Pro Forma Financial Effects Of The Acquisition By Ububele Agri Proprietary Limited Of A 51% Shareholding In Turf-Ag Ububele Holdings Limited Incorporated in the Republic of South Africa (Registration number: 1998/011074/06) Share code: UBU ISIN Code: ZAE000140182 (“Ububele” or “the Company”) PRO FORMA FINANCIAL EFFECTS OF THE ACQUISITION BY UBUBELE AGRI PROPRIETARY LIMITED OF A 51% SHAREHOLDING IN TURF-AG PRODUCTS PROPRIETARY LIMITED AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT 1. THE ACQUISITION Shareholders are referred to the announcement released on SENS on 15 March 2013 (“the Acquisition Announcement”) relating to the agreement entered into by Ububele Agri Proprietary Limited (“Ububele Agri”), a wholly owned subsidiary of the Company, together with Messrs Wilhelm de Wet (“de Wet”) and Albert Lintvelt (“Lintvelt”)(collectively “the Purchasers”), with Mr Andries Willem Stefanus du Toit (“du Toit”) on behalf of the Willie Du Toit Trust (“the Seller”), in terms of which the Purchasers will acquire 100% of the issued share capital in Turf-Ag Products Proprietary Limited (“Turf-Ag”) and all rights, title and interest to Seller’s shareholder loans in Turf-Ag (“the Acquisition”) from the Seller. In terms of the Acquisition, the Purchasers will acquire the following interests in Turf-Ag: • Ububele Agri – 51%; • de Wet – 24.5%; and • Lintvelt – 24.5%. In accordance with the Acquisition Announcement, the outstanding pro forma financial effects of the Acquisition are disclosed below. 2. PRO FORMA FINANCIAL EFFECTS The pro forma financial effects of the Acquisition are presented for illustrative purposes only and because of their nature may not give a fair reflection of Ububele’s financial position nor of the effect on future earnings after the Acquisition. Set out below are the unaudited pro forma financial effects of the Acquisition, based on Ububele’s unaudited interim results for the six months ended 31 December 2012. The directors of Ububele are responsible for the preparation of the unaudited pro forma financial effects. Unaudited Pro forma before after the Acquisition Acquisition Change (cents) (cents) (%) Earnings per share 2.78 2.15 (22.7%) Headline earnings per share 1.53 0.89 (41.7%) Net asset value per share 21.68 21.69 0.02% Tangible net asset value per share (29.58) (29.58) - Notes and assumptions: 1. The "Unaudited before the Acquisition" column has been extracted from the unaudited abridged consolidated financial statements for the six months ended 31 December 2012 as published. 2. The "Pro forma after the Acquisition" column reflects the financial effect of the purchase of 51% of the ordinary shares of Turf-AG for R3,093,080, paid in cash. 3. The earnings per share and headline earnings per share figures in the "Pro forma after the Acquisition" column have been calculated on the basis that the Acquisition was effected on 1 July 2012. 4. The net asset value per share and tangible net asset value per share figures in the "Pro forma after the Acquisition" column have been calculated on the basis that the Acquisition was effected on 31 December 2012. 5. The figures for Turf-AG have been extracted from the management accounts of Turf-AG for the period 1 July 2012 to 31 December 2012, of which the Company has assumed a 51% share after accounting for the minority interest of 49%. This will have a continuing effect on the Ububele results. In addition, costs of R90,000 associated with the acquisition have been assumed, which will not have a continuing effect. 6. The taxation rate of 28% is assumed, where applicable. 7. An interest rate of prime plus 3% is assumed payable on the loan raised to finance the Acquisition based on R3,093,080 based on the loan terms agreed. An interest rate of prime plus 0.75% was assumed for all other interest-bearing borrowings or receivables associated with the Acquisition, which interest receivable and interest payable nets off to nil. 8. The earnings per share and headline earnings per share figures have been calculated using a weighted average number of shares in issue of 178 417 824 for the period ended 31 December 2012. 9. The net asset value per share and tangible net asset value per share figures have been calculated using the number of shares in issue of 178 417 824 as at 31 December 2012. 3. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT Shareholders are referred to the cautionary announcement included in the Acquisition Announcement and are advised that since the pro forma financial effects relating to the Acquisition have been disclosed in this announcement, caution is no longer required to be exercised by shareholders when dealing in the Company’s securities. Shareholders are further advised that Ububele will ensure that the Memorandum of Incorporation of Turf-Ag will comply with the provisions of paragraph 10.21 of Schedule 10 of the JSE Limited’s Listings Requirement. 19 April 2013 Cape Town Designated Adviser PSG Capital Date: 19/04/2013 11:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.