Sun International : Disposal of a portion of property in Menlyn, Pretoria and acquisition of shares and loan account in Time Square

SUN INTERNATIONAL LIMITED (Incorporatedin the Republic of South Africa) (Registration number: 1967/007528/06) Share code: SUI

ISIN: ZAE000097580

LEI: 378900835F180983C60

("Sun International" or "the Company")

PROPOSED DISPOSAL BY SUN TIME SQUARE PROPRIETARY LIMITED ("TIME SQUARE") OF A PORTION OF ITS PROPERTY IN MENLYN, PRETORIA TO MENLYN MAINE INVESTMENT HOLDINGS PROPRIETARYLIMITED ("MENLYN MAINE") AND ACQUISITION BYSUN INTERNATIONAL (SOUTH AFRICA) LIMITED ("SISA") OF VAST WAY TRADE AND INVEST PROPRIETARY LIMITED'S ("VAST WAY") SHARES AND LOAN ACCOUNT IN TIME SQUARE

1. BACKGROUND AND RATIONALE FOR THE PROPOSED TRANSACTION

As part of the Company's stated strategic objective of consolidating its minority positions in its portfolio and disposing of non-core assets, the Companyhas entered into the proposed transactionas describedbelow.

SISA, Time Square, Menlyn Maine and Vast Way have agreed to enter into an agreement whereby:

• SISA will, subject to the fulfilment of certain general suspensive conditions referred to below, acquire Vast Way's shares and loan account held in Time Square, as more fully set out hereunder ("the Purchase Price"); and
• Time Square has agreed, subject to certain sub-divisionand rezoning applications being granted("the PropertySuspensive Conditions"), to dispose of a portion of its property situated in Menlyn, Pretoria ("the Sub-Divided Property") to Menlyn Maine andto grant it various real right servitudes over certain parking bays situated at Sun Time Square, for an amount of R198 million, excluding VAT ("the Sale Price"),

on terms and conditions more fully set out in the Memorandum of Agreement referredto below (collectively "the ProposedTransaction").

Both SISA and Time Square believe that it will be advantageous for SISA to acquire Vast Way's 14.25% equity interest and loan account which it holds in Time Square and for Time Square to dispose of the Sub-Divided Property, which is currently vacant land adjoining Sun Time Square, to Menlyn Maine which in turn will develop the Sub-DividedProperty in terms of a mixed-use development, as well as grant MenlynMaine real right servitudes over certain parking bays at Sun Time Square.

The ProposedTransaction will further result in the Company, via SISA, consolidating its equity positionin Time Square by acquiring a minority shareholder, plus realise cash as a result of the disposal of vacant land adjoining Sun Time Square.

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1. SALIENT TERMS OF THE PROPOSED TRANSACTION
   The salient terms and conditions of the ProposedTransaction, as set out in the Memorandum of Agreement concluded betweenthe parties on, 8 August 2022 ("the Agreement") are summarised as follows: -
2. • Time Square has agreedto sub-divide and dispose of the SubDividedProperty, as well as to grant real right servitudes over certain parking bays at Sun Time Square to Menlyn Maine for the Sale Price;
   • in terms of the Agreement, SISA has agreed to acquire and take transfer of Vast Way's 14.25% equity interest and loan account in Time Square for the Purchase Price;
   • ownership of the Sub-Divided Property will transfer to Menlyn Maine once the Property Suspensive Conditions has beenfulfilled, namely the application for sub-divisionand rezoning of the Sub-Divided Propertyhas been approvedby the Tshwane Municipality;
   • the effective date of the purchase of the shares and cessionand transfer of the loan account, forming part of the ProposedTransaction will be the first business dayimmediately following the date on which the last of the general suspensive conditions are fulfilledas more fully described hereunder;
   • the effective date of the sale of the Sub-Divided Property and the grant of the real right servitudes forming part of the Proposed Transactionwill be the date of registration oftransfer of the Sub-Divided Property and the date of registration of the real right servitudes, following the fulfilment of the PropertySuspensive Conditions whichshall be on or before 180 days after the second anniversary of the sale of the shares and cession of loan account referred to above;
   • the Proposed Transactionwill be subject to the usual warranties, terms andconditionsconsistent with agreements of this nature and which are more fully describedin the Agreement; and
   • the Proposed Transaction will be governed by and interpreted according to the law of South Africa, with all disputes in terms of the Agreement being finally settled by the High Court of South Africa, Gauteng Local Division.
3. SALE PRICE AND PURCHASE PRICE
   The Sale Price and Purchase Price payable by Menlyn Maine and SISA respectively in terms of the Proposed Transaction will be as follows: -
4. • on fulfilment of the Property Suspensive Conditions and against registration of transfer of the Sub- Divided Property and registrationof the real right servitudes, MenlynMaine shall pay Time Square the Sale Price of R198 million;
   • on fulfilment of the general suspensive conditions referred to hereunder, Vast Way will sell its loan account for R36 million and it's shares in Time Square to SISA. The purchase price for the shares will be determined as follows:

   o in the event that the Property Suspensive Condition is fulfilled an amount of R89 million;

   o in the event that the Property Suspensive Condition is not fulfilled the amount will be determined by multiplying Time Square's EBITDA excluding extraordinary items, for the 12 months preceding the first business day after the non-fulfilment of the Property Suspensive Conditions, multiplied by 8, less all of Time Square's debt times 14.25%, providedhowever that this amount can never exceed R400 million; and

   • the purchase price will only be settled once the Property Suspensive conditionis fulfilled.

