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Results of Annual General Meeting and Amended Odd-lot Offer Timetable
City Lodge Hotels Limited
(Incorporated in the Republic of South Africa)
(Registration. No. 1986/002864/06)
ISIN Code: ZAE000117792
Share Code: CLH
"City Lodge" or the "Company"
RESULTS OF ANNUAL GENERAL MEETING AND AMENDED ODD-LOT OFFER TIMETABLE
City Lodge shareholders are advised that the voting results for the hybrid annual general meeting of City Lodge ("AGM")
held on Thursday, 23 November 2023 were as follows:
Resolution Number of Percentage For** Against** Abstained***
ordinary of ordinary % % %
shares voted shares in
issue*
%
1. Ordinary resolution number 1:
Re-election of directors
1.1 Mr G G Huysamer 272 391 253 44.66% 93.72% 6.28% 0.04%
1.2 Dr M S P Marutlulle 272 391 253 44.66% 93.72% 6.28% 0.04%
2. Ordinary resolution number 2: 272 391 253 44.66% 100.00% 0.00% 0.04%
Re-appointment of external
auditor
3. Ordinary resolution number 3:
Appointment of group audit
committee members
3.1 Ms M G Mokoka 272 391 253 44.66% 97.92% 2.08% 0.04%
3.2 Mr G G Huysamer 272 391 253 44.66% 93.72% 6.28% 0.04%
3.3 Mr A R Lapping 272 391 253 44.66% 100.00% 0.00% 0.04%
3.4 Ms N Medupe 272 391 253 44.66% 53.48% 46.52% 0.04%
4. Ordinary resolution number 4: 272 391 253 44.66% 100.00% 0.00% 0.04%
Adoption of Conditional Share
Plan
5. Ordinary resolution number 5: 272 391 253 44.66% 58.78% 41.22% 0.04%
Placing of the authorised but
unissued shares under the
control of the directors
6. Ordinary resolution number 6: 272 394 253 44.67% 100.00% 0.00% 0.04%
Authority to make and
implement the odd-lot offer,
specifically the repurchase of the
odd-lot holdings from the odd-
lot holders who do not make an
election
7. Ordinary resolution number 7: 272 391 253 44.66% 100.00% 0.00% 0.04%
Authority to implement
resolutions
8. Advisory vote: Remuneration
policy and implementation
report
8.1 Remuneration policy 272 420 253 44.67% 92.10% 7.90% 0.04%
8.2 Remuneration 272 420 253 44.67% 93.57% 6.43% 0.04%
implementation report
9. Special resolution number 1:
Approval of non-executive
directors' remuneration
9.1 Chairman of the board 272 423 253 44.67% 96.87% 3.13% 0.04%
9.2 Deputy chairman 272 423 253 44.67% 95.87% 4.13% 0.04%
9.3 Director 272 423 253 44.67% 96.87% 3.13% 0.04%
9.4 Chairman of the audit 272 423 253 44.67% 96.87% 3.13% 0.04%
committee
9.5 Other audit committee 272 423 253 44.67% 96.87% 3.13% 0.04%
members
9.6 Chairman of the 272 423 253 44.67% 96.87% 3.13% 0.04%
remuneration and
nominations committee
9.7 Other remuneration and 272 423 253 44.67% 96.87% 3.13% 0.04%
nominations committee
members
9.8 Chairman of the risk 272 423 253 44.67% 96.87% 3.13% 0.04%
committee
9.9 Other risk committee 272 423 253 44.67% 96.87% 3.13% 0.04%
members
9.10 Chairman of the social 272 423 253 44.67% 96.87% 3.13% 0.04%
and ethics committee
9.11 Other social and ethics 272 423 253 44.67% 96.87% 3.13% 0.04%
committee members
9.12 Ad hoc committee 272 423 253 44.67% 98.98% 1.02% 0.04%
10. Special resolution number 2: 272 394 253 44.67% 99.20% 0.80% 0.04%
Inter-group financial assistance
11. Special resolution number 3: 272 394 253 44.67% 100.00% 0.00% 0.04%
Authority to effect amendments
to the MOI – Odd-lot
12. Special resolution number 4: 272 394 253 44.67% 100.00% 0.00% 0.04%
Authority to effect amendments
to the MOI – Fractional
entitlements
13. Special resolution number 5: 272 394 253 44.67% 99.30% 0.70% 0.04%
Specific authority to repurchase
shares from odd-lot holders
14. Special resolution number 6: 272 394 253 44.67% 99.30% 0.70% 0.04%
General authority to repurchase
or acquire ordinary shares
* Based on 609 859 502 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.
