TSOGO SUN HOTELS LIMITED - Results of Annual General Meeting

Results of Annual General Meeting

Tsogo Sun Hotels Limited
(previously known as Southern Sun Hotels Proprietary Limited)
Incorporated in the Republic of South Africa
Registration number 2002/006356/06
Share Code: TGO ISIN:ZAE000272522
(“Tsogo Sun Hotels” or “the Company”)



RESULTS OF ANNUAL GENERAL MEETING



Tsogo Sun Hotels shareholders (“Shareholders”) are advised that at the annual general meeting of Shareholders
(“Annual General Meeting”) held at the Company’s office on Thursday, 17 October 2019, in terms of the notice of
Annual General Meeting distributed to Shareholders on Thursday, 12 September 2019, 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
1 001 527 940 representing 94.40% of Tsogo Sun Hotel’s issued share capital as at Friday, 11 October 2019, 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          100.00    0.00     1 001 514 813      94.40         0.00
 statements and reports

 Ordinary resolution 2                             98.44     1.56     1 001 514 813      94.40         0.00
 Reappointment of auditors
 
 Ordinary resolution 3.1
 Re-election of Mr JA Copelyn as a non-            97.49     2.51      992 998 311       93.60         0.80
 executive director

 Ordinary resolution 3.2
 Re-election of Mr MH Ahmed as lead                99.00     1.00     1 001 509 347      94.40         0.00
 independent non-executive director

 Ordinary resolution 3.3
 Election of Ms CC September as an                 99.37     0.63     1 001 509 347      94.40          0.00
 independent non-executive director

 Ordinary resolution 4.1
 Re-election of Mr MH Ahmed to the audit and       99.02     0.98     1 001 509 347       94.40         0.00
 risk committee

 Ordinary resolution 4.2
 Re-election of Mr SC Gina to the audit and risk   98.14     1.86      1 001 509 347      94.40         0.00
 committee

 Ordinary resolution 4.3
 Re-election of Dr LM Molefi to the audit and      97.79     2.21      1 001 509 347      94.40         0.00
 risk committee

 Ordinary resolution 4.4
 Re-election of Mr JG Ngcobo to the audit          98.18     1.82      1 001 509 347      94.40         0.00
 and risk committee

 Advisory endorsement
 Non-binding advisory endorsement of the
 Company’s remuneration and                        68.33    31.67      1 001 514 084     94.40          0.00
 implementation report
 
 Special resolution 1
 Approval of the proposed fees for non-            100.00    0.00      1 001 514 513     94.40          0.00
 executive directors

 Special resolution 2                               98.55     1.45     1 001 514 813     94.40          0.00
 General authority to repurchase shares

 Special resolution 3
 General approval of the provision of financial
 assistance in terms of section 45 of the           99.79     0.21      1 001 514 813     94.40         0.00
 Companies Act
 
 Special resolution 4
 Approval of the issue of shares or options and
 the grant of financial assistance in connection   92.40     7.60      1 001 519 814     94.40          0.00
 with the Company’s share-based incentive
 schemes

*Expressed as a percentage of 1 060 895 712 Tsogo Sun Hotels ordinary shares in issue as at the Voting Record Date

The non-binding advisory vote 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 vote or abstained from voting, to engage with management on the remuneration policy and
implementation report on Tuesday, 12 November 2019 at the offices of Tsogo Sun Hotels, 4th Floor, Palazzo Towers
West, Montecasino Boulevard, Fourways at 12h00 and/or on Friday, 15 November 2019 at the offices of Hosken
Consolidated Investments Limited , Suite 801, The Point, 76 Regent Street, Sea Point at 15h00.


Fourways
17 October 2019

Sponsor
Investec Bank Limited

Date: 17/10/2019 03:00:00
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