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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”)ACQUISITION OF PAXUS AUSTRALIA PROPRIETARY LIMITED (“PAXUS”) (“THEACQUISITION”)1. IntroductionAdcorp is pleased to announce that it has entered into an agreement on 12 December 2012 withComputer Sciences Corporation (“CSC”), a public company listed on the New York StockExchange and the current shareholder of Paxus, to acquire 100% of Paxus for a cashconsideration of approximately R544,800,000 (“Purchase Consideration”).2. Paxus – nature of the businessesPaxus is a leading provider of Information Technology (“IT”) contracting and recruitment servicesin Australia. With a head office in Melbourne, Paxus has offices throughout Australia and has avery strong brand in its specialised niche market. Started in 1973, Paxus has consistently been adominant player in the A$2.1 billion (R19.1 billion) Australian IT contracting and recruitmentmarket over the last 40 years. Paxus has approximately 100 staff and 2,000 contractors onassignment at any given time and a client base which is represented principally by blue chipcorporates and government. Paxus provides IT resources both on a contracting and permanentbasis across the whole spectrum of IT specialties and functions, including business analysts,project managers, consultants, analyst programmers, testers, and desktop / PC support. Withloyal clients, contractors and employees, and a corporate focus on operational excellence, Paxushas performed strongly under its experienced management team.3. Rationale for the AcquisitionThe attractions of the acquisition include:• Paxus is a well-established business with a strong brand name, a well-established andexperienced management team and an excellent reputation;• Paxus has long established relationships and preferred supplier status with some ofAustralia’s blue chip companies and various government departments. In addition, CSCAustralia Pty Limited, currently Paxus’ largest client, has signed a five year limitedexclusivity contract to obtain IT resources from Paxus;• a focus on high demand scarce skills;• strong contractor relationships with a database of over 140,000 candidates; and• a solid financial track record.Adcorp believes that the acquisition of Paxus will provide a number of financial and operationalbenefits including:1

5. Shareholder undertakingsAdcorp has received irrevocable undertakings from certain Adcorp shareholders holding betweenthem 63,482,347 Adcorp shares, representing in aggregate 66.4% of the total voting rights inAdcorp, to vote in favour of the resolutions required to implement the capital raising. Theaforesaid undertakings, however, only apply to Adcorp shares which these shareholders hold onthe date of the relevant Adcorp shareholder meeting and the number of Adcorp shares which theywill vote at the Adcorp shareholders meeting may therefore increase or decrease prior to suchmeeting.Adcorp has also received irrevocable undertakings from certain Adcorp shareholders to subscribefor a maximum of 13.0m new Adcorp shares at a price of 2,818 cents per share in terms of theVendor Placement. The receipt of funds from the Vendor Placement and the listing of the newAdcorp shares are expected to take place before the end of January 2013.6. Financial effects on Adcorp shareholdersThe unaudited pro forma financial effects of the Acquisition on Adcorp shareholders, for which theAdcorp board is responsible, are provided for illustrative purposes only to provide informationabout how the Acquisition will affect the financial position of the Adcorp shareholders byillustrating the effect thereof on the earnings per share (“EPS”), normalised earnings per share(“NEPS”) and headline earnings per share (“HEPS”) of Adcorp as if the Acquisition had becomeoperative on 1 March 2012 and, for the purpose of net asset value per share (“NAVPS”) and nettangible asset value per share (“NTAVPS”) of Adcorp, as if the Acquisition had become operativeon 31 August 2012. Because of their nature the unaudited pro forma financial effects may notgive a fair presentation of Adcorp’s financial position and results of operations after theAcquisition. The unaudited pro forma financial effects have been compiled using accountingpolicies that comply with IFRS and that are consistent with those applied in the auditedconsolidated financial statements of Adcorp for the 6 months ended 31 August 2012.Before theAcquisition(Note 1)After theAcquisition(Note 2)% ChangeEPS (cents) 127.3 113.0 -11.2%NEPS (cents) 166.8 170.2 2.0%HEPS (cents) 127.1 112.9 -11.2%NAVPS (cents) 1,917.7 2,040.5 6.4%NTAVPS (cents) 309.8 214.7 -30.7%Weighted average number of sharesin issue (‘000)76,978 89,978Number of shares in issue (‘000) 78,139 91,139Notes:1) The financial information in the "Before the Acquisition" column has been prepared based onAdcorp’s interim financial results for the 6 months ended 31 August 2012.2) The financial information in the “After the Acquisition” column has been prepared based onPaxus’ 6 month earnings of AUD 3.9m less an after tax adjustment of AUD 0.6m for3

