The definitions and interpretations commencing on page 4 of this Circular apply throughout this Circular, including this front cover.

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION The definitions and interpretations commencing on page 4 of this Circular apply throughout this Circular, including this front cover. Action required This Circular is important and should be read in its entirety, with particular attention to the section entitled Action required by Shareholders, which commences on page 2. If you are in any doubt as to what action you should take, please consult your Broker, banker, attorney, CSDP or other professional adviser immediately. If you have disposed of all your Adcorp Shares, this Circular should be handed to the purchaser of such Adcorp Shares or to the Broker, CSDP, banker or other agent through whom the disposal was effected. Adcorp does not accept responsibility, and will not be held liable, for any action of, or omission by, any CSDP or Broker including, without limitation, any failure on the part of the CSDP or Broker of any beneficial owner of Adcorp Shares to notify such beneficial owner of the details set out in this Circular. Adcorp Holdings Limited (Incorporated in South Africa) (Registration number: 1974/001804/06) Share code: ADR ISIN: ZAE CIRCULAR TO SHAREHOLDERS regarding: the placing of authorised but unissued Adcorp Shares under the control of the Directors and incorporating: a notice convening the General Meeting; and a form of proxy (blue) in respect of the General Meeting (for use only by Certificated Shareholders and Dematerialised Shareholders with Own-name Registration). Investment Bank and Transaction Sponsor to Adcorp Sponsor Date of issue: 31 October 2013 Copies of this Circular, in English only, may be obtained at the Company s registered office or at the offices of the Transfer Secretary, during normal business hours on Business Days from 31 October 2013 until 28 November The addresses of the Company and the Transfer Secretary are set out in the Corporate Information and Advisers section.

2 TABLE OF CONTENTS Page Corporate information and advisers 1 Action required by shareholders 2 Salient dates and times 3 Definitions and interpretations 4 Circular to shareholders 1. Introduction and purpose of this Circular 6 2. Placing of the authorised but unissued Adcorp Shares under the control of the Directors 7 3. Irrevocable undertakings 7 4. Opinions and recommendations 7 5. General Meeting of Shareholders 7 6. Expert consents 7 7. Directors responsibility statement 7 8. Documents available for inspection 7 Annexure I Transaction announcement 8 Notice of general meeting 12 Form of proxy general meeting (blue) 15

3 PROOF 6 30 Oct 2013 CORPORATE INFORMATION AND ADVISERS ACTING COMPANY SECRETARY AND REGISTERED OFFICE Anthony Mark Sher (BCom, BAcc, CA(SA), CFA) Adcorp Holdings Limited (Registration number 1974/001804/06) Adcorp Head Office, Nicolway Bryanston Cnr William Nicol and Wedgewood Link Bryanston, 2021 (PO Box 70635, Bryanston, 2021) (Place of incorporation: South Africa) INVESTMENT BANK AND TRANSACTION SPONSOR Investec Corporate Finance (A division of Investec Bank Limited) (Registration number 1969/004763/06) 2nd Floor, 100 Grayston Drive Sandton, 2196 (PO Box , Sandton, 2146) SPONSOR Deloitte & Touche Sponsor Services Proprietary Limited (Registration number 1996/000034/07) Building 6 20 Woodlands Drive Woodmead, 2196 (Private Bag X6, Gallo Manor, 2052) TRANSFER SECRETARIES Link Market Services South Africa Proprietary Limited (Registration number 2000/007239/07) 13th Floor Rennie House 19 Ameshoff Street Braamfontein Johannesburg, 2001 (PO Box 4844, Johannesburg, 2000) 1

4 ACTION REQUIRED BY SHAREHOLDERS Please take careful note of the following provisions regarding the action to be taken by Shareholders: If you are in any doubt as to what action you should take arising from this Circular, please consult your CSDP, Broker, banker, attorney, accountant or other professional adviser immediately. If you have disposed of all of your Adcorp Shares, please forward this Circular to the purchaser of such shares or the CSDP, Broker, banker, attorney or other agent through whom the disposal was effected. The General Meeting convened in terms of the notice to Shareholders incorporated in this Circular will be held at Adcorp Head Office, Nicolway Bryanston, Cnr William Nicol and Wedgewood Link, Bryanston, 2021, Johannesburg on Thursday, 28 November 2013 at 10h00. A notice convening the General Meeting is attached to and forms part of this Circular. If you have dematerialised your Adcorp Shares and have elected: 1. OWN-NAME REGISTRATION: 1.1 You are entitled to attend in person, or be represented by proxy, at the General Meeting. 1.2 If you are unable to attend the General Meeting but wish to be represented thereat, you must complete and return the attached form of proxy (blue) in accordance with the instructions contained therein, to be received by the Transfer Secretaries, Link Market Services South Africa Proprietary Limited, at 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein, Johannesburg, 2001, South Africa (PO Box 4844, Johannesburg 2000, South Africa) by no later than 10h00 on Tuesday, 26 November 2013 for administrative purposes or thereafter by no later than 10h00 on Thursday, 28 November REGISTRATION OTHER THAN OWN-NAME REGISTRATION: 2.1 If you wish to attend or be represented at the General Meeting, you must advise your CSDP or Broker timeously that you wish to attend or be represented at the General Meeting, in the manner stipulated in the custody agreement governing the relationship between you and your CSDP or Broker. These instructions must be provided to your CSDP or Broker by the cut-off date and time advised by your CSDP or Broker for instructions of this nature. Your CSDP or Broker will be required to issue the necessary letter of representation to you to enable you to attend or to be represented at the General Meeting. 2.2 If you do not wish to attend or be represented at the General Meeting but wish to vote, and your CSDP or Broker has not contacted you, you are advised to contact your CSDP or Broker and provide them with your voting instructions, in the manner stipulated in the custody agreement governing the relationship between you and your CSDP or Broker. These instructions must be provided to your CSDP or Broker by the cut-off date and time advised by your CSDP or Broker for instructions of this nature. If your CSDP or Broker does not obtain instructions from you, they will be obliged to act in terms of your mandate furnished to them. 2.3 You must not complete the attached form of proxy (blue). If you hold certificated Adcorp Shares: 3. CERTIFICATED SHAREHOLDERS: General: 3.1 You are entitled to attend in person, or be represented by proxy, at the General Meeting. 3.2 If you are unable to attend the General Meeting but wish to be represented thereat, you must complete and return the attached form of proxy (blue), in accordance with the instructions contained therein, to be received by the Transfer Secretaries, Link Market Services South Africa Proprietary Limited, at 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein, Johannesburg, 2001, South Africa (PO Box 4844, Johannesburg 2000, South Africa) by no later than 10h00 on Tuesday, 26 November 2013 for administrative purposes or thereafter by no later than 10h00 on Thursday, 28 November DEMATERIALISATION If you wish to dematerialise your Adcorp Shares, please contact your Broker. 2. ELECTRONIC PARTICIPATION Shareholders or their proxies may participate in (but not vote at) the General Meeting by way of a teleconference call. If you wish to do so, you must contact Adcorp s Acting Company Secretary and identify yourself to the satisfaction of the Acting Company Secretary to obtain the dialing code and pin number. Shareholders participating in this manner will still have to appoint a proxy to vote on their behalf at the General Meeting. Access by means of electronic communication will be at the expense of the Shareholder. 2

