THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to the action you should take in relation to this document, please consult your stockbroker, banker, accountant or other professional advisor immediately. If you have sold all of your African Sun Limited shares on or before Friday 13 November 2009, you should send this circular and the accompanying attachments as soon as possible to the stockbroker, banker or other agent, through whom you have disposed of such shares, for onward delivery to the purchaser of your shares. This document is neither a prospectus nor an invitation to the public but is an offer to African Sun Limited Shareholders to acquire shares on the terms and conditions set out herein.

(Incorporated in Zimbabwe on 2 July 1971 under Registration Number 643/1971)

AFRICAN SUN LIMITED

CIRCULAR TO SHAREHOLDERS
regarding a Renounceable Rights Offer
to the registered holders of ordinary shares in African Sun Limited (hereinafter referred to as African Sun or ASL) as at Friday 13 November 2009, to subscribe for 125 223 168 (one hundred and twenty-five million two hundred and twenty-three thousand, one hundred and sixty-eight) ordinary shares of a nominal value of $0.01(one cent) each in the issued share capital of African Sun Limited, at a subscription price of $0.08 (eight cents) per ordinary share, on the basis of 10 (ten) new ordinary shares for every 56 (fifty six) ordinary shares already held at the record date.

Lead financial advisors

Reporting accountants

Transfer secretaries

Sponsoring brokers

Legal advisors

Underwriters

PricewaterhouseCoopers Chartered Accountants (Zimbabwe)

Corpserve (Private) Limited

Imara Edwards Securities (Private) Limited

Dube, Manikai and Hwacha Legal Practioners

Zimbabwe Allied Banking Group Limited

Date of Issue: Friday 30 October 2009

AFRICAN SUN LIMITED CORPORATE INFORMATION AND ADVISORS

Company Secretary / Registered Office E T Shangwa 54 Park Lane Harare African Sun Limited PO Box CY 1211, Causeway Lead Financial Advisors Stanbic Centre PO Box 300 Harare

Stanbic Bank Zimbabwe Limited 59 Samora Machel Avenue

Transfer Secretaries 2nd Floor ZB Centre Harare

Corpserve (Private) Limited Corner First street / Kwame Nkrumah Avenue

Legal Advisors

Dube, Manikai and Hwacha

6th Floor, Goldbridge, Eastgate Complex Harare

Sam Nujoma Street / Robert Mugabe Road

Reporting Accountants and Auditors Building No 4, Arundel Office Park Norfolk Road, Mount Pleasant Harare

PricewaterhouseCoopers Chartered Accountants (Zimbabwe)

Sponsoring Broker

Imara Edwards Securities (Private) Limited Block 2, Tendeseka Office Park Samora Machel Avenue Harare

Principal Bankers

MBCA Bank Limited Third Street Harare

Underwriters

15th Floor, Old Mutual Centre

Zimbabwe Allied Banking Group Limited 14th Floor ZABG House Harare 56-60 Samora Machel Avenue

DEFINITIONS
In this document, and the appendices annexed hereto, unless the context indicates otherwise:

African Sun or the Company Articles Circular

reference to the singular shall include the plural and vice versa and words denoting one gender include the others; all times indicated are local Zimbabwe times; all monetary values unless expressly stated otherwise are in United States of America dollars and cents; expressions denoting natural persons include juristic persons and associations of persons; and the words in the first column have the meanings stated opposite them in the second column, as follows: African Sun Limited The Articles of Association of African Sun

Closing date Directors or Board EGM FCA Corpserve

The date on which the Rights Offer closes, being 1600 hours on Friday 11 December 2009 The Board of Directors of African Sun Corpserve (Private) Limited, transfer secretaries to African Sun

This circular dated 30 October 2009 including the appendices hereto

Dube Manikai and Hwacha

Dube Manikai and Hwacha, the legal advisors to African Sun

The Extraordinary General Meeting of the African Sun shareholders to be held on Friday, 13 November 2009 Foreign Currency Account Imara Edwards Securities (Private) Limited, the sponsoring brokers for the Rights Offer, and registered members of the Zimbabwe Stock Exchange The Letter of Allocation in respect of the Rights Offer which is attached hereto as Appendix 8

Imara Edward Securities Letter of Allocation or LA Non-resident Shareholder Opening date PricewaterhouseCoopers Record date Rights Offer

The date on which the register of African Sun shareholders will be closed to determine eligibility of shareholders for participation in the Rights Offer, which date will be at close of business at 1600 hours on Friday 13 November 2009 125 223 168 shares to be offered in the issued share capital of African Sun to existing shareholders in terms of the Rights Offer Holders of ordinary shares of African Sun Stanbic Bank Zimbabwe Limited, the lead financial advisors to the Rights Offer The proposed African Sun Rights Offer and subscription in African Sun issued share capital

PricewaterhouseCoopers Chartered Accountants (Zimbabwe), the reporting accountants and auditors of African Sun

The date on which the Rights Offer opens and letters of allocation are listed on the ZSE, being 0900 hours on Monday 23 November 2009

African Sun shareholders with non-resident status in terms of the Exchange Control Regulations of Zimbabwe

Rights Offer Shares Shareholders the Act ZSE ZABG Stanbic

The Companies Act of Zimbabwe, (Chapter 24:03) The Zimbabwe Stock Exchange

Zimbabwe Allied Banking Group Limited, the Underwriters of the Rights Offer

$ or USD or U$

United States of America Dollars

SALIENT FEATURES AND INFORMATION RELATING TO THE RIGHTS OFFER

Rights Offer, as well as determining the action required by African Sun Shareholders. PURPOSE OF THE RIGHTS OFFER

circular. The circular should accordingly be read in its entirety for a full appreciation of the rationale for, and the terms of the

This summary presents the salient information in relation to the Rights Offer, the detailed terms of which are set out in this

committed to follow their rights in full. ZABG, whose details appear on page 2 of this circular, has agreed to underwrite the Rights Offer.

aims to raise funds for refurbishment of existing hotels as well as funding regional expansion. The major shareholders have

The Directors are proposing to recapitalise African Sun through a Rights Offer to raise approximately $10 million. This exercise

TERMS OF THE RIGHTS OFFER hundred and sixty eight) shares in the issued share capital of African Sun will be offered to existing holders of ordinary shares, In terms of the Rights Offer, 125 223 168 (one hundred and twenty-five million two hundred and twenty-three thousand one

registered as such at the close of business on Friday 13 November 2009, for subscription in cash at a price of $0.08 (eight cents) Date. The Rights Offer Shares will be listed on the ZSE from Friday, 11 December 2009. Salient Information before the EGM and Rights Offer: Current number of authorised shares Current number of issued ordinary shares 1 500 000 000 706 249 739 each payable in full on acceptance, on the basis of 10 (ten) new ordinary shares for every 56 (fifty-six) shares held at the Record

Net asset value per share as at 31 March 2009

Nominal value of ordinary shares (subject to shareholders approval)

$0.04

$0.01

Salient Information immediately after the EGM and Rights Offer: New ordinary shares to be issued in terms of the Rights Offer Ordinary shares in issue after the offer Number of authorised shares 1 500 000 000 125 223 168

Ratio of new shares offered to old shares Issue price per share

10:56

Gross proceeds from the Rights Offer

Number of ordinary shares under the control of directors after the EGM

668 527 093 $10 017 853

831 472 907

$0.08

rank in full for all dividends and distributions declared thereafter.

