QUARTERLY REPORT TO MEMBERS 2nd Quarter 2011

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1 QUARTERLY REPORT TO MEMBERS 2nd Quarter 211 This is your first-quarter report for the year 211 on the Media24 Retirement Fund and its performance. We have shown the performance of the Media24 portfolios as well as the performances of the underlying assets and managers. HOW YOUR PORTFOLIOS ARE STRUCTURED 1. Portfolio For the fund member who wants the highest long-term return and who is tolerant of high fluctuations and potential negative returns even over periods of more than 2 years. 2. Portfolio For the fund member with a medium-term time horizon of 1 years or less and who wants a sound long-term return, but does not want very high fluctuations and potential negative returns over periods exceeding 2 years. 3. Portfolio For the fund member with a short-term horizon, say 5 years or less to retirement, who does not want a pure cash portfolio but requires some exposure to the share market. 4. Cash Portfolio For the fund member with a short-term horizon, say 3 years or less to retirement, who wants the most secure cash return providing total security of capital. 5. Inflation-linked Bonds For the fund member with a short-term horizon, say 5 years or less to retirement, who does not want a pure cash portfolio but wants portfolio growth to be closely linked to the inflation rate e.g. because the member wishes to purchase an inflation-linked pension at retirement. % Shares Name Asset Allocation ages Local shares International Local Bonds Local inflationlinked Bonds Local cash Members may either select or structure their own investment portfolios from the range of investment portfolios provided above, or choose to have their retirement fund monies allocated according to the default life-stage investment model. (See your risk exposure to the market for this portfolio on page 5, which also explains how the default portfolio works.) The trustees of the Fund strongly recommend that you consult your financial advisor before switching investment portfolios. HOW YOUR PORTFOLIOS HAVE PERFORMED PORTFOLIO PERFORMANCE FROM INCEPTION 1/12/2 TO THREE YEARS 1/7/28 TO ONE YEAR 1/7/21 TO LAST QUARTER 1/4/211 TO 1 yrs 7 months (p.a.) 36 months (p.a.) 12 months 3 months 15.2% 1.4% 14.1%.4% 12.1% 1.1% 12.3% 1.3% 9.% 8.9% 9.5% 2.% 8.2% 8.7% 6.3% 1.4% 5.9% 5.3% 4.9% 1.1%

2 CUMULATIVE PERFORMANCE SINCE INCEPTION OF 1 DECEMBER 2 TO 3 JUNE /11 CUMULATIVE PERFORMANCE FOR THE LAST 36 MONTHS TO 3 JUNE /8 1/8 1/9 4/9 7/9 1/9 1/1 4/1 7/1 1/1 1/11 4/11 7/11

3 CUMULATIVE PERFORMANCE FOR THE LAST 12 MONTHS TO 3 JUNE Jul/1 Aug/1 Sep/1 Oct/1 Nov/1 Dec/1 Jan/11 Feb/11 Mar/11 Apr/11 May/11 Jun/11 Jul/11 Note: The performances shown above are the net returns credited to members fund credits, after taking into account retirement fund tax and investment managers fees. If you compare the pension fund performance with asset manager surveys published in newspapers, please note that the figures in the surveys reflect performance before tax and investment managers fees. FUND MANAGERS PERFORMANCE The Fund selects registered portfolio managers to manage the underlying asset classes in which the Fund invests from time to time. Each manager has strict mandates and performance targets that are monitored regularly by the Investment Committee and the trustees, with the assistance of the appointed asset consultants. The table below shows the cumulative underlying performance for each asset class and each manager. The performances shown are the gross returns (before tax and investment managers fees). Asset class Shares Bonds Cash International Manager Date appointed Last three years Last year Last quarter Allan Gray 1/1/ % 18.2% -.4% Coronation 1/2/ % 27.3%.5% Investec 1/12/2 18.1% 22.3% -.7% Old Mutual 1/12/2 14.3% 12.4% 4.1% Prescient 1/6/ % 3.5% Coronation 1/8/ % Old Mutual Inflation Linked 1/3/ % Investec 1/12/2 9.% 6.7% 1.5% Sanlam 1/12/2 8.8% 6.6% 1.5% Allan Gray 1/1/22-1.1% -1.% -.5% Investec 1/2/27-2.4% 7.3% 1.% TOP TEN DOMESTIC SHAREHOLDINGS 1 SASOL 9.7% 2 MTN 7.2% 3 SABMILLER 7.2% 4 STANDARD BANK 4.9% 5 REMGRO 4.5% 6 ANGLOGOLD ASHANTI 4.1% 7 REINET INVESTMENTS 3.9% 8 BRITISH AM TOBACCO 2.8% 9 SUN INTERNATIONAL LTD 2.6% 1 IMPALA PLATINUM 2.4% TOTAL 49.3%

