PSG GROUP - SPECIFIC REPURCHASE OF SHARES

PSG Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1970/008484/06)
("PSG Group")
Specific repurchase of shares

In line with normal corporate practice at the time, PSG Group established a
share incentive scheme on 27 October 1997 and formed a trust to operate the
scheme for the purpose of providing an appropriate incentive to executives and
staff of PSG Group, and to secure the retention of their services.

The share trust is indebted to the company for R106 442 620 in respect of 12
600 000 shares owned by the trust which is reflected as an asset in the balance
sheet of PSG Group.  As the average cost per share of such shares held by the
share trust of 845 cents exceeds the price at which the shares have recently
traded on the JSE, but is marginally less than the net asset value per share,
the Board has deemed it appropriate and timeous to effect this specific
repurchase and cancel allocations to management and staff.

The directors of PSG Group have therefore resolved that PSG Group undertakes a
specific repurchase of 12 600 000 shares held by the share trust, which
specific repurchase:

- is authorised by the company's articles of association;

- will not have any cash flow implications or entail the payment of any amount;
- will not negatively affect PSG Group as PSG Group would otherwise have to
make provision for the diminution in the value of the share trust debt;
- 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.  Non-public shareholders in terms of the Listings
Requirements of the JSE Securities Exchange South Africa will not be entitled
to vote thereon.

The following illustrates the effects of the specific repurchase on PSG Group
based on the interim results for the six months ended 31 August 2000 on the
assumption that the specific repurchase had been undertaken at the beginning of
that period.

                                             Before    After       Change
                                            (cents)  (cents)   (cents)     %
Net asset value per share at 31 August 2000     852      853         1     -
Headline earnings per share for the six

months ended 31 August 2000                    61,2     65,9       4,7     8
A circular regarding the specific repurchase incorporating a notice of general
meeting convened to be held on Tuesday, 6 March 2001 will be despatched to
shareholders on or about 9 February 2001.
Stellenbosch
7 February 2001
Investment bank
PSG Investment Bank
Attorneys
Hofmeyr Herbstein & Gihwala Inc
Reporting accountants
PricewaterhouseCoopers
Joint sponsoring brokers
PSG Online Securities Limited
UBS Warburg