TSOGO SUN GAMING LIMITED - Results of Annual General Meeting

Results of Annual General Meeting

Tsogo Sun Gaming Limited
(Incorporated in South Africa)
Registration number: 1989/002108/06
Share code: TSG
ISIN: ZAE000273116
(“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 Thursday, 17 October 2019, in terms of the notice of
Annual General Meeting distributed to Shareholders on Monday, 26 August 2019, 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 including abstentions was
991 657 778, representing 93.47% of Tsogo Sun’s issued share capital as at Friday, 11 October 2019, 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            100.00       0.00       990 707 507      93.38         0.09
statements and reports

Ordinary resolution 2                               96.84        3.16       991 641 651      93.47        0.002
Reappointment of auditors

Ordinary resolution 3.1
Election of CG du Toit as a director                98.48        1.52       991 641 565      93.47        0.002

Ordinary resolution 3.2
Election of Ms RD Watson as a director              99.56        0.44       991 641 565      93.47        0.002

Ordinary resolution 3.4
Re-election of Mr VE Mphande as a director          96.76        3.24       991 641 565      93.47        0.002

Ordinary resolution 3.5
Re-election of Ms BA Mabuza as a director           90.39        9.61       991 641 565      93.47        0.002

Ordinary resolution 4.1
Re-election of Ms BA Mabuza to the audit and        99.38        0.62       991 641 565      93.47        0.002
risk committee

Ordinary resolution 4.2
Re-election of Mr MSI Gani to the audit and risk    98.38        1.62       991 641 565      93.47        0.002
committee

Ordinary resolution 4.3
Election of Ms RD Watson to the audit and risk      97.07        2.93       991 641 565      93.47        0.002
committee

Advisory endorsement 1
Non-binding advisory endorsement of the             63.37        36.63      991 641 351      93.47        0.002
Company’s remuneration policy

Advisory endorsement 2                              76.02        23.98      991 283 800      93.44         0.04
Non-binding advisory endorsement of the
Company’s remuneration implementation report

Special resolution 1
Approval of the proposed fees for non-executive     99.94        0.06        991 641 351      93.47        0.002
directors

Special resolution 2
General authority to repurchase shares              97.28        2.72        991 641 651      93.47        0.002

Special resolution 3
General approval of the provision of financial
assistance in terms of section 45 of the            99.20        0.80        991 641 651      93.47        0.002
Companies Act

Special resolution 4
Approval of the issue of shares or options and
the grant of financial assistance in connection     86.65       13.35        991 641 651      93.47        0.002
with the company’s share-based incentive
schemes

*Expressed as a percentage of 1 060 895 712 Tsogo Sun ordinary shares in issue as at the Voting Record Date

Ordinary resolution 3.3 was withdrawn in that the requirement under the Memorandum of Incorporation for the
appointment of non-executive directors is satisfied with the resolutions proposed and passed for the election of
Ms Watson and re-election of Ms Mabuza and Mr Mphande.

The non-binding advisory vote on the Company’s Remuneration Policy received less than 75% support from
Shareholders. Accordingly, the Company hereby requests Shareholders who voted against the non-binding advisory
vote or abstained from voting, to engage with Management on the Remuneration Policy on Tuesday, 26 November
2019 at Southern Sun The Cullinan Hotel, 1 Cullinan Street, Foreshore, Cape Town at 14h00.


Fourways
17 October 2019




Sponsor: Investec Bank Limited

Date: 17/10/2019 03:00:00
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