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SUN INTERNATIONAL ANNUAL REPORT ’10
206
NOTICE OF ANNUAL GENERAL MEETING CONTINUED
� providing for the rights which attach to shares allocated under the
share plans in the event of the company being placed into
liquidation otherwise than for purposes of an internal reorganisation;
� amending the existing provisions relating to the approval
required in order to amend the provisions of the share plans to
comply with the new provisions of the JSE’s Listings Requirements;
and
� 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.
In terms of the JSE Listings Requirements ordinary resolution
number 7 must be passed by a 75% majority of the 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 persons who are existing participants in the
relevant share plans, and which have been acquired in terms of those
share plans and may be affected by the proposed amendments).
8. Ordinary resOlutiOn number 8 – authOrity fOr
the directOrs tO implement the amendments
tO the share plans
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 resolution number 7
including, but not limited to, the signature of the Addenda to the
various share plans as well as all related or ancillary documents.’
9. s pecial 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 1973, 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 articles of association;
� 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 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 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 annual report, is provided in terms of the JSE Listings
Requirements for purposes of this general authority:
� directors and management – pages 10 to 13;
� major beneficial shareholders – page 123;
� directors’ interests in ordinary shares – page 142; and
� share capital of the company – page 200.