4 PERFORMANCE MONITORING For each asset class the managers have been given a targeted return to beat, which is called their benchmark. The detailed benchmarks are shown below. Performance is compared with the benchmark over three-year rolling periods. SA Shares SA Bonds SA Cash Offshore Investments FTSE/JSE Free Float Index (ALSI) + 2% per annum BEASSA All Bond Index (ALBI) + 1% per annum STeFI Composite Index 65% Morgan Stanley Capital International Index All Country World Share Index, 35% JP Morgan Global Government Bond Index (World Bond Index) + 1.5% Usually the managers portfolios will be very similar to the composition of the JSE index but with a tilt to preferred sectors or shares in an effort to exceed the target return. This tilt is referred to as being underweight or overweight to the sector s normal proportion of the JSE index. It is important to note that the investment manager has not been instructed to make a positive return but to beat the benchmark. By beating the benchmarks over time, the combination of the diverse asset classes of the Fund is expected to result in superior performance. PORTFOLIO MANAGERS COMMENTS ON THE SHARE PORTFOLIOS AND THE SHARE MARKETS Note that the managers comments have been simplified and edited by the editor. ALLAN GRAY LOCAL Performance The All Share Index had a poor second quarter, returning -.6%. This brought the year-to-date return to.5%. Your portfolio returned -.4% for the quarter. Outlook During the last three months there has been a slowdown in global economic activity. For the past six months South Africa has grown at a rate of 4.6%. The growth is restricted by a lack of private sector investment. South African inflation has been cushioned by a strong rand. Strategy We have taken some profits in large portfolio holdings such as Sasol and Harmony. We have started to find opportunities in other resources stocks, such as Impala Platinum. We have increased the exposure to life insurers and banks due to price weaknesses. CORONATION LOCAL Performance Your portfolio returned.5% for the quarter. Outlook News surrounding the global economy has been mostly negative over the past quarter. Economic data in South Africa remains mixed. We are concerned about higher inflation and the overvaluation of the rand. Strategy Approximately 59% of the portfolio is invested in shares with offshore earnings, which will profit if the rand weakens. INVESTEC LOCAL Performance Your portfolio returned -.7% for the quarter. Outlook The recent run-up in share prices has increased our level of caution. We remain concerned about the general expectations for further share price improvements. Strategy Your portfolio contains shares that are undervalued or which we expect will do well even in poor economic conditions. We have a meaningful position in gold (including gold equities). ALLAN GRAY INTERNATIONAL Performance Your portfolio returned -.5% for the quarter. Outlook Forecasting industry cycles with any certainty is nearly impossible. As a result, we focus on shares that are positioned to deliver long-term returns regardless of the economic or market environment. Strategy In the USA we are invested in companies that are well positioned to maintain or increase profitability. Japanese shares are a big portion of the portfolio. Despite the doom and gloom about the Japanese share market we believe these shares offer long-term value. INVESTEC INTERNATIONAL Performance The portfolio returned 1% for the quarter. Outlook The performance of shares in the first half of 211 has been duller than we expected. We are sticking with our forecasts of high-teens returns from global shares for the year as a whole. Strategy The portfolio is 2.7% overweight in shares and 8.9% underweight in bonds; 3.9% was invested in alternative investments and 2.3% in cash.

5 YOUR RISK EXPOSURE TO THE MARKET For those members who have opted not to advise the Fund of their chosen portfolio(s), the Fund s default option (life-stage model) will apply and is also illustrated in the table below. The life-stage model considers the amount of risk that is appropriate for you, based on the period to your normal retirement age. The shorter the period, the bigger the risk. So it assumes that the closer you are to your normal retirement age, the more conservatively your money should be invested. This assumption may not be appropriate if, for example, you plan to take a living annuity at retirement or you have substantial other assets outside the Fund. The life-stage model also assumes an average appetite for risk. If you are more risk averse the model may not be appropriate for you. Finally, the model assumes that you will retire at your normal retirement age. If you plan to retire earlier or later the model may again not be appropriate. Members should consider taking financial advice from a licensed financial services provider if they feel that the life-stage model does not cater for their financial position and needs. If you are planning to switch investment portfolios, the table below showing the default option (life-stage model) will help you determine your risk exposure. Phasing from to Portfolio Fund s default option Years to your normal retirement age % % % More than 8 years 1 More than 7 but less than or equal to 8 years More than 6 but less than or equal to 7 years 5 5 More than 5 but less than or equal to 6 years More than 4 but less than or equal to 5 years 1 More than 3 but less than or equal to 4 years More than 2 but less than or equal to 3 years 5 5 More than 1 but less than or equal to 2 years Less than or equal to 1 year 1 IMPORTANT TO NOTE: Portfolio switching Remember to discuss the implications of switching portfolios with your financial advisor. All switching instructions (switching form) are to be faxed directly to Alexander Forbes on The switch will be processed within 5 working days excluding weekends and public holidays of the date of receipt of your instruction. You will receive a switch and/or an election confirmation certificate confirming that your change was implemented. If you do not receive a certificate, please contact Alexander Forbes on or contact the Fund. You are allowed one free switch per calendar year. Any subsequent switch instructions will incur a switch fee of R25, (plus VAT), which will be deducted from your fund credit. Contact details for the Fund Contact persons: Retirement Management Services Telephone: Christel Schoeman 17th Floor, Naspers Centre Fax: Lynn van der Merwe (principal officer) 4 Heerengracht, Cape Town, 81