The directors have pleasure in presenting their report for the year ended June 30 2012.

Nature of business

The Company is an investment holding company with subsidiaries operating in the services, trading and distribution industries. Details of the Group’s activities are included in the Operational Reviews and Bidvest at a glance.

Results of operations

The results of operations are dealt with in the consolidated income statement, segmental analysis and operational review.

Financial reporting

The directors are required by the Companies Act, to produce financial statements, which fairly present the state of affairs of the Company and the Group as at the end of the financial year and the profit or loss for that financial year, in conformity with IFRS and the requirements of the Companies Act.

The financial statements as set out in this report have been prepared by management in accordance with IFRS and the requirements of the Companies Act, and are based on appropriate accounting policies supported by reasonable and prudent judgements and estimates.

The directors are of the opinion that the financial statements fairly present the financial position of the Company and of the Group as at June 30 2012 and the results of their operations and cash flows for the year then ended.

The directors are satisfied that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going-concern basis in preparing the financial statements.

Acquisitions and disposal

The Group undertook a number of smaller acquisitions during the year. Details of assets acquired and liabilities assumed are contained in note 11 to these financial statements.

The sale of 50% of the Group’s effective economic interest in Mumbai International Airport Private Limited for a profit of R399,1 million was completed in October 2011.

Subsequent events

No reportable events took place subsequent to the year-end.

Share capital

386 357 (2011: Nil) shares were issued during the year at premiums of between R143,36 and R149,84 per share.

Movement in treasury shares

In terms of general authorities granted to the Company to repurchase its ordinary shares, the latest being shareholder authority obtained at the annual general meeting of shareholders held on November 21 2011, a maximum of 65 546 986 ordinary shares may be acquired by the Company of which 32 773 493 may be acquired by its subsidiaries.

A total of 1 318 233 ordinary shares were disposed of at an average price of R112,98 per share in settlement of share options exercised by staff.

Dividends

An interim cash dividend of 280,0 cents per share (2011: 225,0 cents per share) was declared by the directors to ordinary shareholders recorded in the register at the close of business on Friday, April 13 2012. A special cash dividend of 80,0 cents per share was declared by the directors to ordinary shareholders recorded in the register at the close of business on Wednesday, March 30 2012.

Subsequent to the year-end, a final cash dividend of 342,0 cents per share (290,7 cents after the deduction of withholding tax, where applicable) (2011: 255,0 cents per share) was declared by the directors to shareholders recorded in the register at the close of business on Friday, September 21 2012. The salient dates are:

Payments to shareholders

Approval was obtained at the last annual general meeting for the Company to make payments which would reduce its share capital, share premium, and/or reserves in terms of the Companies Act.

Special resolutions

Special resolutions were passed at the annual general meeting of shareholders held on Monday, November 21 2011 in regard to a general authority to enable the Company to acquire its own shares.

Special resolutions were passed by certain subsidiaries to accommodate the acquisition of various businesses and to change their names.

Directorate

During the current year there were some changes made to the composition of the board. The resignation of the following directors being Messrs MC Berzack (resigned September 7 2011), NP Mageza (resigned November 21 2011) and Mrs LG Boyle (resigned February 13 2012). Considerable thought is given to board balance and composition and therefore the board appointed the following four independent non-executive directors being Messrs PC Baloyi, EK Diack, AK Maditsi and Ms L Phalatse as announced on April 20 2012.

Collectively, the board believes the current mix of knowledge, skill and experience meets the requirements to lead Bidvest effectively. The board currently comprises 11 independent non-executive directors, five non-executive directors, eight executive directors and one alternate, non-executive director. The roles of chairman and chief executive are distinct. In line with King III requirements, a lead independent director has been appointed, Mr DDB Band.

In terms of the Company’s memorandum of incorporation the directors who retire by rotation at the forthcoming annual general meeting are Messrs MC Ramaphosa, FJ Barnes, LI Jacobs, D Masson, JL Pamensky, AC Salomon and Ms T Slabbert. The directors who have made themselves available for re-election at the forthcoming annual general meeting are Messrs MC Ramaphosa, D Masson and Ms T Slabbert.

Fred Barnes, Lionel Jacobs and Joe Pamensky will not be offering themselves for re-election. Simultaneously Muriel Dube, Mathabo Kunene and Peter Nyman have tendered their resignation to be effective from the annual general meeting date.

Alan Salomon, who also retires by rotation, has agreed not to make himself available for re-election due to the growth of the Bank under his guidance and the perceived conflicts of interest with his executive responsibilities as chief executive of Bidvest Bank, the board believes that his independence is good governance and thanks him for his acceptance of this assigned responsibility.

The directors concerned have given many years of combined service and contribution to the growth and development of Bidvest and are sincerely thanked for their years of loyalty and dedication.