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.
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
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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. |
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.
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. |
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.
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.
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.
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 |
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.
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:
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:
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
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.
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.
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.
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.
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.
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.
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. |
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. |
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.
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