5 PROOF 6 30 Oct 2013 SALIENT DATES AND TIMES Record date to be entitled to receive the Circular incorporating the notice convening the General Meeting on Friday, 25 October 2013 Transaction announcement released on SENS on Thursday, 31 October 2013 Circular and notice of General Meeting posted to Shareholders on Thursday, 31 October 2013 Last day to trade in Adcorp Shares in order to be recorded in Adcorp s securities register to vote at the General Meeting on Friday, 15 November 2013 Record date to be entitled to attend, participate in and vote at the General Meeting by close of trading on Friday, 22 November 2013 Proxy forms for the General Meeting to be received, for administrative purposes, by 10h00 on (or thereafter by no later than 10h00 on Thursday, 28 November 2013) Tuesday, 26 November 2013 General Meeting held at 10h00 on Thursday, 28 November 2013 Results of the General Meeting released on SENS on Thursday, 28 November 2013 Expected date of listing on the JSE of the new Adcorp Shares issued to fund the initial cash payments to the Vendors on Monday, 2 December 2013 Notes: (a) All dates and times may be changed by Adcorp. Any change will be published on SENS and in the South African press. (b) Shareholders should note that as transactions in Adcorp Shares are settled in the electronic settlement system used by Strate, settlement of trades takes place five Business Days after such trade. Therefore, Shareholders who acquire shares after Friday, 15 November 2013 will not be eligible to vote at the General Meeting. (c) All times given in this Circular are local times in South Africa. (d) If the General Meeting is adjourned or postponed, forms of proxy submitted for the initial General Meeting will remain valid in respect of any adjournment or postponement of the General Meeting. 3

6 DEFINITIONS AND INTERPRETATIONS In this Circular and its annexures, unless otherwise stated or the context indicates otherwise, the words and expressions in the first column shall have the meanings stated opposite them in the second column, and words and expressions in the singular shall include the plural and vice versa, words importing natural persons shall include juristic persons and unincorporated associations of persons and vice versa, and any reference to one gender shall include the other gender. Acquisition Adcorp or the Company Adcorp B Shares Adcorp Shares or Shares AUD Board or Directors Broker Business Day Certificated Shareholders Certificated Shares Circular Companies Act CSDP Dematerialised Shareholders Dematerialised Shares Financial Markets Act General Meeting JSE Listings Requirements MOI the acquisition of 100% of the issued share capital of Labour Solutions Australia Proprietary Limited (ACN ), a private company incorporated in Australia, by Adcorp for a maximum purchase consideration of AUD ; Adcorp Holdings Limited (registration number 1974/001804/06), a public company incorporated in South Africa, the Shares of which are listed on the JSE; Adcorp B ordinary shares of no par value; Adcorp ordinary shares with a par value of 2,5 cents each; Australian Dollar, the official currency of Australia; the board of directors of Adcorp, as set out on page 6 of this Circular; any person registered as a broking member (equities) in terms of the rules of the JSE made in accordance with the provisions of the Financial Markets Act; any day other than a Saturday, Sunday or official public holiday in South Africa; all registered holders of Certificated Shares; Adcorp Shares and Adcorp B Shares represented by share certificates or other written instruments, which have not been surrendered for dematerialisation in terms of the requirements of Strate; this bound document, dated Thursday, 31 October 2013, including the annexures hereto, the notice of the General Meeting and the form of proxy (blue) in respect of the General Meeting; the Companies Act, 2008 (Act 71 of 2008), as amended; a person that holds in custody and administers securities or an interest in securities and that has been accepted by a central securities depository as a participant in terms of section 31 of the Financial Markets Act; all registered holders of Dematerialised Shares; Adcorp Shares that have been dematerialised through a CSDP or Broker and are recorded in an uncertificated securities register forming part of Adcorp's securities register; the Financial Markets Act, 2012 (Act 19 of 2012), as amended; the meeting of Shareholders to be held at the offices of Adcorp, Nicolway Bryanston, Cnr William Nicol and Wedgewood Link, Bryanston, 2021, Johannesburg at 10h00 on Thursday, 28 November 2013; JSE Limited (registration number 2005/022939/06), a public company incorporated in accordance with the laws of South Africa and licensed as an exchange under the Financial Markets Act; the Listings Requirements of the JSE; the Memorandum of Incorporation of Adcorp; 4

