This document is neither a prospectus nor an invitation to the public but is an offer to African Sun Limited (African Sun)

shareholders to acquire shares on the terms and conditions set out herein. If you are in doubt as to the action you should take, please consult your stockbroker, banker, accountant or other professional advisor immediately.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The directors of African Sun, whose names appear hereunder, collectively and individually accept full responsibility for the accuracy of the information contained in this Abridged Circular and further confirm that they have made all reasonable enquiries and declare that to the best of their knowledge and belief, there are no facts, the omission of which would make any statement in this Abridged Circular false or misleading.

ABRIDGED CIRCULAR TO SHAREHOLDERS REGARDING A RENOUNCEABLE RIGHTS OFFER

Lead financial advisors
Sponsoring brokers

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

Reporting accountants

Transfer secretaries

Legal advisors

Underwriters

PricewaterhouseCoopers Chartered Accountants (Zimbabwe)

PROPOSED TRANSACTION

Corpserve (Private) Limited

Date of Issue: Friday 30 October 2009

Number of African Sun Shares 1 500 000 000 706 249 739 793 750 261 Number of African Sun Shares 1 500 000 000 706 249 739 125 223 168 831 472 907 668 527 093

Imara Edwards Securities (Private) Limited

Dube, Manikai and Hwacha Legal Practioners

Zimbabwe Allied Banking Group Limited

The Directors are proposing to recapitalise African Sun through a Rights Offer to raise approximately $10 million. This exercise aims to raise funds for refurbishment of existing hotels as well as funding regional expansion. The major shareholders have committed to follow their rights in full. Pursuant to the need for African Sun to refurbish its hotels and grow its market share locally and regionally, the Directors propose a renounceable Rights Offer of 125 223 168 Rights Offer shares to holders of ordinary shares, registered as at the close of business on 13 November 2009, for subscription in cash, at a price of US$0.08 (8 cents) each, payable in full on acceptance, on the basis of ten (10) new ordinary shares for every fifty-six (56) ordinary shares in issue.

EFFECTS OF THE RIGHTS OFFER

DOCUMENTS AVAILABLE FOR INSPECTION (continued) Nominal value US$ 15 000 000 7 062 497 7 937 503 Nominal value US$ 15 000 000 7 062 497 1 252 232 8 314 729 6 685 271

Share capital before the Rights Offer Authorised share capital Ordinary shares of a nominal value of $0.01 each*

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. Set out below are the key reasons for undertaking the proposed Rights Offer. Need to raise funding for refurbishment of six of the hotel properties in Zimbabwe and new projects in the region; and Need to grow market share by offfering high quality hotel amenities.

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.

RATIONALE FOR THE TRANSACTION

Authorised but unissued ordinary shares Currently under the control of the Directors. Share capital after the Rights Offer

Issued and fully paid share capital Ordinary shares of a nominal value of $0.01 each*

Approximate number of authorised but unissued ordinary share under the control of the Directors after the EGM. Notes:

Approximate number of ordinary shares is issue after the Rights Offer.

Approximate number of Rights Offer Shares proposed to be issued in terms of the Rights Offer.

Issued and fully paid share capital Issued share capital before Rights Offer

Authorised share capital Ordinary shares of a nominal value of $0.01 each*

Subscription price per Rights Offer share Number of Rights Offer Shares Number of ordinary shares post the Rights Offer Percentage of enlarged ordinary share capital available under the Rights Offer. Gross Rights Offer proceeds Notes:

TERMS OF RIGHTS OFFER

The Memorandum and Articles of Association The unaudited financial statements for the period ended 31 March 2009 The Company's annual reports for the past five years The Accountants' Report The experts` consents referred The Underwriting Agreement(s) as wellas letters of commitment to follow rights The original signed copy of this Circular to shareholders EGM Notice The lease agreements for hotel properties US$0.08 125 223 168 831 472 907 15.06% US$10 017 853

The Rights Offer Shares will, following the Rights Offer, rank pari passu in all respects with all other shares, including the right to receive all dividends or other distributions thereafter declared, made or paid on the issued ordinary share capital of African Sun.

IMPORTANT DATES

CONDITIONS PRECEDENT

The Rights Offer contemplated herein is subject to the following conditions precedent:

*The $0.01 nominal value used is subject to approval by shareholders at the EGM to be held on Friday, 13 November 2009.

Passing of the Resolution to be tabled before shareholders at the EGM to be held on Friday, 13 November 2009 seeking to change the nominal value of African Sun Limited ordinary shares from ZW$0.001 to US$0.01 per share.

CONSEQUENCES OF NOT IMPLEMENTING THE RIGHTS OFFER

Passing of the Resolution to be tabled before members at the EGM to be held on Friday, 13 November 2009 authorising the Directors to undertake the Rights Offer in accordance with the terms and conditions set out in this Circular to shareholders.

If the Rights Offer is not implemented as outlined in this Circular, African Sun will be unable to: refurbish some of its hotels thereby making it difficult to capture opportunities that the country offers; and expand into the region which may result in slower market penetration and competitors snatching opportunities ahead of African Sun;

The transaction is fully underwritten. The Board has engaged a third party underwriter who has agreed to underwrite the Rights Offer as per the Underwriting Agreement dated 26 October 2009, copies of which are available for inspection. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED 31 MARCH 2009 Revenue Net operating costs Equity accounted profits Net finance costs Taxation Fair value adjustment Share of other comprehensive income of associate Total comprehensive income for the year CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT SIX MONTHS ENDED 31 MARCH 2009 ASSETS Non-current assets Current assets Total assets FINANCIAL HIGHLIGHTS

UNDERWRITING

Current assets Inventories Trade and other receivables Cash and cash equivalents Total assets

CONSOLIDATED PRO FORMA STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2009 Unaudited Actual Adjusted for 6 months the Rights Offer to June 2009 Pro forma US$ US$ ASSETS Non-current assets 37 660 197 39 360 197 Property, plant and equipment 21 504 067 21 504 067 Investment in subsidiaries and associates 13 448 322 15 148 322 Other non current assets 2 707 808 2 707 808 8 419 283 1 571 624 5 462 685 1 384 974 18 058 136 1 571 624 5 462 685 11 023 827

Set out below for illustrative purposes only, are the abridged pro forma statements of financial of the Company as at 31 March 2009 showing the impact of the proposed Rights Offer, assuming the Rights Offer had been effective on 31 March 2009.

