Scheme of Arrangement: Fulfilment of outstanding conditions precedent and finalisation announcement ADCORP HOLDINGS LIMITED KELLY GROUP LIMITED Incorporated in the Republic of South Africa Incorporated in the Republic of South Africa Registration number 1974/001804/06 Registration number 1999/026249/06 Share code ADR Share code KEL ISIN: ZAE000000139 ISIN: ZAE000093373 (“Adcorp”) (“Kelly”) SCHEME OF ARRANGEMENT FULFILMENT OF OUTSTANDING CONDITIONS PRECEDENT AND FINALISATION ANNOUNCEMENT Adcorp ordinary shareholders (“Adcorp Shareholders”) and Kelly ordinary shareholders (“Kelly Shareholders”) are referred to the joint announcement by Adcorp and Kelly of a firm intention by Adcorp to make an offer to acquire, through its wholly-owned subsidiary Paracon Holdings Limited, the Kelly ordinary shares (“Kelly Shares”) that Adcorp does not already own, excluding the Kelly ordinary shares held by subsidiaries of Kelly (“Proposed Transaction”), by way of a scheme of arrangement (“Scheme”) in terms of section 114 of the Companies Act 71 of 2008, as amended, (the "Companies Act") which was released on SENS on 24 July 2014 and published in the press on 25 July 2014. Adcorp Shareholders and Kelly Shareholders are advised that the Competition Tribunal has unconditionally approved the Proposed Transaction and that the Takeover Regulation Panel has issued a compliance certificate in terms of section 119(4)(b) of the Companies Act in respect of the Scheme. As such, all conditions precedent to the Scheme have been fulfilled. Accordingly, Kelly Shareholders are advised that the salient dates which were set out in the circular to Kelly Shareholders, dated 21 August 2014, have been amended by mutual agreement between Adcorp and Kelly as follows: 2014 Last day to trade Kelly Shares on the JSE in order to be recorded in Kelly`s securities register so as to receive the Scheme consideration Friday, 7 November Listing of the Kelly Shares on the JSE to be suspended from trading on the JSE from the commencement of trade on Monday, 10 November Date on which Scheme participants must be recorded in Kelly`s securities register so as to receive the Scheme consideration ("Scheme Consideration Friday, 14 November Record Date"), by close of trade on Last date on which the Scheme participants can make an election in respect of the Scheme consideration by 12:00 on Friday, 14 November Operative date of the Scheme on Monday, 17 November Scheme consideration to be paid/posted to certificated Scheme participants (provided their form of election, surrender and transfer, and documents of title are received on or prior to 12:00 on the Scheme Consideration Record Date, Monday, 17 November being 14 November 2014) on or about Dematerialised Scheme participants expected to have their accounts (held at their CSDP or broker) credited with the Scheme consideration on or about Monday, 17 November Termination of listing of Kelly Shares on the JSE at the commencement of trade on Tuesday, 18 November Notes: 1. All times given in this announcement are local times in South Africa. 2. Kelly Shares may not be dematerialised or rematerialised after Friday, 7 November 2014. Johannesburg 31 October 2014 Joint Corporate Adviser and Transaction Sponsor to Adcorp Investec Bank Limited Joint Corporate Adviser to Adcorp Rand Merchant Bank (A division of FirstRand Bank Limited) Sponsor to Adcorp Deloitte & Touche Sponsor Services Proprietary Limited Legal Adviser to Adcorp Webber Wentzel Competition Adviser to Adcorp Nortons Incorporated Corporate Adviser and Transaction Sponsor to Kelly Merchantec Capital Sponsor to Kelly PSG Capital Legal Adviser to Kelly Van Zijl Incorporated Date: 31/10/2014 12:55:00 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.