7 PROOF 6 30 Oct 2013 Own-name Registration R or Rand SENS Shareholders South Africa Strate Transfer Secretaries Vendors Dematerialised Shareholders who have instructed their CSDP to hold their Adcorp Shares in their own name on the uncertificated securities registers of Adcorp; South African Rand, the official currency of South Africa; the Securities Exchange News Service, the news service operated by the JSE; all Certificated Shareholders and Dematerialised Shareholders; the Republic of South Africa; Strate Limited (registration number 1998/022242/06), a public company incorporated in South Africa, which is a registered central securities depository and which is responsible for the electronic settlement system used by the JSE; Link Market Services South Africa Proprietary Limited (registration number 2000/007239/07), a private company incorporated in South Africa; and the current shareholders of Labour Solutions Australia Proprietary Limited being: External Pty Ltd ATF Warriner Family Trust No. 2; Labour Hire Investments Pty Ltd ATF Northcott Family Trust No. 2; LSA Recruitment Holdings Pty Ltd ATF LSA Recruitment Holdings Trust; Labour Solutions Australia Holdings Pty Ltd ATF Labour Solutions Australia Holdings Trust; Marionjohanna Pty Ltd and Beeg Pty Ltd. The Vendors are entities associated with Andrew Northcott, Ken Warriner, John Moloney and Brian Goldfinch, who are directors or executives of Labour Solutions Australia Proprietay Limited, or their respective families. 5

8 Adcorp Holdings Limited (Incorporated in South Africa) (Registration number: 1974/001804/06) Share code: ADR ISIN: ZAE DIRECTORS: Executive Richard Linden Pike (Chief Executive Officer) Anthony Mark Sher (Chief Financial Officer) Campbell Bomela Petrus Cornelius Swart Non-executive Mfundiso Johnson Ntabankulu Njeke (Chairman)* Gugulethu Patricia Dingaan Sindisiwe Nombenhle Mabaso-Koyana* Mncane Esau Mthunzi* Nontobeko Sanelisiwe Ndhlazi Muthanyi Robinson Ramaite Timothy Dacre Aird Ross* Michael Spicer* Cecil Maswanganyi** Louisa Madiako Mojela** * Independent ** Alternate non-executive Directors CIRCULAR TO SHAREHOLDERS 1. INTRODUCTION AND PURPOSE OF THIS CIRCULAR Adcorp has entered into a sale and purchase agreement to acquire 100% of the issued share capital of Labour Solutions Australia Proprietary Limited as announced on SENS on Thursday, 31 October 2013 for a base purchase consideration of AUD with an agreed minimum and maximum purchase consideration of AUD and AUD respectively. The detailed transaction announcement in respect of the Acquisition is included as annexure A to this Circular. Adcorp will acquire all of the shares in Labour Solutions Australia Proprietary Limited for a total purchase consideration which will be determined and settled as follows: AUD will be paid to the Vendors in cash five Business Days following the fulfilment of the last of the conditions precedent outlined in paragraph 5.3 of the transaction announcement. This amount will be funded by means of a vendor placement in terms of the Listings Requirements whereby Adcorp shares will be issued to Adcorp shareholders at a price of 3,161 cents per share. The Vendor Placement price represents a 5% discount to the 60 day VWAP to Thursday, 17 October 2013 of 3,328 cents per Adcorp share; and the balance, which is subject to a maximum of AUD , will be paid to the Vendors in Adcorp Shares based on a total purchase consideration calculated based on a 5x EV/EBITDA multiple applied to Labour Solutions Australia s audited results for the year to 30 June The amount to be settled will be calculated in Rands based on the average ZAR:AUD exchange rate for the 30 days up to and including 29 October 2013 of 9,37. This amount will be settled by issuing new Adcorp Shares to the Vendors at the 30 day volume weighted average price up to and including 29 October 2013 of 3,291 cents. These Adcorp Shares will be issued five Business Days following the finalisation and agreement of the audited completion accounts for the year to 30 June A maximum number of Adcorp shares will be issued to settle the balance of the purchase consideration. Adcorp is required to convene a General Meeting of its Shareholders in order to obtain Shareholder approval to place authorised but unissued Adcorp Shares under the control of the Directors in order to implement the Acquisition. 6

9 PROOF 6 30 Oct 2013 The purpose of this Circular is to provide Shareholders with relevant information to enable them to make an informed decision as to whether or not they should vote in favour of the resolutions set out in the notice of General Meeting which forms a part of this Circular. 2. PLACING OF THE AUTHORISED BUT UNISSUED ADCORP SHARES UNDER THE CONTROL OF THE DIRECTORS In terms of the MOI and the Listings Requirements, and for the purpose of funding the maximum purchase consideration for the Acquisition of AUD , Adcorp requires approval from Shareholders to place authorised but unissued Adcorp Shares under the control of the Directors. This authority will remain valid until the later of Adcorp s next annual general meeting and the agreed date of issue of the Adcorp shares to the Vendors in terms of the sale and purchase agreement in respect of the Acquisition. 3. IRREVOCABLE UNDERTAKINGS A dcorp has received irrevocable undertakings from certain Shareholders currently holding between them Adcorp Shares or Adcorp B Shares, representing in aggregate 55,8% of the total voting rights in Adcorp, to vote in favour of all of the Adcorp Shareholder resolutions required to implement the Acquisition, and to place authorised but unissued Adcorp Shares under the control of the Directors. In addition, Adcorp has received irrevocable undertakings from certain Shareholders to subscribe for Adcorp Shares in terms of the vendor placement to fund the payment of the initial AUD of the purchase consideration. 4. OPINIONS AND RECOMMENDATIONS T he Board recommends that Shareholders vote in favour of all the resolutions tabled in the notice of General Meeting which forms a part of this Circular and advise that, in respect of their own shareholding in Adcorp, they intend to vote in favour of all the resolutions contained in such notice. 5. GENERAL MEETING OF SHAREHOLDERS A General Meeting of Shareholders will be held at 10h00 at the registered offices of Adcorp, Nicolway Bryanston, Cnr William Nicol and Wedgewood Link, Bryanston, 2021, Johannesburg on Thursday, 28 November EXPERT CONSENTS The investment bank and transaction sponsor, the sponsor and the transfer secretaries have consented in writing to act in the capacities stated and to their names being stated in the Circular and have not withdrawn their consent prior to its publication. 7. DIRECTORS RESPONSIBILITY STATEMENT The Directors, whose names are given on page 6 of this Circular, collectively and individually accept full responsibility for the accuracy of the information given in this Circular and certify that, to the best of their knowledge and belief, there are no other facts, the omission of which would make any statement in this Circular false or misleading, that they have made all reasonable enquiries to ascertain such facts and that this Circular contains all information required by law and the Listings Requirements, as applicable. 8. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents will be available for inspection at any time during normal business hours from Thursday, 31 October 2013, until the close of the General Meeting of the Company to be held at 10h00 on Thursday, 28 November 2013: the MOI; the audited annual financial statements of the Company for the last three years ended February 2011, 2012 and 2013 and the interim financial results for the six months ended 31 August 2013; this Circular signed on behalf of the Board; and expert letters of consent. For and on behalf of ADCORP HOLDINGS LIMITED 31 October 2013 Johannesburg 7

