Proposed Acquisition of up to 34.5% of Adcock Ingram Holdings Limited. The Bidvest Group Limited Incorporated in the Republic of South Africa (Registration number 1946/021180/06) Share Code: BVT ISIN: ZAE000117321 (“Bidvest”) Community Investment Holdings Proprietary Limited Incorporated in the Republic of South Africa (Registration number 1995/007296/07) (“CIH”) Proposed acquisition of up to 34.5% of Adcock Ingram Holdings Limited ("Adcock") 1. Introduction Adcock shareholders are hereby advised that Bidvest, acting on behalf of a consortium (“the Consortium”) comprising Bidvest and CIH, hereby makes a cash offer (“the Offer”) to acquire up to 34.5% of the issued ordinary shares in Adcock (excluding treasury shares). Bidvest currently owns approximately 4% of the issued ordinary shares in Adcock (excluding treasury shares). 2. The Consortium’s Empowerment Credentials CIH was established in 1995 by Dr Anna Mokgokong and Joe Madungandaba. It is the largest fully compliant BEE company operating in South Africa’s pharmaceutical sector. The company is 100% black-owned, with operations in South Africa and sub-Saharan Africa, has a proven track record and holds significant interests in the Healthcare, Technology & Telecommunication, Logistics, Mining and Power and Energy sectors. Bidvest is a Level 3 contributor and since the formation of the Bidvest/Dinatla (Bidvest’s BEE shareholders) relationship in 2003, value in excess of R3 billion has been delivered to Dinatla stakeholders. Bidvest’s aforementioned empowerment credentials, together with the participation of CIH in the Consortium will significantly add to the total BEE participation in Adcock. 3. Rationale for Acceptance of the Offer The Offer is open for acceptance immediately. On acceptance of the Offer, Adcock shareholders participating in the Offer will immediately receive an upfront cash consideration of R70.00 per Adcock ordinary share. The Offer is a significant direct investment by the Consortium of approximately R4 billion and will be funded by way of the Consortium’s own available cash resources. In addition to its ease of implementation and transaction cost efficiency from both an Adcock shareholder and Consortium perspective, the Offer is unconditional. In order to ensure participation in the Offer, Adcock shareholders need to tender their acceptances in accordance with the procedure in paragraph 4 without delay. If the Offer is accepted in full, the Consortium will hold 34.5% of the issued ordinary shares in Adcock (excluding treasury shares). As a significant Adcock shareholder the Consortium will allow Adcock shareholders to benefit not only from the immediate upfront cash consideration, but the Consortium’s committed participation in Adcock going forward. In particular, the Consortium’s composition of South African companies with a collective 38 year successful track record of uninterrupted growth and experience, will allow Adcock to benefit from: ? a strong shareholder base; ? no immediate upfront requirement to increase the current gearing of Adcock; ? a further enhanced BEE status, particularly given CIH’s strong pharmaceutical credentials and Bidvest’s track record of value creation and strong empowerment credentials. Adcock’s existing BEE structures will remain in place; and ? a continued primary listing on the JSE Limited with shareholders having a substantial residual direct participation in the performance and dividends of Adcock going forward. Bidvest, as lead of the Consortium, has a proven track record of successfully adopting this same model of acquiring meaningful shareholdings across a diverse spectrum of companies. This has enabled all stakeholders in these companies to benefit from consistent, significant value creation through Bidvest’s direct and continued management involvement in these companies. 4. Terms and Mechanics of the Offer In terms of the Offer: - the Consortium offers to acquire up to 34.5%, including the Adcock shares already held by Bidvest, of the issued ordinary shares of Adcock (excluding treasury shares) from Adcock shareholders on a first come first serve basis - the Offer will be settled by a cash consideration of R70.00 per Adcock ordinary share - any Adcock shareholder who wishes to accept the Offer must do so through its broker. For this purpose Adcock shareholders’ respective brokers are advised to contact Rodney Marthinusen at Investec Securities Limited, Bidvest’s brokers, on +27 11 286 4543. 5. The Offer Period The Offer will open for acceptance from 09:00 on Monday, December 2 2013 and the closing date of the Offer will be announced on SENS and in the press. Johannesburg December 2 2013 Sponsor Investec Bank Limited Financial advisor to the Consortium Investec Bank Limited Legal advisor to the Consortium Edward Nathan Sonnenbergs Date: 02/12/2013 07:05:00 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.