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TSOGO SUN HOLDINGS LIMITED - Results of Annual General Meeting

Release Date: 18/10/2018 17:20
Code(s): TSH     PDF:  
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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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