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Report on Annual General Meeting Proceedings and Granting and Acceptance of Long-Term Incentive Awards
THE BIDVEST GROUP LIMITED
("Bidvest" or "the Group" or "the Company")
(Incorporated in the Republic of South Africa)
(Registration number 1946/021180/06)
JSE Share code: BVT
ISIN: ZAE000117321
BIDVESTCO LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1966/011512/06)
Company code: BIBIDV
LEI: 3789004678BDF4374378
REPORT ON ANNUAL GENERAL MEETING PROCEEDINGS ("AGM") AND GRANTING AND ACCEPTANCE OF LONG-TERM INCENTIVE AWARDS
1. RESULTS OF THE AGM
Bidvest shareholders are advised that at the AGM of members held on Monday, 1 December 2025 all the
ordinary and special resolutions, with the exception of special resolution 1, were passed by the requisite majority
votes. As a remedy, Bidvest will recover the expenses paid from the relevant non-executive directors.
Bidvest confirms the voting statistics from the AGM as follows:
Total number of shares that can be exercised at the meeting 100% 340 274 346
Total number of shares present/represented including proxies at the meeting
as % of voteable shares 77% 260 746 477
Total number of shares present/represented including proxies at the meeting
as % of issued shares 77% 260 746 477
Total number of members present in person 9
Issued Shares 100% 340 274 346
(1) Disclosed as a percentage of the voteable shares
(2) Disclosed as a percentage of the total issued capital
Ordinary Resolution No 1.1: Re-election of directors that retire by rotation - Dr RD Mokate
For Against Abstain Shares voted
243 437 021 16 699 956 609 490 260 136 977
93.58% 6.42% 0.18% (1) 76.45%
0.18% (2) 76.45%
Ordinary Resolution No 1.2: Re-election of directors that retire by rotation - Mr BF Mohale
For Against Abstain Shares voted
233 617 269 26 577 144 552 054 260 194 413
89.79% 10.21% 0.16% (1) 76.47%
0.16% (2) 76.47%
Ordinary Resolution No 1.3: Re-election of directors that retire by rotation - Ms FN Khanyile
For Against Abstain Shares voted
246 851 610 13 342 803 552 054 260 194 413
94.87% 5.13% 0.16% (1) 76.47%
0.16% (2) 76.47%
Ordinary Resolution No 1.4: Re-election of directors that retire by rotation - Ms MG Khumalo
For Against Abstain Shares voted
260 100 499 93 914 552 054 260 194 413
99.96% 0.04% 0.16% (1) 76.47%
0.16% (2) 76.47%
Ordinary Resolution No 2: Re-appointment of independent external auditor
For Against Abstain Shares voted
258 650 783 1 357 105 738 579 260 007 888
99.48% 0.52% 0.22% (1) 76.41%
0.22% (2) 76.41%
Ordinary Resolution No 3.1: Election of members of the Audit committee - Ms SN Mabaso-Koyana (chair)
For Against Abstain Shares voted
242 902 548 17 234 467 609 452 260 137 015
93.37% 6.63% 0.18% (1) 76.45%
0.18% (2) 76.45%
Ordinary Resolution No 3.2: Election of members of the Audit committee - Dr RD Mokate, subject to being elected as a
director
For Against Abstain Shares voted
242 254 289 17 882 726 609 452 260 137 015
93.13% 6.87% 0.18% (1) 76.45%
0.18% (2) 76.45%
Ordinary Resolution No 3.3: Election of members of the Audit committee - Ms L Boyce
For Against Abstain Shares voted
256 859 826 3 334 625 552 016 260 194 451
98.72% 1.28% 0.16% (1) 76.47%
0.16% (2) 76.47%
Ordinary Resolution No 3.4: Election of members of the Audit committee - Ms MG Khumalo, subject to being elected as
a director
For Against Abstain Shares voted
260 096 802 97 649 552 016 260 194 451
99.96% 0.04% 0.16% (1) 76.47%
0.16% (2) 76.47%
Ordinary Resolution No 3.5: Election of members of the Audit committee - Mr KL Shuenyane
For Against Abstain Shares voted
260 033 716 160 735 552 016 260 194 451
99.94% 0.06% 0.16% (1) 76.47%
0.16% (2) 76.47%
Ordinary Resolution No 4.1: Election of members of the Social, Ethics & Transformation committee - Ms FN Khanyile
(chair), subject to being elected as a director
For Against Abstain Shares voted
259 956 752 237 699 552 016 260 194 451
99.91% 0.09% 0.16% (1) 76.47%
0.16% (2) 76.47%
Ordinary Resolution No 4.2: Election of members of the Social, Ethics & Transformation committee - Mr BF Mohale,
subject to being elected as a director
For Against Abstain Shares voted
239 586 907 20 607 544 552 016 260 194 451
92.08% 7.92% 0.16% (1) 76.47%
0.16% (2) 76.47%
Ordinary Resolution No 4.3: Election of members of the Social, Ethics & Transformation committee - Ms L Boyce
For Against Abstain Shares voted
259 562 873 631 578 552 016 260 194 451
99.76% 0.24% 0.16% (1) 76.47%
0.16% (2) 76.47%
