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Tue 24 Aug 2004, 8:36 Preliminary results for the 12 months ended 30 Ju
Shoprite Holdings Limited - Preliminary results for the 12 months ended 30 June 
  2004                                                                            
  Shoprite Holdings Limited                                                       
  Registration No 1936/007721/06                                                  
  ISIN: ZAE000012084                                                              
  JSE share code: SHP                                                             
  NSX share code: SRH                                                             
  LuSE share code: SHOPRITE                                                       
  (`the Group`)                                                                   
  Preliminary results                                                             
  for the 12 months ended 30 June 2004                                            
  Building on a solid foundation                                                  
  Key information                                                                 
  Total turnover increased 7.3% from R24,825 billion to R26,641 billion.          
  Non-RSA operations achieved 26.2% sales growth in stable currency terms.        
  Operating profit before exchange differences up 16.4% to R702,2 million.        
  Headline earnings per share up 38.7%.                                           
  Headline earnings per share, adjusted for exchange differences, up 16.7%.       
  Dividend per share declared increased 18.0% to 36,0 cents.                      
  Net asset value per share increased 22.9% to 419 cents.                         
  Whitey Basson, chief executive, commented:                                      
  `Quality decision-making based on improved management information systems helped
  us overcome the challenges created by extremely low food inflation in our target
  market to generate an increase of 16.4%  in operating profit. The operating     
  margin achieved of 2.64% is the highest ever in our business. We intend growing 
  strongly on the solid foundation laid, not only in South Africa, where capacity 
  still exists in certain markets, but also in Africa, where we can open a number 
  of additional outlets without adding to the present infrastructure.`            
  23 August 2004                                                                  
  Enquiries                                                                       
  Shoprite Holdings Limited                                                       
  Tel 021 980 4000                                                                
  Whitey Basson, Chief executive                                                  
  Carel Goosen, Deputy managing director                                          
  De Kock Communications                                                          
  Tel 021 422 2690                                                                
  Ben de Kock                                                                     
  082 905 6274                                                                    
  Operating environment                                                           
  The factors in the economy which in the year to 30 June 2004 worked in the      
  favour of retailers of durable and semi-durable goods did not have a positive   
  effect on food retailing in the Group`s primary markets. Lower inflation,       
  cheaper imports due to the strengthening of the rand and the drop in interest   
  rates stimulated discretionary spending among middle and higher-income earners  
  but did not, apart from a limited cascading effect, materially alter the        
  position of low-income earners. At the same, they were probably most affected by
  the strong rand which led to increased job losses as the competitiveness and    
  profit margins of export-orientated businesses came under pressure.             
  Although all retail sectors had to contend with low inflation and falling       
  prices, this was nowhere as marked as in food sales in the sectors of the market
  in which the Group operates. Increased sales helped cushion the impact of lower 
  prices for retailers of durable and semi-durable goods, but comparable increases
  did not occur in the food sector as consumers do not buy more food simply       
  because it is cheaper. As a result, turnover growth in the Group`s main trading 
  subsidiaries was sluggish and the improved operating profit resulted mainly from
  greater efficiencies achieved in cost control and the management of the supply  
  chain, and from increased global sourcing.                                      
  Comments on the results                                                         
  Income statement                                                                
  Total revenue:                                                                  
  Total revenue increased 7.5% to R27,172 billion, and sale of merchandise 7.3% to
  R26,641 billion in a market in which food inflation averaged 3.6%. This increase
  should be viewed against the background of the nationwide strike in October and 
  November 2003, following the implementation of the new Sectoral Determination   
  Act, when, in just one month, its main brand, Shoprite, lost 2,7% in market     
  share. By June, the Group`s market share based on like-for-like stores was 0,3% 
  above what it had been 12 months earlier.                                       
  In addition to sale of merchandise, total revenue also includes smaller amounts 
  which are in line with performances, as will be clear from the segmental results
  discussed later in this report.                                                 
  Gross profit:                                                                   
  Gross profit increased 8.8% to R4,064 billion, due mainly to improved product   
  ranges, more efficient replenishment and the greater contribution to income by  
  the non-foods division which benefited from a stronger rand. Thanks to its      
  sophisticated distribution facilities the Group was also able to benefit further
  from the strength of the currency by sourcing globally to advantage.            
