SHOPRITE HOLDINGS LIMITED

(Incorporated in the Republic of South Africa)
(Registration number 1936/007721/06)
Share code: SHP ISIN: ZAE000012084
("Shoprite Holdings"or "the company")
SPECIFIC REPURCHASE OF SHARES
INTRODUCTION

It  was announced in the press and on SENS on Thursday, 4 October 2001 that,
subject  to  certain  conditions, agreement has  been  reached  between  the
trustees  of  the  Shoprite  Holdings Limited Share  Incentive  Trust  ("the
Trust") and Shoprite Checkers (Proprietary) Limited ("Shoprite Checkers"), a
wholly  owned  subsidiary of the company, whereby  the  Trust  had  sold  to
Shoprite Checkers 35 718 559 shares in the company for an aggregate purchase
consideration  of  R453 373 261 ("the first specific  repurchase").  If  the
conditions  are  met, the shares purchased from the Trust will  be  held  by
Shoprite Checkers as treasury stock for possible resale at a later stage  to
recover  the costs of the first specific repurchase. The company  will  seek
conditional authority from shareholders to repurchase up to a maximum of  35
718  559  shares in the company from Shoprite Checkers ("the second specific
repurchase"). This will allow for the disposal of those shares  repurchased,
but  not sold on the open market, and the cancellation thereof.  The company
is  also  seeking  authority from shareholders  to  amend  the  articles  of
association to provide for a subsidiary of the company to purchase shares in
the company.
FAIR AND REASONABLE

The  JSE Securities Exchange, South Africa ("JSE") has requested a fair  and
reasonable  opinion  on  the  cancellation by  the  Trust  of  the  relevant
agreements  of sale with those employees of Shoprite Checkers who  purchased
shares  from  the  Trust  during  October  1997  and  December  1998   ("the
participants"), the waiver of interest on the purchase price payable and the
first  specific  repurchase ("the proposals"). In accordance  with  the  JSE
Listings Requirements, the board of Shoprite Holdings appointed BoE Merchant
Bank, a division of BoE Bank Limited ("BoEMB"), to express an opinion as  to
whether  the  proposals are fair and reasonable to the shareholders  of  the
company.

BoEMB  is of the opinion that the terms and conditions of the proposals  are
fair  and reasonable to the shareholders of the company. A copy of the  fair
and  reasonable letter is available for inspection at the registered offices
of  the  company from today till the date of the Annual General  Meeting  on
Friday, 26 October 2001
ANNUAL GENERAL MEETING

A  circular  containing full details of the proposals  and  incorporating  a
notice  of annual general meeting was posted to shareholders on Thursday,  4
October  2001.  The  annual general meeting of Shoprite Holdings,  at  which
shareholders  will, inter alia, vote on the proposals, will  take  place  at
11:15  on Friday, 26 October 2001 in the boardroom at the registered  office
of the company, corner William Dabs and Old Paarl Roads, Brackenfell, 7560.
Cape Town
24 October 2001

Sponsor              Reporting   accountants  Attorneys
                     and auditors

BoE Securities       PricewaterhouseCoopers   Jan S de Villiers
                     Independent advisor
                     BoE Merchant Bank