The Bidvest Group Limited - (Incorporated in the Republic of South Africa)

The Bidvest Group Limited - (Incorporated in the Republic of South Africa)

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION The definitions and interpretation provisions commencing on page 6 of this Circular apply, mutatis mutandis, to this cover page. Action required If you have disposed of all your Adcock Shares, then this Circular, together with the attached Form of Acceptance, Surrender and Transfer, should be handed to the purchaser of such Adcock Shares or to the Broker, CSDP, banker or other agent through whom the disposal was effected. The Remaining Adcock Shareholders are referred to pages 2 and 3 of this Circular, which set out the detailed action required of them in respect of the Offer set out in this Circular.

If you are in any doubt as to the action you should take, please consult your Broker, CSDP, banker, legal adviser, accountant or other professional adviser immediately. Bidvest does not accept responsibility and will not be held liable for any failure on the part of the CSDP or Broker of any Dematerialised Adcock Shareholders to notify such Dematerialised Adcock Shareholders of the Offer set out in this Circular. The Bidvest Group Limited (Incorporated in the Republic of South Africa) (Registration number 1946/021180/06) Share code: BVT ISIN ZAE000117321 (“Bidvest”) OFFER CIRCULAR TO REMAINING ADCOCK SHAREHOLDERS Relating to: • the general offer by Bidvest to all Remaining Adcock Shareholders, in terms of section 117(1)(c)(v) of the Act, to acquire any or all of their Adcock Shares for the Offer Consideration of R52.00 per Adcock Share in cash; and incorporating: • a Form of Acceptance, Surrender and Transfer (pink) for use by Certificated Adcock Shareholders only, in connection with the Offer.

Offer opens at 09:00 on Friday, March 20 2015 Offer closes at 12:00 on Friday, May 8 2015 Financial adviser and sponsor to Bidvest Legal adviser to Bidvest Date of issue: Thursday, March 19 2015 This Circular is available in English only. Copies of this Circular may be obtained during normal business hours from the registered office of Bidvest, the financial adviser and sponsor to Bidvest and the Transfer Secretaries at the respective addresses set out in the “Corporate information and advisers” section of this Circular and Bidvest’s website www.bidvest.co.za, from the date of posting hereof until the Closing Date, both days inclusive.

Foreign Adcock Shareholders This Circular has been prepared for the purposes of complying with the Act and the Takeover Regulations and is published in terms thereof. The information disclosed may not be the same as that which would have been disclosed had the Circular been prepared in accordance with the laws and regulations of any jurisdiction outside of South Africa. The release, publication or distribution of this Circular in jurisdictions other than South Africa may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than South Africa should inform themselves about, and observe, any applicable requirements.

Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction. This Circular is not intended to, and does not constitute, or form part of, an offer to sell or subscribe for any securities or a solicitation of any vote or approval in any foreign jurisdiction. This Circular does not constitute a prospectus or a prospectus equivalent document. Remaining Adcock Shareholders are advised to read this Circular, which contains the full terms and conditions of the Offer, with care. Any decision to accept the Offer should be made only on the basis of the information in this Circular.

IMPORTANT INFORMATION

Offeror company The Bidvest Group Limited (Registration number 1946/021180/06) 18 Crescent Drive Melrose Arch 2196 (PO Box 87274, Houghton, 2041) Financial adviser and sponsor Investec Bank Limited (Registration number 1969/004763/06) 2nd Floor 100 Grayston Drive Sandown Sandton 2196 (PO Box 785700, Sandton, 2146) Transfer Secretaries Computershare Investor Services Proprietary Limited (Registration number 2004/003647/07) Ground Floor 70 Marshall Street Johannesburg 2001 (PO Box 61051, Marshalltown, 2107) Offeree company Adcock Ingram Holdings Limited (Registration number 2007/016236/06) 1 New Road Midrand 1682 (Private Bag X69, Bryanston, 2012) Legal adviser Edward Nathan Sonnenbergs Inc.

(Registration number 2006/018200/21) 150 West Street Sandton Johannesburg 2196 (PO Box 783347, Sandton, 2146) CORPORATE INFORMATION AND ADVISERS 1

2 Please take careful note of the following provisions regarding the actions required by Remaining Adcock Shareholders: • If you have disposed of all of your Adcock Shares, this Circular should be handed to the purchaser of such Adcock Shares or to the Broker, CSDP, banker, attorney or other agent through whom the disposal was effected. • If you are in any doubt as to what action you should take arising from this Circular, please consult your Broker, CSDP, banker, attorney, accountant or other professional adviser.

OFFER The options available to you are: • to accept the Offer in respect of all or any of your Adcock Shares; or • to reject the Offer.

If you wish to reject the Offer, you do not need to take any further action. If you wish to accept the Offer, you must do so in the manner described below, depending on whether you are a Certificated Adcock Shareholder or a Dematerialised Adcock Shareholder. 1. CERTIFICATED ADCOCK SHAREHOLDERS 1.1. If you are a Certificated Adcock Shareholder and wish to accept the Offer, you must complete the Form of Acceptance, Surrender and Transfer (pink) attached to this Circular in accordance with its instructions and forward it, together with your Documents of Title, by hand or by post, to the Transfer Secretaries as follows: By hand By post Computershare Investor Services Proprietary Limited Computershare Investor Services Proprietary Limited 70 Marshall Street PO Box 61763 Johannesburg Marshalltown 2001 2107 so as to be received by the Transfer Secretaries by not later than 12:00 on the Closing Date.

1.2. If you accept the Offer in respect of all or any of your Adcock Shares and surrender your Documents of Title, you will NOT be able to trade your Adcock Shares from the date that you surrender your Documents of Title in respect of those Adcock Shares. 2. DEMATERIALISED ADCOCK SHAREHOLDERS 2.1. If you are a Dematerialised Adcock Shareholder, you will be contacted by your duly appointed CSDP or Broker in the manner stipulated in the custody agreement entered into between you and your CSDP or Broker, as the case may be, in order to ascertain whether or not you wish to accept the Offer. If you wish to accept the Offer, you must notify your CSDP or Broker of your acceptance of the Offer in the time and manner stipulated in the custody agreement entered into between you and your CSDP or Broker, as the case may be.

