Bidvest BEE Presentation

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Black Economic Empowerment at BIDVEST November
2003
From diversity comes strength
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Group organogram

Many of our businesses are directly empowering
the communities they serve
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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
• Bidvests BEE strategy will reflect the
  underlying Bidvest philosophy of retaining 100
  ownership of subsidiaries and 100 control of
  cash flow to drive future growth
• Bidvests 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

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Bidvests 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 at R500million
• Bidvest is one of only three South African
  companies selected as a component member of the
  Dow Jones Sustainability World Index 2004

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Bidvests 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
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Bidvests Dinatla initiative

• Dinatla Investment Holdings is a broad-based
  black empowerment consortium comprising 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 50 Northern Cape
• Tlhware Trading Northwest Province
• Still to be nominated Mpumalanga
• New Heights 269 Limpopo
• The Bidvest Dinatla Trust

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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 Bidvests 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
• Subject to Court approval implementation on
  December 8 2003

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Unique features of transaction
Call option for 5
Distributions
BidBEE units listed on JSE
100
Specified distributions
Dinatla obligation
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
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BEE shareholding across Bidvest
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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
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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
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Bidvest Charter

• First of its kind enterprise-based charter
• Reflects the requirements of the DTI Scorecard
• Will be the framework for the Groups
  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

Im 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
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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

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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)

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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

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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 Groups strategic decision-making
  process

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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)
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Preferential procurement

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

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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
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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 theres 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 Were
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