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 01 December 2025,
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, Bidvest
issues guarantees, suretyships and indemnities to third parties for finance and other facilities granted
by those third parties to Group subsidiary companies.

Accordingly, the Bidvest board has adopted the following resolutions authorising the Company to
provide direct or indirect financial assistance:

  i.    Renewal of the Guarantee and Indemnity agreement signed with Standard Bank Namibia
        Limited for the provision of general banking facilities to Bidvest Namibia Limited to the
        maximum value of N$450,000,000 (Four Hundred and Fifty Million Namibian Dollars). This
        Guarantee and Indemnity agreement replaces and supersedes the previous guarantee and
        indemnity of the same value provided by Bidvest;

  ii.   Renewal of the Master Agreements Governing the Issue of Guarantees signed with Citibank,
        N.A., South Africa Branch for the provision of general banking facilities to BIC Services Australia
        and PHS Services Ltd to the maximum value of AUD5 000 000 (Five Million Australian Dollars)
        and GBP5 000 000 (Five Million British Pounds), respectively. These Guarantees replace and
        supersede the previous guarantees of the same value provided by Bidvest; and

 iii.   New Guarantee and Indemnity agreement signed with Barclays Bank plc for the provision of
        general banking facilities to The Bidvest Group (UK) plc to the maximum value of GBP20 000 000
        (Twenty Million British Pounds).

The board has confirmed that, after considering the reasonably 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 by Section 4 of the Act and that the
terms under which such financial assistance is given are fair and reasonable to the Company.

Date: 20 August 2026

Johannesburg
Sponsor: Investec Bank Limited
Date: 20/08/2026 12:16:00
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