Distribution of circular and notice of special general meeting

Adcorp Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1974/001804/06)
Share Code: ADR
ISIN: ZAE000000139
(‘Adcorp’ or the ‘Company’)

DISTRIBUTION OF CIRCULAR AND NOTICE OF SPECIAL GENERAL MEETING

1. Introduction Distribution of Circular

1.1. Shareholders of Adcorp (“Shareholders”) are referred to the announcement (“Announcement”) released by Adcorp on SENS on Thursday, 12 November 2020, in which it was announced, inter alia, that the board of Adcorp has resolved to pursue a proposed Broad-Based Black Economic Empowerment (“B-BBEE”) ownership transaction through a newly incorporated wholly-owned South African subsidiary Adcorp Group SA Proprietary Limited (“SA HoldCo”) in terms of which the new strategic B-BBEE partners will subscribe for 3 542 ordinary shares (“SA HoldCo Ordinary Shares”), comprising 35.42% of SA HoldCo’s total issued ordinary shares (“Proposed B-BBEE Transaction”).

2. Distribution of Circular and Notice of Special General Meeting

2.1. A circular (“Circular”), detailing the Proposed B-BEE Transaction, was distributed to Shareholders today, Monday, 16 November 2020. The Circular also incorporates a notice convening a special general meeting of Shareholders (“Special General Meeting”) for the purpose of considering and, if deemed fit, passing, with or without modification, the resolutions contained therein.

2.2. Notice is hereby given that the Special General Meeting will be held at 09:00 on Monday, 14 December 2020 at the registered offices of the Company at Adcorp Place, 102 Western Service Road, Gallo Manor Ext 6, Johannesburg, 2191.

2.3. A copy of the Circular will also be available on the Company’s website.

3. Salient dates and times

3.1. Shareholders are referred to the table below setting out important dates and times in relation to the Special General Meeting and the Proposed BEE Transaction. Capitalised terms used in the table and notes below will have the meanings assigned to them in the Circular.

Notes:
1. Shareholders should note that the above salient dates and times are subject to change. Any changes to the above salient dates and times will be communicated to Adcorp Shareholders on SENS.

2. All times quoted in the Circular are local times in South Africa on a 24-hour basis, unless specified otherwise.

3. No orders to dematerialise or rematerialise Adcorp Shares will be processed from the Business Day following the Last Day to Trade up to and including the Voting Record Date, but such orders will again be processed from the first Business Day after the Voting Record Date.

4. All Dematerialised Shareholders (other than those with “own name” registration) must provide their CSDP or Broker with their instructions for voting at the Special General Meeting by the cut-off time and date stipulated by their CSDP or Broker in terms of their respective custody agreements.

5. A Form of Proxy may be lodged with the Transfer Secretary, so as to be received by the Transfer Secretary on or before 09:00 on Thursday, 10 December 2020 or, the Form of Proxy may be handed to the chairperson of the Special General Meeting at any time prior to the Adcorp Resolutions being voted upon.

6. If the Special General Meeting is adjourned or postponed to a later time and/or date, the above dates and times will change, but the applicable Form of Proxy submitted for the relevant Special General Meeting will remain valid in respect of any postponement prior to convening, adjournment or postponement of that Special General Meeting.

7. A Form of Proxy submitted for the relevant Special General Meeting will be suspended at any time and to the extent that a Shareholder chooses to act directly and in person at the relevant Special General Meeting.

8. A Form of Proxy submitted for the relevant Special General Meeting, unless where a proxy expressly provides that it is irrevocable, may be revoked by a shareholder by cancelling it in writing, and delivering a copy of the revocation instrument to the proxy and to the Company, or making a later inconsistent appointment of a proxy.

Johannesburg
16 November 2020

Corporate Advisor and Transaction Sponsor
Pallidus Capital Proprietary Limited

Legal Advisor
Baker & McKenzie Incorporated

Sponsor
PSG Capital Proprietary Limited