ADCORP HOLDINGS LIMITED - Results Of Meeting Of Holders Of Group 1 Notes Issued By Adcorp Holdings Limited

Results Of Meeting Of Holders Of Group 1 Notes Issued By Adcorp Holdings Limited

Adcorp Holdings Limited
Incorporated in the Republic of South Africa)
Registration No. 1974/001804/06)
Company code: ADRI
ISIN ADCB01: ZAG000103656
ISIN ADCB02: ZAG000107533
ISIN ADCB04: ZAG000122060
(the “Issuer”)


RESULTS OF MEETING OF HOLDERS OF GROUP 1 NOTES ISSUED BY ADCORP HOLDINGS
LIMITED

Noteholders are advised that at a meeting of Group 1 Noteholders held at the offices of Adcorp Holdings
Limited, Adcorp Office Park at Nicolway Bryanston, Corner William Nicol Drive and Wedgewood Link,
Bryanston, 2021 on 16 November 2015 at 10h00, the following resolutions were proposed to be passed:

EXTRAORDINARY RESOLUTION 1 - CONSENT TO SHORTER NOTICE PERIOD

The Group 1 Noteholders waive the requirement in terms of Condition 23.4.1 of the Terms and Conditions of
the Group 1 Notes that requires the Issuer to furnish the Group 1 Noteholders with at least 15 days' prior
written notice of the Group 1 Noteholders Meeting.

EXTRAORDINARY RESOLUTION 2 - AMENDMENT TO CONDITION 25.1.2 IN REGARD TO THE
COVENANT AMENDMENT

In terms of Condition 25 (Covenants) of the Terms and Conditions of the Group 1 Notes, the Issuer must
maintain certain financial covenants.

IT IS RESOLVED THAT:

Condition 25 (Covenants) of the Terms and Conditions of the Group 1 Notes be and is hereby amended by
the deletion of the words "and that have been ceded in security in terms of the Security Cessions (excluding,
from 28 August 2013, Trade Receivables that comprise Restricted Property" from the definition of Good
Debtors.

EXTRAORDINARY RESOLUTION 3 - AMENDMENT TO CONDITION 25.1.2 IN REGARD TO THE
COVENANT AMENDMENT

In terms of Condition 25 (Covenants) of the Terms and Conditions of the Group 1 Notes, the Issuer must
maintain certain financial covenants.
IT IS RESOLVED THAT:

Condition 25 (Covenants) of the Terms and Conditions of the Group 1 Notes be and is hereby amended by
inserting "(i)" immediately after the word "means" in the definition of "Good Debtors" and inserting the
following at the end of that definition, "(ii) Trade Receivables that have been outstanding for more than 90
days but less than 120 days, provided that such Trade Receivables constitute claims against trade debtors
that have a national scale rating of at least "A1.za" by Moody's Investors Services Limited, "A+(zaf) by Fitch
Southern Africa (Pty) Ltd, "zaA+" by Standard & Poor's Rating Services, "A+" by Global Credit Rating Co.
(Pty) Ltd or its equivalent for the time being;"
EXTRAORDINARY RESOLUTION 4 - SECURITY STRUCTURE AMENDMENTS

Appendix "B" of the Applicable Pricing Supplements for the Group 1 Notes describes the current security
sharing structure.

IT IS RESOLVED THAT:

The current security structure be and is hereby substituted with a new security structure, by:

the execution of the agreements set out below, substantially in the form of the draft agreements distributed
to Noteholders with the Notice of Meeting, each as defined in the revised definitions as set out in Annexe B
to the Notice of Meeting:

(i) the Security SPV Guarantee;

(ii the Indemnity;

(iii) the Security Cession; and

(iv) the Intercreditor Security Enforcement Agreement;

(b) an agreement terminating the existing Security Documents (as defined in the current Applicable Pricing
Supplements of the Group 1 Notes);

(c ) the amendment of the definitions in respect of the Group 1 Notes, as set out in Appendix "C" to the
Applicable Pricing Supplements of the Group 1 Notes, by the adoption of the revised definitions as set out in
Annexe B to the Notice of Meeting; and

(d) the amendment of the description of the security structure in respect of the Group 1 Notes, as set out in
Appendix "B" to the Applicable Pricing Supplements of the Group 1 Notes, by the adoption of the revised
description of the security structure as set out in Annexe C to the Notice of Meeting.