The new ordinary shares to be issued will rank pari-passu in all respects with the existing ordinary shares of African Sun and will

SALIENT FEATURES AND INFORMATION RELATING TO THE RIGHTS OFFER

EXTRAORDINARY GENERAL MEETING Brooke Golf & Country Club in Harare, at 1200 hours on Friday 13 November 2009 which has been convened by notice dated 23 To give effect to the Rights Offer, African Sun shareholders are being asked to attend the EGM, to be held at the Borrowdale

October 2009 to pass the resolutions as set out in section 4 of the letter to shareholders. ACTION TO BE TAKEN BY SHAREHOLDERS

should ensure that such registration is effected on or before close of business on the record date, being 1600 hours on Friday 13 November 2009. TIMETABLE OF THE RIGHTS OFFER Notice of EGM Published Circular to Shareholders published EGM at 1200 hours

In order to participate in the Rights Offer, persons who have acquired ordinary shares that have not been registered in their names

Friday, 23 October Wednesday, 11 November Friday, 13 November Friday, 13 November Friday, 30 October

2009

Register Closes for voting at EGM at 1600 hours Record date at 1600 hours Share register re-opens Letters of Allocation mailed to shareholders Rights Offer opens at 0900 hours Last day of dealing in letters of allocation at 1200 hours Latest time for splitting letters of allocation: 1200 hours Rights Offer closes at 1600 hours Allocation of Rights Offer Shares

Monday, 16 November Monday, 16 November Monday, 23 November Tuesday, 8 December Thursday, 17 December Monday , 21 December Monday, 21 December Monday, 21 December Friday 11 December Friday, 4 December

Expected date of registering Rights Offer shares Results of the Rights Offer published Rights Offer share certificates mailed

Notes

Unissued shares under the control of directors are held subject to Article 4 of the African Sun Articles of Association. Queries If you have any questions on any aspect of this document, please contact your stockbroker, accountant, banker, lawyer or other

share certificates will be distributed for Rights Offer Shares as indicated above.

Existing African Sun share certificates will remain good for delivery regarding shareholdings in African Sun, whilst new

The above dates are subject to change and any amendments will be published in the press.

professional advisor, or Morciad Chaparira of Stanbic Bank Zimbabwe Limited, 7th Floor Stanbic Centre, 59 Samora Machel Avenue, Harare, Zimbabwe on telephone numbers + 263 4 759 471 - 9, Fax + 263 4 759 399 and email chapariram@stanbic.com.

LETTER TO SHAREHOLDERS

(Incorporated in Zimbabwe on 2 July 1971 under registration number 643/1971) (African Sun or the Company) Directors: T N Chiganze (Chairman), B L Nkomo (Deputy Chairman), S A Munyeza* (Group Chief Executive), D W Birch, E Chitiga, Y E Johnston, V W Lapham, N Mangwiro* (Chief Financial Officer) , F Rwodzi * Executive 17 Floor, Crowne Plaza Monomotapa, 54 Park Lane, Harare

28 October 2009

Dear Shareholders, 1 PROPOSED RIGHTS OFFER Africa and has interests in various African countries, namely Zimbabwe, South Africa, Nigeria and Ghana. Established in 1968 hospitality management Company into a regional player. as a division of Delta Corporation Limited, the Company has evolved significantly from being just a Zimbabwe-based African Sun Limited, a Zimbabwean registered Company is one of the fastest growing hospitality Groups in Sub-Saharan

The Board is proposing to recapitalise the Company by raising USD35 million through the following options: a) b) c) Rights Offer - USD10 million as set out in this Circular Private Placement - USD10 million (future transactions) Loan capital - USD15 million (future transactions)

The funds sought will enable the Company to address the critical requirement for the recapitalisation of its operations, allow the Company to benefit directly from the 2010 FIFA World Cup via improved room occupancies, and provide the Company with an opportunity to adequately showcase and market itself. For the Rights Offer, at a price of $0.08 (eight cents) per share, it is estimated that an additional 125 223 168 shares will be

issued, on the basis of 10 (ten) new ordinary shares for every 56 (fifty-six) ordinary shares in issue. The proposed issue will shareholders). The number of issued shares will increase by 17.73% from 706.25 million to 831.47 million.

their rights, the portion of shareholding will not change across the board (from the top ten shareholders to minority Further details of the terms and conditions of the Rights Offer are more fully set out in Appendix 3 of this document. The purpose of this document is to furnish African Sun Shareholders with the requisite statutory and regulatory information relating to the Rights Offer and to detail the action to be taken by each shareholder. 2 RATIONALE FOR THE RIGHTS OFFER Set out below is an explanation of the reasons for the proposed Rights Offer: 2.1 Adoption of multi-currency system capital, as previous capital balances were eroded by hyperinflation, which characterised the Zimbabwean economy in the last The transition to a multi-currency environment makes it imperative for African Sun to raise foreign currency denominated

amount to a 15.06% dilution only if shareholders fail to follow through their rights in full. If all Shareholders are to exercise

ten years.

LETTER TO SHAREHOLDERS

2.2 Need to grow market share There is a need for the Company to keep up with other tourism companies, locally and throughout the region. This will be achieved by offering high-quality amenities exceeding competitors standards for the target market segments. Other local and regional players have already embarked on capital raising for refurbishment and expansion programmes as they seek to reposition their product offering. Delay or failure by African Sun to upgrade its facilities may result in the Company's facilities trailing those of the competition, a development which may lead to loss of market share and earnings going forward. As the Company seeks to exploit business opportunities within the region, there is need to raise funds to fund this regional expansion drive. The Rights Offer thus seeks to raise funds to enable African Sun to refurbish existing hotels while securing leases and management contracts in the region. This will strategically position the Company to grow market share ahead of competition both within and outside Zimbabwe. 2.3 2010 FIFA World Cup There is a need for the Company to strategically position itself such that it can also take advantage of the FIFA 2010 World Cup where Zimbabwe is expected to benefit from high room occupancies on account of its proximity to South Africa, which will be hosting the grand event. 2.4 Refurbishment and expansion In line with the Group's expansion drive into the rest of Africa and targeting the FIFA 2010 World Cup, the proceeds will be used for the refurbishment of the hotels in Zimbabwe and new projects in the region. 3 DETAILS OF THE RIGHTS OFFER The Rights Offer will be on the basis of ten new ordinary shares with a nominal value of $0.01 each for every fifty-six ordinary shares already held, at an issue price of $0.08 per share. The capital to be raised in terms of the Rights Offer will therefore be approximately $10 million, before all costs to be incurred by African Sun with respect to undertaking the Rights Offer. Holders of ordinary shares registered as such at the close of business on Friday 13 November 2009 will be entitled to receive share certificates reflecting the number of additional new African Sun shares resulting from the Rights Offer. To facilitate the proposed Rights Offer, the Companys share register will be closed from 1600 hours on Friday 13 November 2009 to determine those shareholders who will have a right to participate in the Rights Offer and will reopen at 0900 hours on Monday 16 November 2009. The new African Sun shares arising from the Rights Offer will be listed on Friday 11 December 2009 and share certificates will be mailed from this date. Details on the terms and conditions of the Rights Offer are set out in Appendix 3 to this Circular. 4 CONDITIONS PRECEDENT TO THE RIGHTS OFFER The proposed Rights Offer is conditional upon the passing of the following resolutions at the EGM: a) As a special resolution:

That: i. The nominal value of African Sun Limited ordinary shares be and is hereby changed from ZW$0.01 to US$0.01 per share; ii. The African Sun Limited Memorandum of Association be and is hereby amended to the extent that the nominal value of an African Sun Limited share is changed in accordance with item i above.; and iii. The non-distributable reserves as at 31 March 2009 be transferred to the share capital and share premium accounts to account for the increase in the value of issued shares. A special resolution shall be passed by a majority of not less than three-fourths of such members entitled to vote as are present in person or by proxy at a General Meeting at which members holding in the aggregate not less than one fourth of the total votes are present in person or by proxy.

LETTER TO SHAREHOLDERS

b)

As an ordinary resolution:

