ADCORP HOLDINGS LIMITED - Changes to the board and board committees

Changes to the board and board 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")


CHANGES TO THE BOARD AND BOARD COMMITTEES


Changes to the board

In accordance with paragraph 6.71 of the JSE Limited Listings Requirements ("Listings
Requirements"), the board of directors of the Company ("Board") wishes to advise that Ms
Alupheli Sithebe ("Ms Sithebe") and Mr Vincent Raseroka ("Mr Raseroka") have been
appointed as independent non-executive directors of the Company with effect from 1 July
2026.

Ms Sithebe is an accomplished investment professional and entrepreneur with extensive
experience in capital allocation across multiple sectors through debt, quasi-equity and equity
structures. She has held senior investment roles at African Phoenix Investments Limited,
Senatla Capital and the IDC, complemented by a strong accounting, audit and risk foundation
gained through her articles at EY. Ms Sithebe brings significant board and governance
experience, having served as a non-executive director and committee member of listed
companies including Dis-Chem Pharmacies, Metair Investments and Altron.

Mr Raseroka is an accomplished South African corporate executive, entrepreneur, and
governance specialist who has led international and multinational firms. He is widely
recognised for his leadership roles across diverse sectors, including aviation,
telecommunications, energy, and digital technology.

The Board confirms, in compliance with paragraph 6.73 of the Listings Requirements, that fit-
and-proper assessments have been conducted in respect of both Ms Sithebe and Mr
Raseroka and that the Board is satisfied with the outcomes. In addition, it is confirmed that
there are no positive statements to report regarding the integrity information contained in their
respective directors' declarations.

Shareholders are further advised that Dr Phumla Mnganga ("Dr Mnganga") and Mr Clive
Smith ("Mr Smith") will retire from the Board with effect from the conclusion of the Company's
2026 annual general meeting.

The Board would like to thank Dr Mnganga and Mr Smith for their valued contribution to the
Company and would further like to welcome Ms Sithebe and Mr Raseroka to the Company.

Changes to the composition of Board Committees

Shareholders are further advised that, with effect from 1 July 2026:
   • Ms Sithebe has been appointed as a member of the Social and Ethics Committee and
     the Investment Committee; and
   • Mr Raseroka has been appointed as a member of the Human Capital Committee.

In addition, Mr Robert Radley has been appointed as a member of the Human Capital
Committee with immediate effect.

Following the retirements of Dr Mnganga and Mr Smith at the conclusion of the Company's
2026 annual general meeting, further changes to the composition of the Board Committees,
including the appointment of Mr Raseroka as Chairperson of the Human Capital Committee
and Lead Independent Director, will become effective and will be communicated to
shareholders in due course.

Johannesburg
30 June 2026

Sponsor
Valeo Capital

Date: 30-06-2026 05:30:00
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