CITY LODGE HOTELS LIMITED - Amendment Of Resolution At The General Meeting Of Shareholders

Amendment Of Resolution At The General Meeting Of Shareholders

City Lodge Hotels Limited
(Incorporated in the Republic of South Africa)
(Reg. No. 1986/002864/06)
Share Code: CLH ISIN Code: ZAE000117792
(“City Lodge” or the “Company” or the “Group”)

AMENDMENT OF RESOLUTION AT THE GENERAL MEETING OF SHAREHOLDERS

Reference is made to the circular distributed to shareholders of City Lodge (“Shareholders”) on Monday, 22 June
2020 (“the Circular”) and the Company’s notice to convene the General Meeting on Tuesday, 21 July 2020 (“the
General Meeting”) at which Shareholders will be requested to consider and if deemed fit, pass the ordinary and
special resolutions set out in the notice of the General Meeting.

Capitalised terms used in this announcement bear the same meaning as the capitalised and defined terms used in the
Circular.

Following discussions with various Shareholders and after consulting with its advisors, the Company has decided to
remove the inter-conditionality of Special Resolution 5 (relating purely to the provision of Financial Assistance in
relation to the Collateral Deposit) from the remaining resolutions which are those that pertain directly to the Rights
Offer. The existing inter-conditionality, coupled with the difference in treatment of voting on Special Resolution 5 from
that of the remaining resolutions, results in not all Shareholders being able to vote equitably on the primary decision to
support the Company’s intended recapitalisation through the ZAR1.2bn Rights Offer. The removal of the inter-
conditionality, with Special Resolution 5 now being a de-linked and distinct resolution, will ensure that this will now be
the case.

Shareholders are reminded that all other agenda items for the General Meeting remain unchanged and are advised
that any proxy votes already submitted will remain valid with regard to all resolutions upon which votes have been
cast.

Johannesburg
20 July 2020


     Financial Advisor, Bookrunner and Transaction                    South African Legal Advisor to City Lodge
                 Sponsor to City Lodge

          The Standard Bank of South Africa Limited                         Edward Nathan Sonnenbergs Inc.

               Legal Advisor to Standard Bank                         International Legal Advisor to City Lodge

                         Allen & Overy                                     Shearman & Sterling (London) LLP

    Independent Corporate Advisor to the Independent                              Transfer Secretaries
                  Board of City Lodge
                                                                  Computershare Investor Services Proprietary Limited
                            Questco




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Date: 20-07-2020 02:20:00
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