Transaction update relating to Sun International’s proposed acquisition of a material shareholding in GPI Slots SUN INTERNATIONAL LIMITED GRAND PARADE INVESTMENTS LIMITED (Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa) (Registration number: 1967/007528/06) (Registration Number 1997/003548/06) Share code: SUI Share code: GPL ISIN: ZAE000097580 ISIN: ZAE000119814 (“Sun International”) (“GPI”) JOINT ANNOUNCEMENT - TRANSACTION UPDATE RELATING TO SUN INTERNATIONAL’S PROPOSED ACQUISITION OF A MATERIAL SHAREHOLDING IN GPI SLOTS PROPRIETARY LIMITED (“GPI SLOTS”) FROM GPI 1. INTRODUCTION Sun International and GPI shareholders are referred to the circular as issued by Sun International and GPI respectively to its shareholders on 21 July 2014 ("Circular") in respect of the proposed material acquisition in GPI Slots by Sun International through its wholly owned subsidiary Sun International (South Africa) Limited, from GPI (“Proposed Acquisition”) and the announcement detailing the results of the general meeting dated 22 August 2014 wherein Sun International and GPI shareholders were respectively informed that all resolutions required for the approval of the Proposed Acquisition were passed by the requisite majority by both Sun International and GPI shareholders at their respective general meetings. 2. FULFILMENT OF CONDITIONS PRECEDENT Sun International and GPI shareholders were originally advised that the agreements to give effect to the Proposed Acquisition included a condition precedent (which, in terms of the agreements was not capable of waiver) which required the Mpumalanga Gambling Board approval in terms of section 36 of the Mpumalanga Gambling Act, Act No. 5 of 1995 (“Act”). Subsequently, the agreements have been amended such that the parties are able to waive and have agreed to waive, the Mpumalanga Gambling Board approval (“Waived Condition”), given that the Act allows for the approval of the Mpumalanga Gambling Board to be obtained subsequent to implementation. The intention is that the Waived Condition will then be obtained post implementation of the Proposed Acquisition. The Waived Condition is considered immaterial to the Proposed Acquisition and no further Sun International or GPI shareholder approval will be sought in this respect. As a result of the Waived Condition, the Proposed Acquisition is now unconditional (all other conditions precedent having been fulfilled) and will be implemented by Sun International and GPI in terms of the agreements governing the Proposed Acquisition. By order of the board of directors of Sun International Limited Sandton By order of the board of directors of Grand Parade Investments Limited Cape Town 29 December 2014 Investment Bank and Transactional Sponsor to Sun International Investec Bank Limited Sponsor to Sun International Rand Merchant Bank, a division of FirstRand Bank Limited Legal advisor to Sun International Cliffe Dekker Hofmeyr Lead corporate advisor to GPI Leaf Capital Sponsor and corporate advisor to GPI PSG Capital Legal advisor to GPI Bernadt Vukic Potash & Getz Date: 29/12/2014 08:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.