Bidvest : 27th November 2020 - 2020 AGM results; engagement with dissenting shareholders; incentive awards

THE BIDVEST GROUP LIMITED ("Bidvest" or "The Group")

(Incorporated in the Republic of South Africa) (Registration number 1946/021180/06)

JSE Share code: BVT

ISIN: ZAE000117321

REPORT ON ANNUAL GENERAL MEETING PROCEEDINGS ("AGM"); ENGAGEMENT WITH DISSENTING SHAREHOLDERS; GRANTING OF SHORT-TERM AND LONG-TERM INCENTIVE AWARDS

1. RESULTS OF THE AGM

Bidvest shareholders are advised that at the AGM of the Company held on Friday, 27 November 2020, all the ordinary and special resolutions were passed by the requisite majority votes, except for the non-binding advisory votes relating to the endorsement of the remuneration policy and the implementation report.

Bidvest confirms the voting statistics from the AGM as follows:

Total number of shares that can be exercised at the meeting	100%	339 769 509
Total number of shares present/represented including proxies at the meeting as
% of voteable shares					75%	255 502 557
Total number of shares present/represented including proxies at the meeting as
% of issued shares					75%	255 502 557
Total number of members present in person							9
Issued Shares				100%	340 274 346
 Disclosed as a percentage of the voteable shares
 Disclosed as a percentage of the total issued capital
Ordinary Resolution 1.1 Re-election of directors that retire by rotation : EK Diack
	For	Against	Abstain			Shares voted
	254 327 999			952 442			222 116			255 280 441
	99,63%			0,37%			0,07%			75,13%
							0,07%			75,02%
Ordinary Resolution 1.2 Re-election of directors that retire by rotation: GC McMahon
	For	Against	Abstain			Shares voted
	254 838 991			441 450			222 116			255 280 441
	99,83%			0,17%			0,07%			75,13%
							0,07%			75,02%
Ordinary Resolution 1.3 Re-election of directors that retire by rotation: AK Maditse
	For	Against	Abstain			Shares voted
	250 488 577			4 784 864			229 116			255 273 441
	98,13%			1,87%			0,07%			75,13%
							0,07%			75,02%
Ordinary Resolution 2.1 Election of non-executive directors: MJD Ruck
	For	Against	Abstain			Shares voted
	255 235 852			44 589			222 116			255 280 441
	99,98%			0,02%			0,07%			75,13%
							0,07%			75,02%

Ordinary Resolution 2.2 Election of non-executive directors: N Siyotula
	For		Against	Abstain		Shares voted
	233 616 639		21 656 802			229 116		255 273 441
	91,52%		8,48%			0,07%		75,13%
						0,07%		75,02%
Ordinary Resolution 3 Re-appointment of independent external auditor
	For		Against	Abstain		Shares voted
	254 171 050		1 100 191			231 316		255 271 241
	99,57%		0,43%			0,07%		75,13%
						0,07%		75,02%

Ordinary Resolution 4.1 Election of members of the audit committee - EK Diack, subject to being re-elected as a director

	For		Against		Abstain		Shares voted
	254 410 926		869 515		222 116		255 280 441
	99,66%		0,34%		0,07%		75,13%
					0,07%		75,02%
Ordinary Resolution 4.2 Election of members of the audit committee - RD Mokate
	For		Against		Abstain		Shares voted
	250 919 525		4 360 916		222 116		255 280 441
	98,29%		1,71%		0,07%		75,13%
					0,07%		75,02%

Ordinary Resolution 4.3 Election of members of the audit committee - N Siyotula, subject to being elected as a director

	For		Against		Abstain		Shares voted
	237 597 607		17 675 834		229 116		255 273 441
	93,08%		6,92%		0,07%		75,13%
					0,07%		75,02%
Ordinary Resolution 4.4 Election of members of the audit committee - NW Thomson
	For		Against		Abstain		Shares voted
	252 280 969		2 999 472		222 116		255 280 441
	98,83%		1,17%		0,07%		75,13%
					0,07%		75,02%

