Shareholders information


ANNUAL GENERAL MEETING

Sun International Limited

Registration Number 1967/007528/06
Share Code: SUI
ISIN: ZAE000097580
(“Sun International” or “the Company”)

Notice is hereby given that the thirtieth annual general meeting of the shareholders of Sun International will be held on Friday, 21 November 2014 at 09h00 Chilean time, (which is 14h00 South African time), in the Conference Centre, Monticello Grand Casino, Panamericana Sur Km 57 San Fco. de Mostazal VI Región Chile, to among other things, consider, and if deemed fit, to pass (with or without modification) the ordinary and special resolutions set out below. A local dial-in facility will also be made available for shareholders who wish to participate via teleconference, at the Maslow Hotel, corner Grayston and Rivonia Drive, Sandton, South Africa at 14h00 (South African time).

The record date for determining which shareholders are entitled to: (i) receive notice of the annual general meeting is Friday, 17 October 2014; and (ii) participate in and vote at the annual general meeting is Friday, 14 November 2014, in terms of section 62(3)(a), as read with section 59 of the Companies Act, 2008 as amended (Companies Act). Accordingly, the last day to trade in the Company’s shares in order to be recorded on the securities register of Sun International in order to be able to participate, attend and vote at the annual general meeting is Friday, 7 November 2014.

Kindly take note that all participants who are in attendance will be required to provide reasonable, satisfactory identification in the form of a valid identity document, passport or drivers license, prior to being entitled to participate in the meeting.

PRESENTATION OF THE ANNUAL FINANCIAL STATEMENTS

To present the audited annual financial statements for the year ended 30 June 2014, together with the reports of: the directors; the external auditors; the audit committee; and the social and ethics committee of the Company as made available on the Company’s website: ir.suninternational.com. A copy of the abridged set of annual financial statements of this Integrated Annual Report.

Ordinary resolution numbers 1; 2 and 3 deal with the election and re-election of directors and the relevant directors’ résumés can be accessed via the Company’s website: ir.suninternational.com

Ordinary resolution number 1:
Election of Non-Executive director

To elect by way of ordinary resolution Mr E Cibie as a non-executive director of the Company, who retires in accordance with the provisions of article 39.9 of the provisions of the Company’s Memorandum of Incorporation, by virtue of his appointment being made pursuant to the last annual general meeting. Mr E Cibie being eligible for election as a non-executive director of the Company, offers himself for election to the board.

Quorum for Resolution

In order for this resolution to be adopted, the support of more than 50% of the voting rights exercised on the resolution by shareholders present or represented by proxy at the annual general meeting and entitled to exercise voting rights on the resolution is required.

Ordinary resolution number 2:
Re-election of Non-Executive directors

To re-elect as directors by way of separate resolutions:

2.1 Ms B Modise

2.2 Mr MV Moosa

2.3 Mr GR Rosenthal

who retire by rotation at this annual general meeting, in accordance with the provisions of article 39.3 of the Company’s Memorandum of Incorporation. The non-executive directors, each being eligible, offer themselves for re-election to the board.

Quorum for Resolution

In order for these resolutions to be adopted, the support of more than 50% of the voting rights exercised on the resolution by shareholders present or represented by proxy at the annual general meeting and entitled to exercise voting rights on the resolution is required.

Ordinary resolution number 3:
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 and to hold such appointment as a member of the audit committee until the conclusion of the next annual general meeting:

3.1 Ms ZBM Bassa

3.2 Mr PL Campher

3.3 Ms B Modise*

3.4 Mr GR Rosenthal*

* Subject to his/her re-election as a non-executive director pursuant to ordinary resolution number 2.

Quorum for Resolution

In order for these resolutions to be adopted, the support of more than 50% of the voting rights exercised on the resolution by shareholders present or represented by proxy at the annual general meeting and entitled to exercise voting rights on the resolution is required.

