TSOGO SUN HOLDINGS LIMITED - Results of Annual General Meeting

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, 19 October 2017, in terms of the notice of Annual General
Meeting distributed to Shareholders on Wednesday, 20 September 2017, all of the 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 was 849,219,354, representing
80.94% of Tsogo Sun’s issued share capital and 87.99% of the votable shares as at Friday, 13 October 2017, 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 statements    100.00       0.00     849,031,044      80.92         0.02
 and reports
 Ordinary resolution 2
                                                         99.84       0.16     849,029,844      80.92         0.02
 Re-appointment of auditors
 Ordinary resolution 3.1                                                                                     0.08
                                                         97.94       2.06     848,405,980      80.86
 Election of Mr J Booysen as a director
 Ordinary resolution 3.2                                                                                     0.08
                                                         84.04      15.96     848,407,180      80.86
 Re-election of Mr MA Golding as a director
 Ordinary resolution 3.3
                                                         86.64      13.36     847,368,004      80.76         0.18
 Re-election of Mr VE Mphande as a director
 Ordinary resolution 3.4
                                                         99.16       0.84     848,407,180      80.86         0.08
 Re-election of Mr JG Ngcobo as a director
 Ordinary resolution 4.1
 Election of Mr MSI Gani to the audit and risk           98.92       1.08     848,407,180      80.86         0.08
 committee
 Ordinary resolution 4.2
 Re-election of Ms BA Mabuza to the audit and risk       99.93       0.07     848,407,180      80.86         0.08
 committee
 Ordinary resolution 4.3
 Re-election of JG Ngcobo to the audit and risk          99.76       0.24     768,555,245      73.25         7.69
 committee
 Advisory endorsement 1
 Non-binding advisory endorsement approving the          83.62      16.38     848,406,852      80.86         0.08
 Company’s remuneration policy
                                                                                                          SHARES
                                                                    TOTAL SHARES VOTED
                                                                                                         ABSTAINED
                                                          FOR     AGAINST
                                                                               NUMBER            %*            %*
 RESOLUTION                                               (%)       (%)
 Advisory endorsement 2
 Non-binding advisory endorsement approving the         84.26     15.74      848,406,852       80.86           0.08
 Company’s remuneration implementation report
 Special resolution 1
 Approval of the proposed fees for non-executive        98.94      1.06      848,405,342       80.86           0.08
 directors
 Special resolution 2
                                                        97.05      2.95      847,723,557       80.80           0.14
 General authority to repurchase shares
 Special resolution 3
 General approval of the provision of financial
                                                        98.95      1.05      813,364,330       77.52           3.42
 assistance in terms of section 45 of the Companies
 Act
 Special resolution 4
 Approval of the issue of shares or options and the
                                                        99.14      0.86      812,326,354       77.42           3.52
 grant of financial assistance in terms of the
 company’s share-based incentive schemes
*Expressed as a percentage of 1 049 181 389 Tsogo Sun ordinary shares in issue as at the Voting Record Date.


Fourways
19 October 2017



Sponsor: Deutsche Securities (SA) Proprietary Limited

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