GROUP FIVE: PROPOSED RESTRUCTURING OF THE GROUP

GROUP FIVE LIMITED
  (INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
  (REGISTRATION NUMBER 1969/000032/06)
  ("GROUP FIVE")
GROUP FIVE HOLDINGS LIMITED
  (INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
  (REGISTRATION NUMBER 1988/000321/06)
  ("GROUP FIVE HOLDINGS")
SM GOLDSTEIN LIMITED
  (INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
  (REGISTRATION NUMBER 1948/029577/06)
  ("GOLDSTEIN")

(GROUP FIVE, HOLDINGS AND SM GOLDSTEIN, COLLECTIVELY, "THE GROUP")
PROPOSED RESTRUCTURING OF THE GROUP
1.  INTRODUCTION

NEDCOR INVESTMENT BANK LIMITED IS AUTHORISED TO ANNOUNCE THAT THE BOARDS OF
DIRECTORS OF THE GROUP COMPANIES HAVE RESOLVED, SUBJECT TO THE CONDITIONS
PRECEDENT SET OUT IN PARAGRAPH 5 BELOW, TO PROPOSE THAT THE GROUP BE

RESTRUCTURED ON THE BASIS SET OUT IN THIS ANNOUNCEMENT.
THE CURRENT GROUP STRUCTURE IS DEPICTED BELOW:
  GRAPHIC: SEE PRESS FOR DETAIL
2.  RESTRUCTURING

THE PROPOSED RESTRUCTURING WILL ENTAIL THE FOLLOWING:
2.1  CONVERSION

ALL GROUP FIVE ORDINARY SHARES OF A PAR VALUE OF 50 CENTS EACH AND GROUP FIVE
"N" ORDINARY SHARES OF A PAR VALUE OF 0,5 CENT EACH WILL BE CONVERTED TO NEW
GROUP FIVE ORDINARY SHARES OF NO PAR VALUE, ON A ONE-FOR-ONE BASIS, ALL OF
WHICH WILL RANK PARI PASSU IN ALL RESPECTS ("THE CONVERSION"). THE AUTHORISED
SHARE CAPITAL OF GROUP FIVE WILL ALSO BE INCREASED BY THE CREATION OF 65 250
000 NEW GROUP FIVE ORDINARY SHARES OF NO PAR VALUE, TO THE EFFECT THAT AFTER
THE AFORESAID INCREASE AND THE CONVERSION THE AUTHORISED SHARE CAPITAL OF GROUP
FIVE SHALL BE 150 000 000 GROUP FIVE ORDINARY SHARES OF NO PAR VALUE;
2.2 FIRST UNBUNDLING

HOLDINGS WILL UNBUNDLE, BY WAY OF A DISTRIBUTION IN SPECIE, ITS 22 507 777
GROUP FIVE ORDINARY SHARES TO ITS SHAREHOLDERS, THROUGH A REDUCTION OF ITS
SHARE PREMIUM ACCOUNT AND DISTRIBUTABLE RESERVES. HOLDINGS SHAREHOLDERS, OTHER
THAN GOLDSTEIN, WILL RECEIVE ONE GROUP FIVE ORDINARY SHARE FOR EACH HOLDINGS
SHARE HELD. GOLDSTEIN WILL RECEIVE 9 947 732 GROUP FIVE ORDINARY SHARES IN THE
RATIO OF 0,95216 GROUP FIVE ORDINARY SHARES FOR EVERY HOLDINGS SHARE HELD BY
GOLDSTEIN ("THE FIRST UNBUNDLING");
2.3 SECOND UNBUNDLING

GOLDSTEIN WILL UNBUNDLE, BY WAY OF A DISTRIBUTION IN SPECIE, THE 9 947 732
GROUP FIVE ORDINARY SHARES, TO WHICH IT BECOMES ENTITLED PURSUANT TO THE FIRST
UNBUNDLING, TO ITS SHAREHOLDERS, THROUGH A REDUCTION OF ITS SHARE PREMIUM
ACCOUNT AND DISTRIBUTABLE RESERVES. GOLDSTEIN SHAREHOLDERS, OTHER THAN GROUP
FIVE, WILL RECEIVE ONE GROUP FIVE ORDINARY SHARE FOR EACH GOLDSTEIN SHARE HELD.
AS A RESULT OF GROUP FIVE'S SHAREHOLDING IN GOLDSTEIN, A WHOLLY-OWNED

SUBSIDIARY OF GROUP FIVE WILL RECEIVE 4 453 432 GROUP FIVE ORDINARY SHARES IN
THE RATIO OF 0,98950 GROUP FIVE ORDINARY SHARES FOR EVERY GOLDSTEIN SHARE HELD
BY GROUP FIVE ("THE SECOND UNBUNDLING");
2.4 TERMINATION OF LISTINGS AND WINDING-UP