2.2. If you are a Dematerialised Adcock Shareholder and wish to accept the Offer, but have not been contacted by your CSDP or Broker, it would be advisable for you to contact and furnish your CSDP or Broker with instructions in regard to the acceptance of the Offer. These instructions must be provided in the manner and by the cut-off date and time stipulated in your custody agreement, and must be communicated by you and/or your CSDP or Broker to the Transfer Secretaries by no later than 12:00 on the Closing Date. 2.3. You must NOT complete the attached Form of Acceptance, Surrender and Transfer.

2.4. If you notify your CSDP or Broker of your desire to accept the Offer, you will NOT be able to trade your Adcock Shares from the date on which you notify your CSDP or Broker of your acceptance of the Offer.

2.5. The Offeror and the Transfer Secretaries take no responsibility and will not be held liable for any failure on the part of any CSDP or Broker to notify an Adcock Shareholder of the Offer and/or to obtain instructions from an Adcock Shareholder and submit acceptances timeously to the Transfer Secretaries. 3. GENERAL 3.1. Acceptances of the Offer that are sent through the post are sent at the risk of the Remaining Adcock Shareholder concerned. Accordingly, Remaining Adcock Shareholders should take note of the postal delivery times so as to ensure that acceptances of the Offer are received timeously.

It is therefore recommended that such acceptances be sent by registered post or delivered by hand to the Transfer Secretaries.

3.2. Unless otherwise permitted by law, and in the sole discretion of the Offeror, purported acceptances will not be considered valid if given from within any foreign jurisdiction where the release, publication or distribution of this Circular may be restricted by law. 3.3. Payment of the Offer Consideration will be made within six Business Days after acceptance of the Offer. ACTION REQUIRED BY REMAINING ADCOCK SHAREHOLDERS

3 3.4. If any person who is not a registered holder of Adcock Shares surrenders a share certificate in respect of the Adcock Shares, together with a transfer form for the registration of such Adcock Shares purporting to have been properly completed by the registered holder thereof, such first mentioned person shall be entitled to receive payment of the Offer Consideration pursuant to acceptance of the Offer, provided that: 3.4.1.

such person proves to the satisfaction of the Offeror that the relevant securities transfer tax payable has in fact been paid in respect of the proposed registration of transfer of such Adcock Shares; and 3.4.2. the Offer Consideration has not already been paid or posted to the registered holder of such Adcock Shares. The Offeror and/or the Transfer Secretaries may require, in their sole discretion, to be furnished by such person with an indemnity, in a form and on terms acceptable to the Offeror and the Transfer Secretaries, against any loss or damage, payment or expense which they, or any of their duly authorised representatives, may suffer or incur by reason of or arising from the payment of the Offer Consideration to such person.

3.5. If a Form of Acceptance, Surrender and Transfer (pink) is rejected due to non-compliance with the instructions contained therein, then the Remaining Adcock Shareholder concerned will be deemed not to have accepted the Offer. The Offeror may nevertheless, in its sole discretion, condone such non-compliance as well as any other non-compliance by any Remaining Adcock Shareholder of any of the other terms and conditions of the Offer. 3.6. Offer Participants should note that once they have accepted the Offer, they may not trade any Adcock Shares in respect of which the Offer has been accepted.

3.7. For the sake of clarity, Offer Participants may not, after acceptance of the Offer, instruct any CSDP or Broker to hold their Adcock Shares as nominees on their behalf or, where such shares are already held by the CSDP or Broker as nominee, request the CSDP or Broker to release the shares in respect of which the Offer has been accepted. 3.8. Remaining Adcock Shareholders who do not wish to accept the Offer need not take any action and may deal with their Adcock Shares as they deem fit. 3.9. Remaining Adcock Shareholders are entitled to accept the Offer in whole or in part. 3.10. This Offer shall not constitute an offer to purchase or the solicitation of an offer to sell any Adcock Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the laws of such jurisdiction.

3.11. If you are a Foreign Adcock Shareholder and you are in doubt about your position, you should consult your professional adviser in the relevant jurisdiction.

4 Page Important information Inside front cover Corporate information and advisers 1 Action required by Remaining Adcock Shareholders 2 Important dates and times 5 Definitions and interpretations 6 Introduction and purpose of Circular 9 Offer to Remaining Adcock Shareholders 10 1. Terms of the Offer and information relating to the Offeror 10 1.1. Rationale and reasons for the Offer 10 1.2. Terms of the Offer 10 1.2.1. The Offer and the Offer Consideration 10 1.2.2. Remaining Adcock Shareholders 10 1.2.3. Offer Period 10 1.2.4. Basis of acquisition of Adcock Shares 10 1.2.5. Conditions to the Offer 11 1.2.6.

Cash confirmation 11 1.2.7. The Offeror’s intention to invoke the provisions of section 124 of the Act 11 1.2.8. Comparable offers 11 1.3. Procedures for acceptance of the Offer 12 1.3.1. Certificated Adcock Shareholders 12 1.3.2. Dematerialised Adcock Shareholders 12 1.3.3. Lost or destroyed Documents of Title 13 1.3.4. Acceptances irrevocable 13 1.3.5. Transaction receipts 13 1.3.6. Acceptances of the Offer by nominee companies and representatives 13 1.3.7. Taxation 13 1.4. Settlement 13 1.4.1. Certificated Adcock Shareholders 13 1.4.2. Dematerialised Adcock Shareholders 13 1.5. Governing law 13 1.6.