  Operating profit:                                                               
  If forex and exceptional items are excluded, the operating margin grew from     
  2.43% to 2.64%. This represents an operating profit of R702,2 million, which is 
  an increase of 16.4% on the previous year. This is the highest operating margin 
  yet achieved in the business.                                                   
  Other operating income:                                                         
  This consists mainly of supplier rebates as well as smaller amounts relating to 
  rental income, commission received, franchise fees, net premiums earned, finance
  income and distribution allowances. The increase in rebates above turnover      
  growth resulted mainly from more efficient collaboration with suppliers while   
  the increasing number of them following the mutually beneficial route of        
  distributing to stores through the Group`s structures, led to the improvement in
  distribution allowances. Income derived from financial services, which again    
  grew substantially, is also included under this heading.                        
  Depreciation:                                                                   
  Depreciation is in line with the cost of the Group`s expansion into Africa, the 
  ongoing refurbishment of existing stores and increased investment in information
  technology.                                                                     
  Operating leases:                                                               
  Increases grew in line with those in the property market.                       
  Staff costs:                                                                    
  The 12.7% increase in staff costs to R2,274 billion was due mainly to the       
  implementation of the requirements of the Sectoral Determination Act in terms of
  which part-time workers became permanent staff members who now qualify for      
  additional benefits. Flowing from these negotiations two salary increases were  
  also granted during the review period. The Group will benefit from this         
  arrangement in the new financial year as the next increase is only due in May   
  2005. Other contributing factors to the higher staff costs were a substantially 
  higher provision for post-retirement medical aid expenses and, in terms of new  
  legislation, a re-calculation of staff leave cost.                              
  Other operating costs:                                                          
  These costs, which increased 8.4%, cover expenses such as electricity and water,
  repairs and maintenance, security, packaging and net advertising cost.          
  Exchange losses:                                                                
  In the year to 30 June, the rand strengthened 19.9% against the US dollar       
  compared to 36.6% in 2003 (calculated on a conversion rate of R10,40 to the US  
  dollar on 30 June 2002, R7,61 on 30 June 2003 and R6,35 on 30 June 2004). This  
  lower appreciation of the rand resulted in a currency loss of R78,8 million in  
  2004 as against R132,9 million in 2003.                                         
  Exceptional items:                                                              
  Exceptional items of R161,6 million (2003: R133,1 million)  relate mainly to the
  amortisation of negative goodwill, which represents R150,0 million (2003: R153,0
  million) of the total. This is the last time negative goodwill will be amortised
  as the related accumulated tax losses have been fully utilised.                 
  Net investment income:                                                          
  The net income was supported by improved cash flow. It was also to some extent  
  affected by the lower interest rates in the second half of the year.            
  Taxation:                                                                       
  The tax charge shows an increase of 35.2% to R244,1 million. This is in line    
  with the growth of 34.8% in profit before tax from R602,8 million to R812,6     
  million.                                                                        
  Earnings per share:                                                             
  Earnings per share increased 32.8% from 82,7 cents to 109,8 cents and headline  
  earnings per share 38.7% from 57,6 cents to 79,9 cents. Once adjusted for       
  exchange differences, diluted headline earnings per share were 14.8% higher at  
  91,7 cents.                                                                     
  Balance sheet                                                                   
  Inventory:                                                                      
  A measure of success was achieved in managing down stock levels, which increased
  1,3% as against turnover growth of 7.3%, reducing the number of inventory days. 
  Although disappointed that targets were not met, management is confident that,  
  in a more stable inflation environment and backed by new IT systems analysing   
  consumer shopping patterns and stock turn per product per store, stock holding  
  will be reduced significantly.                                                  
  Cash and cash equivalents:                                                      
  Cash flow was well managed during the year and at 30 June, the Group had on hand
  cash and cash equivalents of R1,134 billion compared to R0,772 billion at the   
  end of 2003 financial year. This improved cash balance reflects a favourable    
  balance sheet date which shows trade and other payables up by 11%.              
  Property, plant and equipment:                                                  
  The increase flows mainly from the Group`s expanded investment in land and      
  buildings. The increase in plant and equipment is referred to in the comment on 
  depreciation.                                                                   
  Trade and other receivables:                                                    
  The increase reflects the growth in credit sales reported by the Group`s        
  furniture business and the impact of the Franchise Division`s results.          
