SENS Announcement | 28 July 2015

RESULTS OF ANNUAL GENERAL MEETING. CHAIRMAN'S STATEMENT AND CHANGES TO THE BOARD

ADvTECH Limited
(Incorporated in the Republic of South Africa)
(Registration number 1990/001119/06)
Share code: ADH ISIN: ZAE000031035
("ADvTECH" or "the Company")

 RESULTS OF ANNUAL GENERAL MEETING. CHAIRMAN'S STATEMENT AND CHANGES TO THE BOARD

 ADvTECH shareholders are advised that at the annual general meeting ("AGM") of shareholders held on Tuesday, 28 July 2015, all the ordinary and special resolutions as set out in the notice of AGM, with the exception of ordinary resolution number 9 (dealing with the issue of shares for cash), were approved by the requisite majority of shareholders present or represented by proxy.

The meeting was well attended with 382 234 615 ADvTECH shares, representing 84,01% of the total ordinary issued share capital of ADvTECH, voting in person or by proxy.

The resolutions proposed at the AGM, together with the percentage of shares abstained (as a percentage of total issued share capital of the Company), as well as the percentage of votes carried for and against each resolution (as a percentage of shares voted), are as follows:

1. Ordinary resolution number 1: Adoption of annual financial statements
FOR AGAINST ABSTAIN
380 036 903 - 2 197 712
100% - 0.48%
2. Ordinary resolution number 2: Re-election of Mr. C.H. Boulle as a non executive director
FOR AGAINST ABSTAIN
220 903 255 161 323 826 7 544
57.79% 42.20% <0.01%
3. Ordinary resolution number 3: Re-election of Professor B.M. Gourley as a non-executive director
FOR AGAINST ABSTAIN
220 891 764 159 145 149 2 197 712
58.12% 41.88% 0.48%
4. Ordinary resolution number 4: Re-election of Mr. J.C. Livingstone as a non executive director
FOR AGAINST ABSTAIN
373 926 059 - 8 308 556
100% - 1.83%
5. Ordinary resolution number 5: Re-election of Mr. C.H. Boulle as a member of the audit committee
OR AGAINST ABSTAIN
220 435 055 159 601 848 2 197 712
58.00% 42.00% 0.48%
6. Ordinary resolution number 6: Re-election of Professor B.M. Gourley as a member of the audit committee
FOR AGAINST ABSTAIN
214 342 504 165 694 399 2 197 712
56.40% 43.60% 0.48%
7. Ordinary resolution number 7: Re-election of Mr. M. Nyati as a member of the audit committee
FOR AGAINST ABSTAIN
221 539 493 158 497 410 2 197 712
58.29% 41.71% 0.48%
8. Ordinary resolution number 8: Appointment of auditors
FOR AGAINST ABSTAIN
380 036 903 - 2 197 712
100% - 0.48%
9. Ordinary resolution number 9: Issuing of shares for cash
FOR AGAINST ABSTAIN
218 518 198 161 518 705 2 197 712
57.50% 42.50% 0.48%
10. Ordinary resolution number 10: Non-binding advisory vote – Remuneration policy
FOR AGAINST ABSTAIN
319 504 423 52 131 583 10 598 609
85.97% 14.03 2.33%
11. Special resolution number 1: Conversion of shares from par value to no par value
FOR AGAINST ABSTAIN
380 036 903 - 2 197 712
100% - 0.48%
12. Special resolution number 2: Non-executive directors' fees
FOR AGAINST ABSTAIN
366 729 070 7 196 989 8 308 556
98.08% 1.92% 1.83%
13. Special resolution number 3: Loans or financial assistance to subsidiaries and related or inter-related companies
FOR AGAINST ABSTAIN
380 036 903 - 2 197 712
100% - 0.48%
14. Special resolution number 4: General authority to acquire the Company's own shares
FOR AGAINST ABSTAIN
371 125 404 8 909 499 2 199 712
97.66% 2.34% 0.48%
In a statement at the meeting, the chair reported that:
  • The Tertiary division completed its turnaround last year and continues to perform strongly;
  • The Resourcing division maintained market share in challenging economic market conditions;
  • Technology and online learning investments are showing good promise;
  • The Schools division continues to deliver on its promise of academic excellence;
  • The integration of the Maravest and Centurus groups and the Gaborone International School in Botswana into the ADvTECH group are progressing well and according to plan;
  • The R3bn capital investment programme will continue to support greenfields development and carefully selected acquisitions in South Africa and elsewhere on the African continent;
  • As announced on SENS on 8 July 2015, both basic earnings per share ("EPS") and headline earnings per share ("HEPS") for the six months ended 30 June 2015 will be 20% to 30% higher than the comparative reporting period for the six months ended 30 June 2014. The increased earnings were the result of organic growth delivered by the successful roll out of the Company's growth strategy over the past few years;
  • Enrolments were up 71% at the beginning of 2015 and are set to continue increasing at a rapid rate as the Company's growth strategy matures, and is expected to translate into increased earnings and share price growth for the foreseeable future.
With reference to the speculation about the Conditional Firm Intent to Make an Offer ("the proposal") to the ADvTECH board by Curro, the chair re-iterated that the Board has, with due regard to its fiduciary duties to the Company, reached the unanimous conclusion that the proposal is not in the best interests of the Company or its stakeholders and advised that it will not pursue further discussions with Curro in this regard. The full text of the chair's detailed statement is available on the Company's website – wwww.advtech.co.za.

