Claw-Back Offer, Conclusion of Underwriting and Subscription Agreement and Posting of Circular RARE HOLDINGS LIMITED (Incorporated in the Republic of South Africa) Registration Number: 2002/025247/06 Share Code: RAR ISIN: ZAE000180626 ("the Company" or "RARE") CLAW-BACK OFFER, CONCLUSION OF UNDERWRITING AND SUBSCRIPTION AGREEMENT AND POSTING OF CIRCULAR RELATING TO SECTION 41(3) SHAREHOLDER APPROVAL 1. CLAW-BACK OFFER Shareholders are advised that the Company intends to pursue a fully underwritten claw-back offer (“the Claw-Back Offer”) to raise up to R120 000 000 in order to settle the majority of its current debts and to enhance the Company’s future interest savings and profitability. In terms of the Claw-Back Offer the Company will offer 20 000 000 shares (“Claw-Back Shares”), at a subscription price of R6.00 per share, in the ratio of 1.11810 Claw-Back Shares for every 1 ordinary RARE share held at the close of trade on the applicable record date to be determined. 2. UNDERWRITING AND SUBSCRIPTION AGREEMENT 2.1. In pursuance of the Claw-Back Offer, the Company entered into an underwriting and subscription agreement with Doculate Investments Proprietary Limited (“Doculate”) on 18 February 2014 in terms of which (i) the Company will issue the Claw- Back Shares and (ii) Doculate will fully underwrite the Claw- Back Offer (“Underwriting Agreement”). Accordingly, the Claw- Back Shares may be clawed back by shareholders from Doculate in terms of the Claw-Back Offer. 2.2. The Underwriting Agreement is subject to standard conditions precedent applicable to agreements of this nature. 3. POSTING OF CIRCULAR RELATING TO SECTION 41(3) SHAREHOLDER APPROVAL 3.1. In terms section 41(3) of the Companies Act, No. 71 of 2008, as amended (“the Companies Act”), an issue of shares in a transaction, or a series of integrated transactions, requires approval of the shareholders by special resolution if the voting power of the class of shares that are issued or issuable as a result of the transaction or series of integrated transactions will be equal to or exceed 30% of the voting power of all the shares of that class held by shareholders immediately before the transaction or series of transactions. 3.2. As more than 30% of the Company’s issued share capital will be issued to Doculate in terms of the Underwriting Agreement (as part of the Claw-Back Offer), the approval of RARE shareholders by way of a special resolution is required. 3.3. The board of directors of the Company has, accordingly, proposed a special resolution, to be circulated and voted on in writing, in terms of section 60 of the Companies Act, in order to obtain the requisite shareholder approval necessary to enable it to successfully pursue the Claw-Back Offer (“Section 41(3) Circular”). 3.4. The Section 41(3) Circular has been posted to RARE shareholders today. 4. Further information A further announcement regarding the full terms of the Claw-Back Offer will be made in due course. Johannesburg 19 February 2014 Transaction Advisor and Designated Advisor: PSG Capital Proprietary Limited Date: 19/02/2014 04:18:00 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.