SAN FRANCISCO INVESTMENT S.A. 2014-08-07 T-13:08

SE

o. Francisco Investmerm SA,

AS Francisco Investment S.f

ñut:76.299.170-5

Giro: Casino de juegos

Dirección: Panamericana sur KM 57 San Francisco de Mostazal. [comuna de Mostaza!)
Teléfono; 72 951100

Mostazal, a 5 de agosto de 2014

Señor:

Carlos Pavez Tolosa

Superintendente de valores y Seguros
Presente

REF: HECHO ESENCIAL.
San Francisco Investment S.A. Inscripción Registro de Entidades Informantes N*188.
Informa cambios en la composición accionaria de las sociedades San Francisco
Investment S.A. y SFI Resorts S.A.

Señor Superintendente:

De conformidad a lo dispuesto en los artículos 9 y 10 inciso segundo de la Ley de Mercado de
Valores N*18.045 de 22 de octubre de 1981 del Ministerio de Hacienda; y, el punto 4 letra k) de
la Sección Segunda de la Norma de Carácter General de esta Superintendencia N*30 de 10 de
noviembre de 1989, en relación al punto 2.4 de la Norma de Carácter General N*364 de 05 de
mayo de 2014, cumplo con informar a usted los cambios en la composición accionaria de: (i) San
Francisco Investment S.A. (“SFI”); y, (ii) SFI Resorts S.A. (“SFIR”), sociedad controladora del
99,9% de SFI.

Esto, de acuerdo a los siguientes antecedentes:
h Absorción de Novosun S.A. por Sun International Chile Limitada

1. A esta fecha los accionistas de Novosun S.A. (“Novosun”), Sun International Chile
Limitada (“Sun Chile”); Novomatic Investment Chile S.A. (“Novomatic Investment”); y,
Novomatic Holdings Chile Limitada (“Novomatics Holding”), son titulares de las siguientes
acciones de aquella sociedad:

a. Sun Chile: Titular de 45.000 acciones, correspondiente al 50% del total de acciones
de Novosun, todas ellas suscritas y pagadas;

b. Novomatic Investment: Titular de 1 acción, correspondiente al 0,0016% del total de
acciones de Novosun, todas ellas suscritas y pagadas; y,

c. Novomatic Holdings: Titular de 44.999 acciones, correspondiente al 49,9984% del
total de acciones de Novosun, todas ellas suscritas y pagadas.

2. Mediante instrumento de 30 de junio del presente año, la sociedad Sun International
Limited (“SIL”), matriz de Sun Chile; y, la sociedad Novomatic AG, matriz de Novomatic
Investment y de Novomatic Holdings, suscribieron un contrato de promesa de compraventa de
acciones (en adelante, el “Contrato de Promesa SIL-Novomatic”), mediante el cual SIL, a través
de Sun Chile, se obliga a comprar la totalidad de las acciones de Novomatic Investment y de
Novomatic Holdings en Novosun.

3. No obstante lo anterior, conforme a la cláusula 2 del Contrato de Promesa SIL-
Novomatic, la compraventa prometida de las acciones de Novomatic Investment y Novomatic
Holdings en Novosun se encuentra sujeta a la condición de obtener la autorización
correspondiente por parte de la Superintendencia de Casinos de Juego (“SCJ”).

4. De esta manera, sujeto a la referida aprobación, Novosun desaparecerá para ser
absorbida por Sun Chile por concepto de fusión impropia.

ll Cambios en la participación accionaria de SFIR

1. A esta fecha, los accionistas de SFIR, Novosun, Chilean Enterprises (“CE”) y Lasud Chile
S.A. (“Lasud”) son titulares de las siguientes acciones de aquella sociedad:

a. Novosun: Titular de 4.666.002.984 acciones, correspondiente al 88.411% del total de
acciones de SFIR, todas ellas suscritas y pagadas;

b. CE: Titular de 551.400.934 acciones, correspondiente al 10.448% del total de las
acciones de SFIR, todas ellas suscritas y pagadas; y, :

Cc. Lasud: Titular de 60.210.902 acciones, correspondiente al 1.141% del total de las
acciones de SFIR, todas ellas suscritas y pagadas.

2. Mediante instrumento privado de 30 de junio del presente año, Novosun y CE
suscribieron un contrato de promesa de compraventa de acciones (“Contrato de Promesa
Novosun-CE”) mediante el cual Novosun se obliga a comprar las acciones de CE en SFIR.

3. No obstante lo anterior, la cláusula 2 del Contrato de Promesa Novosun-CE establece
que la compraventa prometida de la participación accionaria de CE en SFIR queda sujeta a la
condición de obtenerse la autorización correspondiente por parte de la SCJ,

4. Asimismo, como se indicó en el capítulo | anterior, Novosun pasará a ser absorbida por
Sun Chile siendo esta última, en consecuencia, quien adquiera la participación accionaria de CE
en SFIR.

5. De esta manera, sujeto a la referida aprobación, la composición accionaria de SFIR
variará, de forma que Sun Chile pasará a ser dueña del 98,859% de sus acciones.

1. Cambios en la participación accionaria de SFI

1. Finalmente, a esta fecha, los accionistas de SFI, SFIR y CE, son titulares de las siguientes
acciones de aquella sociedad:

a. SFIR: Titular de 28.958.003.990 acciones, correspondiente al 99.99999997% del total de
las acciones de SFI, todas ellas suscritas y pagadas; y,

b. CE: Titular de 1 acción, correspondiente al 0,00000003% del total de las acciones de SFI,
suscrita y pagada.

Ze Como se adelantare, mediante el Contrato de Promesa Novosun-CE, Novosun se obligó
a comprar la acción de CE en SFI.

3; La cláusula 2 del Contrato de Promesa Novosun-CE dispone que la compraventa
prometida está sujeta a la condición de obtener la autorización correspondiente por parte de la
SCJ.

4. Asimismo, como se indicó en el capítulo | anterior, Novosun pasará a ser absorbida por
Sun Chile siendo esta última, en consecuencia, quien adquiera la participación accionaria de CE
en SFI.

5 De esta manera, sujeto a la referida aprobación, la composición accionaria de SFl
variará, de forma que Sun Chile pasará a ser dueña del 0,00000003% de sus acciones, en
reemplazo de CE.

Finalmente, se adjunta a la presente carta copia del Contrato de Promesa Novosun-CE y del
Contrato de Promesa SIL-Novomatic, y una nueva versión de la malla corporativa de SFI que
refleja los cambios aquí expresados.

Sin otro particular, y esperando que la presente tenga una pronta y favorable acogida, saluda
atentamente,

Rodrigo Martín
Gerente de Fin

PROMISE OF SALE/PURCHASE AGREEMENT
OF
NOVOSUN S.A, SHARES

This agreement (“the Agreement”) is made and entered into on June 30, 2014 (“Effective Date”), by and

between the following entities:

Novomatic AG

A corporation established under the laws of Austria

Tax Identification Number 59.120,830-K

Wiener Strasse 158, 2352 Gumpoldskirchen, NÓ, Austria
– hereafter referred to as “NAG”-

Novomatic investments Chile S.A.

A corporation established under the laws of Chile

Tax Identification Number 76.813.970-9

Av, Presidente Riesco 5335, of. 606, Las Condes, Santiago, Chile
– hereafter referred to as “NIC”-

Novomatic Holdings Chile Ltda,

A limited Nabillty company established under the laws of Chile
Tax Identification Number 76.824,130-9

Av, Presidente Riesco 5335, of. 606, Las Condes, Santiago, Chile
– hereafter referred to as “NHC”-

– NAG, NIC and NHC jointly referred to hereafter as “Novomatlc” or “Sellers”-

Sun International Limited (Sun International)

A corporation established under the laws of South Africa

Tax Identification Number 59,128,650-1

6 Sandown Valley Crescent, Sandown, Sandton, 2031, South Africa
– hereafter referred to as “SIL”-

Sun International! Chile Ltda.

A limited fiability company established under the laws of Chile
Tax Identification Number 76.815.350-7

Miraflores 222, piso28, Santiago, Chile

– hereafter referred to as “Sun Chile”-

– SIL and Sun Chile Jointly referred to hereafter as “SUN” or “Buyers”-

– each of the above appearing referred to as a “Party” and collectlvely as “Parties” –

and

Chilean Enterprises S.p.A,
A corporation established under the laws of Chile
Tax Identification Number 99.599.750-9

– hereafter referred to as “CE”-

Av. EL Golf 40, piso 15, Las Condes, Santiago, Chile y

NOVOSUN – PROMISE OF PURCHASE-SAtE AGREEMENT > SIGNATURE VERSION

1/16

Lasud Chile S.A.

A corporation established under the laws of Chile

Tax identification Number76.112.487-0

Santa María N*2670, oficina 301, Providencia, Santlago, Chile
– hereafter referred to as “Lasud”-

San Francisco Investment S.A.

A corporation established under the laws of Chile

Tax Identification Number 76,299.170-5

Panamerlcana Sur Km. 57, San Francisco de Mostazal, Chile
– hereafter referred to as “SFI”-

SFI Resorts S.A,

A corporation established under the laws of Chile

Tax Identification Number 76.929,340-K

Panamericana Sur Km. 57, San Francisco de Mostazal, Chile
– hereafter referred to as “SFIR”-

– CE, Lasud, SFIR and SFI jointly referred to hereafter as “Interested Third Parties”-

Ad.

Al.

Ali,

Av.

Avi,

A.vil.

A.viii.

Aux.

Aki.

