CITY LODGE HOTELS LIMITED - Financial assistance Notification in terms of section 45(5) of the Companies Act, 71 of 2008

Financial assistance – Notification in terms of section 45(5) of the Companies Act, 71 of 2008

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"

FINANCIAL ASSISTANCE – NOTIFICATION IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT, 71 OF
2008, AS AMENDED ("THE ACT")

Notice is hereby given that, in terms of the provisions of section 45(5)(a) of the Act and pursuant to the
special resolution passed at the Company's annual general meeting held on 23 November 2023,
authorising the board of directors ("the Board") to provide direct and indirect financial assistance to
any of the Company's current or future subsidiaries and/or any other company or entity that is or
becomes related or inter-related, the Board has adopted resolutions authorising the Company to
provide financial assistance as contemplated in section 45(2) of the Act.

The resolutions adopted by the Board relate to financial assistance which includes guarantees, inter-
company loans, sub-ordination agreements or other support given by City Lodge in respect of the
obligations of current subsidiaries and other related or inter-related entities, the total value of which,
together with any previous resolutions to provide financial assistance during the current financial year,
exceeds one-tenth of 1% of the Company's net worth at the time the Board resolution was passed.

The Board has confirmed that, after considering the reasonably foreseeable financial circumstances of
the Company, it is satisfied that:
    1. immediately after providing the financial assistance, the Company would satisfy the solvency
       and liquidity test as contemplated in section 4 of the Act;
    2. there has been due compliance with the Company's memorandum of incorporation; and
    3. the terms of the financial assistance are fair and reasonable to the Company.

This notice is provided for compliance purposes only and no response is required hereto.

To the extent required, this notice is also relevant for any trade union representing any employees of
the Company.

A copy of this notice is available on the Company's website: -
https://citylodgehotels.com/investors

23 January 2024

Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited

Date: 23-01-2024 11:30:00
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