  Operational review                                                              
    Store          30.06.03    Opened        Closed      30.06.04                 
    Supermarkets   427         67            8           486                      
  Shoprite       297         22            3           316                      
    Checkers       90          2             3           89                       
    Checkers       23          0             1                                    
    Hyper                                                22                       
  Usave          17          43            1           59                       
    Hungry Lion    49          6             3           52                       
    Furniture                                                                     
    Group          165         6             4           167                      
  OK Furniture   144         4             3           145                      
    House & Home   21          2             1           22                       
    Total Own      641         79            15          705                      
    Stores                                                                        
  OK Franchise   357         45            105         297                      
    Hungry Lion    1           2             0           3                        
    Franchise                                                                     
    Total                                                                         
  Franchise      358         47            105         300                      
    Total Stores   999         126           120         1 005                    
    Countries      13          2             0           15                       
    outside South                                                                 
  Africa                                                                        
  Supermarkets                                                                    
  The combined turnover of the three supermarket brands - Shoprite, Checkers and  
  Shoprite Usave, and including the non-RSA operation - increased 7.6% to R23,629 
  billion, a considerable improvement on the 6.0% at the end of the first six     
  months, having grown 9.2% in the second half. The total number of customers     
  served was 5.3% higher while basket value for the 12 months increased 2.0% as   
  against 0.8% for the half-year.                                                 
  During the year the conversion of all stores to scanning was completed. A retail
  data warehouse now exists providing information about every product sold in     
  every store. From this data, sales patterns are determined, facilitating the    
  correct stocking of each outlet. It also highlights for management the potential
  of additional products and product sizes, based on the demographic profile of   
  every community in which the Group operates.                                    
  Geographic breakdown of turnover                                                
                              R`million     % change                              
  Shoprite and Shoprite       12 923        8.7                                   
  Usave (RSA)                                                                     
  Checkers (RSA)              8 415         7.1                                   
  Non-RSA supermarkets        2 291         2.9                                   
  Shoprite                                                                        
  Of the Group`s 705 outlets, this mainstay brand operates 316 in 15 countries.   
  Of these, 252 do business in South Africa and 64 beyond its borders. The chain  
  is expected to add a further 53 stores in the next 18 months, 43 of these in    
  South Africa. For the year to 30 June, like-for-like sales in South Africa grew 
  4.2% to R11,589 billion. This should be viewed against the disruption caused by 
  the industrial action in October and November 2003 when mainly Shoprite stores  
  were targeted.                                                                  
  The effects of the extremely low food inflation were felt mostly at the lower   
  end of the FMCG market. With the biggest price reductions in staples, negative  
  internal inflation impacted on 19.2% of total food sales in Shoprite. This was  
  to a certain extent countered by stronger growth experienced in more profitable 
  non-food sales, leading to an improvement in the operating margin.              
  By managing the cost base well and further reducing shrinkage, management       
  succeeded in balancing food inflation with cost inflation. Management`s efforts 
  to bring more feet into the stores resulted in the number of customers          
  increasing by 6.1%. This higher traffic is expected to translate into market    
  share growth once customer spend increases.                                     
  Checkers                                                                        
  Management continued its extensive programme of re-positioning Checkers, giving 
  it a more clearly defined identity, with a stronger focus on service, product   
  ranges, freshness and quality. The chain has in particular upgraded its         
  specialist departments - its meat market, bakery and delicatessen - extending   
  the range and depth of convenience and value-added foods while also providing a 
  wider quality selection of perishables and fresh produce.                       
  Checkers was affected less by the consequences of the industrial action against 
  the Group than Shoprite. In South Africa it grew sales on a like-for-like basis 
  8.0% from R7,423 billion to R8,019 billion. Operating profit for the total      
  Checkers operation increased 38.6% compared to 2003 and the operating margin    
  29.0%.                                                                          
  In the light of the increasing consumer acceptance the new Checkers format      
  enjoys, management has embarked on an aggressive programme to increase market   
  penetration, and 34 new-generation stores will open in selected areas during the
  next 18 months. At the same time an extensive refurbishment programme has been  
  launched and in the next 12 months, 20 outlets will be upgraded to new-         
  generation standard.                                                            
  Shoprite Usave                                                                  
  During the year the Group continued the roll-out of the new Usave format,       
  enabling it to enter communities too small to support a conventional            
  supermarket, whether inside South Africa or outside its borders, thus increasing
  its penetration of the lower end of the market. In the 12 months to 30 June, 43 
  stores were added to bring the total to 59, of which 43 are in South Africa. A  
  further 60 are planned for the next 18 months.                                  