10 ANNEXURE 1 TRANSACTION ANNOUNCEMENT ADCORP HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 1974/001804/06) Share Code: ADR ISIN: ZAE ( Adcorp or the Company ) 1. INTRODUCTION Adcorp is pleased to announce that it has concluded an agreement ( Transaction Agreement ) on 30 October 2013 with the current shareholders of Labour Solutions Australia Proprietary Limited ( Labour Solutions Australia ) to acquire 100% of Labour Solutions Australia for a base purchase consideration of AUD (ZAR 421,0 million) ( the Acquisition ) with an agreed minimum and maximum purchase consideration of AUD (ZAR 252,6 million) and AUD (ZAR 484,2 million) respectively ( Purchase Consideration ). 2. LABOUR SOLUTIONS AUSTRALIA NATURE OF THE BUSINESSES Labour Solutions Australia is a workforce management firm providing staffing solutions across blue and white collar roles to the agriculture, construction, mining, resources and transport sectors. Labour Solutions Australia was founded in 2004 by Andrew Northcott, who is the current managing director, and operates in over 36 locations throughout Australia. Labour Solutions Australia s key service offerings include: sourcing and creating labour pools from local, domestic and international sources; workforce planning, rostering and training; candidate competency and skills fit testing; unique and effective industrial relations platform and payroll services; and online induction services. ACQUISITION OF LABOUR SOLUTIONS AUSTRALIA 3. RATIONALE FOR THE ACQUISITION Labour Solutions Australia is an attractive, highly cash generative business with strong margins which will provide Adcorp with exposure to attractive growing industries in the Australian economy. Labour Solutions Australia has a dynamic, experienced and motivated management team distinguished by in-depth industrial relations knowledge and a well-established national platform with a strong support network. Adcorp believes that the acquisition of Labour Solutions Australia will provide a number of financial and operational benefits and opportunities including: acquiring a business at an early stage of its growth cycle with potential for significant future growth; a greater ability to service the Group s multinational blue collar client base across extended geographies, particularly in the area of mining and resources; attractive opportunity for Adcorp to further strengthen a strategic foothold in the Asia Pacific workforce industry; adds further scale to Adcorp s existing Australian operations; creation of a central Australian treasury function; knowledge sharing to achieve best of breed approach; diversity of risk to earnings given the greater geographical, client and service line spread; and a bolstered market capitalisation which is expected to lead to, inter alia, improved liquidity, a broader institutional shareholder base and greater analyst coverage. Following implementation of the acquisition, Adcorp intends to manage the business of Labour Solutions Australia essentially in the same manner that it was managed prior to the implementation of the acquisition. Adcorp intends to continue offering employment to all of those employees currently working for Labour Solutions Australia. Adcorp will establish an Adcorp Australia board of directors which will oversee Adcorp s businesses in the Australian and Asia Pacific markets. 8