PREAMBLE:

WREREAS, NHC, NIC and Sun Chile are shareholders in NovoSun S.A,, having its registered domiclle at
Av. Presidente Riesco 5335, of. 606, Las Condes, Santiago de Chile (“NovoSun”);

WHEREAS, SIL, through its subsidiary Sun Chlie, owns 50% of NovoSun;
WHEREAS, NAG, through its subsidiaries NIC and NHC, owns 50% of NovoSun;

WHEREAS, NovoSun owns 4,666,002,984 shares of SFIR, representing a shareholding of 88,411% of
SFIR, whereby each of Sun and Novomatic own 44.206% of SFIR;

WHEREAS, CE owns 551,400,934 shares of SFIR, representing a shareholding of 10,448% of SFIR;
WHEREAS, Lasud owns 60,210,902 shares of SFIR, representing a shareholding of 1.141% of SFIR;

WHEREAS, SFIR is the majority controlling shareholder of SFI, which is a casino concession company

subject to SCJ oversight;

WHEREAS, Sun, through itself, its subsidiary Sun Chile or any other subsidiary or related company,
offers to acquire Novomatic’s shareholding of NovoSun;

WHEREAS, Novomatic, through Its subsidlaries NIC and NHC agrees to dispose its shares of NovoSun;
WHEREAS, the contemplated transfer of shares transaction is subject to the approval of the SCJ;

WHEREAS, Sun agrees to offer to purchase the shareholdiags of the remaining shareholders of SFIR at

y

same terms pari passu;

NOVOSUN – PROMISE OF PURCHASE-SALE AGREEMENT – SIGNATURE VERSION 2/16

A.xii.

WHEREAS, regulatory approval is required from the SCJ for any material change in beneficíal ownership
of a casino concession company

The Parties therefore wish to reduce the terms of their agreement to writing, as follows:

B.

DEFINITIONS:

in this Agreement the following words shall mean the following:

Bai.

8.1.

8, 1ii.

B.iv.

Bv.

B.vl.

B.vii.

B.vili,

8.1x,

B.xi.

B.xii.

NOVOSUN – PROMISE OF PURCHASE-SALE AGREEMENT – SIGNATURE VERSION

Closing Date – The end of the final day of the calendar month directly prior to the date the Initial Cash
Amount is paid, whereby the Closing Date shall be the date utilised to determine the cfosing accounts
upon which the due Initlal Cash Amount shall be calculated;

Closing FOREX – As defined under clause 3.2;

Comparlson Period – Calendar year 2015, from January 1, 2015, to December 31, 2015, both included;
Comparison Perlod EBÍTDAM – EBITDAM for the calendar year 2015;

EBITDAM — Consolidated Earnings Before Interest Taxes Depreciation and Amortisation of SFIR,
excluding any provislons made for items of an extra-ordinary nature, and which for the purposes of this
Agreement shall specifically exclude any and all fees related to (a). the Consultancy Services
Agreements and the Development Management 8 Technical Services Agreements entered into by Sun
International Management Limited with each of SFIR and SFI, or (b). any similar agreements and/or

contracted services;

Enterprise Valuation – The valuation of SFIR, inctuding SFl on a consolidated basis, done by the Parties
pursuant to clause 3 of this Agreement;

Monthly Management Reports – The reports as currently issued by each of SFIR and SFI to NovoSun on
a monthly basis consisting at least of the balance sheets and income statements of each;

Price of the Shares – Consideration to be paid hy SUN to Navomatic in exchange for 50% of NovoSun’s
shares, payable in Chilean Pesos, consisting of an “initlal Cash Amount” to be paid ín any event, except
ín the event of termination of this Agreement pursuant to clause 2.4 below, and a “One-Time Earn-Out
Amount” which will be subject to a condition precedent and the determination rules established in

clauses 5 and 6 below;

SFt and SFIR Debts – All moneys owed by SEI and SFIR to banks and/or financial institutions;

SFIR Equity Value – The valuation of the equity of SFIR, including SFi on a consolidated basis, pursuant
to clause 3.3 below;

Sharehoider Loans – Any and all monies owing to NovoSun by SFIR and/or SF! retating to loans made to
each by NovoSun, including outstanding interest and principal amounts;

Slí – Servicio de impuestos internos, the Chilean internal taxes authority;

3/16

8.xtíl.

B.xiv.

1.1.

1.2,

13.

2,

2,1,

211,1,

21.2.

2.1.3,

2.2.

22.1,

2.2.2,

NOVOSUN – PROMISE OF PURCHASE-SALE AGREEMENT – SIGNATURE VERSION

Surplus Cash-on-Hand – Such cash amounts and/or bank balances that SFl and SFIR jointly have at their
disposal in addition to what is required for the servicing of their working-capital requirements, whereby
accounts payable shall not be repaid or settled prematurely;

SCJ – Superintendencia de Casinos de Juego, Chilean Superintendency of Gambling Casinos.

PROMISE OF SHARES PURCHASE/SALE AGREEMENT:

NHC regarding 44,999 shares of NovoSun and NIC regarding 1 share of NovoSun hereby jointly promise
to sell, transfer title of ownership and assign to Sun Chile, or any of lts related companies, who hereby
promises to purchase and receive such 45,000 NovoSun shares by means of executing a shares transfer
agreement under legal formalitles (the “Shares Transfer Document”) within the 10 business days
counted from the fulfilment of the conditions precedent contemplated ín clause 2, pari passu with the
provisions set forth in clause 4.2 below.

The Shares Transfer Documents shall be executed one for NHC regarding 44,999 shares of NovoSun,
and one for NIC regarding 1 share of NovoSun, according to the template drafts included as Annex 1.1

and Annex 1.2 to this Agreement.

In case of accrual of the One Time Earn Out pursuant to clause 5 below, the Parties shall execute an
addendum to each Shares Transfer Document, according to the template draft included as Annex 2 to
this Agreement, within the 5 business days counted from the fulfilment of the conditions contemplated

in clauses 5 and 6,

CONDITIONS PRECEDENT:
SCJ APPROVAL

The Partles and Interested Third Parties acknowledge that the contemplated purchase/sale
transaction is subject to the condition precedent of the unconditional approval of the SCJ. The Parties
and the Interested Third Parties jointly and severally agree to facllitate the SCJ approval process if and
as needed on a best efforts basis with due regard for the need to act rapidly.

SFI shall, immediately upon execution of this Agreement, file with the SC) an urgent request for
approval of the change in beneficlal ownership contemplated within this Agreement.

The condition precedent set forth in clause 2.1.1 hereln will be deemed as fulfilled on the date the SCJ
notifies SFI the resolution that approves the change in benefícial ownership of SFl according to this

Agreement.

SOUTH AFRICAN RESERVE BANK APPROVAL (“SARB”)

The Parties acknowledge that, as a condition precedent, St requires approval from the SARB for the

contemplated purchase/sale transaction,

At the time of execution, SIL warrants that it is not aware of any material reasons why the condition
precedent of SARB approval cannot be fulfilled. 1%

aJ16

SIL undertakes that it shall, immediately upon execution of this Agreement, make relevant application

2.2.3.
with the SARB and that it shall use ¡ts best endeavours to expedite the process for such approval to
the extent possible.

2.3, SIL SHAREHOLDER APPROVAL

2.3.1. The Parties acknowledge that due to the fact that the contemplated purchase/sale transaction falls
within the current definition of a “Related Party” transaction in terms of the Johannesburg Stock
Exchange Requirements, as a condition precedent, SIL requires approval for the transaction from its
shareholders.

2.3.2. At the time of execution, SIL warrants that it is not aware of any material reasons why the condition
precedent of SIL shareholder approval cannot be fulfilled,

2.33. SIL undertakes to use hest endeavours to expedite the process for such approval to the extent
possible.

2.4. BANKITAU APPROVAL

2.4.1. The Partles acknowledge that the contemplated purchase/sale transaction may be subject to the
condition precedent of approval from Banco ¡taú, in terms of the relevant financing of SFIR and
related share(s) pledge(s).

2.4.2. SFIR undertakes that ¡t shall, immediately upon execution of this Agreement, clarify the matter with
Banco Itaú in writing and, If necessary, make urgent request with Banco Itaú for the relevant
approval.

2.5. CONDITIONS PRECEDENT. DEADLINE

2.5.1, In the event that the each and every one of the conditions precedent, as set forth In this clause 2, for
the contemplated sale/purchase transaction is not received, completed and/or fulfilled by December
31, 2014, for whatever reason, the conditions precedent set forth herein will be deemed as failed and
this Agreement shall terminate with immediate effect, unless otherwise agreed by the Parties In
writing.

3. VALUATION:

3,1, The Parties agree to an Enterprise Valuation of SEIR equalling 317,700,000.-USO (“SFIR Enterprise

Value”), representing an agreed upon Enterprise Valuatlon multiple of 8 times EBITDAM,

3.2. The Parties agree, only for the purposes of the Enterprise Valuation of SFIR, to apply an USD/CLP
exchange rate of 549.05 CLP per 1.00 USD (“Closing FOREX”), thereby establishing the Enterprise Value
at 174,433,185,000 CLP.

3.3. The Equity Value of SFIR (“SFIR Equity Value”) will be determined on the Closing Date per the following

NOVOSUN – PROMISE OF PURCHASE-SALE AGREEMENT – SIGNATURE VERSION

formula:

SFIR Enterprise Value /
Y-

4.

4.1.

4.2.

4.3.

4,4,

– (less)
SFl and SFIR Debts and Shareholder Loans as at the Closing Date

+ (plus)
SFt and SFIR Surplus Cash-on-Hand as at the Closing Date

+ (plus)
SFI and SFIR Capital Expenditure (CAPEX) amounts expended between the Effective Date and the
Closing Date in excess of the sum of (i) any unspent amount from the approved CAPEX budget for the
year ended 30 June 2014 and (ii) the approved annual budget for CAPEX for the 30 June 2015 financial
year, pro-rated for the period between 1 July 2014 and the Closing Date.

PRICE OF THE SHARES, INITIAL CASH AMOUNT;

In exchange for Novomatic’s sharehoiding of NovoSun, and as part of the Price of the Shares, SUN
agrees to pay an “Initial Cash Amount” which will be determined on the Closing Date per the following

formula:
44.206% (with reference to Novomatic’s indirect shareholding of SFIR) of the SFIR Equity Value

+ (plus)
50% (with reference to Novomatic’s shareholding of NovoSun) of the value of NovoSun’s Bank
Account Balance(s) as at the final day of the calendar month dIrectly prlor to the Closing Date

+ (plus)
S0% (with reference to Novomatic’s shareholding of NovaSun) of the value of the full amounts
including interests outstanding against the Shareholder Loans as at the final day of the calendar
month directly prior to the Closing Date

– (less)
S0% (with reference to Novomatic’s shareholding of NovoSun) of the remaining corporate tax that
would arise from the interest payments received by NovoSun up to the Closing Date, after deducting
any provisional tax payments that have already been made for that same period,

The Initlal Cash Amount shall be due and payable together with the execution of the Shares Transfer
Document, within the 10 business days counted from fulfilment of the conditions precedent established

ín clause 2 of this Agreement.

