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Results of Annual General Meeting
Tsogo Sun Holdings Limited
(Incorporated in South Africa)
Registration number: 1989/002108/06
Share code: TSH
ISIN: ZAE000156238
(“Tsogo Sun” or “the Company”)
Results of Annual General Meeting
Tsogo Sun shareholders (“Shareholders”) are advised that at the annual general meeting of Shareholders (“Annual
General Meeting”) held at the Company’s registered office on Thursday, 18 October 2018, in terms of the notice of
Annual General Meeting distributed to Shareholders on Wednesday, 15 August 2018, all of the binding resolutions
tabled were passed by the requisite majority of votes cast by Shareholders.
The total number of shares voted in person or by proxy at the Annual General Meeting including abstentions was
979 013 512, representing 85.31% of Tsogo Sun’s issued share capital as at Friday, 12 October 2018, being the Voting
Record Date.
The voting results were as follows:
SHARES
TOTAL SHARES VOTED
ABSTAINED
FOR AGAINST
NUMBER %* %*
RESOLUTION (%) (%)
Ordinary resolution 1
Receipt and adoption of annual financial 100 0.00 977,426,008 85.17 0.14
statements and reports
Ordinary resolution 2
Reappointment of auditors 94.50 5.50 977,229,541 85.15 0.16
Ordinary resolution 3.1 89.47 10.53 975,871,491 85.03 0.27
Re-election of JA Copelyn as a director
Ordinary resolution 3.2 77.53 22.47 970,668,832 84.58 0.73
Re-election of Mr Y Shaik as a director
Ordinary resolution 3.3 95.00 5.00 972,969,031 84.78 0.53
Re-election of Mr MSI Gani as a director
Ordinary resolution 4.1
Re-election of Mr MSI Gani to the audit and risk 94.82 5.18 972,969,031 84.78 0.53
committee
Ordinary resolution 4.2
Re-election of Ms BA Mabuza to the audit and 99.29 0.71 972,969,031 84.78 0.53
risk committee
Ordinary resolution 4.3
Re-election of Mr JG Ngcobo to the audit and 95.07 4.93 970,668,832 84.58 0.73
risk committee
Advisory endorsement 1
Non-binding advisory endorsement of the 70.21 29.79 967,789,921 84.33 0.98
Company’s remuneration policy
Advisory endorsement 2
Non-binding advisory endorsement of the
Company’s remuneration implementation 61.94 38.06 967,789,921 84.33 0.98
report
Special resolution 1
Approval of the proposed fees for non- 96.22 3.78 977,161,078 85.14 0.16
executive directors
Special resolution 2
General authority to repurchase shares 98.05 1.95 976,737,375 85.11 0.20
Special resolution 3
General approval of the provision of financial
assistance in terms of section 45 of the 99.13 0.87 972,965,130 84.78 0.53
Companies Act
Special resolution 4
Approval of the issue of shares or options and
the grant of financial assistance in terms of the 85.66 14.34 974,743,067 84.93 0.37
company’s share-based incentive schemes
*Expressed as a percentage of 1 147 657 784 Tsogo Sun ordinary shares in issue as at the Voting Record Date
The two non-binding advisory votes on the Company’s Remuneration Policy and Implementation Report received
less than 75% support from Shareholders. Accordingly, the Company hereby requests Shareholders who voted
against the non-binding advisory votes or abstained from voting, to engage with Management on the Remuneration
Policy and Implementation Report on Thursday, 22 November 2018 at Southern Sun The Cullinan Hotel, 1 Cullinan
Street, Foreshore, Cape Town at 14h30 and/or on Monday, 26 November 2018 at the Sandton Sun Hotel, Cnr Fifth
and Alice Streets, Sandton at 13h30.
Fourways
18 October 2018
Sponsor: Investec Bank Limited
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