EXTRAORDINARY RESOLUTION 5 - SUBSIDIARY GUARANTEE

IT IS RESOLVED THAT:

Subject to the passing of Extraordinary Resolution 4, the Terms and Conditions of the Group 1 Notes be and
are hereby amended by the insertion of the following new Condition 23 (Subsidiary Guarantee) and the re-
numbering of the existing Condition 23 as Condition 26, including all cross references to Condition 23:

"23.   Subsidiary Guarantee

23.1   The Issuer has procured that the obligations of the Issuer under the Notes issued under the
Programme are guaranteed by the Subsidiary Guarantors on the terms and conditions as contained in the
Subsidiary Guarantee. Additional Subsidiary Guarantors may accede to the Subsidiary Guarantee from time
to time. The Issue shall notify the Noteholders in writing of such accession in accordance with Condition 16.

23.2 If, after the Issue Date, any member of the South African Group becomes a wholly-owned Material
Subsidiary, the Issuer must, within 30 days of the date on which such Subsidiary is determined to be a
wholly-owned Material Subsidiary, procure that that wholly-owned Material Subsidiary becomes a
Subsidiary Guarantor by delivering to the Debt Sponsor a duly completed and executed Accession
Agreement, unless it is unlawful for that Material Subsidiary to become a Subsidiary Guarantor and such
unlawfulness is not within the control of the Issuer or the relevant Material Subsidiary.

23.3   If at any time after the Issue Date:
23.3.1 the aggregate contribution of all the Subsidiary Guarantors to the (a) Tangible NAV, (b) the EBITDA
of the South African Group or (c) the Trade Receivables,

is less than

23.3.2 85% of the (a) Tangible NAV, or (b) EBITDA of the South African Group, or (c) Trade Receivables, as
the case may be,

(such shortfall being a "Financial Support Deficit"), then the Issuer must procure, within 30 days of the end
of the month in which such Financial Support Deficit is calculated, that so many additional members of the
South African Group accede to the Subsidiary Guarantee as are necessary to ensure that there is no Financial
Support Deficit, by delivering to the Debt Sponsor a duly completed and executed Accession Agreement.

26.4   The tests referred to in Conditions 23.2 and 23.3 above shall be measured on the last day of each
financial year end and financial half year end of the Issuer (the "Measurement Date"), in relation to each 12
month period (a "Measurement Period") ending on that Measurement Date, by reference to (i) the audited
consolidated financial statements of the Issuer where the Measurement Date is the last day of February, (ii)
the unaudited consolidated reviewed financial statements of the Issuer where the Measurement Date is the
last day of August.

23.5 The Subsidiary Guarantee and each Accession Agreement will be deposited with and held by the Debt
Sponsor. Each Noteholder will, at its cost, be entitled to require the Debt Sponsor to provide a copy of the
Subsidiary Guarantee and each Accession Agreement on request. In holding the Guarantee and each
Accession Agreement, the Debt Sponsor does not act in a fiduciary or similar capacity for the Noteholders
and it does not accept any liability, duty or responsibility to the Noteholders in this regard.

23.6 The Issuer is entitled to request the removal of a Subsidiary Guarantor, as a Subsidiary Guarantor, by
notice in writing to the Noteholders. The Noteholders will not be entitled to refuse such request, if no
amount is then due under the Subsidiary Guarantee and the Issuer delivers a certificate to the Noteholders
confirming that the Subsidiary seeking to be released is no longer a Material Subsidiary and that if such
Subsidiary is released there will not be any Financial Support Deficit. Subject to the terms of the Finance
Documents, such termination shall take effect from the date of approval of such request by Extraordinary
Resolution of the Noteholders. Such termination shall not affect any accrued rights and/or obligations of the
Subsidiary Guarantor at the date of such termination. The Issuer shall notify the Noteholders in writing of
such cessation in accordance with Condition 16."