SUN intends and shall make every reasonable effort to settle the full Initial Cash Amount owing with a
single payment, Notwlthstanding the above, should lt be reasonably requested by SIL within 35
calendar days of the executlon of this Agreement, Novomatic undertakes to extend the payment terms
of the Initial Cash Amount such that SUN shall make payment of at least the equivalent of 81,000,000.-
USO, in Chilean Pesos calculated at the Closing FOREX. The balance shall be settled by no later than June
30, 2015, and it shall be calculated at the average of the Closing FOREX and the official exchange rate as
published by the Chllean Central Bank at the date of the execution of the Shares Transfer Documents.
The Parties agree that interest shall accrue on the outstanding balance at a compound rate of 7.5% per

annum.

In the event that the terms of payment of the Initial Cash Amount are extended, the outstanding
balance and all related interests accrued shall he secured by SIt by means of a corporate guarantee
provided by SI at Closing. ln addition, Sil shall at Closing secure the One-Time Earn-Out Amount by
means of a corporate guarantee. The corporate guarantee(s) shall be granted in the form of a public
deed before a notary in Chile, which shall be attached hereto as Annex 4 and form an integral part
hereof, in Spanish language and containing the terms and conditions of the English language draft that

is attached hereto as Ánnex 3 and which forms an Integral part hereof. JA
Z

NOVOSUN – PROMISE OF PURCIASE-SALE AGREEMENT – SIGNATURE VERSION 6/16

S,

5.1,

5.2.

5.3.

5.4,

5.5.

5.6.

5.7.

6.1.

NOVOSUN – PROMISE OF PURCHASE-SALE AGREEMENT – SIGNATURE VERSION

PRICE OF THE SHARES. ONE-TIME EARN-OUT AMOUNT:

in the event that the Comparison Period EBITDAM is higher (“EBITDAM Increment”) than
21,369,278,255 CLP, belng the actual EBITDAM realised for the 2012/2013 period of 1 July 2012
through 30 June 2013, that shall trigger a “One-Time Earn-Out Amount”, which SUN agrees to pay ín
addition to the Initial Cash Amount.

The One-Time Earn-Out Amount portion of the Price of the Shares shall be calculated per the following

formula:

EBITDAM Increment

x (multiplied) by 8 (with reference to the agreed Enterprise Valuation multiple)

x (multíplied) by 44.206% (with reference to Novomatic’s indirect shareholding of SFIR)
payable at the average of the 549,05 CLP per 1.00 USD exchange rate applied to the Enterprise
Valuation and the official exchange rate as published by the Chilean Central Bank at December 31,
2015 (or if not available, the closest date prior to that), from which amount any relevant adjustments
per clause 6 below will be applied to determine the amount payable, and shall be due within 3
calendar months of the end of the Comparison Period.

The One-Time Earn-Out Amount will be capped to an amount that would represent a maximum
Enterprise Value of SFIR of 350,000,000,-USD (“SFIR Enterprise Value Cap”). Le. the CLP amount
resulting from the calculation of EBITOAM Increment multiplied by 8 and then divided by the average of
549.05 CLP per 1.00 USD and the official exchange rate as published by the Chilean Central Bank at
December 31, 2015, shall not exceed 32,300,000.-USD, being the difference between the SFIR

Enterprise Value Cap and the SFIR Enterprise Value,

The One-Time Earn-Out Amount shall be considered a portion of the Price of the Shares subject to the
condition precedent of improvement of EBITDAM, positive EBITDAM Increment, pursuant to the

provisions in clause 5,1.

In the event of a negative development of EBITDAM, SUN agrees that ¡t shall not be entitled to any
claim or offset whatsoever against Novomatic or any of Its subsidiaries related thereto.

During the Comparison Period and until the One-Time Earn Out Amount has been determined and
finalised in a binding manner, Novomatic shall be granted (i) standard information and book inspection
rights, fimited to one inspection every 6 months, during July and January respectively; (11) the right to
nominate an expert with full book and tax filings Inspection rights; and (iii) shall within 15 days of the
end of each calendar month until the end of the Comparison Period receive the Monthly Management

Reports.

The Comparison Period EBITDAM shall be determined based on consolidated audited annual accounts
of SFl and SFIR.

PRICE OF THE SHARES. CONTINGENT LIABILITIES ADJUSTMENT:

The portion of the Price of the Shares referred to hereln as the One-Time Eam-Out Amount shall be
adjusted according to the eventual result of contingencies contemplated further in clause 6,

7/16

6.2.

6.3.

6.4.

6.4.1.

6.4.2.

NOVYOSUN – PROMISE OF PURCHASE-SA,E AGREEMENT – SIGNATURE VERSION

Subject to the conditions set forth herein, Novomatic agrees to share proportionally in the current
contingent llabilities existing at the Closing Date, as previously referenced and informed to the SFIR
board of directors, specifically and only including:

(a). Review of the SII, relating to mystery jackpots (initiated under summoning Nr. 11 of January 31.
2014) as at and up to the Closing Date; and

(b). Si! review of deducubility of complimentary offers (inittated under Citation Nr. 6, of February 18.
2014) as at and up to the Closing Date; and

(c). Sl review of withholding taxes relating to the Consultancy Services Agreements entered into by Sun
International Management Limited with each of SF and SFIR (as defined under the Board Meeting
Minutes of the meetings of directors of SFIR and SFI held on June 3, 2014) as at and up to the Closing

Date.

In the event that any of the contingent liabilities under 6.2 (a) through (c) materialise and are legally
finalised by the end of the Comparison Period (through normal legal process or negotiated settlement),
44.206%, with reference to Novomatic’s indirect sharehoiding of SFIR, of the relevant realised
contingent liability amount shall be deducted from the One Time Earn-Out Amount,

In the event that any of the contingent llabilities under 6.2 (a) through (c) are not legally finalised by the
end of the Comparison Period (through normal legal process or negotiated settlement):

Should SUN wish to pursue the matter legally rather than negotiate a settlement with SII then there
shall be no deduction from the One Tlme Earn-Out Amount.

Should Novomatic wish to pursue the matter legally rather than negotiate a settlement with SH) (and
whereby SUN communicated its intention to settle in a timely manner), then there shall be no
deduction from the One-Time Earn-Out Amount, but:

(a). Should SFI and/or SFIR, as may be applicable, be unsuccessful in winning that legal action against
Sil then Novomatic shall separately be llable to reimburse SFI and/or SFIR, as may be applicable, for
all related lega! costs incurred as from the end of the Comparison Period;

(b). Should SFI and/or SFIR be successful in winning that legal action against Sit then SFI and/or SFIR,
as may be applicable, shall separately reimburse to Novomatic 55.794% (being 100% less the 44.206%
portion with reference to Novomatic’s indirect shareholding of SFIR) of all the related legal costs
incurred and advanced by Novomatic as from the end of the Comparison Perlod.

Should SF! and/or SFIR be unsuccessful in winning their legal actton against SI! then Novomatic shall
additionally be liable to reimburse SFI and/or SFIR, as may be applicable, for any imposed taxes,
penalties, or the like arising from such resolution, Nonetheless SF and/or SFIR, as may be applicable,
will deduct from such reimbursement amount 44,206% (wlth reference to SIL’s effective shareholding
of SFIR at the time of this Agreement), of the sum corresponding to what would have been paid by
the company in case the materialisation had taken place due to a settlement during the Comparison

Period.

In any of the cases under this clause 6,4.2, Novomatic may at any time request from SFI and/or SFIR,
as may be applicable, to pay the controverted amount due to SI! until that point in time, without
terminating the case, by providing SFI and/or SFIR with an amount equivalent to such controverted
amount minus 44.206% (with reference to Sll’s effective shareholding of SFIR), of the sum

corresponding to what would have been paid by the company in case the materialisation had NN

8/16

Í

6.5,

6.6.

6.7.

6.8.

6.9,

6,10.

6.11.

7.1,

NOVOSUN – PROMISE OF PURCHASE-SALE AGREEMENT – SIGNATURE VERSION

place due to a settlement. Should SFI and/or SFIR, as may be applicable, be successful in totally or
partialiy winning that legal action against Sli then they shall reimburse Novomatic the recovered
amount, up to and until completion of the amount provided Ly Novomatic.

The Parties understand that a contingency will be legally finalized once a final resolution has been
issued by the Sil that implies that the matter will not be subject to a liquidation (liquidación) or a tax bill
(gfro); or, in case that a review ends with a liquidation or tax bill, once the recourses have been filed
before the competent Court and have been decided by a final court decision not subject to further
appeal or nullity recourse (recurso de casación).

As such, it is agreed that the indicated contingent llability matters shall not be settled and/or legally
fínalised before reaching the last Judicial court instance without prior consultation with Novomatic, and
without express prior written agreement of Novomatic which shall not be unreasonably withheld.

It is agreed that in the event that the amount of indicated contingent liabilities materialised and legally
finalised during the Comparison Period exceeds the One-Tlme Earn-Out Amount, the Partles shall have
no further recourse, claim or offset whatsoever against Novomatic or ¡ts subsidiaries related to the
relevant amount(s) In excess of the One-Time Earn-Qut.

It is further agreed that in the event that ifany of the indicated contingent llabilíties do not materialise
and/or are not legally finalised prior to the closure of the Comparison Perlod the Parties and any of
their subsidiaries shall have no further recourse, claim or offset whatsoever against Novomatic or Jts

subsidiaries related thereto.

Likewise, the Parties agree that Novomatic shall share proportionally in any potential rebate against the
amount already paid relating to the claim of the Sil that Is ongolng before the Court of Appeals of
Rancagua under file number 669-2014 at the time of the Closing Date with reference to the withholding
taxes against the payments made by each of SFI and SFIR relating to the Consultancy Services
Agreements entered into by Sun international Management Limited with each of SFl and SFIR,

In the event that a rebate related to the SIl review of the Consultancy Services Agreements withholding
taxes materialises and is legally finalised prior to the end of the Comparison Period 44.206% (with
reference to Novomatic’s indirect sharehoiding of SFIR) of the relevant amount shall be added to the

One-Time Earn-Out Amount due to Novomatic.

