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BVT - The Bidvest Group Limited - Results of Annual General Meeting and Specific Repurchase The Bidvest Group Limited (Incorporated in the Republic of South Africa) (Registration number 1946/021180/06) Share code: BVT ISIN ZAE000117321 ("Bidvest" or "the Company") RESULTS OF ANNUAL GENERAL MEETING AND SPECIFIC REPURCHASE At the annual general meeting of the shareholders of Bidvest held on Monday, November 15 2010 ("the annual general meeting") all the ordinary and special resolutions proposed at the meeting were approved by the requisite majority of votes. The special resolutions will be lodged for registration with the Companies and Intellectual Property Registration Office ("CIPRO") in due course. Details relating to the specific repurchase in terms of section 85 of the Companies Act 61 of 1973 ("the Act"), as amended, by Bidvest of its own ordinary shares held as treasury shares by BB Investment Company (Proprietary) Limited ("treasury shares"), a wholly owned subsidiary of Bidvest ("the specific repurchase") are disclosed below: 1 INTRODUCTION On Monday, October 25 2010 Bidvest posted a circular to shareholders containing details of the specific repurchase and incorporating a special resolution, relating to the specific repurchase which was contained in the notice and subsequently passed at the annual general meeting. 2 RATIONALE FOR THE SPECIFIC REPURCHASE Bidvest has been purchasing its own shares through its subsidiary, BB Investment Company (Proprietary) Limited ("subsidiary") which shares were then held as treasury shares. The purchases were conducted in terms of general authorities granted annually to Bidvest by the shareholders. As at Friday, October 22 2010, the treasury shares constituted 7,92% of the listed ordinary share capital of Bidvest. In terms of the Act and the Companies Act, 2008 (which is likely to become effective in April 2011), a company may only hold up to a maximum of 10% of that class of share of the holding company. Bidvest`s ability to continue to purchase its own shares through its subsidiary is therefore limited. In order to create new capacity for Bidvest to purchase further Bidvest shares through its subsidiary, the board has resolved that Bidvest should purchase the treasury shares from the subsidiary. The treasury shares will, following their repurchase, be cancelled as issued shares and restored to the status of authorised shares. 3 TERMS OF THE SPECIFIC REPURCHASE The specific repurchase will be performed at a price of R151.51 per Bidvest ordinary share, being the closing share price for Bidvest on the JSE exchange on Friday, October 22 2010. The specific repurchase will have no significant financial effect on Bidvest or its shareholders, other than in respect of transaction costs that are normally incurred in transactions of this nature, namely securities transfer tax (of approximately R10,509,199.49) and the RMB advisor and sponsor fee (R2 000 000) which in total amounts to approximately R12,5 million and represents 0.0236% of the Bidvest market cap of R53 billion, as at Friday, October 22 2010. As the specific repurchase is intra group no significant cash will be utilised and the financial effects have therefore not been disclosed. The specific repurchase will be effected in one transaction or in a series of transactions in aggregate of no more than 27 745 230 shares. All repurchases pursuant to this specific authority will be completed by no later than Friday, December 31 2010 provided all conditions precedent are met, i.e. final board approval obtained and confirmation of the registration of the specific resolution by CIPRO. The table below sets out the authorised and issued share capital of Bidvest before the specific repurchase: Share capital R`000 2010 Authorised share capital 540 000 000 (2009: 540 000 000) ordinary shares of 5 cents 27 000 each Issued share capital 350 144 745 (2009: 336 284 567) ordinary shares of 5 cents 17 507 each Share premium 81 258 31 040 351 Treasury shares 1 552 The table below sets out the authorised and issued share capital of Bidvest after the specific repurchase based on the maximum repurchase of 27 745 230 shares: Share capital R`000 2010 Authorised share capital 540 000 000 (2009: 540 000 000) ordinary shares of 5 cents 27 000 each Issued share capital 322 399 515 (2009: 336 284 567) ordinary shares of 5 cents 16 120 each Share premium 81 258 3 295 121 Treasury shares (remaining in The Bidvest Share 165 Incentive Scheme) Melrose Arch November 15 2010 Merchant bank and transaction sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Sponsor Investec Bank Limited Attorneys Edward Nathan Sonnenbergs Date: 15/11/2010 15:12:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. 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