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Notice of annual general meeting

Notice is hereby given that the twenty-seventh annual general meeting of members of Sun International Limited ("the company") will be held on Tuesday, 22 November 2011 at 09:00, in the boardroom, 4th Floor, 27 Fredman Drive, Sandown, Sandton, Gauteng, Republic of South Africa, to, among other things, consider, and if deemed fit, to pass (with or without modification) the ordinary and special resolutions set out below.

The record date for determining which shareholders are entitled to: (i) receive notice of the annual general meeting is Friday, 28 October 2011; and (ii) participate in and vote at the annual general meeting is Friday, 11 November 2011, in terms of section 62(3)(a), as read with section 59 of the Companies Act, 2008 (Act 71 of 2008) ("Companies Act").

1. ORDINARY RESOLUTION NUMBER 1 - ADOPTION OF ANNUAL FINANCIAL STATEMENTS

To receive and adopt the audited annual financial statements for the year ended 30 June 2011, together with the reports of the directors, the external auditors and the audit committee.

The complete annual financial statements are set out in this integrated annual report.

2. ORDINARY RESOLUTIONS NUMBERS 2.1 TO 2.5 - ELECTION AND RE-ELECTION OF DIRECTORS

2.1 & 2.2

To elect Ms KH Mazwai and Ms B Modise, as directors by way of separate resolutions, who retire in accordance with the provisions of article 53.3 of the provisions of the company's memorandum of incorporation, by virtue of their respective appointments being made pursuant to the last annual general meeting and are required to retire at this annual general meeting. Both Ms KH Mazwai and Ms B Modise, being eligible, offer themselves for election. (Please refer to the directorate section of the integrated annual report for a brief CV of each director standing for election).

2.3 – 2.5

To re-elect Messrs RP Becker, MV Moosa and GR Rosenthal as directors by way of separate resolutions, who retire by rotation at this annual general meeting, in accordance with the provisions of article 53.1 of the company's memorandum of incorporation.

The directors, each being eligible, offer themselves for re-election. (Please refer to directorate section of the integrated annual report for a brief CV of each director standing for re-election). Mr MP Egan who also retires by rotation has indicated that he is not available for re-election.

3. ORDINARY RESOLUTION NUMBER 3 - ENDORSEMENT OF REMUNERATION POLICY

To consider and endorse, by way of a non-binding advisory vote, the company's remuneration policy as set out in the remuneration report of the integrated annual report.

4. ORDINARY RESOLUTION NUMBER 4 - RE-APPOINTMENT OF INDEPENDENT EXTERNAL AUDITORS

To re-appoint PricewaterhouseCoopers Inc. as independent auditors of the company to hold office until the conclusion of the next annual general meeting in accordance with the audit committee's nomination, it being noted that Mr E MacKeown is the individual registered auditor and member of the aforegoing firm who undertakes the audit.

5. ORDINARY RESOLUTION NUMBER 5 - ELECTION OF AUDIT COMMITTEE MEMBERS

To elect, by way of separate resolutions, the following independent, non-executive directors, as members of the company’s audit committee:

5.1 Ms ZBM Bassa

5.2 Ms B Modise*

5.3 Mr DM Nurek

5.5 Mr GR Rosenthal*

* Subject to their election/re-election as directors pursuant to ordinary resolution number 2.

Brief CV's of the independent non-executive directors offering themselves for election as members of the audit committee are set out in the directorate section of the integrated annual report.

SPECIAL BUSINESS

6. ORDINARY RESOLUTION NUMBER 6 - AMENDMENTS TO SUN INTERNATIONAL LIMITED CONDITIONAL SHARE PLAN 2005

"RESOLVED that the Sun International Limited Conditional Share Plan 2005, as previously amended, be and is hereby amended in accordance with the third addendum to the Sun International Limited Conditional Share Plan 2005, as approved by the JSE Limited and be incorporated in the plan rules, initialled by the chairman of the annual general meeting for purposes of identification."

Copies of the amended plan rules referred to in this ordinary resolution number 6 are available for inspection at the registered office of the company from 2 October 2011 to 22 November 2011.