It is agreed that in the event that the indicated potential rebate does not materialise and ¡is not legally
finalised prior to the closure of the Comparison Period the relevant proportlonal amount shall not be
added to the One-Time Eacn-Out and Novomatic shall have no further recourse, clalm or offset
whatsoever against any of the Parties or their subsidiaries related thereto.

It is agreed that in the event that SFIR and/or SF, as may be applicable, decide for whatever reason to
pursue recourse / appeal against any finding or Judgement that materlalises any of the contingent
liabilities set forth in clause 6,2 above prior to the closure of the Comparison Perlod the Parties and any
of their subsidiaries shall have no further recourse, claim or offset whatsoever against Novomatic or its

subsidiaries related thereto.

JOINT OBLIGATIONS:

Alí obligations arlsing frora this Agreement for the Parties are entered jointly and severally by each
Party. in order to avoid any doubt, once due according to the provisions and conditions of this
Agreement, each of NAG, NIC and NHC shall be fully llable for transferring the NovoSun shares held by

8.

8.1.

9.1.

9.2.

9.3.

10.

10.1.

10.2,

10.3.

10,4.

10,5.

NOVOSUN – PROMISE OF PURCHASE-SALE AGREEMENT – SIGNATURE VERSION

them; and each of SIL and Sun Chile shall be fully lfable for the timely payment of the Price of the

Shares.
OFFER TO OTHER SFIR SHAREHOLDERS:

SUN agrees that lt shall offer to purchase the shareholdings of the remaining shareholders of SFIR at
same terms parí passu as set forth in this Agreement, with the objective to coincide closing dates,

CONFIDENTIALITY 8. MEDIA RELEASES:

The Parties and the Interested Third Parties each agree to treat the contents of this Agreement as well
as all arrangements, discussions, proposals, plans and other information emanating from their
relationship as strictly confidential. Each of the signatories shall impose and enforce similar
confidentiality constraints on its employees, agents, officers, consultants and advisors, respectively,
who may be attending to any aspect of the arrangements described herein or emanating hereof.

Except as required in terms of the laws of its country of domicile and/or the provisions of the
Johannesburg Stock Exchange no Party or Interested Third Party shall issue any media releases or public
statements regarding NovoSun or SFIR or SFl or any of their arrangements, discusslons, proposals, plans
or anything else emanating from this Agreement and its business without prior written agreement as to
the manner, contents, nature and timing of any such releases or statements,

The Partles and Interested Third Parties shall procure that the members of their boards of directors
shall comply with the terms of confidentiallty and media releases as set forth herein,

WHOLE AGREEMENT, NO AMENOMENT:

This Agreement constitutes the whole agreement between the Parties relating to the subject matter

hereof.

This Agreement supersedes and cancels any prior agreement between the Parties regarding the subject
matter hereof, with effect from the Closing Date.

No amendment or consensual cancellation of this Agreement or any provision or term hereof or of any
agreement, bill of exchange or other document issued or executed pursuant to or in terms of this
Agreement and no settlement of any disputes arising under this Agreement and no extension of time,
waiver or relaxation or suspension of or agreement not to enforce or to suspend or postpone the
enforcement of any of the provisions or terms of this Agreement or of any agreement, bill of exchange
or other document issued pursuant to or in terms of this Agreement shall be binding unless recorded in
a written document signed by the Parties. Any such extension, waiver or relaxatlon or suspension which
is so given or made shall be strictly construed as relating strictly to the matter In respect whereof lt was

made or given.
No extension of time or waiver or relaxation of any of the provislons or terms of this Agreement or any
agreement, bill of exchange or other document issued or executed pursuant to or in terms of this

Agreement, shall operate as an estoppel agalnst any Party In respect of its rights under this Agreement,
nor shall lt operate so as to preclude such Party thereafter from exercising lts rights strictly in

accordance with this Agreement.

No Party shall be bound by any express or implied term, representatlon, warranty, promise or the like
not recorded hereln, whether lt Induced the contract and/or whether lt was negligent or not, to the

extent permissible by law.

10/16

NA .

11. SEVERABILITY:

11.1, Hany one or more provisions of this Agreement shall, for any reason, be held to be invalid, ¡legal or
unenforceable in any respect, such invalidity, illegality or umenforceability shall not affect any other
provislon of this Agreement, but this Agreement shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein.

TL. -REPRESENTATIONS 8: WARRANTIES:
Each of the Parties represents and warrants to the others as follows:

12.1. That each of the Parties and Interested Third Parties hes all requisite, rights, power, authority, and full
legal capacity to enter into this Agreement, to carry out ¡ts respective objigatlons hereunder and to
consummate the transactions and/or actions contemplated in this Agreement in accordance with ¡ts

terms.

12.2. That the execution and delivery of this Agreement by each of the Parties and the consummation of the
transactions contemplated therein has been duly authorized by all necessary action on the part of each
of the Parties, and, other than as disclosed and provided for in this Agreement, no other proceedings
(corporate or otherwise) on the part of the Parties or their respective shareholders or any other person
are necessary to authorize this Agreement or to consummate the transactions contemplated therein.

12.3. That this Agreement has been duly executed and delivered by each of the Parties and constitutes a
legal, valid and binding obligation of the Parties enforceable against each of the Parties in accordance

with its terms.

12.4. That the execution and delivery by the Parties of this Agreement and the consummation of the
transactions contemplated therein do not and will not (i) viofate, conflict with, result in a breach of, or
default under, or permit the termination of, or give any third party the right to accelerate any obligatlon
under, any material agreement, obligation or commitment to which such Party is a party or by which
such Party is bound, or to which any of thelr properties or assets of such Party ¡is subject, (li) violate any
provision of any applicable taw, rule or regulation, (ii) violate any order, judgment or decree applicable
to such Party, or (iv) conflict with, or result in a breach of or default under, any term or condition of the

by-laws of such Party.

12,5. That the execution and delivery of this Agreement by each Party does not, and the performance of this
Agreement by each Party wiil not, require any consent, approval, authorization or other action by, or
flling with or notification to, any person or any governmental or regulatory authority, besides those

mentioned in this Agreement.

12.6. Novomatic warrants that upon receipt of the Initial Cash Amount in full jt shall procure the directorship
resignatlons of all directors appointed in relation to its shareholding to the boards of directors of each

of NovoSun, SFIR and SFI.

12.7. SUN undertakes to perform all actions necessary to finalise and release any guarantees given by
Novomatic regarding SFI and SFIR Debts within the term of 3 months after the Effective Date.

12.8. Each of Sil and NAG undertake to perform all actions necessary to finalise and terminate: (i) the Fee
Sharing Agreements relating to the Consultancy Services Agreements entered into by and between Sun
International Management Limited and each of SFl and SFIR on May 11, 2009 – with such termination | ;

NOVOSUN – PROMISE OF PURCHASE-SALE AGREEMENT – SIGNATURE VERSION 11/16

13.

13.1.

13.2.

13.3,

14.

14,1.

14.2,

14.3,

14.4.

14.5,

14.6.

NOVOSUN – PROMISE OF PURCIIASE-SALE AGREEMENT – SIGNATURE VERSION

envisaged per the terms of the draft mutual termination agreement which has been attached hereto as
Annex 5 and forms an integral part hereof; and, (1) the Memorandum of Understanding entered into by
the Parties on February 15, 2007; both with effect from receipt by Novomatic of the Initial Cash Amount
in full along with full and final settlement of any amounts due to Novomatic under those Fee Sharing
Agreements up to the Closing Date – with such termination envisaged per the terms of the draft mutual
termination agreement which has been attached hereto as Annex 6 and forms an integral part hereof.

OTHER AGREEMENTS:

CE, Lasud, SFIR and SFIR accede to this Agreement, each of them taking full knowledge of its content
and giving its approval, to the extent required, to the transactions contained and promised hereln.

The Parties and Interested Third Parties agree that upon the Closing Date of this Agreement, except as
may be specified elsewhere within this Agreement, NAG, NIC and NHC have fulfilled all obligations and
are finally and fully released from any further obligations under each of the following agreements:

j. NovoSun Shareholders’ Agreement

ii. SFIR Shareholders’ Agreement
tii. Fee Sharing Agreement – Consultancy Services San Francisco investments S.A,
iv. Fee Sharing Agreement – Consultancy Services SF! Resorts S.A,

v. -NAG and SIL Memorandum of Understanding

Pertaining to the rights and obligations under this Agreement only: (i) Each of the Parties and Interested
Third Parties hereby undertake to perform all reasonable actions necessary to amend the “SFI Resorts
S.A. Shareholders’ Agreement” as per the corresponding shareholding amendments and corporate
mogifications arising from the implementation of this Agreement; and (li) The Parties hereby undertake
to perform all reasonable actions necessary to amend the “Novosun Shareholding Agreement” entered
into by NAG, SIL, NHC, Sun Chile and Novosun as per the corresponding shareholding amendments and

corporate modifícatlons emanating from the present shares purchase.

INTERPRETATION:

Any reference to “writing” or related expressions includes a reference to facsimile transmission or
(subject to provision of a confirmatory hard copy, e-mail or comparable means of communication);

“including” shall mean “including without Himitation” and cognate expressions shall be construed

accordingly;

any reference to any provision of a statute shall be construed as a reference to that provision as
amended, re-enacted or extended at the relevant time;

the headings are for convenience onty and shall not affect ¡ts interpretation;

words importing the singular shall include the plural and vice versa and words implying one gender shall

be treated as implying any gender;

references to the Parties are to the parties to this agreement; NM

12/16

14.7,

15.2,

16.

16.1.

16.2,

17,

17.1

NOVOSUN – PROMISE OF PURCHASE-SALE AGREEMENT – SIGNATURE VERSION

references to clauses or schedules or addenda or annexes are to clauses of, schedules, addenda and
annexes to this Agreement and references to this agreement include the recitals and the schedules,

addenda and annexes.

