RESULTS OF THE ANNUAL 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“)
RESULTS OF THE ANNUAL GENERAL MEETING
Shareholders are hereby advised that the annual general meeting of the Company was held entirely by way of electronic participation at 09:00 on Tuesday, 29 July 2025 (“AGM”).
Shareholders are further advised that at the AGM, all of the resolutions were passed by the requisite majorities of the Company’s shareholders.
Details of the results of the voting at the AGM are as follows:
| Ordinary shares ³ Resolutions proposed at the AGM | Total number of ordinary shares voted | % of Ordinary shares
voted 1 |
Votes for resolution (%) 2 | Votes against resolution (%) 2 | Ordinary shares abstained (%)1 |
| Ordinary resolution number 1.1: Re-election of retiring director, Phumla Mnganga | 90 352 680 | 86.63% | 99.93% | 0.07% | 0.04% |
| Ordinary resolution number 1.2: Re-election of retiring director, Herman Singh | 90 352 680 | 86.63% | 98.82% | 1.18% | 0.04% |
| Ordinary resolution number 1.3: Re-election of retiring director, Ronel van Dijk | 90 352 680 | 86.63% | 99.99% | 0.01% | 0.04% |
| Ordinary resolution number 2: Election of director, Robert Radley | 90 352 680 | 86.63% | 99.99% | 0.01% | 0.04% |
| Ordinary resolution number 3.1: Appointment of Robert Radley as a member of the audit and risk committee (ARC) | 90 352 680 | 86.63% | 99.99% | 0.01% | 0.04% |
| Ordinary resolution number 3.2: Re-appointment of Tshidi Mokgabudi as a member of the ARC | 90 352 680 | 86.63% | 99.99% | 0.01% | 0.04% |
| Ordinary resolution number 3.3: Re-appointment of Herman Singh as a member of the ARC | 90 352 680 | 86.63% | 97.00% | 3.00% | 0.04% |
| Ordinary resolution number 3.4: Re-appointment of Ronel van Dijk as a member of the ARC | 90 352 680 | 86.63% | 99.99% | 0.01% | 0.04% |
| Ordinary resolution number 3.5: Re-appointment of Melvyn Lubega as a member
of the ARC |
90 352 680 | 86.63% | 98.82% | 1.18% | 0.04% |
| Ordinary resolution number 4.1: Appointment of Ronel van Dijk as a member of the social, ethics and sustainability committee (SESCom) | 90 352 680 | 86.63% | 99.99% | 0.01% | 0.04% |
| Ordinary resolution number 4.2: Appointment of Phumla Mnganga as a member of the SESCom | 90 352 680 | 86.63% | 99.99% | 0.01% | 0.04% |
| Ordinary resolution number 4.3: Appointment of Tshidi Mokgabudi as a member of the SESCom | 90 352 680 | 86.63% | 99.99% | 0.01% | 0.04% |
| Ordinary resolution number 5: Re-appointment of independent external auditor | 90 352 680 | 86.63% | 99.99% | 0.01% | 0.04% |
| Ordinary resolution number 6: Placing of the authorised but unissued ordinary share capital under the control of the directors | 90 352 680 | 86.63% | 60.46% | 39.54% | 0.04% |
| Ordinary resolution number 7: Authority to implement resolutions passed at the AGM | 90 352 680 | 86.63% | 99.99% | 0.01% | 0.04% |
| Non-binding advisory vote number 1: Endorsement of the Company’s remuneration policy | 73 851 018 | 70.81% | 97.00% | 3.00% | 15.86% |
| Non-binding advisory vote number 2: Endorsement of the Company’s remuneration implementation report | 90 352 680 | 86.63% | 98.17% | 1.83% | 0.04% |
| Special resolution number 1: Remuneration payable to non-executive directors | 90 352 680 | 86.63% | 98.47% | 1.53% | 0.04% |
| Special resolution number 2: Repurchase of the Company’s shares | 90 352 680 | 86.63% | 97.55% | 2.45% | 0.04% |
| Special resolution number 3: Financial assistance for the subscription of securities | 90 352 680 | 86.63% | 98.47% | 1.53% | 0.04% |
| Special resolution number 4: Financial assistance to a related or interrelated company | 90 352 680 | 86.63% | 99.99% | 0.01% | 0.04% |
Notes:
1. As a percentage of the total number of ordinary shares in issue at the date of the AGM (excluding treasury shares and B ordinary shares).
