The Tellumat Pension Fund, a closed defined benefit fund with only pensioners as members, disclosed a substantial actuarial surplus at its 2006 statutory valuation. The board of trustees, equally representing employer and members, agreed on a comprehensive distribution scheme: the surplus would be apportioned roughly 56% to members and 44% to the employer, pensions would be enhanced, and the Fund’s liabilities to members would be outsourced by purchasing annuities from insurers, followed by a winding-up of the Fund and payment of the employer surplus to Tellumat (Pty) Ltd. The Registrar of Pension Funds approved amendments to the Fund’s rules and later approved, in terms of s 14 of the Pension Funds Act 24 of 1956, the transfer of annuity policies from the Fund to individual pensioners. A group of pensioners, led by Mr Roy, persistently opposed the scheme, arguing that the surplus should largely accrue to members and that their reasonable benefit expectations were not met. After unsuccessful challenges before the Pension Funds Adjudicator and in arbitration, Mr Roy appealed the Registrar’s s 14 approval to the Appeal Board of the Financial Services Board, which upheld the appeal and set aside the Registrar’s decision. Tellumat then sought judicial review of the Appeal Board’s decision, which was dismissed by the High Court, leading to the present appeal before the Supreme Court of Appeal.