NOTICES:

The Parties choose domicilium citandí et executandi (“domícillum”) for any purpose arising from this

agreement, as follows:

NAG:
Wiener Strasse 158, 2352 Gummpoldskirchen, Austria
Attention: Mr, Peter Stein

NIC:
Av. Presidente Riesco 5335, oficina 606, Las Condes, Santiago, Chile

Attention: Mr, Charles Hiten

NHC:
Av. Presidente Riesco 5335, oficina 606, Las Condes, Santiago, Chile

Attention: Mr. Charles Hiten

Sit:
6 Sandown Valley Crescent, Sandown, Sandton, 2031, South Africa

Attention: Ms Chantel Reddiar

Sun Chile:
Miraflores 222, piso 28, Santiago, Chile
Attentlon: Mr. Jacobus Pretorius

All notices, requests, approvals, demands and other communications by either Party to the other
pursuant to this Agreement shall be in writing to elther Party at its address set out above or to such
other address as the Parties may designate from time to time by similar notice, which new address shall
not be a post office box or a poste restante, and be deemed to have been duly given and to be effective
7 (seven) days after being mailed by registered post, or on the first business day after the dellvery

thereof has been acknowledged by the receiving Party.

GOVERNING LANGUAGE 8: LAW:

This Agreement has been prepared In and shall be Interpreted and governed by the English language.
Any translation of this Agreement into any other language may be done at the discretion and cost of
any Party hereto, purely for Its own Information purposes, but such translation shall be of no standing

er force or effect among the Parties,
This Agreement shall be interpreted according to and be governed by the laws of Chile.

MEDIATION 8: ARBITRATION:

The Parties shall endeavour to resolve any controversy, claim or dispute arising between them out of or
relating to this Agreement including without limitation, the interpretation of any provision thereof or

ans

0

¿
j
j

17.2.

17.3.

17.4,

17,5,

17.6.

18.

18.1.

19.

19.1.

NOVOSUN – PROMISE OF PURCHASE -SALE AGREEMENT – SIGNATURE VERSION

the breach, termination or invalidity thereof (a “Dispute”), by discussions in good faith in a spirit of
mutual good will, and that, if necessary, a meeting of the Chairmen or Chief Executive Officer of partles
Shall be convened if the Dispute is not solved amicably within thirty (30) days of the Dispute arising. !f
any of such Disputes cannot be resolved within thirty (30) days as of the date of the meeting of the
Chairmen or Chief Executive Officers of the Parties, then such Dispute shall be submitted to Mediation,
pursuant to the current Rules of Mediation Procedure of the Santiago Arbitration and Mediation

Center,

The Parties confer an irrevocable special power of attorney upon the Santiago Chamber of Commerce
so that ¡t may, at the wrítten request of any thereof, appoint the mediator from among the members of
the arbítration corps of the Santiago Arbitration and Mediation Center.

In the event the Mediation is not successful, the Dispute shall be resolved through Arbitration pursuant
to the current Rules of Arbitration Procedure of the same Center.

The Parties will appoint one (1) arbitrator within ten (10) days as from the explratlon of the Mediatlon
procedure. If they do not agree upon the arbitrator’s person within this term, then he or she shall be
appolnted by the Santiago Chamber of Commerce. For purposes hereof, the Parties confer an
irrevocable special power of attorney to the Santiago Chamber of Commerce so that it may, at the
written request of any Party, appoint the arbitrator among the attorneys who are members of the
arbitration corps of the Santiago Arbitcatlon and Mediation Center, Each Party may object two (2)
names proposed for the appointment as arbitrator; In which case the appointment shall fall in another

member,

The arbitrator will be an árbitro mixto (he or she shall decide the Dispute pursuant to applicable law,
but will have discretion to determine all procedural rules and matters).

There shall be no remedy against the arbitrator’s resolutlons, which is hereby expressly walved, The
arbitrator is especially empowered to resolve any matter relating to his/her competence and/or

jurisdiction.

COSTS:

Each Party shall bear and pay its own costs incurred in respect of the negotiatlon, preparation, settling,
signing and implementation of this Agreement.

COUNTERPARTS:

This Agreement shall be signed by the Parties and interested partles in 9 (nine) counterparts, whether
by way of facsimile or otherwise, with the counterparts going to each of SFIR, Sun and Novomatic, and
each signed copy shall be deemed to be an original,

19/16

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SIS e IOMISC 057 PUMCIA SEGA UE ACUCIALOAO xx SIGRIATURE VERSION Jefi6

i

NOVOSUN xx PROMISE OF PURCHASE SALE AGAEERENT > SIGNATURE VERSION

GE Boston, MA 30

SIGNED rm A June 2014.
For and on behajl of CK

Signaturo M. Cristián Shea

Name of Sigaato !

Designatloa oFSIgnatoy Attorney in Fact

SIGNEO at Lyuguac. AMES… o RG June 2018,

Forond on behall oftastfi

MN
Signature

Nana sn La Yect (exnato
Deslisoatlon of Sígamtosy Neiyor O

SIGNCO at SDostazal………..on 20. June 2014;

Forand on behalf of SEI , A

Signotura 7) s
omo ofSigastory- PJ > 17, lorios
Desiguatlon ot Sigaatory Asline) Cer yal [Piricpr

sneoar_Doslazal oo 0 RO hn 2016,

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For and on behalf of SFIR

Signarwre ( Ass z

Namp of Sigastory Je Pecho mus .
Dosignation vÍ Sigartory Abg General ñ lunasjer +

36/16

PROMISE OF SALE/PURCHASE AGREEIVIENT
OF
SAN FRANCISCO INVESTMENT S.A.
AND
SFI RESORTS S.A, SHARES

This agreement (“the Agreement”) ls made and entered into on June 30, 2014 (“Effective Date”), by and
between the following entities: :

Chllean Enterprises SpÁ,

A limited liabillty company established under the laws of Chile
Tax Identification Number 99,599,750-9

Av. Apoquindo 3910, plso 11, Las Condes, Santtago, Chlle

– hereafter referred to as “CE” or “Seller”-

and

Sun International Limited (Sun Internatlonal)

A corporation established under the laws of South Africa

Tax Identificadon Number 9875/186/71/1

6 Sandown Valley Crescent, Sandown, Sandton, 2031, South Africa
– hereafter referred to as “SIL”-

Sun International Chile Ltda. :

A limited llabllity company established under the laws of Chile
Tax Identification Number 76,815.350-7

Miraflores 222, Santiago, Chile

– hereafter referred to as “Sun Chile”-

– Sil and Sun Chile jointly referred to hereafter as “SUN”-

NovoSun S.A.

A corporation established under the faws of Chile

Tax Identification Number 76.862,640-5

Av. Presidente Riesco 5335, oficina 606, Las Condes, Santiago, Chlie
Santiago, Chile

– hereafter referred to as “NovoSun”-

– SUN and NoyoSun jolntly referred to hereafter as “Buyers”-

– each of the above appearing referred to as a “Party” and collectively as “Parties” –

and

Lasud Chile S.A,

A corporatlon established under the laws of Chile

Tax identification Number 76.112.487-0

Santa María N*2670, oficina 301, Providencia, Santíago, Chile
– hereafter referred to as “Lasud”-

CE – PROMISE OF PURCHASE-SALE AGREEMENT – SIGNATURE VERSIONSIGNATURE VERSION 1/15

San Francisco Investment S.A.
A corporatlon established under the faws of Chile

– Tax Identification Number 76.299.170-5

Panamericana Sur Km. 57, San Francisco de Mostazal, Chile
– hereafter referred to as “SFl”-

SFH Resorts S.A.

A corporation established under the laws of Chile
Tax Identification Number 76.929,340-K
Panamerlcana Sur Km. 57, San Francisco de Mostazal,
– hereafter referred to as “SFIR”-

– Lasud, SFIR and SFI jolntly referred to hereafter as “Interested Third Partles”-

and

Novomatlc AG

A corporation established under the laws of Austria
Tax Identificatlon Number 59,320,830-K

Wiener Strasse 158, 2352 Gumpoldskirchen, Austria
– hereafter referred to as “NAG”-

Novomatle Investments Chile S.A,

A corporation established under the laws of Chile

Tax Identification Number 76.813.970-9

Av. Presidente Rlesco 5335, oflcina 606, Las Condes, Santiago, Chile

“- hereafter referred to as “NIC”-

Novomatle Holdings Chile Ltda.

A company established under the laws of Chile

Tax identification Number 76.824.130-9

Av, Presidente Rlesco 5335, oficina 606, Las Condes, Santiago, Chile
– hereafter referred to as “NHC”-

– NAG, NIC and NEC Jolntly referred to hereafter as “Novomatlc”.

A, PREAMBLE;

Ai. WHEREAS, NovoSun owns 4,666,002,984 shares of SFIR, representing a shareholding of 88.411% of
SFIR, whereby each of Sun and Novomatlc own 44.206% of SFIR;

AM. – WHEREAS, Novomatic ls exlting from NovoSun through the sale of its shares in NovoSun to SUN;
Ai, WHEREAS, CE owns 1 nominal share of SF;
A,iv, WHEREAS, CE owns 551,400,934 shares of SFIR, representing a shareholding of 10.448% of SEIR;

Av. -WHEREAS, Lasud owns 60,210,902 shares of SFIR, representing a shareholding of 1.141% of SFIR;

CF – PROMISF OF PIIRCHASF-SAIUF AGREEMENT – SIGNATURE VERSIONSIGNATURE VERSION 2/15

Avi.

Ani

A.viil.

AJX.

AKI,

WHEREAS, SFIR is the majority controlling shareholder of SFI, which is a casino concession company
subject to SCJ oversight;

WHEREAS, NovoSun offers to acqulre CE’s shareholding of each of SFIR and SF;
WAHEREAS, CE agrees to dispose its shares of SFIR and SFI;
WHEREAS, the contemplated transfer of shares transaction is subject to the approval of the SCJ;

WREREAS, NovoSun agrees to offer to purchase the sharehofdings of the remaining shareholders of
SFIR at same terms pari passu;

WHEREAS, regulatory approval ls required from the SC] for any material change In beneficlal ovwnership
of a casino concesslon company

The Parties therefore wish to reduce the terms of their agreement to writing, as follows:

B,

DEFINITIONS:

In this Agreement the followIng words shall mean the following:

8..