South African Exchange Control Regulations 13 1.6.1. Residents of the Common Monetary Area 13 1.6.2. Emigrants from the Common Monetary Area 14 1.6.3. All other non-residents of the Common Monetary Area 14 1.7. Other terms of the Offer 14 1.8. Restricted jurisdictions 15 1.9. Direct and indirect beneficial interests in the Offeror 15 1.9.1. Interests of the Offeror in Adcock 15 1.9.2. Interests of the Bidvest directors or equivalent in the Offeror’s securities and Adcock Shares 15 1.10. Proposed pool agreement with the PIC 16 1.11. Agreements between the Offeror or any person acting in concert with the Offeror 16 2.

Information relating to the Offeree 16 2.1. Background information on Adcock 16 2.2. Continuation of Adcock’s business following the closing of the Offer 16 2.3. Adcock directors 16 2.4. Offeree response circular 16 3. Consents 17 4. Material change 17 5. Directors’ responsibility statement 17 6. Documents available for inspection Annexure 1 – Price and trading history of Adcock Shares on the JSE 18 Annexure 2 – PIC trading history in Adcock Shares on the JSE 20 Form of Acceptance, Surrender and Transfer (pink) Attached TABLE OF CONTENTS

5 2015 Firm Intention Announcement released on SENS Thursday, March 12 Firm Intention Announcement published in the press Friday, March 13 Posting date of the Circular to Remaining Adcock Shareholders Thursday, March 19 Opening date of the Offer at 09:00 Friday, March 20 Last day to trade in order to be eligible to accept the Offer Thursday, April 30 Shares trade “ex” the Offer from commencement of trade Monday, May 4 Record date, being the final date upon which Remaining Adcock Shareholders must be recorded in the register in order to be eligible to accept the Offer Friday, May 8 Closing date of the Offer at 12:00 Friday, May 8 Results of the Offer released on SENS Monday, May 11 Offer Consideration posted to Offer Participants (once Documents of Title have been received) Monday, May 11 Results of the Offer published in the press Tuesday, May 12 Notes 1.

The Independent Adcock Board must publish the offeree response circular within 20 Business Days of the date of posting of this Circular, which response circular will include a fair and reasonable opinion as required under the Takeover Regulations. The Independent Adcock Board may however apply to the TRP for an extension of this time period. Adcock Shareholders will be notified of the granting of any such extension. 2. The abovementioned dates and times are South African dates and times. All references to days are to Business Days. 3. Payment of the Offer Consideration will be made within six Business Days of acceptance of the Offer, with the final payment date being Monday, May 11 2015.

4. The above dates and times are subject to amendment at the discretion of the Offeror, which discretion includes the ability to extend the Closing Date of the Offer, subject to the prior written approval of the JSE and TRP being obtained. Any change will be released on SENS and published in the South African press. 5. Although the salient dates and times are subject to change, such statement may not be regarded as consent or dispensation for any change to the time period which may be required in terms of the Takeover Regulations, where applicable, and any such consent or dispensation must be specifically applied for and approved by the Takeover Regulation Panel.

IMPORTANT DATES AND TIMES

6 In this Circular, the annexures and the Form of Acceptance, Surrender and Transfer (pink) attached hereto, unless otherwise stated or the context indicates otherwise, the terms and expressions in the first column will bear the meanings stated opposite them in the second column, and related expressions will bear corresponding meanings; words in the singular will include the plural and vice versa; words denoting one gender will include the other genders; and words denoting natural persons will include juristic persons and vice versa.

“Act” the Companies Act, No. 71 of 2008, as amended or re-enacted from time to time; “Adcock” or “the Offeree” Adcock Ingram Holdings Limited (registration number 1949/034385/06), a company incorporated in accordance with the laws of South Africa; “Adcock “A” Shareholder” a registered holder of Adcock “A” Shares; “Adcock “A” Shares” automatically convertible “A” ordinary shares in Adcock with a par value of 10 cents each; “Adcock “B” Shareholder” a registered holder of Adcock “B” Shares; “Adcock “B” Shares” automatically convertible “B” ordinary shares in Adcock with a par value of 10 cents each; “Adcock Phantom Option(s)” options in respect of not more than 1 930 054 Adcock Shares created in terms of the Adcock Phantom Share Scheme; “Adcock Phantom Share Scheme” Adcock’s phantom cash option scheme; “Adcock Shares” ordinary shares in Adcock with a par value of 10 cents each (it being recorded that such shares do not include the Adcock “A” Ordinary Shares or the Adcock “B” Ordinary Shares, which shares are of different classes); “Adcock Shareholders” registered holders of Adcock Shares; “Adcock Share Option(s)” options in respect of not more than 1 640 700 Adcock Shares created in terms of the Adcock Share Option Scheme; “Adcock Share Option Scheme” the option scheme created by Adcock in place for executives, key management and other critical employees, approved by Adcock Shareholders in 2008; “Authorised Dealer” an authorised dealer of the SARB, designated as such in terms of the Exchange Control Regulations; “Bidvest” or “the Offeror” The Bidvest Group Limited and/or its subsidiaries, (registration number 1946/021180/06), a company duly incorporated and registered under the company laws of South Africa; “Bidvest Board” those members of the board of directors of Bidvest as at the Last Practicable Date whose names are set out in the Introduction of this Circular; “Blue Falcon” Blue Falcon 69 Trading Proprietary Limited (registration number 2009/016091/07), a private company duly incorporated in accordance with the laws of South Africa, a participant in the Existing Adcock BEE Transaction and the shareholders of which are Kagiso Strategic Investments III Proprietary, Kurisani Youth Development Trust (a trust established to benefit historically disadvantaged South African youth) and the Mookodi Pharma Trust (a trust established for the benefit of black medical doctors and/or health professionals); “Broker” any person registered as a broking member (equities) in terms of the rules of the JSE made in accordance with the provisions of the Financial Markets Act, No.