That the directors be and are hereby authorised to deal with the unissued shares under their control to offer 125 223 168 (one hundred and twenty five million two hundred and twenty three thousand one hundred and sixty eight) ordinary shares of US$0.01 (one cent) each to the shareholders of the Company, at a subscription price of US$0.08 (eight cents) per share, in the ratio of ten new ordinary shares for every fifty six ordinary shares held by shareholders in African Sun Limited at close of business on Friday 13 November 2009 (the record date). An ordinary resolution requires a simple majority of such members entitled to vote as are present in person or by proxy at a General Meeting. 5 REGULATORY ISSUES The Listings Committee of the ZSE has granted a primary listing and permission to deal in all renounceable Letters of Allocation, relating to the Rights Offer Shares to be listed on the ZSE with effect from Friday 11 December 2009. Application has been made to the Listings Committee of the ZSE, which has granted approval, in principle, for the Rights Offer Shares offered in terms of this Rights Offer to be listed on the ZSE from 11 December 2009. 6 SUMMARY INFORMATION ON AFRICAN SUN An overview of the business operations of African Sun, together with statutory information required in terms of the Companies Act, is set out in Appendix 1 to this Circular. 7 TABLE OF ENTITLEMENT AND FRACTIONAL ENTITLEMENTS A table of entitlements with regard to the shares to which African Sun shareholders are entitled to under the terms of the Rights Offer is set out in Appendix 4 to this Circular. 8 EFFECTS OF THE RIGHTS OFFER All the shares that are currently in issue will remain valid and rank pari-passu with the new shares pursuant to the Rights Offer. The effect of the Resolution pertaining to the changes in nominal values from our ZW$ to US$ is sufficient to regularise the existing shares and shares certificates. The target amount to be raised is $10,017,853 at a price of $0.08cents, and an additional 125,223,168 shares will be issued. The issue will be done on the basis of 10 shares for every 56 shares held resulting in a 15.06% dilution. If all shareholders exercise their rights, the proportion of shareholding will not change across the board. The number of shares that will be owned by directors as shareholders will increase by 17.73% from 279.4 million to 329.3 million and in the same ratio as other shareholders Share capital structure pre and post Rights Offer As at 29 October 2009, being the last practicable date before the publication of this Circular to shareholders, dated 30 October 2009, the capital structure of the Company was as follows: Share capital structure pre- Rights Offer Authorised: 1 500 000 000 ordinary shares Issued and fully paid up: 706 249 739 ordinary shares Shares under the control of directors 798 750 261

LETTER TO SHAREHOLDERS

Share capital structure post-Rights Offer Authorised: 1 500 000 000 ordinary shares Issued and fully paid 831 472 907 ordinary shares Under the control of directors: 668 527 093 ordinary shares Note: Refer to Appendix I for financial effects 9 APPLICATION OF FUNDS TO BE RAISED African Sun anticipates raising approximately $10 million through the Rights Offer. The cash raised will be utilised for the refurbishment of hotels in Zimbabwe and funding of the Groups' regional expansion initiatives. The broad intention is to apply the funds as follows: Hotel Crowne Plaza Monomotapa Holiday Inn Harare Holiday Inn Bulawayo Victoria Falls Hotel The Kingdom Hotel Elephant Hills Hotel Total Refurbishment costs Regional expansion Issue costs Total to be raised 10 COSTS OF THE RIGHTS OFFER The costs of the Rights Offer will be borne by African Sun, out of the proceeds of the Rights Offer and include the specific legal, taxation, financial advisory and other services which are estimated at $379 000, detailed as follows; Description Professional fees Printing and publication Underwriting fees Total 11 FUTURE PROSPECTS OF AFRICAN SUN African Sun has re-defined its business to encompass all aspects of the tourism chain to provide a holistic hospitality and leisure product meeting and exceeding the needs and expectations of guests. Through a defined strategy of expansion into high growth African markets, African Sun intends to grow its current 2 926 rooms under management to 8 500 rooms by 2012. The Company intends to achieve this through acquisition of long-term lease arrangements, management contracts and partnerships with property developers in a manner that maximises efficiencies and minimises operational risk. Currently, the Company is focusing on the FIFA 2010 World Cup where the objective is to get as many rooms as possible in South Africa ahead of the grand soccer showcase. The Company intends to have an established presence in markets such as Zambia and Botswana by 2010 as there will be a capacity shortage during the 2010 World Cup, thereby providing an opportunity to exploit these weaker markets. $ 164 000 15 000 200 000 379 000 Budgeted Amount ($) 1 760 000 1 560 000 1 560 000 775 000 1 020 000 825 000 7 500 000 2 138 853 379 000 10 017 853

LETTER TO SHAREHOLDERS

The Company's strategic goals as enshrined in its Destination 2012 strategy are as follows: To grow rooms under management in Africa from the current 2 926 to 8 500 by 2012; To become an employer of choice by providing competitive remuneration, an enabling and winning environment driven by personal learning and development; To achieve a market capitalisation of US$1 billion; To establish brand leadership where it dominates other brands, and become the benchmark for other players; and To attain a dual listing on a major bourse by 2012. Forward-looking statement This circular includes certain statements, estimates and forecasts, which are forward looking and are based on the current expectations of the African Sun Group. The forward-looking statements are subject to certain risks, uncertainties and other factors some of which are beyond the control of African Sun, difficult to predict and could cause actual results to differ materially from those in the projections and forecasts. In making their considerations, shareholders are advised to make their own independent assessment and, in this regard, to consult their own professional advisers. 12 CONSEQUENCES OF NOT IMPLEMENTING THE RIGHTS OFFER If the Company does not undertake the Rights Offer, it will be difficult to fund the envisaged growth as enshrined in Destination 2012. The current facilities that are in need of refurbishment will place the Company in a position of comparative disadvantage making it difficult to capture opportunities that the country offers; The regional expansion strategy will be difficult to fund and this may lead to slower penetration of the market, leading to competitors snatching opportunities in these markets ahead of African Sun; 13 UNDERWRITING AND COMMITMENTS The Rights Offer is fully underwritten. The Directors have engaged third party underwriters who have agreed to underwrite the Rights Offer as per the underwriting agreements dated 26 October 2009, copies of which are available for inspection at the registered offices of African Sun, 17th Floor, Crowne Plaza Monomotapa, 54 Park Lane, Harare. 14 WORKING CAPITAL ADEQUACY STATEMENT The Directors are of the opinion that the financial resources available to African Sun post the transaction will be sufficient to meet working capital requirements. 15 DIVIDEND POLICY African Sun pays out a dividend based on three times cover of cash or near cash profits, depending on the need to retain capital within the business. In light of the capital-raising exercise represented by the Rights Offer, and African Sun's requirement for capital, no dividend is anticipated for the financial year ended 30 September 2009. 16 EXPERTS' CONSENTS Stanbic, ZABG, PricewaterhouseCoopers, Corpserve, Imara Edwards Securities, Dube, Manikai and Hwacha have given, and have not withdrawn, their consents to the issue of this Circular with the inclusion of their names in the forms and contexts in which they appear.

10

LETTER TO SHAREHOLDERS

17

DOCUMENTS AVAILABLE FOR INSPECTION The following documents, or copies thereof, will be available for inspection at the registered offices of African Sun, 17th Floor, Crowne Plaza Monomotapa, 54 Park Lane, Harare, during working hours on week days until Friday, 11 December 2009. The Memorandum and Articles of Association; The unaudited financial statements of African Sun as at 31 March 2009; The Companys annual reports for the past four years; The Accountants' Report; The experts consents referred to in paragraph 16 of the Chairman's letter; The Underwriting Agreement(s) as well as letters of commitment to follow rights; The original signed copy of this Circular to shareholders; EGM Notice; and The lease agreements for hotel properties.

18

OPINIONS AND RECOMMENDATIONS The Directors have considered the terms of the Rights Offer and are unanimously of the opinion that it is in the best interests of the shareholders. Directors who are shareholders will follow their rights. Shareholders holding approximately 50% of African Sun issued share capital have indicated their intention to follow their rights. Yours faithfully For and on behalf of the Board of African Sun Limited T N Chiganze Chairman

11

LETTER TO SHAREHOLDERS

19

DIRECTORS' RESPONSIBILITY STATEMENT The Directors collectively and individually accept full responsibility for the accuracy of the information given and certify that, to the best of their knowledge and belief, there are no other facts, the omission of which would make any statement in this Circular false or misleading, that they have made all reasonable inquiries to ascertain such facts and that this Circular contains all information required by law. Yours faithfully Name Mr T N Chiganze Mr B L Nkomo Mr S A Munyeza Mr N Mangwiro Mr D W Birch Ms E Chitiga Mr F Rwodzi Mr V W Lapham Ms Y E Johnston Designation Chairman Vice Chairman Group Chief Executive Chief Financial Officer Non Executive Non Executive Non Executive Non Executive Non Executive Signature Signed on original Signed on original Signed on original Signed on original Signed on original Signed on original Signed on original Signed on original Signed on original