2. As a percentage of the total number of ordinary shares voted at the AGM (excluding treasury and B ordinary shares).
3. The total number of ordinary shares in issue as at the date of the AGM was 109 880 974 shares of which 5 580 414 were treasury shares. Accordingly, the total votable ordinary shares were 104 300 560 ordinary shares.
| Ordinary shares and B ordinary shares ³ Resolutions proposed at the AGM | Total number of shares voted | % of total shares
voted 1 |
Votes for resolution (%) 2 | Votes against resolution (%) 2 | Shares abstained (%)1 |
| Ordinary resolution number 1.1: Re-election of retiring director, Phumla Mnganga | 97 081 820 | 87.44% | 99.93% | 0.07% | 0.04% |
| Ordinary resolution number 1.2: Re-election of retiring director, Herman Singh | 97 081 820 | 87.44% | 98.90% | 1.10% | 0.04% |
| Ordinary resolution number 1.3: Re-election of retiring director, Ronel van Dijk | 97 081 820 | 87.44% | 99.99% | 0.01% | 0.04% |
| Ordinary resolution number 2: Election of director, Robert Radley | 97 081 820 | 87.44% | 99.99% | 0.01% | 0.04% |
| Ordinary resolution number 3.1: Appointment of Robert Radley as a member of the audit and risk committee (ARC) | 97 081 820 | 87.44% | 99.99% | 0.01% | 0.04% |
| Ordinary resolution number 3.2: Re-appointment of Tshidi Mokgabudi as a member of the ARC | 97 081 820 | 87.44% | 99.99% | 0.01% | 0.04% |
| Ordinary resolution number 3.3: Re-appointment of Herman Singh as a member of
the ARC |
97 081 820 | 87.44% | 97.21% | 2.79% | 0.04% |
| Ordinary resolution number 3.4: Re-appointment of Ronel
van Dijk as a member of the ARC |
97 081 820 | 87.44% | 99.99% | 0.01% | 0.04% |
| Ordinary resolution number 3.5: Re-appointment of Melvyn Lubega as a member of the ARC | 97 081 820 | 87.44% | 98.90% | 1.10% | 0.04% |
| Ordinary resolution number 4.1: Appointment of Ronel van Dijk as a member of the social, ethics and sustainability committee (SESCom) | 97 081 820 | 87.44% | 99.99% | 0.01% | 0.04% |
| Ordinary resolution number 4.2: Appointment of Phumla Mnganga as a member of the SESCom | 97 081 820 | 87.44% | 99.99% | 0.01% | 0.04% |
| Ordinary resolution number 4.3: Appointment of Tshidi Mokgabudi as a member of the SESCom | 97 081 820 | 87.44% | 99.99% | 0.01% | 0.04% |
| Ordinary resolution number 5: Re-appointment of independent external auditor | 97 081 820 | 87.44% | 99.99% | 0.01% | 0.04% |
| Ordinary resolution number 6: Placing of the authorised but unissued ordinary share capital under the control of the directors | 97 081 820 | 87.44% | 63.20% | 36.80% | 0.04% |
| Ordinary resolution number 7: Authority to implement resolutions passed at the AGM | 97 081 820 | 87.44% | 99.99% | 0.01% | 0.04% |
| Non-binding advisory vote number 1: Endorsement of the Company’s remuneration policy | 80 580 158 | 72.58% | 97.25% | 2.75% | 14.90% |
| Non-binding advisory vote number 2: Endorsement of the Company’s remuneration implementation report | 97 081 820 | 87.44% | 98.30% | 1.70% | 0.04% |
| Special resolution number 1: Remuneration payable to non-executive directors | 97 081 820 | 87.44% | 98.57% | 1.43% | 0.04% |
| Special resolution number 2: Repurchase of the Company’s shares | 97 081 820 | 87.44% | 97.72% | 2.28% | 0.04% |
| Special resolution number 3: Financial assistance for the subscription of securities | 97 081 820 | 87.44% | 98.57% | 1.43% | 0.04% |
| Special resolution number 4: Financial assistance to a related or interrelated company | 97 081 820 | 87.44% | 99.99% | 0.01% | 0.04% |
Notes:
1.
As a percentage of the total number of ordinary shares and B ordinary shares in issue as at the date of the AGM (excluding treasury shares).
2.
As a percentage of the total number of ordinary shares and B ordinary shares voted at the AGM (excluding treasury shares).
3.
The total number of ordinary shares and B ordinary shares in issue as at the date of the AGM was 116 610 114 shares of which 5 580 414 were treasury shares. Accordingly, the total votable shares were 111 029 700 shares, of which 104 300 560 were ordinary shares and 6 729 140 were B ordinary shares.
No resolutions were added or amended at the AGM.
30 July 2025
Johannesburg
Sponsor
Valeo Capital (Pty) Limited