ADCOCK INGRAM HOLDINGS LIMITED - Finalisation Announcement in respect of Offer by Natco Pharma to acquire all the remaining ordinary shares In Adcock

Finalisation Announcement in respect of Offer by Natco Pharma to acquire all the remaining ordinary shares In Adcock

ADCOCK INGRAM HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2007/016236/06)
JSE Ordinary Share code: AIP
ISIN: ZAE000123436
("Adcock Ingram" or "the Company")

FINALISATION ANNOUNCEMENT IN RESPECT OF THE OFFER BY NATCO PHARMA TO ACQUIRE
ALL THE REMAINING ORDINARY SHARES IN ADCOCK INGRAM BY WAY OF A SCHEME OF
ARRANGEMENT

1. INTRODUCTION

    Adcock Ingram shareholders are referred to the Circular and the announcement of the results of the
    General Meeting released on SENS on Friday, 10 October 2025, wherein it was confirmed that the
    resolution necessary to approve the Scheme, was approved by the requisite majority of Adcock Ingram
    shareholders present (in person or represented by proxy) at the General Meeting held on Thursday, 9
    October 2025.

    Unless otherwise defined in this announcement, words and expressions contained herein shall have
    the same meanings as assigned to them in the Circular.

2. FULFILMENT OF THE SCHEME CONDITIONS PRECEDENT

    Adcock Ingram is pleased to confirm that all of the Scheme Conditions Precedent, as outlined in the
    Circular, have now been fulfilled or waived (where permitted), as the case may be, and that the Scheme
    has accordingly become unconditional with effect from Friday 24 October 2025. Consequently, Adcock
    Ingram will proceed with the implementation of the Scheme.

    The implementation of the Scheme will ultimately result in:
      -     Adcock Ingram shareholders recorded on the Adcock Ingram Securities Register on the
            Scheme Record Date receiving the Per Share Scheme Consideration of R75.00 per Adcock
            Ingram Share; and
      -     the issued ordinary shares of Adcock Ingram being delisted from the Main Board of the JSE
            Limited in terms of paragraph 1.17(b) of the JSE Listings Requirements.

3. SALIENT DATES AND TIMES

    The Scheme will be implemented in accordance with the following salient dates and times:

      Key Action:                                                                                    Date, 2025

      Last day to trade in Adcock Ingram Shares on the JSE to participate in the Scheme     Tuesday, 4 November

      Suspension of the listing of the Adcock Ingram Shares at the commencement of        Wednesday, 5 November
      trade on the JSE
                                                                                                                
      Scheme Record Date, being the date on which Adcock Ingram shareholders must            Friday, 7 November
      be recorded in the Adcock Ingram Securities Register to participate in the Scheme,
      by close of trade

      Scheme Implementation Date                                                            Monday, 10 November

      Per Share Scheme Consideration to be sent by EFT to Scheme Participants who           Monday, 10 November
      are Certificated Adcock Ingram Shareholders and who have lodged their Form of
      Surrender, Transfer and Acceptance with the Transfer Secretaries on or prior to
      12:00 on the Scheme Record Date

      Dematerialised Scheme Participants to have their accounts with their Broker or        Monday, 10 November
      CSDP credited with the Per Share Scheme Consideration

      Termination of listing of the Adcock Ingram Shares in terms of the Scheme at         Tuesday, 11 November
      commencement of trade on the JSE

      Notes:
      1. All dates and times given in this announcement are a reference to South Africa Standard Time.

4. RESPONSIBILITY STATEMENT

   The Adcock Ingram Board and Adcock Ingram Independent Board collectively and individually accepts
   responsibility for the information contained in this announcement insofar as it relates to the Company,
   and certifies that, to the best of its knowledge and belief, such information contained herein is true and
   nothing has been omitted which is likely to affect the import of such information.

Midrand
24 October 2025

Financial Advisor to the Company
Goldman Sachs International

Legal Advisor to the Company
Edward Nathan Sonnenbergs Inc.

JSE Equity Sponsor to the Company
Rand Merchant Bank (A division of FirstRand Bank Limited)

Independent Expert
BDO Corporate Finance Proprietary Limited

Financial Advisor to the Offeror
Investec Bank Limited

Legal Advisor to the Offeror
Bowmans

Legal Advisor to Bidvest
Alchemy Law

Date: 24-10-2025 07:05:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.