Ordinary resolution number 4:
Endorsement of THE 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 available via: ir.suninternational.com

Ordinary resolution number 4 is of an advisory nature and is non-binding. The failure to pass this resolution will not have any legal consequences on the Company, however, the board will address any matters of concern that may be raised by shareholders.

Quorum for Resolution

In order for this resolution to be endorsed, the support of more than 50% of the voting rights exercised on the resolution by shareholders present or represented by proxy at the annual general meeting and entitled to exercise voting rights on the resolution is required.

Ordinary resolution number 5:
Re-appointment of the independent external auditors

To re-appoint PricewaterhouseCoopers Incorporated (PwC) as independent external auditors of the Company, to hold office until the conclusion of the next annual general meeting, in accordance with the audit committee’s nomination. Mr ER Mackeown is the individual registered auditor and member of the aforegoing firm who undertakes the audit.

Quorum for Resolution

In order for this resolution to be adopted, the support of more than 50% of the voting rights exercised on the resolution by shareholders present or represented by proxy at the annual general meeting and entitled to exercise voting rights on the resolution is required.

Special Business – Special Resolutions

Special resolution number 1:
Approval of increase of committee fees

1.1 Approval of increase of the social and ethics committee fees

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

Resolved that in terms of section 66(9) of the Companies Act, the fees payable to the Chairperson and members of the social and ethics committee be increased as set out below:

  2013/2014^
financial year  
Proposed 2014/2015
financial year  
  Base fee   Attendance  
fee  
Proposed  
base fee  
Proposed  
attendance fee  
Social & Ethics Committee** – Chairperson   38 500   19 300   42 600   24 500  
Social & Ethics Committee** – Members   19 300   9 700   21 300   12 300  

** Based on 3 meetings per year.
^ The 2013/2014 fees as approved by shareholders appear for comparative purposes only.
  

Reason and effect for special resolution 1.1

At the time of constituting the social and ethics committee in 2011, the fees for this committee were aligned to that of the nomination committee. The social and ethics committee fees have since increased by the same salary increment as the Group. The nature of the committee’s work has grown more expansive and intensive and accordingly the fees have been aligned with the scope of the committee’s mandate and in accordance with their statutory obligations. It is proposed that the social and ethics fees be increased in order to reflect the extent of the committee’s duties.

1.2 Approval of THE investment committee fees

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

Resolved that in terms of section 66(9) of the Companies Act, the fees payable to the Chairperson and members of the investment committee for meetings in person as set out below:

  Proposed for the 2014/2015** financial year  
  Proposed base fee   Proposed attendance fee  
Investment Committee – Chairperson   42 600   24 500  
Investment Committee – Members   21 300   12 300  

** Based on 4 meetings per year.  

Reason and effect for special resolution 1.2

The purpose of the investment committee is to consider and evaluate the viability of proposed investment opportunities, disposals and expansion projects for recommendation to the board for their consideration and approval. The investment committee meetings have been held via teleconference on a monthly basis and accordingly an hourly fee of R3 700 for the Chairman and R2 700 per member will be applicable, as previously approved by shareholders. The investment committee will now be convening quarterly committee meetings in person and as a result the investment committee meeting fees are proposed as set out above.

Quorum for special resolutions 1.1 and 1.2

In order for these resolutions to be adopted, the support of more than 75% of the voting rights exercised on the resolution by shareholders present or represented by proxy at the annual general meeting and entitled to exercise voting rights on the resolutions are required.

Special resolution number 2: Approval of no more than 10% INCREASE for non-executive director AND COMMITTEE fees

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

Resolved that in terms of section 66(9) of the Companies Act, the fees payable to non-executive directors as set out below may be increased by no more than 10% each year for the two year period for which this resolution remains valid unless revoked before the expiry of the two year period.

Reason and effect for special resolution 2

As the approval for director fees is valid for a period of two years, it is recommended that shareholders approve a 10% increase for each of the two forthcoming years unless an alternative proposal is tabled at any general or annual general meeting before the expiry of two years. An increase of no more than 10% each year is not considered excessive and the Company has adopted this model since 2012.

