Update on the Fulfilment of the Conditions Precedent ITALTILE LIMITED (Incorporated in the Republic of South Africa) Registration number: 1955/000558/06 Share code: ITE ISIN: ZAE000099123 (“Italtile” or “the Group”) Update on the fulfilment of the Conditions Precedent Italtile shareholders are referred to the "Binding Offer to Acquire Shares in Ceramic, Rights Offer Declaration and Withdrawal of Cautionary Announcement" released on SENS on 20 July 2016 ("the July Announcement"). Terms defined therein shall, unless otherwise stated, bear the same meaning in this announcement. Italtile shareholders are advised that, at the Ceramic Scheme Meeting held on 19 August 2016, the Scheme Special Resolution was unanimously approved by Ceramic shareholders entitled to vote on the Ceramic Scheme. The Conditions Precedent contained in paragraphs 2.3.1 and 2.3.2 of the July Announcement and as set out below have accordingly been fulfilled: the Ceramic shareholders passing the Scheme Special Resolution and (i) to the extent required in terms of section 115(3) of the Companies Act, the implementation of such Scheme Special Resolution having been approved by the court and (ii) if applicable, Ceramic not electing to treat the Scheme Special Resolution as a nullity in terms of section 115(5)(b) of the Companies Act; if the Scheme Special Resolution has been passed at the Ceramic Scheme Meeting by the requisite majority of Ceramic shareholders entitled to vote on the Ceramic Scheme and any person who voted against the Scheme Special Resolution applies to court after the vote for a review of the Ceramic Scheme in accordance with the requirements of section 115(3)(b) of the Companies Act, (i) no leave having been granted by the court to such person to apply to court for a review of the Ceramic Scheme in accordance with the requirements of section 115(7) of the Companies Act or (ii) if leave is granted by the court to apply to court for a review of the Ceramic Scheme in accordance with the requirements of section 115(6) of the Companies Act, the court not setting aside the Scheme Special Resolution in terms of section 115(7) of the Companies Act; not more than 5% of Ceramic Shares held by Scheme Participants voting at the Ceramic Scheme Meeting, exercising their rights of appraisal in terms of and within the time period prescribed in section 164 of the Companies Act. The implementation of the Acquisition remains subject to the fulfilment (or waiver, where applicable) of all of the other Conditions Precedent contained in the July Announcement. Johannesburg 19 August 2016 Sponsor Merchantec Capital Legal Advisor to Italtile Hogan Lovells (SA) Inc. Corporate and Legal Advisor to Ceramic Prinsloo, Tindle and Andropoulos Inc. Corporate and Legal Advisor to Rallen Rabin & Associates Proprietary Limited Date: 19/08/2016 04:34:00 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.