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 Wednesday, 14 October 2015, in terms of the notice of Annual General Meeting distributed to Shareholders on Monday, 7 September 2015, 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 886 651 573, representing 84.51% of Tsogo Sun’s issued share capital and 91.87% of the votable shares as at Friday, 9 October 2015, 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 100% Nil 886 290 746 84.47% 0.03% statements and reports Ordinary resolution 2 100% Nil 886 290 746 84.47% 0.03% Reappointment of auditors Ordinary resolution 3.1 0.25% 89.11% 10.89% 884 041 789 84.26% Re-election of Mr MA Golding as a director Ordinary resolution 3.2 0.25% 89.58% 10.42% 884 019 891 84.26% Re-election of Mr VE Mphande as a director Ordinary resolution 3.3 99.94% 0.06% 884 019 891 84.26% 0.25% Re-election of Mr JG Ngcobo as a director Ordinary resolution 4.1 Appointment of Mr RG Tomlinson to the 99.50% 0.50% 832 162 827 79.32% 5.19% audit and risk committee Ordinary resolution 4.2 Appointment of Ms BA Mabuza to the audit 100% Nil 884 019 891 84.26% 0.25% and risk committee Ordinary resolution 4.3 Appointment of Mr JG Ngcobo to the audit 99.94% 0.06% 829 971 972 79.11% 5.21% and risk committee Advisory endorsement Non-binding advisory endorsement of the 86.08% 13.92% 886 290 746 84.47% 0.03% Company’s remuneration policy Special resolution 1 Approval of the fees proposed for non- 100% Nil 886 290 746 84.47% 0.03% executive directors Special resolution 2 97.45% 2.55% 886 290 746 84.47% 0.03% General authority to repurchase shares Special resolution 3 General approval of the provision of financial assistance in terms of section 45 of the Companies Act 93.83% 6.17% 886 278 226 84.47% 0.04% Special resolution 4 Approval of the issue of shares or options and the grant of financial assistance in terms of 97.43% 2.57% 885 574 534 84.41% 0.10% 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 14 October 2015 Sponsor: Deutsche Securities (SA) Proprietary Limited Date: 14/10/2015 05:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.