CITY LODGE HOTELS LIMITED - Notice in terms of Section 45(5) of the Companies Act, 71 of 2008, as amended

Notice in terms of Section 45(5) of the Companies Act, 71 of 2008, as amended

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 at the
annual general meeting of the Company held on 9 November
2017   authorising   the   Company   to   provide   financial
assistance to related and inter-related parties, notice is
hereby given that the Board has adopted a resolution on
29 May 2018 authorising the Company to enter into a Loan
Agreement with its wholly owned subsidiary, Fairview Hotel
Limited, in terms of which the Company will provide a loan
facility of an amount of up to R50,000,000.00 (fifty
million Rand) for purposes of achieving the Company’s
expansion initiatives in Kenya.

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
1 June 2018

Sponsor
Nedbank Corporate & Investment Banking

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