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Results of the annual general meeting

Published: 2023-07-27 16:20:30 ET
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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 today, 27 July 2023 (“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          Ordinary     Ordinary            Votes for    Votes        Ordinary
proposed at the AGM shares        shares              resolution   against      shares
                     voted at     voted (%) 1         (%) 2        resolution   abstained
                     General                                       (%) 2        (%)1
                     Meeting
                     (number)
Ordinary resolution    91 265 942    88.54%              100.00%      0.00%        1.00%
number 1.1: Re-
election of retiring
director, Ronel van
Dijk

Ordinary resolution       91 265 942       88.54%         99.78%      0.22%        1.00%
number 1.2: Re-
election of retiring
director, Clive Richard
Smith

Ordinary resolution       91 261 387       88.53%        100.00%      0.00%        1.00%
number 1.3: Re-
election of retiring
director, Melvyn
Lubega

Ordinary resolution       91 261 387       88.53%         99.96%      0.04%        1.00%
number 2.1: Re-
appointment of Tshidi
Mokgabudi as a
member of the audit
and risk committee

Ordinary resolution       91 265 942       88.54%         97.72%      2.28%        1.00%
number 2.2: Re-
appointment of
Herman Singh as a
member of the audit
and risk committee
Ordinary resolution        91 265 942   88.54%   100.00%   0.00%   1.00%
number 2.3: Re-
appointment of Ronel
van Dijk as a member
of the audit and risk
committee

Ordinary resolution   91 265 942        88.54%   100.00%   0.00%   1.00%
number 2.4: Re-
appointment of Melvyn
Lubega as a member
of the audit and risk
committee

Ordinary resolution        91 265 942   88.54%   99.56%    0.44%   1.00%
number 3: Re-
appointment of
independent external
auditor
Ordinary resolution        91 271 642   88.54%   97.62%    2.38%   0.99%
number 4: Place
2 000 000 of the
authorised but
unissued ordinary
shares under the
control of the directors

Ordinary resolution        91 263 510   88.54%   96.77%    3.23%   1.00%
number 5: Non-
binding advisory vote
on the remuneration
policy

Ordinary resolution        91 263 510   88.54%   97.68%    2.32%   1.00%
number 6: Non-
binding advisory vote
on the remuneration
implementation report

Ordinary resolution    91 265 942       88.54%   100.00%   0.00%   1.00%
number 7: Authority to
implement resolutions
passed at the AGM

Special resolution   91 263 510         88.54%   96.63%    3.37%   1.00%
number 1:
Remuneration payable
to non-executive
directors

Special resolution         91 271 642   88.54%   96.99%    3.01%   0.99%
number 2:
Repurchase of the
Company’s shares
Special resolution         91 265 942      88.54%        96.63%          3.37%         1.00%
number 3: Financial
assistance for the
subscription and/or
purchase of shares in
the Company or a
related or inter-related
Company

Special resolution         91 265 942      88.54%        100.00%         0.00%         1.00%
number 4: Inter-
company financial
assistance

Note:
 1
   As a percentage of the total number of ordinary shares in issue as 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 109 954 675 shares
     of which 6 875 153 were treasury shares. Accordingly, the total votable ordinary shares were
     103 079 522 ordinary shares.

Ordinary shares and B ordinary shares 3
Resolutions         Shares        Shares              Votes for      Votes         Shares
proposed at the AGM voted at      voted (%) 1         resolution     against       abstained
                    General                           (%) 2          resolution    (%)1
                    Meeting                                          (%) 2
                    (number)
Ordinary resolution        97 995 082      89.24%        100.00%         0.00%         0.93%
number 1.1: Re-
election of retiring
director, Ronel van
Dijk

Ordinary resolution        97 995 082      89.24%        99.80%          0.20%         0.93%
number 1.2: Re-
election of retiring
director, Clive Richard
Smith

Ordinary resolution        97 990 527      89.24%        100.00%         0.00%         0.94%
number 1.3: Re-
election of retiring
director, Melvyn
Lubega

Ordinary resolution        97 990 527      89.24%        99.97%          0.03%         0.94%
number 2.1: Re-
appointment of Tshidi
Mokgabudi as a
member of the audit
and risk committee
Ordinary resolution        97 995 082   89.24%   97.87%    2.13%   0.93%
number 2.2: Re-
appointment of
Herman Singh as a
member of the audit
and risk committee

Ordinary resolution        97 995 082   89.24%   100.00%   0.00%   0.93%
number 2.3: Re-
appointment of Ronel
van Dijk as a member
of the audit and risk
committee

Ordinary resolution   97 995 082        89.24%   100.00%   0.00%   0.93%
number 2.4: Re-
appointment of Melvyn
Lubega as a member
of the audit and risk
committee

Ordinary resolution        97 995 082   89.24%   99.59%    0.41%   0.93%
number 3: Re-
appointment of
independent external
auditor
Ordinary resolution        98 000 782   89.25%   97.79%    2.21%   0.93%
number 4: Place
2 000 000 of the
authorised but
unissued ordinary
shares under the
control of the directors

Ordinary resolution        97 992 650   89.24%   96.99%    3.01%   0.94%
number 5: Non-
binding advisory vote
on the remuneration
policy

Ordinary resolution        97 992 650   89.24%   97.84%    2.16%   0.94%
number 6: Non-
binding advisory vote
on the remuneration
implementation report

Ordinary resolution    97 995 082       89.24%   100.00%   0.00%   0.93%
number 7: Authority to
implement resolutions
passed at the AGM

Special resolution   97 992 650         89.24%   96.86%    3.14%   0.94%
number 1:
Remuneration payable
to non-executive
directors
Special resolution         98 000 782     89.25%         97.20%         2.80%         0.93%
number 2:
Repurchase of the
Company’s shares

Special resolution         97 995 082     89.24%         96.86%         3.14%         0.93%
number 3: Financial
assistance for the
subscription and/or
purchase of shares in
the Company or a
related or inter-related
Company

Special resolution         97 995 082     89.24%        100.00%         0.00%         0.93%
number 4: Inter-
company financial
assistance

Note:
 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 116 683 815 shares of which 6 875 153 were treasury shares. Accordingly, the total
     votable shares were 109 808 662 shares of which 103 079 522 were ordinary shares and
     6 729 140 were B ordinary shares.

No resolutions were added or amended at the AGM.


27 July 2023
Johannesburg


Sponsor
Valeo Capital (Pty) Limited