12

APPENDIX 1: INFORMATION ON AFRICAN SUN

A1.1 SHARE CAPITAL AND SHAREHOLDERS Share Capital Structure Pre- Rights Offer (pending approval) Authorised: 1 500 000 000 ordinary shares of $0.01 each Issued and Fully Paid Up: 706 249 739 ordinary shares of US$0.01 each Share Capital Structure Post Rights Offer Authorised: 1 500 000, 000 ordinary shares of US$0.01 each Issued and Fully Paid 831 249 739 ordinary shares of US$0.01 each Under the control of directors: 668 517 092 ordinary shares of US$0.01 each Existing top ten Shareholders as at 28 October 2009 Shareholder Riustrix Investments P/L Old Mutual Life Assurance Msasa Nominees P/L Criben Investments Kingdom Nominees P/L Chikata Trust Nezungai Innocent Scaiflow Investments P/L Bretwin Investments Zimbabwe Sun Employee Share Msasa Nominees Penblet Investments P/L Other Total A1.2 A1.2.1 DIRECTORS AND DIRECTORS' INTERESTS The Directors of African Sun Mr T N Chiganze (Non-Executive) - Chairman Mr Chiganze is a holder of a Bachelor of Law degree and is an Associate Member of the Chartered Insurance Institute, Zimbabwe. He has experience in the fields of law and insurance, among others. Mr S A Munyeza (Executive) - Group Chief Executive, Finance, Marketing, Risk and Audit, Human Resources and Remuneration Committees Mr Munyeza is a holder of a Bachelor's degree in Accounting Science and a Post-graduate Diploma in Applied Accountancy. He also holds a diploma in Marketing as well as a certificate in Strategic Hospitality Management from Cornell University, New York. He has over 15 years experience at senior levels in the hospitality industry. He holds a balanced portfolio of experience, which has more than adequately prepared him for his role. He is the Zimbabwe 2008 Institute of Directors Award winner, twice recipient of the Institute of Directors Runner up Award, crowned CEO of the Year 2008 by the Institute of People Management Zimbabwe and received the Zimbabwe Tourism Authority Personality of the Year Award for four years running. Mr N Mangwiro (Executive) - Chief Financial Officer, Finance, Risk and Audit Committees Nigel is a Chartered Accountant who has previously been the Finance Director for CAPS and Cresta Hospitality (Private) Limited. He has more than ten years experience at senior level in the finance field. Holding 24.99% 13.30% 13.13% 1.80% 1.84% 1.60% 1.39% 1.39% 1.25% 1.18% 1.06% 1.00% 36.07% 100.00% US$ 15 000 000 7 062 497 15 000 000 8 312 497 6 685 170

13

APPENDIX 1: INFORMATION ON AFRICAN SUN

Mr D W Birch (Non-Executive) - Director, Risk and Audit, Human Resources and Remuneration Committees David has over 30 years' experience at senior level in the insurance sector. Ms E Chitiga (Non-Executive) - Director, Marketing, Human Resources and Remuneration Committees Ms Chitiga holds an Associate degree in Applied Science (Computer Technology), an MBA degree majoring in Financial Management and a Diploma in Tourism. She is an Advanced Management Programme graduate of Harvard Business School. Ms Chitiga is an internationally respected businesswoman, having been selected by KPMG Chartered Accountants (Zimbabwe) as one of the top 50 world-class executives (1996), Global Leader for Tomorrow by the World Economic Forum (1997) and by Marie Claire as one of the 25 most powerful businesswomen (1997). Mr B L Nkomo (Non-Executive) - Director, Finance, Marketing, Risk and Audit Committees Mr Nkomo holds a Bachelor of Technology in Accountancy Degree. He has over 16 years experience with various companies in various managerial capacities. Mr F Rwodzi (Non-Executive) - Director, Finance Committee Mr Rwodzi is a Chartered Accountant with diverse business experience, including the establishment of an investmentbanking organisation Mr V W Lapham (Non-Executive) - Director, Finance and Investments Committee, Human Resources and Remuneration Committee Mr Lapham is a Chartered Accountant by profession. He is a former partner at Ernst & Young with a background in Corporate Finance. Ms Y E Johnston (Non-Executive) - Director, Marketing Committee Ms Johnston has vast experience in advertising, communications, and marketing. She has been running her own marketing consultancy since 2008. A1.2.2 The Directors interests as at 28 October 2009 As at Wednesday 28 October 2009 (being the last practicable date before the publication of this Circular), the direct and indirect interests of the Directors of African Sun and their immediate families in African Sun Limited Shares were as follows: Name Shingi Munyeza Farai Rwodzi Nigel Mangwiro David William Birch Elizabeth Chitiga Total A1.2.3 Other Interests Save as disclosed in paragraph A1.2.2, neither the directors of African Sun nor any member of their immediate families nor any person acting in concert with the Group, controls or is interested (beneficially or otherwise) in any African Sun shares. Name of Company Riustrix Investments (Private) Limited; Criben Investments (Private) Limited Msasa Nominees NK Rehoboath Investments (Private) Limited; Ganlake (Private) Limited Shares 189 157 641 85 764 222 4 802 740 7 600 5 082 279 737 285 Holding 26.78% 12.14% 0.68% 0.00% 0.00% 39.61%

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APPENDIX 1: INFORMATION ON AFRICAN SUN

A.1.2.4 Corporate governance The Group's Board currently comprises a total of nine directors, of which two are executive, with the balance comprising non-executive members. Mr T.N Chiganze chairs the Board, which meets at least quarterly to review the performance of executive management. The Board is authorised to form committees to assist in the execution of its duties, powers and authorities. The Board has four standing committees, namely, Risk and Audit, Human Resources and Remuneration, Finance and Investments, and Marketing. The terms of reference and composition of the committees are determined and approved by the Board and have been adopted by the Board on an annual basis. The Risk and Audit Committee (S A Munyeza, N Mangwiro, D W Birch, B L Nkomo) The Risk and Audit Committee of the Board deals, inter alia, with compliance, internal controls and risk management. It is regulated by specific terms of reference, is chaired by a non-executive director, has a majority of non-executive Directors and incorporates the Group Chief Executive and Chief Financial Officer as members. It meets with the Company's external auditors to discuss accounting, auditing, internal control and financial reporting matters. The external and internal auditors have unrestricted access to the Risk and Audit Committee. The Human Resources and Remuneration Committee (S A Munyeza, D W Birch, V W Lapham, E Chitiga) The Group has a Human Resources and Remuneration Committee and it is made up of a non-executive Chairman, the Group Chief Executive and two non-executive directors. The Committee acts in accordance with the Board's written terms of reference to review the remuneration of all African Sun Limited executive directors, senior management and other members of staff. The Finance and Investments Committee (S A Munyeza, N Mangwiro, B L Nkomo, F Rwodzi, V W Lapham) The Group has a Finance and Investments Committee and it is made up of a non-executive Chairman, the Group Chief Executive, Chief Financial Officer, and three non-executive directors. The Committee is responsible for the review and preliminary approval of the major investment decisions of the Company. The Marketing Committee (S A Munyeza, B L Nkomo, Y E Johnston, E Chitiga) The Group has a Marketing Committee and it is made up of a non-executive Chairman, the Group Chief Executive, and two non-executive directors. The Committee is responsible for the review of all sales and marketing programmes of the Group. A1.3 BORROWING POWERS In terms of the Memorandum and Articles of Association, the directors may exercise all the powers of African Sun to borrow money and the borrowings shall not exceed 300% of the aggregate amounts standing to the credit of all capital and revenue accounts, any share premium account and profit and loss account as set out in the latest consolidated audited statement of the financial position of the Group and its subsidiaries. As at 31 March 2009, the Company had not exceeded its borrowing limit. A1.4 LITIGATION The Directors confirm that there are two legal proceedings of which African Sun is aware. It is Dube Manikai and Hwacha Legal Practitioners opinion that, although the amounts involved in the two cases referred to above are of a significant and possibly material nature, African Sun's prospects for success are good and it is unlikely that the cases' outcome will have a material adverse effect on the transactions contemplated in this Circular or on the prospects of African Sun.

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APPENDIX 1: INFORMATION ON AFRICAN SUN

A1.5

SIGNIFICANT CONTRACTS No material contracts, which are not in the ordinary course of business, have been entered into by African Sun. All the business and transactions of the Company are conducted on an arms-length basis.

A1.6

REGULATORY APPROVAL The ZSE has given approval for the release of this Circular. The Listings Committee of the ZSE has granted a primary listing for, and permission to deal in, all renounceable Letters of Allocation (nil paid) relating to the Rights Offer Shares, between Friday 13 November and Friday 4 December 2009.