19 of 2012, as amended; “Bophelo Trust” the Mpho Ea Bophelo Trust (master’s reference number IT330/2010) formed for the benefit of qualifying employees and a participant in the Existing Adcock BEE Transaction; “Business Day” any day other than a Saturday, a Sunday or an official public holiday in South Africa; “Certificated Adcock Share” an Adcock Share, which has not been Dematerialised, and title to which is evidenced by a Document of Title; “Certificated Adcock Shareholder” an Adcock Shareholder who holds Certificated Adcock Shares; “Circular” this bound offer document dated Thursday, March 19 2015, including its annexures and attachments; “Closing Date” the last date on which the Remaining Adcock Shareholders will be able to accept the Offer being Friday, May 8 2015; “Common Monetary Area” South Africa, the Republic of Namibia and the Kingdoms of Lesotho and Swaziland; “Competition Authorities” the Competition Commission and/or the Competition Tribunal and/or the Competition Appeal Court, of South Africa created in terms of the Competition Act, No.

89 of 1998, and/or any other similar competition authorities in any other relevant jurisdiction; DEFINITIONS AND INTERPRETATIONS

7 “CSDP” participant, as defined in section 1 of the Financial Markets Act, No. 19 of 2012; “Dematerialise” or “Dematerialisation” the process by which Certificated Adcock Shares are converted into electronic format as Dematerialised Adcock Shares and recorded in the uncertificated securities Register; “Dematerialised Adcock Share” an Adcock Share that has been Dematerialised or has been issued in Dematerialised form, and recorded in the uncertificated securities Register; “Dematerialised Adcock Shareholder” an Adcock Shareholder who holds Dematerialised Adcock Shares; “Dividend Shares” the collective 2 571 000 Adcock Shares which, if the Existing Adcock BEE Transaction is terminated, will be released by Adcock and disposed of by Blue Falcon and the Bophelo Trust to Bidvest in terms of the Dividend Share Disposal Undertakings; “Dividend Share Disposal Undertakings” the written undertakings dated Friday, February 20 2015 provided by Blue Falcon and the Bophelo Trust respectively to Bidvest in terms of which Blue Falcon and the Bophelo Trust have undertaken to dispose of their dividend-acquired Adcock Shares which, upon the termination of the Existing Adcock BEE Transaction, will be released by Adcock from the restrictions over such Adcock Shares under the terms of the Existing Adcock BEE Transaction; “Documents of Title” share certificates, certified transfer deeds, balance receipts, or any other documents of title to Adcock Shares reasonably acceptable to Bidvest; “Exchange Control Regulations” the Exchange Control Regulations, 1961, as amended, issued under section No.

9 of the Currency and Exchanges Act, 9 of 1933, as amended; “Existing Adcock BEE Transaction” Adcock’s black economic empowerment transaction implemented on the terms as set out in the circular to Adcock Shareholders dated March 17 2010; “Firm Intention Announcement” the announcement by Adcock setting out the terms of a firm intention by Bidvest or any of its subsidiaries to propose the Offer to the Remaining Adcock Shareholders, as released on SENS on Thursday, March 12 2015 and published in the South African press on Friday, March 13 2015; “Firm Intention Letter” the letter, dated Wednesday, March 11 2015, submitted to the Adcock board of directors by Bidvest, in which Bidvest indicated its firm intention to make an offer to acquire the Remaining Adcock Shares; “Foreign Adcock Shareholder” an Adcock Shareholder who is a non-resident of South Africa as contemplated in the Exchange Control Regulations; “Form of Acceptance, Surrender and Transfer” the form of acceptance, surrender and transfer of Documents of Title attached to this Circular (pink), to be completed by Certificated Adcock Shareholders in order to accept the Offer; “In The Money Phantom Option” an Adcock Phantom Option, whether exercised or not, and if not exercised, whenever exercisable, in respect of which the grant price is less than R52.00; “In The Money Share Option” an Adcock Share Option, whether exercised or not, and if not exercised, whenever exercisable, in respect of which the exercise price is less than R52.00; “Independent Adcock Board” those members of the Adcock board or directors who have been identified by the Adcock board of directors as being independent for the purposes of the consideration of the Offer in accordance with Regulation 108(8) of the Takeover Regulations; “JSE” the exchange licensed under the Financial Markets Act No.

19 of 2012, and operated by JSE Limited (registration number 2005/022939/06), a public company duly incorporated and registered under the laws of South Africa; “JSE Listings Requirements” the listing requirements issued by the JSE from time to time; “Last Practicable Date” the last practicable date prior to finalisation of this Circular, being Friday, March 13 2015; “Offer” the general offer to the Remaining Adcock Shareholders made in accordance with section 117(1)(c)(v) of the Act, to acquire all of the Remaining Adcock Shares for the Offer Consideration; “Offer Consideration” the cash consideration of R52.00 payable by the Offeror for each Adcock Share disposed of in terms of the Offer; “Offer Payment Date” date of payment of the Offer Consideration in respect of the Offer to those Remaining Adcock Shareholders who have elected to accept the Offer and dispose of their Adcock Shares to Bidvest which date will be within six Business Days of acceptance of the Offer, with the final payment date being Monday, May 11 2015; “Offer Period” the period beginning at 9:00 on the Opening Date and ending at 12:00 on the Closing Date during which the Remaining Adcock Shareholders will be entitled to accept the Offer;

