Results of annual 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”) RESULTS OF ANNUAL GENERAL MEETING Shareholders are advised that at the Annual General Meeting (“AGM”) of Adcorp shareholders held today at Adcorp’s registered office, Adcorp Office Park, Nicolway, Bryanston, all the ordinary and special resolutions as set out in the notice of the AGM contained in the Company`s 2016 Integrated Annual Report, dated 15 July 2016, were duly passed by the requisite majority votes of shareholders. The voting results with respect to the proposed resolutions, as required in terms of section 3.91 of the JSE Listings Requirements, are as follows: - Total number of shares entitled to vote was 125 205 695, consisting of 108 382 846 ordinary shares and 16 822 849 B ordinary shares; and - Total number of shares voted in person or by proxy was 109 673 661, representing 87.59% of the total issued share capital of the Company entitled to vote. For Against Abstained Resolution Proposed Shares % of Shares % of Shares % of total shares shares shares voted voted entitled to vote Ordinary resolution number 1: Presentation of 109 673 661 100% - - the annual financial statements Ordinary resolution number 2: Election and re-election of directors 2.1 A Guharoy 109 412 730 99.76% 260 931 0.24% - - 2.2 MW Spicer 109 625 661 100% - - 48 000 0.04% 2.3 NS Ndhlazi 108 494 282 98.93% 1 178 379 1.07% 1 000 0.00% 2.4 SN Mabaso-Koyana 109 579 819 99.92% 92 842 0.08% 1 000 0.00% Ordinary resolution number 3: Election of Audit and Risk Committee members 3.1 TDA Ross 109 672 661 100% - - 1 000 0.00% 3.2 SN Mabaso-Koyana 109 446 288 99.79% 226 373 0.21% 1 000 0.00% 3.3 ME Mthunzi 109 665 661 99.99% 7 000 0.01% 1 000 0.00% 3.4 MW Spicer 109 625 661 100% - - 48 000 0.04% Ordinary resolution number 4: Re- appointment of 105 566 084 96.25% 4 107 577 3.75% - - independent external auditors Ordinary resolution number 5: Place 2 000 000 of the 49 461 220 59.88% 33 142 252 40.12% 27 070 189 21.62% authorised but unissued ordinary shares under the control of the directors Ordinary resolution number 6: Non-binding advisory vote on 47 207 957 66.64% 23 633 584 33.36% 38 832 120 31.01% remuneration policy Ordinary resolution number 7: Authority to 109 573 661 99.91% 100 000 0.09% - - implement resolutions passed at the AGM Special resolution number 1: Remuneration payable 99 677 288 90.89% 9 996 373 9.11% - - to non-executive directors Special resolution number 2: Repurchase of the 109 673 661 100% - - - - Company’s shares Special resolution number 3: Financial assistance for the subscription of any debt securities and 90 859 988 82.85% 18 813 673 17.15% - - provision of loans or other financial assistance to present or future related or inter-related companies Bryanston 25 August 2016 Sponsor: Deloitte & Touche Sponsor Services (Pty) Ltd Date: 25/08/2016 04:19:00 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.