The Bidvest Group

Take-over — Bidvest Namibia

THIS COMBINED CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The definitions on pages 7 and 8 (both inclusive) of this Circular have been used on this front cover. Unless otherwise defined herein, the definitions provided for on pages 7 and 8 (both inclusive) shall apply to this front cover and the rest of this Circular. If you are in any doubt as to what action you should take, you should consult your Broker, banker, accountant, attorney or other professional advisor immediately.

Action required

1. If you have disposed of some or all of your Bidvest Namibia Shares this Circular should be handed to the purchaser of such Bidvest Namibia Shares or the Broker, banker or other agent through whom such disposal was effected.
2. In so far as Bidvest Group makes a conditional Take-over Offer to the minority shareholders of Bidvest Namibia as provided for in sections 320 – 327 (both inclusive) of the Companies Act 28 of 2004 (“Companies Act”), which is attached hereto as Annexure A, and such Offer is subject to the passing of the Delisting Resolution, a General Meeting will be held at 12:00 on Friday, 17 May 2019 at Bidvest Namibia, 1 Ballot Street, Windhoek, Namibia as set out in the notice to call a General Meeting of members, which notice is enclosed herewith (yellow), to consider, and if deemed fit, pass the Delisting Resolution required to delist Bidvest Namibia from the NSX. You may attend, speak and vote at the General Meeting in person or, if you are unable or do not wish to attend the General Meeting, you may appoint a proxy to represent you at the General Meeting by completing the relevant enclosed proxy form (green) in accordance with the instructions therein and return it to the Transfer Secretaries by 12:00 on 15 May 2019.
3. Bidvest Namibia Shareholders that wish to accept the Offer should, during the Acceptance Period, complete and return the Form of Acceptance, Surrender and Transfer (pink) enclosed herewith in accordance with the instructions therein, and lodge it with, or
post it to the Transfer Secretaries, the address of which has been set out in the “Corporate Information” section of this Circular, which Form of Acceptance, Surrender and Transfer, in order to constitute a valid acceptance of the Offer, must be received by not later than 12:00 on the Closing Date.
4. Bidvest Namibia Shareholders who do not wish to accept the Offer, need not take any action.
5. The Offer shall not constitute an offer to purchase or the solicitation of an offer to sell any Bidvest Namibia Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualifi cation under the laws of such jurisdiction.