The retirement of Jeff Livingstone, who did not make himself available for re-election at the meeting, was noted. Jeff joined the Board in 2008 and at various times served as chairman of the audit committee, and as a member of the audit, risk, remuneration and litigation committees. In August 2014 he stepped in as acting chairman. The new chair, Chris Boulle said: "Jeff's wise counsel and guidance will be sorely missed; the Company's loss however will be his family's gain as he is able to spend more time with his family."

Chris Boulle has been appointed as chairman of the Company. He was appointed an alternate director to Hymie Levin in September 2011, as independent non-executive director in March 2013, and has served more recently as lead independent director. In line with sound corporate governance practice, Chris will step down as chairman of the audit committee.  

The search for a new Chief Executive Officer ("CEO") is well underway. Frank Thompson, who was appointed interim CEO in March 2015, will remain on in this position until an appointment is made. Boulle said: "We are very grateful to have someone of Frank's calibre and intimate knowledge of all aspects of the business to lead the Company."

The appointment of Keith Warburton as an independent non-executive director of the Company with effect from 28 July 2015 was announced. Keith is a CA and has a background spanning a number of years in commerce. His most recent experience has been as CFO and COO Clicks Holdings Ltd.

Johannesburg
28 July 2015
Sponsor and Corporate Advisor: Bridge Capital Advisors Proprietary Limited

