Disposals update and withdrawal of cautionary announcement THE DON GROUP LIMITED Incorporated in the Republic of South Africa (Registration number 1946/023123/06) Share code: DON ISIN: ZAE000008462 (“The Don” or “the Company”) DISPOSALS UPDATE AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT 1. DISPOSALS UPDATE Shareholders are referred to the announcements released on SENS on 20 November 2012 and 30 November 2012 and using the terms defined therein unless otherwise stated, are advised that the circular containing full details of the disposals of the Rosebank Property, the Isando Property, the Arcadia 1 Property, the Eastgate Property and the Arcadia 2 Property (“the Disposals”) is currently being finalised. It is intended that the circular will be distributed to shareholders on or about 22 January 2013. 2. PRO FORMA FINANCIAL EFFECTS The table below sets out the unaudited pro forma financial effects of the Disposals on The Don’s earnings per share, headline earnings per share, net asset value per share and tangible net asset value per share. The unaudited pro forma financial effects have been prepared to illustrate the impact of the Disposals on the reported financial information of The Don for the year ended 30 June 2012, had the Disposals occurred on 1 July 2011 for statement of comprehensive income purposes and on 30 June 2012 for statement of financial position purposes. The unaudited pro forma financial effects have been prepared using accounting policies that comply with IFRS and that are consistent with those applied in the audited results of The Don for the twelve months ended 30 June 2011 as well as the unaudited results for the six months ended 31 December 2011. The unaudited pro forma financial effects which are the responsibility of the directors are provided for illustrative purposes only and, because of their pro forma nature may not fairly present The Don’s financial position, changes in equity, results of operations or cash flow. After the After the After the After the After the Rosebank Isando Arcadia 1 Eastgate Arcadia 2 Before the Property % Property % Property % Property % Property % After all % Disposals Disposal Change Disposal Change Disposal Change Disposal Change Disposal Change Disposals Change 1 2 3 4 5 6 7 Basic earnings per share (cents)8 (8.72) (6.08) (30) (7.87) (10) (7.91) (9) (9.42) 8 (8.77) 1 (4.08) (53) Headline earnings per share (cents)8 (4.58) 1.18 * 2.48 * (0.36) (92) (0.31) (93) 0.15 * 8.85 * Net asset value per share (cents) 9 24.79 24.86 - 22.42 (10) 24.64 (1) 23.10 (7) 23.51 (5) 20.36 (18) Tangible net asset value per share (cents) 9 24.79 24.86 - 22.42 (10) 24.64 (1) 23.10 (7) 23.51 (5) 20.36 (18) Weighted average number of shares in issue (000’s) 294 485 294,485 - 294 485 - 294 485 - 294 485 - 294 485 - 294 485 - Total number of shares in issue (000’s) 294 485 294 485 - 294 485 - 294 485 - 294 485 - 294 485 - 294 485 - * not applicable Notes: 1. Extracted from audited results of The Don at 30 June 2012 as set out in Annexure 3, adjusted for the effects of the previous disposals included in the Circular to shareholders dated 25 September 2012. The Company’s financial year end is 30 June. 2. The "After the Rosebank Property Disposal" column reflects the effects of the disposal of the Rosebank Property for a total consideration of R36.0 million. Interest earned has been calculated on the net cash proceeds at a pre-tax rate of 6%. The adjustment to taxation relates to the reversal of the deferred tax liability relating to the property, as well as the levying of Capital Gains Tax on the disposal of the property. 3. The “After Isando Property Disposal" column reflects the effects of the disposal of the Isando Property for a total consideration of R24.5 million. Interest earned has been calculated on the net cash proceeds at a pre-tax rate of 6%. The adjustment to taxation relates to the reversal of the deferred tax liability relating to the property, as well as the levying of Capital Gains Tax on the disposal of the property. 4. The “After the Arcadia 1 Property Disposal” column reflects the effects of the disposal of the Arcadia 1 Property for a total consideration of R21.0 million. Interest earned has been calculated on the net cash proceeds at a pre-tax rate of 6%. The adjustment to taxation relates to the reversal of the deferred tax liability relating to the property, as well as the levying of Capital Gains Tax on the disposal of the property. 5. The “After the Eastgate Property Disposal” column reflects the effects of the disposal of the Eastgate Property for a total consideration of R20.0 million. Interest earned has been calculated on the net cash proceeds at a pre-tax rate of 6%. The adjustment to taxation relates to the reversal of the deferred tax liability relating to the property, as well as the levying of Capital Gains Tax on the disposal of the property. 6. The “After the Arcadia 2 Property Disposal” column reflects the effects of the disposal of the Arcadia 2 Property for a total consideration of R19.0 million. Interest earned has been calculated on the net cash proceeds at a pre-tax rate of 6%. The adjustment to taxation relates to the reversal of the deferred tax liability relating to the property, as well as the levying of Capital Gains Tax on the disposal of the property. 7. The “After all Disposals” column represents the financial effects, after the implementation of all the Disposal Properties. 8. The effects on basic earnings per share and headline earnings per share are calculated based on the assumption that the Disposals were effected on 1 July 2011. 9. The effects on net asset value per share and tangible net asset value per share are calculated based on the assumption that the Disposals were effected on 30 June 2012. 3. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT Further to the cautionary announcement dated 15 November 2012, shareholders are advised that as the pro forma financial effects of the Disposals have been disclosed in paragraph 1 above, caution is no longer required to be exercised when dealing in the Company’s securities. Johannesburg 10 January 2013 Sponsor Merchantec Capital Auditors and reporting accountants PKF Jhb Inc. Date: 10/01/2013 03:38:00 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. 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