  Although the chain is still in its initial stages, those outlets trading for the
  full 12 months produced a return on equity of 35%. Absolute focus on retail     
  basics is the key to the success of these stores, which stock just the 700      
  product lines identified by the Group`s IT systems as the top sellers in a      
  specific area or community. High-frequency replenishment of these small-format  
  stores reduces stockholding and storage space to the minimum, and every square  
  centimetre of trading space is used productively.                               
  Operations outside South Africa                                                 
  The non-RSA operations performed well, with sales growth of 20.7% on a like-for-
  like basis and 26.2% on total sales at constant conversion rates. Despite the   
  continued strengthening of the rand, sales in rand terms still showed positive  
  growth of 2.9% to R2,291 billion.                                               
  Sales growth was lower than expected due to the effect of the strong rand on the
  prices of products imported from South Africa. To assist consumers and retain   
  the Group`s price competitiveness, these products were sold at lower gross      
  margins. For these same reasons management was impelled to find increasingly    
  other sources of supply. Establishment costs of R13,0 million also burdened the 
  results of those countries the Group entered for the first time in the past     
  financial year.                                                                 
  The Group continued its bricks and mortar expansion in Africa as well as        
  building technology and infrastructure. The 64 Shoprite and four Checkers stores
  operated outside South Africa are fully-fledged supermarkets largely            
  indistinguishable from their South African counterparts in equipment, lay-out   
  and ambiance. The product choice is comparable, with selected fresh produce     
  flown from South Africa to certain countries when not available locally. All    
  these stores are linked by satellite into the Group`s central database and      
  replenishment system.                                                           
  Among the major property developments of the year were the completion of the    
  Group`s R90 million shopping centre and distribution facility in Luanda, Angola,
  fully operational since August, 2003; and the R34 million shopping complex in   
  Kampala, Uganda, developed in conjunction with Massmart and housing a 4 000 m2  
  Shoprite superstore.                                                            
  OK Franchise                                                                    
  The division suffered an operating loss of R11,7 million due to further right-  
  offs. The number of franchise stores reduced by 60 resulting from poor trading  
  conditions and a continuing shake-out of doubtful debtors. It is the view of    
  management that the OK Franchise business now has a solid base for growth that  
  will accelerate as trading conditions improve. For this reason, supporting      
  management structures available to members were not scaled despite the reduction
  in membership, to ensure sufficient capacity to handle the envisaged growth.    
  A concerted campaign was launched during the year to upgrade franchise stores to
  OK brand standards. This resulted in a considerable improvement in the general  
  offering of converted stores. At year-end there were 102 outlets trading under  
  the OK brand in addition to 117 Sentra and Value stores. The division also has  
  75 wholesale members trading as Megasave.                                       
  The Group remains confident that the OK Franchise concept is the correct one for
  addressing opportunities in the smaller neighbourhood market. However, it also  
  accepts time is needed to build a base of sufficient size that the brand        
  requires for competing effectively in this environment.                         
  Furniture                                                                       
  This furniture business, which includes the chains OK Furniture and House &     
  Home, performed extremely well ahead of the rest of the furniture retail sector.
  It increased revenue 26.0% to R1,716 billion and operating profit 108.3% to R154
  million. Despite a highly competitive market characterised by aggressive        
  discounting, the pressure on margins was countered by good house-keeping,       
  meticulous cost control and a tenacious focus on reducing inventory,            
  notwithstanding the need to supply new stores and to retain buffer stock to     
  counter long lead times on imported merchandise. The net debtors` book grew 21% 
  and provisions for unearned finance charges and doubtful debts remain more than 
  adequate.                                                                       
  During the year six new stores were opened and four unprofitable ones closed.   
