Update on Claw-Back Offer, Conclusion of Addendum to Underwriting Agreement and Posting of Revised 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”) UPDATE ON CLAW-BACK OFFER, CONCLUSION OF ADDENDUM TO THE UNDERWRITING AGREEMENT AND POSTING OF REVISED CIRCULAR RELATING TO SECTION 41(3) SHAREHODLERS APPROVAL 1. INTRODUCTION 1.1. Shareholders are referred to the announcement released on SENS on 19 February 2014 pertaining to a claw-back offer (“the Claw-Back Offer”), the conclusion of the Underwriting Agreement and the posting of a circular relating to section 41(3) shareholder approval (“the Section 41(3) Circular”) (“the Initial Announcement”). 1.2. Shareholders are advised that subsequent to the Initial Announcement and posting of the Section 41(3) Circular, the Company made a decision to increase the capital to be raised through the Claw-Back Offer from R120 000 000 to R150 000 000 (“the Revised Claw-Back Offer”), due to the Company’s increased working capital requirements as a result of faster than expected growth in the HDPE pipe manufacturing division, Rare Plastics. 2. CLAW-BACK OFFER In pursuance of the Revised Claw-Back Offer the Company will now offer 25 000 000 shares (“the Claw-Back Shares”) at the previously determined subscription price of R6.00 per Claw-Back Share, in the ratio of 1.39762 Claw-Back Shares for every 1 ordinary RARE share held at the close of trade on the applicable record date to be determined. 3. ADDENDUM TO UNDERWRITING AGREEMENT 3.1 The Underwriting Agreement was amended by way of an addendum concluded between, inter alia, RARE and Doculate Investments Proprietary Limited (“Doculate” or “the Underwriter”) on 18 March 2014 (“Addendum”). 3.2 In terms of the Addendum, the Underwriter will still fully underwrite the Revised Claw-Back Offer and the Claw-Back Shares may still be clawed back by shareholders from Doculate in terms of the Revised Claw-Back Offer. 3.3 The Underwriting Agreement, including the Addendum thereto, remains subject to standard conditions precedent applicable to agreements of this nature. 4. POSTING OF REVISED CIRCULAR RELATING TO SECTION 41(3) SHAREHOLDER APPROVAL 4.1 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. 4.2 As more than 30% of the Company’s issued share capital will be issued to Doculate in terms of the Addendum (as part of the Revised Claw-Back Offer), the approval of RARE shareholders by way of a special resolution is required. 4.3 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 Revised Claw- Back Offer (“Revised Section 41(3) Circular”). 4.4 The Revised Section 41(3) Circular will be posted to shareholders on or about Monday, 24 March 2014. 5. Further information A further announcement regarding the full terms of the Revised Claw-Back Offer will be made in due course. Johannesburg 19 March 2014 Transaction Advisor and Designated Advisor: PSG Capital Proprietary Limited Date: 19/03/2014 05:03:00 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.