EXTRAORDINARY RESOLUTION 6 - TRANSACTION SECURITY ACCESSION

IT IS RESOLVED THAT:

Subject to the passing of Extraordinary Resolutions 4 and 5, the Terms and Conditions of the Group 1 Notes
be and are hereby amended by the insertion of the following new Condition 27 (Transaction Security
Accession):

"27.   Transaction Security

If, after the Issue Date of any Group 1 Notes, any member of the South African Group becomes a wholly-
owned Material Subsidiary, the Issuer shall ensure that each such wholly-owned Material Subsidiary
accedes to the Indemnity in accordance with the provisions thereof and thereafter forthwith executes such
documents as may be required by the Trustee or the Security SPV in order to accede to or provide Security
on substantially the same basis as contemplated in the Security Documents."
EXTRAORDINARY RESOLUTION 7 - EFFECTIVE DATE OF THE AMENDMENTS APPROVED IN
EXTRAORDINARY RESOLUTIONS 4, 5 AND 6

IT IS RESOLVED THAT:

Group 1 Noteholders resolve that subject to the passing of Extraordinary Resolutions 4, 5 and 6 the
amendments to the Terms and Conditions of the Group 1 Notes as approved in Extraordinary Resolutions 4,
5 and 6 shall take effect from the date that the last of the agreements referred to in Extraordinary Resolution
5 is executed by the party signing it last.

EXTRAORDINARY RESOLUTION 8 - GENERAL AMENDMENTS

IT IS RESOLVED THAT:

The amendments set out in the section of the marked up Programme Memorandum, distributed to
Noteholders with the Notice of Meeting, headed "Terms and Conditions of the Notes", which reflects
changes relating to amendments to the JSE Debt Listings Requirements, the Companies Act, the Financial
Markets Act and various other technical amendments, be and are hereby approved as amendments to the
Terms and Conditions of the Group 1 Notes.

RESULTS:

After the voting had been conducted, the results of the voting are as follows:

Extraordinary Resolution 1

The acceptance by the Group 1 Noteholders of Extraordinary Resolution 1 passed by Group 1 Noteholders
represents 100% and the amount of Noteholders who voted against Extraordinary Resolution No. 1
represents 0% of the votes cast at a poll by members of the Group 1 Noteholders, present in person or by
proxy.

Extraordinary Resolution 2

The acceptance by the Noteholders of Extraordinary Resolution 2 passed by Noteholders represents 77.3%
and the amount of Noteholders who voted against Extraordinary Resolution No. 2 represents 22.7% of the
votes cast at a poll by members of the Group 1 Noteholders, present in person or by proxy.

Extraordinary Resolution 3

The acceptance by the Noteholders of Extraordinary Resolution 3 passed by Noteholders represents 93.7%
and the amount of Noteholders who voted against Extraordinary Resolution No. 3 represents 6.3% of the
votes cast at a poll by members of the Group 1 Noteholders, present in person or by proxy.

Extraordinary Resolution 4

The acceptance by the Noteholders of Extraordinary Resolution 4 passed by Noteholders represents 100%
and the amount of Noteholders who voted against Extraordinary Resolution No. 4 represents 0% of the
votes cast at a poll by members of the Group 1 Noteholders, present in person or by proxy.

Extraordinary Resolution 5

The acceptance by the Noteholders of Extraordinary Resolution 5 passed by Noteholders represents 100%
and the amount of Noteholders who voted against Extraordinary Resolution No. 5 represents 0% of the
votes cast at a poll by members of the Group 1 Noteholders, present in person or by proxy.
Extraordinary Resolution 6

The acceptance by the Noteholders of Extraordinary Resolution 6 passed by Noteholders represents 100%
and the amount of Noteholders who voted against Extraordinary Resolution No. 6 represents 0% of the
votes cast at a poll by members of the Group 1 Noteholders, present in person or by proxy.

Extraordinary Resolution 7

The acceptance by the Noteholders of Extraordinary Resolution 7 passed by Noteholders represents 100%
and the amount of Noteholders who voted against Extraordinary Resolution No. 7 represents 0% of the
aggregate Outstanding Principal Amount of the Notes issued under the DMTN Programme.

Extraordinary Resolution 8

The acceptance by the Noteholders of Extraordinary Resolution 8 passed by Noteholders represents 100%
and the amount of Noteholders who voted against Extraordinary Resolution No. 8 represents 0% of the
aggregate Outstanding Principal Amount of the Notes issued under the DMTN Programme.


18 November 2015

Debt Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)

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