HOSPITALITY PROPERTY FUND LIMITED - Results of General Meeting

Results of General Meeting

Hospitality Property Fund Limited
(Incorporated in the Republic of South Africa)
(Registration number 2005/014211/06)
Company code: HPAI
(Approved as a REIT by the JSE)
JSE share code: HPB
ISIN: ZAE000214656
(“Hospitality” or “the Company”)


RESULTS OF GENERAL MEETING


Hospitality shareholders (“Shareholders”) are referred to the circular issued by the Company on 21 October 2020,
regarding the single offer by Tsogo Sun Hotels to acquire the Hospitality Shares, other than those held by the Tsogo
Sun Hotels Group and Treasury Shares, by way of:

    •   a scheme of arrangement in terms of section 114(1) read with section 115 of the Companies Act, proposed by
        the Hospitality Board to the Hospitality Shareholders;
    •   if the Scheme fails to be implemented in accordance with its terms, a general offer by Tsogo Sun Hotels to the
        Hospitality Shareholders in terms of sections 117(1)(c)(v) of the Companies Act and paragraphs 1.15(c) of
        section 1 of the Listings Requirements; and
    •   the Delisting of all Hospitality Shares from the main board of the JSE pursuant to the implementation of the
        Scheme or, if the Scheme fails, pursuant to the Delisting Resolution being approved and the General Offer
        being implemented.

Collectively (“the Combined Offer”)

Shareholders are advised that at the general meeting of Shareholders (“General Meeting”) held electronically via
Microsoft Teams on Thursday, 19 November 2020, in terms of the notice convening the General Meeting distributed
to Shareholders on Wednesday, 21 October 2020, relating to the Combined Offer circular. 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 General Meeting including abstentions was
578 154 207 representing 96% of Hospitality’s issued share capital as at [Friday, 13 November 2020], being the Voting
Record Date.

 The voting results were as follows:

                                                                                                          SHARES
                                                              TOTAL SHARES VOTED
                                                                                                         ABSTAINED
                                                                                                            
  RESOLUTION                                        FOR       AGAINST
                                                                              NUMBER            %*            %*
                                                     (%)          (%)
Special Resolution Number 1
Approval of the Scheme Special Resolution in        93.36        0.64    107 538 927          81.31         0.02
accordance with sections 114(1) and
115(2)(a) of the Companies Act
  
Ordinary Resolution Number 1
Authorisation of directors                          99.88        0.12    553 438 159          95.73         0.02

Ordinary Resolution Number 2
Delisting of Hospitality Shares from the JSE in     99.36        0.64      107 538 927        81.31         0.02
terms of paragraphs 1.15(a) and 1.16 of
section 1 of the Listings Requirements



The board of directors of the Company accepts responsibility for the information contained in this
announcement to the extent that it relates to it. To the best of the board's knowledge and belief, the
information contained in this announcement pertaining to the Company is true and nothing has been omitted
that is likely to affect the significance of the information.


Transactional Sponsor
Investec Bank Limited

19 November 2020

Date: 19-11-2020 04:44:00
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