THE BIDVEST GROUP LIMITED - Notice in terms of section 45(5) of the Companies Act of 2008 as amended

Notice in terms of section 45(5) of the Companies Act of 2008 as amended

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”)


NOTICE IN TERMS OF SECTION 45(5) OF THE COMPANIES ACT OF 2008 AS AMENDED

Shareholders are advised that at the annual general meeting of Bidvest held on 28 November 2019,
shareholders approved and passed a special resolution in terms of Section 45 of the Companies act of
2008, as amended (“the Act”) authorising the Company to provide financial assistance to among
others, related or inter-related companies or corporations of the Company.

Section 45(5) of the Act requires a company to provide written notice to shareholders of the adoption
of a board resolution to provide financial assistance, if the value and/or obligations of the financial
assistance so contemplated together with any previous such resolutions during the financial year,
exceeds one-tenth of 1% of the company’s net worth at the time of the resolution.

In order to give effect to the treasury requirements of the Bidvest Group from time to time, guarantees
and suretyships are issued to third parties for finance and other facilities granted by those third parties
to Group subsidiary companies.

Accordingly, the Bidvest board has adopted a resolution authorising the Company to provide direct or
indirect financial assistance pursuant to the Suretyship signed with Investec Limited for the provision
of general banking facilities to certain group subsidiary companies to the maximum value of
R1 300 000 000. The Surety given replaces and supersedes previous Sureties given.

The board has confirmed that, after considering the reasonable foreseeable financial circumstances
of the Company, it is satisfied that, immediately after providing such financial assistance, the Company
would satisfy the solvency and liquidity test, as contemplated in terms of Section 4 of the Act and that
the terms under which such financial assistance was given were fair and reasonable to the Company.

Date: 4 May 2020

Johannesburg

Sponsor: Investec Bank Limited

Date: 04-05-2020 04:49:00
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