Notice to Members

NOTICE IS HEREBY GIVEN THAT, the forty second Annual General Meeting of Shareholders of African Sun Limited will be held in the Ophir Room,1st Floor at Crowne Plaza Monomotapa 54 Parklane, Harare, on 21 March 2014 at 1000 Hours for the following purposes: ORDINARY RESOLUTIONS 1. Statutory Financial Statements To receive and adopt the financial statements for the year ended 30 September 2013, together with the report of the Directors and Auditors therein. 2. To Appoint Directors Messrs David W. Birch and Vernon. W. Lapham retire by rotation. Although eligible, both directors have opted not to stand for re-election. Messrs Stewart P. Cranswick, Timothy Nuy and Walter T. Kambwanji were appointed to the Board on 24 January 2014. They retire at the end of their interim appointments. All being eligible, they will offer themselves for re-election at the Annual General Meeting. 3. Auditors Remuneration To determine the Auditors remuneration for the past audit. PricewaterhouseCoopers have indicated their willingness to continue in office. 4. Directors Fees To approve the payment of Directors fees for the chairman and non-executive directors for the year ended 30 September 2013. SPECIAL BUSINESS To consider and, if deemed fit, to pass, with or without modification, the following resolutions. 5. Disposal of the remaining 406 466 976 shares in Dawn Properties Limited special resolution That the directors be and are hereby authorised to sell the remaining 406 466 976 shares in Dawn Properties Limited representing 16.54% of the issued share capital of Dawn Properties Limited at a transaction cost not less than US$0.0147 per share (being the price at which the initial 12% of the issued share capital of Dawn Properties Limited was disposed) to reduce short-term debt and in this regard to do all things necessary and ancillary to give effect thereto.

Notice to Members
Note: (a) In terms of section 129 of the Companies Act (Chapter 24:03), members are entitled to appoint one or more proxies to act in the alternative, to attend, vote and speak in their place at the meeting. A proxy need to be a member of the Company. In terms of Article 80 of the Companys Articles of Association, instruments of the proxy must be lodged at the registered office of the Company at least forty-eight hours before the time appointed for holding the meeting.

(b)

By Order of the Board

E T Shangwa Company Secretary African Sun House 6 Seagrave Road Mount Pleasant Harare Zimbabwe 19 February 2014