ADCORP HOLDINGS LIMITED - Notice of a meeting of the holders of all the outstanding notes of Series 1 issued by Adcorp under its DMTN

Notice of a meeting of the holders of all the outstanding notes of Series 1 issued by Adcorp under its DMTN

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


NOTICE OF A MEETING OF THE HOLDERS OF ALL THE OUTSTANDING NOTES OF SERIES 1 ISSUED BY
ADCORP UNDER ITS DMTN



1.   Pursuant to Condition 20 of the Terms and Conditions of the Notes of Series 1 (the "Series
     Notes"), the Issuer hereby gives notice that a meeting of the holders of all the outstanding Notes
     of Series 1 held under Stock Code ADCB01 issued by the Issuer under its R2,000,000,000 domestic
     medium term note programme (“DMTN”) (the "Series Noteholders"), will be held on 30
     November 2017 at 10h00 at the offices of Adcorp Holdings Limited, Adcorp Office Park @
     Nicolway Bryanston, Cnr William Nicol Drive & Wedgewood Link, Bryanston, 2021 (the
     "Noteholders Meeting") at which the Extraordinary Resolution set out below will be considered
     and, if deemed fit, passed with or without modification.

2.   Unless otherwise defined, words and expressions used in this notice will bear the same meanings
     as in the programme memorandum of the Issuer dated 25 November 2015 (the "Programme
     Memorandum"), read with the Applicable Pricing Supplement for the Series Notes.

3.   The date at which holders of debt securities should be recorded in the register to receive the
     notice of meeting is Thursday, 9 November 2017.


WHEREAS

4.   In terms of Condition 20.5.1 of the Terms and Conditions of the Series Notes, written notice of a
     meeting of the Series Noteholders is to be given to the Series Noteholders at least 21 days prior to
     the meeting unless the Series Noteholders holding at least 90% of the aggregate Outstanding
     Principal Amount of the Series Notes agree in writing to a shorter notice period. The meeting
     convened in terms of this notice has been convened with the required notice of at least 21 days.

AND FURTHER WHEREAS

5.   The Issuer wishes to redeem the Series Notes early and thus amend the Final Redemption Date of
     the Series Notes.
                                                                                                     
6.    The Issuer therefore requests the Series Noteholders to approve, by Extraordinary Resolution, the
      resolution set out below.

7.    An Extraordinary Resolution of the Series Noteholders means a resolution passed at a properly
      constituted meeting of the Series Noteholders, by a majority consisting of not less than 66,67% of
      the votes cast at a poll by members of the Series Noteholders, present in person or by proxy.

8.    Proxies

8.1        In terms of Condition 20.11 a Series Noteholder entitled to attend and vote at a meeting of
           the Series Noteholders is entitled to appoint a proxy to act on his behalf in connection with
           such meeting.

8.2        A person appointed to act as proxy need not be a Series Noteholder.

8.3        A form of proxy ("proxy form") has been attached to the notice of meeting request for those
           of the Series Noteholders who wish to be represented by proxy at the meeting.

8.4        Please note that the proxy form should be deposited at the Specified Office of the Issuer or
           sent to Strate Proprietary Limited at cdadmin@strate.co.za, and a copy sent to Rand
           Merchant Bank, c/o Leigh.Cunningham-Scott@rmb.co.za, at any time before the time
           appointed for holding the meeting or adjourned meeting of the Series Noteholders, being
           before 10h00 on 30 November 2017.

8.5        For the avoidance of doubt, please note that all voting rights to be exercised in respect of
           Notes held in uncertificated form, may be exercised only by Strate Proprietary Limited
           (“STRATE”) for the holders of Beneficial Interests in such Notes, in accordance with the
           Applicable Procedures. If the Central Securities Depository Participant ("CSDP") of a holder of
           Beneficial Interests does not contact such holder, then such holder is advised to contact such
           holder's CSDP and provide such CSDP with the holder's voting instructions.

IT IS RESOLVED THAT:

1.    EXTRAORDINARY RESOLUTION 1 OF THE SERIES NOTEHOLDERS - APPROVAL OF THE
      AMENDMENT OF THE FINAL REDEMPTION DATE TO AN EARLIER DATE

      Pursuant to Condition 17.2 of the Terms and Conditions of the Series Notes, the Series
      Noteholders approve the amendment to the Final Redemption Date of the Series Notes from 8
      March 2018 to 8 December 2017.
                                                                                            


The related supplement to the pricing supplement are attached to the notice of meeting request
released by STRATE to the CSDPs.

8 November 2017

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

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