BIDVEST - NOTICE TO SHAREHOLDERS

THE BIDVEST GROUP LIMITED
NOTICE TO SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT THE 52ND ANNUAL GENERAL MEETING OF MEMBERS OF THE
BIDVEST GROUP LIMITED WILL BE HELD AT MILNER PLACE, SUNNYSIDE OFFICE PARK,
PARKTOWN AT 9:00 ON NOVEMBER 12 1998 FOR THE FOLLOWING PURPOSES:

1. TO RECEIVE AND ADOPT THE AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED
JUNE 30 1998.

2. TO APPROVE THE DIRECTORS' REMUNERATION FOR THE YEAR ENDED JUNE 30 1998.
3. TO CONFIRM THE REAPPOINTMENT OF THE AUDITORS.

4. TO CONSIDER AND, IF DEEMED FIT, TO PASS, WITH OR WITHOUT MODIFICATION, THE
FOLLOWING SPECIAL RESOLUTION:
SPECIAL RESOLUTION NUMBER ONE

"THAT A NEW ARTICLE 48.3 BE INSERTED IN THE ARTICLES OF ASSOCIATION OF THE
COMPANY READING AS FOLLOWS:

48.3 DIRECTORS MAY PARTICIPATE IN A MEETING OF THE DIRECTORS OR ANY COMMITTEE
OF DIRECTORS BY MEANS OF TELEPHONIC OR SIMILAR COMMUNICATIONS WHEREBY ALL
PERSONS PARTICIPATING IN THE MEETING CAN HEAR EACH OTHER AND PARTICIPATION IN A
MEETING IN THIS MANNER SHALL BE DEEMED TO CONSTITUTE PRESENCE IN PERSON AT SUCH
MEETING. THE LOCATION OF SUCH A TELEPHONIC MEETING SHALL BE DEEMED TO BE THE
PLACE AT WHICH THE CHAIRMAN OF THE MEETING WAS LOCATED AT THE TIME OF THE
MEETING;

THE REASON FOR AND EFFECT OF THIS RESOLUTION IS TO ENHANCE THE ABILITY FOR
EVERY DIRECTOR OR ANY COMMITTEE OF DIRECTORS TO PARTICIPATE IN AND VOTE AT
MEETINGS IN WHICH THEY WOULD OTHERWISE BE UNABLE TO PARTICIPATE IN.

5. TO CONSIDER AND, IF APPROVED, TO PASS, WITH OR WITHOUT MODIFICATION, THE
FOLLOWING ORDINARY RESOLUTIONS:
ORDINARY RESOLUTION NUMBER ONE

"RESOLVED THAT, SUBJECT TO THE PROVISIONS OF THE COMPANIES ACT, 1973, AS
AMENDED AND THE RULES AND REGULATIONS OF THE JOHANNESBURG STOCK EXCHANGE, THE
DIRECTORS BE AND ARE HEREBY AUTHORISED TO ALLOT AND ISSUE ALL OR ANY OF THE
SHARES IN THE AUTHORISED BUT UNISSUED SHARE CAPITAL OF THE COMPANY AT SUCH
TIMES, AT SUCH PRICES AND FOR SUCH PURPOSES AS THEY MAY DETERMINE, AT THEIR
DISCRETION, AFTER SETTING ASIDE SO MANY SHARES AS MAY BE REQUIRED TO BE
ALLOTTED AND ISSUED PURSUANT TO THE COMPANY'S EMPLOYEE SHARE OPTION SCHEME."
ORDINARY RESOLUTION NUMBER TWO

"THAT SUBJECT TO THE PASSING OF ORDINARY RESOLUTION NUMBER ONE AND IN TERMS OF
THE REQUIREMENTS OF THE JOHANNESBURG STOCK EXCHANGE, THE DIRECTORS ARE HEREBY
AUTHORISED TO ISSUE ORDINARY SHARES FOR CASH AS AND WHEN SUITABLE OPPORTUNITIES
ARISE, SUBJECT TO THE FOLLOWING CONDITIONS:

