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NOTICE OF ANNUAL GENERAL MEETING |
| Notice is hereby given that the twenty-fourth annual general
meeting of members of Sun International Limited (‘the company’)
will be held in the boardroom, 4th Floor, 27 Fredman Drive,
Sandown, Sandton, Gauteng, Republic of South Africa, on Tuesday,
25 November 2008 at 09:00 for the following purposes, namely: |
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| 1. |
Ordinary resolution number 1 – adoption
of annual financial statements |
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To receive and adopt the annual financial statements for the
year ended 30 June 2008. |
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| 2. |
Ordinary resolutions numbers 2.1 to 2.4 |
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To re-elect Messrs RP Becker, PL Campher, MP Egan and
IN Matthews as directors by way of separate resolutions, who
retire in accordance with the provisions of the company’s articles
of association. (Please refer to the "Directorate" section for a brief CV of each director standing for re-election.) |
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| 3. |
Ordinary resolution number 3 – directors’ fees |
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To approve fees payable to the non-executive directors for their
services as directors or as members of the committees in respect
of the financial year ending 30 June 2009, as proposed in the
remuneration report. |
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| 4. |
Ordinary resolution number 4 – re-appointment
of auditors |
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To re-appoint PricewaterhouseCoopers Inc as independent
registered auditor of the company to hold office until the
conclusion of the next annual general meeting in acccordance
with the audit committee’s nomination, it being noted that
Mr DB von Hoesslin is the individual registered auditor and
member of the aforegoing firm who undertakes the audit. |
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| SPECIAL BUSINESS |
| 5. |
Ordinary resolution number 5 – adoption
of new share plan |
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To consider, and if deemed fit, to pass, with or without
modification, the following ordinary resolution:
‘RESOLVED that the company adopt and approve the Sun
International Limited Restricted Share Plan 2008, in accordance
with the salient features appearing on the annexure to this
notice of annual general meeting, the details of which are
incorporated in separate plan rules which have been initialled
by the chairman of the annual general meeting for the purpose
of identification and have been approved by the JSE Limited.’
The plan rules referred to in the aforegoing ordinary resolution
number 5 are available for inspection during normal business
hours at the registered office of the company.
In terms of the JSE Listings Requirements ordinary resolution
number 5 must be passed by a 75% majority of the votes cast
by shareholders present or represented by proxy at the annual
general meeting. |
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| 6. |
Ordinary resolution number 6 – amendments
to share plans |
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To consider, and if deemed fit, to pass, with or without
modification, the following ordinary resolution: |
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‘RESOLVED that: |
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the Sun International Limited Conditional Share Plan 2005
be and is hereby amended in accordance with the First
Addendum to the Sun International Limited Conditional
Share Plan 2005 the contents of which appear in the
annexure to this notice of annual general meeting and
which has been approved by the JSE Limited; |
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the Sun International Limited Deferred Bonus Plan 2005
be and is hereby amended in accordance with the First
Addendum to the Sun International Limited Deferred
Bonus Plan 2005 the contents of which appear in the
annexure to this notice of annual general meeting and
which has been approved by the JSE Limited; |
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the Sun International Limited Equity Growth Plan 2005
be and is hereby amended in accordance with the First
Addendum to the Sun International Limited Equity Growth
Plan 2005, the contents of which appear in the annexure
to this notice of annual general meeting and which has been
approved by the JSE Limited.’ |
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Ordinary resolution number 6, if passed, will have the effect
of amending the aforegoing share plans by: |
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deleting the annual ‘face value’ limit of awards granted to
any one participant which are currently limited to 70% of
TCOE in respect of the Sun International Limited Equity
Growth Plan 2005 and the Sun International Limited
Conditional Share Plan 2005, and 30% of TCOE in respect
of the Sun International Limited Deferred Bonus Plan
2005, and increasing the aggregate annual ‘expected
value’ limit of awards per individual in respect of the three
plans from 100% to 200% of TCOE, thereby giving the
remuneration and nomination committee greater flexibility
when addressing incentivisation and retention issues; |
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amending the existing provisions relating to the aggregate
maximum number of shares which may be utilised for
purposes of the share plans or that may be held by any
one individual to comply with the new provisions of the
JSE’s Listings Requirements; and |
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in the case of the Sun International Limited Deferred
Bonus Plan 2005 only, to allow DBP shares held in escrow