8 “Offer Shares” all of the Adcock Shares but specifically excluding Treasury Shares, “A” Ordinary Shares, “B” Ordinary Shares and Adcock Shares already held by Bidvest; “Offer Participants” the Remaining Adcock Shareholders to whom/which the Offer is made and who validly and lawfully accept the Offer during the Offer Period; “Opening Date” the opening date in respect of the Offer, expected to be 09:00 on Friday, March 20 2015; “PIC” the Public Investment Corporation (SOC) Limited; “Pool Agreement” the proposed pool agreement between Bidvest and the PIC in relation to 82 000 000 (eighty-two million) Adcock ordinary shares (with Bidvest and the PIC each contributing 41 000 000 Adcock ordinary shares) representing 47.82% of Adcock Shares excluding Treasury Shares as set out in more detail in paragraph 1.10 of the Circular; “R” or “Rand(s)” South African Rand, the official currency of South Africa; “Register” the securities register of Adcock Shareholders maintained by the Transfer Secretaries in accordance with sections 50(1) and 50(3) of the Act, including both Certificated Adcock Shareholders and Dematerialised Adcock Shareholders; “Remaining Adcock Share(s)” comprising 112 183 969 Adcock Shares, being the entire issued ordinary share capital of Adcock, which number excludes Treasury Shares, “A” Ordinary Shares, “B” Ordinary Shares and Adcock Shares already held by Bidvest; “Remaining Adcock Shareholders” holders of the Remaining Adcock Shares; “SARB” the South African Reserve Bank; “SENS” the Stock Exchange News Service of the JSE; “South Africa” the Republic of South Africa; “Takeover Regulation Panel” or “TRP” the Takeover Regulation Panel established pursuant to section 196 of the Act; “Takeover Regulations” the Takeover Regulations issued in terms of section 120 of the Act, as amended; “Transfer Secretaries” the transfer secretaries of Adcock, being Computershare Investor Services Proprietary Limited (Registration number 2004/003647/07), a private company duly incorporated and registered in accordance with the laws of South Africa; and “Treasury Shares” 4,285,435 Adcock Shares, which number excludes the Dividend Shares currently held as treasury shares, held by subsidiaries of Adcock and representing 2.44% of all Adcock Shares in issue.

9 Bidvest directors CWL Phalatse (Chairman)# , B Joffe (Chief Executive Officer)*, BL Berson*+ , DE Cleasby*, AW Dawe*, NT Madisa*, LP Ralphs*, PC Baloyi# , DDB Band# , AA da Costa# , EK Diack# , AK Maditsi# , FN Mantashe# , S Masinga# , D Masson# , NG Payne# , T Slabbert# . * Executive director + Australian # Independent non-executive 1. INTRODUCTION 1.1. Adcock Shareholders are referred to the Firm Intention Announcement released by Adcock on SENS on Thursday, March 12 2015 and published in the press on Friday, March 13 2015 whereby Adcock Shareholders were advised of Bidvest’s offer to acquire the Remaining Adcock Shares for the Offer Consideration in terms of section 117(1)(c)(v) of the Act.

1.2. The Offer is an affected transaction as defined in section 117 of the Act and, as such, the Offer is regulated by the Act in terms of the Takeover Regulations and the JSE.

1.3. The purpose of this Circular is to: 1.3.1. set out the terms on which Bidvest makes the Offer to Remaining Adcock Shareholders to purchase all of their Adcock Shares; 1.3.2. provide Remaining Adcock Shareholders with information in relation to the Offer; and 1.3.3. inform Remaining Adcock Shareholders of the manner in which the Offer may be accepted and the manner in which the Offer will be implemented. 1.4. For a full understanding of the detailed legal terms of the Offer, this Circular should be read in its entirety. INTRODUCTION AND PURPOSE OF CIRCULAR

10 1.

TERMS OF THE OFFER AND INFORMATION RELATING TO THE OFFEROR 1.1. Rationale and reasons for the Offer 1.1.1. Adcock Shareholders are referred to the Bidvest SENS announcement dated January 31 2014 detailing Bidvest’s acquisition of 34.57% of the total issued Adcock Shares (excluding Treasury Shares). 1.1.2. As set out in the proposed offer announcement to acquire the Remaining Adcock Shares released on SENS on Monday, February 23 2015, in terms of the Dividend Share Disposal Undertakings, Bidvest agreed to acquire the Dividend Shares from Blue Falcon and the Bophelo Trust for a cash consideration of R52.00 per Adcock Share.

Such offer is however subject to the approval by Adcock Shareholders of the termination of the Existing Adcock BEE Transaction as well as Bidvest making an offer at the same cash consideration of R52.00 per Adcock Share to all of the Remaining Adcock Shareholders. 1.1.3. Pursuant to the proposed offer, and in order to acquire the Dividend Shares, Bidvest notified Adcock of its firm intention to make an offer for the Remaining Adcock Shares on Wednesday, March 11 2015 and Adcock published a Firm Intention Announcement on SENS on Thursday, March 12 2015 setting out Bidvest’s firm intention to make an offer for the Remaining Adcock Shares.

1.1.4. The Offer furthermore removes uncertainty surrounding Bidvest’s intention to acquire the Remaining Adcock Shares and provides Adcock Shareholders with certainty in this regard. 1.2. Terms of the Offer 1.2.1. The Offer and the Offer Consideration 1.2.1.1. Bidvest hereby makes a general offer, as contemplated in section 117(1)(c)(v) of the Act, to purchase all of the Remaining Adcock Shares held by each Remaining Adcock Shareholder for the Offer Consideration on the terms set out in this Circular.

1.2.1.2. The Offer Consideration for every Offer Share disposed of by an Offer Participant in terms of the Offer is R52.00.

Remaining Adcock Shareholders may elect to accept the Offer in whole or in part. 1.2.1.3. The Offer Consideration will be payable to the Remaining Adcock Shareholders who elect to take up and lawfully accept the Offer, and will be settled as set out in paragraph 1.4 below. 1.2.1.4. The Offer Consideration represents a premium of 13% to the 30-day volume weighted average price of Adcock Shares (being R46.03 on Friday, February 20 2015), being the Business Day preceding the announcement by Bidvest of its intention to make the Offer.

1.2.2. Remaining Adcock Shareholders 1.2.2.1. Adcock Shareholders who elect not to accept the Offer, or who elect to only accept the Offer in part, will remain shareholders in Adcock. In this regard, Remaining Adcock Shareholders are referred to the announcement by Adcock on Monday, February 23 2015 regarding the proposed cancellation of the Existing Adcock BEE Transaction and the proposed new Adcock BEE transaction. 1.2.3. Offer Period 1.2.3.1. The Offer will be open for acceptance from 09:00 on Friday, March 20 2015 and will remain open until the Closing Date which, unless Adcock Shareholders are notified to the contrary, will be Friday, May 8 2015.