  The two chains now operate a total of 167 outlets in South Africa, Lesotho,     
  Swaziland, Namibia and Botswana, with OK Furniture planning to open at least six
  and House & Home two new outlets in the new financial year. The division`s      
  extensive refurbishment programme is also nearing completion and during the past
  five years, most OK Furniture stores were fully refurbished, as were 15 of the  
  22 House & Home outlets.                                                        
  Group prospects and outlook                                                     
  Despite challenging trading conditions in certain segments of our market, we are
  confident that the stronger turnover growth which manifested itself in the      
  second half of 2004 will continue to gain momentum in the new financial year and
  lead to improved results. Our confidence is also based on the fact that we      
  expect to derive increasing benefits from our very substantial investment in our
  advanced IT systems. These same systems will also enable us to achieve further  
  efficiencies in the management of our complex supply chains while allowing us to
  extend our involvement in the area of virtual retailing through the growing     
  number of services we offer consumers. Africa, too, offers us the opportunity of
  opening a number of additional stores on the existing infrastructure to achieve 
  economies of scale in certain countries to the north. Within South Africa, the  
  revitalised Checkers chain has potential for further growth in its existing     
  stores. The accelerated rollout of Usave outlets will also enable us to tap into
  new markets both here and elsewhere on the continent.                           
  Corporate governance                                                            
  Shoprite acts in accordance with the principles embodied in the Code of         
  Corporate Practice and Conduct in the King Report 2002 (`the Code`). The Group  
  complies with the significant requirements incorporated in the Code and the JSE 
  Securities Exchange SA listing requirements.                                    
  Dividend no 111                                                                 
  The Board has declared a final dividend of 19,5 cents (2003: 16,5 cents) per    
  share, payable to shareholders on Monday, 20 September 2004. This brings the    
  total dividend for the year to 36,0 cents per ordinary share (2003: 30,5 cents).
  The last day to trade cum dividend will be Friday, 10 September 2004. As from   
  Monday, 13 September 2004 all trading of Shoprite Holdings Ltd shares will take 
  place ex dividend. The record date is Friday, 17 September 2004.                
  Share certificates may not be dematerialised or re-materialised between Monday, 
  13 September 2004, and Friday, 17 September 2004, both days inclusive.          
  Accountability                                                                  
  These condensed consolidated preliminary results have been prepared in          
  accordance with South African Statements of Generally Accepted Accounting       
  Practice (`GAAP`) and Schedule 4 of the South African Companies Act (Act No 61  
  of 1973), as amended. The accounting policies are consistent with those used in 
  the annual financial statements for the year ended 30 June 2003, except as      
  stated below.                                                                   
  In accordance with the recommendations of the JSE Securities Exchange South     
  Africa, the Group now consolidates its share incentive scheme to ensure         
  compliance with AC 132: Consolidated financial statements and accounting for    
  investments in subsidiaries.                                                    
  As per the requirements of AC103: Net profit or loss for the period, fundamental
  errors and changes in accounting policies, the relevant comparative information 
  has been restated. The effect of the restatement is reflected below. The        
  restatement had no significant effect on earnings or headline earnings per      
  share.                                                                          
                                                    30.06.04  30.06.03            
  R`m       R`m                 
  Operating profit                                     (18)       (23)            
  Exceptional items                                    (215)      215             
  Investment income                                    27         6 265           
  Finance costs                                        (315)      (6 658)         
  Profit before tax                                    (521)      (201)           
  Dividends distributed to shareholders              161        134               
  Decrease in capital and reserves                   (4 331)    (3 413)           
  (Decrease)/increase in loans originated by the    (18 412)   28 307             
  enterprise                                                                      
  Increase/(decrease) in cash and cash equivalents  14 304     (29 730)           
  Increase in other                                  703        182               
  receivables                                                                     
  Increase in other payables                         929        2 172             
  Adjusted headline earnings are calculated by excluding the after-tax effect of  
  exchange gains and losses from headline earnings.                               
  Auditors` review opinion                                                        
  The condensed consolidated preliminary results for the year ended 30 June 2004  
  have been reviewed by PricewaterhouseCoopers Inc. The auditors` unqualified     
  review opinion is available for inspection at the Company`s registered office.  
  Thanks to the management and staff                                              
  Difficult trading conditions and disruptive industrial action during the year   
  made enormous demands on both management and staff. That together they could    
  overcome these challenges and grow is a testimony to the calibre of our people, 
  who have coupled bold decision-making with total dedication and sheer hard work.