Advtech Updates

By Tamara Thomas April 28, 2026
In April, Advtech was represented at the Reggio Emilia International Conference in Italy, represented alongside delegates from 47 countries and more than 360 participants from across the globe. This gathering offered a powerful opportunity to engage deeply with the Reggio Emilia philosophy at its source and to reflect on its relevance and resonance within Advtech schools. The Reggio Emilia approach, particularly within the Early Years (infant, toddler, preschool, and primary phases), is grounded in the belief that children are capable, curious, and rich in potential. It offers inclusive learning environments that support students’ wellbeing, encourage meaningful social interaction, and foster a strong sense of belonging. Central to this approach is a shared responsibility to the community, one that embraces diversity, promotes collaboration, and nourishes a creative culture for teaching and learning. At the heart of the Reggio Emilia approach lies the understanding that education is not self-sufficient. Learning does not happen in isolation; it emerges through resources, experiences, theories, dialogue, and relationships. Children do not learn by themselves, but through interaction with others and through engagement with thoughtfully designed environments. As a result, classroom spaces are intentionally equipped to reflect what is being taught, ensuring that the environment itself becomes an active participant in learning, often referred to as the “third teacher.” Advtech’s Early Years approach aligns strongly with this philosophy, where the “Hundred Languages of Children” is deeply valued. This metaphor, introduced by Loris Malaguzzi, recognises that children express their thinking, understanding, and creativity in many different ways, through art, movement, speech, construction, play, and inquiry. Children are seen as natural researchers who explore ideas through encounters with peers, materials, and experiences. Through thinking, acting, listening, and questioning with curious minds, they co-construct knowledge together. Accessible, everyday materials, such as paper, natural objects, and recycled resources play an important role in these learning experiences. These materials invite creativity, exploration, and critical thinking. Students engage in practices such as observational drawing, while teachers carefully document learning through photographs, notes, and displays. Documentation makes thinking visible and honours children’s learning journeys, allowing reflection for both learners and educators. A key principle of the Reggio Emilia approach is seeing each child as an individual with rights, resulting in personalised learning being evident in every classroom. The teacher’s role shifts from instructor to guide, listener, and co-learner, creating space for each child’s voice to be heard. As Loris Malaguzzi, founder of the Reggio Emilia approach, famously stated: “There is no learning without joy.”  Learning, therefore, should be joyful, playful, and filled with discovery. Children should experience learning as pleasurable, stimulating, and meaningful. Visiting Reggio Emilia schools demonstrated how this philosophy comes alive through rotational group teaching, flexible learning environments, and classroom spaces that change in response to children’s interests and inquiries. Importantly, learning in Reggio Emilia is a collective journey. Teachers, teaching assistants, and support staff all play an integral role in nurturing each child’s development. Even at a young age, children are encouraged to engage in research, which supports divergent thinking and honours the fact that no two learners are the same. Listening carefully to children’s ideas and theories becomes a fundamental act of respect.
By Tamara Thomas April 22, 2026
Advtech Limited (Incorporated in the Republic of South Africa) (Registration number 1990/001119/06) Share code: ADH ISIN: ZAE000031035 (“Advtech” or “the Company”) DEALINGS IN SECURITIES BY DIRECTORS, A DIRECTOR OF A MAJOR SUBSIDIARY, PRESCRIBED OFFICERS AND THE GROUP COMPANY SECRETARY In terms of paragraphs 6.77 to 6.90 of the JSE Limited Listings Requirements (“JSE Listings Requirements”), the following transactions, in respect of which prior written approval pursuant to paragraph 6.83 of the JSE Listings Requirements have been obtained, is hereby disclosed.
By Tamara Thomas April 21, 2026
Advtech Limited (Incorporated in the Republic of South Africa) (Registration number 1990/001119/06) Share code: ADH ISIN: ZAE000031035 (“Advtech” or “the Company”) Dealings in securities by the Advtech Management Share Incentive Plan 2026 (“MSI scheme”) In compliance with paragraphs 6.77 – 6.90 of the JSE Limited Listings Requirements the following information is disclosed in respect of dealings in Advtech securities by the MSI Scheme:
By Tamara Thomas April 21, 2026
