Results of the General Meeting of Bidvest Shareholders and Finalisation Information in relation to the Unbundling 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” or “the Group”) ANNOUNCEMENT RELATING TO: - THE RESULTS OF THE GENERAL MEETING OF BIDVEST SHAREHOLDERS RELATING TO THE LISTING AND UNBUNDLING BY BIDVEST OF ALL ITS SHARES IN BID CORPORATION LIMITED (“BIDCORP”) TO BIDVEST SHAREHOLDERS; AND - THE FINALISATION INFORMATION IN RELATION TO THE UNBUNDLING 1. Introduction Bidvest shareholders (“Shareholders”) are referred to the circular to Shareholders dated April 14 2016 (“Circular”) which sets out the details of the proposed listing by way of introduction of the entire issued share capital of BidCorp in the Food Retailers and Wholesalers sector of the main board of the JSE Limited (“JSE”) (“the Listing”) and the proposed unbundling by Bidvest of all its shares in BidCorp to Shareholders by way of a distribution in specie (“the Unbundling”). Shareholders are advised that, at the general meeting of Shareholders held on May 16 2016 (“General Meeting”), convened in terms of the notice of the General Meeting contained in the Circular, the resolutions to approve, inter alia, the Unbundling, were passed by the requisite majority of Shareholders. 2. Results of the General Meeting Details of the results of the voting are as follows: Total issued share capital: *327 802 293 Total number of shares 242 477 239 present/represented at the General being 73.97% of the total votable shares Meeting: *Number of shares (excludes 7 601 919 treasury shares) in issue at the date of the General Meeting. Special Resolution number 1: Approval for the Unbundling in terms of section 112 of the South African Companies Act, 71 of 2008, as amended (“Companies Act”) Shares voted For Against Abstentions 242 477 239 242 295 003 104 182 132 being 73.97% being 99.9% of being 0.0% of being 0.1% of of total the the total the total the total issued issued shares voted shares voted shares issued shares Special Resolution Number 2: Approval of the treatment of outstanding share awards under the Bidvest Incentive Scheme Shares voted For Against Abstentions 242 477 239 232 668 326 9 423 294 385 619 being 73.97% being 95.9.0% being 3.9% of being 0.2% of of the total of the total the total the total issued issued shares voted shares voted shares shares Special Resolution Number 3: Approval of the Bidvest Group Share Appreciation Rights Plan Shares voted For Against Abstentions 242 477 239 226 333 740 14 563 072 1 580 427 being 73.97% being 93.3% of being 6.0% of being 0.7% of of total the total the total the total issued issued shares voted shares voted shares shares Ordinary Resolution Number 1: Directors’ authority Shares voted For Against Abstentions 242 477 239 242 138 085 157 022 182 132 being 73.97% being 99.9% of being 0.0% of being 0.1% of of total the the total the total the total issued issued shares voted shares voted shares shares The only remaining suspensive condition in relation to the Unbundling is the Takeover Regulation Panel issuing a certificate of compliance in respect of the Unbundling in terms of Section 115 of the Companies Act. 3. Details of the entitlement ratio Bidvest will unbundle its shares in BidCorp in the ratio of 1 BidCorp share for every 1 Bidvest ordinary share held by a Shareholder on June 3 2016 (“Record Date”). 4. Salient dates and times The table below sets out the remaining salient dates and times in relation to the Listing and the Unbundling: 2016 Last day to trade in Bidvest shares on the Friday, May 27 JSE to participate in Unbundling Listing of BidCorp from the commencement Monday, May 30 of business (JSE share code: BID and ISIN: ZAE000216537) Bidvest shares trade ex entitlement to Monday, May 30 BidCorp distribution shares Announcement of specified ratio in respect Tuesday, May 31 of apportionment of costs/base costs of BidCorp for taxation/CGT purposes released on the Stock Exchange News Service of the JSE Announcement of specified ratio in respect Wednesday, June 1 of apportionment of costs/base costs of BidCorp for taxation/CGT purposes published in the press BidCorp shares unbundled to Bidvest Monday, June 6 Shareholders Shareholder's account with Central Monday, June 6 Securities Depository Participant or broker updated Shares may not be dematerialised or rematerialised between Monday, May 30 2016 and Friday, June 3 2016. Johannesburg May 16, 2016 Investment bank and transaction Legal advisers sponsor The Standard Bank of South Africa Edward Nathan Sonnenbergs Inc Limited Independent reporting accountants Transaction tax advisers and auditors to Bidvest Deloitte & Touche Cliffe Dekker Hofmeyr Inc Reporting accountants and auditors to BidCorp KPMG Inc. Date: 16/05/2016 04:47:00 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.