A1.7

FINANCIAL INFORMATION OF AFRICAN SUN Unaudited financial information in respect of the six months ended 31 March 2009 is set out below. Historical financial information for the period up to 30 September 2008 is set out in the Company's annual report, which is one of the documents available for inspection at the Companys registered office. GROUP STATEMENT OF COMPREHENSIVE INCOME US$ 6 months ended 31 March 2009 13 619 733 (13 130 028) 489 705 86 556 (36 680) 539 581 7 259 546 840 (10) 893 710 1 440 540 0.08

Revenue Net operating costs Gross profit Equity accounted profits Net finance costs Profit before taxation Taxation Net profit Other comprehensive income net of tax Fair value adjustment Share of other comprehensive income of associate Total comprehensive income for the year Earnings per share Basic and diluted earnings basis (US cents)

16

APPENDIX 1: INFORMATION ON AFRICAN SUN

GROUP STATEMENT OF FINANCIAL POSITION US$ 6 months ended 31 March 2009

ASSETS Non-current assets Property, plant and equipment Intangible assets Deferred tax Biological assets Investments in associates Receivables Current assets Inventories Trade and other receivables Cash and bank Total assets EQUITY AND LIABILITIES Capital and reserves Share capital Share premium Non-distributable reserves Foreign currency translation reserves Retained earnings Total equity Non-current liabilities Borrowings Deferred tax liabilities Current liabilities Trade and other payables Borrowings 21 504 067 939 942 54 093 258 201 13 448 322 1 509 665 37 714 290 1 571 623 5 462 685 1 384 975 8 419 283 46 133 573

29 811 569 (120 306) 1 366 380 31 057 643 675 640 5 802 248 6 477 888 7 791 419 806 623 8 598 042 15 075 930 46 133 573

Total liabilities Total equity and liabilities

17

APPENDIX 1: INFORMATION ON AFRICAN SUN

GROUP STATEMENT OF CASH FLOWS

6 months ended

US$

31 March 2009 489 705 (1 692 029)

Operating profit

Cash flows from operating activities

Depreciation and other non-cash items Decrease in working capital Net financing costs Cash generated from operations Net cash generated from operating activities

570 482

(631 842) 668 522 (553 051) (36 680)

Cash flows from investing activities Maintaining operations Expanding operations Net cash used in investing activities Cash flows from financing activities Increase in long-term borrowings Increase in short-term borrowings Cash generated from financing activities

(1 553 051) 675 640

(1 000 000)

1 113 463 (1 108 110) 2 260 207 1 384 974 232 877

437 823

Net decrease in cash and cash equivalents

Cash and cash equivalents at beginning of the period Exchange losses on cash and cash equivalents Cash and cash equivalents at the end of the period PRO FORMA FINANCIAL INFORMATION OF AFRICAN SUN

A1.8

The unaudited pro forma financial information provided is the responsibility of the Directors. The unaudited pro forma statement of financial position has been prepared for illustrative purposes only, and because of its nature may not give a fair reflection of African Suns financial position after the Rights Offer. The pro forma statement of financial position is provided to illustrate how the Rights Offer might have affected the financial position of African Sun had the Rights Offer been effected on 31 March 2009.

18

APPENDIX 1: INFORMATION ON AFRICAN SUN

AFRICAN SUN LIMITED PRO FORMA GROUP STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2009 Before Unaudited Note1 US$ Note 2 US$ Note 3 US$ Note 4 US$ Note 5 US$

ASSETS Non-current assets Property, plant and equipment Intangible assets Biological assets Investment in associate Investment in subsidiary Receivables Total non-current assets Current assets Inventories Trade and other receivables Cash and cash equivalents Total current assets Total Assets

After Unaudited Pro forma US$

21 504 067 939 942 258 201 13 448 322 1 509 665 37 660 197 1 571 624 5 462 685 1 384 974 8 419 283 46 079 480

1 700 000 1 700 000 1 700 000

(379 000) (379 000) (379 000)

21 504 067 939 942 258 201 13 448 322 1 700 000 1 509 665 39 360 197 1 571 624 5 462 685 11 023 827 18 058 136 57 418 333

- 10 017 853 - 10 017 853 - 10 017 853

EQUITY AND LIABILITIES Capital and reserves Share capital Share premium Non distributable reserves 29 811 568 Foreign currency translation reserve (120 306) Retained earnings 1 366 380 Total Equity 31 057 642 Non-current liabilities Borrowings Deferred tax Total non-current liabilities Current liabilities Trade and other payables Borrowings Total current liabilities Total equity and liabilities 675 640 5 748 155 6 423 795 7 791 420 806 623 8 598 043 46 079 480

6 942 497 1 252 232 21 187 492 8 765 622 (28 129 989) - 10 017 854 -

170 000 1 530 000 1 700 000 1 700 000

(379 000) (379 000) (379 000)

8 364 729 31 104 114 1 681 579 (120 306) 1 366 380 42 396 496 675 640 5 748 155 6 423 795 7 791 419 806 623 8 598 042 57 418 333

- 10 017 854

Notes 1. Extracted from the unaudited half year United States of America dollar (US$) financial information as at 31 March 2009. 2. Represents the transfer of non-distributable reserves to share capital and share premium to account for change in the par value of share capital in issue. 3. Represents the effect of the proposed Rights Offer of 125 223 168 new ordinary shares of par value $0.01 each at an offer price of $0.08 per share. 4. Represents the effect of the acquisition of HotelServe Distribution (Private) Limited a wholly owned subisidiary of African Sun Limited as at 1 May 2009. The purchase consideration comprised 17 000 000 ordinary shares of a par value of $0.01 each at a price of $0.10 per share. 5. Represents the estimated Rights Offer costs of $379 000.

19

APPENDIX 2a: REPORTING ACCOUNTANTS REPORT ON THE FINANCIAL INFORMATION OF AFRICAN SUN

The Directors African Sun Limited Crowne Plaza Monomotapa 54 Park Lane P O Box CY 1211 Causeway Harare Zimbabwe 30 October 2009 Dear Sirs INDEPENDENT REPORTING ACCOUNTANTS REPORT ON THE CONSOLIDATED FINANCIAL INFORMATION FOR AFRICAN SUN LIMITED (African Sun) or the (Company) or (the Group) 1. Introduction The directors of African Sun (Directors) are proposing to raise an amount of approximately US$ 10,000,000 (ten million United States of America Dollars), by way of a renounceable Rights Offer of 10 shares for every 56 ordinary shares held in the issued share capital of African Sun (the Rights Offer). The proceeds being raised will be used for the refurbishment of six of the hotels in Zimbabwe and contribute towards expansion into the rest of Africa. We have acted as auditors of the Group and have reported on the annual consolidated financial statements of the Group for years ended 31 March 2004 and 31 March 2005, eighteen months ended 30 September 2006, years ended 30 September 2007 and 30 September 2008. In terms of section 8.3 of the Zimbabwe Stock Exchange (ZSE) listing requirements, we present our report on the audited consolidated historical cost Zimbabwe dollar (Z$) financial information of African Sun and its subsidiaries for the five periods and the unaudited interim United States of America dollar (US$) financial information for the half year ended 31 March 2009. The functional currency of the Group, changed on 1 February 2009, from Zimbabwe dollar (Z$) to United States of America dollar (US$), following the legalisation of the use of foreign currency to measure and settle day to day transactions with effect from 30 January 2009. The Minister of Finance demonetised the Zimbabwe dollar with effect from 15 July 2009. The Zimbabwe dollar financial information has not been included in the Circular due to the two issues mentioned above and the limitation of financial reporting that obtained in the country during the financial year ended 30 September 2008 arising from the hyperinflationary environment, which is adequately dealt with in the 2008 annual report. The annual reports for the periods mentioned above are available for inspection at the Extraordinary General Meeting or 17th Floor, Office 1708, Crowne Plaza Monomotapa Hotel, 54 Park Lane, Harare, the registered office of the Company.

The Partnership's principal place of business is at Arundel Office Park, Norfolk Road, Mount Pleasant, Harare, Zimbabwe where a list of the Partners' names is available for inspection.

T I Rwodzi-Senior Partner

20

APPENDIX 2a: REPORTING ACCOUNTANTS REPORT ON THE FINANCIAL INFORMATION OF AFRICAN SUN

2.