B.ll.

8.11H.

B.iv.

B.v.

8.vi.

B.vik.

B.viii.

Closing Date – The end of the final day of the calendar month directly prior to the date the Initial Cash
Amount is pald, whereby the Closing Date shall be the date utilised to determine the closing accounts
upon which the due Inltial Cash Amount shall be calculated; :

Closing FOREX – As defined under clause 3.2;

Comparison Perlod – Calendar year 2015, from January 1, 2015, to December 31, 2015, both included;
Comparison Period EBITDAM – EBITDAM for the calendar year 2015;

EBITDAM – Consolldated Earníings Before Interests Taxes Depreciatlon and Amortisatlon of SFIR,
excluding any provislons made for ltems of an extra-ordinary nature, and which for the purposes of this
Agreement shall specifically exclude any and all fees related to (a). the Consultancy Services
Agreements and the Development Management $ Technical Services Agreements entered Into by
Sun international Management Limited with each of SFIR and SFI, or (b), any similar agreements and/or

contracted services;

Enterprise Valuation – The valuation of SEIR, including SFI on a consolidated basis, done by the Partles
pursuant to clause 3 of this Agreement;

Monthly Management Reports – The reports as currently Issued by each of SFIR and SFI to NovoSun on
a monthly basis consisting at least of the balance sheets and income statements of each;

Price of the Shares – Consideration to be pald by NovoSun to CE in exchange for ¡ts shares of each of
SFIR and SFI, payable in Chilean Pesos, consisting of an “Initlal Cash Amount” to be paid in any event,
except in the event of terminatlon of th’s Agreement pursuant to clause 2.4 below, and a ”One-Time
£arn-Out Amount” which will be subject to a condition precedent and the determination rules
established in clauses 5 and 6 below;

CE – PROMISE OF PURCHASE-SALE AGREEMENT – SIGNATURE VERSIONSIGNATURE VERSION 3/15

8.[X.

B.x.

B.xi.

B.xih

8.x!!l.

B.xiv.

1.1.

1.2.

1.3,

2.1.

2.1.1,

2.1,2,

SFl and SFIR Debts – Allmoneys owed by SEI and SFIR to banks and/or financial institutions;

SFIR Equity Value – The valuatlon of the equity of SFIR, Including SFl on a consolidated basis, pursuant
to clause 3.3 below;

Shareholder Loans – Any and all monies owíng to NovoSun by SFIR and/or SF! relating to loans made to
each by NovoSun, including outstanding Interest and principal amounts;

SIl -Servicio de Impuestos Internos, the Chitean internal taxes authority;

Surplus Cash-on-Hand – Such cash amounts and/or bank balances that SFI and SFIR jointly have at their
disposal in addition to what is required for the servicing of their working-capital requirements, whereby
accounts payable shall not be repatd or settled prematurely;

SC) – SuperIntendencla de Casinos de Juego, Chilean SuperIntendency of Gambling Casinos.

PROMISE OF SHARES PURCHASE/SALE AGREEMENT:

CE regarding 551,400,934 shares of SFIR and regarding 1 share of SFl hereby promlses to sell, transfer
title of ownership and asslgn to NovoSun who hereby promises to purchase and receive such
551,400,934 SFIR shares and 1 SFI share by means of executing shares transfer agreements under legal
formalities (the “Shares Transfer Document”) within the 10 business days counted from the fulfilment
of the conditions precedent contemplated in clause 2, pori possu with the provislons set forth in clause
4.2 below,

The Shares Transfer Documents shall be executed one for the 551,400,934 shares of SFIR, and one for
the 1 share of SFl, according to the template drafts Included as Annex 1.1, Annex 1.2 and Annex 1.3 to

this Agreement,

In case of accrual of ihe One Tlme Earn Out pursuant to clause S below, the Parties shall execute an
addendum to each Shares Transfer Document, according to the template draft Included as Annex 2 to
this Agreement, within the $ business days counted from the fulfllment of the conditions contemplated

in clause 5.1 and 5.7.
CONDITIONS PRECEDENT:

SCJ APPROVAL

The Parties and Interested Third Partles acknowledge that the contemplated purchase/sale
transaction is subject to the condition precedent of the unconditlonal approval of the SCJ. The Parties

and the Interested Third Partles joíntly and severally agree to facllitate the SCJ approval process If and
as needed on a best efforts basís with due regard for the need to act rapidly.

SFI shall, immediately upon execution of this Agreement, file with the SCJ an urgent request for
approval of the change in beneficial owmershlp contemplated within thls Agreement.

FE – ODAAACE OF OLUIRCHACE.CALE AQNEFSAENST . SIGNATIIOS VERCIOACIRA ATHRE VERSION añ

2,13.

2,2,

2.2.1,

2.2.2,

2.2.3.

2.3.

2.3.2,

2.3.3,

2.4.

24,1,

2.4.2.

2.5.

2.5,1.

The conditlon precedent set forth in clause 2.1.1 hereln will be deemed as fulfilled on the date the SCJ
notifies SF the resolution that approves the change in beneficial ownership of SEI according to this
Agreement.

SOUTH AFRICAN RESERVE BANK APPROVAL (“SARB”)

The Partles acknowledge that, as a conditlon precedent, SIL requires approval from the SARB for the
contemplated purchase/sale transaction.

At the time of execution, SIL warrants that It ls not aware of any material reasons why the conditlon
precedent of SARB approval cannot be fulfilled,

Sti. undertakes that lt shall, Immediately upon execution of this Agreement, make relevant appllcatlori
with the SARB and that it shall use its best endeavours to expedlte the process for such approval to

the extent possible,
SIL SHAREHOLDER APPROVAL

The Partles acknowledge that due to the fact that the contemplated purchase/sale transaction falls
within the current definition of a “Related Party” transaction In terms of the Johannesburg Stock
Exchange Requirements, as a condition precedent, SIL requires approval for the transaction from its

shareholders,

At the time of executlon, SIL warrants that It Is hot aware of any material reasons why the condítlon
precedent of SiL shareholder approval cannot be fulfilled,

SIL undertakes to use best endeavours to expedite the process for such approval to the extent
possible.

BANK ITAU APPROVAL

The Parties acknowledge that the contemplated purchase/sale transaction is subject to the condition
precedent of approval from Banco Itaú, In terms of the relevant financing of SFIR and related share(s)

pledge(s).

SFIR undertakes that jt shall, simultaneously with the execution of this Agreement, clarify the matter
with Banco Itaú in writing and, 1 necessary, make urgent request with Banco Itaú for the relevant
approval. SFIR acknowledges that this undertaking has been considered material for CE in order for
the latter to approve and execute this Agreement.

CONDITIONS PRECEDENT, DEADLINE

In the event that the each and every one of the conditions precedent, as set forth in this clause 2, for
the contemplated sale/purchase transaction is not received, completed and/or fulfilled by
December 31, 2014, for whatever reason, the conditions precedent set forth hereín will be deemed as
falled and this Agreement shall termínate with immediate effect, unless otherwise agreed by the

Parties in writing.

CE DROAMSE NE DIIRCHSSF.CAl E OGREFMENT. SIGNATURE VERSIONSIGNATURE VERSION 5/15

3,

3,1.

3.2.

3.3.

4.

4.1,

4,2,

4,3.

4.4.

re.

VALUATION:

: The Parties agree to an Enterprise Valuation of SFIR equalling 317,700,000.-USO (“SFIR Enterprise
Value”), representing an agreed upon Enterprise Vafuation multiple of 3 times EBITDAM.

The Parties agree, only for the purposes of the Enterprise Valuation of SFIR, to apply an USD/CLP
exchange rate of 549,05 CLP per 1.00 USD (“Closing FOREX”), thereby establishing the Enterprise Value
* 21 174,433,185,000 CLP,

The Equity Value of SFIR (“SFIR Equity Value”) will be determined on the Closing Date per the following
formula: :
SFIR Enterprise Value

– (less)
SFI and SFIR Debts and Shareholder Loans as at the Closing Date

+ (plus)
SF] and SFIR Surplus Cash-on-Hand as at the Closing Date

+ (plus)
SFI and SFIR Capital Expenditure (CAPEX) amounts expended between the Effective Date and the
Closing Date in excess of the sum of (1) any unspent amount from the approved CAPEX budget for the
year ended 30 June 2014 and (1i) the approved annual budget for CAPEX for the 30 June 2015 financial
year, pro-rated for the period between 1 July 2014 and the Closing Date.

PRICE OF THE SHARES. INITIAL CASH AMOUNT:

In exchange for CE’s shareholding of SFIR and SFl, and as part of the Price of the Shares, NovoSun
agrees to pay an “Initial Cash Amount” which will be determined on the Closing Date per the following
formula:
10.448% (with reference to CE’s shareholdIng of SFIR) of the SFIR Equity Value
+ (plus)
1,000,000 Chilean Pesos (with reference to CE’s shareholding of SFI).

The Inltlal Cash Amount shall be due and payable together with the executlon of the Shares Transfer
Document, within the 10 business days counted from fulfilment of the conditions precedent established

In clause 2 of this Agreement.

The Buyers Intend and shall make every reasonable effort to settle the full [nitlal Cash Amount owing
with a single payment, Notwithstanding the above, should ft be reasonably requested by SIL within
35 calendar days of the execution of this Agreement, CE undertakes to extend the payment terms of
the Initlal Cash Amount such that SUN shall make payment of at least the equivalent of
19,000,000.-USD, in Chilean Pesos calculated at the Closing FOREX. The balance shall be settled by no
later than June 30, 2015, and it shall be calculated at the average of the Closing FOREX and the official
exchange rate as published by the Chilean Central Bank at the date of the executlon of the Shares
Transfer Documents. The Parties agree that interest shall accrue on the outstanding balance at a

compound rate of 7.5% per annum.

in the event that the terms of payment of the IMmitlal Cash Amount are extended, the outstanding
balance and all related Interests accrued shall be secured by SIL by means of a corporate guarantee
provided by SIL at Closing. in addition, SI! shall at Closing secure the One-Time Earn-Out Amount by
means of a cotporate guarantee, The corporate guaranteels) shall be granted in the form of a public

DOMASISZ NL DUIOFUACE.CAJE ARDEEMENT . CIGNMATIIOE VERCIONSIGNATIIRE VERCIAN eme

5,

5.1.