Advtech Limited (Incorporated in the Republic of South Africa) (Registration number 1990/001119/06) Share code: ADH ISIN: ZAE000031035 (“the Company” or “Advtech”) PUBLICATION OF ANNUAL INTEGRATED REPORT, NO CHANGE STATEMENT, NOTICE OF VIRTUAL ANNUAL GENERAL MEETING, AND AVAILABILITY OF B-BBEE COMPLIANCE CERTIFICATE Publication of Annual Integrated Report Shareholders are advised that the Advtech 2025 Annual Integrated Report (“Integrated Report”) and the Environmental, Social and Governance (“ESG”) Report have been published today. Electronic versions of the Annual Financial Statements for the year ended 31 December 2025 (“AFS”) and Ernst & Young Incorporated’s unqualified audit report are available on the Company’s website at: https://www.groupadvtech.com/financial-results and on the JSE Cloudlink at: https://senspdf.jse.co.za/documents/2026/JSE/ISSE/ADH/AFSYE2025.PDF The Integrated Report and ESG Report are available on the Company’s website at www.groupadvtech.com No Change Statement The consolidated AFS contain no modifications to the financial information published on SENS on 23 March 2026. Notice of Virtual Annual General Meeting Notice is hereby given that the virtual annual general meeting (“AGM”) of shareholders of the Company will be accessible on an interactive electronic platform, in order to facilitate participation and voting by shareholders, as permitted by the JSE Limited, the provisions of the Companies Act and the Company's Memorandum of Incorporation, on Wednesday, 27 May 2026 at 10h00, to consider and, if deemed fit, to pass with or without modification all of the ordinary and special resolutions set out in the notice of AGM to be distributed to shareholders on or before 21 April 2026. To this end, the Company has retained the services of The Meeting Specialist Proprietary Limited (“TMS”) to host the AGM on an interactive electronic platform, in order to facilitate participation and voting by shareholders. Our transfer secretaries, JSE Investor Services Proprietary Limited, will act as scrutineer. Shareholders who wish to participate in and/or vote at the AGM are required to contact TMS on proxy@tmsmeetings.co.za or alternatively contact them on 081 711 4255 / 084 433 4836 / 061 440 0654 as soon as possible, but in any event no later than 10h00 on Monday, 25 May 2026.  Shareholders are strongly encouraged to submit votes by proxy before the meeting. If shareholders wish to participate in the AGM, they should instruct their Central Securities Depository Participant (CSDP) or Broker to issue them with the necessary letter of representation to participate in the AGM, in the manner stipulated in their custody agreement. These instructions must be provided to the CSDP or broker by the cut-off time and date advised by the CSDP or broker, to accommodate such requests. SALIENT DATES The record date for the purposes of determining the shareholders of the Company entitled to receive the AGM notice is Friday, 10 April 2026. The record date for purposes of determining which shareholders of the Company are entitled to attend, participate in, and to vote at the AGM is Friday, 22 May 2026. Accordingly, the last date to trade in the Company’s shares on JSE Limited in order to be eligible to attend, participate in and vote at the AGM is Tuesday, 19 May 2026. AVAILABILITY OF B-BBEE COMPLIANCE CERTIFICATE In compliance with paragraph 12.7(g) and Appendix 1 to section 6 of the JSE Listing Requirements, shareholders are advised that the Company’s annual compliance certificate in terms of section 13G(2) of the Broad-Based Black Economic Empowerment Amendment Act, No 46 of 2013, is available on the Company’s website at https://www.groupadvtech.com . 21 April 2026 Johannesburg Sponsor: Bridge Capital Advisors Proprietary Limited
By Tamara Thomas April 15, 2026
Choosing a school for your child will be one of the most complex and consequential decisions parents will ever make. When parents choose a school for their child, the decision is often shaped by immediate needs: convenience, reputation, or results in the senior years. Yet schooling is not a short-term decision. It is one of the longest and most formative investments a family will ever make, stretching over 12 to 15 years or more, from early childhood development through to Matric and further study. Darren Purdon, Head of Advtech Schools Academics, says the real value of education lies not in isolated moments of achievement, but in the intentional construction of learning over time, and that parents should approach their child’s educational journey intentionally, from start to finish. “Education depends on interconnected building blocks, each phase deliberately designed to prepare learners for the next,” he says. Parents should therefore carefully consider the elements that underpin a successful, lifelong educational journey before making this important decision. FOUNDATIONS MATTER Learning does not begin in Grade 1. It starts far earlier, in Grade 000 and Grade 00, where children develop the cognitive, social, emotional, and language skills that will underpin their entire academic journey, Purdon says. “When these early years are thoughtfully planned, children are more likely to arrive in the Foundation Phase confident, curious, and ready to learn. When they are not, gaps emerge that can widen over time. If the foundations are secure, progress accelerates, as we see in our Advtech Schools where we utilise international best practices and benchmarks to personalise early learning.” THE IMPORTANCE OF BELONGING Academic success is deeply connected to emotional safety and a sense of belonging. Children learn best when they feel comfortable at school, when they feel seen, supported and happy. And when