ITALTILE LIMITED - RENEWAL OF CAUTIONARY ANNOUNCEMENTS

RENEWAL OF CAUTIONARY ANNOUNCEMENTS

Italtile Limited
Share code: ITE   ISIN: ZAE000099123
Reg. no.: 1955/000558/06
Incorporated in the Republic of South Africa
("Italtile")

Ceramic Industries Limited
Share code: CRM   ISIN: ZAE000008538
Reg. no.: 1982/008520/06
Incorporated in the Republic of South Africa
("Ceramic")

RENEWAL OF CAUTIONARY ANNOUNCEMENTS

1.   Introduction and background

Italtile and Ceramic shareholders (“Shareholders”) are
referred to the cautionary announcements published on the
Securities Exchange News Service of the JSE Limited (“JSE”) on
Monday, 28 May 2012 and Friday, 29 June 2012 in which they
were advised that Italtile had expressed an interest in making
an offer, subject to certain conditions precedent, to Ceramic
shareholders other than Rallen (Pty) Limited (“Rallen”) to
acquire between 15% and 20% of the issued share capital of
Ceramic for a cash consideration of R130 per Ceramic share.
Rallen is the majority shareholder of both Italtile and
Ceramic.

Ceramic shareholders were further advised that, should
Italtile succeed, this would lead to a proposal to delist
Ceramic from the exchange operated by the JSE and that, in
terms of the Listings Requirements of the JSE, Italtile had
procured an undertaking from Rallen to join with Italtile in
making an offer to all other Ceramic shareholders (“Proposed
Offer”) to facilitate the potential delisting of Ceramic. In
terms of the Proposed Offer, Italtile will acquire between 15%
and 20% of the issued share capital of Ceramic and, to the
extent that acceptances are in excess of 20% of the issued
share capital of Ceramic, then Rallen will acquire such
excess.
2.       Progress on pre-conditions

Shareholders are advised that the Italtile board of directors
and a committee of Ceramic directors independent of Italtile
and Rallen (“Independent Directors”) are in the process of
finalising the documents and amendments to trust deeds and
agreements that are required to satisfy Italtile’s pre-
conditions to making the Proposed Offer, being:

     •   a written undertaking from Ceramic regarding the supply
         of its products to Italtile;
     •   the amendment of Ceramic’s three share incentive schemes
         so as to ensure the continued retention of the management
         of Ceramic following the implementation of the Offer; and
     •   the execution of agreements between Ceramic and its black
         economic empowerment partners to satisfactorily deal with
         the delisting of Ceramic.

In anticipation of the receipt of a formal offer from Italtile
and Rallen, the Independent Directors have also appointed
Nodus Capital (Pty) Limited to provide a fair and reasonable
opinion (“Opinion”) in regard to such an offer as required in
terms of Parts B and C of Chapter 5 of the Companies Act, No.
71 of 2008, as amended, the Takeover Regulations and the JSE
Listings Requirements, and to make appropriate recommendations
to the Independent Board for the benefit of Ceramic
shareholders. The independent advisor will finalise its
Opinion once it has received the notice of a firm intention to
make the offer.

3.       Renewal of cautionary announcements

Shareholders of Italtile and Ceramic are advised to continue
to exercise caution when dealing in their respective Italtile
and Ceramic securities until an announcement reflecting the
terms of the offer is published.

Johannesburg
31 July 2012

Sponsor to Italtile: KPMG Services (Pty) Limited
Legal advisor to Italtile: Webber Wentzel
Sponsor to Ceramic: One Capital
Legal advisor to Ceramic: Edward Nathan Sonnenbergs
Independent Advisor to Ceramic: Nodus Capital (Pty) Limited

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