Responsibilities The compilation, contents and presentation of the Circular is the responsibility of the Directors of African Sun. Our responsibility is to express an opinion on the consolidated financial information presented in the Circular. Directors' Responsibility for the Financial Statements The Company's Directors are responsible for the preparation, contents and presentation of the Circular and the fair presentation of the report on the consolidated financial information in accordance with International Financial Reporting Standards (IFRS). This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Reporting Accountants Responsibility Our responsibility is to express an opinion on the audited consolidated historical cost Zimbabwe dollar (Z$) financial information for the five periods and the unaudited interim United States of America dollar (US$) financial information for the half year ended 31 March 2009 based on our work.

3.

Scope of the Audit We conducted our audit in accordance with International Standards on Auditing (ISA). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Period ended 31 March 2009 We did not perform an audit nor a review in accordance with International Standards of Review Engagements (ISRE) 2410 of the consolidated financial information relating to the half year ended 31 March 2009. We do not express an audit opinion nor a review opinion thereon.

4.

Audit Opinion Years ended 31 March 2004, 31 March 2005, eighteen months ended 30 September 2006 and year ended 30 September 2007 The opinions issued on the inflation adjusted financial statements of African Sun were unqualified because these financial statements complied with International Financial Reporting Standards and the requirements of the Zimbabwe Companies Act (Chapter 24:03). Prior to 30 September 2008, the Group was known as Zimbabwe Sun Limited.

21

APPENDIX 2a: REPORTING ACCOUNTANTS REPORT ON THE FINANCIAL INFORMATION OF AFRICAN SUN

Year ended 30 September 2008 Adverse opinion - non-compliance with IFRS In our opinion, the consolidated financial statements of African Sun for the year ended 30 September 2008, do not give a true and fair view of the financial position of the Group at 30 September 2008 and of the results of the Group's operations and cash flow for the financial year then ended in accordance with IFRS because the financial statements were prepared under the historical cost convention and, therefore have not been stated in terms of the measuring unit current at 30 September 2008 as required by International Accounting Standard (IAS) 29 Financial Reporting in Hyperinflationary Economies. The non-compliance with IAS 29 arose from the unavailability of the official inflation indices and the difficulty to reliably measure inflation; as explained in the annual report for the year ended 30 September 2008. Our report is dated 12 February 2009. Report on legal and regulatory requirements These financial statements have been prepared in accordance with the accounting policies set out on page 34 to 43 ( of the annual report ) and comply with the disclosure requirements of the Zimbabwe Companies Act ( Chapter 24:03) and the relevant Statutory Instruments (SI 33/99 and SI 62/99). Our report is dated 12 February 2009. Yours faithfully

PricewaterhouseCoopers Chartered Accountants (Zimbabwe) Harare

22

APPENDIX 2b: REPORTING ACCOUNTANTS REPORT ON THE FINANCIAL INFORMATION OF AFRICAN SUN

The Directors African Sun Limited Crowne Plaza Monomotapa 54 Park Lane P.O.Box CY 1211 Causeway Harare Zimbabwe 30 October 2009 Dear Sirs INDEPENDENT REPORTING ACCOUNTANTS' REPORT ON THE UNAUDITED PRO FORMA STATEMENT OF FINANCIAL POSITION OF AFRICAN SUN LIMITED (African Sun) 1. Introduction The directors of African Sun (Directors) are proposing to raise an amount of approximately US$ 10 000 000 (ten million United States of America Dollars), by way of a renounceable Rights Offer of 10 shares for every 56 ordinary shares held in the issued share capital of African Sun (the Rights Offer). The proceeds being raised will be used for the refurbishment of six of the hotels in Zimbabwe and contribute towards expansion into the rest of Africa. We report on the unaudited pro forma consolidated statement of financial position (referred to as the unaudited pro forma financial information) set out in Paragraph A1.8 of Appendix 1 of the circular to African Sun shareholders to be dated on or about 30 October 2009 (the Circular). The unaudited pro forma financial information has been prepared for illustrative purposes only, to provide information about how the Rights Offer would have impacted on the financial position of African Sun. Because of its nature, the unaudited pro forma financial information may not give a fair reflection of African Sun's financial position nor the effect on income going forward. At your request and for the purposes of the Circular, we present our report on the unaudited pro forma financial information in compliance with the Zimbabwe Stock Exchange (ZSE) listing requirements. 2. Responsibilities The Directors are solely responsible for the preparation of the unaudited pro forma financial information to which this independent reporting accountant's report relates, and for the financial statements and financial information from which it has been prepared. It is our responsibility to express an opinion on the basis of preparation of the unaudited pro forma financial information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any information used in the compilation of the unaudited pro forma financial information beyond that owed to those to whom those reports were addressed at their dates of issue.
T I Rwodzi-Senior Partner The Partnership's principal place of business is at Arundel Office Park, Norfolk Road, Mount Pleasant, Harare, Zimbabwe where a list of the Partners' names is available for inspection.

23

APPENDIX 2b: REPORTING ACCOUNTANTS REPORT ON THE FINANCIAL INFORMATION OF AFRICAN SUN

3.

Basis of Opinion Our work, which did not involve any independent examination of any of the underlying financial information, consisted primarily of agreeing the consolidated reviewed financial information of African Sun for the half year ended 31 March 2009, considering the evidence supporting the adjustments to the unaudited pro forma financial information, recalculating the amounts based on the information obtained and discussing the unaudited pro forma financial information with the Directors. Because the above procedures do not constitute either an audit or a review made in accordance with the International Standards on Auditing (ISA), we do not express any assurance on the fair presentation of the unaudited pro forma financial information. Had we performed additional procedures or had we performed an audit or review of the financial information in accordance with the ISA, other matters might have come to our attention that would have been reported to you.

4.

Opinion In our opinion: The unaudited pro forma financial information has been properly compiled on the basis stated; Such basis is consistent with the accounting policies of African Sun; and The adjustments are appropriate for the purposes of the unaudited pro forma financial information, as disclosed in terms of the Rights Offer and in terms of the ZSE listing requirements. Yours faithfully

PricewaterhouseCoopers Chartered Accountants (Zimbabwe) Harare

24

APPENDIX 3: TERMS AND CONDITIONS OF THE RIGHTS OFFER

A.3.1 Terms of the Rights Offer The Rights Offer provides for 125 223 168 ordinary shares in the issued share capital of African Sun. These shares are to be offered to those shareholders, registered as such at the close of business on the record date, for subscription in cash at a price of $0.08 each, payable in full on acceptance, on the basis of ten new shares for every fifty-six held at the Record Date. A.3.2 Time and Date of the Opening and Closing of the Rights Offer The Rights Offer opens at 09:00am on Monday 23 November 2009 and will close at 1600 hours on Friday 11 December 2009. The last day for dealing in Letters of Allocation will be Friday 4 December 2009. The last day for splitting Letters of Allocation will be Tuesday 8 December 2009. A.3.3 Courses of Action Set out below is an analysis of the various options open to African Sun shareholders with respect to the rights accruing to them in terms of the Rights Offer: A.3.3.1 ACCEPTANCE - subscribe for all the new Rights Offer Shares offered A person to whom this Rights Offer is made (and/or his/her renouncee) who wishes to apply for Rights Offer Shares, must complete the renounceable Letter of Allocation in accordance with the instructions contained therein and deliver it, together with payment in accordance with paragraph A.6.3 below, to Corpserve at their addresses, detailed under Corporate Information, contained on page 2 of this Circular. The completed Letter of Allocation and payment must reach the above address by no later than 12 noon on Thursday , 17 December 2009. A.3.3.2 SPLITTING - subscribe in part for the Rights Offer Shares and sell the remaining rights through the ZSE A Letter of Allocation may be split into letters of smaller denominations by completing the Letter of Allocation, in accordance with the instructions contained therein. The last day for splitting will be 16 00 hours on Tuesday 8 December 2009 A.3.3.3 RENUNCIATION - sell all rights to the Rights Offer Shares being offered through the ZSE The right to subscribe for Rights Offer Shares in African Sun, as detailed in the Letter of Allocation, may be renounced (nil paid) by completing the Letter of Allocation in accordance with the instructions contained therein. A.3.4 Payment The amount due from every shareholder on acceptance is payable in the currency of United States of America Dollars and cheques or bankers' drafts (crossed not negotiable) in respect of subscriptions should be made payable to African Sun Rights Issue. Bank stamped proof of payment by electronic transfer and completed Letters of Allocation should be lodged with Corpserve at their addresses, detailed under Corporate Information, contained in page 2 of this Circular. All cheques or bankers' drafts received will be deposited immediately. Applications will be registered as valid only when cheques or bankers' drafts are cleared.

