Notice of 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”)

Notice is hereby given that the annual general meeting of the shareholders of Adcorp Holdings Limited will be held at Block A, 28 on Sloane, Sloane Street, Bryanston, Johannesburg, on Wednesday, 26 August 2009 at 09:00 to consider and, if deemed fit, to pass, with or without modification, the following resolutions:

AS ORDINARY RESOLUTIONS

SPECIAL RESOLUTION

Resolved that the directors of the company be and are hereby authorised by way of a general authority to facilitate the repurchase by the company, or any of its subsidiaries, of shares in the capital of the company, as they in their discretion, from time to time, deem fit. The repurchase will be in accordance with the provisions of the Act, the JSE Listings Requirements and the articles of association of Adcorp, from time to time, which are:

• the repurchase of securities being effected through the order book operated by the JSE trading system and done without any prior understanding or arrangement between the company and the counterparty;
• this general authority shall be valid only until the company’s next annual general meeting, or for 15 months from the date of this special resolution, whichever period is shorter;
• an announcement will be published as soon as the company has acquired ordinary shares constituting, on a cumulative basis, 3% or every 3% thereafter, of the number of ordinary shares in issue prior to the acquisition pursuant to which the aforesaid 3% threshold is reached, containing full details of such shares;
• any general repurchase shall not in the aggregate in any one financial year exceed 20% of the company’s ordinary issued share capital;
• in determining the price at which ordinary shares issued by the company will be acquired by the company and/or its subsidiaries in terms of this general authority, the maximum premium at which such ordinary shares may be acquired will be no more than 10% above the weighted average of the market value at which such ordinary shares are traded on the JSE, as determined over the five trading days immediately preceding the date of repurchase of such ordinary shares by the company and/or its subsidiaries; and
• the sponsor of the company provides a letter to the JSE on the adequacy of working capital in terms of section 2.12 of the JSE Listings Requirements, before the share repurchase commences.

Having considered the effect of the maximum repurchase of 20% of the company’s issued share capital in any one financial year, the directors are of the opinion that:

• the company’s and the Group’s consolidated assets, fairly valued according to generally accepted accounting practice and on a basis consistent with the last financial year of the company, will, after such payment, exceed their consolidated liabilities for a period of 12 months following the date of the annual general meeting;
• the company’s and the Group’s ordinary share capital and reserves will, after such payment, be sufficient to meet their needs for a period of 12 months following the date of the annual general meeting;
• the company and the Group will, after such payment, have sufficient working capital to meet its needs for a period of 12 months following the date of the annual general meeting;
• the company may, at any point in time, only appoint one agent to effect any repurchase on the company’s behalf;
• the company may only undertake a repurchase of securities if, after such repurchase, it still complies with the shareholder spread requirements as set out in the JSE Listings Requirements; and
• the company or its subsidiaries may not repurchase securities during a prohibited period, as defined in the JSE Listings Requirements.

The board of directors of Adcorp will use this authority as and when opportunities arise.

The effect of this special resolution and the reason therefore is to grant the company and its subsidiaries a general approval in terms of the Companies Act No. 61 of 1973, as amended, for the acquisition by the company of its own shares and/or acquisition by a subsidiary of shares in the company, which general approval shall be valid until the next annual general meeting of the company, provided that this general authority shall be valid only until the company’s next annual general meeting or for 15 months from the date of special resolution number 1, whichever period is shorter. Such general authority will provide the board with the flexibility to repurchase shares should same be in the interest of the company at the time while the general authority subsists.

OTHER DISCLOSURES IN TERMS OF SECTION 11.26 OF THE JSE LISTINGS REQUIREMENTS

• Directors and management
• Major shareholders of Adcorp
• Directors’ interests in securities
• Share capital of Adcorp

MATERIAL CHANGE

There have been no material changes in the affairs or financial position of Adcorp and its subsidiaries since the date of signature of the audit report and the date of this notice.

DIRECTORS’ RESPONSIBILITY STATEMENT

The directors, whose names are given under the Board of directors section of the annual report, collectively and individually accept full responsibility for the accuracy of the information pertaining to the special resolutions and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this resolution contains all such information as required by law and the JSE Listing Requirements.

LITIGATION STATEMENT

In terms of section 11.26 of the Listings Requirements of the JSE, the directors, whose names are given under the Board of directors section of the annual report of which this notice forms part, are not aware of any legal or arbitration proceedings, including proceedings that are pending or threatened, that may have or have had in the recent past, being at least the previous 14 months, a material effect on the Group’s financial position.

VOTING AND PROXIES

If you are a certificated or own name dematerialised shareholder and unable to attend the annual general meeting of ordinary shareholders to be held on Wednesday, 26 August 2009 at 09:00 at the premises of the company on Block A, 28 on Sloane, Sloane Street, Bryanston, Johannesburg, and wish to be represented thereat, you must complete and return the attached forms of proxy in accordance with the instructions therein to be received by the transfer secretaries by not later than 09:00 on Tuesday, 25 August 2009.

If you have dematerialised your shares with a Central Securities Depository Participant (CSDP) or broker, other than with own name registration, you must arrange with them to provide you with the necessary letter of representation to attend the annual general meeting or you must instruct them as to how you wish to vote in this regard. This must be done in terms of the agreement entered into between you and the CSDP or broker, in the manner and cut-off time stipulated therein.

Additional proxy forms are obtainable from the company secretary and must be deposited at the transfer secretaries not less than 24 hours before the meeting.

By order of the board

LJ Sudbury
Company secretary

15 July 2009