" THAT THIS AUTHORITY SHALL NOT EXTEND BEYOND THE NEXT ANNUAL GENERAL MEETING
OR FIFTEEN MONTHS FROM THE DATE OF THIS ANNUAL GENERAL MEETING, WHICHEVER DATE
IS THE EARLIER;

" THAT A PRESS ANNOUNCEMENT GIVING FULL DETAILS, INCLUDING THE IMPACT ON NET
ASSET VALUE AND EARNINGS PER SHARE, WILL BE PUBLISHED AT THE TIME OF ANY ISSUE
REPRESENTING, ON A CUMULATIVE BASIS WITHIN ONE YEAR, 5 PER CENT OR MORE OF THE
NUMBER OF SHARES IN ISSUE PRIOR TO THE ISSUE/S;

" THAT ISSUES IN THE AGGREGATE IN ANY ONE YEAR SHALL NOT EXCEED 10 PER CENT OF
THE NUMBER OF SHARES OF THE COMPANY'S ISSUED ORDINARY SHARE CAPITAL, PROVIDED
FURTHER THAT SUCH ISSUES SHALL NOT IN AGGREGATE IN ANY THREE-YEAR PERIOD EXCEED
15 PER CENT OF THE COMPANY'S ISSUED ORDINARY SHARE CAPITAL; AND

" THAT, IN DETERMINING THE PRICE AT WHICH AN ISSUE OF SHARES WILL BE MADE IN
TERMS OF THIS AUTHORITY, THE MAXIMUM DISCOUNT PERMITTED WILL BE 10 PER CENT OF
THE WEIGHTED AVERAGE TRADED PRICE OF THE SHARES OVER THE 30 DAYS PRIOR TO THE
DATE THAT THE PRICE OF THE ISSUE IS DETERMINED OR AGREED TO BY THE DIRECTORS.
IN THE EVENT THAT SHARES HAVE NOT TRADED IN THE SAID 30 DAY PERIOD A RULING
WILL BE OBTAINED FROM THE COMMITTEE OF THE JOHANNESBURG STOCK EXCHANGE."
AS MORE THAN 35 PER CENT OF THE COMPANY'S ISSUED SHARE CAPITAL IS IN THE HANDS
OF THE PUBLIC, AS DEFINED BY THE JOHANNESBURG STOCK EXCHANGE, THE APPROVAL OF
75 PER CENT MAJORITY OF THE VOTES CAST BY SHAREHOLDERS PRESENT OR REPRESENTED
BY PROXY AT THE MEETING IS REQUIRED FOR ORDINARY RESOLUTION NUMBER TWO TO
BECOME EFFECTIVE.

6. TO RE-ELECT BY A SINGLE RESOLUTION OR OTHERWISE, THE FOLLOWING DIRECTORS WHO
RETIRE BY ROTATION OR REQUIRE RE-ELECTION IN ACCORDANCE WITH THE ARTICLES OF
ASSOCIATION: MESSRS A J BEHRMANN, M CHIPKIN, E ELLERINE, D MASSON, P NYMAN, J L
PAMENSKY, C E WATT; AND IN TERMS OF ARTICLE 55,3 OF THE ARTICLES OF

ASSOCIATION, TO CONFIRM THE APPOINTMENT OF MESSERS A M GRIFFITH AND P D
WOMERSLEY APPOINTED TO THE BOARD SINCE THE LAST ANNUAL GENERAL MEETING.
7.TO TRANSACT SUCH OTHER BUSINESS AS MAY BE TRANSACTED AT AN ANNUAL GENERAL
MEETING.

ANY MEMBER ENTITLED TO VOTE AT THE MEETING MAY APPOINT A PROXY OR PROXIES TO
ATTEND, SPEAK AND VOTE IN HIS/HER STEAD AND THE PERSON/S SO APPOINTED NEED NOT
BE A MEMBER/S OF THE COMPANY.

PROXY FORMS MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY OR AT
MERCANTILE REGISTRARS LIMITED, 11 DIAGONAL STREET, JOHANNESBURG, NOT LESS THAN
24 HOURS BEFORE THE MEETING.
BY ORDER OF THE BOARD
M S VILJOEN
SECRETARY
SEPTEMBER 30 1998