probably takes precedent. Tame's 168173 shares issued on 6 June 1997 should have been marked "Ordinary" shares (Certificate Number 58: shares numbers 62773 to 230945). Up to now the auditors, etc. have ignored this. They may not even have known about it. I assume it is a mistake. But it is not particularly helpful. Best, Peter -----Original Message----- From: Peter Boswell [mailto:info@peterboswell.com] Sent: Friday, March 20, 2015 12:33 PM To: penberthvalley@gmail.com Subject: Peter Boswell Kwamtili shares Robin, hello, I hope this reaches you. Thank you for the SMS. And I trust all is well. We move on with Kwamtili. The workers, now established as a group, have started getting the cocoa back into shape and we are sorting out an arrangement with the TFS to protect the forest. We are now trying to clear up the share register so that Dennis has the necessary 75% of the voting power (the founder shares) to pass a board decision. The simplest is to have Tame Ltd and Tanga Enterprises Ltd shares revert to the company and not to attempt a full clean up of the entire share register. Do you by any chance have any paperwork you can share that might help us demonstrate the status of the Tame and TE shares? The TE shares came into TE hands from FMO in exchange for clearing loans. We have all this paperwork and I am in touch with FMO (we have managed to get the TMO mortgage on the titles removed, for example). We can probably get sufficient proof that TE was wound up and given that the shares were not jointly held they revert to Kwamtili Estate Ltd. For Tame, I doubt Tame Ltd was every wound up. But we are in contact still with Alex tame, Jane's son, who inherited everything (we have Jane's will). We have most of the Tame share certificates and once again they are not jointly held so we may be able to get a lawyer say that they revert to the company. But any paperwork you have that may shed light on these matters could help. Best wishes, Peter ................... Peter Boswell ................... >> Box 740 >> 1264 St Cergue, Switzerland >> Mob: +41 79 298 96 66 >> Dir: +41 22 360 01 53 >> Skype: PeterBoswell.com >> http://www.peterboswell.com >> peter@peterboswell.com >> ...................