FINANCIAL IMPACT

Notice of EGM published Circular to shareholders published Register Closes for voting at EGM at 1600 hours EGM at 1200 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 Expected date of registering Rights Offer Shares Results of the Rights Offer published Rights Offer share certificates mailed Note:

2009 Friday, 23 October Friday, 30 October Wednesday, 11 November Friday, 13 November Friday, 13 November Monday, 16 November Monday, 16 November Monday, 23 November Friday, 4 December Tuesday, 8 December Friday 11 December Thursday, 17 December Monday, 21 December Monday, 21 December Monday, 21 December

NOTICE OF EXTRAORDINARY GENERAL MEETING

The dates set out herein are expected dates, and may change .Any significant changes to these dates will be announced.

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 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. AS A SPECIAL RESOLUTION THAT: 1 the nominal value of African Sun Limited ordinary shares be and is hereby changed from ZW$0,001 to US$0,01 per share; 2 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 3 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 value of issued shares.

EQUITY AND LIABILITIES Share capital and reserves Non-current liabilities

46 079 480 31 057 643 6 423 795 8 598 042 7 791 419 806 623

57 418 333

42 396 496 6 423 795 8 598 042 7 791 419 806 623

AS ORDINARY RESOLUTIONS

13 619 733 (13 130 028) 86 556 (36 680) 7 259 (10) 893 710 1 440 540

US$

Current liabilities Trade and other payables Borrowings

Total equity and liabilities DIVIDEND POLICY

46 079 480

57 418 333

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 twentythree 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) . 2. APPROVAL FOR CAPITAL RAISING THROUGH PRIVATE PLACEMENT OFFER That the Directors be and hereby authorised to raise US$10 000 000,000 (ten million dollars) by way of a private placement and that Shareholders agree to waive their pre-emptive rights. 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.

US$ 37 660 197 8 419 283 46 079 480 31 057 643

African Sun pays out a dividend based on 3 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. DIRECTORATE NAME DESIGNATION Non-Executive Chairman Non-Executive Vice Chairman Group Chief Executive Chief Financial Officer Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director PHYSICAL ADDRESS 61 Orange Grove Drive, Highlands,Harare 98 Arnold Way, Burnside, Bulawayo 161 Portmannock Way, Ryelands, Borrowdale. Harare No. 2745 Niels Way, Bluff Hill, Harare Alphen House,20 Broadmead Lane,Colne Valley, Harare 6 Teresa Close, Groombridge,Mount Pleasant Harare 5 Grafton Close, Greystone Park, Harare 19 Ross Road, Borrowdale, Harare 5B Orange Street, Orchards, Johannesburg, South Africa

3. TO RAISE LOAN CAPITAL AND ISSUE DEBT INSTRUMENT

4. TO PLACE UNISSUED SHARES UNDER DIRECTORS

Non-current liabilities Current liabilities Total equity and liabilities

EQUITY AND LIABILITIES Share capital and reserves

T N Chiganze B L Nkomo S A Munyeza N Mangwiro D W Birch E Chitiga F Rwodzi V W Lapham Y E Johnston

6 423 795 8 598 042 46 079 480

BY ORDER OF THE BOARD

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 Company's 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 General Meeting.

CONSOLIDATED STATEMENT OF CASHFLOWS FOR THE SIX MONTHS ENDED 31 MARCH 2009 Net cash generated from operating activities Net cash used in investing activities Cash generated from financing activities 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 APPLICATION OF FUNDS RAISED THROUGH RIGHTS OFFER Gross proceeds of the Rights Offer Estimated expenses of the Rights Offer Net Proceeds of the Rights Offer Application of funds Refurbishment of six hotels in Zimbabwe Contribution towards regional expansion Total

(668 522) (1 553 051) 1 113 463 (1 108 110) 2 260 207 232 877 1 384 974

US$

E.T SHANGWA Company Secretary 17th Floor, Crowne Plaza Monomotapa Hotel, 54 Park Lane Harare 23 October 2009 RECOMMENDATION BY THE DIRECTORS OF THE COMPANY

10 017 853 379 000 9 638 853 7 500 000 2 138 853 9 638 853

US$

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 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. DOCUMENTS AVAILABLE FOR INSPECTION

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.

CORPORATE GOVERNANCE

The Board of Directors of the Company hereby recommend to the shareholders of the Company to approve the proposed transaction as mentioned in this Abridged Circular. In relation to this recommendation, the Board of Directors have received advice and opinions from the appointed advisors, and have considered the benefits of the proposed transaction, and believe that the proposed transaction is in the best interest of the Company and the entire shareholders' of the Company. ADDITIONAL INFORMATION This circular has been sent to all shareholders by mail. This circular is also available at the Company's website at www.africansuninvestor.com. Shareholders who require additional information may contact the Company at the following address. African Sun Limited 17th Floor, Crowne Plaza Monomotapa 54 Park Lane, Harare Zimbabwe Telephone: +263 4 250 501/7, 700 521/4 Toll Free: 0800 4242

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 Finance Officer), F Rwodzi

*Executive