Purchase of Own Securities

Safeland PLC
1 June 2001

AUTHORITY TO MAKE MARKET PURCHASES OF SHARES AND APPROVAL OF THE WAIVER
GRANTED BY THE PANEL ON TAKEOVERS AND MERGERS (the 'Panel') IN RELATION TO
SUCH PURCHASES

Further to the AGM held on 15 August 2000 at which the Directors were granted
limited authority for the Company to make market purchases of its own shares,
the Company has been purchasing its own shares in the market and has now
virtually exhausted that authority.

The Directors consider that it would be in the interests of all shareholders
for the Company to be able to purchase up to a further 14.99% of its own
shares in the market, which should improve attributable net asset value per
share. Approval at an extraordinary general meeting is now being sought from
shareholders for that authority. Approval is also being sought from
shareholders to avoid members of the Lipman Concert Party (as defined below)
being required to make a general offer for the Company's shares under Rule 9
of the City Code on Takeovers and Mergers (the 'Code') as a result of the
implementation of that authority.

Buy Back Authority

The Board obtained authority from shareholders at the annual general meeting
held on 15 August 2000 to purchase up to 2,872,033 ordinary shares of the
Company in the market of which 2,815,666 ordinary shares (representing 9.80%
of the Company's shares then in issue) were purchased. The Board is now
seeking general authority for the Company to have the ability to purchase up
to a further 3,868,119 ordinary shares in the market (representing
approximately 14.99% of the issued share capital of the Company now in issue).

The terms of the authority will provide that the Company will be required to
pay not less than 5p for each ordinary share (being the nominal value of the
Company's shares) nor more than 105% of the average middle market price for
the 5 days immediately preceding such purchase. The Directors will only
exercise the power to make market purchases of the Company's shares if they
believe that it would result in an increase in the net assets of the Company
attributable to each ordinary share and would be in the best interests of the
shareholders generally. In exercising this authority, the Directors will
neither be encouraging nor recommending shareholders to buy or sell shares in
the Company nor in any way suggesting that it is an appropriate time to deal
in such shares.

Furthermore, the power will only be exercised if the Directors are satisfied
that the Company has sufficient financial resources to enable it to carry out
the intended purchases. Purchases would be made out of the Company's retained
reserves and accordingly the purchase and cancellation of shares will result
in a reduction of the Company's retained reserves which might otherwise be
available for distribution to shareholders of the Company. As at 31 March 2000
those reserves amounted to £12,345,000. The Board does not foresee that the
exercise, either partially or fully, of the authority to buy back shares will
restrict, to any practical extent, its future ability to recommend dividends.

The authority would expire on 28 December 2002.


Rule 9 of the Code

Under Rule 9 of the Code, any person or group of persons acting in concert who
acquires shares which, when taken together with shares already held, carry 30
per cent or more of the voting rights of a company, or who holds not less than
30 per cent but not more than 50 per cent of the voting rights of a company
and acquires any additional shares carrying voting rights of that company, is
normally required by the Panel to make a general offer to all shareholders of
that company, at the highest price paid by that person in the previous twelve
months. Under Rule 37.1 of the Code, when a company redeems or purchases its
own voting shares, a resulting increase in the percentage of voting rights
carried by shareholdings of the directors and persons acting in concert with
them will be treated as an acquisition for the purpose of Rule 9.

The Directors and persons connected with them (which includes Safeland
Holdings Corporation) beneficially hold a total of 12,997,355 ordinary shares
in the Company representing 50.3 per cent of the current issued share capital.
Messrs R Lipman, L G Lipman, S R Lipman and E A Lipman (the 'Lipman
Directors') and Safeland Holdings Corporation (together the 'Lipman Concert
Party') are acting in concert with each other for the purposes of the Code.
The members of the Lipman Concert Party beneficially hold a total of
12,821,637 ordinary shares in the Company representing 49.70 per cent of the
current issued share capital. The Lipman Directors (between them) own the
beneficial interest in the entire issued share capital of Safeland Holdings
Corporation. Accordingly, any increase in the aggregate percentage
shareholding of the Lipman Concert Party, whether as a result of the purchase
of shares by any member of the Lipman Concert Party or as a result of the
implementation of the buy back authority would, prima facie, have the effect
of triggering Rule 9. Any increase in the aggregate percentage shareholdings
of Messrs P M Davis, L W Green and R E Pryce (the 'Non Lipman Directors'),
whether as a result of the purchase of shares by any member of the Lipman
Concert Party or as a result of the implementation of the buy back authority,
would not trigger Rule 9.

The Panel has, agreed to waive the requirement for the members of the Lipman
Concert Party both individually and collectively, to make a general offer to
all shareholders in circumstances where, following purchases by the Company in
the market of ordinary shares, the aggregate percentage holding of the members
of the Lipman Concert Party increases. This must be approved by a vote of
independent shareholders of the Company on a poll in general meeting. An
ordinary resolution to be proposed at the extraordinary general meeting will
seek this approval.

If the Company was to repurchase (and thereby cancel) the full amount of
ordinary shares for which it is now seeking authority, namely 3,868,119
shares, then assuming no further change in the issued share capital of the
Company and no change in the number of ordinary shares held by the Directors
and persons connected with them, the voting rights attributable to the
ordinary shares held by the Directors and persons connected with them would
increase from 50.30 per cent to 59.25 per cent and the voting rights
attributable to ordinary shares held by the Lipman Concert Party would
increase from 49.70 per cent to 58.43 per cent.

Controlling Shareholding

Shareholders should be aware that as stated above, the members of the Lipman
Concert Party, following implementation of the buy back authority, could
exceed 50 per cent of the voting rights in the Company. In this circumstance,
the Lipman Directors would then be entitled to purchase shares in the Company
without incurring any further obligation under Rule 9 of the Code to make a
general offer, provided that individually or collectively they or persons
acting in Concert with them (excluding Safeland Holdings Corporation) do not
as a result, come to hold 30 per cent or more of the issued share capital of
the Company. However, Safeland Holdings Corporation's shareholding currently
exceeds 30 per cent of the voting rights of the Company, but does not exceed
50 per cent and therefore will not be permitted to make any future purchases
for so long as its holding does not exceed 50 per cent without making a
general offer under Rule 9. The Non Lipman Directors are permitted to make
purchases provided no individual exceeds 30 per cent or more of the issued
share capital of the Company.

Extraordinary General Meeting

An Extraordinary General Meeting of the Company has been convened for 9.00am
on 28 June 2001 at 144 Great North Way, Hendon, London NW4 1EG.

As the Lipman Directors and Safeland Holdings Corporation are interested in
the outcome of the ordinary resolution, they have undertaken that they will
not vote on that resolution. The ordinary resolution will be taken on a poll.

A circular containing a recommendation and independent advice to shareholders
to vote in favour of the resolutions and further information will today be
posted to shareholders.