to be encumbered in favour of third parties provided this
is in accordance with the provisions of section 43 of the
Securities Services Act 2004. |
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In terms of the JSE Limited’s Listings Requirements ordinary
resolution number 6 must be passed by a 75% majority of the
votes cast by shareholders present or represented by proxy at
the annual general meeting. |
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| 7. |
Ordinary resolution number 7 – authority
for the directors to implement the new share
plan and amendments to the share plans |
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To consider, and if deemed fit, to pass, with or without
modification, the following ordinary resolution:
‘RESOLVED that the directors of the company be and are
hereby authorised to do all such things as may be necessary
for and incidental to the implementation of ordinary resolutions
numbers 5 and 6 including, but not limited to, the signature of
the new plan rules and the Addenda to the various share plans
as well as all related or ancillary documents.’ |
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| 8. |
Ordinary resolution number 8 – amendment
of specific authority placing shares under the
control of the directors to include new share plan |
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To consider, and if deemed fit, to pass, with or without
modification, the following ordinary resolution:
‘RESOLVED that, subject to the passing of ordinary resolution
number 5, the ordinary resolution passed on 29 November
2005 placing 10 780 000 (ten million seven hundred and eighty
thousand) ordinary shares with a par value of 8 cents each
in the authorised but unissued share capital of the company
under the control of the directors as a specific authority
in terms of section 221(2) of the Companies Act 1973
(‘the Act’) with the power to allot and issue these shares
in accordance with and for the purposes of the Sun
International Limited Equity Growth Plan 2005, the Sun
International Limited Conditional Share Plan 2005 and the
Sun International Limited Deferred Bonus Plan 2005 be and it is hereby amended to extend the specific authority in terms
of section 221(2) of the Act granted to the directors in that
ordinary resolution to include the power to allot and issue
10 780 000 (ten million seven hundred and eighty thousand)
ordinary shares not merely in accordance with and for the
purposes of the Sun International Limited Equity Growth Plan
2005, the Sun International Limited Conditional Share Plan
2005 and the Sun International Limited Deferred Bonus Plan
2005, but also in accordance with and for purposes of the
new Sun International Limited Restricted Share Plan 2008,
subject to the provisions of the Act and the JSE Limited’s
Listings Requirements.’
Ordinary resolution number 8, if passed, will have the effect of
enabling the directors to allot and issue shares for purposes of
the new Sun International Limited Restricted Share Plan 2008
out of the existing 10 780 000 shares already under the
control of the directors as a specific authority for purposes of
the three existing share plans, without need to increase the
overall maximum limit. |
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| 9. |
Special resolution – General authority
to repurchase shares |
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To consider and, if deemed fit, to pass, with or without
modification, the following special resolution:
‘RESOLVED that the directors be and are hereby authorised
to approve and implement the acquisition by the company
(or by a subsidiary of the company up to a maximum of 10%
(ten percent) of the number of issued ordinary shares of the
company), of ordinary shares issued by the company by way
of a general authority, which shall only be valid until the
company’s next annual general meeting, unless it is then
renewed, provided that it shall not extend beyond 15 (fifteen)
months from the date of the passing of the special resolution,
whichever period is the shorter, in terms of the Companies
Act 1973, and the rules and requirements of the JSE Limited
(JSE) which provide, inter alia, that the company may only
make a general repurchase of its ordinary shares subject to: |
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the repurchase being implemented through the order book
operated by the JSE trading system, without prior under -
standing or arrangement between the company and the
counterparty; |
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the company being authorised thereto by its articles
of association; |
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repurchases not being made at a price greater than 10%
(ten percent) above the weighted average of the market
value of the ordinary shares for the 5 (five) business days
immediately preceding the date on which the transaction
was effected; |
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an announcement being published as soon as the
company has repurchased ordinary shares constituting,
on a cumulative basis, 3% (three percent) of the initial
number of ordinary shares, and for each 3% (three
percent) in aggregate of the initial number of ordinary
shares repurchased thereafter, containing full details of
such repurchases; |
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repurchases not exceeding 20% (twenty percent) in
aggregate of the company’s issued ordinary share capital
in any one financial year; |
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the company’s sponsor confirming the adequacy of the
company’s working capital for purposes of undertaking
the repurchase of ordinary shares in writing to the JSE upon
entering the market to proceed with the repurchase; |
