Fulfillment of certain conditions precedent Amalgamated Appliance Holdings Limited The Bidvest Group Limited Incorporated in the Republic of South Africa Incorporated in the Republic of South Africa (Registration number 1997/004130/06) (Registration number 1946/021180/06) Share code: AMA ISIN: ZAE000012647 Share code: BVT ISIN: ZAE000117321 (“AMAP” or “the Company”) (“Bidvest”) JOINT ANNOUNCEMENT – UPDATE IN RESPECT OF CERTAIN CONDITIONS PRECEDENTS BEING FULFILLED REGARDING THE FIRM INTENTION BY BIDVEST TO MAKE AN OFFER TO ACQUIRE THE ENTIRE ISSUED ORDINARY SHARE CAPITAL OF AMAP THAT IT DOES NOT ALREADY OWN 1. INTRODUCTION Further to the announcement, dated 28 November 2012, where AMAP shareholders were advised that on 23 November 2012 the Board of Directors of AMAP (“the Board”) received a firm intention (“the firm intention”) from Bidvest to acquire the entire issued share capital of AMAP that it does not already own for an offer consideration of R3.50 per AMAP ordinary share (“the Offer” or “the Transaction”). Bidvest currently owns 58,500,000 shares in AMAP which constitutes approximately 27.57% of the issued ordinary share capital of AMAP. The firm intention to pursue the Transaction will be implemented by means of a scheme of arrangement in terms of section 114 of the Companies Act, 2008 (“the Companies Act”) (“the Scheme”). 2. CONDITIONS PRECEDENT 2.1 Bidvest confirms that the following conditions precedent applicable to the Transaction have been fulfilled to their satisfaction: - there has been no material change in the trading performance of AMAP and its subsidiaries for the period ending 30 November 2012; - the implementation of the Scheme will not materially contravene, violate, cause a default and/or breach of the terms of, and/or otherwise conflict with any material contract to which any company in the AMAP Group is a party. 2.2 Implementation of the Transaction remains subject to the fulfilment or waiver of the following conditions precedent by no later than 30 June 2013: Receipt of regulatory approvals, including but not limited to: - the JSE; - the Take-Over Regulation Panel (the “TRP”) (in terms of a compliance certificate to be issued in terms of the Companies Act in relation to the Scheme); - the South African Reserve Bank; and - the Competition Authorities. The Scheme shall be used as the mechanism to implement the Transaction. The Scheme shall in addition to the conditions precedent as set out above, be subject to the fulfilment or waiver (in whole or in part) of the following additional conditions precedent: - the approval of the Scheme by the requisite majority of AMAP shareholders, as contemplated in section 115 (2) of the Companies Act, and to the extent required, the approval of the implementation of such resolution by the Court; - within 30 business days following the AMAP shareholders meeting convened to approve the Scheme (“Scheme Meeting”), AMAP shareholders exercise appraisal rights in terms of section 164 of the Companies Act by giving valid demands in terms of section 164 (7) of the Companies Act, in respect of no more than 5% of the issued ordinary shares of AMAP, provided that, in the event that AMAP shareholders give notice objecting to the Scheme in terms of section 164 (3) of the Companies Act and/or vote against the resolutions proposed at the Scheme Meeting in respect of no more than 5% of the issued ordinary shares of AMAP, this condition shall be deemed to have been fulfilled at the time of the Scheme Meeting. The Conditions Precedent other than of a regulatory nature are stipulated for the benefit of Bidvest, who alone shall be entitled, in writing only, to waive the same or extend the date by which they are or anyone of them is to be fulfilled. 4 CIRCULAR TO SHAREHOLDERS A circular relating to the Transaction incorporating the terms of the Scheme of Arrangement and a notice of general meeting and form of proxy will be posted to shareholders in due course. Johannesburg 21 December 2012 Transaction advisor and Sponsor to AMAP: Bridge Capital Advisors (Proprietary) Limited Legal Advisor to AMAP: Eversheds Investment Bank, Sponsor and Transaction Advisor to Bidvest: Investec Bank Limited Legal Advisor to Bidvest: ENS Date: 21/12/2012 01:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.