KAGISO MEDIA LIMITED - Results of KML general meeting and revised salient dates and times

Results of KML general meeting and revised salient dates and times

Kagiso Media Limited                                KTH Media Holdings Proprietary Limited
Incorporated in the Republic of South Africa        Incorporated in the Republic of South Africa
Registration number: 1957/000036/06                 Registration number: 2013/055244/07
Ordinary share code: KGM                            ("KTH Media")
ISIN code: ZAE000014007
("KML") or ("the Company")
                                                    Kagiso Tiso Holdings Proprietary Limited
                                                    Incorporated in the Republic of South Africa
                                                    Registration number: 2011/000848/07
                                                    ("KTH")



RESULTS OF KML GENERAL MEETING AND REVISED SALIENT DATES AND TIMES



1. Introduction
KML shareholders are referred to the circular (incorporating a notice of general meeting) (“Circular”)
posted to KML shareholders on 9 October 2013 in terms of which, inter alia, a general meeting of
KML shareholders was convened for the purpose of considering and passing resolutions relating to
the implementation of a scheme of arrangement (the “Scheme”), proposed by the independent board
of directors of KML in terms of section 114 of the Companies Act, 71 of 2008 (as amended) and in
terms of which KTH Media, a wholly-owned subsidiary of KTH will acquire the entire issued and to be
issued share capital of KML that KTH does not already beneficially own.

2. Results of the general meeting
KML shareholders are advised that all resolutions required to give effect to the Scheme were passed
by the requisite majority of KML shareholders entitled to vote at the Scheme meeting held on
Thursday, 7 November 2013 with 94.89% of eligible votes which were voted at the meeting voting in
favour of the proposed resolutions.

3. Conditions precedent to the Scheme
KML shareholders are reminded that the implementation of the Scheme is still subject to the fulfilment
of certain conditions precedent, detailed more fully in paragraph 6.3 of the Circular (“Scheme
Conditions Precedent”).

4. Revised salient dates and times
It is currently envisaged that the Scheme Conditions Precedent will be fulfilled on or about 21
November 2013. Accordingly, the timetable relating to the Scheme has been revised and the salient
dates and times of the revised timetable are set out below. These salient dates and times remain
subject to changes as may be agreed by the Independent Board and KTH Media and approved by the
JSE and/or the TRP, if required.

                                                                              2013
Finalisation date expected to be                                              Friday, 22 November
Last day to trade in order to be recorded in the register to receive the      Friday, 29 November
Scheme Consideration on
Suspension of listing of KML shares at the commencement of trade on           Monday, 2 December
the JSE on
Record date to be recorded in the register in order to receive the Scheme     Friday, 6 December
Consideration (“Scheme Consideration Record Date”) expected to be on
Operative date of the Scheme expected on                                      Monday, 9 December
Payment or delivery of the Scheme Consideration to be transferred             Monday, 9 December
electronically or posted to certificated KML shareholders (if the surrender
and transfer form (yellow) and documents of title are received by the
Transfer Secretary on or before 12:00 on the Scheme Consideration
Record Date) on or about
Dematerialised KML shareholders expected to have their accounts held at       Monday, 9 December
their CSDP or Broker credited with the Scheme Consideration on or about
Expected termination of listing of KML shares on the JSE at the               Tuesday, 10 December
commencement of trade on or about

1. No dematerialisation or re-materialisation of KML shares may take place from the Business Day
     following the last day to trade in order to be recorded in the register to receive the Scheme
     Consideration.
2. The definitions and interpretations commencing on page 10 of the Circular apply to these salient
     dates and times.


Sandton

7 November 2013


Merchant bank, sole financial advisor and     Sole financial advisor to KTH Media and KTH
transaction sponsor to KML                    Standard Chartered Bank
Rand Merchant Bank, a division of FirstRand
Bank Limited

Sole debt arranger to KTH Media and KTH       Sponsor to KML
Nedbank Limited (acting through its Nedbank   Investec Bank Limited
Capital and Nedbank Corporate divisions)

Legal advisor to KML                          Legal advisor to KTH Media and KTH
Werksmans Attorneys                           Webber Wentzel

Independent Expert to KML
Ernst & Young Advisory Services (Pty)
Limited

Communication advisor to KTH and KTH
Media
Brunswick

Date: 07/11/2013 01:21:00 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.