25

APPENDIX 3: TERMS AND CONDITIONS OF THE RIGHTS OFFER

A.3.5 Exchange Control Non-resident Shareholders of African Sun are advised to consult their professional advisors or bankers regarding their individual exchange control position, in relation to their participation in the Rights Offer described in this Circular to Shareholders. A.3.6 Fractions of Rights Offer Shares Fractional entitlements will be rounded to the nearest whole ordinary share. A.3.7 Listing and registration of Rights Offer Shares The Listings Committee of the ZSE has granted a primary listing for, and permission to deal in, all renounceable Letters of Allocation (nil paid) relating to the Rights Offer Shares, between Friday 13 November 2009 and Friday 4 December 2009. Renounceable Letters of Allocation may be negotiated and sold, subject to exchange control regulations, the details of which are provided in paragraph A.3.3.3 of this Appendix 3. Application has been made for the Rights Offer Shares to be listed on the ZSE on Friday 11 December 2009. Persons becoming shareholders as a result of the Rights Offer will be placed on the African Sun share register. The transfer secretaries in respect of the Rights Offer Shares are Corpserve, whose details are set out under Corporate Information. A.3.8 Dividends The shares issued pursuant to the Rights Offer will be issued as fully paid and will rank pari-passu with existing ordinary shares from the date of their listing. The Directors did not declare a dividend for the six months ended 31 March 2009. A.3.9 Rights Offer Share certificates New share certificates in respect of Rights Offer Shares will be posted on or about 21 December 2009, at the risk of the shareholders to whom they are addressed.

26

APPENDIX 4: TABLE OF ENTITLEMENTS AND FRACTIONAL SHARES

Set out below is a table of entitlement of African Sun shareholders to Rights Offer shares, based on a ratio of ten (10) new ordinary

ordinary share.

shares for every fifty six (56) shares held on the Record Date. Fractional entitlements will be rounded up to the nearest whole Entitlement at ratio10 for every 56 887 178 Cost at $0.08 per Rights Offer Share 71 14

Number of African Sun Shares 5 000 1 000

500 000 000

100 000 000

50 000 000

10 000 000

5 000 000

1 000 000

500 000

100 000

50 000

10 000

1 773 88 654 17 731

8 866

142 7 092 1 418

709

88 653 603

17 730 721

8 865 361

1 773 072

886 536

177 308

141 846 7 092 288 1 418 458

70 923

14 185

709 229

27

APPENDIX 5: UNDERWRITERS DETAILS

Name: Registered Office: Date of Incorporation: Registration Number: Directors:

Zimbabwe Allied Banking Group Limited ZABG House, 56 - 60 Samora Machel Avenue, Harare 17 November 2004 13979/2004 A Jongwe (Chairman), R Makoni (Deputy Chairman), L D Gudza, J K Kadzura, K Kujinga, T C Mazingi, J Sanders, S Gwasira (CEO)*, M Chipunza (Finance Director)*, B A Chikwanha and F Karara (Operations Director)*. *Executive Charity Machimbidzofa

Company Secretary:

28

APPENDIX 6: AFRICAN SUN SHARE PRICE INFORMATION

The table below provides statistical information on the highs and lows for the prior eight months ended 30 September 2009. Date 28-Feb-09 (US c) 10 12 11 7 High (US c) 3 6 Low Volume 18 358

30-Sep-09

31-Aug-09

31-Jul-09

30-Jun-09

31-May-09

30-Apr-09

31-Mar-09

11 9

14

20

7.5

9.5

10

10

474 940 1 005 737 122 692 531 341 248 441 83 573

49 989

to continue, given the strong possibility of an economic upturn following the formation of the inclusive government and dollarisation of the economy. The share has traded at an average price of $0.09 cents since the ZSE resumed trading on 19 half year financial results. February 2009. The price hit $0.20 cents, its highest so far in June 2009 buoyed by the announcement of African Suns impressive

Counters in the tourism sector have generally outperformed the Industrial Index in recent years and this performance is expected

29

APPENDIX 7: NOTICE OF EGM AND PROXY FORM

(Incorporated in Zimbabwe on 2 July 1971 under Registration Number 643/1971) (African Sun or the Company) NOTICE TO SHAREHOLDERS Notice Convening an Extraordinary General Meeting of Members of African Sun Limited (the Company) in terms of Article 55 of the Articles of Association NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting of members of African Sun Limited (the Company) will be held at the BORROWDALE BROOKE GOLF AND COUNTRY CLUB, BROOKELAND, BORROWDALE BROOKE, HARARE, on Friday 13 November 2009 at 1200 hours for the purpose of considering and, if thought fit, passing with or without modification, the resolutions set out below. WHEREAS: 1 The Company is desirous of creating shareholder value by, inter alia, growing rooms under its management, pursuant to its strategic goals as will more fully appear in the Circular to shareholders (the Circular), which Circular shall be published in due course; 2 3 The Company needs additional funding to refurbish existing hotel properties in Zimbabwe, finance its expansion drive into the rest of Africa and for working capital requirements; The Company is seeking to raise additional funding through the following methods: a) Rights Offer; b) A waiver of pre-emptive rights whose object will be to empower the Directors to raise capital by way of private placement. c) Loan capital to be raised in terms of the Companys Memorandum and Articles of Association with any conversion rights approved by Shareholders. 4 The Directors believe that the refurbishment of existing hotel properties will deliver substantial value to shareholders in the medium-term insofar as it will be in the advancement of the Companys expansion drive. Accordingly, shareholders are requested to consider, and if deemed fit, to pass with or without modification, the following resolutions: AS A SPECIAL RESOLUTION 1 2 3 THAT the nominal value of African Sun Limited ordinary shares be and is hereby changed from ZW$0,001 to US$0,01 per share; the African Sun Limited Memorandum of Association be and is hereby amended to the extent that the nominal value of an African Sun Limited share is changed in accordance with (1); and the non-distributable reserves as at 31 March 2009 be transferred to the Share Capital and Share Premium Accounts to account for the change in value of issued shares.

30

APPENDIX 7: NOTICE OF EGM AND PROXY FORM

AS ORDINARY RESOLUTIONS 1 THAT the Directors be and are hereby authorised to deal with the unissued shares under their control to offer 125 223 168 (one hundred and twenty-five million two hundred and twenty-three thousand one hundred and sixty eight) ordinary shares of US$0.01 (1cent) each to the Shareholders of the Company, at a subscription price of US$0.08 (8 cents) per share, in the ratio of 10 (ten) new ordinary shares for every (56) fifty six ordinary shares held by Shareholders in African Sun Limited at close of business on Friday 13 November 2009 (the Record Date). APPROVAL FOR CAPITAL RAISING THROUGH PRIVATE PLACEMENT OFFER That the Directors be and hereby authorized to raise US$10 000 000,00 (ten million dollars) by way of a private placement and that Shareholders agree to waive their pre-emptive rights. 3 TO RAISE LOAN CAPITAL AND ISSUE DEBT INSTRUMENT That the Directors be and hereby authorised to raise US$15 000 000,00 (fifteen million dollars) Loan Capital and issue a debt instrument upon such terms and conditions as agreed by Shareholders. 4 TO PLACE UNISSUED SHARES UNDER DIRECTORS That the balance of the authorised but unissued ordinary shares of the Company, be placed under the control of the Directors for an indefinite period, to be issued in compliance with the terms of the Companys Memorandum and Articles of Association and the regulations of the Zimbabwe Stock Exchange, provided that no issue will be made which would effectively transfer the control of the Company without the prior approval of the Shareholders in a General Meeting. 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 and vote and speak in their place at the meeting. A proxy need not be a member of the Company. (b) 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. BY ORDER OF THE BOARD E T SHANGWA Company Secretary 17th Floor, Crowne Plaza Monomotapa, 54 Park Lane Harare 23 October 2009

31

APPENDIX 7: PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING

I/ We of Being member/members of the above Company, hereby appoint: Mr/Mrs/Ms/Dr or failing him of as my/our proxy to vote for me/us on my/our behalf at the Extraordinary General Meeting of the Company to be held on Friday 13 November 2009 at 1200 hours and any adjournment thereof.