AMENDMENTS TO ODD LOT OFFER TIMETABLE
Unless otherwise defined, the definitions and interpretations contained in the circular issued by City Lodge on Thursday,
26 October 2023 ("Circular") apply, mutatis mutandis, to terms used in this announcement.
City Lodge Shareholders are referred to the announcement released on SENS on Thursday, 26 October 2023, relating, inter
alia, to the proposed Odd-lot Offer and amendments to the MOI, wherein it was advised that, approval from Shareholders
will be sought to implement the Odd-lot Offer being a 5% premium to the 30-day volume weighted average price of a City
Lodge Share at the close of business on Friday, 1 December 2023.
With reference to the voting results for ordinary resolution number 6 and special resolutions number 3 and 5 above, all
resolutions required to implement the Odd-lot Offer were passed by the requisite majority of Shareholders represented
at the AGM.
Accordingly, City Lodge will proceed to implement the Odd-lot Offer, however due to Friday, 15 December 2023 being
declared a public holiday, the salient dates relating to the Odd-lot Offer Circular have been amended as indicated below.
2023
Odd-lot Offer opens at 09:00 Monday, 27 November
Finalisation announcement (including the Odd-lot Offer Price) in respect of Monday, 4 December
Odd-lot Offer released on SENS by 11:00 (note 1)
Last day to trade to participate in the Odd-lot Offer Monday, 11 December
Shares commence trading ex Odd-lot Offer Tuesday, 12 December
Forms of Election and Surrender to be received by the Transfer Thursday, 14 December
Secretaries by 12:00
Odd-lot Offer closes at 12:00 Thursday, 14 December
Odd-lot Offer record date Thursday, 14 December
Payment of Odd-lot Offer consideration to certificated Odd-lot Holders Monday, 18 December
who have accepted the Odd-lot Offer or who have made no election
Dematerialised Odd-lot Holders who have accepted the Odd-lot Offer or Monday, 18 December
who have made no election will have their accounts at their CSDP or
broker credited with the Odd-lot consideration
Results of Odd-lot Offer released on SENS Monday, 18 December
Cancellation and termination of Shares repurchased in terms of the Odd- Tuesday, 19 December
lot Offer on
Notes:
1. The Odd-lot Offer price will be at a 5% premium to the 30-day VWAP of a City Lodge Share at the close of business
on Friday, 1 December 2023.
2. All dates and times indicated above are South African Standard Time.
3. The above dates and times are subject to amendment at the discretion of the Company. Any such amendment
will be released on SENS.
4. Shareholders are reminded that City Lodge Shares can only be traded in dematerialised form.
5. Odd-lot Offer:
5.1 Dematerialised Odd-lot Holders are requested to notify their duly appointed CSDP or broker of their election
by the cut off time stipulated by their CSDP or broker. This will be before the closing date of the Odd-lot
Offer.
5.2 In the case of Certificated Odd-lot Holders who elect to sell their Odd-lot Holdings for the Odd-lot
Consideration, payment will be made on Monday, 18 December 2023 by electronic funds transfer into the
bank accounts of the Odd-lot Holders, which must be provided by the Odd-lot Holders on the Form of
Election and Surrender (blue).
5.3 Odd-lot Holders who are non-residents of the Common Monetary Area and who have never resided in the
Common Monetary Area, whose registered address is outside the Common Monetary Area and whose
Documents of Title have been restrictively endorsed under the Exchange Control Regulations, and who elect
to sell their Odd-lot Holdings for the Odd-lot Consideration, are referred to paragraph 2.10 of the Circular
regarding processing and payment of the Odd-lot Consideration.
5.4 Those Odd-lot Holders who do not make an election or do not return their Form of Election and Surrender
(blue) timeously to the Transfer Secretaries will automatically be deemed to have accepted the Odd-lot
Offer and shall be deemed to have agreed to dispose of their Odd-lot Holdings to City Lodge at the Odd-lot
Offer Price and to receive the Odd-lot Consideration.
5.5 Shareholders may not dematerialise or rematerialise their Shares between the last day to trade to
participate in the Odd-lot Offer and the Odd-lot Offer Record Date.
6. The directors, in their discretion, reserve the right to withdraw the Odd-lot Offer in respect of any Shareholder at
any time prior to the publication of the finalisation announcement on SENS in respect of the Odd-lot Offer,
anticipated to be on Monday, 4 December 2023.
Odd-lot Holders can elect to retain their Odd-lot Holdings or sell their Odd-lot Holdings at the Offer Price. Those Odd-
lot Holders who do not make an election by 12:00 on Thursday, 14 December 2023 will automatically be regarded as
having accepted the Odd-lot Offer and chosen to dispose of their Odd-lot Holdings to City Lodge at the Odd-lot Offer
Price and to receive the Odd-lot Consideration.
Bryanston
24 November 2023
Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Date: 24-11-2023 08:45:00
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