ADVTECH LIMITED - Notice of General Meeting

Notice of General Meeting

ADvTECH Limited
(Incorporated in the Republic of South Africa)
(Registration number 1990/001119/06)
Share code: ADH      ISIN: ZAE000031035
("the Company" or “ADvTECH”)


FURTHER ANNOUNCEMENT IN RELATION TO THE ACQUISITION BY ADvTECH OF 100% OF THE
MARAVEST GROUP COMPRISING MARAVEST, MARAMEDIA, SHETLAND INVESTMENTS, FUTURE
INDEFINITE INVESTMENTS 82 AND THEIR SUBSIDIARIES (“the Acquisition”) AND NOTICE OF
GENERAL MEETING


1. Introduction

As previously announced, the Board of Directors of ADvTECH has advised that it has
concluded comprehensive agreements for the acquisition of the Maravest Group (“the
Transaction”). In terms of the agreements, ADvTECH will acquire 100% of the shares in and
claims on loan account against Maravest (Pty) Ltd, Maramedia (Pty) Ltd, Shetland
Investments (Pty) Ltd and Future Indefinite Investments 82 (Pty) Ltd and their subsidiaries (“the
Maravest Group”).

Further to the announcement on 26 November 2014 where it was advised that the
transaction would require shareholder approval of a specific issue of shares for cash, it has
now been determined that the transaction is constituted purely as an acquisition and no
significant cash component will be required to be paid by ADvTECH. The purchase
consideration will be settled through the issue of ADvTECH shares to Kyocraft (Pty) Ltd and
the issue of ADvTECH vendor shares to Maravest. Maravest will then settle its obligation to
Corvest 7 (Pty) Ltd (“Corvest”) through a share placement with Arbor Capital, in terms of the
signed agreement.

The aggregate consideration payable for the Acquisition of the Maravest Group is
R450 000 000 plus R18 000 000 dependent upon the performance of Maramedia in the year
ended 31 December 2015, the aggregate number of shares to be issued in terms of the
consideration payable is 58 354 115 ADvTECH ordinary shares issued at R8.02 being the 30
day VWAP at the date of agreement.

The Acquisition is classified as a Category 2 transaction in terms of the Listings Requirements
of the JSE Limited (“Listings Requirements”) and thus shareholder approval is not required in
order to implement the acquisition in terms of the Listing Requirements.

The Company however only has the requisite approvals to issue up to 3 935 878 shares via
the general authority obtained from shareholders at the General Meeting held on 27 May
2014. ADvTECH is therefore required to convene a General Meeting of its Shareholders in
order to obtain Shareholders approval to place a further 54 418 237 authorised but unissued
ADvTECH Shares under the control of the Directors in order to implement the Acquisition.

2. Circular

ADvTECH shareholders are hereby advised that a circular containing, inter alia, details of the
Transaction, and a form of proxy (“Circular”) is being posted to ADvTECH shareholders on
Friday 27 March 2015 and will be available today on the ADvTECH website at
www.advtech.co.za. ADvTECH Shareholders are advised to review the Circular for the terms
of the Transaction.

3. NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Shareholders will be held at will be held at
10:00am on Wednesday, 29 April 2015 at ADvTECH House Inanda Greens Office Park 54
Wierda Road West Sandton, Johannesburg (“General Meeting”) for the purpose of
considering and, if deemed fit, passing with or without modification, the resolutions set out in
the notice of General Meeting included in the Circular.

4. IMPORTANT DATES AND TIMES

                                                                                              2015
 Record date to be entitled to receive the Circular incorporating the               Friday, 20 March
 notice convening the General Meeting

 Circular and notice of General Meeting posted to ADvTECH                           Friday, 27 March
 shareholders

 Last day to trade ADvTECH Shares on the JSE in order to be eligible to             Friday, 10 April
 vote at the General Meeting
 Record date to be entitled to participate in and vote at the General               Friday, 17 April
 Meeting
 Last date for receipt of the forms of proxy for the General Meeting by             Friday, 24 April
 10:00am

 General Meeting to be held at 10:00am                                              Wednesday 29 April

 Results of the General Meeting released on SENS                                    Wednesday, 29 April

 Expected date of listing on the JSE of the new ADvTECH Shares issued               Monday, 4 May
 to settle the purchase consideration

All dates and times are subject to change. Any change will be released on SENS and
published in the press.

Sandton
26 March 2015

Sponsor and Financial Advisors                  Financial Advisor to Maravest Group and the
to ADvTECH                                      Vendors
Bridge Capital Advisors                         Arbor Capital

Attorney to ADvTECH                             Legal Advisor to Maravest Group
Cliffe Dekker Hofmeyr Inc                       Werksmans Attorneys

Independent expert                              Financial Advisors to Kyocraft (Pty) Ltd
Grant Thornton Advisory Services (Pty) Ltd      Freedom Capital

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