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Thu 12 Feb 2004, 15:01 CAUTIONARY ANNOUNCEMENT
PROPER GROUP LIMITED - CAUTIONARY ANNOUNCEMENT                                  
PROPER GROUP LIMITED                                                            
(Incorporated in the Republic of South Africa)                                  
(Registration number: 1998/001940/06)                                           
Share code PRO          ISIN ZAE000027181                                       
("Proper" or "the company")                                                     
CAUTIONARY ANNOUNCEMENT                                                         
Shareholders are advised that the company has entered into negotiations with a  
Hong Kong-based company, which, if successfully concluded, will result in a     
complete refocusing of its current business operations and may have a material  
effect on the price at which the company"s shares trade on the JSE Securities   
Exchange South Africa. Shareholders are accordingly advised to exercise caution 
when dealing in the company"s securities until a full announcement is made.     
Bloemfontein                                                                    
12 February 2004                                                                
Corporate advisor                Restructuring Advisor    Sponsor               
Radagast Capital (Pty) Ltd       Gandalf Trust            LPC Manhattan         
                                                          Sponsors (Pty) Ltd    
Date: 12/02/2004 02:58:02 PM Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department
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