  In thanking them we also want to extend our heartfelt appreciation to our       
  colleagues on the Board for their support and the conscientious manner in which 
  they fulfilled their duties to the Group.                                       
  By order of the Board                                                           
  C H Wiese                                                                       
  Chairman                                                                        
  J W Basson                                                                      
  Chief executive                                                                 
  23 August 2004                                                                  
  Condensed group income statement                                                
                                       Reviewed              Audited              
  12 months to %        12 months to         
  R`000                                30/06/04     change   30/06/03             
  Revenue                              27 171 644   7.49     25 278 283           
  Sale of merchandise                  26 641 233   7.32     24 824 516           
  Finance income earned                171 322      16.69    146 817              
  Franchise fees received              19 779       (7.11)    21 293              
  Operating lease income               221 187      2.47     215 862              
  Net premiums earned                  118 123      69.24    69 795               
  Reclassification of franchise fees                                              
  received, operating lease income                                                
  and net premiums earned as revenue                                              
  in the current year resulted in                                                 
  adjustments to the relative                                                     
  comparative figures to conform with                                             
  changes in presentations made in                                                
  the current year.                                                               
  Gross profit                         4 063 879    8.77     3 736 360            
  Other operating income               2 263 846    15.13    1 966 343            
  Depreciation                         (407 382)    11.99     (363 772)           
  Operating leases                     (857 341)    8.07     (793 347)            
  Staff costs                          (2 273 837)  12.69    (2 017 815)          
  Other operating costs                (2 086 996)  8.44     (1 924 487)          
  Operating profit before exchange                                                
  losses                               702 169      16.39    603 282              
  Exchange losses                      (78 848)              (132 945)            
  Operating profit before exceptional                                             
  items                                623 321      32.53    470 337              
  Exceptional items                    161 594               133 083              
  Operating profit after exceptional                                              
  items                                784 915      30.08    603 420              
  Investment income                    57 739                69 341               
  Finance costs                        (30 062)              (69 998)             
  Profit before tax                    812 592      34.81    602 763              
  Tax                                  (244 107)    35.18    (180 585)            
  Profit after tax                     568 485      34.66    422 178              
  Minority interest                    (11 674)              (2 317)              
  Net profit attributable to           556 811      32.62    419 861              
  shareholders                                                                    
  Earnings per share (cents)           109,8        32.8     82,7                 
  Diluted earnings per share (cents)   107,7        30.4     82,6                 
  Headline earnings per share (cents)  79,9         38.7     57,6                 
  Diluted headline earnings per share                                             
  (cents)                              78,3         36.2     57,5                 
  Adjusted headline earnings per                                                  
  share (cents)                        93,5         16.7     80,1                 
  Adjusted diluted headline earnings                                              
  per share (cents)                    91,7         14.8     79,9                 
  Ordinary dividend per share (cents)  33,0         15.8      28,5                
  Number of ordinary shares (`000)                                                
  used for                                                                        
  calculation of                                                                  
  - earnings per share                 506 979*              507 394*             
  - diluted earnings per share         517 007*              508 233*             
     (*weighted average)                                                          
  Condensed group statement of changes in equity                                  
                                              Reviewed      Audited               
  12 months to  12 months to          
  R`000                                       30/06/04      30/06/03              
  Balance at 1 July                           1 732 939     1 457 428             
  (Acquisition)/disposal of treasury shares   (3 080)       2 237                 
  Net fair value profits/(losses) on          8 969         (1 958)               
  available-for-sale investments, net of tax                                      
  Net profit for the year                     556 811       419 861               
  Dividends distributed to shareholders       (167 424)     (144 629)             
  Balance at 30 June                          2 128 215     1 732 939             
  Condensed group segment information                                             
                                                Reviewed       Audited            
                                                12 months to   12 months to       
  R`000                                         30/06/04       30/06/03           
  Revenue - by business segment                                                   
  - Supermarkets                                25 455 828     23 916 381         
  - Furniture                                   1 715 816       1 361 902         
  Total revenue                                 27 171 644     25 278 283         
  Operating profit - by business segment                                          
  - Supermarkets                                469 288        396 381            
