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Notice is hereby given that the twenty-sixth annual general meeting of
members of Sun International Limited (the company) will be held on
Thursday, 25 November 2010 at 09:00, in the boardroom, 4th Floor,
27 Fredman Drive, Sandown, Sandton, Gauteng, Republic of South Africa,
for the following purposes, namely:
1. ORDINARY RESOLUTION NUMBER 1 – ADOPTION OF ANNUAL
FINANCIAL STATEMENTS
To receive and adopt the annual financial statements for the year
ended 30 June 2010.
2. ORDINARY RESOLUTIONS NUMBERS 2.1 TO 2.6 – ELECTION
AND RE-ELECTION OF DIRECTORS
2.1 & 2.2
To elect Ms ZBM Bassa and Ms BLM Makgabo-Fiskerstrand, 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
articles of association, 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 ZBM Bassa
and Ms BLM Makgabo-Fiskerstrand, being eligible offer themselves
for election. (Please refer to pages 10 and 11 of the annual report for
a brief CV of each director standing for election.
2.3 – 2.6
To re-elect Messrs PL Campher and IN Matthews, Ms LM Mojela and
Mr E Oblowitz, as directors by way of separate resolutions, who retire
by rotation at this annual general meeting, in accordance with the
provisions of articles 53.1 of the company’s articles of association.
The directors, each being eligible, offer themselves for re-election.
(Please refer to pages 10 and 11 of the annual report for a brief CV
of each director standing for re-election)
3. ORDINARY RESOLUTION NUMBER 3 – NON-EXECUTIVE
DIRECTORS’ FEES
To approve the 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 2011 as proposed in the
remuneration report on page 136.
4. ORDINARY RESOLUTION NUMBER 4 – 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
on pages 127 to 136.
5. ORDINARY RESOLUTION NUMBER 5 – 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 DB von Hoesslin is the individual
registered auditor and member of the aforegoing firm who undertakes
the audit.
NOTICE OF ANNUAL GENERAL MEETING
for the year ended 30 June
6. ORDINARY RESOLUTION NUMBER 6 – 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:
6.1 Ms ZBM Bassa
6.2 Mr MP Egan
6.3 Mr DM Nurek
6.4 Mr E Oblowitz
6.5 Mr GR Rosenthal
Brief CV’s of the independent non-executive directors offering
themselves for election as members of the audit committee are set
out on pages 10 and 11 of the annual report.
SPECIAL BUSINESS:
7. ORDINARY RESOLUTION NUMBER 7 – AMENDMENTS TO
SHARE PLANS
To consider, and if deemed fit, to pass, with or without modification,
the following ordinary resolution:
‘RESOLVED that, subject to approval by the JSE Limited:
� � the Sun International Limited Equity Growth Plan 2005 be and is
hereby amended in accordance with the Second Addendum to
the Sun International Limited Equity Growth Plan 2005, the
contents of which are available for inspection at the company’s
registered office 21 days prior to the annual general meeting;
� � the Sun International Limited Conditional Share Plan 2005 be and
is hereby amended in accordance with the Second Addendum to
the Sun International Limited Conditional Share Plan 2005 the
contents of which are available for inspection at the company’s
registered office 21 days prior to the annual general meeting;
and
� � the Sun International Limited Deferred Bonus Plan 2005 be and
is hereby amended in accordance with the Second Addendum to
the Sun International Limited Deferred Bonus Plan 2005 the
contents of which are available for inspection at the company’s
registered office 21 days prior to the annual general meeting.’
Reason for and effect of ordinary resolution number 7
The reason for ordinary resolution number 7 is to amend the rules of
the share plans to comply with schedule 14 of the JSE’s Listings
Requirements by:
� � amending the existing provisions relating to the selection of
employees who may participate in the share plans to comply with
the new provisions of the JSE’s Listings Requirements;
� � amending the existing provisions relating to the adjustments to be
made to the number of shares allocated to a participant in the
event of a rights issue, capitalisation issue, unbundling, corporate
action or other event affecting the share capital of the company to
comply with the new provisions of the JSE’s Listings Requirements;
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