Tsogo Sun Hotels Limited

Incorporated in the Republic of South Africa Registration number 2002/006356/06 Share Code: TGO ISIN: ZAE000272522 ("Tsogo Sun Hotels" or "the Company")

POSTING OF CIRCULAR RELATING TO THE HOTEL SALE TRANSACTION AND THE SEPARATION TRANSACTION, THE PROPOSED NAME CHANGE AND NOTICE OF SHAREHOLDER MEETING

INTRODUCTION

Words and expressions defined in this announcement shall, when used below, bear the same meanings ascribed to them in the Circular distributed to shareholders on Wednesday, 20 July 2022.

Shareholders of Tsogo Sun Hotels ("Shareholders") are referred to the announcement released on the Stock Exchange News Service ("SENS") on 26 May 2022 relating to the Related Party Transactions comprising of the Hotel Sale Transaction and the Separation Transaction ("the Proposed Transactions").

In the SENS announcement, the Company also advised Shareholders that Tsogo Sun Hotels had commenced rebranding its business operations to "Southern Sun" and wishes to propose that the name of the Company be changed from "Tsogo Sun Hotels Limited" to "Southern Sun Limited" ("Change of Name"). The JSE has subject to shareholder approval, approved the Change of Name with a new share code and short name "SSU" and the Company will retain its history. The ISIN number and the sector (Travel and Leisure) on which the Company is listed on the Main Board of the JSE will remain unchanged.

POSTING OF CIRCULAR

Shareholders are hereby advised that the Circular has been distributed to Shareholders on Wednesday, 20 July 2022 and contains a notice convening a general meeting of Shareholders to be held on Thursday, 18 August 2022 at 10:00 (South African Time) for the purpose of considering, and if deemed fit, passing with or without modification, the resolutions required to approve the Proposed Transactions and Change of Name ("General Meeting"). The General Meeting will be conducted entirely by electronic communication via Microsoft Teams.

Copies of the Circular are available on the Company's website at www.southernsun.com/investors/circulars or may be obtained from the registered office of Tsogo Sun Hotels during normal business hours from Wednesday, 20 July 2022 to Thursday, 18 August 2022.

SALIENT DATES AND TIMES

2022

Record date for Shareholders to be recorded in the Register in order to receive the Circular

Circular incorporating the Notice of General Meeting and Form of Proxy (grey), distributed to Shareholders on

Announcement of distribution of Circular and notice convening the General Meeting released on SENS on

Friday, 15 July

Wednesday, 20 July

Wednesday, 20 July

Last day to trade Shares in order to be recorded in the Register to vote at the General Meeting (see note 2 below) on

Record date for a Shareholder to be registered in the Register in order to be eligible to attend and participate in the General Meeting and to vote thereat, by close of trade on

Forms of Proxy (grey) in respect of the General Meeting to be lodged at the Transfer Secretaries, preferably by 10h00 on

General Meeting held at 10h00 on

Results of the General Meeting published on SENS on

Change of Name special resolution lodged with CIPC for registration

Change of Name finalisation announcement published on

Fulfilment of suspensive conditions

Last day to trade prior to Change of Name

Termination date for trading under the name "Tsogo Sun Hotels Limited" and commencement of trading under "Southern Sun Limited" under the JSE share code "SSU", ISIN ZAE000272522 from commencement of trade on

Record date for Change of Name

Issue of new securities. Certificates posted/CSDPs and brokers updated

Monday, 8 August

Friday, 12 August

Tuesday, 16 August

Thursday, 18 August

Thursday, 18 August

Tuesday, 23 August

Tuesday, 6 September

Tuesday, 6 September

Tuesday, 13 September

Wednesday, 14 September

Friday, 16 September Monday, 19 September

Notes:

  1. The above dates and times are subject to amendment at the discretion of Tsogo Sun Hotels. Any such amendment will be released on SENS, to the extent required.
  2. Shareholders should note that as transactions in Shares are settled in the electronic settlement system used by Strate, settlement of trades takes place three South African Business Days after such trade. Therefore, Shareholders who acquire Shares after close of trade on Monday, 8 August 2022 will not be eligible to attend, participate in and vote at the General Meeting.
  3. Share certificates may not be dematerialised or rematerialised after the last day to trade prior to the Change of Name being Tuesday, 13 September 2022.
  4. All dates and times indicated above are South African Standard Time.

Fourways

20 July 2022

Sponsor

Investec Bank Limited

Legal advisor

ENSafrica

Independent Expert

Merchantec Capital

Independent Reporting Accountant

PricewaterhouseCoopers Inc

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Disclaimer

Tsogo Sun Hotels Ltd. published this content on 20 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 July 2022 14:13:07 UTC.