Explanatory and Further Cautionary Announcement Litha Healthcare Group limited (Incorporated in the Republic of South Africa) (Registration number 2006/006371/06) JSE code: LHG ISIN: ZAE000144671 (“Litha” or “the Company”) EXPLANATORY AND FURTHER CAUTIONARY ANNOUNCEMENT 1. INTRODUCTION Litha shareholders (“Shareholders”) are referred to the cautionary announcement published on SENS on 1 October 2012 and the further cautionary announcement published on SENS on 5 November 2012. 2. PROPOSED BLACK ECONOMIC EMPOWERMENT TRANSACTION Shareholders are advised that the Company has entered into and remains engaged in negotiations with a selected black economic empowerment (“BEE”) party (“Selected BEE Party”) with a view to secure a subscription for ordinary shares in the Company by the Selected BEE party on terms and conditions to be agreed upon (“Proposed Transaction”). The Proposed Transaction is congruent with the Company’s stated BEE strategy. 3. EXCLUSIVITY AGREEMENT AND CONSENTS REQUIRED Litha granted exclusivity to the Selected BEE Party in respect of the Proposed Transaction, which exclusivity shall expire on 31 March 2013, in the event that the Parties have not implemented the Proposed Transaction by this date. Litha and the Selected BEE Party (collectively “the Parties”) have done extensive work to date, as is customary for a transaction of this nature, with a view to progress the Proposed Transaction, however, the Proposed Transaction remains subject to the Parties reaching agreement on various commercial and other aspects pertaining thereto. In the event that the Parties reach agreement on the terms and conditions of the Proposed Transaction, such agreement will be subject to, inter alia, approval by Shareholders in accordance with the relevant regulatory and statutory requirements. 4. FURTHER CAUTIONARY ANNOUNCEMENT The Proposed Transaction, if concluded and implemented, may have a material effect on the price of the Company’s securities. Accordingly, Shareholders are advised to continue exercising caution when dealing in the Company’s securities until a detailed announcement or a withdrawal of cautionary announcement is published. Midrand 18 December 2012 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 18/12/2012 09:36:00 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.