1.2.3.2. The Offeror may, at its discretion, subject to the prior approval of the Takeover Regulation Panel, make any changes to the dates referred to in this Circular (including extending the Closing Date), which amended dates will be released on SENS and published in the South African press.

1.2.4. Basis of acquisition of Adcock Shares 1.2.4.1. The Offer Shares in respect of which the Offer is accepted will be acquired by the Offeror, free of liens, equities, mortgages, options, rights of pre-emption, charges, encumbrances and other third party rights and interests of any nature whatsoever. 1.2.4.2. Offer Participants warrant that they shall deliver the Offer Shares to the Offeror free of all the aforementioned liens, equities, mortgages, options, rights of pre-emption, charges, encumbrances and other third party rights and interests of any nature whatsoever.

1.2.4.3. The sale (as distinct from settlement) of the Offer Shares shall be deemed to take place on the date of acceptance of the Offer, notwithstanding the actual date of transfer.

OFFER TO REMAINING ADCOCK SHAREHOLDERS

11 1.2.5. Conditions to the Offer 1.2.5.1. Bidvest obtained approval from the Competition Authorities for the acquisition of control of Adcock during August 2014, and, accordingly, the Offer is not subject to any conditions precedent and is capable of acceptance by Remaining Adcock Shareholders immediately. 1.2.5.2. The issuance by the TRP of the requisite compliance certificate will take place upon the closing of the Offer. 1.2.6. Cash confirmation 1.2.6.1. The Standard Bank of South Africa Limited and Bidvest Bank Limited have furnished the TRP with irrevocable bank guarantees that the Offeror has sufficient cash resources and/or facilities with which to meet its obligations in relation to the Offer.

1.2.7. The Offeror’s intention to invoke the provisions of section 124 of the Act 1.2.7.1. As set out in paragraph 1.10 of this Circular, Bidvest has received an undertaking from the PIC not to accept the Offer for 48 466 905 Adcock Shares (representing 28.27% of the Remaining Adcock Shares) which it manages on behalf of the Government Employees Pension Fund and Unemployment Insurance Fund. The Offer will accordingly not be accepted by Remaining Adcock Shareholders holding at least 90% (ninety percent) of the Offer Shares and Bidvest will not exercise any entitlements it may have under section 124 of the Act.

1.2.7.2. As Bidvest does not intend to exercise any entitlements under section 124 of the Act, Adcock will remain listed on the JSE upon the closing of the Offer.

1.2.8. Comparable offers 1.2.8.1. Adcock “A” Shares and Adcock “B” Shares: 1.2.8.1.1. As the Opening Date of the Offer precedes (if approved and implemented) the termination of the Existing Adcock BEE Transaction, Bidvest is required in terms of the Takeover Regulations to make a comparable offer to the Adcock “A” Shareholders and the Adcock “B” Shareholders to acquire their Adcock “A” Shares and Adcock “B” Shares respectively. 1.2.8.1.2. As part of the undertakings set out in the Dividend Share Disposal Undertakings, the Adcock “A” Shareholders and Adcock “B” Shareholders agreed that in the event that Bidvest makes an offer to acquire the Remaining Adcock Shares, they will waive any entitlement to a comparable offer under section 125 of the Act, which they have done.

1.2.8.1.3. The TRP has approved the waiver of the entitlement to a comparable offer as described in paragraph 1.2.8.1.2 above on the basis that the Adcock “A” Shareholders and Adcock “B” Shareholders have voluntarily waived their entitlement to such an offer. Copies of the waiver letters from the shareholders are available for inspection in accordance with paragraph 6 of this Circular. 1.2.8.1.4. Furthermore, as set out in the Adcock SENS announcement dated Monday, February 23 2015, Adcock intends, subject to the requisite approvals and conditions precedent set out in the announcement, to terminate the Existing Adcock BEE Transaction, which termination will result in the cancellation of the Adcock “A” Shares and the Adcock “B” Shares.

1.2.8.2. Adcock Share Option Scheme 1.2.8.2.1. The Adcock Share Option Scheme, introduced by Adcock in 2008, is a long-term share incentive scheme (a legacy of the unbundling of Adcock from Tiger Brands Limited) in favour of certain executives and employees of Adcock.

1.2.8.2.2. As required in terms of the Takeover Regulations, holders of the Adcock Share Options are entitled to receive a comparable offer concurrently with the Offer. Accordingly, Bidvest hereby makes an offer to the participants of the Adcock Share Option Scheme to acquire any Adcock Shares which they may hold in the event that the Offer triggers an accelerated vesting and exercise of the Adcock Share Options under the terms of the Adcock Share Option Scheme, alternatively, settle the net in the money portion thereof attributable to the employees as may be agreed between Bidvest, Adcock and the relevant employees (“Net Settled”).

1.2.8.2.3. As at the Last Practicable Date, there were 1 640 700 Adcock Share Options outstanding, 6 700 of which are In The Money Share Options, resulting in the potential aggregate payment to holders of the Adcock Share Options of up to R158 566 calculated as the sum of the difference between the Offer Consideration and the strike price of the In The Money Share Options multiplied by the number of the In The Money Share Options.

12 1.2.8.3. Adcock Phantom Option Scheme 1.2.8.3.1. As required by the Takeover Regulations, holders of the Adcock Phantom Options are entitled to receive a comparable offer concurrently with the Offer.

Accordingly, Bidvest hereby makes an offer to the participants of the Adcock Phantom Share Scheme to settle the net in the money portion of the Adcock Phantom Options in the event that the Offer triggers the accelerated vesting of the Adcock Phantom Options under the terms of the Adcock Phantom Share Scheme.

