CITY LODGE HOTELS LIMITED - Notice in terms of Section 45 of the Companies Act

Notice in terms of Section 45 of the Companies Act

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

NOTICE IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT, 71
OF 2008, AS AMENDED (“THE ACT”)

In accordance with the provisions of section 45(5) of the
Act, and pursuant to the special resolution passed by
shareholders at the annual general meeting of the Company
held on 12 November 2015 authorising the Company to provide
financial assistance to related and inter-related parties,
notice is hereby given that the Board, on 11 August 2016,
adopted a resolution authorising the Company to extend the
loan facility available under the loan agreement concluded
with its wholly owned subsidiary, City Lodge Hotels
(Africa) Proprietary Limited, by a further amount of up to
R50,000,000.00 (fifty million Rand) for purposes of
achieving the Company’s expansion initiatives.


The extension of the loan facility constitutes financial
assistance and exceeds one-tenth of 1% of the Company’s net
worth as at 11 August 2016.


The Board is satisfied that:
i. immediately after providing such financial assistance,
    the Company would have satisfied the solvency and
    liquidity test as provided for in section 4 of the Act;
    and
ii. the terms under which such financial assistance would
    be given are fair and reasonable to the Company; and
that any conditions or restrictions relating to the
granting of such financial assistance contained in the
Company’s memorandum of incorporation have been satisfied.

Bryanston
19 August 2016

Sponsor
JP Morgan Equities South Africa Proprietary Limited

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