The Firm Offer From The Sage Group Plc (“Sage”) (“Sage Firm Offer”) And Further Cautionary Announcement

cautionary announcement dated 1 August 2003, Brait Corporate Finance, a division of Brait South Africa Limited (“Brait”) is authorised to announce that:

1.1 the Securities Regulation Panel (“SRP”) has confirmed its view that the non-executive directors of the Softline board, being Messrs G B Rubenstein, C S dos Santos, E Ellerine, S R Maharaj, M A Golding and J A Copelyn or their alternates, are not conflicted and may participate in the deliberations of the Softline board regarding the Sage firm offer and any potential third-party offer in respect of the company and/or its undertaking, accordingly, the services of Messrs A Shapiro and L Vroom will no longer be required in this regard;

1.2 the consortium consisting of Exact Holding N.V. and Mr Ivan Ferrer (“the Exact/Ferrer Consortium”) has concluded the review of the information to which it is entitled in terms of the Securities Regulation Code on Takeovers and Mergers, which included interviews with such relevant management of Softline as it had requested;

1.3 despite requests by Softline to commit to a firm offer by 08:30 on Thursday, 7 August 2003, the Exact/Ferrer Consortium has not yet committed to a firm offer;

1.4 the non-executive directors of the Softline board met on Thursday, 7 August 2003, to consider the offers before them, and have resolved:

• that in the circumstances, it is in the best interests of the company and its shareholders to dispose of its undertaking on the most favourable terms possible;
• to accept the Sage firm offer, being the highest offer before Softline, and recommend that shareholders seriously consider voting in favour of it, subject to certain terms and conditions as published in the 1 August 2003 announcement, including:

– the passing by shareholders and, if applicable, the registration of all resolutions required to approve and implement the Sage firm offer in accordance with the requirements of the Companies Act, Act 61 of 1973, as amended;
– the entitlement of Softline to withdraw any acceptance of the Sage firm offer or any agreement resulting from the Sage firm offer, without penalty, in the event that a higher offer is received; and
– the completion or finalisation of the necessary disposal agreements.

In reaching this decision, the non-executive directors of the Softline board took account of the advice received from KPMG, in its capacity as independent advisor to the minority shareholders, that the proposed terms of the Sage firm offer, while reasonable (at a material premium to the average traded share price prior to the issue of the first cautionary announcement), may however not be fair to a long term investor. This is due to the fact that the consideration outlined in the Sage firm offer falls below (but not materially below) the value which the non-executive directors of the Softline board understand to be KPMG’s minimum fundamental value of the Softline group based on its independent valuation of the company (which valuation has been updated, in light of recent developments, since its opinion was contained in the 30 May 2003 announcement).

Further cautionary announcement
Softline shareholders are advised to continue to exercise caution when dealing in their Softline shares on the JSE Securities Exchange South Africa until a further announcement is made.

Johannesburg
8 August 2003

Corporate advisor
Brait

Legal advisor
Read Hope Phillips Attorneys

Sponsor
Brait Sponsors

Auditors and reporting accountants
Charles Orbach & Company

Independent advisor to minorities
KPMG

Further to the Sage firm offer and further cautionary announcement dated 1 August 2003, Brait Corporate Finance, a division of Brait South Africa Limited ("Brait") is authorised to announce that:

1.1 the Securities Regulation Panel ("SRP") has confirmed its view that the non-executive directors of the Softline board, being Messrs G B Rubenstein, C S dos Santos, E Ellerine, S R Maharaj, M A Golding and J A Copelyn or their alternates, are not conflicted and may participate in the deliberations of the Softline board regarding the Sage firm offer and any potential third-party offer in respect of the company and/or its undertaking, accordingly, the services of Messrs A Shapiro and L Vroom will no longer be required in this regard;

1.2 the consortium consisting of Exact Holding N.V. and Mr Ivan Ferrer ("the Exact/Ferrer Consortium") has concluded the review of the information to which it is entitled in terms of the Securities Regulation Code on Takeovers and Mergers, which included interviews with such relevant management of Softline as it had requested;

1.3 despite requests by Softline to commit to a firm offer by 08:30 on Thursday, 7 August 2003, the Exact/Ferrer Consortium has not yet committed to a firm offer;

1.4 the non-executive directors of the Softline board met on Thursday, 7 August 2003, to consider the offers before them, and have resolved:

· that in the circumstances, it is in the best interests of the company and its shareholders to dispose of its undertaking on the most favourable terms possible;

· to accept the Sage firm offer, being the highest offer before Softline, and recommend that shareholders seriously consider voting in favour of it, subject to certain terms and conditions as published in the 1 August 2003 announcement, including:

· the passing by shareholders and, if applicable, the registration of all resolutions required to approve and implement the Sage firm offer in accordance with the requirements of the Companies Act, Act 61 of 1973, as amended;

· the entitlement of Softline to withdraw any acceptance of the Sage firm offer or any agreement resulting from the Sage firm offer, without penalty, in the event that a higher offer is received; and

· the completion or finalisation of the necessary disposal agreements.

In reaching this decision, the non-executive directors of the Softline board took account of the advice received from KPMG, in its capacity as independent advisor to the minority shareholders, that the proposed terms of the Sage firm offer, while reasonable (at a material premium to the average traded share price prior to the issue of the first cautionary announcement), may however not be fair to a long term investor. This is due to the fact that the consideration outlined in the Sage firm offer falls below (but not materially below) the value which the non-executive directors of the Softline board understand to be KPMG?s minimum fundamental value of the Softline group based on its independent valuation of the company (which valuation has been updated, in light of recent developments, since its opinion was contained in the 30 May 2003 announcement).

Further cautionary announcement

Softline shareholders are advised to continue to exercise caution when dealing in their Softline shares on the JSE Securities Exchange South Africa until a further announcement is made.

Johannesburg

8 August 2003

Corporate advisor

Brait

Legal advisor

Read Hope Phillips Attorneys

Sponsor

Brait Sponsors

Auditors and reporting accountants

Charles Orbach & Company

Independent advisor to minorities

KPMG

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