Posting of Circular and Notice of General Meeting ADCORP HOLDINGS LIMITED Incorporated in the Republic of South Africa (Registration number 1974/001804/06) Share code: ADR ISIN: ZAE000000139 (“Adcorp” or “the Company”) POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING 1. INTRODUCTION Adcorp shareholders ("Shareholders") are referred to the announcement released by Adcorp on SENS on 25 March 2013 and published in the press on 26 March 2013 regarding the implementation by Adcorp of a new ten year broad based black economic empowerment (“BBBEE”) transaction and the unwinding of its 2007 BBBEE transaction (“Proposed Transaction”). Shareholders are hereby advised that a circular (“Circular”) containing, inter alia, details of the Proposed Transaction, a notice of general meeting of the Shareholders (“General Meeting”) and a form of proxy has been posted to Shareholders today. Shareholders are advised that the Proposed Transaction is subject to the fulfilment of certain conditions precedent detailed in the Circular, and are advised to review the Circular for a summary of the key terms and conditions of the Proposed Transaction. 2. NOTICE OF SHAREHOLDERS MEETING The General Meeting will be held at the Adcorp Head Office, Nicolway Bryanston, Cnr William Nicol and Wedgewood Link, Bryanston, 2021 on Monday, 20 May 2013 at 10:00 to consider and, if deemed fit, approve the resolutions necessary to implement the Proposed Transaction. 3. IMPORTANT DATES AND TIMES The important dates and times relating to the Proposed Transaction are set out below. Record date to receive Circular and notice of General Meeting Friday, 12 April 2013 Circular and notice of General Meeting posted to Shareholders on Thursday, 18 April 2013 Last day to trade in Adcorp shares in order to be recorded in Adcorp’s securities register to participate in and vote at the General Friday, 3 May 2013 Meeting Record date to be entitled to attend, participate in and vote at the Friday, 10 May 2013 General Meeting by close of trading on Proxy forms for the General Meeting to be received by 10:00 on Friday, 17 May 2013 General Meeting held at 10:00 on Monday, 20 May 2013 Results of the General Meeting released on SENS on Monday, 20 May 2013 Results of the General Meeting published in the South African Tuesday, 21 May 2013 press on Notes: a) All dates and times may be changed by Adcorp and/or may be subject to certain regulatory approvals being obtained. Any change will be published on SENS and in the South African press. b) Shareholders should note that, as transactions in Adcorp shares 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 shares after Friday, 3 May 2013 will not be eligible to participate in and vote at the General Meeting. c) All times given in this Circular 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 18 April 2013 Investment Bank and Transaction Sponsor to Adcorp Investec Corporate Finance Sponsor Deloitte & Touche Sponsor Services Proprietary Limited Corporate Legal Advisor Webber Wentzel Tax Advisor DLA Cliffe Dekker Hofmeyr Reporting Accountants Deloitte & Touche Independent Expert Grant Thornton Advisory Services Proprietary Limited Date: 18/04/2013 01:35:00 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.