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Black Economic Empowerment at BIDVEST November 2003. “From diversity comes strength”. Group organogram. Many of our businesses are directly empowering the communities they serve. Bidvest rationale and philosophy for BEE.

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“From diversity comes strength”


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    1. Black Economic Empowerment at BIDVEST November 2003 “From diversity comes strength”

    2. Group organogram Many of our businesses are directly empowering the communities they serve

    3. Bidvest rationale and philosophy for BEE • To sustain the political transformation South Africa requires economic transformation • BEE is a national, business and socio-economic imperative for South Africa • Empowerment should not be determined by percentages. It should be measured on the rand value of projects and wealth created, educational initiatives and skills development • Bidvest’s BEE strategy will reflect the underlying Bidvest philosophy of retaining 100% ownership of subsidiaries and 100% control of cash flow to drive future growth • Bidvest’s BEE strategy will deliver true BEE influence in line with The Department of Trade and Industry (DTI) Strategy for broad-based economic empowerment and its associated BEE bill, and the BEE scorecard

    4. Bidvest’s BEE initiatives • Considerable emphasis on educational initiatives and skills development over the years • First empowerment shareholding in Bidvest taken up in 1996 • Women Investment Portfolio Holdings (5%) • Worldwide African Investment Holdings (5%) • Also significant investment through joint ventures and direct equity stakes was undertaken at divisional level • Prior to this 2003 BEE equity transaction Bidvest estimated the enterprise value of the BEE businesses within Bidvest atR500million • Bidvest is one of only three South African companies selected as a component member of the Dow Jones Sustainability World Index 2004

    5. Bidvest’s Dinatla initiative • 2003 BEE transaction valued at R2,1 billion • Dinatla Investment Holdings, a broad-based BEE consortium,to become a 15%shareholder in Bidvest • Board restructuring to reflect Dinatla initiative • Bidvest Charter (enterprise based) • Ongoing and Proposed Initiatives • Employment Equity • Skills Development • Corporate Social Investment (CSI) Initiatives • Affirmative Procurement • The Bidvest Dinatla Trust “These initiatives allow for a broad-based and representative empowerment grouping to share and have influence in the mainstream economy and in the future of Bidvest, both in South Africa and internationally.” Brian Joffe

    6. Bidvest’s Dinatla initiative • Dinatla Investment Holdings is a broad-based blackempowerment consortiumcomprising a number of national and regional organisations • Majority shareholders who already have a long standing BEE relationship with Bidvest: • WDB Investment Holdings is a subsidiary of the WDB Trust • Bassap Investments • Regional representation includes: • Nandi Heritage House KwaZulu-Natal • Ukuvula Investments Eastern Cape • Jalang Investment Gauteng • Culca Investments Free State • Silverknight Properties 50Northern Cape • Tlhware TradingNorthwest Province • Still to be nominated Mpumalanga • New Heights 269 Limpopo • The Bidvest Dinatla Trust

    7. The Dinatla initiative • Dinatla Investment Holdings to become a 15% shareholder • BEE consortium to take up 45 000 000 shares (15%) equity stake in Bidvest – single largest shareholder – worth approximately R2,1 billion • Shareholding at holding company level and inclusive of both local and international assets • Delivers massive BEE influence • Voting rights acquired, together with shares, and commence on implementation • Payment for shares will be made in October 2006 – amount payable will be the market price but subject to a minimum of R42 and a maximum of R60 per share • Dinatla has the right to early settlement at any time • No encumbrance on Bidvest’s balance sheet • A new company, BidBEE, will be established and its securities listed on the JSE to own, manage and distribute the consideration • Shareholders passed the transaction at a scheme meeting on November 10 2003 • Subjectto Court approval – implementation on December 8 2003

    8. Unique features of transaction Call option for 5% Distributions BidBEE units listed on JSE 100% Dinatla obligation Specified distributions 15% “Our innovative and unique initiatives will position Bidvest for participation in private and public opportunities providing us with an additional platform for growth in the future.” - Brian Joffe

    9. BEE shareholding across Bidvest

    10. Bidvest BEE effective shareholding Shareholder Register as at 30 June 2003 On implementation of Dinatla initiative: Before: Pension funds, insurance companies, unit and investment trusts, and other managed funds Private investors Dinatla Investment Holdings Total: Of that: Foreign registered funds Empowerment Institutions Additional shares under control of BEE asset managers 90,8% 9,2% - 100,0% 11,5% 30,1% 23,5% 6,6% 77,2% 7,8% 15,0% 100,0% 9,8% 40,5% 34,9% 5,6%

