Report of the directors NATURE OF BUSINESS The  Sun  International  group  has  investments  in,  and  provides management  services  to  businesses  in  the  gaming,  resorts  and hotel industry in southern Africa. EARNINGS The results of the company and the group are set out in the income statements on page 112. Segmental information is set out on pages 116 to 117. DIVIDENDS Dividends  totalling  200  cents  per  share  (2004:  125  cents)  have been declared by the directors in respect of the year under review, as follows: Interim, declared 7 March 2005, paid 4 April 2005 90 cents Final, declared 30 August 2005, paid 26 September 2005 110 cents The final dividend referred to above will be accounted for in the 2006 annual financial statements as it was declared subsequent to the year end. REVIEW OF OPERATIONS AND FUTURE DEVELOPMENTS Detailed  commentary  on  the  nature  of  business  of  the  company and  its  subsidiaries  and  associates,  acquisitions,  disposals,  future developments  and  prospects  of  the  group  are  given  in  the chairman’s report, the chief executive’s report, review of operations and the chief financial officers’ review commencing on pages 6, 8, 17 and 35 respectively. SHARE CAPITAL 26  342  597  ordinary  shares  with  a  par  value  of  8  cents  each were  issued  on  16  August  2004  for  a  total  consideration  of R1 065 558 048 to the minority shareholders of SISA following the scheme of arrangement in terms of section 311 of the Companies Act proposed by the company between SISA and its shareholders. Details of the authorised and issued share capital appear in note 19 to the annual financial statements. 11  639  200  ordinary  shares  in  the  unissued  share  capital  of  the company  are  under  the  control  of  the  directors  as  a  specific authority in terms of section 221(2) of the Companies Act to allot and issue in accordance with the share option scheme. SHARE OPTION SCHEME Particulars relating to options under the share option scheme are given in note 32 to the annual financial statements. SUBSIDIARIES AND ASSOCIATES Particulars  relating  to  interests  in  principal  subsidiaries  and associates appear on page 145. BORROWING CAPACITY The company’s borrowings are not restricted in terms of the articles of association. DIRECTORS AND GROUP SECRETARY The names of the directors (pages 78 and 79) in office at the date of this report, as well as particulars of the group secretary (page 81). Ms  LM  Mojela  and  Messrs  H  Adams  and  PEI  Swartz  were appointed  non-executive  directors  on  1  September  2004  and Mr RP Becker as an executive director on 30 July 2005. In terms of the company’s articles of association, Messrs RP Becker, L Boyd, DC Coutts-Trotter, MP Egan and IN Matthews are required to  retire  from  office  at  the  forthcoming  annual  general  meeting and, being eligible, offer themselves for re-election. As at 30 June 2005, the directors of the company beneficially held, indirectly, 279 141 (2004: 318 460) shares in the issued capital of the company, as follows:

2005

2004

DC Coutts-Trotter

138 500

130 000

DA Hawton

135 141

131 137

IN Matthews

3 500

1 500

SC Mildenhall

n/a

55 823

PEI Swartz

2 000

n/a

279 141

318 460

The  following  changes  in  directors’  shareholdings  have  taken place  since  the  end  of  the  financial  year  and  to  the  date  of this report: for the year ended 30 June 2005