Reviewed Condensed Consolidated Interim Financial Statements
for the six months ended 31 March 2014

INDEPENDENT REPORTING ACCOUNTANTS’ REASONABLE ASSURANCE REPORT ON THE PRO FORMA FINANCIAL INFORMATION

The Directors
Tharisa plc
S. Pittokopitis Business Centre
17 Neophytou Nicolaides and Kilkis Streets
8011, Paphos
Cyprus

Report on the Compilation of Pro Forma Financial Information

We have completed our assurance engagement to report (“Report”) on the compilation of pro forma earnings and diluted earnings, headline and diluted headline earnings, net asset value and net tangible asset value per share of Tharisa plc (“Tharisa plc” or “the Company”), pro forma consolidated statement of financial position of Tharisa plc, the pro forma consolidated statement of profit or loss and other comprehensive income of Tharisa plc and the related notes, including a reconciliation showing all of the pro forma adjustments to the share capital, reserves and other equity items relating to Tharisa plc, (collectively “Pro forma Financial Information”). The Pro forma Financial Information is set out in the Pro forma condensed consolidated statement of Profit or loss and other comprehensive income Including notes.

The Pro forma Financial Information has been compiled by the directors of Tharisa plc to illustrate the impact of the listing of the Company’s shares on the Johannesburg Stock Exchange (“JSE”) and the issue of bonus shares to ordinary shareholders of Tharisa plc prior to the listing, the private placement, the conversion of the redeemable preference shares to ordinary shares, as well as the part settlement of the Class B Preference shares and Langa Trust loan in Tharisa Minerals (Pty) Ltd from the proceeds of the private placement (“Transaction”) on the Company’s consolidated financial position and changes in equity as at 31 March 2014 and the Company’s consolidated financial performance for the six months ended 31 March 2014.

As part of this process, the Company’s consolidated statement of comprehensive income and consolidated statement of financial position have been extracted by the directors from the Company’s interim condensed consolidated financial statements for the six months ended 31 March 2014 (“Published Financial Information”), on which a review report on the condensed interim consolidated financial statements has been published. In addition, the directors have calculated the earnings, diluted earnings, headline earnings and diluted headline earnings per share for the six months ended 31 March 2014, and also the net asset value and net tangible asset value per share as at 31 March 2014 based on financial information extracted from the Published Financial Information.

Directors’ Responsibility for the Pro forma Financial Information

The directors of Tharisa plc are responsible for compiling the Pro forma Financial Information on the basis of the applicable criteria as detailed in paragraphs 8.15 to 8.33 of the Listings Requirements of the JSE Limited and the SAICA Guide on Pro forma Financial Information, revised and issued in September 2012 (“Applicable Criteria”).

Reporting Accountants’ responsibility

Our responsibility is to express an opinion about whether the Pro forma Financial Information has been compiled, in all material respects, by the directors on the basis of the Applicable Criteria, based on our procedures performed.

We conducted our engagement in accordance with International Standard on Assurance Engagements (ISAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus, issued by the International Auditing and Assurance Standards Board. This standard requires that the reporting accountants’ comply with ethical requirements and plan and perform procedures to obtain reasonable assurance about whether the directors have compiled, in all material respects, the Pro forma Financial Information on the basis of the Applicable Criteria.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any Published Financial Information used in compiling the Pro forma Financial Information, nor have we, in the course of this engagement, performed an audit or review of the Published Financial Information used in compiling the Pro forma Financial Information.

The purpose of Pro forma Financial Information included in this report is solely to illustrate the impact of the Transaction on the unadjusted Published Financial Information as if the Transaction had been undertaken on 1 October 2013 for purposes of the pro forma earnings, diluted earnings, headline and diluted headline earnings per share and the pro forma consolidated statement of comprehensive income and on 31 March 2014 for purposes of the net asset value and net tangible asset value per share and consolidated statement of financial position. Accordingly, we do not provide any assurance that the actual outcome of the Transaction, subsequent to its implementation, will be as presented in the Pro forma Financial Information.

A reasonable assurance engagement to report on whether the Pro forma Financial Information has been properly compiled, in all material respects, on the basis of the Applicable Criteria involves performing procedures to assess whether the Applicable Criteria used by the directors in the compilation of the Pro forma Financial Information provide a reasonable basis for presenting the significant effects directly attributable to the Transaction and to obtain sufficient appropriate evidence about whether:

The related Pro forma adjustments give appropriate effect to the Applicable Criteria; and
The Pro forma Financial Information reflects the proper application of those pro forma adjustments to the unadjusted Published Financial Information.

The procedures selected depend on the reporting accountant’s judgement, having regard to the reporting accountant’s understanding of the nature of the Company, the Transaction in respect of which the Pro forma Financial Information has been compiled and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the Pro forma Financial Information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the Pro forma Financial Information has been compiled, in all material respects, on the basis of the Applicable Criteria.

Yours faithfully

KPMG Inc.
Per Shaun van den Boogaard
Chartered Accountant (SA)
Director

11 June 2014