Update Relating To Category 2 Transaction Announcement: Acquisition Of A 49% Interest In Radio Africa Limited Times Media Group Limited Incorporated in the Republic of South Africa Registration number: 2008/009392/06 Ordinary share code: TMG ISIN code: ZAE000169272 (“TMG”) or (“the Company”) UPDATE RELATING TO CATEGORY 2 TRANSACTION ANNOUNCEMENT: ACQUISITION OF A 49% INTEREST IN RADIO AFRICA LIMITED IN KENYA AND WITHDRAWAL CAUTIONARY 1. Introduction Shareholders are referred to the announcement released on SENS on Friday, 11 April 2014 (“the Announcement”), advising shareholders that an agreement was entered into which if successfully implemented would result in TMG acquiring a 49% interest in Radio Africa Group (“RAG”) (“the Acquisition”). In accordance with the 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 the Company’s financial position nor of the effect on future earnings after the Acquisition. The pro forma financial information is presented in accordance with the JSE Listings Requirements, the Guide on Pro Forma Financial Information issued by SAICA and the measurement and recognition requirements of International Financial Reporting Standards. The pro forma adjustments to the statement of financial position have been calculated on the assumption that the Acquisition was implemented on 31 December 2013. The pro forma adjustments have been calculated on the assumption that the Acquisition was implemented on 1 July 2013. The pro forma financial effects are presented in a manner that is consistent with the accounting policies of TMG. Set out below are the unaudited pro forma financial effects of the Acquisition, based on the unaudited condensed consolidated interim group financial results for the six months ended 31 December 2013. The directors of TMG are responsible for the preparation of the unaudited pro forma financial information. Unaudited Unaudited Pro before the Forma after Acquisition the Percentage Acquisition increase/ (decrease) Headline earnings per share (cents) 196 199 2% Earnings per share (cents) 375 377 1% Net asset value per share (cents) 1 289 1 289 0% Tangible net asset value per share (cents) 597 596 (0%) Number of shares in issue ('000) 127 077 127 077 Nil Weighted average number of shares in issue (‘000) 127 047 127 047 Nil Number of treasury shares ('000) 30 30 Nil Notes and assumptions: 1. The earnings per share and headline earnings per share in the ''Unaudited Pro forma after the Acquisition" column have been calculated on the basis that the Acquisition was effected on 1 July 2013. 2. The net asset value per share and net tangible asset value per share figures under the "Unaudited Pro forma after the Acquisition" column have been calculated on the basis that the Acquisition was effected on 31 December 2013. 3. The taxation rate applicable is assumed to be 28%, and the applicable average KES/ZAR exchange rate is assumed to be 0,1163 and the applicable closing KES/ZAR exchange rate is assumed to be 0,1219. 4. The total purchase consideration for the Acquisition is assumed to be US$ 18.62 million, being ZAR 195 million, R 183 million funded from TMG's cash reserves at an interest rate of 2,8% per annum, and R 12 million funded on overdraft at an interest rate of 8,5% per annum. 5. Transaction costs of ZAR 370 000 are assumed for the Acquisition. These costs are capital in nature and therefore not deductible for income tax purposes. 6. The basic earnings per share and basic headline earnings per share are calculated based on the weighted average number of shares in issue of 127 047 179 for the six months ended 31 December 2013. 7. The net asset value per share and tangible net asset value per share are calculated based on 127 077 145 shares in issue at 31 December 2013. 8. All adjustments, with the exception of transaction costs, are expected to have a continuing effect. 3. Withdrawal of cautionary announcement Shareholders are referred to the cautionary announcement included in the 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. 16 April 2014 Johannesburg Sponsor: PSG Capital Date: 16/04/2014 12:00:00 Produced by the JSE SENS Department. 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