5.2.

5.3.

54,

5.5.

5.6.

5.7,

6,1.

deed before a notary in Chile, which shall be attached hereto as Annex 4 and form an integral part
hereof, in Spanish language and contalning the terms and conditions of the English language draft that
ls attached hereto as Annex 3 and which forms an integral part hereof.

PRICE OF THE SHARES. ONE-THVE EARN-OUT AMOUNT;

In the event that the Comparison Pertod EBITDAM is higher (“EBITDAM Increment”) than
21,369,278,255 CLP, being the actual EBITDAM reallsed for the 2012/2013 period of 1 July 2012
through 30 June 2013, that shall trigger a “One-Time Earn-Out Amount”, which NovoSun agrees to pay
in addition to the inltlaí Cash Amount.

The One-Tlme Earn-Out Amount portion of the Price of the Shares shall be calculated per the following
formula:
EBITDAM Increment
x (multíplied) by 8 (with reference to the agreed Enterprise Valuatlon multiple)
x (multíplied) by 10.448% (with reference to CE’s sharehofding of SFIR)
payable at the average of the 549.05 CLP per 1.00 USD exchange rate applied to the Enterprise
Valuation and the official exchange rate as published by the Chilesn Central Bank at
December 31, 2015, from which amount any relevant adjustments per clause 6 below will be applied
to determine the amount payable, and shall be due within 3 calendar months of the end of the

Comparison Perlod.

The One-Time Earn-Out Amount will be capped to an amount that would represent a maximum
Enterprise Value of SFIR of 350,000,000,-USD (“SFIR Enterprise Value Cap”). í.e. the CLP amount
resulting from the calculation of EBITDAM Increment multiplled by 3 and then divided by the average of
549.05 CLP per 1.00 USD and the official exchange rate as published by the Chilean Central Bank al
December 31, 2015. Therefore, the difference between the SFIR Enterprise Value Cap and the SFIR
Enterprise Value, sha!! not exceed 32,300,000.-USD,

The One-Tlme Earn-Out Amount shall be considered a portion of the Price of the Shares subject to the
condition precedent of Improvement of EBITDAM, positive EBITDAM Increment, pursuant to the

provisions In clause 5.1.

In the event of a negative development of EBITDAM, NovoSun agrees that It shall not be entitled to any
clalm or offset whatsoever against CE or any of its subsidlarles related thereto,

During the Comparison Period and untll the One-Time Earn Out Amount has been determined and
finallsed Ín a binding manner, C£ shall be granted (1) standard information and book inspection rights,
limited to one fnspection every 6 months, during July and January respectively; (11) the right to nominate
an expert with full book and tax fllings inspection rights; and (115) shall within 15 days of the end of each
calendar month until the end of the Comparison Period recelve the Monthly Management Reports.

The Comparison Period EBITDAM shall be determined based on consolldated audlted annua! accounts
of SFl and SFIR.

PRICE OF THE SHARES. CONTINGENT LIABILITIES ADJUSTMENT: –

The portion of the Price of the Shares referred to herein as the One-Time £arn-Out Amount shall be
adjusted according to the eventual result of contingencies contemplated further in clause 6.

CE – PROMISE OF PURCHASE-SALE AGREEMENT – SIGNATURE VERSIONSIGNATURE VERSION 7/15

6.2.

6.3.

6.4,

– 65,

6.6,

67.

6,8,

6.9.

CE agrees to share proportionally in the current contingent líabllitles existing at the Closing Date, as

previously referenced and Informed to the SFIR board of dlrectors, specifically and only including:

(a). Review of the Sll, relating to mystery jackpots (Initiated under summoníng Nr. 11 of
January 31. 2014) as at and up to the Closing Date; and

(b). Sil review of deductibility of complimentary offers (inltiated under Citation Nr. 6, of
February 18. 2014) as at and up to the Closing bate; and

(c). SIl review of withholding taxes relating to the Consultancy Services Agreements entered into by
Sun International Management Limited with each of SFl and SFIR (as defined under the Board Meeting
Minutes of the meetings of directors of SFIR and SFI held on June 3, 2014) as at and up to the Closing
Date.

In the event that any of the contingent liabllities under 6.2 (a) through (c) matertallse and are legally
finalised during the course of the Comparison Perlod (through normal lega! process or negotlated
settlement), 10,448%, with reference to CE’s shareholding of SFIR, of the relevant reallsed contingent
liabillty amount shall be deducted from the One Time Earn-Out Amount,

The Parties understand that a contingency will be legally finalized once a final resofution has been
issued by the Slí that Implles that the matter will not be subject to a liquidation (l/guidación) or a tax bill
(giro); or; in case that a review ends with a liquidation or tax bill, once the recourses have been filed
before the competent Court and have been declded by a final court deciston not subject to further
appeal or nulllty recourse (recurso de casación),

As such, lt ls agreed that the indicated -contingent llabllity matters shall not be settled and/or legally
finalised before reaching the+ast judicial court instance wIthout prior consultation with CE.

lt ls agreed that in the event that the amount of Indicated contingent llabílitles materlalised and legally
finalised during the Comparison Period exceeds the One-Time Earn-Out Amount, the Parties shall have
no further recourse, cfalm or offset whatsoever agalnst CE or lts subsidiaries related to the relevant
amount(s) in excess of the One-Time Earn-Out,

It is further agreed that In the event that If any of the Indlcated contingent llabilitles do not materialise
and/or are not legally finalised prior to the closure of the Comparison Period the Partles and any of
thelr subsidiarles shall have no further recourse, clalm or offset whatsoever agalnst CE or Its

subsidiaries related thereto.

Likewlse, the Partles agree that CE shall share proportlonally in any-potentlal rebate agalnst the amount
already pald relating to the clalm of the SI! 1hat ls ongolng before the Court of Appeals of Rancagua
under flle number 669-2014 at the time of the Closing Date with reference to the withholding taxes

¡agalnst the payments made by each of SFI and SFIR relatlng to the Consultaney Services Agreements

entered into by Sun International Management Limited with each of SEl and SFIR.

In the event that a rebate related to the SIl review of the Consultancy Services Agreements withholding
texes materiafises and ls legally finalised prior to the end of the Comparison Perlod, 10,448% (with
reference to CE’s shareholding of SEIR) of the relevant amount shall be added to the One-Time Earn-Qut

Amount due to CE.

It Is agreed that In the event that the indicated potentlal rebate does not materlalise and ls not legally
finalised prior to the closure of the Cormparison Perlod the relevant proportional amount shall not be

SF -PROMISS OF DURCHASE-SALF AGREFMENT . SIGNATIIRF VERSINA SIGNATURE VERSION 2h

6,10,

7,

7.1,

8.1.

9.

9.1,

9.2.

9.3,

10.

10.1.

10.2.

10.3.

added to the One-Time Earn-Out and CE shall have no further recourse, clalm or offset whatsoever
agalnst any of the Parties or their subsidiaries related thereto.

It ls agreed that In the event that SFIR and/or SFI, as may be applicable, decide for whatever reason to
pursue recourse / appeal agalnst any finding or judgement that materialises any of the contingent
ltabííitles set forth in clause 6.2 above prior to the closure of the Comparlson Perlod the Partles and any
of their subsidiaries shall have no further recourse, claim or offset whatsoever agaínst CE or its
subsidiaries related thereto.

JOINTOBLIGATIONS:

All obligatlons arlsing from this Agreement for the Parties are entered jointiy and severally by each
Party. In order to avold any doubt, once due according to the provisions and conditlons of this
Agreement, CE shall be fully llable for transferring the SFIR and SFÍ shares held by It; and each of SIL and
Sun Chile shalf be fully llable for the timely payment of the Price of the Shares.

OFFER TO OTHER SFIR SHAREHOLDERS:

NovoSun agrees that lt shall offer to purchase the.sharcholdings of the remalning shareholders of SFIR
at sarne terms par passu as set forth tn this Agreement, with the objective to coincide closing dates.

CONFIDENTIALITY € LEASES:

The Parties and the Interested Third Partles each agree to treat the contents of this Agreement as well
as all arrangements, discusslons, proposals, plans and other informatlon emanating from thelr
relationship as strictly confidential. Each of the signatories shall Impose and enforce similar
confidentlallty constralnts on Its employees, agents, offlcers, consultents and advisors, respectively,
who may be attending to any aspect of the arrangements described hereln or emanating hereof.

Except as required in terms of the laws of Its country of domicile and/or the provislons of the
Johannesburg Stock Exchange no Party or Interested Third Party shall issue any media releases or publlc
Statements regarding CE or NovoSun or SFIR or SFl or any of thelr arrangements, discussions, proposals,
plans or anything else emanating from this Agreement and lts business without prior written agreement
as to the manner, contents, nature and timing of any such releases or statements.

The Partles and Interested Third Partles shall procure that the members of their boards of directors
shalt comply with the terms of confidenttallty and medla releases as set forth herein,

WHOLE AGREEMENT, NO AMENDMENT:

This Agreement constitutes the whole agreement between the Parties relaling to the subject matter

hereof,

This Agreement supersedes and cancels any prior agreement between the Parties regarding the subject
matter hereof, with effect from the Closing Date,

No amendment or consensual cancellatlon of this Agreement or any provision or term hereof or of any
agreement, bill of exchange or other document Issued or executed pursuant to or in terms of this
Agreement and no settlement of any disputes arlsing under this Agreement and no extension of time,
waiver or relaxatlon or suspension of or agreement not to enforce or to suspend or postpone the
enforcement of any of the provisions or terms of this Agreement or of any agreement, blll of exchange
or other document Issued pursuant to or in terms of this Agreement shall be binding unless recorded in
a written document signed by the Partles. Any such extension, walver or relaxatlon or suspension which

C£ – PROMISE OF PURCHASE-SALE AGREEMENT – SIGNATURE VERSIONSIGNATURE VERSION 9/15

10.4,

10.5,

11,

11,1,

12,

is so given or made shall be strictly construed as relating strictly to the matter in respect whereof it was
made or given,

No extenslon of time or walver or relaxation of any of the provisions or terms of this Agreement or any
agreement, bill of exchange or other document issued or executed pursuant to or in terms of this
Agreement, shall operate as an estoppel against any Party In respect of íts rights under this Agreement,
nor shall Jt operate so as to preclude such Party thereafter from exerclsíng lts rights strictly In
accordance wlth thls Agreement.

