Shareholders are referred to the Claw-back Offer Circular dated 13 July 2012 ("the Waiver Circular") detailing:

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1 RARE HOLDINGS LIMITED (Incorporated in the Republic of South Africa) Registration Number: 2002/025247/06 Share Code: RAR ISIN: ZAE ("the Company" or "RARE") RESULTS OF THE GENERAL MEETING, WAIVER OF REQUIREMENT TO MAKE A MANDATORY OFFER AND DECLARATION ANNOUNCEMENT IN RESPECT OF THE PROPOSED CLAW-BACK OFFER 1. RESULTS OF GENERAL MEETING Shareholders are referred to the Claw-back Offer Circular dated 13 July 2012 ("the Waiver Circular") detailing: 1.1 the waiver of any requirement that Mr Thembinkosi Siyolo ("Siyolo") and/or Doculate Investments (Pty) Limited ("Doculate"), the latter being wholly-owned nominee company of Siyolo, to extend a mandatory offer to minority shareholders in terms of the section 123 of the Companies Act 71 of 2008 ( the Companies Act ), as amended, as a result of the implementation of a Proposed Claw-back Offer as detailed in paragraph 3 below; 1.2 the granting of an authority to the directors of the Company in terms of section 41(3) of the Companies Act, to allot and issue authorised, but unissued ordinary shares with a no par value in the share capital of the Company, being more will constitute more than 30% of the total voting rights, to Siyolo and/or Doculate at a subscription price of 8 cents per share to be settled by way of the cession of loans as follows: R (sixty million Rand) being a portion of the claims Mayfair holds against Rare Group Proprietary Limited; and R (forty million Rand) being a portion of the claims Mayfair holds against Rare Capital Proprietary Limited; and 1.3 Granting the directors and company secretary the authority to do all such things necessary and sign all documents required to implement the Claw-Back offer as detailed in paragraph 3 below. At a general meeting of RARE shareholders held on Friday, 17 August 2012, all the resolutions relating to implementation of the aforementioned were passed by the requisite majority of shareholders present and voting, in person or by proxy. 2. TRP RULING ON THE WAIVER OF THE REQUIREMENT TO MAKE A MANDATORY OFFER Shareholders are advised that the Takeover Regulation Panel ( the TRP ) has granted a ruling to waive the requirement for a mandatory offer by Siyolo and/or Doculate as provided for in terms of section 123 of the Companies Act ( the Ruling );

2 The reasons for granting the Ruling are available from the TRP on request. Any interested party who wishes to lodge an appeal against the Ruling shall have 3 business days from the date of this announcement (i.e. until 17h00 on Thursday, 5 May 2011) to do so. Such an appeal must be made in writing and addressed to the "Executive Director, Takeover Regulation Panel" at either of the following addresses: Physical: Sunnyside Office Park, First Floor, Building B, 32 Princess of Wales Terrace (off St. Andrews Road), Parktown, Johannesburg, 2193; or Postal: PO Box 91833, Auckland Park, Parktown, 2006; or Facsimile: INTRODUCTION TO THE CLAW-BACK OFFER 3.1 Shareholders are referred to the announcements on SENS dated 25 June 2012 and 31 May 2012 in terms of which shareholders were advised that the Company will pursue a capital raising by way of a proposed Claw-back Offer ( the Claw-back Offer ) in order to recapitalise the Company. 3.2 The Company has entered into a subscription agreement with Siyolo and Doculate in pursuance of the Claw-Back Offer ("the Subscription Agreement"). 3.3 Shareholders are advised that the Company will be proposing a Claw-back Offer of new ordinary shares ( Claw-back shares ) to RARE shareholders recorded in the register at the close of business on the initial record date (as detailed in paragraph 3 below) at a subscription price of 12 cents per Claw-back share, in the ratio of Claw-back shares for every 100 RARE shares held. 3.4 The aforementioned subscription price represents a discount of approximately 31% to the 30 day volume weighted average share price of RARE as at 25 May 2012 (being the date the original subscription agreement was entered into). 3.5 The implementation of the Claw-back Offer is conditional upon the approval thereof by the JSE Limited ( the JSE ). 3.6 The Claw-back Offer will not include the right for shareholders to apply for excess shares. 4. SALIENT DATES AND TIMES The salient dates and times of the Claw-back Offer are as follows: 2012 General meeting approving the waiver of the Mandatory Offer at 10:00 (as per circular to Shareholders dated 13 July 2012) Friday, 17 August

3 Declaration announcement released on SENS Finalisation announcement released on SENS Last day to trade in RARE Shares in order to qualify to participate in the Claw-back Offer (cum Entitlement) on Listing of Letters of Allocation on the JSE under the JSE code RARN and ISIN ZAE at commencement of trading on RARE Shares commence trading ex-clawback Entitlement on the JSE at commencement of trading on Listing of Claw-back Shares Issue of Claw-back Shares to Subscriber Record Date for participation in the Claw-back Offer at the close of trade on Claw-back Offer Circular and Form of Instruction posted to Shareholders, where applicable Claw-back Offer opens at commencement of trading on Dematerialised Shareholders accounts at their CSDP or broker automatically credited with their Entitlement Certificated Shareholders Entitlements will be credited to an account held with the Transfer Secretaries Last day to trade in Letters of Allocation on the JSE on Trade in Claw-back Offer Shares commences Claw-back Offer closes payments to be made and Form of Instruction in respect of Letters of Allocation lodged by Certificated Shareholders by 12:00 (see note 5) on Friday, 17 August Friday, 24 August Friday, 31 August Friday, 7 September Monday,10 September Monday, 10 September Monday, 10 September Monday, 10 September Thursday,20 September Friday, 21 September Friday, 28 September Record Date for Letters of Allocation Friday, 28 September Dematerialised Shareholders accounts updated with Claw-back Shares to the extent accepted and debited with the relevant costs by their CSDP or broker and new RARE Share certificates posted to Certificated Shareholders (see note 5) on Monday, 1 October Results of Claw-back Offer announcement Monday, 1 October released on SENS on or about Notes: 1. Dematerialised Shareholders are required to notify their duly appointed CSDP or broker of their acceptance or otherwise of the Claw-back Offer in the manner and time stipulated in the agreement governing the relationship

