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THE BIDVEST GROUP LIMITED (Incorporated in the Republic of South Africa) (Registration number 1946/021180/06) IN THE HIGH COURT OF SOUTH AFRICA Case number 28742/2003 (Transvaal Provincial Division) Before the Honourable Justice Botha On October 21 2003 In the ex parte application of: THE BIDVEST GROUP LIMITED Applicant (Incorporated in the Republic of South Africa) (Registration number 1946/021180/06) Upon the motion of Counsel for the Applicant and having read the Notice of Motion and other documents filed of record: IT IS ORDERED THAT: 1. A meeting ("the scheme meeting") in terms of section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended ("the Companies Act"), of members of the Applicant holding ordinary shares of 5 cents each registered as such on the close of business on Thursday, November 6 2003 (other than BB Investment Company (Proprietary) Limited) ("the members") be held under the chairmanship of Advocate Arnold Subel SC, or failing him, any other independent person nominated by Attorneys Knowles Husain Lindsay Incorporated ("chairperson"), at 9:00 on Monday, November 10 2003 or any adjourned date determined by the chairperson, at Bidvest House, 18 Crescent Drive, Melrose Arch, Melrose, for the purpose of considering and, if deemed fit, of approving, with or without modification, the scheme of arrangement proposed by Dinatla Investment Holdings (Proprietary) Limited ("Dinatla") substantially in the form which is included in Annexure D to the Notice of Motion. 2. The chairperson of the scheme meeting is authorised to: 2.1 convene the scheme meeting; 2.2 adjourn the same from time to time should any adjournment thereof prove necessary or desirable; 2.3 determine the procedures to be followed at such meeting and any adjournment thereof (including the procedure regarding forms of proxy which have been or may be submitted before or at the scheme meeting); 2.4 determine the validity or otherwise of any forms of proxy lodged for use at such meeting; 2.5 appoint scrutineers for the purposes of the meeting including any adjournment thereof; 2.6 accept the forms of proxy handed to the chairperson of the meeting by not later than 30 (thirty) minutes before the meeting. 3. A notice substantially in the form of the notice forming part of Annexure D to the Notice of Motion shall be posted by pre-paid post by the Applicant not later than 14 (fourteen) calendar days before the date of the scheme meeting to all members of the Applicant (other than BB Investment Company (Proprietary) Limited) registered as such on the close of business on a date not more than 4 (four) business days before the date of such posting at their respective addresses recorded in the register of members of the Applicant and those persons named by the Central Securities Depository Participants administering sub-registers of the Applicant: (a) as members registered as such on such sub- registers and (b) as being beneficial owners of the shares so registered on such date together with: 3.1 copies of the explanatory statements in terms of section 312 of the Companies Act substantially in the form in which it appears in Annexure D to the Notice of Motion; 3.2 a copy of the proposed scheme of arrangement substantially in the form included in Annexure D to the Notice of Motion; 3.3 the notice convening the scheme meeting substantially in the form included in Annexure D to the Notice of Motion; and 3.4 a copy of this Order of Court, and that the date of such posting be evidenced by an affidavit deposed to by a representative of the Applicant duly supported by post office receipts. 4. The Applicant publish by not later than Sunday, October 26 2003, a notice convening the scheme meeting substantially in the form included in Annexure D to the Notice of Motion, in: - Sunday Times; and - Rapport. 5. A copy of the documents referred to in paragraph 3 shall lie open for inspection and copies may be obtained free of charge by the members at the registered office of the Applicant, being Bidvest House, 18 Crescent Drive, Melrose Arch, Melrose, 2196 during normal business hours at least 14 days prior to the date of the scheme meeting. 6. The chairperson of the scheme meeting referred to in paragraph 1 above, shall report the results thereof to this Honourable Court on Tuesday, November 18 2003, giving details of: 6.1 any grounds for concluding that one or more scheme members constitute an additional class; 6.2 the number of the scheme members present in person (including those represented) at the scheme meeting or any adjournment thereof and the number of shares held by them; 6.3 the number of the scheme members represented by proxy at the scheme meeting or any adjournment thereof and the number of shares held by them together with information as to the numbers represented by the chairperson in terms of the proxies annexed to the scheme document; 6.4 any proxies which have been disallowed; 6.5 all resolutions passed at the scheme meeting or any adjournment thereof, with particulars of the number of votes cast in favour of and against each such resolution and of any abstentions, indicating how many votes were cast by the chairperson in terms of proxies which are annexed to the scheme document; 6.6 all rulings made and directions given by the chairperson at the scheme meeting or any adjournment thereof; 6.7 the relevant portions of documents and reports submitted or tabled at the scheme meeting or any adjournment thereof which bear on the merits or demerit of the scheme, including copies thereof; and 6.8 the main points of any other proposals, which were submitted to the scheme meeting, or any adjournment thereof. 7. A copy of the chairperson"s report must be made available free of charge at the registered office of the Applicant for at least 1 (one) week prior to the date, or any extension of that date, on which the chairperson is to report to this Court in terms of paragraph 6 above. By Order of the Court Registrar Friedland Hart Inc 201 van der stel Building 179 Pretorius Street Pretoria, 0002 (PO Box 1003, Pretoria, 0001) Tel: (012) 326-3331 Fax: (012) 324-2178 Ref: Miko Maaren Date: 24/10/2003 07:46:08 AM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
