CITY LODGE HOTELS LIMITED - Results of annual general meeting and notice from dissenting shareholder

Results of annual general meeting and notice from dissenting shareholder

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

RESULTS OF ANNUAL GENERAL MEETING AND NOTICE FROM DISSENTING SHAREHOLDER

Results of annual general meeting

City Lodge shareholders are advised that the voting results for the annual general meeting of City Lodge (“AGM”) held
via electronic participation on Friday, 11 December 2020 were as follows:

 Resolution                                 Number of    Percentage          For**       Against**     Abstained***
                                             ordinary   of ordinary              %               %                %
                                         shares voted     shares in
                                                             issue*
                                                                  %
 Ordinary resolution number 1:
 Re-appointment and re-election of
 retiring directors
 1.1  Ms D Nathoo                         433 269 833         71.02          94.08            5.92             0.46
 1.2  Mr G G Huysamer                     377 480 280         61.88          93.22            6.78             9.60
 1.3  Ms N Medupe                         377 480 280         61.88          81.62           18.38             9.60
 1.4  Mr B T Ngcuka                       377 480 280         61.88          89.86           10.14             9.60
 Ordinary resolution number 2: Re-        433 227 833         71.02          78.16           21.84             0.46
 appointment of external auditor
 Ordinary resolution number 3:
 Appointment of group audit
 committee members
 3.1  Mr S G Morris                       433 227 833         71.02          79.48           20.52             0.46
 3.2  Mr G G Huysamer                     433 227 833         71.02          94.09            5.91             0.46
 3.3  Mr F W J Kilbourn                   433 227 833         71.02          83.33           16.67             0.46
 3.4  Ms N Medupe                         433 219 833         71.02          79.48           20.52             0.47
 Ordinary resolution number 4:            433 225 333         71.02          97.86            2.14             0.46
 Signature of documents
 Advisory vote:
 Remuneration policy and
 implementation report
 5.1  Remuneration policy                 377 715 880         61.92          89.83           10.17             9.56
 5.2  Remuneration implementation         377 393 055         61.86          82.54           17.46             9.62
        report
 Special resolution number 1:
 Approval of non-executive directors’
 remuneration
 1.1  Chairman of the board               377 750 380         61.92          93.13            6.87             9.56
 1.2  Services as lead independent        377 732 380         61.92          93.14            6.86             9.56
      director
 1.3  Services as a director              377 732 380         61.92          93.13            6.87             9.56
 1.4  Chairman of the audit               377 732 380         61.92          93.14            6.86             9.56
      committee
 1.5  Other audit committee               377 732 380         61.92          93.14            6.86             9.56
      members
 1.6  Chairman of the remuneration        377 732 380         61.92          93.13            6.87             9.56
      and nominations committee
 1.7  Other remuneration and              377 732 380         61.92          93.14            6.86             9.56
      nominations committee
      members
 1.8  Chairman of the risk                377 750 380         61.92          93.14            6.86             9.56
      committee
 1.9  Other risk committee                377 732 380         61.92          93.14            6.86             9.56
      members 
 1.10 Chairman of the social and          377 868 978         61.94          93.10            6.90             9.54
      ethics committee
 1.11 Ad hoc committee                    377 732 380         61.92          92.00            8.00             9.56
 Special resolution number 2:             433 327 453         71.03          81.75           18.25             0.45
 Financial assistance
 Special resolution number 3: General     433 639 453         71.08          87.08           12.92             0.40
 authority of repurchase shares
 Special resolution number 4: Specific    398 243 245         65.28          95.27            4.73             0.40
 authority for the direct or indirect
 repurchase by the Company of
 35 393 908 of its own shares
 Special resolution number 5:             433 195 433         71.01          93.10            6.90             0.47
 Potential revocation of special
 resolution number 4 in the event of
 City Lodge shareholders exercising
 Appraisal Rights

*      Based on 610 034 502 ordinary shares in issue at the date of the AGM.
**     In relation to the total number of shares voted at the AGM.
***    In relation to the total number of shares in issue at the date of the AGM.

Based on the above voting results, all resolutions were passed by the requisite majority of City Lodge shareholders
present at the AGM.

Notice from dissenting shareholder

Shareholders are advised that City Lodge received notice (the “Notice”) in terms of sections 115 and 164 of the
Companies Act, No 71 of 2008 (the “Companies Act”), from a shareholder holding 175,000 shares objecting to all the
special resolutions and ordinary resolutions pertaining to the BEE Unwind (“Resolutions”) proposed at the AGM and that
such shareholder voted against the proposed Resolutions. The Board has adopted the Resolutions and the matter will be
dealt with in accordance with the relevant provisions of the Companies Act.

Bryanston
14 December 2020

Sponsor
Nedbank Corporate & Investment Banking

Date: 14-12-2020 03:39:00
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