Fulfilment of scheme conditions 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") FULFILMENT OF SCHEME CONDITIONS KML shareholders are referred to the joint announcement released on SENS on 7 November 2013 which advised KML shareholders that all resolutions relating to the implementation of a scheme of arrangement (the “Scheme”), proposed by the independent board of directors of KML (“Independent Board”) in terms of section 114 of the Companies Act, 71 of 2008 (as amended) were passed by the requisite majority of KML shareholders entitled to vote at the Scheme meeting convened on the same day. KML shareholders are advised that all conditions precedent to the Scheme, as detailed in the circular posted to KML shareholders on 9 October 2013 (“Circular”), have been fulfilled and accordingly the Scheme is now unconditional. In terms of the Scheme, each KML shareholder is entitled to receive R28.10 in cash for every KML share held on the Scheme Consideration Record Date. The expected timetable for the finalisation and implementation of the Scheme is set out below. 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 Scheme Consideration Record Date expected to be on Friday, 6 December Operative date of the Scheme expected to be 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 this announcement and these salient dates and times. Sandton 22 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: 22/11/2013 09:45:00 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.