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the company remaining in compliance with paragraphs
3.37 to 3.41 of the JSE Listings Requirements concerning
shareholder spread after such repurchase; |
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the company and/or its subsidiaries not repurchasing
securities during a prohibited period as defined in paragraph
3.67 of the JSE Listings Requirements, unless it has in
place a repurchase programme where the dates and
quantities of securities to be traded during the relevant
period are fixed and full details of the programme have been
disclosed in an announcement published on SENS prior to
the commencement of the prohibited period; and |
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the company only appointing one agent to effect any
repurchases on its behalf.’ |
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The directors, having considered the effects of the repurchase
of the maximum number of ordinary shares in terms of the
aforegoing general authority, are of the opinion that for a
period of 12 (twelve) months after the date of the notice of
the annual general meeting: |
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the company and the group will be able, in the ordinary
course of business, to pay its debts; |
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the working capital of the company and the group will
be adequate for ordinary business purposes; |
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the assets of the company and the group, fairly valued in
accordance with generally accepted accounting practice,
will exceed the liabilities of the company and the group;
and |
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the company’s and the group’s ordinary share capital and
reserves will be adequate for ordinary business purposes. |
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The following additional information, some of which may
appear elsewhere in the annual report, is provided in terms
of the JSE Listings Requirements for purposes of this general
authority: |
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The directors in office, are not aware of any legal or
arbitration proceedings, including proceedings that are pending
or threatened, that may have or have had in the recent past,
being at least the previous 12 (twelve) months, a material effect
on the group’s financial position. |
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| DIRECTORS’ RESPONSIBILITY STATEMENT |
| The directors in office, collectively and individually accept full
responsibility for the accuracy of the information pertaining to this
special resolution and certify that, to the best of their knowledge
and belief, there are no facts that have been omitted which would
make any statement false or misleading, and that all reasonable
enquiries to ascertain such facts have been made and that the
special resolution contains all information required by law and the
JSE Listings Requirements. |
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| MATERIAL CHANGES |
Other than the facts and developments reported on in the annual
report, there have been no material changes in the affairs or
financial position of the company and its subsidiaries since
the date of signature of the audit report and up to the date of
this notice.
The directors consider that such a general authority should be
put in place should an opportunity present itself for the company
or a subsidiary thereof to purchase any of its shares during
the year, which is in the best interests of the company and its
shareholders.
The reason for and effect of the special resolution is to grant
the directors of the company a general authority in terms of the
Companies Act 1973 and the JSE Listings Requirements for the
repurchase by the company (or by a subsidiary of the company)
of the company’s shares.
Any member holding shares in certificated form or recorded
on the company’s sub-register in electronic dematerialised form
in ‘own name’ and entitled to attend and vote, is entitled to
appoint a proxy or proxies to attend, speak and vote at the
annual general meeting in his stead, and the proxy so appointed
need not be a member of the company.
Proxy forms should be forwarded to reach the offices of the
company’s transfer secretaries, Computershare Investor Services
(Proprietary) Limited, at the addresses appearing below, no less
than 24 hours before the time appointed for the holding of the
annual general meeting. A proxy form is enclosed for this purpose.
All beneficial owners whose shares have been dematerialised
through a Central Securities Depository Participant (‘CSDP’) or
broker other than with ‘own name’ registration, must provide
the CSDP or broker with their voting instructions in terms of their custody agreement should they wish to vote at the annual
general meeting. Alternatively, they may request the CSDP or
broker to provide them with a letter of representation, in terms
of their custody agreement, should they wish to attend the
annual general meeting.
In order to more effectively record the votes and give effect to
the intentions of shareholders, voting on all resolutions will be
conducted by way of a poll.
By order of the board |
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SA BAILES
Group secretary |
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| 3 November 2008 |
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Postal address
Computershare Investor Services (Proprietary) Limited
PO Box 61051, Marshalltown 2107, Gauteng, Republic of
South Africa |
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Delivery address
Computershare Investor Services (Proprietary) Limited
Ground Floor, 70 Marshall Street, Johannesburg, Gauteng,
Republic of South Africa |
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