AT CLOSE OF TRADING ON THE RECORD DATE OF THE RESTRUCTURING THE LISTINGS OF
GROUP FIVE "N" SHARES, GROUP FIVE ORDINARY SHARES, HOLDINGS SHARES AND
GOLDSTEIN SHARES ON THE JOHANNESBURG STOCK EXCHANGE ("THE JSE") WILL BE
TERMINATED. THE LISTING OF THE NEW GROUP FIVE ORDINARY SHARES OF NO PAR VALUE
WILL COMMENCE AT THE COMMENCEMENT OF TRADING ON THE JSE ON THE NEXT TRADING DAY
UPON IMPLEMENTATION OF THE RESTRUCTURING, A MEMBERS' VOLUNTARY WINDING-UP OF
HOLDINGS AND GOLDSTEIN WILL BE EFFECTED. GROUP FIVE WILL DELIVER ANY NECESSARY
SURETIES IN RESPECT OF SUCH WINDINGS-UP. IT IS NOT EXPECTED, AT THIS STAGE,
THAT LIQUIDATION DIVIDENDS WILL BE PAID TO HOLDINGS AND GOLDSTEIN SHAREHOLDERS
AFTER THE DISCHARGE OF THE EXPECTED LIQUIDATION AND RESTRUCTURING COSTS,
(COLLECTIVELY, "THE RESTRUCTURING").
3. FINANCIAL EFFECTS OF THE RESTRUCTURING

THERE WILL BE NO MATERIAL EFFECTS ON THE EARNINGS, DIVIDENDS OR TANGIBLE NET
ASSET VALUE OF THE GROUP PURSUANT TO THE RESTRUCTURING. UPON THE IMPLEMENTATION
OF THE FIRST UNBUNDLING AND SECOND UNBUNDLING, HOLDINGS AND, IN TURN, GOLDSTEIN
SHAREHOLDERS WILL RECEIVE THEIR INDIRECT INTEREST IN THE GROUP FIVE ORDINARY
SHARES. ACCORDINGLY, THE FIRST UNBUNDLING AND SECOND UNBUNDLING WILL HAVE NO
MATERIAL EFFECTS ON HOLDINGS AND GOLDSTEIN SHAREHOLDERS.
4. GENERAL

4.1 IT IS PROPOSED THAT CERTAIN AMENDMENTS BE EFFECTED TO THE GROUP FIVE SHARE
INCENTIVE SCHEME ("THE ESOP") IN ORDER TO INCREASE THE ALLOCATION OF SHARES IN
GROUP FIVE TO THE SCHEME.

4.2 IT IS FURTHER PROPOSED THAT GROUP FIVE WILL OBTAIN GENERAL AUTHORITIES TO
ISSUE ITS SHARES FOR CASH AND TO REPURCHASE ITS OWN SHARES.
5.  CONDITIONS PRECEDENT

THE RESTRUCTURING AND THE AMENDMENTS TO THE ESOP ARE SUBJECT TO THE FULFILMENT
OF THE FOLLOWING CONDITIONS PRECEDENT:

5.1  THE APPROVAL OF THE SOUTH AFRICAN REVENUE SERVICES OF THE FIRST UNBUNDLING
AND SECOND UNBUNDLING IN TERMS OF SECTION 60(2) OF THE INCOME TAX AMENDMENT ACT
5.2  THE APPROVALS BY ALL RELEVANT SHAREHOLDERS IN GENERAL MEETINGS AND
SEPARATE CLASS MEETINGS OF THE ORDINARY AND SPECIAL RESOLUTIONS REQUIRED TO
IMPLEMENT THE RESTRUCTURING; AND

5.3  THE REGISTRATION BY THE REGISTRAR OF COMPANIES OF ALL SPECIAL RESOLUTIONS
PASSED AT AFORESAID MEETINGS.
6.  DOCUMENTATION AND MEETINGS

ALL DOCUMENTATION RELATING TO THE RESTRUCTURING AND THE AMENDMENT OF THE ESOP
IS BEING PREPARED AND WILL BE DISPATCHED TO SHAREHOLDERS OF GROUP FIVE,
HOLDINGS AND GOLDSTEIN ON OR ABOUT THURSDAY, 26 OCTOBER 2000.

A FURTHER ANNOUNCEMENT SETTING OUT THE SALIENT DATES AND TIMES OF THE

RESTRUCTURING WILL BE PUBLISHED ON THE DATE THE DOCUMENTATION IS MAILED TO THE
GROUP SHAREHOLDERS.
JOHANNESBURG
23 OCTOBER 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
  REGISTRATION NUMBER 1996/005841/07
  (MEMBER OF THE JOHANNESBURG STOCK EXCHANGE)