In terms of the JSE Listings Requirements this ordinary resolution number 6 must be passed by a 75% majority of votes cast by shareholders present or represented by proxy at the annual general meeting, excluding all votes attached to shares in the company owned and controlled by existing participants in the Sun International Limited Conditional Share Plan 2005 and that may be affected by the proposed amendments.

Reason for and effect of ordinary resolution number 6

The Sun International Conditional Share Plan 2005 ("the CSP") was adopted by shareholders at the company's annual general meeting held in 2005. The CSP currently provides for the granting of conditional awards to participants. The conditional award entitles participants to a conditional right to a share on the vesting date, subject to the achievement of certain performance conditions. At present, the shares will only be delivered to the participants at the end of the vesting period (i.e. vesting date), provided the performance conditions have been met.

The company, having engaged the services of a leading consultant, conducted a review of its various share plans in terms of their structure and market relevance in order to ensure the appropriateness of its remuneration strategy. The outcome of the review indicated that the CSP was not in line with South African emerging market practices that reflect a growing trend towards the use of forfeitable share plans. Forfeitable share plans facilitate the closer alignment of the interests of shareholders and management and may enhance the motivational impact of the share allocations for participants by incentivising the continued relationship of key management with the Group by providing them with an opportunity of receiving shares in the company.

Based on the recommendations received and after due consideration, the remuneration committee recommended to the board, and the board has approved for the recommendation of shareholders, that the nature of instruments awarded under the CSP be amended from the grant of a conditional right to receive shares at the end of the vesting period, to the award of forfeitable shares and retaining objective performance conditions.

The effect of awarding forfeitable shares is that participants will become owners of the shares from the award date and will benefit from dividends and be able to exercise the associated voting rights, thus providing direct alignment between the interest of participants and those of shareholders as referenced above. In the event that the performance conditions are not met or the participant resigns from the company, the shares are then forfeited by the participant and the awards lapse.

In order to effect the necessary changes so as to be able to allocate forfeitable shares and retaining the performance conditions, the following amendments will be made to the CSP:

5.1

The rules of the plan are amended to accommodate the award of forfeitable shares as follows:

5.1.1	the introduction of a definition and the concept of an agent which will hold the forfeitable shares on behalf of the participant until vesting date;
5.1.2	provisions which will define the rights of participants i.e. that they will become the owners of the forfeitable shares entitled to dividends and voting rights but subject to forfeiture in the case of termination of employment (except in the event of a permissible termination event) and in the event that performance and vesting conditions are not met; and
5.1.3	provision for participants to participate in any rights issue in respect of forfeitable shares held by them, subject to approval by the JSE.

The performance conditions relating to the plan, as described in the remuneration report, remain as the performance conditions of the amended plan without any modification. The performance conditions are still considered appropriate and accordingly it is only the nature of the instrument changing, i.e.: from a conditional grant to a forfeitable award.

7.	ORDINARY RESOLUTION NUMBER 7 - AUTHORITY TO IMPLEMENT AMENDMENTS TO SUN INTERNATIONAL LIMITED CONDITIONAL SHARE PLAN 2005

"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 resolution number 6 including, but not limited to, the signature of the third addendum and CSP rules as well as all related or ancillary documents."

The Plan has been approved by the JSE.

Reason for and effect of ordinary resolution number 7

Ordinary resolutions numbers 6 and 7, if passed, will result in the implementation of the Plan, details of which are provided above.

8. ORDINARY RESOLUTION NUMBER 8 - AMENDMENTS TO SUN INTERNATIONAL EMPLOYEE SHARE TRUST DEED

"RESOLVED that the directors of the company (by agreement between the Group companies and the trustees of the Sun International Employee Share Trust), be and they are hereby authorised to amend (and do all such things as may be necessary to amend) the Trust Deed as follows:

By the insertion in clause 7.1.1 of the words, "(save as contemplated in clause 7.1.1bis)", after the word "not" in the third line thereof.

