Jacques Kallis scored 69 and Faf du Plessis made 52 as South Africa ended up with 284/8 in their 50 overs against Bangladesh in a World Cup Group B clash at Mirpur on Saturday.
Earlier, Shakib Al Hasan got the all important wicket of Jacques Kallis to end a promising innings.
Earlier South African skipper Graeme Smith won the toss and elected to bat first in a match which Bangladesh can't afford to lose.
South Africa has made two changes in their squad, Dale Steyn and Morne Morkel have been rested. Imran Tahir and Colin Ingram makes it to playing eleven.
It's a must win match for the host nation Bangladesh as the win here will ensure them a place in quarterfinals, whereas South Africa has already booked their place in the last eight and a win here will help them top the Group B.
Bangladesh have defeated South Afirca only once in 13 one-day internationals with Proteas' lone defeat coming way back in 2007 World Cup in the Caribbean.