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Results of the Annual General Meeting

Published: 2022-07-28 16:55:24 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 at the annual general meeting of the Company held
electronically at 9:00 today, Thursday, 28 July 2022 (“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
                                                 Votes
                            Votes for          against
                        resolution as    resolution as                      Number of       Number of
                        a percentage     a percentage                         ordinary        ordinary
                              of total         of total                  shares voted          shares
                           number of        number of       Number of     at AGM as a    abstained as
 Resolutions                ordinary         ordinary         ordinary     percentage    a percentage
 proposed at the        shares voted     shares voted     shares voted    of shares in    of shares in
 AGM                          at AGM           at AGM          at AGM           issue*          issue*
 Ordinary resolution
 number 1.1:
 Election of director
 – Timothy Olls               97,74%            2,26%        91362372         87,26%            0,00%
 Ordinary resolution
 number 1.2:
 Election of director
 – Samuel Sithole             97,74%            2,26%        91362372         87,26%            0,00%
 Ordinary resolution
 number 1.3:
 Re-election of
 director – Phumla
 Mnganga                      97,23%            2,77%        91362372         87,26%            0,00%
 Ordinary resolution
 number 1.4:
 Re-election of
 director – Herman
 Singh                        99,97%            0,03%        91362372         87,26%            0,00%
 Ordinary resolution
 number 1.5:
 Re-election of
 director – Gloria
 Serobe (Board
 chairman)                    94,48%            5,52%        91362372         87,26%            0,00%
 Ordinary resolution
 number 2.1:
 Re-election of audit
 and risk committee
 member – Tshidi
 Mokgabudi
 (chairman)                   99,94%            0,06%        91362372         87,26%            0,00%
Ordinary resolution
number 2.2:
Re-election of audit
and risk committee
member – Herman
Singh                  97,74%   2,26%   91362372   87,26%    0,00%
Ordinary resolution
number 2.3:
Re-election of audit
and risk committee
member – Ronel
van Dijk               99,97%   0,03%   91362372   87,26%    0,00%
Ordinary resolution
number 2.4:
Re-election of audit
and risk committee
member – Melvyn
Lubega                 99,97%   0,03%   91362372   87,26%    0,00%
Ordinary resolution
number 3:
Appointment of
independent
external auditor       99,78%   0,22%   91362372   87,26%    0,00%
Ordinary resolution
number 4:
Place 2 000 000 of
the authorised but
unissued ordinary
shares under the
control of the
directors              94,63%   5,37%   91362372   87,26%    0,00%
Ordinary resolution
number 5:
Non-binding
advisory vote on
the remuneration
policy                 91,70%   8,30%   73838957   70,52%   16,74%
Ordinary resolution
number 6:
Non-binding
advisory vote on
the remuneration
implementation
report                 92,99%   7,01%   73838957   70,52%   16,74%
Ordinary resolution
number 7:
Authority to
implement
resolutions passed
at the AGM             99,97%   0,03%   91362372   87,26%    0,00%
Special resolution
number 1:
Remuneration
payable to non-
executive directors    97,41%   2,59%   91362372   87,26%    0,00%
Special resolution
number 2:
Repurchase of the
Company’s shares       98,93%   1,07%   91362372   87,26%    0,00%
Special resolution     96,26%   3,74%   91362372   87,26%    0,00%
number 3:
Financial
assistance for the
provision of loans
or other financial
assistance to
present or future
related and inter-
related companies

B Ordinary Shares
                                                Votes
                           Votes for          against
                       resolution as    resolution as                   Number of B     Number of B
                       a percentage     a percentage                         ordinary        ordinary
                             of total         of total                  shares voted          shares
                        number of B      number of B     Number of B     at AGM as a    abstained as
Resolutions                ordinary         ordinary         ordinary     percentage    a percentage
proposed at the        shares voted     shares voted     shares voted    of shares in    of shares in
AGM                          at AGM           at AGM          at AGM           issue*          issue*
Ordinary resolution
number 1.1:
Election of director
– Timothy Olls              100,00%            0,00%         6729140        100,00%            0,00%
Ordinary resolution
number 1.2:
Election of director
– Samuel Sithole            100,00%            0,00%         6729140        100,00%            0,00%
Ordinary resolution
number 1.3:
Re-election of
director – Phumla
Mnganga                     100,00%            0,00%         6729140        100,00%            0,00%
Ordinary resolution
number 1.4:
Re-election of
director – Herman
Singh                       100,00%            0,00%         6729140        100,00%            0,00%
Ordinary resolution
number 1.5:
Re-election of
director – Gloria
Serobe (Board
chairman)                   100,00%            0,00%         6729140        100,00%            0,00%
Ordinary resolution
number 2.1:
Re-election of audit
and risk committee
member – Tshidi
Mokgabudi
(chairman)                  100,00%            0,00%         6729140        100,00%            0,00%
Ordinary resolution
number 2.2:
Re-election of audit
and risk committee
member – Herman
Singh                       100,00%            0,00%         6729140        100,00%            0,00%
Ordinary resolution
number 2.3:                 100,00%            0,00%         6729140        100,00%            0,00%
Re-election of audit
and risk committee
member – Ronel
van Dijk
Ordinary resolution
number 2.4:
Re-election of audit
and risk committee
member – Melvyn
Lubega                 100,00%   0,00%   6729140   100,00%   0,00%
Ordinary resolution
number 3:
Appointment of
independent
external auditor       100,00%   0,00%   6729140   100,00%   0,00%
Ordinary resolution
number 4:
Place 2 000 000 of
the authorised but
unissued ordinary
shares under the
control of the
directors              100,00%   0,00%   6729140   100,00%   0,00%
Ordinary resolution
number 5:
Non-binding
advisory vote on
the remuneration
policy                 100,00%   0,00%   6729140   100,00%   0,00%
Ordinary resolution
number 6:
Non-binding
advisory vote on
the remuneration
implementation
report                 100,00%   0,00%   6729140   100,00%   0,00%
Ordinary resolution
number 7:
Authority to
implement
resolutions passed
at the AGM             100,00%   0,00%   6729140   100,00%   0,00%
Special resolution
number 1:
Remuneration
payable to non-
executive directors    100,00%   0,00%   6729140   100,00%   0,00%
Special resolution
number 2:
Repurchase of the
Company’s shares       100,00%   0,00%   6729140   100,00%   0,00%
Special resolution
number 3:
Financial
assistance for the
provision of loans
or other financial
assistance to
present or future      100,00%   0,00%   6729140   100,00%   0,00%
 related and inter-
 related companies

Note:
* Total number of shares in issue as at the date of the AGM was 116 683 815 (including
5 255 134 Treasury Shares which were excluded from voting), of which 109 954 675 were
Ordinary Shares and 6 729 140 were B Ordinary Shares.

Johannesburg
28 July 2022

Sponsor
PSG Capital