By the insertion of a new clause numbered 7.1.1bis immediately after clause 7.1.1, to read as follows:

“7.1.1bis

to acquire and dispose of, and to ratify any acquisition or disposal of shares and other investments by the Trust in Main Street 704 (Proprietary) Limited”.

Reason for and effect of ordinary resolution number 8

1.	The Sun International Employee Share Trust (the "Trust") was created for the purpose of holding shares in Sun International Group companies for the benefit of employees of the Group.
2.	Emfuleni Resorts (Proprietary) Limited ("Emfuleni") procured the incorporation of Main Street 704 (Proprietary) Limited ("Manco") in order to provide management services to Emfuleni. The shares in Manco are to be held by Emfuleni's empowerment partner, Zonwabise Resort Holdings Limited, a trust formed for the benefit of the surrounding community and the trust.
3.	However, Manco is not a 'Group company' as contemplated in the deed constituting the Trust (the "Trust Deed").
4.	It has thus become necessary to amend the Trust Deed to provide for the acquisition by the Trust of shares in Manco.
5.	It is therefore proposed that the Trust Deed be amended as contemplated in ordinary resolution number 8 above, which amendment requires the approval of the shareholders of the company in this general meeting in terms of the provisions of the Trust Deed.

In terms of the JSE Listings Requirements this ordinary resolution number 8 must be passed by a 75% majority of votes cast by shareholders present or represented by proxy at the annual general meeting, excluding all votes attached to shares in the company owned and controlled by existing participants in the Sun International Employee Share Trust and that may be affected by the proposed amendments.

9. SPECIAL RESOLUTION NUMBER 1 - GENERAL AUTHORITY TO REPURCHASE SHARES

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 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, 2008, as amended, ('the Companies Act') 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:

♠	the repurchase being implemented through the order book operated by the JSE trading system, without prior understanding or arrangement between the company and the counterparty;
♠	the company being authorised thereto by its memorandum of incorporation;
♠	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;
♠	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;
♠	repurchases not exceeding 20% (twenty percent) in aggregate of the company's issued ordinary share capital in any one financial year;
♠	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;
♠	the company remaining in compliance with paragraphs 3.37 of the JSE Listings Requirements concerning shareholder spread after such repurchase;
♠	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 the Securities Exchange News Service (SENS) prior to the commencement of the prohibited period; and
♠	the company only appointing one agent to effect any repurchases on its behalf.'

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:

♠	the company and the Group shall satisfy the solvency and liquidity test in the manner contemplated by the Companies Act;
♠	the company and the Group will be able, in the ordinary course of business, to pay its debts;
♠	the working capital of the company and the Group will be adequate for ordinary business purposes;
♠	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
♠	the company's and the Group's ordinary share capital and reserves will be adequate for ordinary business purposes.

The following additional information, some of which may appear elsewhere in the integrated annual report, is provided in terms of the JSE Listings Requirements for purposes of this general authority:

♠	directors and management;
♠	major beneficial shareholders;
♠	directors’ interests in ordinary shares; and
♠	share capital of the company.

Litigation statement

The directors in office whose names appear in the directorate section of the integrated annual report, 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.

Director's responsibility statement

The directors in office, whose names appear in the directorate section of the integrated annual report, 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.

Material changes

Other than the facts and developments reported on in the integrated 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.

Reason for and effect of special resolution number 1

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 special resolution number 1 is to grant the directors of the company a general authority in terms of the Companies Act and the JSE Listings Requirements for the repurchase by the company (or by a subsidiary of the company) of the company's shares.

