Notice to Annual General Meeting

TSOGO SUN HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1989/002108/06
Share code: TSH
ISIN: ZAE000156238
(‘the company’)

Notice is hereby given that the Annual General Meeting (‘AGM’) of the company will be held at the company’s head office, main boardroom, Ground Floor, Palazzo Towers East, Montecasino Boulevard, Fourways, South Africa on Wednesday, 15 October 2014 at 10:00 for the purpose of considering the following business to be transacted and, if deemed fit, passing with or without amendment, the ordinary and special resolutions set out hereunder, and considering any other matters raised by shareholders at the AGM:

1

Adoption of annual financial statements and reports
 

Ordinary resolution 1
“Resolved as an ordinary resolution to receive and adopt the annual financial statements of the company and the group for the financial year ended 31 March 2014, together with the reports of the directors and the independent auditors thereon contained in the integrated annual report of the company and the group, for the financial year ended 31 March 2014 and tabled at the meeting at which this resolution was proposed, and further to receive the reports of the audit and risk committee, the social and ethics committee and the remuneration committee, contained in the integrated annual report of the company and the group, for the financial year ended 31 March 2014 and tabled at the meeting at which this resolution was proposed.”

2

Appointment of auditors
 

Ordinary resolution 2
“Resolved as an ordinary resolution that PricewaterhouseCoopers Inc. be and are hereby appointed as independent auditors of the company until the conclusion of the next Annual General Meeting of the company.”

3

Appointment and re-election of directors
 
3.1

Ordinary resolution 3.1
“Resolved as an ordinary resolution that the appointment of Ms BA Mabuza, as a director of the company with effect from 3 June 2014, be and is hereby confirmed in terms of the Listings Requirements of the JSE Limited and she is hereby elected as a director of the company.”
 

A summarised curriculum vitae in respect of Ms BA Mabuza is contained on this page of the integrated annual report of the company, and the group, for the financial year ended 31 March 2014, of which this notice of AGM forms part (‘integrated annual report’).

Mr J Davidson replaced Mr EAG MacKay as a director of the company with effect from 17 January 2014. Mr Davidson resigned as a director of the company, effective 28 August 2014.
 
3.2 Ordinary resolutions 3.2.1 and 3.2.2
“Resolved as ordinary resolutions:
 
3.2.1 to re-elect as a director of the company, Mr JA Copelyn, who retires by rotation in terms of the company’s memorandum of incorporation, but, being eligible, has offered himself for re-election as a director of the company; and
3.2.2 to re-elect as a director of the company, Mr RG Tomlinson, who retires by rotation in terms of the company’s memorandum of incorporation, but, being eligible, has offered himself for re-election as a director of the company.”
   
 

Summarised curricula vitae in respect of Messrs JA Copelyn and RG Tomlinson are contained on the board page of the integrated annual report.

4

Appointment to audit and risk committee
  Ordinary resolutions 4.1, 4.2 and 4.3
“Resolved as ordinary resolutions that:
 
4.1 Mr JG Ngcobo be and is hereby appointed as a member of the company’s audit and risk committee;
4.2 subject to the passing of ordinary resolution 3.2.3, Mr RG Tomlinson be and is hereby appointed as a member of the company’s audit and risk committee; and
4.3 subject to the passing of ordinary resolution 3.1, Ms BA Mabuza be and is hereby appointed as a member of the company’s audit and risk committee.”
   

5

Non-binding advisory resolution approving the company’s remuneration policy
 

Ordinary resolution 5
“Resolved as an ordinary resolution, by way of a non-binding advisory vote, that the company’s remuneration policy, which has been presented to shareholders here in the integrated annual report of the company and the group, for the financial year ended 31 March 2014 and tabled at the meeting at which this resolution was proposed, be and is hereby approved in terms of the King Report on Corporate Governance for South Africa 2009.”
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