Ordinary Resolution No 4.4: Election of members of the Social, Ethics & Transformation committee - Ms MG Khumalo,
subject to being elected as a director
For Against Abstain Shares voted
260 100 537 93 914 552 016 260 194 451
99.96% 0.04% 0.16% (1) 76.47%
0.16% (2) 76.47%
Ordinary Resolution No 4.5: Election of members of the Social, Ethics & Transformation committee - Ms NT Madisa
For Against Abstain Shares voted
258 828 676 1 365 775 552 016 260 194 451
99.48% 0.52% 0.16% (1) 76.47%
0.16% (2) 76.47%
Ordinary Resolution No 4.6: Election of members of the Social, Ethics & Transformation committee - Mr MJ Steyn
For Against Abstain Shares voted
258 219 817 1 974 634 552 016 260 194 451
99.24% 0.76% 0.16% (1) 76.47%
0.16% (2) 76.47%
Ordinary Resolution No 4.7: Election of members of the Social, Ethics & Transformation committee - Ms GC McMahon
For Against Abstain Shares voted
256 972 955 3 221 496 552 016 260 194 451
98.76% 1.24% 0.16% (1) 76.47%
0.16% (2) 76.47%
Ordinary Resolution No 5: Placing authorised by unissued ordinary shares under the control of directors
For Against Abstain Shares voted
244 940 763 15 242 312 563 392 260 183 075
94.14% 5.86% 0.17% (1) 76.46%
0.17% (2) 76.46%
Ordinary Resolution No 6: General authority to issue shares for cash
For Against Abstain Shares voted
243 620 012 16 563 063 563 392 260 183 075
93.63% 6.37% 0.17% (1) 76.46%
0.17% (2) 76.46%
Ordinary Resolution No 7: Payment of dividend by way of pro rata reduction of share capital or share premium
For Against Abstain Shares voted
260 125 114 79 442 541 911 260 204 556
99.97% 0.03% 0.16% (1) 76.47%
0.16% (2) 76.47%
Ordinary Resolution No 8: Ratification relating to personal financial interest arising from multiple offices in the Group
For Against Abstain Shares voted
254 460 956 5 685 023 600 488 260 145 979
97.81% 2.19% 0.18% (1) 76.45%
0.18% (2) 76.45%
Ordinary Resolution No 9: Directors' authority to implement special and ordinary resolutions
For Against Abstain Shares voted
260 207 507 1 500 537 460 260 209 007
100.00% 0.00% 0.16% (1) 76.47%
0.16% (2) 76.47%
Non-binding advisory votes: Endorsement - Remuneration policy
For Against Abstain Shares voted
249 247 246 10 966 646 532 575 260 213 892
95.79% 4.21% 0.16% (1) 76.47%
0.16% (2) 76.47%
Non-binding advisory votes: Endorsement - Implementation of remuneration policy
For Against Abstain Shares voted
245 731 851 14 482 041 532 575 260 213 892
94.43% 5.57% 0.16% (1) 76.47%
0.16% (2) 76.47%
Special Resolution No 1: Endorsement of hospitality and travel expenses paid on behalf of non-executive directors
For Against Abstain Shares voted
103 598 045 153 687 446 3 460 976 257 285 491
40.27% 59.73% 1.02% (1) 75.61%
1.02% (2) 75.61%
Special Resolution No 2: Non-executive director remuneration
For Against Abstain Shares voted
257 729 890 2 462 483 554 094 260 192 373
99.05% 0.95% 0.16% (1) 76.47%
0.16% (2) 76.47%
Special Resolution No 3: General authority to repurchase shares
For Against Abstain Shares voted
260 125 078 79 772 541 617 260 204 850
99.97% 0.03% 0.16% (1) 76.47%
0.16% (2) 76.47%
Special Resolution No 4: General authority to provide financial assistance to related or inter-related companies and
corporations
For Against Abstain Shares voted
256 702 540 3 517 805 526 122 260 220 345
98.65% 1.35% 0.15% (1) 76.47%
0.15% (2) 76.47%
2. GRANTING AND ACCEPTANCE OF CONDITIONAL SHARE AWARDS IN TERMS OF THE 2008 BIDVEST CSP
Executive Directors have been awarded Conditional Share Plan (CSP) Awards in terms of the 2008 Bidvest Group
CSP (off market), approved by shareholders at the annual general meeting in November 2008. CSP Awards are
subject to performance conditions for the period starting 1 July 2025 and ending 30 June 2028. Subject to
performance, vesting will occur in September 2028 and September 2029. The Remuneration Committee has
approved the awards on 1 December 2025 for the following individual allocations.
Conditional share awards are as follows:
Executive Directors:
NT Madisa 146 500 conditional share awards
MJ Steyn 72 500 conditional share awards
GC McMahon 58 500 conditional share awards
These awards currently have nil value as they are subject to performance conditions to be determined on a
future date. The nature of interest for all are direct beneficial.
Date: 2 December 2025
Johannesburg
Equity Sponsor: Investec Bank Limited
Debt Sponsor: Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Date: 02-12-2025 07:05:00
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