General Meeting relating to Approval of Adcorp's new MOI Adcorp Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 1974/001804/06) Share Code: ADR ISIN: ZAE000000139 ("Adcorp” or “the Company”) GENERAL MEETING RELATING TO THE APPROVAL OF ADCORP’S NEW MEMORANDUM OF INCORPORATION AND AUTHORISATION TO PROVIDE FINANCIAL ASSISTANCE IN TERMS OF SECTION 44 OF THE COMPANIES ACT 71 OF 2008 The circular, setting out, inter alia, the rationale for the adoption of the Company’s new Memorandum of Incorporation (“MOI”) and the authorisation to provide financial assistance in terms of Section 44 of the Companies Act 71 of 2008 (“Companies Act”) and a notice of general meeting, was posted to shareholders on Monday, 21 January 2013. The general meeting of Shareholders will be held at 08h00 on Tuesday, 19 February 2013 at the registered offices of Adcorp, Nicolway Bryanston, Cnr. William Nicol and Wedgewood Link Bryanston, 2021 for the purposes of approving the Company’s new MOI. The MOI is being amended in order to harmonise it with the Companies Act and the JSE Limited Listings Requirements. In addition, Adcorp intends on establishing a domestic medium term note programme (“DMTN Programme”) for the issue of notes with a limit, for the time being, of R2 000 000 000. The initial issuance of the notes is expected to be in an amount of R500 000 000 which will be used as operating capital for general corporate purposes. The establishment of the DMTN Programme results in Adcorp providing “financial assistance” within the meaning of Section 44 of the Companies Act. The financial assistance consists of the provision of security by Adcorp in connection with the subscription or purchase of securities to be issued by Adcorp. The salient dates for the general meeting, also contained in the circular, are as follows: Circular and notice of general Monday, 21 January 2013 meeting posted to shareholders on Last day to trade in Adcorp Friday, 1 February 2013 securities in order to be recorded in Adcorp’s securities register to vote at the general meeting on Record date to be entitled to Friday, 8 February 2013 attend, participate in and vote at the general meeting by close of trading on Proxy forms for the general meeting Monday, 18 February 2013 to be received by 08h00 on General meeting held at 08h00 on Tuesday, 19 February 2013 Results of the general meeting Tuesday, 19 February 2013 released on SENS on Results of the general meeting Wednesday, 20 February 2013 published in the South African press on Notes: a) All dates and times may be changed by Adcorp. Any change will be published on SENS and in the South African press. b) Shareholders should note that as transactions in Adcorp securities are settled in the electronic settlement system used by Strate, settlement of trades takes place 5 business days after such trade. Therefore, shareholders who acquire securities after Friday, 1 February 2013 will not be eligible to vote at the general meeting. c) All times given in this announcement are local times in South Africa. d) If the general meeting is adjourned or postponed, forms of proxy submitted for the initial general meeting will remain valid in respect of any adjournment or postponement of the general meeting. Bryanston 28 January 2013 Corporate Adviser and Transaction Sponsor: Investec Bank Limited Sponsor: Deloitte & Touche Sponsor Services Proprietary Limited Date: 28/01/2013 10:59:00 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.