Result of scheme meeting and implementation of scheme of arrangement

Clichy, october 26th 2000 :

Result of scheme meeting and implementation of scheme of arrangement


1. INTRODUCTION

Rand Merchant Bank is authorised to announce that:

1.1. at a meeting held on 17 October 2000, the requisite majority of Carson shareholders approved the scheme of arrangement ("the scheme") proposed by Elebelle (Proprietary) Limited between Carson and its shareholders, other than Carson Products Company, in terms of section 311 of the Companies Act, No 61 of 1973, as amended;

1.2. the High Court of South Africa (Transvaal Provincial Division) has sanctioned the scheme; and

1.3. the Order of Court was lodged with the Registrar of Companies for registration on Wednesday 25 October 2000.

Accordingly, the record date for the scheme will be the close of business on Friday 27 October 2000 ("the record date"). The scheme will become operative on Monday 30 October 2000, on which date L'Oréal will, effectively, become the owner of the entire issued share capital of Carson. 2. STOCK EXCHANGE LISTING The listing of Carson shares on the Johannesburg Stock Exchange will terminate at the close of business on the record date. Transactions in Carson shares during the week ending on the record date will be for immediate settlement.

2. STOCK EXCHANGE LISTING

The listing of Carson shares on the Johannesburg Stock Exchange will terminate at the close of business on the record date. Transactions in Carson shares during the week ending on the record date will be for immediate settlement.

3. SURRENDER OF SHARE CERTIFICATES

If they have not already done so, Carson shareholders are requested to surrender their share certificates and/or other documents of title to Carson shares as soon as possible to:

Mercantile Registrars Limited
Exchanges Department
7th Floor
11 Diagonal Street Johannesburg 2001
(P O Box 1053, Johannesburg 2000).

Carson shareholders will not receive the consideration due to them in terms of the scheme until they have surrendered their share certificate, or other documeAts of title to Carson shares. Forms to be used for such surrender were included in the circular sent to shareholders on 28 September 2000 and further forms of surrender will be posted to all holders of Carson shares on or about Friday 27 October 2000.

Midrand
Merchant banque de Carson SA SCMB

Avocats et consultants de Carson SA
Edward Nathan & Friedland

Avocats de L'Oréal Deneys Reitz