    11. Bidvest and divisional board appointments • Bidvest Board • Dinatla to appoint several directors to the Bidvest Board • Further Board restructuring to follow • New Bidvest Executives • Muriel Dube – Appointed to the Bidvest Board as Commercial Director • Lionel Jacobs of Bassap Investments(a core shareholder in Dinatla) • Appointed to the Bidvest Board – Commercial Director, Bidserv • Thembi Kunene – Commercial Director, Bidfreight and Bidfreight Terminals and Executive Director of Safcor Panalpina • Lesibana Ledwaba – Financial Director, Rennies Travel “Our BEE partners will add real value to the everyday business of Bidvest as well as help us implement BEE transformation.” Brian Joffe

    12. Bidvest Charter • First of its kind – enterprise-based charter • Reflects the requirements of the DTI Scorecard • Will be the framework for the Group’s continuing transformation • Objectives include • Active BEE participation through employment equity at • executive,divisional and operational level • Skills development • Affirmative procurement • Recruitment of personnel • Enterprise development • Building BEE supplier capacity “I’m hoping that, with our empowerment partners, Bidvest will become an influential empowerment group, assisting the historically disadvantaged to have influence in the mainstream economy.” Brian Joffe

    13. Ongoing and proposed initiatives • Numerous initiatives implemented at divisional level • Decentralised approach allows initiatives to address the specific needs and opportunities available within each division • Legal compliance by all business units • Comprehensive sustainability and BEE report to be compiled to monitor ongoing initiatives across the Group – due November 2003 • Targets will be incorporated into the Bidvest Charter

    14. Employment equity • Bidvest is above the national average for Employment Equity • Between October 2001 and October 2002 total staff complement grew by 20,62%. The majority of new staff were black males (an increase of 33%) and black females (an increase of 15%)

    15. Skills development • Bidvest is committed to training and developing its staff • Training for black males and females doubled between 2000 and 2002 • Training may be associated with movement to junior management positions • Training costs in 2003 amounted to R37,2 million

    16. Skills development(continued) • The Bidvest Academy • Has been established as a vibrant and dynamic forum which will add real value to Bidvest • Each six-month programme aims to transfer both business and leadership skills to young executives (under 40 years of age) not currently involved in the Group’s strategic decision-making process

    17. Corporate Social Investment • These initiatives are undertaken at the discretion of divisions based on their understanding of the needs of the community in which they operate • To the value of R11,4 million in 2003 Educational ‘Back to School’ rebate project CIDA City Campus Crown National Adult Aducation Programme Hill High School Adult Education Programme Rally to Read Reach and Teach Safcor Panalpina education bursaries Steiner Hygiene Educational Roadshow Financial Support Avril Elizabeth Home Give Kids the World Namsov Community Trust Nelson Mandela Children's Fund Outreach Program Reach for the Hand SAPS Hillbrow Children Project Youth are our Future Employment The Business Trust Cotac Bridging Programme Rennies Travel Internship Programme Sasko Sally Thola Baking Training Centre Health, Environmental and Other Centre for the Rehabilitation of Wildlife (CROW) Good Luck Foods Masithwalisani Methodist (HIV/AIDS Single Mothers) Nurturing Orphans of Aids for Humanity (NOAH) Queen Noti Clinic, Tsolo Topsy Foundation (AIDS orphans)

    18. Preferential procurement • Bidvest’s procurement in South Africa is estimated at R30 billion • Targets are being set in accordance with the DTI scorecard • Should only 10% of Bidvest’s procurement in South Africa be targeted to be spent with affirmative suppliers, this would amount to R3 billion per annum

    19. The Bidvest Dinatla Trust • Has been founded to serve the educational and social needs of Bidvest employees, their dependents and their communities • The Trust will have a strong HDI focus • Initiatives may include, but will not be limited to: skills development programmes, educational support, family support programmes, health interventions and Bidvest community development • Bidvest will provide initial funding of R1 million per annum to facilitate Trust initiatives until the Trust itself is income producing “We want to facilitate the ongoing development of employee skills and participation in value creation across the Group.” Brian Joffe

    20. Bidvest BEE “The R2,8 billion Bidvest/Dinatla Black Bconomic Empowerment deal was unique and a cleverly done arrangement,” - Mike Lawrenson, Coronation Fund Managers “We support the deal and our view is that although there’s a cost to shareholders...we believe the benefit of the deal exceeds the cost because it positions Bidvest as an empowered company, …the potential upside is much, much greater than the cost of the deal.”Alan Miller, Chief Executive, Stanlib Asset Managers “We’re happy that the black empowerment consortium is a well structured organisation and that there will be a substantial number of people benefiting. Bidvest could also benefit from being one of the first big industrial groups, whose interests cross a wide spectrum of the economy, to do a significant empowerment transaction at group level,” Rob Forsyth, Investec “On implementation of the Dinatla transaction Bidvest will be well placed in all areas outlined in the DTI Scorecard,” - Brian Joffe “We once again commend you on your deal and wish to state upfront that Sanlam Investment Management (SIM) is fully supportive of and committed to Black Economic Empowerment,” – Johan van der Merwe, Chief Executive Officer, SIM