Pro forma financial effects of proposed claw-back offer and withdrawal of cautionary announcement BEIGE HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 1997/006871/06) (“Beige” or “the Company”) ISIN Code: ZAE000034161 Share code: BEG PRO FORMA FINANCIAL EFFECTS OF PROPOSED CLAW-BACK OFFER AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT 1. INTRODUCTION Shareholders are referred to the announcement published on SENS on 2 July 2014, which announcement incorporated the salient terms of the proposed claw-back offer of R30 million and notice of the conclusion of a subscription agreement in terms of which The Lion Match Company (Pty) Ltd (“Lion Match”) will subscribe for the shares forming the subject of the claw-back offer. 2. PRO FORMA FINANCIAL EFFECTS OF THE CLAW-BACK OFFER The unaudited pro forma financial effects set out below have been prepared for illustrative purposes only in order to assist Beige shareholders in assessing the impact of the proposed claw-back offer on the reported financial information of Beige for the six months ended 31 December 2013, had the proposed Claw Back Offer occurred on 1 July 2013 for statement of comprehensive income purposes and on 31 December 2013 for statement of financial position purposes. The material assumptions on which the pro forma financial effects are based are set out in the notes following the table. The pro forma financial effects have been prepared in accordance with the Listings Requirements and the Guide on Pro Forma Financial Information issued by The South African Institute of Chartered Accountants and the recognition requirements of the International Financial Reporting Standards (“IFRS”). The accounting policies used to prepare these pro forma financial effects are consistent with those applied in the preparation of the financial statements for the six months ended 31 December 2013. The unaudited pro forma financial effects are the responsibility of Beige’s directors, have been prepared for illustrative purposes only and because of their nature may not fairly present the financial position, changes in equity, results of operations or cash flows of Beige after the Claw Back Offer. Unaudited six Pro Forma months adjustments ended 31 for the Pro Forma December Claw Back after the 2013 Offer Claw Back % (1) (3)-(6) Offer Change (Loss)/earnings per share (cents) -1.19 0.11 -0.68 43.14% Headline (loss)/earnings per share (cents) -1.19 0.11 -0.68 43.14% Net asset value per share (cents) 4.55 2.83 3.91 -14.03% Net tangible asset value per share (cents) 2.48 2.83 2.66 7.10% Weighted average shares in issue 1 544 197 1 000 000 2 544 197 64.76% Ordinary shares In issue 1 544 197 1 000 000 2 544 197 64.76% Notes and assumptions: 1. The "Before" column is extracted from the Beige Group`s unaudited, published results for the six months ended 31 December 2013. 2. For Statement of Financial Position purposes, it has been assumed that the transactions occurred on 31 December 2013. 3. The R30 million Beige Claw Back Offer is fully subscribed at 3 cents a share. 4. The proceeds of the Claw Back Offer will be utilised to settle the Lion Match loan facility. 5. Proceeds will result in saving of raising fees and interest expense provided at the current Lion Match loan terms. 6. 1 000 000 000 Beige shares to be issued at a Claw Back Offer price of 3 cents a share. 7. Transaction costs of R1 657 484 pre-tax assumed and treated as share issue expenses 8. Normal taxation calculated at the corporate rate of 28%. 3. SALIENT DATES The salient dates pertaining to the claw-back offer will be announced in due course. 4. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT Pursuant to the publication of these pro forma financial effects, caution is no longer required to be exercised by shareholders when dealing in their securities. Johannesburg 13 August 2014 Designated Advisor Arcay Moela Sponsors Proprietary Limited Date: 13/08/2014 05:42:00 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.