No Party shall be bound by any express or implied termi, representatlon, warranty, promise or the like
not recorded herein, whether lt induced the contract and/or whether lt was negllgent or not, to the
extent permissible by law.

SEVERABILITY:

If any one or more provistons of this Agreement shall, for any reason, be held to be Invalid, ¡legal or
unenforceable in any respect, such invalldity, lllegallty or unenforceability shall not affect any other
provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or
unenforceable provisión had never been contalned hereln.

REPRESENTATIONS 8 WARRANTIES:

Each of the Parties represents and warrants to the others as follows:

12.1.

12,2,

12,3.

12.4.

12,5,

That each of the Parties and Interested Third Partles has all requisite, rights, power, authority, and full
legal capacity to enter Into this Agreement, to carry out [ts respective obligations hereunder and to
consummate the transactions and/or actlons contemplated in this Agreement In accordance with lts

terms.

That the execution and delivery of this Agreement by each of the Parties and the consummation of the
transactlons contemplated thereln has been duly authorized by all necessary action on the part of each
of the Partles, and ho other proceedings (corporate or otherwise) on the part of the Parties or thelr
respective shareholders or any other person are necessary to authorlze this Agreement or to
consummate the transactlons contemplated thereln,

That this Agreement has been duly executed and delivered by each of the Parties and constitutes a
legal, valid and binding obligatlon of the Partles enforceable against each of the Partles in accordance

with lts terms,

That the execution and delivery by the Partles of this Agreement and the consummation of the
transactlons contemplated thereln do not and will not (1) violate, conflict with, result in a breach of, or
default under, or perrnit the termination of, or glve any third party the right to accelerate any obligation .
under, any materlal agreement, obligatlon or commitment to which such Party Is a party or by which
such Party ls bound, or to which any of thelr properties or assets of such Party ls subject, (11) violate any
provision of any applicable law, rule or regulation, (111) violate any order, Judgment or decree applicable
to such Party, or (iv) conflict with, or result in a breach of or default under, any term or condition of the

by-laws of such Party.

That the execution and delivery of this Agreement by each Party does not, and the performance of this
Agreement by each Party will not, requlre any consent, approval, authorization or other action by, or

CE – PROMISE OF PURCHASE-SALE AGREEMENT – SIGNATURE VERSIONSIGNATURE VERSION 10/15

12.6.

12.7.

13.

13,1.

13.2,

13.3.

14.

14,1.

14.2.

143,

14.4.

14.5.

filing with or notification to, any person or any governmental or regulatory authorlty, besides those
mentioned in this Agreement,

CE warrants that upon recelpt of the Initial Cash Amount in full it shall procure the directorship
resignatlons of all directors appolnted in relation to its shareholding to the boards of directors of each
of SFIR and SFl. .

The Buyers undertake to perform all actions necessary to finalise and release any guarantees glven by
CE regarding SFI and SFIR Debts within the term of 3 months after the Effective Date.

OTHER AGREEMENTS:

NovoSun, Lasud, SFI and SFIR accede to thís Agreement, each of them taking full knowledge of fts
content and glving its approval, to the extent required, to the transactions contained and promised

herein.

The Partles and Interested Third Partles agree that upon the Closing Date of this Agreement, except
as may be specifled elsewhere within this Agreement, CE has fulfllled all obligatlons and CE, lts
directors, shareholders, attorneys, executives, representative, indlviduals appolnted as directors in
SFIR and SF( and other related persons, are flnally, broadly and fully released from any claim that may
arlse from any act executed (to the extent permissible by law) under the capacity referred to above,
and from any further obllgatlons under each of the following agreements:

1. SFIR and SFI Shareholders’ Agreement

Without prejudice of the foregoing, the Parties and Interested Third Partles agree that upon the
Closing Date of this Agreement, a termination and release agreement of the SFIR and SFI
Shareholders’ Agreement will be executed among them in terms as índicated above.

Pertaining to the rights and obligations under this Agreement only: (1) Each of SIL, NovoSun and Lasud
undertake to perform all actlons necessary to amend the “SFI Resorts S.A, and San Francisco
Investment S.A. Shareholders’ Agreement” as per the shareholding and corporate modiflcatlons
emanating from the corresponding shares’ purchase to be executed by the Buyers and the subsequent
exit of CE from SFIR and SFl,

INTERPRETATION:

Any reference to “writing” or related expressions includes a reference to’ facsimile transmission or
(subject to provision of a confirmatory hard copy, e-maíi or comparable means of communication);

“including” shall mean “including without limitation” and cognate expressions shall be construed
accordingly;

any reference to any provision of a statute shall be construed as a reference to that provision as
amended, re-enacted or extended at the relevant time;

the headings ate for convenience only and shall not affect Its interpretation;

words importing the singutar shall include the plural and vice versa and words implying one gender shall
be treated as Implying any gender;

CE – PROMISE OF PURCHASE-SALE AGREEMENT – SIGNATURE VERSIONSIGNATURE VERSION 11/15

14.6.

14.7.

15.

15.1.

15.2.

16,

16.1,

16,2,

17,

17.1.

references to the Partles are to the partles to this agreement;

references to clauses or schedules or addenda or annexes are to clauses of, schedules, addenda and
annexes to this Agreement and references to this agreement include the recltals-and the schedules,
addenda and annexes.

NOTICES:

The Partles choose domicilium citandi et executandi (“domiclilum”) for any púrpose arlsing from this
agreement, as follows:

CE
Apoquindo 3910, plso 11, Las Condes, Santiago, Chile
Attentlon: Mr. Cristián Shea

SIL:
6 Sandown Valley Crescent, Sandown, Sandton, 2031, South Africa
Attention: Ms Chantel Reddlar

Sun Chile;
Miraflores 222, piso 28, Santiago, Chile
Attention: Mr. Jacobus Pretorlus

Alí notices, requests, approvals, demands and other communications by either Party to the other
pursuant to this Agreement shall be in writing to either Party at lts address set out above or to such
other address as the Parties may deslgnate from time to time by similar notice, wh!ch new address shall
not be a post offlce box or a poste restante, and be deemed to have been duly given and to be effective
7 (seven) days after belng malled by registered post, or on the first business day after the delivery
thereof has been acknowledged by the recelving Party, :

GOVERNING LANGUAGE 8: LAW:

This Agreement has been prepared In and shall be Interpreted and governed by the English language.

Any translation of this Agreement into any other language may be done at the discrétlon and cost of

any Party hereto, purely for its own Informatlon purposes, but such translation shall be of no standing
or force or effect among the Parties.

This Agreement shall be Interpreted according to and be governed by the laws of Chile.

MEDIATION $ ARBITRATION:

The Partles shall endeavour to resolve any controversy, claim or dispute arising between them out ofor
relating to this Agreement Including without limitation, the Interpretation of any provision thereof or
the breach, termination or invalidity thereof (a “Dispute”), by discussions in good falth in a spirit of
mutual good will, and that, if necessary, a meeting of the Chalrmen or Chief Executive Officer of parties
shall be convened if the Dispute is not solved amicably within thirty (30) days of the Dispute arising. 1É
any of such Disputes cannot be resolved within thirty (30) days as of the date of the meeting of the
Chalrmen or Chief Executive Officers of the Partles, then such Dispute shall be submitted to Meciatlon,

CE – PROMISE OF PURCHASE-SALE AGREEMENT – SIGNATURE VERSIONSIGNATURE VERSION 12/15

17.2.

17.3.

17.4.

17.5,

17.5,

138.

18,1.

19,

19.1,

pursuant to the current Rules of Mediatlon Procedure of the Santlago Arbitratlon and Mediation
Center.

The Partles confer an Irrevocable spectal power of attorney upon the Santlego Chamber of Commerce
so that lt may, at the written request of any thereof, appotnt the medlator from among the members of
the arbitration corps of the Santiago Arbítratlon and Medlation Center.

In the event the Mediation is not successful, the Dispute shall be resolved through Arbltration pursuant
to the current Rules of Arbitration Procedure of the same Center.

The Partles will appolnt one (1) arbitrator within ton (10) days as from the expiratlon of the Mediation
procedure. 1f they do not agree upon the atbitrator’s person within this term, then be or she shall be

“appolnted- by the Santlago Chamber of Commerce, For purposes hereof, the Parties confer an

irrevocable special power of attorney to the Santlago Chamber of Commerce so that It may, at the
written request of any Party, appoint the arblirator among the attorneys who are members of the
arbltration corps of the Santlago Arbitratlon and Mediatlon Center. Each Party may object two (2)
names proposed for the appolntment as arbltrator; In which case the appolntment shall fall In another
member.

The arbitrator wllt be an árbitro mixto [he or she shall decide the Dispute pursuant to applicable law,
but wlll have discretien to determine all procedural rules and matters).

There shall be no remedy agalnst the erbitrator’s resofutions, which ls hereby expressly walved. The
arbitrator is especially empowered to resolve any matter relating to his/her competence and/or

Jurisdiction,

COSTS:

Each Party shall bear and pay lts own costs Íncurred In respect of the negotlatlon, preparatlon, selling,
signing and implementatlon of this Agreement,

COUNTERPARTS:

This Agreement shall be signed by the Parties and Interested partles in 9 (nine) counterparts, whether
by way of facsimile or otherwise, with the counterparts golng to each of SFIR, Sun and CE, and each
signed copy shall ba deemed to be an original.

sianen ar_ Boston MÁ on__30 June2014,

For and on behalf of CE

Signature $
Name of signatory M. Cristián Shea
PDeslgnatlon of Signatory Áttomey in Fact

CE – PROMISE OF PURCHASE-SALE AGREEMENT + SIGNATURE VERSIONSIGNATURE VERSION” 13/15

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Link al archivo en CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=b74d914be849b5307b21da6fd54cb795VFdwQmVFNUVRVFJOUkVFMFRsUk5NazFuUFQwPQ==&secuencia=-1&t=1682366909