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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 are advised that at the annual general meeting of Tsogo Sun shareholders (“Annual General
Meeting”) held on Wednesday, 15 October 2014 (in terms of the notice of Annual General Meeting distributed to Tsogo
Sun shareholders on 11 September 2014), all of the resolutions tabled were passed by the requisite majority of votes.
Details of the results of the voting at the Annual General Meeting are as follows:
- Total number of issued ordinary shares in the capital of Tsogo Sun: 1 049 181 389
- Total number of issued ordinary shares in the capital of Tsogo Sun net of Treasury Shares (“Total Votable
Ordinary Shares”): 964 652 023
- Total number of issued ordinary shares in the capital of Tsogo Sun which were present/represented at the
Annual General Meeting: 780 817 521 (being 80.94% of the Total Votable Ordinary Shares)
Ordinary resolution 1: Adoption of annual financial statements and reports
For(1) Against(1) Abstentions(2) Shares voted(3)
757 504 817 shares, being - 23 312 704 shares, being 757 504 817 shares, being
100% 2.42% 78.52%
Ordinary resolution 2: Appointment of auditors
For(1) Against(1) Abstentions(2) Shares voted(3)
757 504 817 shares, being - 23 312 704 shares, being 757 504 817 shares, being
100% 2.42% 78.52%
Ordinary resolution 3: Appointment and re-election of directors
3.1 to appoint of Ms BA Mabuza as a director of the company
(1)
For Against(1) Abstentions(2) Shares voted(3)
757 504 817 shares, being - 23 312 704 shares, being 757 504 817 shares, being
100% 2.42% 78.52%
3.2.1 to re-elect Mr JA Copelyn as a director of the company who retires by rotation in terms of the company’s
memorandum of incorporation
For(1) Against(1) Abstentions(2) Shares voted(3)
730 418 985 shares, being 27 085 832 shares, being 23 312 704 shares, being 757 504 817 shares, being
96.42% 3.58% 2.42% 78.52%
3.2.2 to re-elect Mr RG Tomlinson as a director of the company who retires by rotation in terms of the company’s
memorandum of incorporation
(1)
For Against(1) Abstentions(2) Shares voted(3)
756 826 388 shares, being 678 429 shares, being 23 312 704 shares, being 757 504 817 shares, being
99.91% 0.09% 2.42% 78.52%
Ordinary resolution 4: Appointment of audit and risk committee
4.1 to appoint Mr JG Ngcobo as a member of the audit and risk committee
(1)
For Against(1) Abstentions(2) Shares voted(3)
756 809 655 shares, being 695 162 shares, being 23 312 704 shares, being 757 504 817 shares, being
99.91% 0.09% 2.42% 78.52%
4.2 to appoint Mr RG Tomlinson as a member of the audit and risk committee
(1)
For Against(1) Abstentions(2) Shares voted(3)
756 826 388 shares, being 678 429 shares, being 23 312 704 shares, being 757 504 817 shares, being
99.91% 0.09% 2.42% 78.52%
4.3 to appoint Ms BA Mabuza as a member of the audit and risk committee
(1)
For Against(1) Abstentions(2) Shares voted(3)
757 504 817 shares, being - 23 312 704 shares, being 757 504 817 shares, being
100% 2.42% 78.52%
Ordinary resolution 5: Non-binding advisory resolution approving the company’s remuneration policy
For(1) Against(1) Abstentions(2) Shares voted(3)
715 180 027 shares, being 40 732 480 shares, being 24 905 014 shares, being 755 912 507 shares, being
94.61% 5.39% 2.58% 78.36%
Special resolution 1: Approval of the fees proposed for non-executive directors
For(1) Against(1) Abstentions(2) Shares voted(3)
757 323 294 shares, being - 23 494 227 shares, being 757 323 294 shares, being
100% 2.43% 78.51%
Special resolution 2: General authority to repurchase shares
For(1) Against(1) Abstentions(2) Shares voted(3)
713 068 299 shares, being 44 436 518 shares, being 23 312 704 shares, being 757 504 817 shares, being
94.13% 5.87% 2.42% 78.52%
Special resolution 3: Approval of provision of financial assistance to related or inter-related companies or
corporations
For(1) Against(1) Abstentions(2) Shares voted(3)
756 929 542 shares, being 22 917 490 shares, being 970 489 shares, being 779 847 032 shares, being
97.06% 2.94% 0.10% 80.84%
Special resolution 4: Approval of the issue of shares or options and grant of financial assistance in terms of the
company’s share-based incentive schemes
For(1) Against(1) Abstentions(2) Shares voted(3)
707 523 355 shares, being 49 406 188 shares, being 23 887 978 shares, being 756 929 543 shares, being
93.47% 6.53% 2.48% 78.46%
Notes:
(1) The votes carried for and against each individual resolution are disclosed as a percentage in relation to the total number of Tsogo Sun
ordinary shares voted (whether in person or by proxy) in respect of such individual resolution at the Annual General Meeting
(2) The total number of Tsogo Sun ordinary shares abstained in respect of each individual resolution (whether in person or by proxy) is
disclosed as a percentage in relation to the Total Votable Ordinary Shares
(3) The total number of Tsogo Sun ordinary shares voted (whether in person or by proxy) at the Annual General Meeting in respect of each
individual resolution is disclosed as a percentage in relation to the Total Votable Ordinary Shares
Fourways
16 October 2014
Sponsor
Deutsche Securities (SA) Proprietary Limited
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