TRANSPACO - PROPOSED REPURCHASE OF ORDINARY SHARES

TRANSPACO LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 1951/000799/06)
("TRANSPACO")
PROPOSED SPECIFIC REPURCHASE OF ORDINARY SHARES

1. DETAILS AND RATIONALE FOR THE PROPOSED SHARE BUY BACK

THE PERANA GROUP OF COMPANIES CONSISTING OF PERANA PLASTICS, PERANA INJECTION
MOULDING, THE PLASTICS WORKSHOP AND FLAMINGO PLASTICS ARE DIVISIONS OF
TRANSPACO 1998 (PTY) LIMITED, A WHOLLY-OWNED SUBSIDIARY OF TRANSPACO. THE
TRANSPACO BOARD HAS IDENTIFIED THAT THE PLASTICS WORKSHOP AND FLAMINGO PLASTICS
DIVISIONS DO NOT FIT IN TO THE BROAD MEDIUM TO LONG-TERM STRATEGY OF THE
TRANSPACO GROUP AND A DECISION TO DISPOSE OF THESE DIVISIONS WAS MADE.
MR E.S.R. ROVETTI, A DIRECTOR OF TRANSPACO, INDICATED A DESIRE TO PURCHASE BOTH
THE PLASTICS WORKSHOP AND FLAMINGO PLASTICS DIVISIONS VIA A LIMITED MANAGEMENT
BUY OUT SCHEME AND AN AGREEMENT HAS BEEN REACHED WHEREBY MR ROVETTI HAS
PURCHASED THE PLASTICS WORKSHOP AND FLAMINGO PLASTICS DIVISIONS.

MR ROVETTI WILL SETTLE THE PURCHASE PRICE BY TRANSPACO REPURCHASING HIS 2 602
777 SHARES IN TRANSPACO AT A PRICE OF 170 CENTS PER SHARE EQUIVALENT TO R4 424
720,90.

AFTER THE COMPLETION OF AN ADJUSTMENT ACCOUNT, ANY BALANCE OWING TO MR ROVETTI
WILL BE SETTLED BY TRANSPACO IN CASH.
2. TERMS OF THE SPECIFIC SHARE BUY BACK

TRANSPACO INTENDS TO REPURCHASE 2 602 777 TRANSPACO SHARES IN ISSUE FROM MR
ROVETTI FOR A BUY BACK CONSIDERATION OF 170 CENTS PER SHARE.
3. FINANCIAL EFFECTS

THE TABLE BELOW SETS OUT THE FINANCIAL EFFECTS ON A TRANSPACO SHAREHOLDER BASED
ON THE ASSUMPTIONS BELOW:

                          BEFORE THE SPECIFIC   AFTER THE SPECIFIC

                          SHARE BUY BACK AND    SHARE BUY BACK

                          SALE OF THE           AND SALE OF THE

                          DIVISIONS             DIVISIONS         PERCENTAGE
PER TRANSPACO SHARE       (CENTS)               (CENTS)           CHANGE
EARNINGS                  50                    52                4

NET ASSET VALUE           220                   224               2

NET TANGIBLE ASSET VALUE  216                   220               2

- THE FIGURES IN THE "BEFORE" COLUMN ARE BASED ON THE AUDITED RESULTS OF
TRANSPACO FOR THE YEAR ENDED 30 JUNE 2000;

- THE EFFECT ON HEADLINE EARNINGS PER SHARE IS BASED ON THE ASSUMPTION THAT THE
REPURCHASE AND THE SALE OF THE DIVISIONS HAD TAKEN PLACE ON 1 JULY 1999.
4. RELATED PARTY

IN TERMS OF THE JSE LISTINGS REQUIREMENTS MR ROVETTI IS A RELATED PARTY IN
RESPECT OF THE SPECIFIC SHARE BUY BACK AND NEITHER MR ROVETTI NOR ANY ASSOCIATE
OF MR ROVETTI WILL VOTE ON THE SPECIAL RESOLUTION REQUIRED TO APPROVE THE
SPECIFIC SHARE BUY BACK. FURTHERMORE ON COMPLETION OF THE SHARE BUY BACK, MR
ROVETTI WILL RESIGN AS A DIRECTOR OF TRANSPACO AND ALL SUBSIDIARIES OF
TRANSPACO.
5. STOCK EXCHANGE LISTING

AS ALL THE SHARES WILL BE REPURCHASED BY A SUBSIDIARY OF TRANSPACO AND NOT BY
TRANSPACO ITSELF, NO APPLICATION WILL BE MADE FOR TERMINATION OF THE LISTING OF
THE RELEVANT ORDINARY SHARES IN TRANSPACO.
6. DOCUMENTATION

FULL DETAILS OF THE SHARE BUY BACK PROPOSAL, INCLUDING THE SPECIAL RESOLUTION
REQUIRED FOR APPROVAL OF THE SPECIFIC SHARE BUY BACK BY TRANSPACO SHAREHOLDERS
AT A GENERAL MEETING TO BE HELD ON OR ABOUT MONDAY, 15 JANUARY 2001 IN THE
BOARDROOM, 331 - 6TH STREET, WYNBERG, SANDTON, WILL BE POSTED TO SHAREHOLDERS,
SUBJECT TO THE APPROVAL OF THE JSE SECURITIES EXCHANGE SOUTH AFRICA.
JOHANNESBURG
7 DECEMBER 2000
SPONSORING BROKER
INVESTEC SECURITIES LIMITED
MEMBER OF THE JSE SECURITIES EXCHANGE SOUTH AFRICA
REGISTRATION NO. 1972/008905/06
ATTORNEYS
WERKSMANS ATTORNEYS