REPURCHASE OF ORDINARY SHARES IN DAWN

REPURCHASE OF ORDINARY SHARES IN DAWN                                           
Distribution and Warehousing Network Limited                                    
(Incorporated in the Republic of South Africa)                                  
(Registration number 1984/008265/06)                                            
Share code: DAW   ISIN code: ZAE 000018834                                      
("DAWN")                                                                        
REPURCHASE OF ORDINARY SHARES IN DAWN                                           
Introduction                                                                    
Bishop Corporate Finance (Proprietary) Limited is authorised to announce that   
DAWN has acquired a further 9 044 548 ordinary shares in the issued share       
capital of DAWN on the open market for a purchase consideration in aggregate of 
R5 560 615 ("the general repurchase"). The general repurchase is in addition to 
the 11 449 343 shares acquired by DAWN on the open market during the period 12  
March 2002 until 24 October 2002, which repurchase was announced to shareholders
on 25 October 2002. The general repurchase was effected in terms of a general   
authority to DAWN"s directors ("the directors"), which was granted in terms of a
special resolution passed by the members at DAWN"s Annual General Meeting held  
on 4 December 2002 and comprises 3,2% of the total issued ordinary shares of    
DAWN at the end of the previous financial year being 30 June 2002.              
Implementation                                                                  
The general repurchase commenced on 11 November 2002 and continued on a day-to- 
day basis as market conditions allowed and in accordance with the JSE Securities
Exchange South Africa Listings Requirements until 5 May 2003. The lowest and    
highest prices paid by DAWN for the ordinary shares were 50 cents and 75 cents  
per share respectively. It is not the intention of DAWN to cancel the shares    
acquired through the general repurchase and such shares will be kept as treasury
stock.                                                                          
Extent of general authority outstanding                                         
The extent of the general authority outstanding for the current financial year  
is approximately 38 million ordinary shares, representing approximately 13,2% of
the total issued ordinary share capital of DAWN at the end of the previous      
financial year being 30 June 2002.                                              
Sources of funds                                                                
The general repurchase has been funded from available cash resources and        
existing funding facilities.                                                    
Opinion of directors                                                            
The directors have considered the effect of the general repurchase and are      
satisfied as to the following for a period of 12 months from the date of this   
announcement:                                                                   
DAWN and DAWN"s subsidiaries ("the DAWN group") will be able in the ordinary    
course of business to pay its debts;                                            
the assets of DAWN and the DAWN group will be in excess of the liabilities of   
DAWN and the DAWN group, having been recognised and measured in accordance with 
the accounting policies used in the audited financial statements for the year   
ended 30 June 2002;                                                             
the adequacy of ordinary capital and reserves of DAWN and the DAWN group; and   
the adequacy of working capital of DAWN and the DAWN group.                     
Financial effects                                                               
The pro forma financial effects on the earnings, headline earnings, net asset   
value and net tangible asset value per ordinary share, before and after the     
general repurchase are set out below:                                           
Per ordinary share    Notes       Before     After        Change                
                                  (cents)    (cents)      (%)                   
Headline Earnings     1           8,8        9,0          2.27                  
Earnings              1           8,5        8,7          2,35                  
Net asset value       2           49,3       48,8         (1,01)                
Net tangible asset    2           49,3       48,8         (1,01)                
value                                                                           
Notes:                                                                          
The amounts in the "Before" column represent the reviewed headline earnings and 
earnings per share disclosed in the financial results for the 6 months ended 31 
December 2002. The amounts in the "After" column represent the headline earnings
and earnings per share after the general repurchase on the following            
assumptions:                                                                    
the general repurchase was effective 1 July 2002; and                           
an after tax funding cost of 10,5% per annum on the borrowings required to fund 
the general repurchase.                                                         
The amounts in the "Before" column represent  the reviewed net asset value and  
net tangible asset value per share as disclosed in the financial results for the
six months ended 31 December  2002. The amounts in the "After" column represent 
the reviewed net asset value and net tangible asset value based on the financial
results for the six months ended 31 December 2002 adjusted for the general      
repurchase, had it been effected on 31 December 2002.                           
Conclusion                                                                      
The directors of DAWN will continue to repurchase securities as and when        
opportunities arise.                                                            
Johannesburg                                                                    
8 May 2003                                                                      
Corporate adviser                       Sponsor                                 
Bishop Corporate Finance           D & T Sponsor Services