teachers are supported, engaged, and professionally fulfilled, that sense of wellbeing naturally filters into the classroom. When students are excited about going to school, engagement increases, persistence improves and learning deepens. Social and emotional learning and supportive classroom environments with caring teachers underpin deep learning. Advtech schools include experienced psycho-social specialists to continually ensure teachers are upskilled in managing diverse classrooms. RESPONSIVE TEACHING AND TECH Effective education is not defined by what has been taught, but by what has been learned. “At Advtech schools, there is a growing shift toward instructional models that prioritise responsiveness. If learners have not grasped a concept, the expectation is not to move on regardless, but to re-teach using different strategies until understanding is achieved,” Purdon says. Additionally, technology has become a powerful enabler of this responsiveness, but not as a replacement for teachers. “AI-assisted tools, and classroom digital platforms such as Advlearn, increasingly act as classroom assistants, helping teachers identify learning gaps quickly and accurately. These tools provide insight into where students are struggling, allowing teachers to personalise support and adjust instruction accordingly.” INTENTIONAL SUBJECT PATHWAYS Consistency and coherence across subjects are another critical component of long-term value creation in education. “Take Mathematics as an example. Mathematical competence is not built in isolated units or single phases, it requires a carefully sequenced programme that develops conceptual understanding, fluency and confidence year after year,” says Purdon. “An intentional approach ensures that each phase prepares students for what follows, creating a golden thread that runs from early numeracy through to advanced problem-solving in the senior years. Gaps are far harder to close when this thread is broken.” The same principle applies across subjects: literacy, science, languages, and beyond. “Strategic curriculum alignment therefore ensures that learning compounds rather than resets each year, and parents should keep this in mind when strategising their child’s educational journey.” CHOOSING A SCHOOL WITH THE LONG VIEW For parents, the key question should not only be “Is this a good school now?”, but rather “Is this a school that understands the full journey, as well as understands where my child excels and needs support in each subject?” “Advtech Schools value long-term academic growth, student wellbeing, teacher development, and intentional curriculum design offers far more than short-term results. It offers continuity, stability, and a clear vision of success from the earliest years through to matric,” Purdon says.  “And in an education landscape that continues to evolve, the most trusted institutions are those that recognise schooling not as a series of isolated years, but as a curated journey, using regular academic data to personalise learning and shape student success for life.”
By Tamara Thomas April 8, 2026
Advtech Limited (Incorporated in the Republic of South Africa) (Registration number 1990/001119/06) Share code: ADH ISIN: ZAE000031035 (“ Advtech ” or “ the Group ”) DEALINGS IN SECURITIES BY A DIRECTOR In compliance with paragraphs 6.77 to 6.90 of the JSE Limited (“ JSE ”) Listings Requirements, the following transaction relating to dealings by a director is hereby disclosed pursuant to the provisions of the ADvTECH Management Share Incentive Scheme (“ MSIS ”). As set out in the SENS announcement published on 6 May 2025, the director had been awarded 730 459 shares in terms of his employment contract, which shares ceased to be forfeitable vested on 1 May 2025 and were subsequently committed by the director to be held in escrow for a period of 12 months towards meeting his minimum shareholding requirements in terms of the Minimum Shareholding Requirement (“ MSR ”) Policy of the Group. The director has on 8 April 2026 re-committed the aforementioned shares to be held in escrow for a further holding period of 12 months towards meeting his minimum shareholding requirements in terms of the MSR Policy of the Group.
By Tamara Thomas April 8, 2026
Key to increasing access to quality education
By Tamara Thomas March 27, 2026
Advtech Limited (Incorporated in the Republic of South Africa) (Registration number 1990/001119/06) Share code: ADH ISIN: ZAE000031035 (“Advtech” or “the Company”) DEALINGS IN SECURITIES BY THE ADVTECH MANAGEMENT SHARE INCENTIVE PLAN 2026 (“MSI Scheme”) In compliance with paragraphs 6.77 – 6.90 of the JSE Limited Listings Requirements the following information is disclosed in respect of dealings in Advtech securities by the MSI Scheme:
By Tamara Thomas March 26, 2026
ADvTECH Limited (Incorporated in the Republic of South Africa) (Registration number 1990/001119/06) Share code: ADH ISIN: ZAE000031035 (“ADvTECH” or “the Company”) DEALINGS IN SECURITIES BY THE ADVTECH MANAGEMENT SHARE INCENTIVE PLAN 2026 (“MSI Scheme”) In compliance with paragraphs 6.77 – 6.90 of the JSE Limited Listings Requirements the following information is disclosed in respect of dealings in ADvTECH securities by the MSI Scheme:
By Tamara Thomas March 23, 2026
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