ADCORP HOLDINGS LIMITED - Results of annual general meeting and change in membership of committees

Results of annual general meeting and change in membership of committees

Adcorp Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1974/001804/06)
Share Code: ADR ISIN: ZAE000000139
(“Adcorp” or “the Company”)

RESULTS OF ANNUAL GENERAL MEETING AND CHANGE IN MEMBERSHIP OF COMMITTEES

Shareholders are advised that at the Annual General Meeting (“AGM”) of Adcorp shareholders held
today at Adcorp’s registered office, Adcorp Office Park, Nicolway East, cnr William Nicol Drive and
Wedgewood Link, Bryanston, all the ordinary and special resolutions as set out in the notice of the
AGM, dated 19 July 2017, contained in the Company`s 2017 Integrated Annual Report were duly
passed by the requisite majority votes of shareholders.

The voting results for the proposed resolutions, as required in terms of section 3.91 of the JSE
Listings Requirements, are as follows:

-        Total number of shares entitled to vote was 126 154 448, consisting of 109 331 599 ordinary
         shares and 16 822 849 B ordinary shares; and
-        Total number of shares voted in person or by proxy was 107 408 896, representing 85.14% of
         the total issued share capital of the Company entitled to vote.


                                           For                  Against                  Abstained
    Resolution Proposed           Shares          % of     Shares          % of     Shares       % of total
                                                 shares                   shares                  shares
                                                  voted                    voted                 entitled to
                                                                                                   vote
    Ordinary resolution
    number 1: Election and
    re-election of directors
    1.1 JA Boggenpoel          100 665 916       100.00         987         -      6 741 993         5.34

    1.2 C Maswanganyi          107 135 169       99.76      260 982        0.24       12 745         0.01

    1.3 CJ Kujenga             107 318 889       99.93       77 262        0.07       12 745         0.01
    1.4 S Sithole              102 724 975       95.65    4 671 176        4.35       12 745         0.01
    1.5 N Nongogo               96 255 899       95.62    4 411 112        4.38    6 741 885         5.34
    1.6 GT Serobe              106 082 444       98.78    1 313 707        1.22       12 745         0.01
    1.7 FS Mufamadi            100 666 051       100.00         960         -      6 741 885         5.34
    Ordinary resolution
    number 2: Election of
    Audit and Risk Committee
    members
    2.1 SN Mabaso-Koyana       104 082 472       96.91    3 313 679        3.09       12 745         0.01
    2.2 MW Spice               104 082 337       96.91    3 313 706        3.09       12 853         0.01
    2.3 JA Boggenpoel          100 666 403       100.00         500         -      6 741 993         5.34
    2.4 FS Mufamadi            100 666 511       100.00         500         -      6 741 885         5.34
 Ordinary resolution
 number 3: Re-
 appointment of                 99 281 894    92.44     8 114 257       7.56        12 745   0.01
 independent external
 auditors
 Ordinary resolution
 number 4: Place
 2 000 000 of the
 authorised but unissued
                                103 213 413   96.11     4 182 738       3.89        12 745   0.01
 ordinary shares under the
 control of the directors for
 purposes of the share
 scheme
 Ordinary resolution
 number 5: Non-binding
                                 81 253 608   75.66     26 142 835     24.34        12 453   0.01
 advisory vote on
 remuneration policy
 Ordinary resolution
 number 6: Authority to
                                107 396 051   100.00           500       -          12 345   0.01
 implement resolutions
 passed at the AGM
 Special resolution number
 1: Remuneration payable        107 394 050   100.00         2 041       -          12 805   0.01
 to non-executive directors
 Special resolution number
 2: Repurchase of the
                                91 376 951    85.08     16 029 655     14.92         2 290    -
 company’s shares up to
 10%
 Special resolution number
 3: Financial assistance for
 the subscription of any
 debt      securities   and
                                100 845 145   93.90     6 550 886       6.10        12 865   0.01
 provision of loans or other
 financial assistance to
 present or future related
 or inter-related companies

Shareholders are further advised of the following changes to the membership of the Board
Committees:
   .     Ms GT Serobe is no longer a member of the Remuneration Committee
   .     Ms SN Mabaso-Koyana is no longer a member of the Nominations Committee
   .     Mr ME Mthunzi is no longer a member of the Audit and Risk Committee
   .     Mr C Maswanganyi is appointed as a member of the Investment Committee


Bryanston
23 August 2017

Sponsor: Deloitte & Touche Sponsor Services (Pty) Ltd

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