10. SPECIAL RESOLUTION NUMBER 2 - PROVISION OF FINANCIAL ASSISTANCE IN TERMS OF SECTION 44 OF THE ACT

"RESOLVED that, to the extent required by the Companies Act, the board of directors of the company may (for a period of two years from the date on which this resolution is passed), subject to compliance with the requirements of the company's memorandum of incorporation, the Companies Act and the JSE Listings Requirements, each as presently constituted and as amended from time to time, authorise the company to provide direct or indirect financial assistance by way of a loan, guarantee, the provision of security or otherwise to:

(i)	any bank registered in terms of the Banks Act, 1990 (including any division, registered branch (including branch of a foreign bank) and/or subsidiary of that bank;
(ii)	any of the company's present or future subsidiaries; and/or
(iii)	any other company, person, entity, trust or corporation that is or becomes related or inter-related to the company, for the purpose of, or in connection with the subscription of any securities issued or to be issued by the company or a related or inter-related company, or for the purchase of any securities of the company or a related or inter-related company as contemplated in terms of section 44 of the Companies Act".

Reason for and effect of special resolution number 2

The company may be required from time to time and as and when the need arises to provide financial assistance to the above recipients for the purpose of, or in connection with, the subscription for any securities issued or to be issued by the company or a related or inter-related company as contemplated in section 44 of the Companies Act. Section 44(3)(a)(ii) of the Companies Act requires inter alia that the special resolution referred to in special resolution number 2 be adopted. In the circumstances and in order to, inter alia, ensure that the company's subsidiaries and other related and inter-related companies and corporations have access to financing and/or financial backing from the company (as opposed to banks), it is necessary to obtain the approval of shareholders, as set out in special resolution number 2. Therefore, the reason for, and effect of, special resolution number 2, is to permit the company to provide direct or indirect financial assistance (within the meaning attributed to that term in section 44 of the Companies Act), to entities falling within any category or entities contemplated in special resolution number 2 above. It is noted that in addition to the requirement that special resolution number 2 be adopted, section 44 of the Companies Act further provides that the provision of financial assistance (within the meaning attributed to that term in section 44 of the Companies Act) may only be authorised by the board of directors of the company if the board of directors of the company are satisfied that the terms under which the financial assistance is proposed to be given, are fair and reasonable to the company and immediately after providing the financial assistance, the company would satisfy the solvency and liquidity test and that the board must ensure that any conditions or restrictions in respect of the granting of financial assistance in the company's memorandum of incorporation have been satisfied.

The authority granted to the company in terms of this special resolution number 2 shall be in addition to and not in substitution for any existing authority granted to the company in terms of section 45 of the Companies Act.

Percentage of voting rights required for the adoption of special resolution number 2:

In order for special resolution number 2 to be adopted, the support of 75% of the total number of votes exercisable by shareholders, present in person or by proxy, is required to pass this resolution.

11. ORDINARY RESOLUTION NUMBER 9 - AUTHORITY FOR DIRECTORS OR COMPANY SECRETARY TO IMPLEMENT RESOLUTIONS

To consider, and if deemed fit to pass, with or without modification, the following ordinary resolution:

"RESOLVED as an ordinary resolution that any director of the company or the company secretary be and is hereby authorised to do all such things and sign all such documents as may be required to give effect to the ordinary and special resolutions.’

Statement in terms of section 62(3)(e) of the Companies Act:

Sun International shareholders holding certificated shares and Sun International shareholders holding Sun International shares in dematerialised form in "own name":

♠

may attend and vote at the annual general meeting; alternatively

♠

may appoint an individual as a proxy, (who need not also be a shareholder of Sun International) to attend, participate in and speak and vote in your place at the annual general meeting by completing the attached form of proxy and returning it to the registered office of Sun International or to the transfer secretaries, by no later than 09h00 on 21 November 2011. Alternatively, the form of proxy may be handed to the chairman of the annual general meeting at the meeting at any time prior to the commencement of the annual general meeting. Please note that your proxy may delegate his/her authority to act on your behalf to another person, subject to the restrictions set out in the attached form of proxy. Please also note that the attached form of proxy must be delivered to the registered office of Sun International or to the transfer secretaries or handed to the chairman of the annual general meeting, before your proxy may exercise any of your rights as a Sun International shareholder at the annual general meeting.

Please note that any shareholder of Sun International that is a company may authorise any person to act as its representative at the annual general meeting. Please also note that section 63(1) of the Companies Act, requires that persons wishing to participate in the annual general meeting (including the aforementioned representative) must provide satisfactory identification before they may so participate.

