Trading statement for the year ended 28 February 2017 ADCORP HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number: 1974/001804/06) ISIN: ZAE000000139 Share Code: ADC (“the Group” or “the Company”) TRADING STATEMENT FOR THE YEAR ENDED 28 FEBRUARY 2017 In terms of the Listings Requirements of the JSE Limited (“JSE”), companies are required to publish a trading statement as soon as a reasonable degree of certainty exists that the financial results for the period to be reported upon next will differ by at least 20% from the financial results for the previous corresponding period. Trading profits were largely impacted as a result of volumes lost as a consequence of recent changes to South African labour laws as well as by trading losses incurred in the Group’s African operations as a result of the cut back in oil and gas related projects due to the sustained, depressed global oil price which also impacted on one of the Group’s Australian subsidiaries, Dare. Consequently, a goodwill impairment of AUD8 million has been recognised in the current year on Dare Energy. Further negative results were experienced on both the foreign exchange line as well as the revaluation of the Share Based Payment reserve where 2016 yielded large gains reflected in the income statement, and consequently earnings per share. The effective tax rate has increased due to losses in Africa which are unlikely to provide future tax relief and have therefore not been recognised. Given the retreat in earnings, the Group has embarked on a number of initiatives to ensure a return to sustainable earnings growth in order to retrace the earnings path of the past and in this regard, the Group has restructured its operations resulting in a large number of job cuts which also negatively impacted the year’s earnings in respect of severance packages paid to those affected, the benefits of which will only be realised in the new financial year. The results for the year ended 28 February 2017 are expected to be as follows: • Normalised earnings per share of between 84 cents and 94 cents per share compared to normalised earnings per share of 365.3 cents in 2016. This equates to a decrease of between 74% and 77% • Basic loss per share of between 145 cents and 155 cents per share compared to basic earnings per share of 192.0 cents in 2016. • Headline loss per share of between 23 and 33 cents compared to headline earnings per share of 299.6 cents in 2016. Investors are referred to the recent SENS announcement relating to the Revised Executive Remuneration Policy issued on 24 March 2017. In light of the depressed earnings, the Group’s Short Term Incentive (STI) and Long Term Incentive (LTI) targets have been revised as follows: The following metrics, weightings and performance ranges will apply to the short-term incentive scheme for executives for the financial year ending 28 February 2018. Threshold Target Maximum STI Metric Weight 50% x TGP 100% x TGP 150% x TGP 1 EBITDA growth 50% 45% 60% 75% 2 Cash conversion ratio 25% 70% 80% 90% 3 Individual performance 25% Sub-standard Met or Exceeding performance exceeded all performance on most individual on all individual performance individual performance metrics performance metrics metrics EBITDA is defined as Normalised Earnings before Interest, Tax, Depreciation and Amortisation. Normalised earnings is defined as headline earnings excluding amortisation of intangible assets acquired in business combinations and excluding transaction costs related to business combinations. EBITDA targets have been calculated according to organic earnings growth only and exclude any growth associated with the acquisition of earnings related to business combinations. In addition, EBITDA growth targets have been calculated on the assumption that certain “one off” costs included in the base such as restructuring costs, foreign exchange losses and the like, will not re-occur. TGP is defined as total guaranteed package. For the performance vested portion of the Long Term Incentive LTI) awards, the following criteria and performance ranges will apply in respect of LTI awards made during the financial year ending 28 February 2018. Threshold Threshold Threshold LTI Metric Weighting 50% vesting 75% vesting 100% vesting 1 ROIC 50% 14% 17% 20% 2 Normalised EPS growth 50% 48% 54% 60% . Return on Invested Capital (ROIC) Return on invested capital (ROIC) is defined as the Earnings before Interest, Tax, Depreciation and Amortisation (EBITDA) return on average invested capital (equity capital, reserves and net debt). This ratio will be computed for each of the three financial years and the corporate performance target (CPT) for this element of LTI vesting will be evaluated as the simple average of ROIC for the three financial years (FY18, FY19 and FY20) against the vesting scale as defined above. . Normalised Earnings Per Share (EPS) growth This CPT will be computed as the three year compound annual growth rate (CAGR) of Normalised EPS from FY18 to FY20. The vesting for this proportion will then be determined based on the vesting scale as defined above. The current mean targets for the Group are the target column for STI (this covers the financial year ending 28 February 2018) and the 75% threshold for LTI (the LTI covers the next three years). It is anticipated that the results for the year ended 28 February 2017 will be published on or about 23 May 2017. The targeted financial information and this trading statement have not been reviewed or reported on by the Company’s auditors. Bryanston 5 May 2017 Sponsor Deloitte & Touche Sponsor Services Proprietary Limited Date: 05/05/2017 05:05:00 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.