  - Furniture                                   154 033        73 956             
  Total operating profit                        623 321        470 337            
  Condensed group balance sheet                                                   
                                               Reviewed   Audited                 
  R`000                                        30/06/04   30/06/03                
  Assets                                                                          
  Non-current assets                           2 452 285  1 996 257               
  Property, plant and equipment                2 178 809  1 822 380               
  Available-for-sale investments               6 980      55 071                  
  Loans originated by the enterprise           66 537     69 404                  
  Deferred tax assets                          169 620    165 853                 
  Intangible assets                            30 339     (116 451)               
  Current assets                               5 479 081  4 848 018               
  Inventories                                  2 620 150  2 585 363               
  Trade and other receivables                  1 622 520  1 404 578               
  Current tax asset                            29 181     32 349                  
  Available-for-sale investments               53 624     -                       
  Loans originated by the enterprise           19 538     54 022                  
  Cash and cash equivalents                    1 134 068  771 706                 
  Total assets                                 7 931 366  6 844 275               
  Equity and liabilities                                                          
  Capital and reserves                         2 128 215  1 732 939               
  Minority interest                            38 007     31 205                  
  Non-current liabilities                      218 325    227 728                 
  Interest-bearing borrowings                  2 450      2 450                   
  Deferred tax liabilities                     1 939      4 224                   
  Provisions                                   213 936    221 054                 
  Current liabilities                          5 546 819  4 852 403               
  Trade and other payables                     5 267 095  4 748 780               
  Current tax liability                        223 281    47 877                  
  Provisions                                   48 567     54 894                  
  Bank overdraft                               5 833      -                       
  Shareholders for dividends                   2 043      852                     
  Total equity and liabilities                 7 931 366  6 844 275               
  Reconciliation of headline earnings                                             
                                               Reviewed   Audited                 
                                               12 months  12 months               
  to         to                      
  R`000                                        30/06/04   30/06/03                
  Net profit attributable to shareholders      556 811    419 861                 
  Exceptional items after tax                  (160 140)  (133 083)               
  Profit on sale of operation                  (68)       -                       
  (Reversal of impairment)/impairment of                                          
  buildings                                    (3 067)    1 742                   
  Impairment of unlisted investment            5 119      6 308                   
  Amortisation of negative goodwill            (150 036)  (153 002)               
  Write-off of goodwill                        -          3 978                   
  (Reversal of impairment)/impairment of                                          
  amounts owing by                                                                
  share incentive trust participants           (7 946)    7 946                   
  Payment for lease cancellation               3 000      -                       
  Receipt for lease cancellation               (6 975)    -                       
  Prescription of amounts owing                (167)      (55)                    
  Other items after tax                                                           
  Loss on disposal and scrapping of plant and  3 194      2 481                   
  equipment                                                                       
  Amortisation of goodwill                     5 087      2 855                   
  Headline earnings                            404 952    292 114                 
  Exchange losses after tax                    68 988     114 111                 
  Adjusted headline earnings                   473 940    406 225                 
  Supplementary information                                                       
  Reviewed    Audited            
  R`000                                            30/06/04    30/06/03           
  1. Capital commitments                           174 053     188 805            
  2. Contingent liabilities                        14 707      34 106             
  3. Net asset value per share (cents)             419         341                
  4. Total number of shares in issue (adjusted for 507 387     507 799            
  treasury shares)                                                                
  Condensed cash flow statement                                                   
  Reviewed      Audited           
                                                  12 months to  12 months to      
  R`000                                     Notes 30/06/04      30/06/03          
  Cash generated by operations                    1 341 611     1 036 192         
  Operating profit before exceptional             623 321       470 337           
  items                                                                           
  Non-cash items                            1     499 276       502 278           
  Changes in working capital                2     213 447       63 522            
  Exceptional items                         3     5 567         55                
  Net finance costs                               22 971        (6 206)           
  Dividends received                              4 706         5 549             
  Dividends paid                                  (171 105)     (146 130)         
  Tax paid                                        (75 012)      (72 238)          
  Cash flows from operating activities            1 123 171     817 167           
  Cash flows from investing activities            (736 243)     (632 240)         
  Purchase of property, plant and                 (792 693)     (561 804)         
  equipment                                                                       
  Proceeds on disposal of property, plant         26 733        27 583            