In order to demonstrate the effect of a 10% increase on the current fees, should shareholders approve this resolution, the table below indicates the increased fee that will be applicable for the 2015/2016 financial year, should the maximum increase be applied. The 2014/2015 board and committee fees appear for comparative purposes only.

  2014 – 2015
financial year  
2015 – 2016
financial year  
  Base fee   Attendance fee   Base fee   Attendance fee  
Chairman’s Fees^   770 200   44 900   847 200   49 400  
Lead Independent Director’s Fees^   295 300   25 700   324 800   28 300  
Directors’ Fees^   122 000   25 700   134 200   28 300  
Audit Committee# – Chairman   102 700   28 900   113 000   31 800  
Audit Committee# – Members   51 500   14 500   56 700   16 000  
Risk Committee** – Chairman   56 600   30 900   62 300   34 000  
Risk Committee** – Members   28 300   15 500   31 100   17 100  
Remuneration Committee** – Chairman   46 300   28 300   50 900   31 100  
Remuneration Committee** – Members   23 300   14 200   25 600   15 600  
Social and Ethics Committee** – Chairman   42 600   24 500   46 900   27 000  
Social and Ethics Committee** – Members   21 300   12 300   23 400   13 500  
Investment Committee# – Chairman   42 600   ~24 500 for physical meetings and  
R3 700 per hour for teleconferences  
46 900   27 000  
Investment Committee# – Members   21 300   ~12 300 for physical meetings and  
R2 700 per hour for teleconferences  
23 400   13 500  
Nomination Committee** – Chairman   38 500   19 300   42 400   21 200  
Nomination Committee** – Members   19 400   9 700   21 300   10 700  

~ pursuant to the approval of special resolution 1.2 above.

Fees are paid as follows:  
Base fee   Paid quarterly  
Attendance fee   Paid at the end of the month following the relevant meetings. For indicative purposes the number of planned meetings for each category are set out below. The attendance fee will be applicable to any additional meetings convened during the year.  
# 4 scheduled meetings per year  
** 3 scheduled meetings per year  
Chairman, Director & Lead Independent Director’s Fees   ^ 5 scheduled meetings per year  
Ad-hoc meetings   Will be paid at the attendance rate as set out for that relevant meeting  
Quorum for Special Resolution 2

In order for this resolution to be adopted, the support of more than 75% of the voting rights exercised on the resolution by shareholders present or represented by proxy at the annual general meeting and entitled to exercise voting rights on the resolutions are required.

Special resolution number 3: 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 as at the beginning of the financial year by way of a renewable general authority, which shall only be valid until the Company’s next annual general meeting, 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 and the JSE Listings Requirements 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 (reported trades are prohibited);
  • 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 repurchase 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 in any one financial year not exceeding 20% (twenty percent) in aggregate of the Company’s issued ordinary share capital as at the beginning of the financial year;
  • the passing of a resolution by the board of directors that it has authorised the repurchase, that the Company and its subsidiary/ies have passed the solvency and liquidity test and that, since the test was performed, there have been no material changes to the financial position of the Group;
  • the Company and/or its subsidiaries not repurchasing ordinary shares 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 (not subject to any variation) and details thereof have been submitted to the JSE in writing. In this regard, the Company will instruct an independent third party, which makes its investment decisions in relation to the Company’s securities independently of, and uninfluenced by, the Company, prior to the commencement of the prohibited period to execute the repurchase programme submitted to the JSE;
  • the number of shares purchased and held by a subsidiary or subsidiaries of the Company shall not exceed 10% (ten percent) in the aggregate of the number of issued shares in the Company at the relevant times;
  • any such general repurchases are subject to exchange control regulations and approval, if applicable, at that point in time; and
  • the Company only appointing one agent to effect any repurchases on its behalf.
Statement by directors pertaining to the solvency and liquidity of the Company

As at the date of this resolution, the Company’s directors undertake that, having considered the effect of repurchasing the maximum number of shares (as contemplated above), they will not implement any such repurchase unless for a period of 12 months following the date of the general repurchase:

  • 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; For this purpose the assets and liabilities will be recognised and measured in accordance with the accounting policies used in the latest audited financial statements which comply with the Companies Act; and
  • the Company’s and the Group’s ordinary share capital and reserves will be adequate for ordinary business purposes.