incentivisation costs. These amounts have been converted into Rands using a ZAR:AUDexchange rate of 9.08. In addition the following assumptions have been made:a) The debt funding of AUD 19.7m for the Acquisition will be raised in Australia and anaverage utilisation of AUD 5m has been assumed on a working capital facility. AnAustralian funding rate of 6.75% has been assumed. This interest will be tax deductibleand will have a continuing effect.b) In terms of the requirements of IFRS 3 and based on Adcorp management`s bestestimate, the excess of R363 million of the Purchase Consideration paid to CSC over thenet asset value at 30 September 2012 has been allocated as follows:i. R145 million to intangible assets which have been amortised based on an expecteduseful life of 5 years; andii. R218 million to goodwill.iii. The final allocation will require a detailed identification and valuation exercise whichwill be completed only once the Acquisition is implemented. These amounts werederived using a ZAR:AUD exchange rate of 9.08.c) The Purchase Consideration is funded by debt of R179 million and by the issue of 13.0million new Adcorp Shares to the value of R366 million (based on Adcorp’s 20 day VWAPto 30 November 2012, issued at a discount of 7.5%).d) Once-off transaction costs have been excluded from the above analysis7. Categorisation and documentationThis is a category two transaction per the categorisation rules contained in the ListingsRequirements.In terms of Adcorp’s memorandum of incorporation and the Listings Requirements it is necessaryfor Adcorp shareholders to place the unissued shares under the control of the Adcorp directors inorder to issue the new Adcorp shares in terms of the Vendor Placement. Accordingly, a circularwill be sent to Adcorp shareholders containing, inter alia, a notice of the general meeting ofAdcorp Shareholders and a form of proxy. The Adcorp circular is expected to be posted to Adcorpshareholders on or about 13 December 2012.8. Salient Dates and TimesCircular and notice of general meeting posted to shareholders on Thursday, 13 December 2012Last day to trade in Adcorp shares in order to be recorded inAdcorp’s securities register to vote at the general meeting onRecord date to be entitled to attend, participate in and vote at thegeneral meeting by close of trading onFriday, 4 January 2013Friday, 11 January 2013Proxy forms for the general meeting to be received by 10:00 on Tuesday, 15 January 2013General meeting held at 10:00 on Wednesday, 16 January 2013Results of the general meeting released on SENS on Wednesday, 16 January 2013Results of the general meeting published in the South Africanpress onThursday, 17 January 2013Expected date of listing on the JSE of the new Adcorp shares Monday, 28 January 2013Notes:a) All dates and times may be changed by Adcorp and/or may be subject to the obtaining of certainregulatory approvals. Any change will be published on SENS and in the South African press.4

) Shareholders should note that as transactions in Adcorp Shares are settled in the electronicsettlement system used by Strate, settlement of trades takes place 5 Business Days after suchtrade. Therefore, Shareholders who acquire shares after Friday, 4 January 2013 will not be eligibleto 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 generalmeeting will remain valid in respect of any adjournment or postponement of the general meeting.Bryanston12 December 2012Investment Bank, Corporate Advisor and Transaction Sponsor to AdcorpInvestec Corporate FinanceSponsor to AdcorpDeloitte & Touche Sponsor Services (Pty) Ltd5