Change statement and notice of general meeting ANDULELA INVESTMENT HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number: 1950/037061/06) JSE share code: AND ISIN: ZAE000172870 (“Andulela” or “the Company”) CHANGE STATEMENT AND NOTICE OF ANNUAL GENERAL MEETING Shareholders are advised that Andulela’s integrated annual report, incorporating the audited annual financial statements for the year ended 31 December 2013, was dispatched to shareholders today, Monday, 30 June 2014. The integrated annual report contains a notice of annual general meeting for shareholders of the Company, which annual general meeting will be held at 11h00 on Wednesday, 13 August 2014, in the Auditorium, Abalengani Office Block, 108 4th Street, Parkmore, Sandton. The Company’s integrated annual report contains immaterial changes to certain information contained in the reviewed provisional condensed consolidated financial results for the year ended 31 December 2013 (the “financial results”), which financial results were announced on SENS on 31 March 2014. The changes are as detailed below and do not have any impact on Andulela’s earnings per share, headline earnings per share or net asset value per share. In April 2012 Pro Roof Steel Merchants (VRN) Proprietary Limited (“PRSM (VRN)”) entered into an agreement with Thunder Rate Investments Proprietary Limited (“TRI”) in terms of which the latter would finance the acquisition of plant and equipment by PRSM (VRN) on loan. The loan is interest free and repayable on demand. TRI entered into an agreement with PRSM (VRN) in March 2013 in terms of which it assumed debt owing to PRSM (VRN) by a related party, which debt bears interest at the prime overdraft rate and became payable by 20 December 2013. As the outstanding balance was not settled in terms of the agreement, automatic set-off of the amount payable by TRI to PRSM (VRN) against the amount owed by PRSM (VRN) to TRI came into effect by operation of law. As a consequence the amount owed by TRI to PRSM (VRN) was not settled separately from the loan from TRI to PRSM (VRN). The effect of the set-off is as follows: 2013 R’000 Loan owed by PRSM (VRN) to TRI 44 480 Account receivable owed by TRI to PRSM (VRN) (15 359) Net amount owed by PRSM (VRN) to TRI and reflected in borrowings 29 121 The amended condensed consolidated statements of financial position are set out below: Statement of financial position as at 31 December Reviewed and published Restated for the twelve months for the twelve months ended 31 December 2013 ended 31 December 2013 R’000 R’000 Assets Non-current assets 759 127 759 127 Property, plant and equipment 318 301 318 301 Goodwill 418 679 418 679 Deferred tax asset 22 147 22 147 Current assets 256 732 272 090 Inventories 69 689 69 689 Trade and other receivables N 147 828 163 186 Taxation 3 510 3 510 Cash and cash equivalents 35 705 35 705 Total assets 1 015 859 1 031 217 Reviewed and published Restated for the twelve months for the twelve months ended 31 December 2013 ended 31 December 2013 R’000 R’000 Equity and liabilities Capital and reserves 454 051 454 051 Stated capital 976 114 976 114 Revaluation reserve 4 638 4 638 Cash flow hedge reserve (65 579) (65 579) Accumulated loss (523 273) (523 273) Non-controlling interest 62 151 62 151 Liabilities Non-current liabilities 277 297 277 297 Redeemable preference share capital 18 361 18 361 Derivative financial liabilities 92 554 92 554 Borrowings 111 650 111 650 Lease straightlining accrual 14 580 14 580 Deferred tax liability 40 152 40 152 Current liabilities 284 511 299 869 Taxation 6 836 6 836 Trade and other payables 62 413 62 413 Redeemable preference share capital 15 000 15 000 Derivative financial liabilities 16 408 16 408 Borrowings N 183 854 199 212 Total equity and liabilities 1 015 859 1 031 217 30 June 2014 Sponsor Java Capital Date: 30/06/2014 09:26:00 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.