For purposes of considering this special resolution and in compliance with paragraph 11.26 of the JSE Listings Requirements, information on the Company’s share capital and major shareholders is available for inspection via the following link: ir.suninternational.com

Director’s responsibility statement

The aforesaid directors of the Company, 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 this Integrated Annual Report together with the 2014 combined reporting available via: ir.suninternational.com 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 external audit report and up to the date of this notice.

Reason for and effect of special resolution number 3:

The directors consider that such 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, and which may be in the best interests of the Company and its shareholders. The directors of the Company have no specific intention to effect the provisions of special resolution number 3 but will however, continually review the Company’s position, having regard to prevailing circumstances and market conditions, in considering whether to effect the provisions of this special resolution.

The reason for and effect of special resolution number 3 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.

Quorum for Special Resolution 3

In order for this resolution to be adopted, the support of more than 75% of the voting rights exercised on the resolution by shareholders present or represented by proxy at the annual general meeting and entitled to exercise voting rights on the resolution is required.

Ordinary resolution number 6: 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.

Quorum for Resolution number 6

In order for this resolution to be adopted, the support of more than 50% of the voting rights exercised on the resolution by shareholders present or represented by proxy at the annual general meeting and entitled to exercise voting rights on the resolution is required.

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

Sun International shareholders holding certificated shares and/or shares in dematerialised form in “own name”:

a)

may attend, participate in, speak and vote at the annual general meeting; alternatively;

b)

may appoint an individual as a proxy, (who need not also be a shareholder of Sun International) to attend, participate in, 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 18 November 2014.

c)

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 juristic entity 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, as 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:

a)

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

b)

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. CSDP’s, brokers or their nominees, as the case may be, recorded in Sun International’s sub-register 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 Sun International or to the transfer secretaries, by no later than 09h00 on 18 November 2014. Alternatively, the form of proxy may be handed to the Chairman of the annual 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. It being noted that ordinary shares held in treasury, by a share trust or scheme, and unlisted securities will not have their votes taken into account at the annual general meeting for the purposes of resolutions proposed in terms of the JSE Listings Requirements.

Electronic participation in the annual general meeting:

Sun International intends to make provision for its shareholders, or their proxies, to participate in the annual general meeting by way of electronic communication in two forms. The first is by making available a facility at the Maslow Hotel in South Africa which will permit the dial-in to the annual general meeting venue in Chile. In the second instance, Sun International intends making a dial-in facility available to all shareholders 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. This dial-in facility will enable all persons to participate electronically in the annual general meeting 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 the “Electronic Notice” to Sun International’s registered address at 6 Sandown Valley Crescent, Sandton, Gauteng, Republic of South Africa (marked for the attention of Ms CA Reddiar, Company Secretary) or email the Electronic Notice to investor.relations@suninternational.com by no later than 18 November 2014 at 09h00 indicating that they wish to participate via electronic communication in the annual general meeting.

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 his/ her identity documents or passports of the persons who passed the relevant resolution. The relevant resolution must set out the details of the person that is authorised to represent the entity at the annual general meeting via electronic communication; (c) a valid email address (the “Contact Details”).

By no later than 24 (twenty four) hours before the annual general meeting, Sun International shall use its reasonable endeavours to notify a shareholder via the Contact Details provided in a valid Electronic Notice of the relevant details to 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.

By order of the board

CA Reddiar
Company Secretary

16 October 2014

Delivery and postal address for Proxy or Electronic Notices

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

70 Marshall Street, Johannesburg, 2001

investor.relations@suninternational.com