Ordinary Resolution 5 Placing authorised by unissued ordinary shares under the control of directors
	For		Against	Abstain			Shares voted
	229 333 073		25 947 968		221 516			255 281 041
	89,84%		10,16%		0,07%			75,13%
					0,07%			75,02%
Ordinary Resolution 6 General authority to issue shares for cash
	For		Against	Abstain			Shares voted
	228 902 199		26 372 076		228 282			255 274 275
	89,67%		10,33%		0,07%			75,13%
					0,07%			75,02%
Ordinary Resolution 7 Payment of dividend by way of pro rata reduction of share capital or share premium
	For		Against	Abstain			Shares voted
	254 243 100		1 038 975		220 482			255 282 075
	99,59%		0,41%		0,06%			75,13%
					0,06%			75,02%
Ordinary Resolution 8 Ratification relating to personal financial interest arising from multiple offices in the Group
	For		Against	Abstain			Shares voted
	242 223 778		9 874 389		3 404 390			252 098 167
	96,08%		3,92%		1,00%			74,20%
					1,00%			74,09%
Ordinary Resolution 9 Directors' authority to implement special and ordinary resolutions
	For		Against	Abstain			Shares voted
	252 366 985		2 914 540		221 032			255 281 525
	98,86%		1,14%		0,07%			75,13%
					0,06%			75,02%
Non-binding advisory vote - Remuneration policy
	For		Against	Abstain			Shares voted
	183 328 738		71 901 577		272 242			255 230 315
	71,83%		28,17%		0,08%			75,12%
					0,08%			75,01%
Non-binding advisory vote - Endorsement Implementation of remuneration policy
	For		Against	Abstain			Shares voted
	185 115 689		70 149 932		236 936			255 265 621
	72,52%		27,48%		0,07%			75,13%
					0,07%			75,02%

Special resolution 1 Adoption of new Memorandum of Incorporation
	For		Against	Abstain		Shares voted
	244 001 545		8 987 791		2 513 221		252 989 336
	96,45%		3,55%		0,74%		74,46%
					0,74%		74,35%
Special resolution 2 Non-executive director remuneration
	For		Against	Abstain		Shares voted
	249 228 147		6 019 472		254 938		255 247 619
	97,64%		2,36%		0,08%		75,12%
					0,07%		75,01%
Special resolution 3 General authority to repurchase shares
	For		Against	Abstain		Shares voted
	250 911 000		4 138 338		453 219		255 049 338
	98,38%		1,62%		0,13%		75,07%
					0,13%		74,95%

Special resolution 4 General authority to provide financial assistance to related or inter-related companies and corporations

For		Against		Abstain		Shares voted
245 609 109		9 672 816		220 632		255 281 925
96,21%		3,79%		0,06%		75,13%
				0,06%		75,02%

2. ENGAGEMENT WITH DISSENTING SHAREHOLDERS

In light of the above AGM result, Bidvest invites those shareholders who voted against the remuneration policy and implementation report at the AGM ("dissenting shareholders") to forward written submissions on the remuneration policy and implementation report to the company secretary ([e-mail]) by close of business on Friday, 22 January 2021. Meetings will be arranged, if appropriate, with individual dissenting shareholders.

3. GRANTING OF CONDITIONAL SHARE AWARDS IN TERMS OF THE 2008 BIDVEST CSP

Executive Directors have been awarded Conditional Share (CSP) Awards in terms of the 2008 Bidvest Group CSP, approved by shareholders at the annual general meeting in November 2008. CSP Awards are subject to performance conditions for the period starting 1 July 2020 and ending 30 June 2023. Subject to performance, vesting will occur in September 2023 and September 2024. The Remuneration Committee has given approval for the following individual allocations.

Conditional share awards are as follows:

Executive Directors:
NT Madisa	134 000 conditional share awards
MJ Steyn	57 000 conditional share awards
GC McMahon	46 000 conditional share awards