4 between such Shareholder and their CSDP or broker. 2. All times indicated are South African times unless otherwise stated. 3. Share certificates may not be dematerialised or rematerialised between 2012 and Friday, 7 September 2012, both days inclusive. 4. The CSDP/broker accounts of Dematerialised Shareholders will be automatically credited with new RARE Shares to the extent to which they have accepted the Claw-back Offer. RARE Share certificates will be posted, by registered post at the Shareholders risk, to Certificated Shareholders in respect of the Claw-back Offer Shares which have been accepted. 5. CSDPs or brokers effect payment in respect of Dematerialised Shareholders on a delivery versus payment method. 5. PRO FORMA FINANCIAL EFFECTS OF THE CLAW-BACK OFFER 5.1 The pro forma financial effects of the Claw-back Offer on RARE are based on the unaudited results for the 6 months ended 31 December 2011, the preparation of which is the responsibility of the directors. 5.2 The pro forma financial information should be read in conjunction with the independent reporting accountant s report thereon as set out in Annexure 2 to the Claw-back Offer Circular (as defined in paragraph 6 below). 5.3 The unaudited pro forma financial information has been prepared for illustrative purposes only to provide information as to how the RARE Claw-back Offer might have impacted on the financial position and results of RARE assuming that the Claw-back Offer had been implemented on 31 December 2011 for purposes of the statement of financial position and on 1 July 2011 for purposes of the statement of comprehensive income. 5.4 The unaudited pro forma financial information has been presented for illustrative purposes only and, because of its nature, may not give a fair reflection of RARE s financial position and results after the RARE Claw-back Offer. Loss per ordinary Share (cents) Diluted loss per ordinary Share (cents) Before - Unaudited 6 months ended 31 Dec 2011 R After - Unaudited 6 months ended 31 Dec 2011 R % Change % %

5 Headline loss per Share from continuing operations (cents) Headline loss per Share from discontinued operations (cents) Net asset value per Share (cents) Net tangible asset value per Share (cents) Number of ordinary Shares in issue ( 000) Weighted average number of ordinary Shares in issue ( 000) % % % % % % Notes: 1.Extracted from the unaudited abridged results of RARE Holdings for the 6 months ended 31 December Basic earnings per Share and diluted earnings per Share are based on the following assumptions: - The interest rate on the R60 million used was the prime overdraft lending rate per annum where as the interest rate used on the remaining R40 million was at 20% per annum; - A tax rate of 28 % was applied. 3. Weighted average number of Shares, being Shares, was computed as if the issue was effected on 1 July The following transaction costs have been taken into account in the calculation of the financial effect: R 000 PSG Capital Designated Advisor 450 Greenwoods Chartered Accountants Reporting Accountants 25 JSE Documentation inspection fees 21 JSE Listing fees 62 Doculate Underwriting fee Greymatter Printing costs 58 Total Net asset value per Share and net tangible value per Share based on the assumption that the proceeds of R100 million was received. 6. For the purpose of calculating the net tangible asset value per Share, intangible assets were excluded. 7. The interest saving as a result of the capital raising is considered to be of a continuing nature. The effect of transaction costs as detailed in note 4 will not be of a continuing nature. 8. No taxation was provided on the interest saving as the relevant entity s assessed loss exceeds the interest saving.

6 6. DOCUMENTATION A circular containing full detail of the Claw-back Offer will be posted to shareholders on 10 September 2012 ( the Claw-back Offer Circular ). 7. DISCLOSURE OF POTENTIAL DIRECTORS DEALINGS Shareholders are advised that the Company is currently in a closed period, as defined by the Listing Requirements of the JSE Limited, effective 1 July 2012 by entering into their yearend reporting period. Shareholders are advised that certain of the directors and/or their associates may or may not follow their rights under the Claw-back Offer. These directors and their associates are permitted to follow their rights under the Claw-back Offer, subject thereto that they do not trade in their letters of allocation. 8. JURISDICTION The distribution of the Claw-back Offer Circular and/or accompanying documents and/or the transfer of the new RARE shares and/or the rights to subscribe for new RARE shares in jurisdictions other than South Africa may be restricted by law and failure to comply with any of those restrictions may constitute a violation of the laws of any such jurisdiction in which it is illegal to make such a Claw-back Offer. In such circumstances, the Claw-back Offer Circular will not be addressed to such shareholders and the Claw-back Offer will be made only to qualifying shareholders. 9. SUBSCRIPTION AGREEMENT 9.1 In terms of the Subscription Agreement, Siyolo and/or Doculate will subscribe for new ordinary shares of no par value in the ordinary share capital of RARE at a subscription price of 8 cents per share for the total amount of R100 million. 9.2 The aforementioned subscription price represents, a discount of approximately 31% to the 30 day volume weighted average share price of RARE as at 25 May 2012 (being the date the original Subscription Agreement was entered into) 9.3 In expediting its duties as underwriter to the Claw-back Offer, Themba/Doculate will be entitled to an amount of R plus VAT being 1% of the total underwritten amount as consideration for agreeing to underwrite 100% of the Claw-back Offer. Johannesburg 17 August 2012 Designated Advisor: PSG Capital Proprietary Limited