11 PROOF 6 30 Oct VENDORS The current shareholders of Labour Solutions Australia are External Pty Ltd ATF Warriner Family Trust No. 2; Labour Hire Investments Pty Ltd ATF Northcott Family Trust No. 2; LSA Recruitment Holdings Pty Ltd ATF LSA Recruitment Holdings Trust; Labour Solutions Australia Holdings Pty Ltd ATF Labour Solutions Australia Holdings Trust; Marionjohanna Pty Ltd and Beeg Pty Ltd (collectively the Vendors ). The Vendors are entities associated with Andrew Northcott, Ken Warriner, John Moloney and Brian Goldfinch, who are directors or executives of Labour Solutions Australia, or their respective families. The Vendors were advised by Catapult Partners Pty Limited. 5. DETAILS OF THE ACQUISITION 5.1. Purchase Consideration Adcorp will acquire all of the shares in Labour Solutions Australia for the Purchase Consideration which will be determined and settled as follows: AUD (ZAR 252,6 million) will be paid to the Vendors in cash ( Cash Consideration ) five business days following the fulfilment of the last of the conditions precedent outlined in paragraph 5.3; and the balance, which is subject to a maximum of AUD (ZAR 231,6 million), will be paid to the Vendors in Adcorp shares ( Share Consideration ) based on a total Purchase Consideration calculated based on a 5x EV/EBITDA multiple applied to Labour Solutions Australia s audited results for the year to 30 June The Share Consideration will be settled by issuing new Adcorp shares to the Vendors five business days following the finalisation and agreement of Labour Solutions Australia s audited completion accounts for the year to 30 June Funding of the Purchase Consideration The Cash Consideration will be funded by means of a vendor placement ( Vendor Placement ) in terms of the Listings Requirements of the JSE Limited ( Listings Requirements ) whereby Adcorp shares will be issued to Adcorp shareholders at a price of 3,161 cents per share. The Vendor Placement price represents a 5% discount to the 60 day VWAP to Thursday, 17 October 2013 of 3,328 cents per Adcorp share. Adcorp has received irrevocable undertakings to subscribe for new Adcorp shares to be issued in terms of the Vendor Placement. The listing of the new Adcorp shares in terms of the Vendor placement is expected to take place on 2 December The Share Consideration will be settled by issuing the relevant number of Adcorp shares to the Vendors based on the 30 day volume weighted average price ( VWAP ) up to and including 29 October 2013 of 3,291 cents. A maximum number of Adcorp shares will be issued to settle the Share Consideration Conditions Precedent The Transaction Agreement is subject to the following conditions precedent: the requisite majority of Adcorp shareholders providing the necessary approvals to implement the Acquisition; the requisite approval having been received from the South African Reserve Bank; Commonwealth Bank providing its consent and the release of personal guarantees from Andrew Northcott; employment contracts being concluded with key employees; signature of amended shareholder agreements in non-wholly owned entities; Andrew Northcott and John Moloney and the relevant financier and Labour Solutions Australia group company signing deeds of novation to novate certain vehicle leases which have been excluded from the Acquisition; and Adcorp successfully raising the necessary capital to fund the Cash Consideration Effective date The effective date of the transaction is expected to be 1 December 2013 ( Effective Date ). 6. SHAREHOLDER UNDERTAKINGS Adcorp has received irrevocable undertakings from certain Adcorp shareholders holding between them Adcorp ordinary shares or B shares, representing in aggregate 55,8% of the total voting rights in Adcorp, to vote in favour of the resolutions required to implement the Acquisition. The aforesaid undertakings, however, only apply to Adcorp shares which these shareholders hold on the date of the relevant Adcorp shareholder meeting and the number of Adcorp shares which they will vote may therefore increase or decrease prior to such meeting. Adcorp has also received irrevocable undertakings from certain Adcorp shareholders to subscribe for new Adcorp shares at a price of 3,161 cents per share in terms of the Vendor Placement. 9

12 7. FINANCIAL EFFECTS ON ADCORP SHAREHOLDERS The pro forma financial effects of the Acquisition on Adcorp shareholders, for which the Adcorp board is responsible, are provided for illustrative purposes only to provide information about how the Acquisition will affect the Adcorp shareholders by illustrating the effect thereof on the earnings per share ( EPS ), normalised earnings per share ( NEPS ), headline earnings per share ( HEPS ), diluted EPS and diluted HEPS of Adcorp as if the Acquisition had become operative on 1 March 2013 and, for the purpose of net asset value per share ( NAVPS ) and net tangible asset value per share ( NTAVPS ) of Adcorp, as if the Acquisition had become operative on 31 August Because of their nature the pro forma financial effects may not give a fair presentation of Adcorp s financial position and results of operations after the Acquisition. The pro forma financial effects have been compiled using accounting policies that comply with IFRS and that are consistent with those applied in the audited consolidated financial statements of Adcorp for the 6 months ended 31 August Before the Acquisition (Note 1) After the Acquisition (Note 2) % Change EPS (cents) 22,3 19,7 (11,7) NEPS (cents) 176,5 171,8 (2,7) HEPS (cents) 22,4 19,8 (11,7) Diluted EPS (cents) 21,3 18,8 (11,6) Diluted HEPS (cents) 21,4 18,9 (11,5) NAVPS (cents) 2 130, ,0 4,0 NTAVPS (cents) 348,3 309,6 (11,1) Weighted average number of shares in issue ( 000) ,9 Diluted weighted average number of shares in issue ( 000) ,5 Number of shares in issue ( 000) ,8 Notes: 1) The financial information in the Before the Acquisition column has been extracted from Adcorp s unaudited interim financial results for the six months ended 31 August ) The financial information in the After the Acquisition column has been prepared based on Labour Solutions Australia s six month after tax earnings to September (the calculation of which has been based on actual three month after tax earnings to September 2013 extracted from Labour Solutions Australia s management accounts of AUD 0,525 million multiplied by 2). These amounts have been converted into Rands using a ZAR:AUD exchange rate of 9,15, being the average exchange rate for the period 1 July 2013 to 30 September In addition the following assumptions have been made: a) The Purchase Consideration will be limited to the minimum purchase consideration of AUD 26,874 million based on the annualisation of the EBITDA earned by Labour Solutions Australia for the three months to September 2013 of AUD 0,812 million. The Purchase Consideration has been translated at a spot ZAR:AUD exchange rate of 9,40. b) In terms of the requirements of IFRS 3 and based on Adcorp management s best estimate, the excess of ZAR 237,1 million of the Purchase Consideration paid to Labour Solutions Australia over the net asset value at 30 September 2013 has been allocated as follows: i. ZAR 94,9 million to intangible assets which have been amortised based on an expected useful life of five years; ii. ZAR 142,3 million to goodwill; iii. The final allocation will require a detailed identification and valuation exercise which will be completed only once the Acquisition is implemented. These amounts were derived using a ZAR:AUD exchange rate of 9,34 being the exchange rate as at 30 September c) The Purchase Consideration is funded by the issue of approximately 8,1 million new Adcorp Shares in terms of the Vendor Placement issued at 3,161 cents per Adcorp share, being a discount of 5% to Adcorp s 60 day VWAP to 17 October d) Once-off transaction costs of R3,6 million have been taken into account in calculating the effect on Adcorp s EPS, HEPS, diluted EPS and diluted HEPS. 3) It is expected that the Acquisition will have a positive effect on Adcorp s earnings in future. 4) There are no post-balance sheet events requiring adjustment to the pro-formas. 8. CATEGORISATION, DOCUMENTATION AND NOTICE OF GENERAL MEETING The Acquisition constitutes a category two transaction in terms of the categorisation rules contained in the Listings Requirements. In terms of Adcorp s memorandum of incorporation and the Listings Requirements it is necessary for Adcorp shareholders to place the unissued shares under the control of the Adcorp directors in order to issue the new Adcorp shares in terms of the Vendor Placement and, to the extent required, issue shares to the Vendors in terms of the Share Consideration. Accordingly, a circular will be sent to Adcorp shareholders containing, inter alia, a notice of the general meeting of Adcorp Shareholders and a form of proxy. The Adcorp circular will be posted to Adcorp shareholders on 31 October The general meeting will be held in the Boardroom at the registered office of Adcorp at Nicolway Bryanston, Cnr William Nicol and Wedgewood Link, Bryanston, 2021, Johannesburg on Thursday, 28 November 2013 at 10h00, to consider and, if deemed fit, pass, with or without modification, the ordinary resolutions required to implement the Acquisition. 10

