CULLINAN HOLDINGS LIMITED - SPECIFIC REPURCHASE OF SHARES

CULLINAN HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1901/001808/06)
("Cullinan" or "the company")
SPECIFIC REPURCHASE OF SHARES

At the time of the acquisition of the businesses of Thompsons Tours and Travel
in 1998 (full details of which were provided in a circular to shareholders of
Cullinan issued on 9 October 1998) shareholders were advised that  From 1 April
2000 to 30 March 2001 Cullinan has agreed to underpin the value of 50 million
results in Cullinan having to make up the difference between the market price
of the shares and 50 cents per share.

In view of the current market price of the shares on the JSE Securities
Exchange South Africa ("the JSE") ("being 5 cents per share) the directors of
Cullinan have resolved that Cullinan undertakes a specific repurchase of the 50
million shares which are the subject of the underpinning. The purchase
take place with effect from 30 September 2000. The shares acquired in terms of
the specific repurchase will be cancelled and their listing terminated with
effect from Thursday, 26 April 2001.
This specific repurchase:

- will constitute a related party transaction in terms of the Listings
Requirements of the JSE as the vendor of the shares to be acquired in terms of
the specific repurchase, Thompsons Tours Holdings (Proprietary) Limited,
includes as beneficial shareholders a director of Cullinan, Mr A A Thompson,
and parties associated with him. In the circumstances, Mr Thompson and his
associates will not be taken into account in determining a quorum at the
general meeting referred to below and will not be entitled to vote on the
- is authorised by the company's articles of association;

- will entail the payment of an amount of R2 500 000;

- is subject to authorisation given in terms of a special resolution of the
company by shareholders and to the registration of the special resolution by
the Registrar of Companies.

The following illustrates the effects of the specific repurchase on Cullinan
that the specific repurchase had been in effect on that date. In each instance,
the illustration is based on 729 781 281 ordinary shares in issue before and
679 781 281 ordinary shares in issue after the specific repurchase.

                                  Before        After           Change
                                 (cents)        (cents)     (cents)  %
Net asset value per share at

30 September 2000                5,4            5,5         0,1      2
Earnings/(Loss) per share for the

year ended 30 September 2000     (0,9)          (1,0)       (0,1)   (11)
A circular regarding the specific repurchase and incorporating a notice of a
general meeting convened to be held on Wednesday, 25 April 2001, will be
By order of the board
D W van Doorene
Group Secretary
Bryanston
27 March 2001
Corporate adviser
(Proprietary) Limited
(Registration number 1999/21799/07)
Attorneys
Bowman Gilfillan Inc.
Registration number 1998/021409/21
Sponsor
Manhattan Equity
Corporate Finance