ADCORP HOLDINGS LIMITED - Report on Proceedings at the Noteholders Meeting and Notification of an Early Full Capital Redemption

Report on Proceedings at the Noteholders Meeting and Notification of an Early Full Capital Redemption

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”)

REPORT ON PROCEEDINGS AT THE NOTEHOLDERS MEETING AND NOTIFICATION OF AN EARLY FULL CAPITAL REDEMPTION

REPORT ON PROCEEDINGS AT THE NOTEHOLDERS MEETING

We refer to the notice of meeting released on SENS on 9 November 2017, the meeting of which was held today, 30 November 2017 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 was considered.

     “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.”

In this regard, the Issuer confirms the voting results from the Noteholders Meeting in relation to the total nominal amount of the ADCB01 note as follows:


Debt securities voted in    Debt securities voted in     Votes abstained as a         Votes carried for           Votes against resolution
person or by proxy          person or by proxy           percentage                   resolution as a             as a percentage
disclosed as a number       disclosed as a percentage                                 percentage
391 143 000.00              97.78575%                    0.00%                        95.56075%                   2.225%

NOTIFICATION OF AN EARLY FULL CAPITAL REDEMPTION OF LISTED DEBT SECURITIES

In accordance with the votes passed, noteholders are herewith advised of an early full capital redemption of the ADCB01 notes.

Bond Code:                                                       ADCB01
ISIN:                                                            ZAG000103656
Effective Date:                                                  8 December 2017
Amount before Redemption:                                        ZAR 400 000 000.00
Redemption Amount:                                               ZAR 400 000 000.00
Amount after Redemption:                                         ZAR 0.00

The supplements to the pricing supplements will be uploaded on the following link in due course:
http://www.adcorpgroup.com/Pages/InvestorRelations/CorporateBondProgramme.aspx

30 November 2017

Debt Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

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