  and equipment                                                                   
  Acquisition of interest in operation            (14 147)      (74 605)          
  Disposal of interest in                                                         
  subsidiaries/operations                         5 200         -                 
  Acquisition of further interest in              -             (11 081)          
  subsidiaries                                                                    
  Other investment activities                     38 664        (12 333)          
  Net cash flow                                   386 928       184 927           
  Cash flows from financing activities            (3 080)       9 280             
  Acquisition of treasury shares                  (3 703)       (1 316)           
  Proceeds on sale of treasury shares             623           3 553             
  Proceeds on issue of additional share                                           
  capital to minorities                           -             7 043             
  Movement in cash and cash equivalents           383 848       194 207           
  Acquired through acquisitions of                -             1 316             
  subsidiaries                                                                    
  Effect of exchange rate movements on                                            
  cash and cash equivalents                       (27 319)      (74 554)          
  Net movement in cash and cash                                                   
  equivalents                                     356 529       120 969           
  Cash flow information                                                           
  1.Non-cash items                                                                
  Depreciation on property, plant and             407 382       363 772           
  equipment                                                                       
  Amortisation of goodwill                        5 087         2 855             
  Loss on disposal and scrapping of plant         4 117         2 919             
  and equipment                                                                   
  Net fair value losses/(gains) on                3 842         (213)             
  financial instruments                                                           
  Exchange losses                                 78 848        132 945           
  499 276       502 278           
  All foreign exchange differences are now                                        
  eliminated in the cash flow statement.                                          
  The comparative information has been                                            
  restated to reflect the change.                                                 
  2.Changes in working capital                                                    
  Inventories                                     (98 169)      (429 280)         
  Trade and other receivables                     (227 341)     20 170            
  Trade and other payables                        552 402       482 441           
  Movement in provisions                          (13 445)      (9 809)           
                                                  213 447       63 522            
  3.Exceptional items                                                             
  Exceptional items per income statement          161 594       133 083           
  Profit on disposal of operation                 (97)          -                 
  (Reversal of impairment)/impairment of          (3 067)       1 742             
  buildings                                                                       
  Impairment of unlisted investment               5 119         6 308             
  (Reversal of impairment)/impairment of                                          
  amounts owing by share incentive                                                
  trust participants                              (7 946)       7 946             
  Write-off of goodwill                           -             3 978             
  Amortisation of negative goodwill               (150 036)     (153 002)         
                                                  5 567         55                
  Directorate and administration                                                  
  Executive directors:                                                            
  J W Basson (chief executive), C G Goosen (deputy managing director),            
  BR Weyers, A N van Zyl, B Harisunker                                            
  Non-executive directors:                                                        
  C H Wiese (chairman), J A Louw, J J Fouche, T R P Hlongwane, J F Malherbe, J G  
  Rademeyer                                                                       
  Company secretary:                                                              
  A N van Zyl                                                                     
  Registered office:                                                              
  Cnr William Dabs and Old Paarl Roads, Brackenfell, 7560                         
  PO Box 215, Brackenfell, 7561 , South Africa                                    
  Telephone: +27 (0)21 980 4000                                                   
  Facsimile: +27(0)21 980 4050                                                    
  Auditors:                                                                       
  PricewaterhouseCoopers Inc                                                      
  1 Waterhouse Place, Century City                                                
  PO Box 2799, Cape Town, 8001, South Africa                                      
  Transfer secretaries:                                                           
  Computershare Investor Services 2004 (Pty) Ltd                                  
  70 Marshall Street, Johannesburg, 2001                                          
  PO Box 61051, Marshalltown 2107                                                 
  Telephone +27 (0)11 370 5000                                                    
  Facsimile +27 (0)11 688 5520                                                    
  Sponsor: Nedbank Capital                                                        
  135 Rivonia Road, Sandown, 2196                                                 
  PO Box 1144, Johannesburg, 2000, South Africa                                   
  Telephone +27 (0)11 295 8602                                                    
  Facsimile +27 (0)11 294 8602                                                    
  website: www.shoprite.co.za                                                     
  Date: 24/08/2004 08:00:34 AM Produced by the JSE SENS Department
Profile Group (Pty) Ltd. has taken care in preparing all information on this website, but does not accept any liability for errors or out-of-date information.
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