1.2.8.3.2. As at the Last Practicable Date, there were 1 630 054 Adcock Phantom Options outstanding, 234 601 of which are In The Money Phantom Options, resulting in the potential aggregate payment to holders of the Phantom Options of up to R206 449 calculated as the sum of the difference between the Offer Consideration and the strike price of the In The Money Phantom Options multiplied by the number of the In The Money Phantom Options. 1.3. Procedures for acceptance of the Offer 1.3.1. Certificated Adcock Shareholders 1.3.1.1. Certificated Adcock Shareholders who wish to accept the Offer must complete the Form of Acceptance, Surrender and Transfer (pink) attached to the Circular in accordance with the instructions therein.

The completed Form of Acceptance, Surrender and Transfer (pink) must be forwarded, together with the relevant Documents of Title, by hand or by post, to the Transfer Secretaries, as follows: By hand By post Computershare Investor Services Proprietary Limited Computershare Investor Services Proprietary Limited 70 Marshall Street PO Box 61763 Johannesburg Marshalltown 2001 2107 so as to be received by the Transfer Secretaries by no later than 12:00 on the Closing Date. If a Form of Acceptance, Surrender and Transfer (pink) is not received by 12:00 on the Closing Date, the Offer will be deemed to have not been accepted.

No late acceptances will be considered if received by the Transfer Secretaries after 12:00 on the Closing Date.

Delivery of the Forms of Acceptance, Surrender and Transfer (pink) and Documents of Title are at the risk of the Offer Participant concerned. If such acceptances are sent through the post, it is recommended that they be sent to the Transfer Secretaries by registered post. Alternatively, the attached Form of Acceptance, Surrender and Transfer (pink) together with the Documents of Title can be delivered by hand to the Transfer Secretaries, whose details are set out above and in the “Corporate information and advisers” section of this Circular. 1.3.2. Dematerialised Adcock Shareholders 1.3.2.1.

If you are a Dematerialised Adcock Shareholder, you will be contacted by your duly appointed CSDP or Broker in the manner stipulated in the custody agreement entered into between you and your CSDP or Broker, as the case may be, in order to ascertain whether or not you wish to accept the Offer. If you wish to accept the Offer, you must notify your CSDP or Broker of your acceptance of the Offer in the time and manner stipulated in the custody agreement entered into between you and your CSDP or Broker, as the case may be. 1.3.2.2. If you are a Dematerialised Adcock Shareholder and wish to accept the Offer, but have not been contacted by your CSDP or Broker, it would be advisable for you to contact and furnish your CSDP or Broker with instructions in regard to the acceptance of the Offer.

These instructions must be provided in the manner and by the cut-off date and time stipulated in your custody agreement, and must be communicated by you and/or your CSDP or Broker to the Transfer Secretaries by no later than 12:00 on the Closing Date. 1.3.2.3. You must NOT complete the attached Form of Acceptance, Surrender and Transfer. 1.3.2.4. If you notify your CSDP or Broker of your request to accept the Offer, you will NOT be able to trade your Adcock Shares from the date on which you notify your CSDP or Broker of your acceptance of the Offer. 1.3.2.5. The Offeror and the Transfer Secretaries take no responsibility and will not be held liable for any failure on the part of any CSDP or Broker to notify an Adcock Shareholder of the Offer and/or to obtain instructions from an Adcock Shareholder and submit acceptances timeously to the Transfer Secretaries.

13 1.3.3. Lost or destroyed Documents of Title 1.3.3.1. If Documents of Title relating to Adcock Shares have been lost or destroyed, Certificated Adcock Shareholders who wish to accept the Offer should nevertheless return the attached Form of Acceptance, Surrender and Transfer (pink) duly signed and completed, together with evidence satisfactory to the Offeror that the Documents of Title to the relevant Offer Shares have been lost or destroyed and an indemnity on terms satisfactory to the Offeror (the costs of which shall be borne by the Adcock Shareholder).

1.3.4. Acceptances irrevocable 1.3.4.1.

All acceptances of the Offer received by the Transfer Secretaries, the Offeror or the relevant CSDP or Broker and treated as valid by them on or prior to the Closing Date shall be irrevocable. 1.3.5. Transaction receipts 1.3.5.1. No receipts shall be issued by the Transfer Secretaries or the Offeror for Forms of Acceptance, Surrender and Transfer (pink) unless specifically requested to do so by the Remaining Adcock Shareholder in question. Lodging agents who require special transaction receipts are requested to prepare such receipts and to submit them for stamping by the Transfer Secretaries together with the Form of Acceptance, Surrender and Transfer (pink).

1.3.6. Acceptances of the Offer by nominee companies and representatives 1.3.6.1. Acceptances of the Offer by recognised nominee companies may be submitted in aggregate or in respect of each Remaining Adcock Shareholder represented by such nominee companies.

1.3.6.2. Any representative accepting the Offer warrants that it is duly authorised to do so. 1.3.7. Taxation 1.3.7.1. Acceptances of the Offer may have an impact on an Adcock Shareholder’s personal tax position in relation thereto. Accordingly, Remaining Adcock Shareholders should seek the advice of their tax advisers in this regard. 1.4. Settlement Settlement of the Offer Consideration pursuant to the Offer will be implemented in accordance with the terms of the Offer, without regard to any lien, right of set-off, counterclaim, deduction, withholding or other analogous right to which Bidvest may otherwise be, or claim to be, entitled against any shareholder.

1.4.1. Certificated Adcock Shareholders 1.4.1.1. The Offeror will procure the settlement of the Offer Consideration to those Remaining Adcock Shareholders who have elected to accept the Offer and who have surrendered their Documents of Title and furnished duly signed Forms of Acceptance, Surrender and Transfer (pink) in accordance with the instructions contained therein, at the risk of the Remaining Adcock Shareholder concerned, by way of electronic funds transfer within six Business Days of acceptance of the Offer and surrender of their Documents of Title.