Notice to owners of dematerialised shares:

Please note that if you are the owner of dematerialised shares held through a CSDP or broker (or their nominee) and are not registered as an "own name" dematerialised shareholder then you are not a registered Sun International shareholder, but your CSDP or broker (or their nominee) would be.

Accordingly, in these circumstances, subject to the mandate between yourself and your CSDP or broker as the case may be:

♠

if you wish to attend the annual general meeting you must contact your CSDP or broker, and obtain the relevant letter of representation from it; alternatively

♠

if you are unable to attend the annual general meeting but wish to be represented at the meeting, you must contact your CSDP or broker, and furnish it with your voting instructions in respect of the annual general meeting and/or request it to appoint a proxy. You must not complete the attached form of proxy. The instructions must be provided in accordance with the mandate between yourself and your CSDP or broker, within the time period required by your CSDP or broker.

CSDPs, brokers or their nominees, as the case may be, recorded in Sun International's subregister as holders of dematerialised shares should, when authorised in terms of their mandate or instructed to do so by the owner on behalf of whom they hold dematerialised shares, vote by either appointing a duly authorised representative to attend and vote at the annual general meeting or by completing the attached form of proxy in accordance with the instructions thereon and returning it to the registered office of the Sun International or to the transfer secretaries, by no later than 09h00 on 21 November 2011. Alternatively, the form of proxy may be handed to the chairman of the annual general meeting at the general meeting at any time prior to the commencement of the annual general meeting.

Voting at the 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.

Electronic participation in the annual general meeting:

Sun International intends to make provision for Sun International shareholders, or their proxies, to participate in the annual general meeting by way of electronic communication. In this regard, Sun International intends making a dial-in facility available that will be linked to the venue at which the annual general meeting will take place, on the date of, and from the time of commencement of, the annual general meeting. The dial-in facility will enable all persons to participate electronically in the annual general meeting in this manner and to communicate concurrently with each other without an intermediary, and to participate reasonably effectively in the annual general meeting.

Shareholders wishing to participate electronically in the annual general meeting are required to deliver written notice to Sun International at 4th Floor, 27 Fredman Drive, Sandown, Sandton, Gauteng, Republic of South Africa (marked for the attention of CA Reddiar, Group secretary) by no later than 17 November 2011 that they wish to participate via electronic communication at the annual general meeting (the "Electronic Notice").

In order for the Electronic Notice to be valid it must contain: (a) if the shareholder is an individual, a certified copy of his identity document and/or passport; (b) if the shareholder is not an individual, a certified copy of a resolution or letter of representation by the relevant entity and a certified copy of the identity documents and/or passports of the persons who passed the relevant resolution. The authority resolution must set out who from the relevant entity is authorised to represent the entity at the annual general meeting via electronic communication; (c) a valid email address and/or facsimile number (the "Contact Address/ Number"); and (d) if the shareholder wishes to vote via electronic communication, set out that the shareholder wishes to vote via electronic communication.

By no later than 24 (twenty four) hours before the annual general meeting Sun International shall use its reasonable endeavours to notify a shareholder at its Contract Address/Number who has delivered a valid Electronic Notice of the relevant details through which the shareholder can participate via electronic communication.

Should you wish to participate in the annual general meeting by way of electronic communication as aforesaid, you, or your proxy, will be required to dial-in on the date of the annual general meeting. The dial-in facility will be linked to the venue at which the annual general meeting will take place on the date of, and from the time of commencement of, the annual general meeting. The dial-in facility will enable all persons to participate electronically in the annual general meeting in this manner and to communicate concurrently with each other without an intermediary, and to participate reasonably effectively in the annual general meeting.

Postal address

Computershare Investor Services (Proprietary) Limited
PO Box 61051, Marshalltown 2107, Gauteng, Republic of South Africa

Delivery address

Computershare Investor Services (Proprietary) Limited
Ground Floor, 70 Marshall Street, Johannesburg, Gauteng, Republic of South Africa

By order of the Board

CA Reddiar
Company secretary

25 October 2011

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