BELL - THE FORMATION OF A STRATEGIC ALLIANCE WITH JOHN DEERE

BELL EQUIPMENT LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 68/13656/06)
("BELL")

THE FORMATION OF A STRATEGIC ALLIANCE WITH JOHN DEERE CONSTRUCTION EQUIPMENT
COMPANY INC BY WAY OF A SUBSCRIPTION OF BELL ORDINARY SHARES FOR CASH
1. INTRODUCTION

FURTHER TO THE CAUTIONARY ANNOUNCEMENT PUBLISHED IN THE PRESS ON 19 FEBRUARY
1999, SHAREHOLDERS ARE ADVISED THAT BELL HAS CONCLUDED A WRITTEN AGREEMENT WITH
JOHN DEERE CONSTRUCTION EQUIPMENT COMPANY INC ("JOHN DEERE"), IN TERMS OF WHICH
JOHN DEERE WILL INJECT CASH OF R180 MILLION INTO BELL IN EXCHANGE FOR ISSUED
ORDINARY SHARES IN BELL ("THE SUBSCRIPTION").

2. FORMATION OF A STRATEGIC ALLIANCE WITH JOHN DEERE

BELL HAS CONCLUDED VARIOUS LEGAL AGREEMENTS, INCLUDING A SUPPLY AND

DISTRIBUTION AGREEMENT WITH JOHN DEERE, A MAJOR INTERNATIONAL EQUIPMENT
MANUFACTURER AND DISTRIBUTOR, THAT GIVES JOHN DEERE EXCLUSIVITY TO DISTRIBUTE
BELL'S ARTICULATED DUMP TRUCKS INTO NORTH, CENTRAL AND SOUTH AMERICA.
3. THE SUBSCRIPTION

SUBJECT TO THE CONDITIONS PRECEDENT SET OUT IN PARAGRAPH 5 BELOW, JOHN DEERE
WILL SUBSCRIBE FOR AND BE ALLOTTED 30 000 000 ORDINARY SHARES OF NO PAR VALUE
("BELL SHARES") FOR CASH AT A SUBSCRIPTION PRICE OF 600 CENTS PER BELL SHARE,
REPRESENTING A PREMIUM OF APPROXIMATELY 82% ON THE RULING PRICE OF BELL SHARES
ON THE JOHANNESBURG STOCK EXCHANGE ("THE JSE") AT THE CLOSE OF BUSINESS ON
THURSDAY, 18 MARCH 1999.

AFTER THE IMPLEMENTATION OF THE SUBSCRIPTION, JOHN DEERE WILL BE ENTITLED TO
REPRESENTATION ON THE BOARD OF DIRECTORS OF BELL.
4. FINANCIAL EFFECTS OF THE SUBSCRIPTION

THE TABLE BELOW SETS OUT THE PRO FORMA EFFECT OF THE SUBSCRIPTION ON THE
(LOSS)/EARNINGS PER SHARE ("EPS") AND THE NET ASSET VALUE ("NAV") PER BELL
SHARE BASED ON THE FOLLOWING ASSUMPTIONS:

- THAT THE SUBSCRIPTION HAD BEEN EFFECTIVE FOR THE SIX MONTH PERIOD FROM 1
JANUARY 1998 TO 30 JUNE 1998 ("THE CURRENT PERIOD");

- THAT THE ISSUE OF SHARES FOR CASH HAD BEEN EFFECTIVE THROUGHOUT THE CURRENT
PERIOD AND THAT SUCH CASH HAD BEEN INVESTED AT A PRE-TAX INTEREST RATE OF 17%
PER ANNUM; AND

- THAT IN CALCULATING THE EFFECT ON NAV, THE SUBSCRIPTION WAS EFFECTED AS AT 1
JANUARY 1998.

                         BEFORE     AFTER      INCREASE
                         (CENTS)    (CENTS)    %

EPS                      (13,8)     1,3        109,6

NAV                      317,8      419,2      31,9
5. CONDITIONS PRECEDENT

THE SUBSCRIPTION IS SUBJECT TO THE FOLLOWING CONDITIONS PRECEDENT:

-  THE APPROVAL IN TERMS OF THE HART SCOTT RODINE FILING (ANTI-TRUST) IN THE
UNITED STATES OF AMERICA;
-  THE REQUISITE APPROVAL OF THE JSE; AND

-  THE APPROVAL OF BELL SHAREHOLDERS IN GENERAL MEETING.

IN TERMS OF THE LISTINGS REQUIREMENTS OF THE JSE, THE SUBSCRIPTION REQUIRES THE
SPECIFIC APPROVAL OF 75% OF THE VOTES CAPABLE OF BEING PASSED BY THOSE
SHAREHOLDERS, OTHER THAN THE CONTROLLING SHAREHOLDERS (BEING THE BELL FAMILY)
WHO ARE PRESENT AND VOTING AT THE GENERAL MEETING, EITHER IN PERSON OR BY PROXY
6. DOCUMENTATION

A CIRCULAR, INCLUDING A NOTICE CONVENING A GENERAL MEETING, IS CURRENTLY BEING
PREPARED AND WILL BE POSTED TO SHAREHOLDERS IN DUE COURSE.
ON BEHALF OF THE BOARD
DP MAHONY
GROUP COMPANY SECRETARY
RICHARDS BAY
19 MARCH 1999
INVESTMENT BANK AND CORPORATE ADVISER
REAL AFRICA DUROLINK INVESTMENT BANK LIMITED
(REGISTRATION NUMBER 87/05258/06)
SPONSORING BROKER
FLEMING MARTIN SECURITIES LTD
REGISTRATION NUMBER 95/11815/06
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE