GROUP FIVE HOLDINGS/GROUP FIVE/SM GOLDSTEIN - JOINT CAUTIONARY

GROUP FIVE HOLDINGS LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 1998/000321/06)
("GROUP FIVE HOLDINGS")
GROUP FIVE LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 1969/000032/06)
("GROUP FIVE")
SM GOLDSTEIN LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 1905/029577/06)
("SM GOLDSTEIN")
JOINT CAUTIONARY ANNOUNCEMENT

NEDCOR INVESTMENT BANK LIMITED IS AUTHORISED TO ANNOUNCE THAT THE BOARDS OF
DIRECTORS OF GROUP FIVE HOLDINGS, GROUP FIVE AND SM GOLDSTEIN (COLLECTIVELY,
"THE GROUP") HAVE DECIDED IN PRINCIPLE TO PROCEED WITH A SIMPLIFICATION OF THE
STRUCTURE OF THE GROUP WHICH WOULD INCLUDE:

- THE CONVERSION OF THE GROUP FIVE "N" SHARES TO GROUP FIVE ORDINARY SHARES;
- THE UNBUNDLING BY BOTH GROUP FIVE HOLDINGS AND SM GOLDSTEIN OF THEIR
UNDERLYING EFFECTIVE INTERESTS IN GROUP FIVE ORDINARY SHARES TO THEIR
SHAREHOLDERS; AND

- THE TERMINATION OF THE LISTING OF GROUP FIVE HOLDINGS AND SM GOLDSTEIN,
(COLLECTIVELY, "THE PROPOSED TRANSACTION").

THE CONCLUSION OF THE PROPOSED TRANSACTION WOULD RESULT IN THE GROUP BEING
REDUCED TO A SINGLE LISTED ENTITY, GROUP FIVE, WITH ONE CLASS OF SHARES IN
ISSUE. THE BOARDS OF DIRECTORS OF THE GROUP BELIEVE THAT IMPLEMENTATION OF THE
PROPOSED TRANSACTION WOULD RESULT IN THE GROUP FIVE ORDINARY SHARES, THE
FOLLOWING BENEFITS:

- THE ELIMINATION OF THE HISTORICAL TRADING DISCOUNT BETWEEN THE GROUP FIVE
ORDINARY SHARES, THE GROUP FIVE "N" SHARES, THE GROUP FIVE HOLDINGS SHARES AND
THE SM GOLDSTEIN SHARES;

- COST SAVINGS AS A RESULT OF REDUCING THE LISTED COMPANIES IN THE GROUP FROM
THREE TO ONE;
- ENHANCED INVESTOR INTEREST IN GROUP FIVE DUE TO:

- THE IMPROVED LIQUIDITY OF THE GROUP FIVE ORDINARY SHARES; AND
- THE SIMPLIFICATION OF THE GROUP STRUCTURE; AND

- A POSSIBLE RE-RATING OF THE GROUP FIVE ORDINARY SHARES IN THE FUTURE.
A FURTHER ANNOUNCEMENT IN REGARD TO THE PROPOSED TRANSACTION WILL BE MADE ON OR
ABOUT 19 OCTOBER 2000. SHAREHOLDERS OF THE GROUP ARE ACCORDINGLY ADVISED TO
EXERCISE CAUTION IN THEIR SHARE DEALINGS UNTIL SUCH FURTHER ANNOUNCEMENT IS
MADE.
JOHANNESBURG
28 SEPTEMBER 2000
INVESTMENT BANK
NEDCOR INVESTMENT BANK
CORPORATE LAW ADVISERS AND CONSULTANTS
EDWARD NATHAN & FRIEDLAND (PTY) LTD
(REGISTRATION NUMBER 1999/026464/07)
SPONSORING BROKER
SG SECURITIES (JOHANNESBURG) (PROPRIETARY) LIMITED
REG. NO. 1996/005841/07
(MEMBER OF THE JOHANNESBURG STOCK EXCHANGE)