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Results of General Meeting
Sun International Limited
(Incorporated in the Republic of South Africa)
(Registration Number: 1967/007528/06)
Share code: SUI ISIN: ZAE000097580
(“Sun International” or the “Company”)
RESULTS OF GENERAL MEETING
Words and expressions in this announcement, unless defined, shall have the same meaning as
assigned to them in the Circular.
1. INTRODUCTION
Sun International Shareholders are referred to the announcement dated 16 February 2015, as
well as to the circular issued to Sun International shareholders on 3 March 2015 (“Circular”),
regarding the terms on which Sun International proposed the Restructure of the black economic
empowerment transaction (“Restructure”) entered into in 2005, in terms of which Dinokana
Investments Proprietary Limited (“Dinokana”) was introduced as a BEE shareholder of Sun
International.
2. RESULTS OF THE GENERAL MEETING
Sun International Shareholders are advised that at the general meeting of Sun International
Shareholders held on Tuesday, 31 March 2015 at 10h00 (“General Meeting”), all of the
resolutions required to give effect to the Restructure as set out in the notice convening the
General Meeting incorporated in the Circular were passed, without modification, by the
requisite majority of votes.
The resolutions required to give effect to the Restructure were voted on as follows:
% of issued Number
share capital
Total number of shares present/represented including 62.4% 71,203,026
proxies at meeting (including shares abstained from voting)
Total number of shares present/represented including 62.4% 71,202,976
proxies at meeting (excluding shares abstained from voting)
Votes in Votes
favour % against % Abstentions %
Ordinary resolution 1 – General
authority to sell Treasury Shares 71,200,976 100.00% 2,000 0.00% 50 0.00%
Ordinary resolution 2 – Specific 71,200,976 100.00% 2,000 0.00% 50 0.00%
authority to sell Treasury Shares
Ordinary resolution 3 – Authority
to sell Treasury Shares for cash as
required to settle the Dinokana
Locked in Shareholders who call 71,200,976 100.00% 2,000 0.00% 50 0.00%
for Dinokana to acquire their
Dinokana Shares under Option 3
Ordinary resolution 4 – Approval
of the Restructure 71,200,976 100.00% 2,000 0.00% 50 0.00%
Ordinary resolution 5 – Authority
for the directors or company
secretary to implement ordinary 71,200,976 100.00% 2,000 0.00% 50 0.00%
resolutions 1, 2, 3 and 4 and
special resolutions 1, 2 and 3
Special resolution 1 – Grant of
rights to Lereko, Mr MV Moosa 71,200,976 100.00% 2,000 0.00% 50 0.00%
and Dr NN Gwagwa
Special resolution 2 – Loans or
other financial assistance to 71,200,976 100.00% 2,000 0.00% 50 0.00%
Dinokana
Special resolution 3 – Specific
Repurchase of Treasury Shares 71,200,976 100.00% 2,000 0.00% 50 0.00%
3. CONDITIONS PRECEDENT
Shareholders are advised that the following conditions precedent to the Restructure as detailed
in the Circular, remain outstanding:
a. So many Sun International Shares have been disposed of as will result in the aggregate
number of Sun International Shares held by the subsidiaries of Sun International, together
with the shares in Sun International held by Dinokana, constituting 10% or less of the Sun
International Shares; and
b. The Dinokana Shareholders pass the necessary shareholder resolutions to implement the
Restructure (following approval at this meeting) and, where applicable, such resolutions
are filed in terms of the Companies Act.
The final date for the implementation of the Restructure, as described in the Circular, is 30
September 2015, unless otherwise agreed by Sun International and Dinokana.
4. FINALISATION OF THE RESTRUCTURE
A finalisation announcement will be made in due course once the Restructure has been
implemented.
Sandton
31 March 2015
Investment bank and transaction sponsor to
Sun International Corporate law advisers to Sun International
Investec Bank Limited Cliffe Dekker Hofmeyr
Sponsor to Sun International Reporting Accountant
RAND MERCHANT BANK (a division of PricewaterhouseCoopers Inc
FirstRand Bank Limited)
Date: 31/03/2015 04:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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