Results of annual general meeting and change in membership of committees 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 AND CHANGE IN MEMBERSHIP OF COMMITTEES Shareholders are advised that at the Annual General Meeting (“AGM”) of Adcorp shareholders held today at Adcorp’s registered office, Adcorp Office Park, Nicolway East, cnr William Nicol Drive and Wedgewood Link, Bryanston, all the ordinary and special resolutions as set out in the notice of the AGM, dated 19 July 2017, contained in the Company`s 2017 Integrated Annual Report were duly passed by the requisite majority votes of shareholders. The voting results for 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 126 154 448, consisting of 109 331 599 ordinary shares and 16 822 849 B ordinary shares; and - Total number of shares voted in person or by proxy was 107 408 896, representing 85.14% 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: Election and re-election of directors 1.1 JA Boggenpoel 100 665 916 100.00 987 - 6 741 993 5.34 1.2 C Maswanganyi 107 135 169 99.76 260 982 0.24 12 745 0.01 1.3 CJ Kujenga 107 318 889 99.93 77 262 0.07 12 745 0.01 1.4 S Sithole 102 724 975 95.65 4 671 176 4.35 12 745 0.01 1.5 N Nongogo 96 255 899 95.62 4 411 112 4.38 6 741 885 5.34 1.6 GT Serobe 106 082 444 98.78 1 313 707 1.22 12 745 0.01 1.7 FS Mufamadi 100 666 051 100.00 960 - 6 741 885 5.34 Ordinary resolution number 2: Election of Audit and Risk Committee members 2.1 SN Mabaso-Koyana 104 082 472 96.91 3 313 679 3.09 12 745 0.01 2.2 MW Spice 104 082 337 96.91 3 313 706 3.09 12 853 0.01 2.3 JA Boggenpoel 100 666 403 100.00 500 - 6 741 993 5.34 2.4 FS Mufamadi 100 666 511 100.00 500 - 6 741 885 5.34 Ordinary resolution number 3: Re- appointment of 99 281 894 92.44 8 114 257 7.56 12 745 0.01 independent external auditors Ordinary resolution number 4: Place 2 000 000 of the authorised but unissued 103 213 413 96.11 4 182 738 3.89 12 745 0.01 ordinary shares under the control of the directors for purposes of the share scheme Ordinary resolution number 5: Non-binding 81 253 608 75.66 26 142 835 24.34 12 453 0.01 advisory vote on remuneration policy Ordinary resolution number 6: Authority to 107 396 051 100.00 500 - 12 345 0.01 implement resolutions passed at the AGM Special resolution number 1: Remuneration payable 107 394 050 100.00 2 041 - 12 805 0.01 to non-executive directors Special resolution number 2: Repurchase of the 91 376 951 85.08 16 029 655 14.92 2 290 - company’s shares up to 10% Special resolution number 3: Financial assistance for the subscription of any debt securities and 100 845 145 93.90 6 550 886 6.10 12 865 0.01 provision of loans or other financial assistance to present or future related or inter-related companies Shareholders are further advised of the following changes to the membership of the Board Committees: . Ms GT Serobe is no longer a member of the Remuneration Committee . Ms SN Mabaso-Koyana is no longer a member of the Nominations Committee . Mr ME Mthunzi is no longer a member of the Audit and Risk Committee . Mr C Maswanganyi is appointed as a member of the Investment Committee Bryanston 23 August 2017 Sponsor: Deloitte & Touche Sponsor Services (Pty) Ltd Date: 23/08/2017 02:54:00 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.