13 PROOF 6 30 Oct SALIENT DATES AND TIMES Record date to be entitled to receive the Circular incorporating the notice convening the general meeting Friday, 25 October 2013 Circular and notice of general meeting posted to shareholders on Thursday, 31 October 2013 Last day to trade in Adcorp shares in order to be recorded in Adcorp s securities register to vote at the general meeting on Friday, 15 November 2013 Record date to be entitled to attend, participate in and vote at the general meeting by close of trading on Friday, 22 November 2013 Proxy forms for the general meeting to be received for administrative purposes by 10h00 on (or alternatively by 10h00 on 28 November 2013) Tuesday, 26 November 2013 General meeting held at 10h00 on Thursday, 28 November 2013 Results of the general meeting released on SENS on Thursday, 28 November 2013 Expected date of listing on the JSE of the new Adcorp shares issued in terms of the Vendor Placement Monday, 2 December 2013 Notes: a) All dates and times may be changed by Adcorp. Any change will be published on SENS and in the South African press. b) Shareholders should note that as transactions in Adcorp Shares are settled in the electronic settlement system used by Strate, settlement of trades takes place five business days after such trade. Therefore, Shareholders who acquire shares after Friday, 15 November 2013 will not be eligible to vote at the general meeting. c) All times given in this announcement are local times in South Africa. d) If the general meeting is adjourned or postponed, forms of proxy submitted for the initial general meeting will remain valid in respect of any adjournment or postponement of the general meeting. Bryanston 31 October 2013 Investment Bank and Transaction Sponsor to Adcorp Sponsor 11

14 Adcorp Holdings Limited (Incorporated in South Africa) (Registration number: 1974/001804/06) Share code: ADR ISIN: ZAE NOTICE OF GENERAL MEETING All terms defined in the Circular to which this notice of General Meeting is attached shall bear the same meanings when used in this notice of General Meeting. Notice is hereby given that a General Meeting of the Shareholders will be held at Adcorp s registered office: Adcorp Head Office, Nicolway Bryanston, Cnr William Nicol and Wedgewood Link, Bryanston, 2021, Johannesburg on Thursday, 28 November 2013 at 10h00. The record date for determining which Shareholders are entitled to receive the Circular is Friday, 25 October The record date on which Shareholders must be recorded as such in the securities register maintained by the Transfer Secretaries of Adcorp for the purposes of being entitled to attend and vote at the General Meeting is Friday, 22 November Accordingly, the last day to trade to be eligible to attend and vote at the General Meeting is Friday, 15 November In terms of section 63(1) of the Companies Act, any person attending or participating in a meeting of shareholders must present reasonably satisfactory identification and the person presiding at the meeting must be reasonably satisfied that the right of any person to participate in and vote (whether as Shareholder or as proxy for a Shareholder) has been reasonably verified. Accordingly, all Shareholders will be required to provide identification reasonably satisfactory to the chairman of the General Meeting in order to participate in and vote at the General Meeting. The purpose of the General Meeting is to transact the business set out below, and to consider and, if deemed fit, to pass, with or without modification, the resolutions set out below: ORDINARY RESOLUTION NUMBER 1 RESOLVED THAT an additional authorised but unissued Adcorp Shares, be and are hereby placed under the control of the Directors for the purpose of settling the purchase consideration of the Acquisition until the later of the next annual general meeting and the agreed date of issue of the Adcorp Shares to the Vendors in terms of the sale and purchase agreement in respect of the Acquisition, and that they be and are hereby authorised to issue any such Adcorp Shares as the Directors may deem fit, subject to the Companies Act of 2008 (Act 71 of 2008), as amended, the MOI and the provisions of the Listings Requirements. ORDINARY RESOLUTION NUMBER 2 RESOLVED THAT any Director or the Acting Company Secretary of Adcorp be and is hereby authorised to do all such things and sign all such documents as are necessary to give effect to the ordinary resolutions proposed at the General Meeting at which this ordinary resolution is proposed. In order to be adopted, each of the abovementioned ordinary resolutions must be supported by more than 50% of the voting rights exercised on such resolutions. 12

