Pro Forma Financial Effects and Withdrawal of Cautionary Announcement Grand Parade Investments Limited (Incorporated in the Republic of South Africa) (Registration number: 1997/003548/06) Share code: GPL ISIN: ZAE000119814 ("GPI" or "the Company") PRO FORMA FINANCIAL EFFECTS AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT 1. INTRODUCTION Shareholders of GPI are referred to the detailed terms announcement released on SENS on Tuesday, 13 May 2014 (“the Announcement”) relating to the proposed divestment of shareholdings in Sunwest International Proprietary Limited (“Sunwest”) and Worcester Casino Proprietary Limited (“Worcester”) (“SunWest and Worcester Transaction”), the proposed divestment of an effective 5.6% shareholding in Afrisun KZN Proprietary Limited, trading as the Sibaya Casino and Entertainment Kingdom (“Sibaya Transaction”) and the proposed divestment of a material shareholding in GPI Slots Proprietary Limited (“GPI Slots Transaction”) (collectively referred to as “the Transactions”). In accordance with the Announcement, the outstanding pro forma financial effects of the Transactions are disclosed below. 2. PRO FORMA FINANCIAL EFFECTS OF THE TRANSACTIONS The consolidated pro forma financial effects of the Transactions, as set out below, are the responsibility of the directors. The consolidated pro forma financial effects are presented in a manner consistent with the basis on which the historical financial information has been prepared and in terms of the Company’s accounting policies. The pro forma financial effects have been presented for illustrative purposes only and, because of their nature, may not give a fair reflection of the Company’s financial position post the implementation of the Transactions. The table below sets out the pro forma financial effects of the adjustments on the Company, based on the interim financial results for the six months ended 31 December 2013 and on the assumption that, for calculating the net asset value per GPI share and net tangible asset value per GPI share, the adjustments were effected on 31 December 2013. In respect of the earnings per GPI share and headline earnings per GPI share it is assumed that the adjustments were effected on 1 July 2013. Results before Pro forma Change (%) the pro forma results after adjustments the Transactions Net asset value per share (cents) 368.72 612.65 66.2% Net tangible asset value per share (cents) 314.64 612.10 94.5% Earnings per share (cents) 26.21 267.51 920.6% Headline earnings per share (cents) 13.95 6.91 (50.5%) Number of Shares in issue (‘000) 469 588 469 588 - Weighted number of shares in issue 461 358 461 358 - (‘000) Notes and assumptions: 1. The "Results before the pro forma adjustments" column has been extracted from the published unaudited interim results of GPI for the six months ended 31 December 2013. 2. It has been assumed that the Transactions took place on 1 July 2013 when determining the effect of the transaction on the statement of comprehensive income. 3. It has been assumed that the Transactions took place on 31 December 2013 when determining the effect of the transaction on the statement of financial position. 4. Where applicable, the tax rate has been assumed at 28% for income tax and 18.67% for capital gains tax. 5. It has been assumed that over a short-term period, GPI invests all surplus cash in preference share investments which accrue dividends (net of tax) at a rate of 5.16% per annum, being the rate currently achieved by GPI. It has been assumed further that all preference share dividends received are from South African resident companies and are not subject to Dividend Withholding Tax. 6. The purchase consideration applicable to the SunWest and Worcester Transaction is assumed to be R1.55 billion. 7. The GPI Slots Transaction is assumed to be effected through the disposal of an initial 25.1% interest in GPI Slots for a total purchase consideration of approximately R268.2 million, the subsequent disposal of a further 25.0% interest in GPI Slots for a total purchase consideration of approximately R303.4 million and thereafter the disposal of another 19.9% interest in GPI Slots for a total purchase consideration of approximately R292.1 million. 8. The purchase consideration applicable to the Sibaya Transaction is assumed to be R130 million. 9. Shareholders are advised that the full and complete notes to pro forma financial effects will be included in the circular to shareholders. 3. WITHDRAWAL OF CAUTIONARY Shareholders are referred to the renewal of cautionary announcement included in the Announcement and are advised that since the pro forma financial effects relating to the SunWest and Worcester Transaction, the Sibaya Transaction and the GPI Slots Transaction have been disclosed in this announcement, caution is no longer required to be exercised by shareholders when dealing in the Company’s securities. Cape Town 11 June 2014 Lead Corporate Advisor Leaf Capital Sponsor and Corporate Advisor PSG Capital Legal Advisor Bernadt Vukic Potash & Getz Independent Reporting Accountants and Auditors Ernst & Young Incorporated Date: 11/06/2014 11:43:00 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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