1.4.2. Dematerialised Adcock Shareholders 1.4.2.1.

The Offeror will procure the settlement of the Offer Consideration to the CSDPs or Brokers who hold the Adcock Shares as nominees for the Remaining Adcock Shareholders who have elected to accept the Offer within six Business Days of acceptance of the Offer. Settlement of the Offer Consideration by the CSDP or Broker to the Remaining Adcock Shareholder will be in accordance with the terms of the relevant custody agreement. 1.5. Governing law This Circular, the Offer and any acceptance thereof, will be governed by and constituted in accordance with the laws of South Africa and will be subject to the exclusive jurisdiction of the South African courts.

1.6. South African Exchange Control Regulations The settlement of the Offer Consideration for both Certificated Adcock Shareholders and Dematerialised Adcock Shareholders will be made subject to the Exchange Control Regulations. The following is a summary of the Exchange Control Regulations. The Remaining Adcock Shareholders that are to receive the Offer Consideration who are not resident in South Africa, or who have registered addresses outside South Africa, must satisfy themselves as to the full observance of the laws of the relevant jurisdiction concerning the receipt of the Offer Consideration, new share certificates or the amendment of their share statements, including obtaining any required governmental or other consents, observing any other required formalities and paying any issue, transfer or other taxes due in that jurisdiction.

If any Remaining Adcock Shareholder is in any doubt regarding the Exchange Control Regulations of the Offer, he/she should consult his/her professional advisers without delay. 1.6.1. Residents of the Common Monetary Area: 1.6.1.1. in the case of Certificated Adcock Shareholders whose registered address in the Register are within the Common Monetary Area and whose Documents of Title are not restrictively endorsed in terms of the Exchange Control Regulations, the Offer Consideration will be settled to such Certificated Adcock Shareholders, in accordance with paragraphs 1.4.1; or

14 1.6.1.2. in the case of Dematerialised Adcock Shareholders whose registered addresses in the Register are within the Common Monetary Area and whose accounts with their CSDP or Broker have not been restrictively designated in terms of the Exchange Control Regulations, the Offer Consideration will be credited directly to the accounts nominated for the relevant Dematerialised Adcock Shareholders by their duly appointed CSDP or Broker in terms of the provisions of the custody agreement with their CSDP or Broker.

1.6.2. Emigrants from the Common Monetary Area 1.6.2.1. In the case of Remaining Adcock Shareholders who are emigrants from the Common Monetary Area and whose Shares form part of their blocked assets, the Offer Consideration will: 1.6.2.1.1.

in the case of Certificated Adcock Shareholders whose Documents of Title are restrictively endorsed in terms of the Exchange Control Regulations, be forwarded to the Authorised Dealer in foreign exchange in South Africa controlling such Certificated Adcock Shareholders’ blocked assets in terms of the Exchange Control Regulations against delivery of the relevant Documents of Title. The attached Form of Acceptance, Surrender and Transfer (pink) makes provision for details of the Authorised Dealer concerned to be given; or 1.6.2.1.2. in the case of Dematerialised Adcock Shareholders whose registered addresses in the Register are within the Common Monetary Area and have not been restrictively designated in terms of the Exchange Control Regulations, be paid to their CSDP or Broker, which shall arrange for same to be credited directly to the blocked Rand bank account of the Remaining Adcock Shareholder concerned with their Authorised Dealer in foreign exchange in South Africa.

1.6.3. All other non-residents of the Common Monetary Area 1.6.3.1. The Offer Consideration accruing to Foreign Adcock Shareholders whose registered addresses are outside the Common Monetary Area and who are not emigrants from the Common Monetary Area will: 1.6.3.1.1. in the case of Certificated Adcock Shareholders whose Documents of Title have been restrictively endorsed in terms of the Exchange Control Regulations, be deposited with their Authorised Dealer in foreign exchange in South Africa nominated by such Certificated Adcock Shareholders. The attached Form of Acceptance, Surrender and Transfer (pink) makes provision for the nomination required; or 1.6.3.1.2.

in the case of Dematerialised Adcock Shareholders, be paid to their duly appointed CSDP or Broker and credited to such Remaining Adcock Shareholders in terms of the provisions of the custody agreement with their CSDP or Broker.

If the information regarding Authorised Dealers is not provided in terms of paragraph 1.6.2 and paragraph 1.6.3 above, the Offer Consideration will be held in trust by the Offeror for the Offer Participants concerned, pending receipt of the necessary information or instructions. All interest accruing on the Offer Consideration so held in trust will be for the benefit of the Offer Participant concerned. 1.7. Other terms of the Offer 1.7.1. The Offer may be amended, varied or revised in such manner as the Offeror in its sole discretion may determine, provided that no such amendment, variation or revision shall be made unless: 1.7.1.1.

the prior consent of the Takeover Regulation Panel and the JSE has been obtained; 1.7.1.2. there is no diminution in the value of the Offer Consideration offered; and 1.7.1.3. an announcement containing the amended, varied or revised offer is made prior to the closing time and date of the offer or such other date which is approved by the Takeover Regulation Panel and the JSE. 1.7.2. Without prejudice to its other rights, the Offeror reserves the right to condone, in its sole discretion, the non-observance by any Remaining Adcock Shareholder of any of the terms or conditions of the Offer. If the Offer is amended, varied or revised in a manner which makes it more favourable to Remaining Adcock Shareholders, the benefit of such improvement will automatically accrue to any Remaining Adcock Shareholder who accepted the Offer prior to the amendment, variation or revision being made.

1.7.3. The acceptance by or on behalf of such Remaining Adcock Shareholder of the Offer in its original or previous form shall be deemed to be an acceptance of any improved Offer pursuant to any such amendment, variation or revision and shall constitute an irrevocable authority and power of attorney in rem suam to any director or duly authorised representative of Bidvest to: 1.7.3.1. accept such amended, varied or revised offer on behalf of such Remaining Adcock Shareholder; and 1.7.3.2. execute on behalf of and in the name of such Remaining Adcock Shareholder all such further documents (if any) as may be required to give effect to such acceptance.