15 PROOF 6 30 Oct 2013 VOTING On a show of hands, every Shareholder who is present in person, by proxy or represented at the General Meeting shall have one vote (irrespective of the number of Adcorp Shares or Adcorp B Shares held) and on a poll, every Shareholder shall have one vote for each and every Adcorp Share or Adcorp B Share held by him. ELECTRONIC PARTICIPATION Shareholders or their proxies may participate in (but not vote at) the General Meeting by way of a teleconference call. If they wish to do so, they must contact Adcorp s Acting Company Secretary and identify themselves to the satisfaction of the Acting Company Secretary to obtain the dialing code and pin number. Shareholders participating in this manner will still have to appoint a proxy to vote on their behalf at the General Meeting. Access by means of electronic communication will be at the expense of the Shareholder. PROXIES A Shareholder entitled to attend and vote at the General Meeting may appoint one or more persons as its proxy to attend, speak and vote in its stead. A proxy need not be a Shareholder. Shareholders are referred to the attached form of proxy (blue) in this regard. If you are a Certificated Shareholder or a Dematerialised Shareholder with Own-name Registration and are unable to attend the General Meeting and wish to be represented thereat, you must complete and return the attached form of proxy (blue) in accordance with the instructions contained therein to be received by the Transfer Secretaries, Link Market Services South Africa Proprietary Limited, at 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein, Johannesburg 2001 (PO Box 4844, Johannesburg, 2000), by not later than 10h00 on Tuesday, 26 November 2013 for administrative purposes or thereafter by no later than 10h00 on Thursday, 28 November If you have dematerialised your Adcorp Shares with a 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 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 Adcorp s Acting Company Secretary. By order of the board AM Sher Acting Company Secretary 31 October

16 NOTES 14

17 PROOF 6 30 Oct 2013 Adcorp Holdings Limited (Incorporated in South Africa) (Registration number 1974/001804/06) Share code: ADR ISIN: ZAE FORM OF PROXY GENERAL MEETING For use by Certificated Shareholders or Dematerialised Shareholders with Own-name Registration at the General Meeting to be held at 10h00 on Thursday, 28 November 2013 at the registered office of Adcorp at Nicolway Bryanston, Cnr William Nicol and Wedgewood Link, Bryanston, 2021, Johannesburg. The definitions and interpretations commencing on page 4 of the Circular to which this form of proxy is attached also apply to this form of proxy. If Shareholders have dematerialised their Shares with a CSDP or Broker, other than with Own-name Registration, they must arrange with the CSDP or Broker to provide them with the necessary letter of representation to attend the General Meeting or the Shareholder must instruct them as to how they wish to vote in this regard. This must be done in terms of the agreement entered into between the Shareholder and the CSDP or Broker, in the manner and cut-off time stipulated therein. Please read the notes on the reverse hereof carefully, which, amongst other things, set out the rights of Shareholders in terms of section 58 of the Companies Act with regard to the appointment of proxies. For the General Meeting I/We (Name/s in block letters) of (address in block letters) being a Shareholder of Adcorp and holding of this proxy form): shares, and entitled to vote, do hereby appoint (refer to note 1 at the end or, failing him/her, Richard Pike of Adcorp at Nicolway Bryanston, Cnr William Nicol and Wedgewood Link, Bryanston, 2021, Johannesburg, or failing him, the Chairman of the General Meeting as my/our proxy(ies) to vote on a poll on my/our behalf at the General Meeting to be held at 10h00 on Thursday, 28 November 2013 and at any postponement or adjournment thereof. Please indicate with an X in the spaces below how you wish your proxy to vote in respect of the resolutions to be proposed, as contained in the notice of the abovementioned General Meeting. *I/We desire my/our proxy to vote on the resolutions to be proposed, as follows: Ordinary resolution 1 ( authorised but unissued Adcorp Shares are placed under the control of the Directors) Ordinary resolution 2 (any Director or the Acting Company Secretary of Adcorp is authorised to do all such things and sign all such documents necessary to give effect to the ordinary resolutions proposed at the General Meeting at which this ordinary resolution is proposed) For Against Abstain Signed by me/us this day of 2013 Signature Assisted by me (where applicable) (see note 12 on reverse of this proxy form) Full name/s of signatory if signing in a representative capacity (see note 11 on reverse of this proxy form) * If this form of proxy is returned without any indication of how the proxy should vote, the proxy will exercise his/her discretion both as to how he/she votes and as to whether or not he/she abstains from voting

