Sun International Limited
(Incorporated in South Africa)
(Registration number 1967/007528/06)
Share code: SUI ISIN: ZAE000097580
The following resolutions were passed at the twenty-fifth annual general meeting of members of Sun International Limited (the company) held in the boardroom, 4th Floor, 27 Fredman Drive, Sandown, Sandton, Gauteng, Republic of South Africa, on Thursday, 26 November 2009 at 09:00:
1. Ordinary resolution number 1 – adoption of annual financial statements
“IT WAS RESOLVED that the annual financial statements for the year ended 30 June 2009 be adopted”.
2. Ordinary resolution numbers 2.1 to 2.4 re-election of directors
“IT WAS RESOLVED, by way of separate resolutions, that
Dr N N Gwagwa, Messrs M V Moosa, D M Nurek and G R Rosenthal be and are hereby re-elected as directors”.
3. Ordinary resolution number 3 – directors’ fees
| “IT WAS RESOLVED that the payment of fees to the non-executive directors in respect of services to be rendered during the year ending 30 June 2010 be and is hereby approved as follows: |
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to the Chairman of the board, R700 000; |
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for their services as directors, R181 000 each; |
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to the lead independent director – R300 000; |
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to the Chairman of the audit committee, R156 000; |
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to the other members of the audit committee, R78 000 each; |
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to the Chairman of the remuneration committee, R94 000; |
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to the other members of the remuneration committee, R47 000 each; |
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to the Chairman of the nomination committee, R70 000; |
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to the other members of the nomination committee, R35 000 each; |
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to the Chairman of the risk committee, R104 000; and |
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to the other members of the risk committee, R52 000 each.” |
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4. Ordinary resolution number 4 – re-appointment of auditors
“IT WAS RESOLVED that PricewaterhouseCoopers Inc be re-appointed 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 D B von Hoesslin was the individual registered auditor and member of the aforegoing firm who undertook the audit”.
5. Special resolution number 1 – General authority to repurchase shares
“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, as amended, 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 understanding 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.” |
6. Special resolution number 2 – financial assistance
“RESOLVED as a special resolution that the conclusion and implementation of the proposed Dinokana Investments (Proprietary) Limited (Dinokana) guarantee (the salient terms of which are set out in the circular annexed to the annual report of which this notice of annual general meeting forms part) by the company is hereby sanctioned by the shareholders of the company in accordance with the provisions of section 38(2A)(b) of the Companies Act 1973, as amended.”
7. Special resolution number 3 – consent to directors’ interests
“RESOLVED as a special resolution that the conclusion and implementation by the company of the proposed Dinokana Investments (Proprietary) Limited (Dinokana) guarantee (the salient terms of which are set out in the circular annexed to the annual report of which this notice of annual general meeting forms part) is hereby consented to in accordance with the provisions of section 226(2)(a) of the Companies Act 1973, as amended.”
8. Ordinary resolution number 5 – authority for directors or company secre implement resolutions
“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 special resolutions numbers 2 and 3.”
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