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Results of 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 General Meeting
Reference is made to the circular distributed to shareholders of Tsogo Sun (“Shareholders”) on 16 August 2017 (“the
Circular”) and the Company’s notice to convene the general meeting held today, Thursday, 14 September 2017 (“the
General Meeting”) at which Shareholders were requested to consider and if deemed fit, pass the ordinary and
special resolutions set out in the notice of the General Meeting.
The total number of shares voted in person or by proxy at the General Meeting including abstentions was
818 494 061, representing 78.01% of Tsogo Sun’s issued share capital as at Friday, 8 September 2017, being the
Voting Record Date.
The voting results were as follows:
SHARES
TOTAL SHARES VOTED ABSTAINED
FOR AGAINST NUMBER % %
(%) (%)
RESOLUTION
Ordinary resolution 1
Approval of the HCI transaction as a 83.2 16.80 358 144 012 70.83*1 0.17*1
transaction with a related party
Special resolution 1
Approval of the issue of the Tsogo 92.63 7.37 817 638 435 84.72*2 0.09*2
Consideration Shares
Special resolution 2
Approval of the cancellation of clawback 93.32 6.68 817 638 107 84.72*2 0.09*2
shares
Ordinary resolution 2
Directors’ authority to take all such actions 92.88 7.12 817 636 711 84.72*2 0.09*2
necessary to implement the transaction
*1Expressed as a percentage of 505 647 380 Tsogo Sun ordinary shares in issue as at the Voting Record Date capable
of being voted on ordinary resolution 1
*2Expressed as a percentage of 965 140 079 Tsogo Sun ordinary shares in issue as at the Voting Record Date capable
of being voted on special resolutions 1 and 2 and ordinary resolution 2
Shareholders are advised that Tsogo Sun and Hosken Consolidated Investments Limited (“HCI”) sought a declarator
from the Competition Tribunal that the increase in HCI’s shareholding in Tsogo Sun to more than 50% and the
consolidation of its gaming interests (other than its sports betting and lottery interests) under Tsogo Sun, over which
it already exerts sole control pursuant to a decision of the Tribunal in 2014, does not constitute a merger as defined
in Section 12(1) of the Competition Act and, therefore does not require approval from the Competition Authorities in
terms of the merger control provisions of that Act.
The Tribunal dismissed the declaratory relief, but has not yet provided its reasons for doing so. HCI, Tsogo Sun and
their advisors continue to maintain that the transaction is not notifiable and are accordingly proceeding to appeal
the ruling by means of an expedited appeal.
The parties to the transaction continue to pursue the fulfilment of the remaining conditions precedent.
Fourways
14 September 2017
Corporate advisor and transaction sponsor to Tsogo
Investec Bank Limited
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