Signature ......................................... Signed this day of ....................... 2009

Note 1. A member entitled to attend and vote at this meeting is entitled to appoint a proxy to attend, and speak in his stead. The person appointed need not be a member. 2. Proxy forms should be lodged at the registered office of the Company by no later than 48 hours before the time of holding the meeting. 3. Any alterations or corrections made to this form of proxy (including the deletion of alternatives) must be initialled by the signatory/signatories. 4. Shareholders are requested to submit key questions in writing at least five days before the date of the meeting to enable comprehensive answers to be prepared. This will not preclude them from raising questions from the floor. Physical Delivery E T Shangwa The Company Secretary African Sun Limited 17 Floor, Crowne Plaza Monomotapa 54 Park Lane, Harare Zimbabwe By Post B L Manzira Corpserve (Private) Limited 2nd Floor ZB Centre PO Box 2208, Harare Zimbabwe

32

APPENDIX 8: LETTER OF ALLOCATION

(Incorporated in Zimbabwe on 2 July 1971 under Registration Number 643/1971) (African Sun or the Company)

relating to the rights offered to ordinary shareholders in African sun (Shareholders), who were registered at the close of business to subscribe for additional ordinary shares in the capital of African Sun (shares or Rights Offer Shares), at a price of USD0.08 each, in the ratio of ten (10) new Rights Offer Share for every fifty six (56) ordinary shares already held. on Friday, 13 November 2009,

RENOUNCEABLE LETTER OF ALLOCATION (LA)

This document should be read in conjunction with the Rights Offer document dated 30 October 2009 (Circular), which was mailed separately to shareholders. IF YOU HAVE RECENTLY SOLD ALL OR PART OF YOUR SHARES IN AFRICAN SUN, PLEASE SIGN SECTION I OF THE FORM GENERAL (ZSE), even though you have not paid any money for the Rights Offer Shares being offered to you. 2. ALLOCATION The LA overleaf is a valuable document that you can sell through your stockbroker on the Zimbabwe Stock Exchange

OVERLEAF, AND DELIVER THE LETTER OF ALLOCATION TO THE BROKER OR AGENT THROUGH WHOM YOU SOLD THE SHARES. 1.

In terms of the Circular, you are hereby offered to subscribe, at US$ 0.08 per Rights Offer Share, for the number of Rights ordinary shares registered in your name at the close of business on Friday 13 November 2009, in the ratio of ten (10) new Rights Offer Shares for every fifty six (56) ordinary shares already held, details of which are set out in section C overleaf.

Offer Shares shown in section D overleaf. The Rights Offer Shares you have been allocated are based on the number of

3. 3.1

COURSES OF ACTION: ACCEPTANCE - Subscribe for all the Rights Offer Shares offered In this case, you should return this LA, left blank, to Corpserve (Private) Limited, 2nd Floor, ZB Centre, Corner First Street payments are as follows: Account number Bank SWIFT CODE Branch Account name and Kwame Nkrumah Avenue, (P O Box 2208), Harare, with your cheque or authentic electronic transfer form /RTGS form, for the amount shown in section E overleaf. Full instructions are set out in section G overleaf. The bank details for all RTGS African Sun Rights Issue 0240053594501 SBICZWHX Park Lane Stanbic Bank Zimbabwe Limited

33

APPENDIX 8: LETTER OF ALLOCATION

3.2

RENUNCIATION - Sell your rights In this case, you may renounce your right to accept the Rights Offer Shares offered to you and sell your rights, via a Imara Edwards Securities (Private) Limited, with your instructions to sell the rights. stockbroker, on the ZSE. This you can do by signing section H of the form overleaf and by sending it to your stockbroker or

The price which you may receive for your rights will depend on the current market price ruling on the ZSE at the time of sale. Neither the Company nor its agents shall be obliged to investigate whether the LA has been properly signed. If the rights paragraph 3.1 shall apply, mutatis mutandis. are subsequently sold, and the person purchasing the rights wishes to subscribe for the Rights Offer Shares shown in section D overleaf, he or she or his or her agent must complete section I of the form overleaf, and the provisions of

3.3

SPLITTING - Part subscription and sell your remaining rights This can be done by splitting your LA. In this case, you should complete and sign section H of the form overleaf and send it immediately to your stockbroker or agent through whom part of your allocation is to be sold, with instructions given as to taken up must be included. Your broker or agent will then arrange for the splitting to be effected and lodge the LA with Corpserve (Private) Limited by the due date. Alternatively, you may send the LA with your instructions and payment market, during the period for dealing in the nil paid LAs.

the number of Rights Offer Shares to be taken up and the number to be sold. Payment for the Rights Offer Shares to be directly to Corpserve (Private) Limited. Your broker or agent should then endeavour to sell the balance of your rights in the 4. TIMETABLE Last day for dealing in LAs (by 1200 hours) Dealings in LAs commences on the ZSE Friday, 04 December 2009 Monday, 23 November 2009

New share certificates to be mailed from 5. SIGNATURES

Date of allotment of Rights Offer Shares

Last day for payment; Rights Offer closes (at 1600 hours)

Last day for splitting of LAs (by 1200 hours)

Monday ,21 December 2009

Thursday,17 December 2009

Friday ,11 December 2009

Tuesday 08 December 2009

All alterations on sections H and I must be authenticated by a full signature of the shareholder whose details are set out in section B overleaf. Joint renunciations must be signed by all the shareholders concerned. 6. EXCHANGE CONTROL REGULATIONS LAs in favour of shareholders whose registered addresses are outside Zimbabwe have been endorsed as required in terms Stanbic Bank, 6th Floor Stanbic Centre, 59 Samora Machel Avenue, Telephone +263 4 759471/9 7. NEW SHARE CERTIFICATES New share certificates will be posted from Monday 21 December 2009 to the appropriate address recorded in section B overleaf, unless specific instructions to the contrary are given in writing by the person(s) concerned. of the Exchange Control Regulations (1996). In the event of any queries, foreign shareholders are requested to contact

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APPENDIX 8: LETTER OF ALLOCATION

(Incorporated in Zimbabwe on 2 July 1971 under Registration Number 643/1971) (African Sun or the Company) RENOUNCEABLE LETTER OF ALLOCATION: This document is valuable and may be traded on the Zimbabwe Stock Exchange. Please read the instructions and notes in this Letter of Allocation in conjunction with the Rights Offer Circular dated 30 October 2009 to which it relates. If you are in any doubt as to the action to be taken, you should contact your stockbroker, bank manager or other professional advisor. B. A. Name and address of shareholder: Number of fully paid ordinary shares of USD 0.01 each registered in your name at the close of business on Friday, 13 November 2009: Letter of Allocation number:

C. D. E.

G. ACCEPTANCE

F.

Exchange Control endorsement:

Amount payable on above number of Rights Offer Shares:

Number of Rights Offer Shares of USD 0.01 each which can be subscribed for at USD 0.08 each:

If you wish to subscribe for these new shares which have been offered to you, simply return this Letter of Allocation to Corpserve (Private) Limited, 2nd Floor, ZB Centre, Corner First Street and Kwame Nkrumah Avenue, (P O Box 2208), Harare, together with your cheque and stamped RTGS or bank draft in favour of Corpserve - African Sun Rights Issue and crossed Not negotiable. The bank details for RTGS Payments are: Account Name - African Sun Rights Issue; Bank - Stanbic Bank Zimbabwe Limited; Account No.- 0240053594501; Branch Park Lane This should be received by Corpserve (Private) Limited by no later than 1600 hours on 11 December 2009.

H. FORM OF RENUNCIATION/ SPLITTING

(To be completed by the shareholder named in section B above if the right to subscribe for Rights Offer Shares is to be renounced or if this letter is to be split)

TO:

Signature 1. 2. 3.

I/We, the shareholder(s) named above, hereby renounce my/our right to subscribe for the Rights Offer Shares allocated to me/us stated above in favour of the person(s) signing the registration application form (section I) in relation to such shares.
If this letter is to be split, please give details in the space provided below: Details of split required:

The Directors African Sun Limited

Date

I. REGISTRATION APPLICATION FORM PLEASE PRINT Surname / Name of Company:

(To be completed by person(s) or his/her/their agent to whom the right has been renounced)

First names in full (if applicable): Signature

Title (Mr, Mrs, Miss, Ms, etc.): Date

BROKERSS STAMP

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