18 Notes 1. A Shareholder entitled to attend and vote at the abovementioned meeting is entitled to appoint one or more proxies to attend, speak and, on a poll, vote in his/her stead or abstain from voting. The proxy need not be a member of Adcorp. A Shareholder may appoint two or more persons concurrently as proxies, and may appoint more than one proxy to exercise voting rights attached to different Adcorp Shares or Adcorp B Shares held by the Shareholder. 2. A proxy may delegate the proxy s authority to act on behalf of the Shareholder to another person. 3. The completion and lodging of this form of proxy will not preclude the relevant Shareholder from attending the General Meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such Shareholder wish to do so. Accordingly, the appointment of a proxy in terms hereof is suspended at any time and to the extent that the Shareholder chooses to act directly and in person in the exercise of any rights as a Shareholder. 4. A proxy is entitled to exercise, or abstain from exercising, any voting right of the Shareholder without direction, except to the extent that the voting instructions are set out in the relevant section of the proxy form. 5. The appointment of a proxy shall remain valid until the end of the meeting contemplated in this appointment (including in respect of any adjournment or postponement of the General Meeting), unless revoked in the manner contemplated in note 6 below. 6. A Shareholder may revoke the proxy appointment by (i) cancelling it in writing, or making a later inconsistent appointment of a proxy, and (ii) delivering a copy of the revocation instrument to the proxy and to Adcorp. The revocation of a proxy appointment constitutes a complete and final cancellation of the proxy s authority to act on behalf of the Shareholder as of the later of (i) the date stated in the revocation instrument, if any, or (ii) the date on which the revocation instrument was delivered to Adcorp. 7. Please insert the number of Adcorp Shares and/or Adcorp B Shares, as the case may be, in the relevant spaces according to how you wish your votes to be cast. If you wish to cast your votes in respect of a lesser number of Adcorp Shares and/or Adcorp B Shares, as the case may be, exercisable by you, insert the number of Adcorp Shares and/or Adcorp B Shares, as the case may be, held in respect of which you wish to vote. Failure to comply with the above will be deemed to authorise and compel the chairman, if the chairman is an authorised proxy, to vote in favour of the resolutions, or to authorise any other proxy to vote for or against the resolutions or abstain from voting as he/she deems fit, in respect of all the Shareholder s votes exercisable thereat. A Shareholder or its/his/her proxy is not obliged to use all the votes exercisable by the Shareholder or its/his/her proxy, but the total of the votes cast and in respect whereof abstention is recorded may not exceed the total of the votes exercisable by the Shareholder or its/his/her proxy. 8. To be valid, this form of proxy must be completed and returned to Adcorp s Transfer Secretaries, Link Market Services South Africa Proprietary Limited, at 13th Floor Rennie House, 19 Ameshoff Street, Braamfontein (PO Box 4844, Johannesburg, 2000), to be received by not later than 10h00 on Tuesday, 26 November 2013 for administrative purposes or thereafter by no later than 10h00 on Thursday, 28 November Any alteration or correction made to this form of proxy must be initialled by the signatory(ies). 10. In the case of a joint holding, the first-named only is required to sign. 11. The authority of a person signing a proxy in a representative capacity must be attached to the form of proxy unless that authority has already been recorded by Adcorp. 12. A minor or any other person under legal incapacity must be assisted by his/her parent or guardian as applicable, unless the relevant documents establishing capacity are produced or have been registered with the Transfer Secretaries. 13. If the instrument appointing a proxy or proxies has been delivered to Adcorp, as long as that appointment remains in effect, any notice that is required by the Companies Act or Adcorp s Memorandum of Incorporation to be delivered by Adcorp to the Shareholder must be delivered by Adcorp to (i) the Shareholder or (ii) the proxy or proxies, if the Shareholder has directed Adcorp in writing to do so and paid any reasonable fee charged by Adcorp for doing so. SUMMARY OF THE RIGHTS ESTABLISHED IN TERMS OF SECTION 58 OF THE COMPANIES ACT: For purposes of this summary, the term shareholder shall have the meaning ascribed thereto in section 57(1) of the Companies Act. 1. At any time, a shareholder of a company is entitled to appoint an individual, including an individual who is not a shareholder of that Company, as a proxy, to participate in, and speak and vote at, a shareholders meeting on behalf of the shareholder. 2. A proxy appointment must be in writing, dated and signed by the relevant shareholder, and such proxy appointment remains valid for one year after the date upon which the proxy was signed, or any longer or shorter period expressly set out in the appointment, unless it is revoked in a manner contemplated in section 58(4)(c) of the Companies Act or expires earlier as contemplated in section 58(8)(d) of the Companies Act. 3. Except to the extent that the Memorandum of Incorporation of a company provides otherwise: 3.1 a shareholder of the relevant Company may appoint two or more persons concurrently as proxies, and may appoint more than one proxy to exercise voting rights attached to different securities held by such shareholder; 3.2 a proxy may delegate his authority to act on behalf of a shareholder to another person, subject to any restriction set out in the instrument appointing the proxy; and 3.3 a copy of the instrument appointing a proxy must be delivered to the relevant Company, or to any other person on behalf of the relevant Company, before the proxy exercises any rights of the shareholder at a shareholders meeting. 4. Irrespective of the form of instrument used to appoint a proxy, the appointment of the proxy is suspended at any time and to the extent that the shareholder who appointed that proxy chooses to act directly and in person in the exercise of any rights as a shareholder of the relevant company. 5. Unless the proxy appointment expressly states otherwise, the appointment of a proxy is revocable. If the appointment of a proxy is revocable, a shareholder may revoke the proxy appointment by cancelling it in writing, or making a later inconsistent appointment of a proxy, and delivering a copy of the revocation instrument to the proxy and the Company. 6. The revocation of a proxy appointment constitutes a complete and final cancellation of the proxy s authority to act on behalf of the relevant shareholder as of the later of the date: (a) stated in the revocation instrument, if any; or (b) upon which the revocation instrument is delivered to the proxy and the relevant Company as required in section 58(4)(c)(ii) of the Companies Act. 7. If the instrument appointing a proxy or proxies has been delivered to the relevant company, as long as that appointment remains in effect, any notice that is required by the Companies Act or the relevant company s Memorandum of Incorporation to be delivered by such Company to the shareholder, must be delivered by such company to the shareholder, or to the proxy or proxies, if the shareholder has directed the relevant company to do so in writing and paid any reasonable fee charged by the Company for doing so. 8. A proxy is entitled to exercise, or abstain from exercising, any voting right of the relevant shareholder without direction, except to the extent that the Memorandum of Incorporation, or the instrument appointing the proxy provide otherwise. 9. If a company issues an invitation to shareholders to appoint one or more persons named by such company as a proxy, or supplies a form of instrument for appointing a proxy: 9.1 such invitation must be sent to every shareholder who is entitled to notice of the meeting at which the proxy is intended to be exercised; 9.2 the invitation, or form of instrument supplied by the relevant Company, must: (a) bear a reasonably prominent summary of the rights established in section 58 of the Companies Act; (b) contain adequate blank space, immediately preceding the name or names of any person or persons named in it, to enable a shareholder to write in the name and, if so desired, an alternative name of a proxy chosen by such shareholder; and (c) provide adequate space for the shareholder to indicate whether the appointed proxy is to vote in favour or against the applicable resolution/s to be put at the relevant meeting, or is to abstain from voting; 9.3 the Company must not require that the proxy appointment be made irrevocable; and 9.4 the proxy appointment remains valid only until the end of the relevant meeting at which it was intended to be used, unless revoked as contemplated in section 58(5) of the Companies Act. 16