Proposed offer by Bidvest to acquire up to 100% 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”) PROPOSED OFFER BY BIDVEST TO ACQUIRE UP TO 100% OF ADCOCK INGRAM HOLDINGS LIMITED (“Adcock”) 1. Introduction Shareholders are referred to the Securities Exchange News announcement released by Adcock today detailing, subject to certain conditions precedent, the termination of its existing BEE transaction and the implementation of a new BEE transaction (the “Announcement”). As set out in the Announcement, upon the termination of Adcock’s existing BEE transaction, Blue Falcon Trading 69 Proprietary Limited (“Blue Falcon”) and the Mpho ea Bophelo Trust (the “Bophelo Trust”) will collectively retain 2,571,000 dividend-acquired Adcock ordinary shares (the “Dividend Shares”). 2. Rationale for the Proposed Offer Bidvest has agreed with Blue Falcon and the Bophelo Trust to purchase the Dividend Shares at R52.00 per Adcock ordinary share for cash. This purchase however requires such Dividend Shares to be released from the restrictions contained in the existing Adcock BEE transaction. The board of directors of Adcock has consented to such release of the Dividend Shares subject to: • Adcock ordinary shareholders approving the cancellation of the existing Adcock BEE transaction and accordingly enabling the release; and • Bidvest making an offer at the same price (R52.00 per Adcock share) to all Adcock ordinary shareholders. Accordingly, Bidvest intends to make an offer to acquire from Adcock ordinary shareholders all outstanding ordinary shares of Adcock, excluding treasury shares, not already beneficially owned by Bidvest at R52.00 per share in cash (the “Proposed Offer”). Furthermore, the making of the Proposed Offer will remove the uncertainty surrounding Bidvest’s intention to acquire the remaining Adcock ordinary shares that it does not already own and the implementation thereof will provide Adcock ordinary shareholders with certainty in this regard. 3. Terms of the Proposed Offer The offer consideration payable by Bidvest to Adcock ordinary shareholders who accept the Proposed Offer will be R52.00 in cash per Adcock share (“Offer Consideration”). The Offer Consideration represents a premium of 13% to the Volume Weighted Average Price per Adcock share for the 30 days ended February 20 2015, being R46.03. The Proposed Offer will be made in due course in compliance with the relevant regulatory requirements and will be conditional upon such regulatory approvals and/or consents as may be required, including the approval of the Takeover Regulation Panel. To the extent required, the approval of the competition authorities has already been obtained. February 23 2015 Johannesburg Investment Bank, Financial Advisor and Sponsor Investec Bank Limited Legal Advisor Edward Nathan Sonnenbergs Inc. Date: 23/02/2015 08:36:00 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.