The net proceeds of the Proposed Transaction will be usedto further reduce Sun International group's overall debt on its balance sheet.

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1. EFFECTIVE DATE OF THE PROPOSED TRANSACTION
   The purchase of the shares by SISA and cession and transfer of the loan account by Vast Way as well as the disposal of the Sub Divided Property and grant of real right servitudes by Time Square to Menlyn Maine, constituting the Proposed Transaction, will become effective on the datesreferredto in 2 above.
2. NET ASSET VALUE OF THE SELLER AND PROFITS ATTRIBUTABLE TO THE NET ASSETS
   For the year ended 31 December 2021, Time Square generated revenue of R1,027 million, EBITDA of R274 million, loss after tax of R183 million and had a negative net asset value of R1,955 million.
   SISA will acquire Vast Way's loan account and 14.25% equity interest in Time Square for a purchase price of R125 million.
   The Sub-Divided Property, which is currently vacant land adjoining Sun Time Square, will be disposed of to Menlyn Maine for an amount of R198 million, excluding VAT.
3. SUSPENSIVE CONDITIONS TO THE PROPOSED TRANSACTION
   The Proposed Transaction, in respect of the sale of shares and cession and transfer of loan account will be subject to the fulfilment of the following general suspensive conditions 180 (one hundred and eighty) days after the signing of the Agreement or by suchlater date as SISA may agree in writing: -
4. • Menlyn Maine and its shareholders agreeing to the Proposed Transaction,
   • Vast Way and its shareholders agreeing to the Proposed Transaction; and
   • SISA obtaining approval from the Gauteng Gambling Board in respect of its application for a financial interest in Time Square, on terms and conditions acceptable to SISA.

The ProposedTransaction, in respect of the disposal of the Sub-DividedProperty and grant of the realright servitudeswill be conditional on the fulfilment of the Property Suspensive Conditions, namely the approval of the sub-division and rezoning applications for the Sub-Divided Property referredto in 2 above.

7. CATEGORISATION OF THE PROPOSED TRANSACTION

The Proposed Transaction is classified as a Category 2 transaction in terms of the JSE Listings Requirements and accordingly will not require Sun International shareholder approval.

Sandton

8 August 2022

BACKGROUND INFORMATION

Regarding the Sub-Divided Property

Time Square (vendor) operates andtrades under the name and style of Sun Time Square in Pretoria, Gauteng. Time Square is held 75.65% by SISA, 14.25% by Vast Way, 3.5% by the Sun International Employee Share Trust, 4.1% by Tswhane Community SPV (RF) (Pty) Ltd, and 2.5% by NWCD Trust SPV (RF) (Pty) Ltd. Tshwane Community SPV (RF) (Pty) Ltd is held 100% by The Gauteng Education and Economic Development Trust (ordinary shares). NWCD Trust SPV (Pty) Ltd is held 100% by the North West Community Development Trust (ordinaryshares). SISA holds 100% of the preference shares issued by Tshwane Community SPV (RF) (Pty) Ltd and holds 100% of the preference shares issued by NWCD Trust SPV (Pty) Ltd.

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SISA trades under the names Sun International Management, The Maslow Hotel Sandton, and Sun City Resort.

Menlyn Maine (purchaser) is held 28% by African Spirit Trading 306 (Pty) Ltd (which in turn is held75% by Ice Finance (Pty) Ltd, 10% by Kandahar Investments CC, 15% by Durk Heert Holtes), 25% by Kgwara Investments (Pty) Ltd (which in turn is held 100% by Billy Lesedi Masetlha), 19% by the Government Employees PensionFund(acting through PIC SOC Ltd), and 28%by AfricanSpirit trading 309 (Pty) Ltd(whichin turn is held 50% by Equity Estates (Pty) Ltd and 50% by Absa Bank Ltd). HenkBoogertmanholds 100%of the preference shares issued by Menlyn Maine.

Regarding the Shares and Loan Account

Vast Way (vendor) is held 34.95% by African Spirit 309 Trading(Pty) Ltd, 34.95% by AfricanSpirit Trading 306 (Pty) Ltd and 30.1% by Kgwara Investments (Pty)Ltd.

SISA (purchaser) is a wholly ownedsubsidiary of the Company.

Financial Advisor and Sponsor to Sun International

Investec Bank Limited

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